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

Details from the press release:

“Subject to declaration by the Board of Directors, the Company plans to initiate a quarterly dividend of $2.65 per share sometime in the fourth quarter of its fiscal 2012, which begins on July 1, 2012.

Additionally, the Company’s Board of Directors has authorized a $10 billion share repurchase program commencing in the Company’s fiscal 2013, which begins on September 30, 2012. The repurchase program is expected to be executed over three years, with the primary objective of neutralizing the impact of dilution from future employee equity grants and employee stock purchase programs.”

The money will come from Apple’s domestic cash pile, which allows the company to avoid the heavy tax hit it would face if it “repatriated” its overseas holdings.

My hunch is that CEO Tim Cook and CFO Peter Oppenheimer won’t have a whole lot more to say during their call, but we’ll check in, anyway. You never know! You can listen for yourself at this link, or follow along here for live coverage:

9:07 am: After some technical difficulties, we’re joining the call in progress. CFO Peter Oppenheimer is speaking.

Apple wants to, among other things, attract new investors. The dividend, as already disclosed, will be $2.65. The main intent is to offset the dilution expected from employee RSU.

We will expect first year’s dividend payments to be $10 billion, Oppenheimer says.

Commencing in fiscal year 2013, Apple will begin repurchasing shares, primarily from employee stock grant. Cash use to consume $4 billion in the first fiscal year.

That will eat up $45 billion in domestic cash over three years.

Now open for Q&A:

Barclays asks about the philosophy on dividend growth. He’s wondering if the $2.65 will get higher.

Oppenheimer: We’ll review the payments periodically with the board. Payments will be more than $2 billion a quarter, making it one of the highest dividend payers in the U.S. Still avoiding the tax hit from repatriating cash held outside the U.S. Sensitive issue there.

Barclays analyst is asking a follow-up. Can you reiterate confidence in future product pipeline?

Tim Cook is speaking. We had an incredible growth last quarter of 73 percent, despite the base on the growth being large. The pipeline is full of stuff. Our customers will be incredibly pleased with what they see.

Morgan Stanley question. She’s asking about international cash, almost $100 billion overseas. How does the board think about putting that to us?

Oppenheimer: Today, we’ve got plenty of U.S. cash to invest, pay dividends and buy back shares. Repatriating cash would incur significant taxes. We have expressed our views to Congress and the White House. We think there’s a significant disincentive. He didn’t answer the question, really.

Gene Munster of Piper asks about potential for stock splits.

Cook: We have looked at it. The current information we have would suggest there’s little support that it helps the stock. We are in a unique position, so this is something we continue to look at, and if we thought it were in the best interest of shareholders, we would do it.

Munster: Any color on iPad?

Cook: Record weekend, and we’re thrilled with it.

Goldman Sachs: How do you think about growth in repurchases versus growth in dividends? Which is more important?

Oppenheimer. We remain very confident in what we’re doing. We are squarely focused on achieving our potential in the business. We will continue to assess our plans periodically. Nothing further to say today.

Cross Research: How did you arrive at the numbers you announced today?

Oppenheimer: We opted to go with a hybrid approach after doing a lot of analysis and listening to input we were getting from the shareholders. Emphasis behind the dividend. Most cash is going there. $10 billion in first year is going out in dividends. He keeps repeating the “neutralize dilution from employee RSU.” We also want to maintain sufficient U.S. cash to take advantage of strategic opportunities from time to time.

I totally missed Shannon Cross’s second question.

Cook is speaking about using domestic cash versus overseas cash. Our emphasis will always be on creating innovative products. He says even with all this cash going out the door, the domestic war chest will be big enough to do whatever they need to do. Plus, they see it as good for shareholders.

Oppenheimer says there are 17.7 million RSU (restricted stock units) outstanding.

That’s it! We’re done.

Because I am an obessive-compulsive and Facebook is my new target of stalkery, I have re-read its IPO filing from earlier this week about nine times so far.

It’s chock full of interesting little bits of tasty info about the Silicon Valley social networking giant that I plan to shine a little more light on this week.

First up is not exactly a news flash: Besides graphic artists, VCs also clean up in the public offering docs.

But I am not talking about the variety of venture firms with their fingers in Facebook, which run the gamut from Accel Partners to DST Global and more.

I am talking about individual wins for venture capitalists, most especially Accel’s Jim Breyer and Marc Andreessen of Andreessen Horowitz.

According to the filing, while Accel holds almost 190 million shares, Breyer himself holds 11.7 million shares personally in the “James W. Breyer 2005 Trust dated March 25, 2005.”

Depending on what Facebook’s valuation turns out to be, based on current estimates, that hovers around $300 million. One caveat, according to the filing, is that 10.4 million of those shares — which are currently Class B stock and will be converted to Class A stock — are “subject to a voting agreement in favor of Mr. Zuckerberg.” That would be CEO and co-founder Mark Zuckerberg, who controls the company via such arrangements.

Not so the shares of super-VC Marc Andreessen, whose firm holds 3.6 million shares. But he himself has 5.2 million restricted stock units, presumably for board service and other advisory duties to Facebook. That’s a possible $125 million or more windfall.

Other board members have also gotten RSUs, but not in that large an amount. Washington Post head Don Graham holds one million of them, while Washington, D.C. political vet Erskine Bowles and Netflix’s Reed Hastings each clock in at only 20,000 each.

That’s a big delta, of course, which means it’s good times for VCs in Silicon Valley, both professionally and personally.

As I reported earlier today, social gaming giant Zynga has posted another filing with the Securities and Exchange Commission.

That includes Chief Business Officer Owen Van Natta stepping out of an operational role and forfeiting shares in the process. To be exact: That will be 4.6 million options and close to 800,000 restricted stock units.

All of the details are in his transition letter in Zynga’s massive new S-1, which is in exhibit 10.12 to the amendment filing.

I would start at page 119, but to summarize: Van Natta is keeping all the vested stock options and restricted stock units, currently more than two million stock options that are already vested and another 936,000 RSUs (Zynga calls them ZSUs) already vested. He also has another 750,000 shares that will continue to vest due to his board position.

But, because he is no longer an employee, he is forfeiting all his unvested employee stock options and RSUs. Although it does seem like a lot, this is typical in such cases.

I need to go to lunch, so just read it for yourself:

ZYNGAINC-20111117-S1A-0

According to several execs who contacted me today, this is what Yahoo (YHOO) did in late 2006, when the troubled Internet portal was starting to suffer from drift and its stock was struggling. The solution was “Project Engage,” which was a combination of granting options and restricted stocks units (RSUs).

At the time, employees were given two of each kind, with the stock options and one RSU grant having a longer vesting timeframe (typically several years). The other RSU grant, which is essentially outright grant of stock, actually just vested on Feb. 2, which might explain some recent departures of top talent to new jobs.

Said one exec: “Everyone was just biding their time for the RSU to vest and the Microsoft bid just gives everyone an excuse to leave, because it is hard to imagine wanting to work for Yahoo if it gets forcibly taken over.”

The new Yahoo retention packages would again presumably help hold onto talent, if the deal does not go through, while the enhanced severance would give them a comfy escape route if Microsoft (MSFT) takes over.

As an added benefit to Yahoo, which is seeking to escape Microsoft’s embrace, it will make acquiring Yahoo even more pricey for Microsoft. In addition, if it wins Yahoo, the software giant will still have to hand out even more retention benefits to stave off an exodus.

In a follow-up to BoomTown’s story, Kevin Delaney of The Wall Street Journal has more details of the severance plan, which will cover all employees even if they are laid off due to a change of control at the company.

Yahoo CEO Jerry Yang alerted employees to the severance benefits plan in an email Friday, promising specific details would be available to staff today, the story said.

That’s because, although it has been widely reported, the hot social network will not fall under the Securities and Exchange Commission’s old “500 shareholder rule,” which would have forced it to report such information when the number of shareholders, including those holding just stock options, reached 500.

While companies like Google got caught in that net several years ago, the SEC actually recently changed that rule to exempt those just holding options, which the vast majority of Facebook’s growing legion of employees (about 400) have been given.

In fact, said many sources, Facebook only has several dozen individual shareholders who actually own stock and that number is unlikely to rise in the future.

That’s because new employees, for example, since the start-up’s recent $300-million financing that put its valuation at $15 billion, will be getting mostly “RSUs,” or restricted stock units–grants of stock valued in terms of company stock, which are not issued until later.

These units are essentially a promise that employees will receive stock in the future, but frees them from vexing tax problems such as alternative minimum tax issues.

That also means few will be able to sell any Facebook stock until there is an actual liquidation event, such as an IPO, which company investors like Peter Thiel of the Founders Fund have said would not occur until at least 2009.

Until then, don’t expect much selling from major owners, such as CEO and Founder Mark Zuckerberg, who owns 20% of the company outright and has options representing another 7%.

While it’s a good story to imagine them trying to hedge their bets on the future of Facebook, many sources have told me neither Zuckerberg nor other top execs have done so.

So Valleywag’s Owen Thomas (pictured here in this lovely self-portrait) was right to retract his story over the weekend about Zuckerberg selling $40 million worth of his own shares in the massive financing the company recently got from Microsoft and Asian billionaire Li Ka-sing.

I was in the unusual position of getting the story sent to me by Thomas on my Blackberry Friday night, while at a holiday party that Zuckerberg was also attending.

So what did I do? Well, shove the device in Zuckerberg’s face, of course!

Zuckerberg took a look at the story and quickly denied cashing out in any way, saying to me: “Well, that’s just not true at all.”

In yet another bizarre Yuletide twist, I was headed to the Valleywag party right after that, so I told Owen–who was looking dapper in tux and red shades–that reaction (well, I kind of yelled it at him, to be honest, starting with a festive “Oops, you’re wrong!”).

In other words, it was too good to be true. And, as readers of this column know, so will Facebook’s valuation be until it garners those hoped-for advertising revenues to back up the big numbers.