Sample Business Contracts

Severance Agreement - Yahoo! Inc. and Miyuki (Mickie) Rosen

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August 9, 2013

Miyuki (Mickie) Rosen

Dear Mickie:

Yahoo! Inc. ("Yahoo!" or the "Company") is prepared to offer you separation benefits. If you (1) sign and comply with the terms of this separation agreement (the "Agreement"), which contains a release of claims, (2) return your signed Agreement to Yahoo! Human Resources during the time period specified at the end of this Agreement, and (3) do not revoke the Agreement during the applicable revocation period (collectively these are the "Agreement Eligibility Requirements"), then Yahoo! will provide you with the benefits and severance described in this Agreement.

1. Separation. Your last day of employment with the Company and your employment termination date will be September 3, 2013 (the "Separation Date").

2. Accrued Salary and Paid Time Off. On the Separation Date, Yahoo! will pay you all accrued salary, and all accrued and unused vacation earned through the Separation Date, subject to payroll deductions and required withholdings. You are entitled to any earned payments regardless of whether or not you sign this Agreement.

3. Severance Benefits. A spreadsheet summary of your severance benefits is attached for your reference as Exhibit A and incorporated into this Agreement. The severance benefits specified in this paragraph will be paid in a lump sum within 60 business days after the Effective Date defined below.

4. Obligations. Prior to your Separation Date, you shall devote your full business efforts and time to Yahoo! (other than taking reasonable time off in order to conduct a job search) and you agree that you will not engage in any activities that are in violation of Yahoo!'s Code of Ethics or any other Yahoo! policy.

5. Responsibility for Taxes. Other than Yahoo!'s obligation and right to withhold federal, state and local taxes, you will be responsible for any and all taxes, interest\ and penalties that may be imposed with respect to the payments contemplated by this Agreement (including (without limitation) those imposed under Internal Revenue Code Section 409A). To the extent that this Agreement is subject to Internal Revenue Code Section 409A, you and Yahoo! agree that the terms and conditions of this Agreement shall be construed and interpreted

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to the maximum extent reasonably possible, without altering the fundamental intent of this Agreement, to comply with and avoid the imputation of any tax, penalty or interest under Code Section 409A.

6. Employee Stock Purchase Plan. Contributions to your Employee Stock Purchase Plan ("ESPP") will cease as of the Separation Date. Under the terms of the ESPP, all contributions you made to the ESPP that have not been used to purchase stock will be returned to you without interest by Yahoo! Payroll. For more information about the ESPP, please review your information via your E*TRADE online access at Should you have any questions, please contact E*TRADE directly at 800-838-0908 or Yahoo! Stock Plan Services at

7. 401(k) Plan. If you have questions about your 401(k) account, please contact Yahoo! Benefits at (888) 862-5822.

8. Life Insurance. Your life insurance coverage will cease on or before the Separation Date under the terms of the life insurance plan. The Company will provide you with information about the option to convert this coverage to an individual policy.

9. Flexible Spending Plan. If you enrolled in the Company's Flexible Spending Plan and established a Healthcare Reimbursement Account and/or Dependent Care Reimbursement Account for the 2013 Plan Year, you have 90 days following your Separation Date (as long as it is prior to March 31, 2014) to submit any covered expenses for reimbursement provided the expenses were incurred from January 1, 2013 through your Separation Date. You may only submit expenses that you incurred prior to the Separation Date.

10. Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Agreement, you will not receive any additional compensation, severance or benefits after the Separation Date, with the exception of any benefit, the right to which has vested, under the express terms of a written benefit plan of the Company.

11. Expense Reimbursements. You agree that, within 30 days following the Separation Date, you will submit your final expense reimbursement statement and required documentation reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement. Yahoo! will reimburse you for expenses pursuant to its regular business practice. You may only submit expenses that you incurred prior to the Separation Date. For a copy of the Yahoo! expense form, please email You should submit completed expense reports and receipts to the Expense Report Department at Yahoo!, 701 First Avenue, Sunnyvale, California 94089.

12. Invention and Assignment to Yahoo!. Prior to and after your Separation Date, you agree to perform promptly all acts deemed necessary or desirable by Yahoo! to permit and assist it, at its expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in all intellectual property assigned or assignable to Yahoo! pursuant to your Employee Confidentiality and Assignment of Inventions Agreement(s) or similar agreement(s) including (without limitation) disclosing information to Yahoo!, executing documents and assisting or cooperating in legal proceedings. You understand and agree that while you will not be eligible to receive the severance and other benefits specified in this Agreement until you have performed the acts specified in this paragraph (if requested by Yahoo!), such obligation extends beyond the Separation Date and shall only be deemed complete at Yahoo!'s sole discretion.

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13. Proprietary Information Obligations. You acknowledge your continuing obligations under your Employee Confidentiality and Assignment of Inventions Agreement(s) or similar agreement(s) (collectively "NDA"), including your obligation not to use or disclose any confidential or proprietary information of the Company, its subsidiaries or affiliated entities and not to solicit Yahoo! employees and, to the extent permitted by applicable law, not to solicit Yahoo! customers as specified in your NDA.

14. Confidentiality. You agree to hold the provisions of this Agreement in strictest confidence and you agree not to publicize or disclose their terms in any manner whatsoever; provided, however, that you may discuss this matter in confidence with your immediate family and your attorney or other professional advisor, so long as those parties agree to be bound by this confidentiality agreement. Nothing in this section prohibits you from disclosing the terms of this Agreement in order to enforce the Agreement, or as otherwise required or permitted by law. In particular, and without limitation, you agree not to disclose the terms of this Agreement to any current or former Yahoo! employee.

15. Nondisparagement. You agree not to disparage Yahoo! or its officers, directors, employees, shareholders or agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided, however, that statements which are complete and made in good faith in response to any question, inquiry or request for information required by legal process shall not violate this paragraph.

16. Release of Claims. In consideration for, and as a condition of the benefits and other consideration under this Agreement to which you are not otherwise entitled, you hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively "Released Party") from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys' fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) ("ADEA"), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993, and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and

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release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers' compensation status, but does not include claims for workers' compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission ("EEOC") or any state or local fair employment practices agency. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalf.

17. Representations. You acknowledge and represent the following: (A) you have not suffered any age-related or other discrimination, harassment, retaliation, or wrongful treatment by any Released Party; (B) you have not been denied any rights including (without limitation) rights to a leave or reinstatement from a leave under the Family and Medical Leave Act of 1993, the Uniformed Services Employment and Reemployment Rights Act of 1994, or any similar law of any jurisdiction; and (C) you have no work related injuries that have not already been disclosed to Yahoo!. You also acknowledge and agree that you have been paid all wages due and that, as to any further alleged wages, you agree that there is a good-faith dispute as to whether such wages are due, and based on this good-faith dispute, you release and waive any and all further claims regarding any alleged unpaid wages and any corresponding penalties, interest, or attorneys' fees, in exchange for the consideration provided in this Agreement.

18. Release of Unknown Claims. You acknowledge that you have read and understand Section 1542 of the California Civil Code: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to your release of any unknown or unsuspected claims.

19. ADEA Waiver. You agree that you are voluntarily executing this Agreement and release. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA and that the consideration given for the waiver and release is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised by this writing, as required by the ADEA, that: (a) your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement; (b) you have been advised to consult with an attorney prior to signing this Agreement; (c) you have at least 21 days from the date that you receive this Agreement to consider this Agreement (although you may choose to sign it any time on or after your Separation Date); (d) you have seven days after you sign this Agreement to revoke it ("Revocation Period"); and (e) this Agreement will not be effective until you have returned it to Yahoo!'s Human Resources Department and the Revocation Period has expired (the "Effective Date").

20. Cooperation. You agree to reasonably cooperate with and make yourself available on a continuing basis to Yahoo! and its representatives and legal advisors in connection with any matters in which you are or were involved or any existing or future claims, investigations, administrative proceedings, lawsuits and other legal and business matters, as requested by Yahoo!. You also agree that within two business days of receipt (or more promptly if reasonably required by the circumstances) you shall send the Company copies of all correspondence (for example, but not limited to, subpoenas) received by you in connection with any legal

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proceedings involving or relating to Yahoo!, unless you are expressly prohibited by law from doing so. You agree that you will not cooperate with any third party in any actual or threatened claim, charge, or cause of action of any nature whatsoever against any Released Party unless required to do so by law. You understand that nothing in this Agreement prevents you from cooperating with any government investigation.

21. Certification Regarding Search and Return of Yahoo! Property. You hereby certify to the following: (A) prior to the date that you signed this Agreement, you conducted a good faith and diligent search for any Yahoo! business data, whether or not such data would be considered confidential or proprietary and/or whether such data constitutes a legally protectable trade secret, including hard copy and all electronically stored data ("Yahoo! Business Data") that may be in your possession (this search included reviewing the contents of any personal email accounts and Instant Messenger archives that you maintain, home computers, and other electronic computer media (CDs, USB thumb drives, disks, back-up drives, etc.) that you may have used during your employment to send, receive or store Yahoo! Business Data ("Personal Computer Media")); (B) to the extent you located any Yahoo! Business Data pursuant to your search described above, you have returned all originals and copies of such data to Yahoo!, and made arrangements for Yahoo!, at its option, to retrieve, destroy and/or permanently delete such data from your Personal Computer Media such that you cannot recover the data or access it in any manner; (C) you have not copied, saved, downloaded, retained, disclosed, photographed or transmitted in any form whatsoever, any Yahoo! Business Data to any source except in the course of performing your duties for Yahoo! and for Yahoo!'s benefit; (D) you have not copied, saved, downloaded, retained, disclosed, photographed, or transmitted in any form whatsoever, any Yahoo! Business Data to any source for the purpose of retaining such data after the Separation Date or taking such data with you to your next employer or using it in connection with any subsequent employment; (E) as of the date that you sign this Agreement, it is your good faith belief that you do not possess any Yahoo! Business Data in tangible or electronic form, except employment-related documents such as wage, benefit and related information specific to the terms and conditions of your employment with Yahoo!; (F) to the extent you had any question about whether a Yahoo! document contains Yahoo! Business Data, you have inquired of Yahoo! in writing at concerning the specific document and received clarification as to whether such document relates solely to your employment as defined in this paragraph or whether Yahoo! required you to return the document(s) (in which case, you certify that such document(s) have been returned); (G) you have returned all keys, access cards, credit cards, travel related cards, identification cards, phones, computers and related company-issued devices, including electronic mail devices, PDAs and/or electronic organizers, and other property and equipment belonging to Yahoo! ("Company Property"); (H) other than in the normal course of performing your duties and/or responsibilities for Yahoo! and for Yahoo!'s benefit, you did not copy, back-up, or download (or attempt to copy, back-up or download) Yahoo! Business Data that was contained on Company Property other than back-ups created on Yahoo! computer systems, media or other property accessible only by Yahoo! and for Yahoo!'s benefit; and (I) other than in the normal course of performing your duties and/or responsibilities for Yahoo! and for Yahoo!'s benefit, you did not delete or wipe or attempt to delete or wipe Yahoo! Business Data that was contained on Company Property. If you discover after the Separation Date that you have retained any proprietary or confidential information (including (without limitation) proprietary or confidential information contained in any electronic documents or email systems in your possession or control), you also agree immediately upon discovery to send an email to and inform Yahoo! of the nature and location of the proprietary or confidential information that you have retained so that Yahoo! may arrange to remove, recover, and/or collect such information. Severance benefits and other benefits under this Agreement will not be paid or provided until all Company property has been returned to Yahoo!.

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22. Miscellaneous. This Agreement constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of Yahoo!. You may not make any changes to the terms of this Agreement unless that change is executed by you and Yahoo!. If you fail to comply with the terms of this Agreement, you will be required to forfeit and repay (as applicable) all severance benefits and other consideration received. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable.


I wish you good luck in your future endeavors.


By:   /s/ Jacqueline D. Reses

Jacqueline D. Reses

Chief Development Officer

Exhibit A – Severance Summary

/s/ Miyuki (Mickie) Rosen
Miyuki (Mickie) Rosen

September 3, 2013

cc: Personnel File

Mickie Rosen – Exhibit A – Severance Summary – DRAFT

Separation Date:


September 3, 2013

Current Information


Hire Date:

   January 18, 2011

Annual Salary:


Monthly Salary:


Target Bonus % of Salary:


Target Annual Bonus $'s:


Beginning of Bonus Plan Year:

   January 1, 2013

Cash Severance


1a) Salary Severance Pay:

   $ 300,000      To be paid within 60 days of termination.

(six months salary)


1b) 50% of Annual Target Bonus:

   $ 225,000      To be paid within 60 days of termination.

1c) Prorated Annual Bonus:


Lessor of:


i) annual target bonus, or,

   $ 450,000     

ii) bonus entitled if not terminated

     TBD      Actual payout TBD in March 2014

Multiplied by


i) # months employed by Y! for 2013


ii) divided by 12 (proration)



Prorated Annual Bonus

     TBD      Payable at the normal time for 2013 bonuses in March 2014.

Total Initial Cash Payments:

   $ 525,000     

Continued Health Coverage (COBRA):

   If COBRA coverage is elected, Yahoo! will pay you the value of COBRA premiums for up to six (6) months.

Equity Awards:     


Additional Number

of Option Shares




1. Stock Options that would vest within six months from termination date become exercisable within option agreement terms.

     75,756      6 month accelerated vesting from term date.

2. Time-based Restricted Stock Units (RSUs)
Vest within six months of termination date Special pro rata vesting of Oct 2011 2-year cliff vested RSU

Additional Number of
Vested RSUs
     47,454      6 month accelerated vesting from term date.
     32,367      Pro rata vesting over 2 yrs: 92%

3. Performance-based RSUs are vested as of termination date per:

If employed over 6 months in 2013, proration factor reflecting whole months employed in 2013 divided by 12 months



Additional Number

of Performance Shares1



     13,745      See details Stock Summary by Grant

IMPORTANT NOTE: Bonus and equity amounts are estimates only — please refer to applicable bonus and equity plan/grant documents

1  Performance-Based RSUs (Financial Metrics)
* Credited/Tranche: any RSUs credited based on company performance for any fiscal year ended prior to your termination date, not vested, will vest as of your temination date and be paid as per award agreement.

* For Financial Metric shares: if employed with Y! more than six (6) months of the fiscal year in which you terminate, you will be credited with an additional # of RSUs for that fiscal year equal to:
  a) # of RSUs that you would have been credited at the end of such year based on company performance under the terms of the agreement, multiplied by:
  b) a fraction, the numerator of which is the number of whole months worked in such year and the denominator is twelve (12), credit units to be paid after end of such year
  c) any RSUs subject to the award that do not vest in accordance with the preceding provisions will terminate on termination date

* For TSR Metric shares: if employed with Y! more than one half of the performance period (3 years), you will be credited with an additional # of RSUs equal to:
  a) # of RSUs that you would have been credited at the end of such performance period, multiplied by:
  b) a fraction, the numerator of which is the number of whole months worked in such performance period and the denominator is number of months in the performance period (36), credit units to be paid after end of such performance period
  c) any RSUs subject to the award that do not vest in accordance with the preceding provisions will terminate on termination date