Because I get bored on Sunday nights, I opened up Yahoo’s recent regulatory filings for some light reading and, as usual, found some tasty information that the company had kindly dropped in for my erudition, but declined to call my attention to.

Namely, that the Silicon Valley Internet giant is paying not so very much for its mobile acquisitions, according to several documents the company has filed.

In fact, Yahoo’s average price paid for each of five of the 10 startups it has purchased since last fall is a tiny $3.2 million in cash.

For example, here’s last week’s 10-Q referring to three of CEO Marissa Mayer’s first acquisitions — content curation app Snip.it, which Yahoo bought in January (funding amount unknown, but the $10 million acquisition price reported by some sites is clearly wrong, as you will see from the filing); recommendation app Alike (funding amount unknown), which was on February’s menu; and recommendation app Jybe (funding amount unknown), which the company picked up in mid-March:

The Company did not make any acquisitions during the three months ended March 31, 2012. However, during the three months ended March 31, 2013, the Company acquired three companies, all of which were accounted for as business combinations. The total purchase price for these acquisitions was $10 million and consisted entirely of cash consideration, primarily allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is not deductible for tax purposes.

The Company’s business combinations completed during the three months ended March 31, 2013 did not have a material impact on the Company’s condensed consolidated financial statements.

Going back further, Yahoo’s purchase of recommendation app Stamped last October (it had $3 million in funding) and video-chat app OnTheAir ($880,000 in funding) in December were also on the cheap — a bargain at $6 million total — according to its 10-K filed a few months ago:

During the year ended December 31, 2012, the Company acquired two companies, which were accounted for as business combinations. The total purchase price for these acquisitions was $7 million. The total cash consideration of $7 million less cash acquired of $1 million resulted in a net cash outlay of $6 million. Of the total purchase price, $6 million was allocated to goodwill and $1 million to cash acquired. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is not deductible for tax purposes.

The Company’s business combinations completed in 2012 did not have a material impact on the Company’s consolidated financial statements, and therefore pro forma disclosures have not been presented.

It will be interesting to see what Yahoo reveals as to the price, and how it will account for the late March acquisition of Britain’s news reader Summly, which AllThingsD reported was a loftier $30 million.

The Summly deal did not appear to have closed by the end of the quarter, so no purchase information has been released, although it will be soon enough, along with that of the more recent string of mobile buys by Yahoo: To-do app Astrid, social polling app GoPollGo, travel rewards app MileWise and mobile gaming studio Loki.

For those four tiny companies, which were doubtlessly also bought for very little, Yahoo did tout what it’s really after in a festive tweet on Friday.

Warm entrepreneurial bodies:

We recently added 22 entrepreneurs to our growing mobile team. Welcome to Yahoo! @astrid @gopollgo @milewise @lokistudios!

— Yahoo! Inc.(@YahooInc) May 10, 2013

Zynga just filed a new 8-K regulatory document outlining revised compensation arrangements with its top tier of execs that ups the salary and bonuses, as well as restricted stock units, but ties them more closely to performance and the turnaround of the struggling social gaming company.

That is, except CEO and founder Mark Pincus, whose annual salary has been reduced to $1 and who will not receive any bonus or equity in 2013 — which is not an uncommon move for tech company leaders.

Said Zynga in its filing:

“The Company’s 2013 executive compensation program is designed to focus on two primary objectives: first, retaining and motivating our talented, entrepreneurial executive leadership team; and second, aligning our executive pay structure with company performance-based incentives. We believe that by focusing on both retention and performance, the compensation packages align with our strategy to build long-term value for our stockholders.”

The Section 16 execs impacted include: COO David Ko; general counsel Reggie Davis; Steve Chiang, president of games; Barry Cottle, chief revenue officer; CTO Cadir Lee; and CFO Mark Vranesh.

Interestingly, most of their salaries — which are about double their previous compensation — are now $500,000 for all, except Vranesh and Davis, who will earn $425,000.

Possible bonuses of zero to 200 percent of their cash salary, as well as the same level of stock grants from 970,500 to 1.8 million shares each, are tied to the performance of Zynga games, expanding the network and certain adjusted EBITDA levels. The RSUs vest over four years and nothing will be paid until February of 2014, after performance targets are met.

Zynga, whose stock has largely languished since its IPO in late 2011, has also suffered from a spate of executive turnovers, which has seemed never-ending and has added to Wall Street’s concern. Most recently, CTO Debra Chrapaty resigned to take a CEO job elsewhere; and, this week, the head of Zynga’s New York office and former CEO of OMGPOP, Dan Porter, left after that $180 million acquisition failed to garner the pop it promised.

Due to the many departures, Pincus rejiggered his exec lineup in November, giving the latest team members larger roles and focusing the San Francisco-based group on major areas of opportunity, such as real-money gaming and mobile.

Here’s the whole filing:

Form 8-K

According to a regulatory filing by Yahoo, its CEO Marissa Mayer got a $1.12 million bonus, as part of a compensation package she got when she came to the Silicon Valley Internet giant.

It was based on serving a half of a year. But, as has been previously reported, Mayer has an annual salary of $1 million, and is eligible for a $2 million annual bonus, based on meeting certain performance goals set by its board.

In addition, she has gotten numerous stock and options compensation, worth $56 million, including $14 million to make up for the loss of earnings when she left Google, where she was a top exec for many years. There are also other possible bonuses, depending on results.

The million-dollar payment is probably considered pretty much a bargain by investors, since the shares of Yahoo have risen close to 50 percent since she arrived. That’s been based largely on hopes that Mayer can turn the company around, and on the actual stellar performance of its Alibaba Group stake in China.

CFO Ken Goldman, who joined in October, was not eligible for a bonus in 2012, but was awarded a discretionary one of $100,000 nonetheless. He is also eligible for a 90 percent bonus in 2013, based on a $600,000 annual salary.

Here’s Yahoo’s 8-K filing, which also includes details of Mayer’s severance agreement:

SEC-YHOO-1193125-13-94121 –

Much ado about how Yahoo is defining itself once again — for what seems like the umpteenth time since its founding back in the 1990s. It’s dumped the recent and very awkward “premier digital media company” moniker, which was bestowed upon it by ousted CEO Carol Bartz, for the geekier stylings of its latest leader, Marissa Mayer. In its recently filed 10-K regulatory filing, she’s now calling the Silicon Valley Internet company a “global technology company focused on making the world’s daily habits inspiring and entertaining.”

Presumably the change is due to the longstanding difficulty that the company had defining itself over many years or even easily answering simple question of “What is Yahoo?”

Thus, people — Yahoo’s no longer a floor wax and a dessert topping!

That said, some of that global technology is getting the boot, with platforms head Jay Rossiter announcing on its blog today a product dump.

That includes most prominently its BlackBerry app, as well as those I (and doubtlessly many others) have never heard of, such as Avatars, Clues and Sports IQ.

“Before making these decisions, we look at a variety of factors,” wrote Rossiter. “The most critical question we ask is whether the experience is truly a daily habit that still resonates for all of you today.”

For those who don’t speak corporate, the change is roughly akin to you finally starting to open old boxes in the attic, realizing the stuff you find is not even good enough for the yard sale and tossing it into the dumpster.

For those who like to rifle through the trash, though, here’s the list of the latest detritus-to-be:

Yahoo! Avatars

Effective April 1, 2013, we will no longer support Yahoo! Avatars across our properties. If you like your existing avatar and want to keep it, please go to the Avatars download page, pick a picture size and format, and click the appropriate download button. Similarly, if you want to edit your avatar, you can download the image and then use a photo editing service of your preference. If you want to continue using your avatar with our products, go to Yahoo! Profile and upload the avatar you downloaded. For more details, please click here. Additionally effective April 1, we will no longer support the Avatars YQL table.

Yahoo! app for BlackBerry

Effective April 1, 2013, the Yahoo! app for BlackBerry will no longer be available for download. For those of you who have already downloaded the app, you can continue to use it but it will no longer be actively supported.

Yahoo! Clues (beta)

Effective April 1, 2013, Yahoo! Clues (beta) will shut down.

Yahoo! App Search

Effective April 1, 2013, Yahoo! App Search will shut down.

Yahoo! Sports IQ

Effective April 1, 2013, Yahoo! Sports IQ will shut down. Your final lifetime Sports IQ score and rank will be automatically transferred to and preserved within your Yahoo! Fantasy Profile.

Yahoo! Message Boards website

Effective April 1, 2013, the Yahoo! Message Boards website will shut down. Our message boards on individual properties (like Yahoo! Finance and Yahoo! Fantasy Sports) will remain active. We also encourage you to ask and answer questions on Yahoo! Answers, and discuss issues in the comments section on Yahoo! News.

Yahoo! Updates API

As of April 16, 2013, we will no longer support the Yahoo! Updates API.

Autonomy founder Mike Lynch is still not backing down in his ongoing battle with Hewlett-Packard.

“Simply put, these allegations are false, and in the absence of further detail we cannot understand what HP believes to be the basis for them,” he said in a statement, as well as aiming at $5 billion in writedowns the company has taken related to the controversial deal. “We continue to reject these allegations in the strongest possible terms.”

Lynch’s latest volley was prompted by a regulatory filing HP made earlier today, noting that the U.S. Department of Justice was indeed investigating its acquisition of British software company, for which it is trying to write down about $5 billion in expenses due to alleged “serious accounting improprieties.”

HP had taken the case to U.S. federal authorities in the first place, but now it’s official.

This caused Lynch, who has been vociferously battling the Silicon Valley tech giant over the allegations and rejecting HP’s claims of fraud in the $12 billion acquisition, to respond again.

In his statement, he presented a laundry list of arguments about how HP is trying to fool investors by pointing the finger at him.

Here’s his whole thing, so you can read for yourself:

It is extremely disappointing that HP has again failed to provide a detailed calculation of its $5 billion write-down of Autonomy, or publish any explanation of the serious allegations it has made against the former management team, in its annual report filing today.

Furthermore, it is now less clear how much of the $5 billion write-down is in fact being attributed to the alleged accounting issues, and how much to other changes in business performance and earnings projections. This appears to be a material change in HP’s allegations.

Simply put, these allegations are false, and in the absence of further detail we cannot understand what HP believes to be the basis for them.

We also do not understand why HP is raising these issues now given that Autonomy reported into the HP Finance team from the day the acquisition completed in October 2011, there was an extensive due diligence process and Autonomy was audited as a public company for many years.

We would particularly make the following points:

* HP’s CFO Cathie Lesjak and her team, plus a number of outside advisors, had access to all Autonomy accounts and documents from October 2011 onwards, and raised no issues.

* Beginning in November 2011, HP and KPMG reviewed Autonomy’s closing balance sheet in detail, and Ernst & Young reviewed Deloitte’s audit work papers.

* Beginning in October 2011, HP studied in detail Autonomy’s tax structure and transfer pricing as well as its revenue recognition practices (led by Paul Curtis, HP’s worldwide head of revenue recognition).

* An independent, third-party valuation of Autonomy’s assets was carried out in January 2012.

* Quarterly business reviews were held with Autonomy management, Meg Whitman and Cathie Lesjak to discuss Autonomy’s financial performance.

* HP has continued to sell and account for hardware alongside Autonomy software in the same way that Autonomy did for the year since the acquisition completed.

* Regarding differences between IFRS and US GAAP accounting standards, which appear to have a role in some of the allegations HP has made, Autonomy’s accounting policies were made clear in Autonomy’s 2010 annual report.

We also note the statement in HP’s annual report that it received confirmation from the US Department of Justice on 21 November 2012 (the day after HP’s first public statement), that the Department had opened an investigation. We can confirm that we have as yet had no contact from any regulatory authority. We will co-operate with any investigation and look forward to the opportunity to explain our position.

We continue to reject these allegations in the strongest possible terms. Autonomy’s financial accounts were properly maintained in accordance with applicable regulations, fully audited by Deloitte, and available to HP during the due diligence process.

We remain deeply concerned about how this process has been conducted, and believe it is in everyone’s interest for it to be resolved as soon as possible.

RELATED POSTS:

• More From Mike Lynch: HP’s Autonomy Accusations Are Getting Weaker
• Mike Lynch Punches Back at Today’s HP Filing: Whither $5B Writedown?
• HP Confirms DOJ Is Investigating Alleged Fraud in Autonomy Deal
• Yes, There Are Layoffs Pending at HP’s Autonomy Unit in the U.K.
• Former HP CEO Shifts Blame for Autonomy Deal to Chairman
• Dell Passed on Autonomy Before HP Bought It
• Why Mike Lynch Is Playing PR Hardball With HP
• Autonomy Founder Lynch Asks Board to Explain HP Allegations
• Autonomy Founder Lynch Blames Accounting Standards in HP Flap
• The Red Flags That Were Obvious — To Some — In the HP-Autonomy Deal
• Oracle’s Ellison Vindicated in Autonomy PR Flap by HP’s $8.8 Billion Writedown
• Autonomy Founder Mike Lynch Rejects HP Charges, Alleges Mismanagement
• What Exactly Happened at Autonomy?
• HP Explains Its $8.8 Billion “Oops”
• HP Beats Street Amid Sales Declines, Takes $8.8 Billion Charge
• HP Names Microsoft Exec Robert Youngjohns to Run Autonomy
• Search Under Way at HP for Autonomy’s Next Chief
• Autonomy’s Mike Lynch Talks About Being HP’s Speedy Tiger Cub (Video)
• Britain’s First Software Billionaire Now Reports to HP CEO Meg Whitman
• Oracle Launches Exalytics Machine, Probably Ending Spat With Autonomy
• Autonomy: When All Else Fails, Blame the Bankers
• Mike Lynch to Oracle: Oh, You Mean Those Slides
• Oracle: You Have a Very Bad Memory, Mr. Lynch
• HP Reportedly Close to $10 Billion Buyout of Autonomy, PC Unit Spinoff
• Will Oracle and Microsoft Bid on Autonomy?

It’s hard to say how serious this is right now, but Yahoo was ordered to pay $2.7 billion in a lawsuit related to a breach of contract and lost profits of a yellow pages listing service by Worldwide Directories and Ideas Interactivas.

In a statement and a filing with the Securities and Exchange Commission, the Silicon Valley Internet giant said it “believes the plaintiffs’ claims are without merit and will vigorously pursue all appeals.”

We lobbed a call into Yahoo to get more details about the “non-final” judgment from the 49th Civil Court of the Federal District of Mexico City — not that the company’s PR will actually call back on important multi-billion matters — but here is the company’s SEC filing:

SEC-YHOO-1193125-12-487828

In a regulatory filing today, seeking to steady its declining shares, Facebook said that its CEO and co-founder Mark Zuckerberg will not sell any of his over 500 million in shares of the social networking company, including to pay taxes related to compensation awards he receives.

The move is part of damage control by Facebook, whose stock closed today at $17.73, a new low. That’s more than 50 percent off its May IPO price of $38 a share.

In addition, the filing said that Facebook board members Marc Andreessen and Don Graham would also refrain from share sales, except to pay taxes.

Finally, the company said it would use cash or credit to pay about $1.9 billion in taxes due on the awarding of upcoming employee restricted stock units. Facebook could have sold shares to pay the bill, which might have further depressed the price of the stock. Facebook would not do anything to prevent most staffers from selling their shares.

More than 1.5 billion Facebook shares will be hitting the market over the next year, which has caused investors to shy away from the stock.

Facebook’s stock rose 1.75 percent on the news in after-hours trading, to $18.04.

Here is the full 8-K filed by Facebook:

FACEBOOK_INC_8K_20120904

At the the Silicon Valley Internet giant’s weekly Friday FYI staff meeting, Mayer told the crowd that Yahoo co-founder David Filo (pictured here) would be reporting directly to her — which I previously suggested would happen — and also that longtime legal exec Ron Bell would become permanent general counsel.

Filo has been an important part of Mayer’s arrival at Yahoo, and was a critical ally in her first days, emerging as a vocal supporter of her appointment from the start.

The typically retiring and taciturn product guru actually gave a quote in a press release, and did interviews when Mayer was hired.

Moving Filo close to her is an important morale booster, because while the founders of Yahoo have their definite ups and downs, as I have previously noted, the heart of the company is still with both Filo and also co-founder Jerry Yang.

Interestingly, he’s actually been reporting for years to a variety of product and tech execs, despite owning more than 6 percent of Yahoo.

The elevation of Bell (pictured here), who was No. 2 to former GC Mike Callahan, is an interesting move. Having been at Yahoo since 1999, after working at Apple, the veteran lawyer played an important role in waging the Facebook patent litigation.

He was named interim GC after Callahan left in late June, by then-interim CEO Ross Levinsohn.

Levinsohn left at the end of July.

We’ll see who else will leave Yahoo this week and next — the fates of a wide range of top execs are in the mix, from CFO Tim Morse to media head Mickie Rosen to sales chief Michael Barrett.

Mayer has been trying to recruit her former Google staffer Katie Jacobs Stanton from Twitter for a big media job. And she has reportedly been making strong efforts to get Barrett — another former advertising exec at the search giant — to stay.

We’ll see about it all soon enough, and also what will happen to Yahoo shares this week.

The stock got pummeled last week, down more than 5 percent on Friday to close at $15.15, after the company revealed in a regulatory filing that there might be a change of plans for the more than $4 billion from the sale of its Alibaba Group stake.

Both Yahoo and one of its biggest shareholders and a director, Dan Loeb of Third Point, had previously said the money would likely be used for a stock buyback, or even a dividend.

Even though Loeb let it leak that he was A-okay with it all, to assuage other angry investors, Mayer will now need to come up with a solid plan for the dough, which could include some acquisitions.

And it might help if she could also perhaps finally land the long-troubled deal to get many more billions from its stake in Yahoo Japan.

While those negotiations have had their ups and downs, it was close to being struck in the summer. But sources said there are still apparently valuation differences.

(I would add comment or no comment from Yahoo, as I do with every other company I cover. But after numerous emails, I am still waiting to hear back from the company’s PR spokeswoman, whom I am sure has just been super busy.)

Yahoo just filed a regulatory document noting that it might not give back the bulk of the $4 billion-plus that it is expecting to get from its sale of a chunk of its Alibaba stake to shareholders, as it had previously said it would, either via a stock buyback or dividend.

Instead, CEO Marissa Mayer looks like she wants all that dough to buy some tasty companies.

The filing noted that Mayer’s recent look-see review of Yahoo, “may lead to a reevaluation of, or changes to, our current plans, including our restructuring plan, our share repurchase program, and our previously announced plans for returning to shareholders substantially all of the after tax cash proceeds of the initial share repurchase.”

Yahoo’s stock is down about five percent on the news, in after-hours trading, to $15.28. It had been moving up slowly in recent weeks.

That’s because, for investors, this is a drastic reversal of previous Yahoo statements on what it was going to do with the windfall. At the time of the deal and then later in several statements by its top execs, Yahoo said it would return the most of the money to shareholders.

“We look forward to delivering the proceeds of the near-term transaction to our shareholders,” said CFO Tim Morse at the time of the deal’s announcement in May, which he later reiterated on an earnings call.

Related to the deal, the Yahoo board had also recently authorized its execs to conduct a larger stock buyback, although the company was under no legal obligation to do so.

In addition, in a recent letter to his investors, Third Point’s Dan Loeb — now a Yahoo director and in charge of a six percent stake — said the company “has indicated that it will return substantially all of the expected $5B of cash it will receive from this transaction to shareholders.”

No longer — at least for most of the incoming pile of moolah from China.

Still, the move probably should come as no surprise, given Mayer is already on the prowl for innovative companies to buy and talent to “acqhire.”

She’ll certainly need a bigger war chest, since Yahoo only has just above $2 billion in cash now, not all of which is available (long accounting reason I will go into later).

The big slug of Alibaba money, from selling half of Yahoo’s stake in the Chinese company, will obviously give her more heft.

So, too, would any money she might get from a deal around Yahoo’s Japanese assets. The company has been in protracted talks with SoftBank, its partner there, about such a sale. While sources said it was close to completion, there appears to still be some roadblocks to its final settlement.

Depending on how such a transaction is completed — tax-free or not — Yahoo could get about $3 billion in cash and perhaps another asset worth $1.5 billion.

That would certainly give Mayer a bigger kitty to do acquisitions — and presumably make lots of friends in Silicon Valley in the process.

Here is the pertinent section of the filing:

New Chief Executive Officer and Review of Business Strategy

On July 17, 2012, Marissa Mayer became the Chief Executive Officer and a member of the Board of Directors of Yahoo! Inc. (the “Company”). As reported in our Form 10-Q for the quarter ended June 30, 2012 filed today with the Securities and Exchange Commission, Ms. Mayer is engaging in a review of the Company’s business strategy to enhance long term shareholder value. As part of that review, Ms. Mayer intends to review with the Board of Directors, among other things, the Company’s growth and acquisition strategy, the restructuring plan we began implementing in the second quarter of 2012, and the Company’s cash position and planned capital allocation strategy. This review process may lead to a reevaluation of, or changes to, our current plans, including our restructuring plan, our share repurchase program, and our previously announced plans for returning to shareholders substantially all of the after tax cash proceeds of the initial share repurchase under the Share Repurchase and Preference Share Sale Agreement we entered into on May 20, 2012 with Alibaba Group Holding Limited.

And here is the whole filing:

YHOO-20120809-8K-20120809

Yahoo revealed in a regulatory filing that it could be paying its new CEO Marissa Mayer a total of close to $60 million to turn the company around.

The mega-sum includes salary, equity grants, stock options, a make-whole payment for the Google shares she left behind and, perhaps most remarkably, a $30 million one-time retention award.

The amount, which is a whole lot more than what the last two Yahoo CEOs — Carol Bartz and Scott Thompson — were paid is, um, rather large.

One Yahoo board member had characterized the pay package to me as “big, big bucks,” as I reported earlier today.

I would say so!

(Side note: Mayer is already extraordinarily wealthy from her stint at Google, where she was its 20th employee.)

Here’s the breakdown of the largely performance-based compensation:

The salary amount is typical at $1 million, with an annual bonus of up to 200 percent of the base salary, which is $2 million. But, according to Yahoo’s employment letter, she could also get up to a 400 percent bonus, dependent on exceeding targets, which is $4 million.

Mayer also gets an equity award for 2012 of $12 million in stock ($6 million) and options ($6 million) that vests over three years. (She could get another similar grant annually, but I did not include that in the overall number, which is $12 million annually or more if she exceeds targets.)

The really big number is a huge up-front, one-time retention award, vesting over five years, of $15 million in stock and $15 million in options.

Finally, there is a make-whole payment of $14 million for the stock she left behind at Google.

Overall, that means about $5.4 million for the rest of this year and could add up to $20 million each year to come.

The pay package was hotly debated by the board as to whether the high-profile exec was worth the huge amount.

While Mayer is considered a talented techie, a very strong decision maker and adept at product innovation, some of the board’s directors raised concerns about her and paying so much to retain her.

One issue: She had been notably passed over by Google CEO Larry Page for one of the major unit jobs in his reorganization of the company, while others in her peer group had been promoted.

That said, since such company ups and downs happen all the time, others argued that Mayer was just the kind of disruptive agent of change that Yahoo needs, especially because she could inspire its engineers and also attract much needed talent.

The enormous compensation was pushed through, said several sources, by Dan Loeb, the one-time activist shareholder who now appears to be the puppet master of the Yahoo board. He owns about six percent of the Silicon Valley Internet giant.

(Another side note: Multiple sources tell me that Loeb has been making calls to all kinds of Internet figures this week, looking for high-fives for his landing of Mayer, a hiring that was largely engineered by him.)

Her appointment has surely garnered a lot of attention for Yahoo, with massive media coverage of the dynamic young exec. Some of the coverage has focused on her being a woman and also on the fact that she is currently pregnant.

But much of it is focused on how Yahoo — a deeply troubled company that has been trying to revive itself for many years now without success and with a lot of management mishegas — has been able to attract such a high-profile and impressive-resumed leader to goose both its products and its stock.

Let’s hope Mayer can do just that, because Yahoo is surely paying up big-time for the privilege.

Please take a gander here at the filing, directly from the Department of the Internet Rich Get Richer:

YHOO-20120719-8K-20120715

Please see this disclosure related to me and Google.

Later today, Yahoo will release what is likely to be a very juicy regulatory filing about what it paid to get former Google exec Marissa Mayer to become CEO.

While I could not obtain the exact numbers — the compensation plan is being protected like the crown jewels of England — a source on the board of the Silicon Valley Internet giant said it is “big, big bucks.”

So big, apparently, that the discussion over the money — which is a combination of cash and stock — was hotly debated by the directors as to whether the high-profile exec was worth the large amount.

While Mayer is considered a highly competent tech exec, a very strong decision-maker, adept at product innovation, some of the board raised concerns about her, too. One issue: She had been passed over by Google CEO Larry Page for one of the major unit jobs in his reorganization of the company, while others in her peer group had been promoted.

That said, others argued that Mayer was just the kind of disruptive agent of change that Yahoo needs, especially because she could inspire its engineers and also attract much needed talent.

Also of importance, a vision she presented to the board of doubling down on Yahoo’s once mighty advertising technology and search businesses.

In a rapid-fire series of meetings with small groups of Yahoo staffers this week, Mayer has grilled the employees on a range of issues in what everyone I spoke to described as a no-nonsense and cut-to-the-point manner.

“She is incredibly smart and has already shaken up the thinking by calling people out,” said one person who has attended the meetings. “But she has also not suffered fools.”

One refrain she made in a number of the gatherings was that Yahoo needed more technical staff.

“We need more engineers,” said she said to several groups.

Such talk has been greeted with glee by the product side of Yahoo, which has long felt that they have been neglected.

“The geeks could not be more thrilled she is here,” one Yahoo employee said.

We’ll soon see how much that glee is going to cost.

Please see this disclosure related to me and Google.

Executives at Yahoo and Facebook have completed an extensive strategic deal, as part of a final settlement of their contentious patent infringement lawsuit and countersuit.

According to sources close to the situation, the agreement will include a major expansion of their ongoing partnership, including a joint advertising sales effort, as well as cross-licensing of some key patents between the pair.

The deal has gotten approval from the companies’ boards — in fact, Yahoo’s directors agreed to it this morning in a telephonic meeting. It will be announced sometime later today.

No actual cash payment will change hands under terms of the deal over the patents, in contrast to the $550 million that Facebook paid Microsoft recently in another transaction related to AOL patents.

But sources said Facebook and Yahoo hope there will be significant upside in several possible advertising and other business deals between the pair that could yield large revenues if executed well.

In addition, there is a possibility that Facebook could later pay to license other Yahoo patents not included in this deal.

Discussions to settle the lawsuits — negotiated by Yahoo interim CEO Ross Levinsohn and Facebook COO Sheryl Sandberg, among others — began almost as soon as Yahoo’s board ousted former CEO Scott Thompson, which I reported on in early June and Yahoo officially confirmed several weeks later in a regulatory filing.

The lawsuit was initially waged by Thompson, who reportedly promised directors that a big financial payoff of many billions of dollars could result from the patent lawsuits against Facebook.

At the time, despite strong support by its legal execs, many other Yahoo managers — including those who had crafted an earlier and successful content- and data-sharing agreement with Facebook — were blindsided by the aggressive move by Thompson. That included Levinsohn — who was then in charge of its global media unit — and other top execs.

So, after Thompson was gone and with board support, Levinsohn immediately reached out to Sandberg. In addition, Yahoo’s point person on the deal, VP of strategy James Heckman, met with a number of top Facebook execs including: Dan Rose, VP of business development and monetization; VP of global marketing solutions Carolyn Everson; and business development director Chris Daniels.

Such an outreach was a major shift for Yahoo, but was possible due to a newly configured board in the wake of the Thompson departure.

Still, some directors who had pushed for the initial lawsuit that Yahoo unexpectedly lobbed against the social networking powerhouse in March have remained on the board and agreed to the latest settlement.

The reason for the change of heart? While many still felt Yahoo had a strong case, backed by important intellectual property in a range of key digital arenas, Facebook was prepping for a long and expensive battle by girding its patent defenses.

Thus, the possible end of the rancorous legal battle should be greeted with enthusiasm by Wall Street investors, as well as many detractors of Yahoo’s legal action across the tech landscape.

And, indeed, the company’s reputation definitely suffered as a result of the lawsuit, with many techies, both inside and outside the company, decrying Yahoo’s lawsuit.

Many of those engineers, as well as entrepreneurs — key constituencies for Yahoo’s revival — firmly believe a patent portfolio should only be used defensively.

Now, if the deal is approved, the move will have been turned a decidedly negative situation into a potentially stronger partnership.

Among the most notable parts of the deal is an arrangement to jointly sell big events and other packages to advertisers.

In addition, as it has in content, Facebook will allow Yahoo to be the first partner to feature information about its users’ “Likes” in actual display advertising on Yahoo.

Extending and adding to such contact-sharing was apparently one bone of contention in the talks to settle the lawsuits, although there had already been an element of that in a previous partnership between the pair. Yahoo is one of the few Facebook partners with access to information from its social graph; Facebook, in turn, gets user contact data from Yahoo.

Of course, how well the pair works together to deliver better experiences for its consumers and marketing for its advertisers remains to be seen.

But it’s clear that any rocky road in cooperation is much better than the legal quagmire both had been stuck in.

One thing is likely — the successful end to the tensions ups Levinsohn’s chances of getting the permanent CEO job. Directors have not given him the nod as yet, with another candidate — Hulu CEO Jason Kilar — as Levinsohn’s leading rival for the job, as I first reported yesterday.

Mike Callahan, Yahoo’s longtime and powerful general counsel, is leaving the company.

According to an internal memo, which is embedded below, Callahan does not have another job. But sources said that he has been considering departing the Silicon Valley Internet giant since the beginning of the year.

Ron Bell, who is now deputy GC for products and the Americas region, has been named interim GC reporting to interim CEO Ross Levinsohn.

It’s all very interim (except me — I started covering Yahoo in the mid-1990s and I never go away!).

Callahan has been around a long time too, serving as the top lawyer at the company for almost a decade, after arriving at Yahoo in 1999. In his job, he has been in charge of legal affairs and public policy globally.

In addition, he has played a very powerful role on a range of strategic, corporate governance and transactional issues at Yahoo.

That has included everything from Yahoo’s nasty hostile takeover battle with Microsoft to its eventual search and advertising partnership with the software giant. He has also been a key adviser to Yahoo’s musical chair series of CEOs over the last few years.

Callahan has also been deeply involved in Yahoo’s current patent settlement negotiations with Facebook — which, by the way, he was integral to waging under former CEO Scott Thompson.

Those talks are ongoing, although complex, with a likely cross-licensing agreement at some point in July.

Sources said that Callahan’s departure has nothing to do with the current investigation into the circumstances around the fake computer science degree on Thompson’s bio that caused a firestorm at Yahoo.

Several directors are looking into the controversy, most especially how the false information got into Yahoo’s legal filings.

That aside, the quiet and self-effacing Callahan has certainly been one of the steadier members of the management team over the years and his departure from Yahoo is a major one.

Here’s the memo that Levinsohn just sent around to the troops:

From: “Yahoo! Inc.”
Reply-To: “Yahoo! Inc.”
Date: Fri, 29 Jun 2012 14:00:14 -0700
To: All Worldwide
Subject: Executive Changes

Yahoos:

I’m writing to let you know about a change in our executive ranks and to wish a long time Yahoo goodbye. After twelve and a half years with Yahoo!, and almost nine years as our General Counsel, Mike Callahan has notified me of his decision to leave Yahoo! so that he can move on to new opportunities. We would like to thank him sincerely for his time at the Company.

During his time as General Counsel, Mike helped structure, recruit and retain a world class global team of legal, public policy, intellectual property, compliance and other professionals. Mike and his team have set the industry standard for substantive excellence, business partnership, creativity and, importantly, have had fun doing it. The long tenure of many of the legal and policy team is a credit to the organization that Mike has built. He has focused on team building, communication, and trust between department members and they have been a great contributor to the company at large.

In my time with Yahoo!, Mike has been a leader and great partner to me and the entire executive team and we will miss his calm demeanor and practical, results oriented advice. Along with the Board, I would like to thank Mike for his loyalty and service, and wish him well in whatever comes next for him.

With Mike’s departure, I am pleased that another long time legal Yahoo, Ron Bell, currently Deputy General Counsel for Products and the Americas Region, has agreed to serve as interim General Counsel reporting to me. Ron joined Yahoo! in July 1999, and over that time has served in numerous senior roles in the legal department, including as a Deputy General Counsel for the last 9 years — and has made his mark on many of our most strategic deals and initiatives over the years. Please join me in thanking Ron for stepping up into this new role and welcoming him to the executive team.

Ross

ross
Levinsohn

Interim CEO
& Head of Global Media

And here is the regulatory filing on Callahan’s departure to make it officially official:

YHOO-20120629-8K-20120628

Yahoo’s board has hired Spencer Stuart in yet another CEO search, although sources close to the company said that interim leader Ross Levinsohn is the prime candidate for the position at this point.

“It’s Ross’s to lose,” said one person close to the situation.

Levinsohn was appointed to the job on a temporary basis after the Silicon Valley Internet giant’s last CEO, Scott Thompson, was ousted after a resume-padding controversy.

At the time, the board indicated that there would be a search, although Yahoo Chairman Fred Amoroso said in an employee meeting that he was hoping Levinsohn would get the job.

Still, the move by the company’s directors could add more uncertainty to the already volatile mood at the Silicon Valley Internet giant, which has been rocked by a series of major changes in recent months.

Along with the Thompson fracas and a massive layoff, the board has had a massive turnover — including adding activist shareholder Daniel Loeb of Third Point and two of his colleagues, Michael Wolf and Harry Wilson.

Interestingly, all of the 11 directors are considered independent, according to a proxy filing Yahoo made earlier today.

And — in my humble opinion — they are also all pretty aggressive in their interest in helping run Yahoo beyond the typical board’s job of overall corporate governance.

Case in point: Several board members, along with Levinsohn, have been involved in serious negotiations to settle its patent infringement litigation with social networking giant Facebook.

Oh, it’s a very mouthy group — which is likely to give pause to any experienced exec who Spencer Stuart might query about the very difficult job of turning around Yahoo. (I truly feel for anyone who runs Yahoo, what with listening to all that expected backseat driving and kibitzing.)

The selection of Spencer Stuart is interesting, given that Heidrick & Struggles had done Yahoo’s previous search. But that talent search firm had gotten into it with Thompson, who accused Heidrick of adding a fake computer science degree to his bio. Heidrick vehemently denied the allegation.

The board members of the nominating committee in charge of the search are David Kenny, John Hayes, Thomas McInerney and Wolf. Kenny, who was once considered a Yahoo CEO contender (he now is CEO of the Weather Channel), is chair of the group.

Until we get some clarity, here is Yahoo’s proxy filed today, with all kinds of interesting info to chew on:

YHOO-20120604-DEF14A-20120712

I am a bit sleepy and getting ready for our 10th D: All Things Digital conference next week, so you are going to have to read for yourself this short regulatory filing Yahoo just made about its recent deal to sell half of its large stake in China’s Alibaba Group for about $7 billion.

The deets were all reported here earlier, but knock yourself out if you want more:

YHOO-20120524-8K-20120520

While former Yahoo CEO Scott Thompson fades from the tech scene — besides getting jacked from the top job at the Silicon Valley Internet giant, he’s also just come off two tech boards he had served on — the investigation over his hiring and how a fake computer science degree got into the company’s regulatory filings continues.

While the quick-fire controversy burned Thompson, as well as now former Yahoo director Patti Hart, the special committee of independent board members is still at work trying to figure out how such a mess was made in the first place.

And, more importantly, who knew what when and told whom.

At the time the committee was announced, Yahoo said it would “conduct a thorough review of CEO Scott Thompson’s academic credentials, as well as the facts and circumstances related to the review and disclosure of those credentials in connection with Thompson’s appointment as CEO.”

The special committee is chaired by Yahoo’s new Chairman Fred Amoroso and includes John Hayes and Thomas McInerney, two independent directors who joined the board in April.

Yahoo also hired independent counsel Terry Bird of the law firm Bird, Marella, Boxer, Wolpert, Nessim, Drooks and Licenberg in Los Angeles to handle the inquiry.

The company also noted at the time that “the special committee and the entire Board appreciate the urgency of the situation and the special committee will therefore conduct the review in an independent, thorough and expeditious manner. The Board intends to make the appropriate disclosures to shareholders promptly upon completion of the review.”

Gripped by urgency myself, I have grown weary waiting by the phone for some official answers, which sources said will not be forthcoming for some time.

But since I am the most curious of cats — uh-oh! — I started dialing around on my own to find out what’s what.

And, according to sources — especially since Thompson has settled with Yahoo and will not get severance due to the academic falsehood — the big focus is now centering on if the company’s staff screwed up the background check of his academic credentials, thus allowing it to get into its official filings with the Securities and Exchange Commission and also on Yahoo’s corporate Web site.

When Thompson was hired from eBay, where he was president of its PayPal payments division, the online commerce company had the correct bio information in its SEC filings, although not on its Web site or in its PR materials.

The question is: Did someone from Yahoo simply rely on Web bios and not check eBay filings and did anyone ever re-check Thompson’s college records? (Note: It took me 15 minutes flat to find out he did not have such a degree at Stonehill College in the Boston area.)

If lazy checking was the case, it spells rank incompetence on the part of staffers, as well as Hart, who headed the search after Yahoo fired its previous CEO Carol Bartz last fall.

A much more troubling line of inquiry taking place is aimed at the possibility that someone at Yahoo did discover the discrepancy in Thompson’s resume and either did not report it up the chain of command or did and it was either lost or ignored or, well, worse.

While this certainly ain’t Watergate, such a situation would be very hard for Yahoo to explain away as easily to shareholders, especially potentially litigious ones. As it is always said, the coverup can often be more damaging than the crime itself.

And, if it is determined by the special committee that certain employees knew of Thompson’s resume inaccuracy, it will most certainly result in dismissals of Yahoo employees.

The focus on the committee — which truly cannot sweep this under the rug, if it occurred in this much more serious scenario — is most obviously the legal department of Yahoo, which is responsible for making certain filings are accurate.

Also under scrutiny is the quickness of the hiring of Thompson.

Among the questions is how much vetting was done and whether adequate questions about him were asked among a variety of possible sources.

When he was picked in January, Thompson was a dark-horse candidate for many, including some Yahoo board members.

In fact, he was not on the initial headhunting lists prepared by outside talent search firm Heidrick & Struggles.

That’s because Heidrick had placed Thompson at eBay in mid-2000 and could not then recommend him to Yahoo. As it turned out, Thompson took it upon himself to cold email Yahoo board member and Intuit CEO Brad Smith about the job, who then passed Thompson’s interest to Hart.

Heidrick had no involvement in the checking of Thompson, although he later blamed the firm in a public meeting with Yahoo employees for putting the error in his bio in the first place from when he was hired at eBay. Heidrick quickly called the accusation “verifiably not true” in a memo to its own employees.

Sources said that meant that the firm had a resume that Thompson had submitted to it that also contained the error.

But the central mystery of how that mistake appeared on his bio will likely remain just that without further explanation from Thompson.

In a radio interview in 2009, he did not correct a specific question about the twin degrees he appeared to have held and seemed to even agree with the show’s host, Moira Gunn, about them.

Later, she told me in a video interview that Thompson had clearly indicated to her in the prep for that interview that he indeed had a computer science degree.

Still, it is still not clear — and may never be — who put the faux computer science credential on his resume in the first place.

So, with all apologies to Winston Churchill: It might remain a riddle wrapped in a mystery inside an enigma.

When last we tuned in to the ongoing drama that is the patent-infringement lawsuit that Yahoo aimed at Facebook, Yahoo had a CEO — Scott Thompson — who was full steam ahead in pressing the controversial legal action.

Now, multiple sources said, the Silicon Valley Internet giant has got a new one — interim CEO Ross Levinsohn — who is already reaching out to top execs at the social networking giant in hopes of finding a settlement.

Still, until peace reigns in the digital kingdom, the legal wrangling grinds on and, today, Facebook has answered Yahoo’s most recent claim of “inequitable conduct” because of false statement by moving to dismiss it.

Yahoo had called many of Facebook’s counterclaims — using some of its own newly obtained patents — “tainted,” and said Facebook’s actions were “retaliatory.”

Not so, answered Facebook lawyers today, claiming that Yahoo did not do its homework, and also that Yahoo had “no coherent theory or facts suggesting deceptive intent.”

Among other issues, Facebook alleges in the claim that Yahoo did not check if Facebook had filed an inventor affidavit with the Patent Office, related to two of the patents. Except, um, it did.

“Yahoo claims that two of the ten patents Facebook asserts are unenforceable due to inequitable conduct. But all of these allegations are unsupportable and/or deficient,” said the Facebook filing, which is embedded below. “First, Yahoo claims these patents do not list Joseph Liauw as an inventor and that there is no sworn statement by Mr. Liauw in the Patent Office records explaining his omission. Yahoo’s claim is demonstrably false. Yahoo made this allegation without actually reviewing the publically available Patent Office records, because these records include the exact sworn statement from Mr. Liauw Yahoo claims is missing.”

What? Yahoo not good at checking? Hmm … that sounds familiar!

It’s interesting that Facebook struck on the eve of its IPO on Friday, perhaps making it clear to investors that it was not going to pay up big bucks to Yahoo in what it clearly considers a patent shakedown.

I have a call into Yahoo PR for a comment, but have not heard back as yet.

Here is the latest filing, which is getting more legally confusing by the millisecond (I am now totally glad I decided not to go to law school, so make it stop, Ross!):

FINAL

And here is more affidavit stuff:

FH-60104311

As I reported earlier today, former Yahoo Scott Thompson left the Silicon Valley Internet giant with no severance.

The reason for the agreement was that the company was claiming “cause” for the parting, due to a fake computer science degree on his resume, as well as other issues that were raised from the controversy.

Yahoo said in filing today:

“Yahoo! and Mr. Thompson agreed to terminate all other agreements between them, including Mr. Thompson’s offer letter, all outstanding but not fully vested equity awards and Yahoo!’s other plans and arrangements for the benefit of employees, with no severance compensation.”

The former president of eBay’s PayPal payments unit will get “Make-Whole” cash bonus and already vested restricted stock units related to him leaving that job in January to become the CEO of Yahoo.

That totals about $7 million.

Here is the pertinent part of its just-filed document:

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) Resignation of Chief Executive Officer

Effective May 12, 2012, Scott Thompson resigned as Yahoo!’s Chief Executive Officer and President, as a member of the Board, and from all other positions with Yahoo!. Yahoo! entered into a separation agreement, dated May 12, 2012 (the “Separation Agreement”), with Mr. Thompson to memorialize the parties’ mutual desire to separate employment. The Separation Agreement provides, among other things:

• Mr. Thompson resigned from his position as Yahoo!’s Chief Executive Officer and all other positions he had with Yahoo!’s subsidiaries and affiliates, including as a director of Yahoo!.

• Yahoo! and Mr. Thompson agreed to terminate all other agreements between them, including Mr. Thompson’s offer letter, all outstanding but not fully vested equity awards and Yahoo!’s other plans and arrangements for the benefit of employees, with no severance compensation. However, in accordance with the terms of his offer letter, Mr. Thompson retained the make-whole cash bonus previously paid to him under his offer letter and the make-whole restricted stock units that had been granted to him pursuant to his offer letter and that had already vested.

• The parties reiterated their obligations with regard to disparagement under Mr. Thompson’s offer letter, providing that Mr. Thompson not knowingly disparage Yahoo! or its officers, directors, employees or agents in any manner likely to be harmful to their respective business, business reputation or personal reputation, and that Yahoo! instruct its Chairman, certain employees and executive officers not to knowingly disparage Mr. Thompson in any manner likely to be harmful to his business, business reputation or personal reputation other than in the good-faith performance of their duties to Yahoo! or in connection with their fiduciary duties to Yahoo! and applicable law.

• Yahoo! and Mr. Thompson agreed to a mutual release of claims related to Mr. Thompson’s employment and other relationships with, and the termination of Mr. Thompson’s employment and other relationships with, Yahoo! and Yahoo!’s affiliates, provided, that such release by Yahoo! does not apply to any liability arising out of any intentional and wrongful act by Mr. Thompson.

• Certain of Mr. Thompson’s obligations, such as those in relation to intellectual property and confidentiality, remained in effect.

The foregoing summary of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation Agreement, which is attached as Exhibit 99.02 and incorporated herein by reference.

And here is the full separation agreement:

SEPARATION AGREEMENT

This Separation Agreement (this “Agreement”) memorializes the parties’ mutual desire to separate, leading to the termination of employment with Yahoo! Inc. (“Yahoo!” or the “Company”).

1. Separation. Your last day of work with the Company and your employment termination date was May 12, 2012 (the “Separation Date”). To the extent you have not previously done so as of the Separation Date, you hereby resign from your position as the Chief Executive Officer of the Company and from any and all offices you have with the Company’s subsidiaries and/or affiliates, including the Company’s Board of Directors or any fiduciary or other committee with respect to any benefit plan of the Company or any of the Company’s subsidiaries and/or affiliates. You shall execute such additional documents as requested by the Company to evidence the foregoing. After the Separation Date, you shall not represent yourself as being an officer, director or employee of the Company or a fiduciary of any such benefit plan for any purpose.

2. Accrued Amounts. Yahoo! will pay you all Accrued Amounts (as defined below), subject to payroll deductions and required withholdings. You are entitled to these payments regardless of whether or not you sign this Agreement. Accrued Amounts means any accrued but unpaid base salary through date of termination paid in accordance with normal payroll practices, unreimbursed business expenses incurred prior to the date of termination paid in accordance with Company policies, and accrued but unused vacation time through the date of termination due in accordance with Company plans and policies. With respect to reimbursement for business expenses incurred prior to termination of your employment, you agree that, within thirty (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. For a copy of the Yahoo! expense form, please email payroll-perations@yahoo-inc.com. You should submit completed expense reports and receipts to the Expense Report Department at Yahoo!, 701 First Avenue, Sunnyvale, California 94089.

3. Consideration for this Agreement. Except as provided in Section 9 below, you and Yahoo! mutually agree to terminate any and all other contracts or agreements, including but not limited to the Offer Letter, and rights under all pension, welfare, equity and fringe plans, programs, awards, arrangements, and payroll practices; provided, however, that nothing in the Agreement requires you to repay or return to Yahoo! the Make-Whole Cash Bonus previously paid to you and the Make-Whole Restricted Stock Units that already have vested. Therefore, except as provided in this Agreement, this Separation Agreement supersedes and supplants any and all rights, claims, benefits and defenses you or the Company would otherwise enjoy or be entitled to assert pursuant to your Offer Letter or any other document previously executed relating to your employment with the Company.

4. Tax Matters.

a. Withholding. Yahoo! will withhold required federal, state and local taxes from any and all payments of the Accrued Amounts and make all tax reporting it determines it should make based on this Agreement.

b. Responsibility for Taxes. Other than Yahoo!’s obligation and right to withhold federal, state and local taxes and to pay the employer portion of FICA and FUTA, you will be responsible for any and all taxes, interest, and penalties that may be imposed with respect to the payments previously made or contemplated by this Agreement (including, but not limited to, those imposed under Internal Revenue
Code Section 409A).

5. Health Care Coverage. Nothing in this Agreement affects your right to timely elect and purchase at your own expense healthcare coverage under COBRA as provided by law.

6. Invention and Assignment to Yahoo!. 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 providing reasonable assistance or cooperation in legal proceedings.

7. Return of Company Property. Promptly after the Separation Date, 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). 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 agree immediately upon discovery to send an email to IPQuestionsSeparations@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.

8. Ongoing Obligations.

a. Intellectual Property and Proprietary Information. You acknowledge your continuing obligations under your Employee Confidentiality and Assignment of Inventions Agreement(s), the Offer Letter or any other agreement(s) signed thereafter containing restrictive covenants (collectively “NDAs”), including your obligation not to use or disclose any confidential or proprietary information of the Company, its subsidiaries or affiliated entities, not to solicit Yahoo! employees and, to the extent permitted by applicable law, not to solicit customers and not to compete with the Company, its subsidiaries or affiliated entities while you are employed, as specified in your NDAs. If you would like a copy of your signed NDAs, please contact David Windley at (408) 349-8449.

b. Nondisparagement. You agree, for five years after your employment with the Company terminates, not to knowingly disparage the Company or its officers, directors, employees or agents in any manner likely to be harmful to it or them or its or their business, business reputation or personal reputation. The foregoing shall not be violated by statements that are truthful, complete and made in good faith in required responses to legal process or governmental inquiry. You agree that any breach of this nondisparagement provision shall be a material breach of this Agreement. The Company will instruct its Chairman, the chief Yahoos, and the named executive officers of the Company, other than in the good-faith performance of their duties to the Company or in connection with their fiduciary duties to the Company and applicable law, for a period of five years following your employment has terminated, not to knowingly disparage you in any manner likely to be harmful to you or your business reputation or personal reputation. The foregoing shall not be violated by statements which are truthful, complete, and made in good faith in required response to legal process or governmental inquiry.

9. Release of Claims. In consideration for, and as a condition of the payments and benefits provided to you pursuant to this Agreement, 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 and which arise out of or are in any way related to your employment or other relationship, or termination of such employment or other relationship, with the Company or any of the Company’s subsidiaries and/or affiliates, including but not limited to: (1) all claims related to your compensation or benefits from the Company, including wages, salary, bonuses, commissions, vacation pay, expense reimbursements (to the extent permitted by applicable law), severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (2) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (3) all tort claims, including without limitation claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (4) 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; provided, however, that nothing herein shall (i) release the Company from any claims arising from or by reason of any breach by the Company of this Agreement; or (ii) interfere with your rights, if any, to indemnification or director’s and officer’s liability insurance coverage provided to you by any agreement with the Company or any provision or any By-Law of the Company or application of law. 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 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 or retaliation on the basis of workers’ compensation status, but does not include workers’ compensation claims. Excluded from this Agreement are any claims which by law cannot be waived in a private agreement between employer and employee. You have 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, however, you waive any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalf. The Company releases you from all claims to the same extent that you release it, and nothing in this Agreement shall be deemed to apply to any liability arising out of any intentional and wrongful act by you.

10. Representations.

a. You acknowledge and agree that you have not been denied any rights including, but not limited to, 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. You represent that your age was not the basis for any Company decision or action affecting you, and acknowledge that the Company relied on that representation in entering into this Agreement.

b. You acknowledge and agree that the benefits provided under this Agreement are in full discharge of any and all liabilities and obligations of the Company and/or any of the Company’s subsidiaries and/or affiliates to you, monetarily or otherwise, including but not limited to any and all obligations arising under the Offer Letter and any other alleged written or oral employment or consulting agreement, policy, plan or procedure of the Company and/or any alleged understanding or arrangement between you and the Company and/or any of the Company’s subsidiaries and/or affiliates.

c. You acknowledge and agree that by virtue of the foregoing Release, you have waived any relief available to you (including without limitation, monetary damages, equitable relief and reinstatement) under any of the claims and/or causes of action waived in this Agreement. Therefore, you agree that you will not accept any award or settlement from any source or proceeding (including but not limited to any proceeding brought by any other person or by any government agency) with respect to any claim or right waived in this Agreement.

11. Release of Unknown Claims. You and the Company acknowledge having read and understanding 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 and the Company hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims.

12. 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!. 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. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of California without regard to the principles of conflicts of law.

13. No Admission; Rules of Construction.

a. This Agreement is not intended, and shall not be construed, as an admission that any Released Party has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever against you.

b. Should any provision of this Agreement require interpretation or construction, it is agreed by the parties that the entity interpreting or construing this Agreement shall not apply a presumption against one party by reason of the rule of construction that a document is to be construed more strictly against the party who prepared the document.

14. Counterparts: This Agreement may be signed in counterparts, each of which shall be an original with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of copies of an executed document shall be deemed a valid delivery of an executed Agreement.

If this Agreement is acceptable to you, please sign below on or after the Separation Date and return the original to David Windley at 701 First Avenue, Sunnyvale, California 94089.

I wish you good luck in your future endeavors.

Sincerely,

YAHOO ! INC .
By: /s/ Michael J. Callahan
Michael J. Callahan
Executive Vice President, General Counsel and
Secretary

AGREED AND VOLUNTARILY EXECUTED:
/s/ Scott Thompson
5/12/2012
Date
cc: Personnel File

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• How Did a Phantom CS Degree Get on CEO’s Bio in SEC Filings? Yahoo’s Not Saying.
• Yahoo’s Response on CEO’s Computer Science ResumeGate: “Inadvertent Error”
• Dan Loeb Alleges “Discrepancies” on Yahoo CEO Scott Thompson’s Resume Related to Computer Science Degree

According to numerous sources, Yahoo is claiming “cause” in its parting with former CEO Scott Thompson, related to the fake computer science degree on his resume.

Such a determination will mean the company is not obligated to pay him the large severance that would have been due to him otherwise.

In his offer letter on January 3, Yahoo spelled out the terms of the employment agreement, noting what would happen if he left the company under more positive “without cause” terms.

“If Mr. Thompson’s employment is terminated by the Company without cause or by Mr. Thompson for good reason, the Company will offer him severance benefits similar to the benefits it provides to other senior executives of the Company at the time of his termination,” reads the document, which was filed with the Securities and Exchange Commission. “In addition, if Mr. Thompson’s employment is terminated by the Company without cause, by Mr. Thompson for good reason, or due to Mr. Thompson’s death or disability, the Make-Whole RSUs that are then outstanding and unvested will fully vest upon his termination.”

The “Make-Whole” RSUs — or restricted stock units, related to his time as president of eBay’s PayPal payments division — were valued at $6.5 million in Yahoo’s SEC filings.

But sources said Yahoo has relied on another clause in Thompson’s offer letter, titled “Code of Ethics and Yahoo! Policies,” to make the case that it would not have to pay out such a large sum to him.

Reads the clause:

“Yahoo! is committed to creating a positive work environment and conducting business ethically. As an employee of Yahoo!, you will be expected to abide by the Company’s policies and procedures including, but not limited to, Yahoo!’s Guide2Working@Y!, Yahoo!’s Code of Ethics and Yahoo!’s Corporate Governance Guidelines,” reads the letter. “Yahoo! requests that you review, sign and bring with you on your Employment Start Date, the enclosed Code of Ethics Acknowledgment Form.”

Under the Silicon Valley Internet giant’s ethical terms, the borked bio and how it got that way — which was still under investigation when Thompson stepped down — was the major issue in his ouster, since he was responsible for making sure it was accurate when submitted for regulatory filings.

In addition, while Thompson publicly blamed a headhunting firm for making the error back in the mid-2000 timeframe, that company — Heidrick & Struggles — hit back, saying his claims were “verifiably not true.” According to sources, Heidrick apparently possesses an inaccurate resume submitted to them by Thompson.

Heidrick, which placed Thompson at eBay many years ago, was not involved in his hiring at Yahoo. It had to recuse itself from his vetting as part of its search for a new Yahoo CEO, because it had placed him previously.

In fact, Thompson had nominated himself for the job via cold emails with Yahoo board members and was examined and hired quickly.

Perhaps too quickly, given the poor background check that was discovered by activist shareholder Daniel Loeb of Third Point.

Sources close to the board said that investor pressure relate to these credibility lapses grew too loud, along with employee rancor at Thompson’s actions — forcing the issue this weekend.

What was definitely not a reason for Thompson’s departure from Yahoo — although it was unfortunate timing — was an unspecified “illness” I referenced in my initial story on the subject.

(Note to readers: I found out this weekend that illness was thyroid cancer. But I declined to name it specifically, since I felt it was Thompson’s right to publicly reveal such a personal health issue and not mine. While I recently suffered a stroke and the experience perhaps influenced this editorial decision, the cancer was only a side issue to the resume drama at Yahoo and not naming it specifically seemed, well, more responsible to me. Argue amongst yourselves about it, but that’s my take. And also, I wish Thompson a successful treatment and speedy recovery)

That said, The Wall Street Journal did an entire piece about the cancer today today, noting that “the decision to step down from Yahoo was in part influenced by Mr. Thompson’s cancer diagnosis.”

That might have been true for Thompson — a source close to him characterized the parting as “mutually agreed” — and perhaps his illness accelerated the resume controversy.

But all that aside, he was given no choice in the matter by the Yahoo board, numerous sources said. The parting was almost entirely due to the mess about the botched bio and all its implications.

In fact, in all its public communications about his leaving, Yahoo and its execs offered no token thanks and barely even mentioned Thompson, such as in its official statement yesterday.

It read, referring to newly chosen interim CEO Ross Levinsohn: “Mr. Levinsohn replaces Scott Thompson, former Chief Executive Officer, who has left the Company.”

And left it he has, without a choice and with what will be a much smaller settlement, sources said. It is not clear when Yahoo has to unveil those terms in public documents.

RELATED POSTS:

• Yahoo’s Parting With Thompson Will Be for “Cause” (a.k.a. CSLie)
• Ross Levinsohn’s Yahoo Plan: Back to the Future
• Here’s New Yahoo CEO’s First Note to Troops! (The Leaking-Internal-Memos-to-ATD Policy Remains in Effect As Usual)
• Yahoo Officially Confirms ATD Report on CEO Changes and Proxy Settlement
• Meet the Man I Call “The Hair”: The Video Stylings of Yahoo’s Newest CEO Ross Levinsohn
• Will Thompson’s Ouster Mean a Yahoo-Facebook Patent Settlement Too?
• Exclusive: Yahoo’s Thompson Out; Levinsohn In; Board Settlement With Loeb Nears Completion
• Heidrick & Struggles Slaps Back at Thompson’s Yahoo in Blame Game Over ResuMess
• Is He In or Is He Out? Crunchtime for Scott Thompson at Yahoo.
• Not So Scott Free? Yahoo’s Other Big Shareholder — Cap Re — Leaning Toward Supporting Loeb Over Thompson ResuMess.
• Tech Nation’s Gunn Says She and Yahoo CEO Discussed Their CS Degrees Before 2009 Show (Video and Audio)
• Loeb Calls Again for Thompson Firing From Yahoo, as Former eBay Boss Supports Him
• Place Your Bets: Will Loeb Drop Another Bomb on Yahoo at Vegas Confab Later Today?
• Exclusive: Yahoo Director in Charge of Botched CEO Vetting to Step Down From Board
• CEO Says Sorry to Yahoos for Borked Bio “Distraction” — But Will Mea Culpa Work Without an Apology for Error? (Memo)
• Buffett Comments on Trust Issue in Yahoo CEO BioGate: “You’ve Got a Problem”
• Loeb Lobs Lawsuit, as Expected, at Yahoo’s Borked Bio Mess
• As Yahoo CEO Reaches Out to Top Staff, Board Meets to Weigh “Options” (I.E., Deciding Who Gets to Take the Borked Bio Blame)
• Yahoo Should Expect Incoming Lawsuit Lobbed by Loeb Tomorrow on CEO Hiring
• They Shoot Yahoo CEOs, Don’t They? But Not Without a Really Smoking Gun and a Much Stronger Board.
• Yahoo’s Thompson Asks Employees to “Stay Focused” — Except Not on Him
• In 2009 Interview, Yahoo CEO Does Not Deny He Has a CS Degree, and Calls Himself an “Engineer” (Audio)
• Yahoo’s Board Will “Review” Resume Discrepancy of CEO
• How Did a Phantom CS Degree Get on CEO’s Bio in SEC Filings? Yahoo’s Not Saying.
• Yahoo’s Response on CEO’s Computer Science ResumeGate: “Inadvertent Error”
• Dan Loeb Alleges “Discrepancies” on Yahoo CEO Scott Thompson’s Resume Related to Computer Science Degree

Here you go, on what I reported earlier today on Yahoo CEO Scott Thompson stepping down, being replaced by current global media head Ross Levinsohn on an interim basis, the naming of board member Fred Amoroso as chairman and director changes related to the settling of its proxy fight with Third Point’s Daniel Loeb. The company is confirming the whole thing in an official press release.

The news brings to a close Yahoo’s latest controversy, involving a fake computer science degree that somehow was on Thompson’s bio and also in official filings of the Silicon Valley Internet giant.

As you can see, the statements have almost zero to say about Thompson. Sources said that the board reached a settlement with him — I am trying to find out more, natch — after more and more problematic issues cropped up in recent days.

But for now, I am going to buy myself some Mother’s Day chocolates and find my kids:

YAHOO! NAMES FRED AMOROSO CHAIRMAN AND APPOINTS ROSS LEVINSOHN INTERIM CEO

BOARD ANNOUNCES SETTLEMENT WITH THIRD POINT LLC

Sunnyvale, Calif. — May 13, 2011 – Yahoo! Inc. (NASDAQ: YHOO) today announced that the Board of Directors has named Fred Amoroso as Chairman of the Board of Directors and Ross Levinsohn as interim Chief Executive Officer, effective immediately. The Company also announced that its Board has reached an agreement with Third Point LLC (“Third Point”) to settle its pending proxy contest related to the Company’s 2012 annual meeting of shareholders.

Mr. Amoroso replaces Roy Bostock, who has stepped down from his role as Non-Executive Chairman in order to accelerate the leadership transition for the new Board. Mr. Levinsohn replaces Scott Thompson, former Chief Executive Officer, who has left the Company.

Under the Board’s settlement agreement with Third Point, three Third Point nominees — Daniel S. Loeb, Harry J. Wilson, and Michael J. Wolf — will join the Yahoo! Board, effective May 16, 2012. Mr. Bostock, along with Patti Hart, VJ Joshi, Arthur Kern and Gary Wilson, all of whom previously disclosed their intentions not to stand for re-election, as well as Mr. Thompson, have decided to step down from the Board immediately.

As a part of the settlement agreement, Third Point, which owns an aggregate of 70,545,400 shares, or 5.8% of Yahoo! common stock, has agreed to withdraw its previous Board nominations for consideration at the annual meeting and vote its shares in support of Yahoo!’s nominees. Yahoo!’s slate of director nominees for election or re-election at the 2012 annual meeting of stockholders will now include Fred Amoroso, John Hayes, Peter Liguori, Thomas McInerney, Maynard Webb, Sue James, David Kenny, Brad Smith, Daniel S. Loeb, Harry J. Wilson and Michael J. Wolf.

As interim CEO, Mr. Levinsohn will manage the Company’s day-to-day operations with assistance from Yahoo!’s existing senior leadership team.

“The Board is pleased to announce these changes and the settlement with Third Point, and is confident that they will serve the best interests of our shareholders and further accelerate the substantial advances the Company has made operationally and organizationally since last August. The Board believes in the strength of the Company’s business and assets, and in the opportunities before us, and I am honored to work closely with my fellow directors and Ross to continue to drive Yahoo! forward,” said Fred Amoroso, Chairman of the Yahoo! Board of Directors.

Mr. Amoroso continued, “On behalf of the entire Board, I would also like to thank Patti, VJ, Arthur, Gary and, in particular, Roy, for their dedicated long-term service and contributions to the Board and Yahoo!.”

Third Point Chief Executive Officer Daniel S. Loeb stated: “Harry, Michael and I are delighted to join the Yahoo! Board and work collaboratively with our fellow directors to foster a culture of leadership dedicated to innovation, excellence in corporate governance, and responsiveness to users, advertisers and partners. We are confident this Board will benefit from shareholder representation, and we are committed to working with new leadership to unlock Yahoo!’s significant potential and value.”

Third Point Director Nominee Jeff Zucker stated: “I have been supportive of Third Point’s efforts since Daniel asked me to join the slate. When I became aware of Yahoo!’s offer of three board seats to Third Point, I approached Daniel and let him know that I would be happy to step aside to quickly facilitate a settlement. I believe that it is in Yahoo!’s best interests to avoid a prolonged proxy fight and have new board members immediately to help move the company forward. While there is clearly much work to be done, this is the right combination of talented executives to do just that.”

RELATED POSTS:

• Yahoo’s Parting With Thompson Will Be for “Cause” (a.k.a. CSLie)
• Ross Levinsohn’s Yahoo Plan: Back to the Future
• Here’s New Yahoo CEO’s First Note to Troops! (The Leaking-Internal-Memos-to-ATD Policy Remains in Effect As Usual)
• Yahoo Officially Confirms ATD Report on CEO Changes and Proxy Settlement
• Meet the Man I Call “The Hair”: The Video Stylings of Yahoo’s Newest CEO Ross Levinsohn
• Will Thompson’s Ouster Mean a Yahoo-Facebook Patent Settlement Too?
• Exclusive: Yahoo’s Thompson Out; Levinsohn In; Board Settlement With Loeb Nears Completion
• Heidrick & Struggles Slaps Back at Thompson’s Yahoo in Blame Game Over ResuMess
• Is He In or Is He Out? Crunchtime for Scott Thompson at Yahoo.
• Not So Scott Free? Yahoo’s Other Big Shareholder — Cap Re — Leaning Toward Supporting Loeb Over Thompson ResuMess.
• Tech Nation’s Gunn Says She and Yahoo CEO Discussed Their CS Degrees Before 2009 Show (Video and Audio)
• Loeb Calls Again for Thompson Firing From Yahoo, as Former eBay Boss Supports Him
• Place Your Bets: Will Loeb Drop Another Bomb on Yahoo at Vegas Confab Later Today?
• Exclusive: Yahoo Director in Charge of Botched CEO Vetting to Step Down From Board
• CEO Says Sorry to Yahoos for Borked Bio “Distraction” — But Will Mea Culpa Work Without an Apology for Error? (Memo)
• Buffett Comments on Trust Issue in Yahoo CEO BioGate: “You’ve Got a Problem”
• Loeb Lobs Lawsuit, as Expected, at Yahoo’s Borked Bio Mess
• As Yahoo CEO Reaches Out to Top Staff, Board Meets to Weigh “Options” (I.E., Deciding Who Gets to Take the Borked Bio Blame)
• Yahoo Should Expect Incoming Lawsuit Lobbed by Loeb Tomorrow on CEO Hiring
• They Shoot Yahoo CEOs, Don’t They? But Not Without a Really Smoking Gun and a Much Stronger Board.
• Yahoo’s Thompson Asks Employees to “Stay Focused” — Except Not on Him
• In 2009 Interview, Yahoo CEO Does Not Deny He Has a CS Degree, and Calls Himself an “Engineer” (Audio)
• Yahoo’s Board Will “Review” Resume Discrepancy of CEO
• How Did a Phantom CS Degree Get on CEO’s Bio in SEC Filings? Yahoo’s Not Saying.
• Yahoo’s Response on CEO’s Computer Science ResumeGate: “Inadvertent Error”
• Dan Loeb Alleges “Discrepancies” on Yahoo CEO Scott Thompson’s Resume Related to Computer Science Degree

While he has only been CEO of Yahoo for less than five months, in the next several days Yahoo CEO Scott Thompson is facing perhaps the most critical moment of his short tenure.

According to sources with knowledge of the situation, the board of Yahoo is not likely to take long in assessing whether he will stay or if he will be let go, due to a controversy around how a non-existent computer science degree got on his bio and also in Yahoo regulatory filings.

A special committee of independent directors is now investigating the matter, including trying to assess the damage has had on Thompson’s ability to lead the Silicon Valley Internet giant.

How quickly the board moves is likely to be a sign of their intent. If within the next days, it is likely to let the former president of eBay’s PayPal payments unit go and replace him with a current company exec; if it waits longer and shows some public support of him — which the board has not done since the scandal erupted — Thompson’s chances are better that he will only be given some sort of censure.

One important task is also closely considering the impact of possible legal problems related to Thompson and others signing documents with the Securities and Exchange Commission that were not accurate.

One thing is clear from interviews with multiple sources, many members of the board have not been happy with how Thompson has handled the matter since activist shareholder Daniel Loeb of Third Point uncovered the problem a week ago.

While first tossing the borked bio as an “inadvertent error,” Thompson was then largely silent about the issue with staff, despite being in close meetings with them, which caused stress among key execs.

Then, he made a public announcement in which he apologized for only the “distraction” caused by the incident and not the error itself as some had hoped he would.

Yesterday, apparently feeling it was time to try to explain things face-to-face, Thompson made another attempt to explain what happened in two separate meetings with his direct reports and then his senior staff, apparently trying to get through to employees that he did not fake his resume nor did he give an inaccurate bio to Yahoo when he was being hired for the job earlier this year.

Thompson thought it was time — now that the board investigation was underway — to answer questions directly, said a source.

Among other things, Thompson gave a somewhat convoluted explanation that it appeared in his bio due to a misunderstanding during an interview with a headhunting firm. And that he never noticed it once it proliferated And that when an NPR interviewer asked him directly about his CS degree, he did not want to correct her in mid-discussion — although others report he said he did not hear the question fully.

Sources said Thompson — who is on the midst of initiating changes across a large and troubled organization, after laying off 2,000 employees — thought the sessions went well, that he clearly communicated that he was taking blame for the problem and its repercussions. Those sources also noted that he received support for doing so after the talks.

But, more than a dozen others I interviewed who were listening remotely — some of whom I sought out and some who contacted me directly — thought Thompson’s complex explanation was deeply problematic and that he tried to foist the blame on others rather than on himself.

Every one of these people expressed the need for him to step down to allow Yahoo to move forward.

What the board thought about the performance is still not clear, said sources, but things are coming down to two distinct scenarios.

The first is a quick parting of the ways with Thompson, within days, either for cause or via a negotiated settlement. Others at Yahoo involved with perpetuating the mistake in the bio are also at risk.

This option is perhaps the more likely at this moment, unless the scandal dissipates and employees continued rancor over the situation can be assuaged soon.

In this case, sources said, Thompson will be replaced by a current board member or a member of the top staff. When directors fired Carol Bartz last fall, CFO Tim Morse became interim CEO and he is one of the likely candidates for the job again.

The second scenario centers on needing Thompson to complete a number of complex transactions related to the sale of Yahoo’s Chinese assets and its re-negotiations with Microsoft over its troubled search partnership, among other things.

In that case, Thompson will be censured in some manner by the board and will also probably have to endure some punishment for allowing false regulatory documents to be filed by Yahoo. Others at Yahoo will also be subject to the same treatment in such an outcome.

How will it turn out?

Only board member Patti Hart has so far paid for her faulty vetting of Thompson, stepping down from the board earlier this week.

But whether she will be the only shoe to drop in what has turned out to be a bizarre wildfire that as raged across Yahoo’s troubled landscape remains to be seen.

Thus, most definitely watch this space this weekend.

RELATED POSTS:

• Yahoo’s Parting With Thompson Will Be for “Cause” (a.k.a. CSLie)
• Ross Levinsohn’s Yahoo Plan: Back to the Future
• Here’s New Yahoo CEO’s First Note to Troops! (The Leaking-Internal-Memos-to-ATD Policy Remains in Effect As Usual)
• Yahoo Officially Confirms ATD Report on CEO Changes and Proxy Settlement
• Meet the Man I Call “The Hair”: The Video Stylings of Yahoo’s Newest CEO Ross Levinsohn
• Will Thompson’s Ouster Mean a Yahoo-Facebook Patent Settlement Too?
• Exclusive: Yahoo’s Thompson Out; Levinsohn In; Board Settlement With Loeb Nears Completion
• Heidrick & Struggles Slaps Back at Thompson’s Yahoo in Blame Game Over ResuMess
• Is He In or Is He Out? Crunchtime for Scott Thompson at Yahoo.
• Not So Scott Free? Yahoo’s Other Big Shareholder — Cap Re — Leaning Toward Supporting Loeb Over Thompson ResuMess.
• Tech Nation’s Gunn Says She and Yahoo CEO Discussed Their CS Degrees Before 2009 Show (Video and Audio)
• Loeb Calls Again for Thompson Firing From Yahoo, as Former eBay Boss Supports Him
• Place Your Bets: Will Loeb Drop Another Bomb on Yahoo at Vegas Confab Later Today?
• Exclusive: Yahoo Director in Charge of Botched CEO Vetting to Step Down From Board
• CEO Says Sorry to Yahoos for Borked Bio “Distraction” — But Will Mea Culpa Work Without an Apology for Error? (Memo)
• Buffett Comments on Trust Issue in Yahoo CEO BioGate: “You’ve Got a Problem”
• Loeb Lobs Lawsuit, as Expected, at Yahoo’s Borked Bio Mess
• As Yahoo CEO Reaches Out to Top Staff, Board Meets to Weigh “Options” (I.E., Deciding Who Gets to Take the Borked Bio Blame)
• Yahoo Should Expect Incoming Lawsuit Lobbed by Loeb Tomorrow on CEO Hiring
• They Shoot Yahoo CEOs, Don’t They? But Not Without a Really Smoking Gun and a Much Stronger Board.
• Yahoo’s Thompson Asks Employees to “Stay Focused” — Except Not on Him
• In 2009 Interview, Yahoo CEO Does Not Deny He Has a CS Degree, and Calls Himself an “Engineer” (Audio)
• Yahoo’s Board Will “Review” Resume Discrepancy of CEO
• How Did a Phantom CS Degree Get on CEO’s Bio in SEC Filings? Yahoo’s Not Saying.
• Yahoo’s Response on CEO’s Computer Science ResumeGate: “Inadvertent Error”
• Dan Loeb Alleges “Discrepancies” on Yahoo CEO Scott Thompson’s Resume Related to Computer Science Degree

One of Yahoo’s biggest long-term investors, Capital Research and Management, which owns more than 10 percent of the company in two different funds, is leaning toward voting for the slate proposed by activist shareholder Daniel Loeb of Third Point, in the wake of the controversy around the botched bio of its new CEO Scott Thompson.

“Having a CEO with that hanging over his head is really a problem going forward,” said one person with knowledge of the situation. “It’s hard to pretend this is not a problem.”

While sources said Yahoo’s longtime institutional investor — which currently holds large stakes via its Capital Research Global Investors and Capital World Investors funds — is not likely to go public with their voting choice until close to the annual meeting, which will take place sometime this summer.

But its fund managers have told key Yahoo board members of their grave concerns over the situation.

Ironically, in the last proxy fight showdown with Carl Icahn, Capital removed its support of Yahoo’s slate too and was an important influence to many major changes at the company.

Such a move is problematic for Thompson, since the rejection of another big shareholder at its upcoming annual meeting will keep the unusual issue and right in the middle of a noisy proxy fight.

A special committee of the Yahoo board is investigating the situation — in which a fake computer science degree somehow got on the resume of the former president of eBay’s PayPal payments unit and later into official Yahoo regulatory filings.

The problem was uncovered last week — unfortunately for the Silicon Valley Internet giant — by Loeb, who has been banging away on Yahoo since.

A trio of independent Yahoo directors is looking into the mess, with a focus on how that happened, whether anyone at Yahoo knew of the inaccurate bio and how it got there in the first place.

Also of great concern, is how Thompson could have not seen the error in the many years it was on the Web site of eBay and also how he approved a bio that had the inaccuracy in it when he was hired by Yahoo in January.

Worse still, in a 2009 interview, he clearly did not say he did not have such a degree in with a radio show host when directly asked about it.

“It’s a little hard believe an executive of this level would have missed such a thing, when he had so many opportunities to fix it,” said one source. “And, if he did overlook it that many times, that’s a problem too.”

In fact, according to a report earlier today by Business Insider that I also confirmed, Thompson told employees today in two separate meetings that he did miss the error since it was placed there — inexplicably — in 2004. In the meeting, he blamed a low-level headhunting staffer who added it incorrectly, an error that then proliferated.

Thompson also said he did not provide a resume to the company in his hiring process — say whaaaat, but true — although this still does not absolve him from the original error.

As to the interview: Thompson said he did not want to be rude and correct the host of TechNation, Moira Gunn, after she clearly asserted to him he had a computer science degree as part of a question on his qualifications. Others present at the meetings said he said he did not hear the question.

But, in an video interview with me yesterday, though, Gunn said she and Thompson discussed a computer science education in a way that left the clear impression that he had obtained one.

While Thompson’s excuse may beggar the imagination of some, it’s his story and he’s sticking to it. In all seriousness, his complete lack of willingness to take responsibility for the error — even if it was not his fault — itself is a little startling.

Because what’s not clear is how the bio was miraculously correct in eBay’s official filings and also if it is plausible that he never saw the mistake.

Numerous communications execs at Internet companies told me that it was unusual for a high-level exec not to pay close attention to information that went out about them, especially in legal filings. In addition, just as many execs are made to check and swear on their bios that go into such documents.

In fact, it was Thompson’s job to make sure the things written about him were correct at all times. As CEO, as a major Silicon Valley player pointed out, he is required by federal law to personally certify Yahoo’s Securities and Exchange Commission filings. Violations of these rules carry financial and also potential criminal penalties.

Sources said the board is worried about that credibility issue too and it puts Thompson in an ever-dicier position. Noticeably, the board has yet to make a public statement of support for him on the issue.

Also a major worry for the directors is the mostly negative response to the situation from Yahoo employees, who are deeply upset that Thompson’s error was not caught and that he might not be treated in the same way as anyone else who turned in a false resume, whether it was by accident or not.

A Yahoo spokeswoman told me last week that there was also support internally for Thompson, but in many dozens of interviews I have done with Yahoo employees and a continued monitoring of internal bulletin board, the tone is not in his favor by any means.

Like I said, it’s a dicey time to be Scott Thompson right now.

RELATED POSTS:

• Yahoo’s Parting With Thompson Will Be for “Cause” (a.k.a. CSLie)
• Ross Levinsohn’s Yahoo Plan: Back to the Future
• Here’s New Yahoo CEO’s First Note to Troops! (The Leaking-Internal-Memos-to-ATD Policy Remains in Effect As Usual)
• Yahoo Officially Confirms ATD Report on CEO Changes and Proxy Settlement
• Meet the Man I Call “The Hair”: The Video Stylings of Yahoo’s Newest CEO Ross Levinsohn
• Will Thompson’s Ouster Mean a Yahoo-Facebook Patent Settlement Too?
• Exclusive: Yahoo’s Thompson Out; Levinsohn In; Board Settlement With Loeb Nears Completion
• Heidrick & Struggles Slaps Back at Thompson’s Yahoo in Blame Game Over ResuMess
• Is He In or Is He Out? Crunchtime for Scott Thompson at Yahoo.
• Not So Scott Free? Yahoo’s Other Big Shareholder — Cap Re — Leaning Toward Supporting Loeb Over Thompson ResuMess.
• Tech Nation’s Gunn Says She and Yahoo CEO Discussed Their CS Degrees Before 2009 Show (Video and Audio)
• Loeb Calls Again for Thompson Firing From Yahoo, as Former eBay Boss Supports Him
• Place Your Bets: Will Loeb Drop Another Bomb on Yahoo at Vegas Confab Later Today?
• Exclusive: Yahoo Director in Charge of Botched CEO Vetting to Step Down From Board
• CEO Says Sorry to Yahoos for Borked Bio “Distraction” — But Will Mea Culpa Work Without an Apology for Error? (Memo)
• Buffett Comments on Trust Issue in Yahoo CEO BioGate: “You’ve Got a Problem”
• Loeb Lobs Lawsuit, as Expected, at Yahoo’s Borked Bio Mess
• As Yahoo CEO Reaches Out to Top Staff, Board Meets to Weigh “Options” (I.E., Deciding Who Gets to Take the Borked Bio Blame)
• Yahoo Should Expect Incoming Lawsuit Lobbed by Loeb Tomorrow on CEO Hiring
• They Shoot Yahoo CEOs, Don’t They? But Not Without a Really Smoking Gun and a Much Stronger Board.
• Yahoo’s Thompson Asks Employees to “Stay Focused” — Except Not on Him
• In 2009 Interview, Yahoo CEO Does Not Deny He Has a CS Degree, and Calls Himself an “Engineer” (Audio)
• Yahoo’s Board Will “Review” Resume Discrepancy of CEO
• How Did a Phantom CS Degree Get on CEO’s Bio in SEC Filings? Yahoo’s Not Saying.
• Yahoo’s Response on CEO’s Computer Science ResumeGate: “Inadvertent Error”
• Dan Loeb Alleges “Discrepancies” on Yahoo CEO Scott Thompson’s Resume Related to Computer Science Degree

As expected, activist shareholder Daniel Loeb of Third Point released a new letter on the bio controversy he set off at Yahoo, again calling for the firing of its CEO, Scott Thompson.

“It seems farcical to us that the Board will most likely spend more time deliberating over whether Mr. Thompson should be fired than it did properly vetting whether he should have been hired,” read the letter in part. “The necessary investigation into whether certain senior executives and Board Members knew of Mr. Thompson’s deceptions before hiring him should not delay decisive action over his ethical breaches.”

Loeb, who is waging a proxy fight with Yahoo over board seats he wants, also offered to work with the Yahoo board to find a new CEO if it accepted his slate of directors. In the interim, he suggested Yahoo put either CFO Tim Morse or media head Ross Levinsohn in the job. Morse had taken that position temporarily after Yahoo fired its last CEO Carol Bartz last fall.

Confused yet?

Loeb set off a management crisis there last week with the revelation that Thompson had added a fake computer science degree to his bio.

The first casualty came yesterday with the stepping down of Yahoo director Patti Hart, who was charged with vetting Thompson for the job.

The Yahoo board also announced yesterday that it would be conducting a probe of the circumstances around the hiring, as well as how the faux academic credentials got in Thompson’s bio and also the company’s regulatory filings.

The new letter was a reaction to Thompson’s apology on Monday for the borked bio becoming a “distraction” (but not, oddly, for the mistake itself). Loeb had previously called for Thompson’s firing over the bio fibbing.

Loeb will be appearing at an investor conference in Las Vegas later today, where he will surely be asked about the situation.

In related news, eBay CEO John Donahoe, Thompson’s former boss, lent words of support, but also underscored that the online commerce company’s legal filings of his bio were always correct, even if its Web site and other PR documents handed out were not. Thompson came to Yahoo from a stint as president of eBay’s PayPal payments unit.

As reported by Bloomberg, Donahoe said:

“When Scott was hired at EBay Inc., all of EBay’s filings had the accurate information. Some of EBay’s PR materials had that bio. Our legal filings were taken care of by our legal department. Some of the PR materials had that info,” he said while in Tokyo of the correct bio versus the incorrect one.

Donahoe added: “I think Scott Thompson did a great job at PayPal. I think he’s a very talented leader and I believe he can help Yahoo. I hope they get through this and he can continue to do the very challenging job he’s got of helping to turn Yahoo around. I’m Scott’s biggest fan.”

This has been the first public support of Thompson by a prominent Internet figure, which might help lagging morale at the company.

Here’s the full version of the latest Loeb letter:

Third Point May 9 Letter Release

RELATED POSTS:

• Yahoo’s Parting With Thompson Will Be for “Cause” (a.k.a. CSLie)
• Ross Levinsohn’s Yahoo Plan: Back to the Future
• Here’s New Yahoo CEO’s First Note to Troops! (The Leaking-Internal-Memos-to-ATD Policy Remains in Effect As Usual)
• Yahoo Officially Confirms ATD Report on CEO Changes and Proxy Settlement
• Meet the Man I Call “The Hair”: The Video Stylings of Yahoo’s Newest CEO Ross Levinsohn
• Will Thompson’s Ouster Mean a Yahoo-Facebook Patent Settlement Too?
• Exclusive: Yahoo’s Thompson Out; Levinsohn In; Board Settlement With Loeb Nears Completion
• Heidrick & Struggles Slaps Back at Thompson’s Yahoo in Blame Game Over ResuMess
• Is He In or Is He Out? Crunchtime for Scott Thompson at Yahoo.
• Not So Scott Free? Yahoo’s Other Big Shareholder — Cap Re — Leaning Toward Supporting Loeb Over Thompson ResuMess.
• Tech Nation’s Gunn Says She and Yahoo CEO Discussed Their CS Degrees Before 2009 Show (Video and Audio)
• Loeb Calls Again for Thompson Firing From Yahoo, as Former eBay Boss Supports Him
• Place Your Bets: Will Loeb Drop Another Bomb on Yahoo at Vegas Confab Later Today?
• Exclusive: Yahoo Director in Charge of Botched CEO Vetting to Step Down From Board
• CEO Says Sorry to Yahoos for Borked Bio “Distraction” — But Will Mea Culpa Work Without an Apology for Error? (Memo)
• Buffett Comments on Trust Issue in Yahoo CEO BioGate: “You’ve Got a Problem”
• Loeb Lobs Lawsuit, as Expected, at Yahoo’s Borked Bio Mess
• As Yahoo CEO Reaches Out to Top Staff, Board Meets to Weigh “Options” (I.E., Deciding Who Gets to Take the Borked Bio Blame)
• Yahoo Should Expect Incoming Lawsuit Lobbed by Loeb Tomorrow on CEO Hiring
• They Shoot Yahoo CEOs, Don’t They? But Not Without a Really Smoking Gun and a Much Stronger Board.
• Yahoo’s Thompson Asks Employees to “Stay Focused” — Except Not on Him
• In 2009 Interview, Yahoo CEO Does Not Deny He Has a CS Degree, and Calls Himself an “Engineer” (Audio)
• Yahoo’s Board Will “Review” Resume Discrepancy of CEO
• How Did a Phantom CS Degree Get on CEO’s Bio in SEC Filings? Yahoo’s Not Saying.
• Yahoo’s Response on CEO’s Computer Science ResumeGate: “Inadvertent Error”
• Dan Loeb Alleges “Discrepancies” on Yahoo CEO Scott Thompson’s Resume Related to Computer Science Degree