Exhibit 10.14(B): Jorgensen Separation
Agreement
[Yahoo! Letterhead]
May 21, 2009
Blake Jorgensen
[address]
Dear Blake:
As we discussed, Yahoo! Inc.
(“ Yahoo! ” or the “ Company
”) is prepared to offer you separation benefits to aid in
your employment transition. If you sign and comply with the terms
of this separation agreement (the “ Agreement
”), which contains a release of claims, and return your
signed Agreement to Yahoo! Human Resources by the deadline
specified in this Agreement (collectively these are the “
Agreement Eligibility Requirements ”), then Yahoo!
will continue to employ you through the Separation Date specified
below and will pay your premiums for continued group health
coverage under COBRA as described below. If you continue to comply
with the terms specified in this Agreement, sign the Supplemental
Release (which contains a release of claims and is attached as
Exhibit A) on or after the Separation Date, comply with the terms
of the Supplemental Release, and do not revoke the Supplemental
Release during the applicable revocation period (collectively these
are the “ Supplemental Release Eligibility
Requirements ”), you will receive severance benefits
following the Separation Date described below.
If you do not comply with the
Agreement Eligibility Requirements, your employment may terminate
prior to the Separation Date described below, and the Company will
not pay your premiums for continued group health coverage under
COBRA as described below. If you do not comply with the
Supplemental Release Eligibility Requirements, you will not receive
the severance benefits and some of the other benefits specified in
this Agreement.
1. Separation.
If you meet the Agreement
Eligibility Requirements, your last day of work with the Company
and your employment termination date will be the earlier of
(a) June 30, 2009 or such date between July 1, 2009
to September 1, 2009 as may be mutually agreed upon in writing
by you and Yahoo!, or (b) the date on which the Company
terminates your employment due to your failure to satisfactorily
perform your job duties and/or comply with Company policies and
procedures (as applicable, the “ Separation Date
”). You will be expected to continue to perform your current
job duties and assist with the transition of work. However, between
the date of this Agreement and the Separation Date, Yahoo! may
allocate some or all of your job responsibilities to others and may
appoint other persons as Yahoo!’s Chief Financial Officer.
You hereby resign as Chief Financial Officer of Yahoo! (and as an
officer and director of the Company and any subsidiary, as well as
a fiduciary of any benefit plan of the Company) as of the
Separation Date or sooner if requested by Yahoo!. You shall execute
such additional documents as reasonably requested by the Company to
evidence your resignation. From the date of this Agreement to your
Separation Date (“ Transition Period ”), if you
meet the
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Agreement Eligibility Requirements, Yahoo! will
continue to pay you your regular base salary or wages and you will
continue to be eligible for benefits under the Company’s
plans, however, you shall not be eligible for any new equity grants
or other new incentive or bonus opportunities.
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 you sign this Agreement
or the Supplemental Release.
3. Severance Benefits.
If you comply with the Supplemental
Release Eligibility Requirements, then Yahoo! will pay you, as
severance benefits, one million eight hundred thousand dollars
($1,800,000.00), subject to payroll deductions and required
withholdings. The severance benefits specified in this paragraph
will be paid in a lump sum within twenty (20) business days
after the Effective Date (as described in the Supplemental
Release), provided that you meet the Supplemental Release
Eligibility Requirements.
4. Health Insurance.
Your group health insurance will
cease on the last day of the month of your Separation Date. At that
time, you will be eligible to continue your group health insurance
benefits at your own expense under the terms and conditions of the
applicable benefit plan, federal COBRA law and/or, if applicable,
state insurance laws. You will receive additional information
regarding your right to elect continued coverage under COBRA.
Provided that you timely elect continued coverage under COBRA and
meet the Agreement Eligibility Requirements, the Company shall pay
your premiums for continued group health coverage for you and your
currently covered dependents for twelve (12) months following
the Separation Date. For more information about continued group
health coverage, please contact Yahoo! Benefits at
(888) 862-5822.
5. 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 to serve on the board of directors of Larkin Street Youth
Services, which is a nonprofit organization), and you agree that
you will not engage in any activities that are in violation of
Yahoo!’s Code of Ethics.
6. Tax Matters.
(a) Withholding.
Yahoo! will withhold required
federal, state and local taxes from any and all payments
contemplated by this Agreement.
(b) 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, but not limited
to, those imposed under Internal Revenue Code
Section 409A).
7. Stock Options.
If you have been granted options to
purchase shares of Yahoo!’s common stock, your options will
cease to vest on the Separation Date (as specified in
Yahoo!’s 1995 Stock Plan, as amended, or other applicable
stock plan and your corresponding notice of stock option grant and
stock option agreement), and any unvested options shall terminate
and be
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forfeited as of the Separation Date. Your rights
to exercise your options that are vested as of the Separation Date
are set forth in the applicable stock plan and your corresponding
notice of stock option grant and stock option agreement. Nothing in
this Agreement modifies the terms applicable to your stock options.
For more information about your stock options (if any), please
review your stock option information via your Fidelity online
access at http://www.netbenefits.com . The Fidelity website
will show a complete listing of your stock option grant details,
including the expiration date of your options. Should you have any
questions, please contact Fidelity directly at 800-544-9354 or
Yahoo! Stock Plan Services at [private]@yahoo-inc.com
.
8. Restricted Stock and
Restricted Stock Units. If you have been granted restricted stock
and/or restricted stock units under Yahoo!’s 1995 Stock Plan,
as amended, or other applicable stock plan, your restricted stock
and restricted stock units will cease to vest on the Separation
Date (as specified in the 1995 Stock Plan and your corresponding
restricted stock award agreement or restricted stock unit award
agreement), and all unvested restricted stock and restricted stock
units shall terminate and be forfeited as of the Separation Date.
Nothing in this Agreement modifies the terms applicable to your
restricted stock or restricted stock units. For more information
about your restricted stock and restricted stock units (if any),
please review your information via your Fidelity online access at
http://www.netbenefits.com . Should you have any questions,
please contact Fidelity directly at 800-544-9354 or Yahoo!
Stock Plan Services at [private]@yahoo-inc.com .
9. 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 Fidelity online access at
http://www.netbenefits.com . Should you have any questions,
please contact Fidelity directly at 800-544-9354 or Yahoo!
Stock Plan Services at [private]@yahoo-inc.com .
10. 401(k) Plan.
If you have questions about your
401(k) account, please contact Yahoo! Benefits at
(888) 862-5822.
11. Life Insurance.
Your life insurance coverage will
cease on or before the Separation Date per 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.
12. 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, you have until March 31, 2009 to submit
any 2008 Plan Year covered expenses for reimbursement. For the
2009 Plan Year, you have 90 days following your Separation Date to
submit any covered expenses incurred from January 1, 2009
through your Separation Date for reimbursement.
13. Other Compensation or
Benefits. You acknowledge
that, except as expressly provided in this Agreement, you will not
receive any additional compensation, severance or transition
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.
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14. Indemnification.
Your rights to indemnification under
the By-Laws of the Company, as well as under other organizational
documents, contractually or at law, shall continue with regard to
actions or inactions by you while an officer of the Company. In
addition, the Company shall continue to cover you under the
Company’s directors’ and officers’ liability
insurance policies on the same basis as other officers and
directors while liability exists with regard to such actions or
inactions. Nothing in this Agreement, or the Supplemental Release
when delivered, is intended to release or reduce your rights to
indemnification by Yahoo! including under the By-Laws of the
Company or under your June 4, 2007 Indemnification Agreement
with Yahoo!.
15. Expense
Reimbursements. You agree
that, within thirty (30) days following your 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. For a copy of the Yahoo! expense
form, please email [private]@yahoo-inc.com . You should
submit completed expense reports and receipts to the Expense Report
Department at Yahoo!, 701 First Avenue, Sunnyvale, California
94089. You may only submit expenses that you incurred prior to the
Separation Date.
16. Invention and Assignment to
Yahoo!. During the
Transition Period 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 to Yahoo! pursuant to your
Employee Confidentiality and Assignment of Inventions Agreement(s)
or similar agreement(s) including, but not limited to, disclosing
information, executing documents and assisting or cooperating in
legal proceedings.
17. Return of Company
Property. By your
Separation Date or earlier if requested by Yahoo!, you agree to
return to Yahoo! all hard copy and electronic documents (and all
copies thereof) and other property belonging to Yahoo!, its
subsidiaries and/or affiliates that you have had in your possession
at any time, including, but not limited to, files, notes,
notebooks, correspondence, memoranda, agreements, drawings,
records, business plans, forecasts, financial information,
specifications, computer-recorded information, tangible property
(including, but not limited to, computers, PDAs, pagers,
telephones, credit cards, entry cards, identification badges and
keys), and any materials of any kind that contain or embody any
proprietary or confidential information of the Company, its
subsidiaries or affiliates (and all reproductions thereof in whole
or in part) other than documents that Yahoo! has publicly filed or
which an authorized representative of Yahoo! has made available to
the general public. If you discover after the Separation Date that
you have retained any proprietary or confidential information
(including, but not limited to, proprietary or confidential
information contained in any electronic documents or e-mail systems
in your possession or control), you also agree immediately upon
discovery to send an email to [private]@yahoo-inc.com 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
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benefits and other benefits under this Agreement
will not be paid or provided until all Company property has been
returned to Yahoo! other than documents that Yahoo! has publicly
filed or which an authorized representative of Yahoo! has made
available to the general public.
18. 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 as
specified in your NDA.
19. Confidentiality.
You agree to hold the provisions of
this Agreement and the Supplemental Release in strictest confidence
and you agree not to publicize or disclose their terms in any
manner whatsoever until Yahoo! publicly files the Agreement and/or
Supplemental Release; 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 wit
