YELP INC (Form: 8-K, Received: 02/16/2022 16:36:07)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 10, 2022

YELP INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35444

20-1854266

(State of incorporation)

(Commission File No.)

(IRS Employer Identification No.)

350 Mission Street, 10th Floor

San Francisco, California 94105

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (415) 908-3801

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.000001 per share

YELP

New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

2022 Executive Compensation Arrangements

On February 10, 2022, the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Yelp Inc. (the "Company"), pursuant to the authority delegated to it by the Board, approved compensation arrangements for the certain of the Company's named executive officers (as defined in Item 402(a)(3) of Regulation S-K promulgated by the SEC) (each, an "Executive Officer") as set forth below.

Base Salaries

The Compensation Committee approved annual base salaries for the Executive Officers set forth in the table below as indicated, to be effective from January 1, 2022. The Compensation Committee determined not to make a change to the annual base salary of Mr. Stoppelman at this time.

Executive Officer

Title

2022 Annual Base Salary

Jeremy Stoppelman

Chief Executive Officer

$500,000.00

David Schwarzbach

Chief Financial Officer

$500,000.00

Joseph R. ("Jed") Nachman

Chief Operating Officer

$500,000.00

Performance Bonus Compensation Plan

The Compensation Committee adopted the Performance Bonus Compensation Plan for Executives (the "Performance Bonus Plan"), an annual incentive program pursuant to which each "officer" of the Company (as defined in section 16 of the Securities Exchange Act of 1934, as amended, and Rule 16a-1 promulgated thereunder (a "Section 16 Officer")) is eligible to participate and receive an annual performance-based bonus, the amount of which is based on a target award expressed as either a pre-set target percentage of the Section 16 Officer's annual base salary earned during the year or a set dollar amount. The Compensation Committee is responsible for establishing the target awards as well as the proportion of the target award that will be based on corporate performance goals and individual performance goals, if any.

The corporate performance goals under the Performance Bonus Plan are established by the Compensation Committee and may be based on performance criteria as described in the plan document. Individual performance may be based on the Section 16 Officer's contributions toward the achievement of the corporate goals, department goals for such individual's area of accountability or responsibility, or other individual goals derived from or related to the corporate performance goals for such year.

For each Section 16 Officer, the amount of the bonus for a given year depends upon the Company's achievement of the applicable corporate performance goals established by the Compensation Committee for that year, and, if applicable, an assessment of the Section 16 Officer's individual performance and such other factors the Compensation Committee may determine appropriate. For any year, the achieved corporate performance percentage and/or individual performance percentage may exceed 100%, provided that neither may exceed 200% or such other maximum payout limitation set by the Compensation Committee for the applicable year.

For the year ending December 31, 2022, the Compensation Committee approved a target bonus, as a percentage of base salary, of 50% for each of Mr. Stoppelman, Mr. Schwarzbach and Mr. Nachman, with the amount of each such Executive Officer's bonus determined based on the achievement of corporate performance goals for the year (the "2022 Corporate Goals"). The Compensation Committee will determine the level of achievement of the 2022 Corporate Goals with reference to a threshold, target and stretch goal for each metric, which will result in the payout of a percentage of the bonus target ranging from zero to 200%. The Compensation Committee is expected to make the final determination of the level of achievement of the 2022 Corporate Goals and the percentage of the target bonus that will be paid out in the first quarter of 2023. The bonuses will be paid as soon as practicable, but not later than 30 days, thereafter. Each such Executive Officer must remain a Section 16 Officer through the payment date to be eligible to receive the bonus. Bonuses are paid in cash unless otherwise determined by the Compensation Committee.

The foregoing is only a brief description of the Performance Bonus Plan, does not purport to be complete and is qualified in its entirety by reference to the Performance Bonus Plan, a copy of which is filed as Exhibit 10.1 to this Current Report.

Restricted Stock Units

The Compensation Committee granted restricted stock units ("RSUs") covering shares of the Company's common stock (the "Common Stock") to the Executive Officers set forth in the table below as indicated, effective February 14, 2022. The shares underlying each award will vest in equal quarterly installments over four years from the grant date, provided that the applicable Executive Officer is providing services to the Company as of each such vesting date.


Executive Officer						# of RSUs
Jeremy Stoppelman						120,328
David Schwarzbach						58,041
Jed Nachman						60,164

The RSUs were granted pursuant to, and in accordance with, the terms and conditions of the Company's 2012 Equity Incentive Plan, as amended (the "Plan"), and the forms of RSU Agreement and Grant Notice previously filed with the Securities and Exchange Commission ("SEC").

Performance-Based Awards

The Compensation Committee granted two sets of performance-based RSUs ("PRSUs") to the Executive Officers set forth in the tables below as indicated, effective February 14, 2022. The vesting of the first set of PRSUs (the "Financial Performance Awards") is subject to both the achievement of performance goals based on certain of the Company's financial metrics and a four-year, quarterly vesting schedule (the "Time-Based Vesting Schedule"), as described in more detail below. The vesting of the second set of PRSUs (the "TSR Performance Awards") is subject to the achievement of performance goals based on the Company's relative total stockholder return over a three-year period, as described in more detail below.

The PRSUs were granted pursuant to, and in accordance with, the terms and conditions of the Plan, as well as a Performance Restricted Stock Unit Award Agreement and Grant Notice, the forms of which are filed as Exhibit 10.2 to this Current Report.

Financial Performance Awards. A percentage of the target number of shares subject to the Financial Performance Awards shown below, ranging from zero to 200%, will become eligible to vest based on the Company's level of achievement of performance goals set by the Compensation Committee for the Company's net revenue and adjusted EBITDA for the year ending December 31, 2022. For purposes of the Financial Performance Awards, adjusted EBITDA is defined as the non-GAAP adjusted EBITDA financial measure as reported in the Company's periodic filings with the SEC, provided that the Compensation Committee may adjust such amount if it determines it would be more appropriate to achieve the objectives of the Financial Performance Awards.


	Financial Performance Awards (# of PRSUs)
Executive Officer	Threshold	Target	Maximum
Jeremy Stoppelman	15,041	60,164	120,328
David Schwarzbach	7,256	29,021	58,042
Jed Nachman	7,521	30,082	60,164

The Compensation Committee will determine the Company's level of achievement of the performance goals for the year ending December 31, 2022 with reference to a threshold, target and stretch goal for each metric. The Compensation Committee will then calculate the percentage of the target shares that will become eligible to vest, giving an equal weighting to each metric.

The Compensation Committee will make the final determination of the Company's level of achievement of the performance goals, and the shares subject to the Financial Performance Awards that will become eligible to vest (the "Eligible Shares"), no later than March 15, 2023. The Eligible Shares, if any, will vest on March 15, 2023 to the extent that the applicable Executive Officer has met the Time-Based Vesting Schedule as of such date. Thereafter, the Eligible Shares will continue vesting in accordance with the Time-Based Vesting Schedule, subject to the applicable Executive Officer's continued service as of each such vesting date. These PRSUs are additionally subject to potential acceleration under certain circumstances in connection with a change in control.

TSR Performance Awards. A percentage of the target number of shares subject to the TSR Performance Awards shown below, ranging from zero to 200%, will vest based on the level of achievement of a performance goal set by the Compensation Committee for the Company's stock price performance over a three-year period relative to the stock price performance of the other companies in the Russell 2000 Index over the same three-year period (the "TSR Goal").


	TSR Performance Awards (# of PRSUs)
Executive Officer	Threshold	Target	Maximum
Jeremy Stoppelman	30,082	60,164	120,328
David Schwarzbach	14,511	29,021	58,042
Jed Nachman	15,041	30,082	60,164

The three-year performance period is January 1, 2022 through December 31, 2024. The Compensation Committee will determine the Company's level of achievement of the TSR Goal with reference to a threshold, target and stretch goal. The Compensation Committee will calculate the Company's total stockholder return, as well as the total stockholder return of the other companies in the Russell 2000 Index, based on the average closing price of each company's stock over the last 20 trading days of the performance period compared to the average closing price over the first 20 trading days of the performance period. The Compensation Committee will then calculate the percentage of the target shares, if any, that will vest (the "Earned Shares") based on the percentile rank of the Company's total stockholder return relative to that of the other companies in the Russell 2000 Index. In the event that the Company's total stockholder return for the performance period is below zero, the Earned Shares may not exceed 100% of the target shares.

The Compensation Committee will make the final determination of the Company's level of achievement of the TSR Goal, as well as the number of Earned Shares, as soon as administratively practicable following the end of the three-year performance period, but no later than March 15, 2025 (the "Certification Date"). The Earned Shares, if any, will fully vest on or following the Certification Date on the earlier to occur of February 20, 2025 or March 15, 2025, subject to the applicable Executive Officer's continued service as of such vesting date. These PRSUs are additionally subject to potential acceleration under certain circumstances in connection with a change in control.

James Miln Compensation

The Company approved compensation arrangements for James Miln, the Company's Senior Vice President, Finance and Investor Relations, who previously served as the Company's Interim Chief Financial Officer for a portion of 2020 and was a named executive officer in the Company's most recent proxy statement filed with the SEC, but who is no longer an executive officer. Mr. Miln is eligible to receive a performance-based bonus for the year ending December 31, 2022 with a bonus target percentage equal to 35% of his base salary for the year. The amount of Mr. Miln's bonus will be determined based on the Company's achievement of the 2022 Corporate Goals, in the same manner as described above for Mr. Stoppelman, Mr. Schwarzbach and Mr. Nachman and pursuant to a performance bonus compensation plan with terms substantially similar to the Performance Bonus Plan.

Transition Agreement

On February 15, 2022, the Company entered into a transition agreement (the "Agreement") with Vivek Patel, the Company's former Chief Product Officer. Pursuant to the Agreement, Mr. Patel will remain employed by the Company in an advisory capacity on a full-time basis through March 25, 2022 and on a part-time basis from March 26, 2022 through May 20, 2022 (the "Separation Date"). Mr. Patel's current salary and benefits will remain in effect until March 25, 2022. He will continue to be eligible to vest in his outstanding equity awards through the Separation Date and will be paid at an hourly rate equivalent to his current annualized base salary of $450,000 for hours worked after March 25, 2022. Mr. Patel will not receive severance benefits under the Company's Executive Severance Benefits Plan in connection with his departure.

The foregoing is only a brief description of the Agreement, does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report.

In addition, the Compensation Committee granted of RSUs covering 4,727 shares of Common Stock to Mr. Patel, effective February 14, 2022. The shares underlying the RSUs will vest in two equal installments on February 20, 2022 and May 20, 2022, provided that Mr. Patel is providing services to the Company as of each such vesting date. The RSUs were granted pursuant to, and in accordance with, the terms and conditions of the Plan and the forms of RSU Agreement and Grant Notice previously filed with the SEC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
10.1						Yelp Inc. Performance Bonus Compensation Plan for Executives.
10.2						Forms of Performance Restricted Stock Unit Award Grant Notice and Agreement under 2012 Equity Incentive Plan, as amended.
10.3						Transition Agreement, dated February 15, 2022, by and between Yelp Inc. and Vivek Patel.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date:	February 16, 2022	YELP INC.
		By:	/s/ Jeremy Stoppelman
			Jeremy Stoppelman
			Chief Executive Officer

Exhibit 10.1

YELP INC.

PERFORMANCE BONUS COMPENSATION PLAN FOR EXECUTIVES

1. PURPOSE

The Yelp Inc. Performance Bonus Compensation Plan for Executives (the “Plan”) is designed to guide the consideration and provision, if warranted, of annual cash performance bonuses to members of the senior management team at Yelp Inc. (the “Company”). The Plan is intended to provide such individuals with incentives and rewards for working to achieve outstanding performance against their pre-defined performance objectives and to enhance the ability of the Company to attract and retain highly talented individuals.

2. ADMINISTRATION

The Plan will be administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”). The Committee will have the sole discretion and authority to administer and interpret the Plan, and the decisions of the Committee will in every case be final and binding on all persons having an interest in the Plan.

3. PLAN YEAR

For purposes of the Plan, the Company’s fiscal year will be the “Plan Year,” and the Plan will first apply to the Plan Year that commenced on January 1, 2022.

4. ELIGIBILITY

(a) Participation

In order to be eligible to participate in the Plan for any Plan Year and be considered a “Participant” for such Plan Year, an individual must: (i) be (as of the first day of such Plan Year) or become (as of any later date during such Plan Year) an “officer” of the Company (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and Rule 16a-1 thereunder) (a “Section 16 Officer”), and such participation will be effective as of such first day or such later date during such Plan Year, as applicable, unless determined otherwise by the Committee; and (ii) receive a participation notice from the Company informing such individual that he or she is eligible to participate in the Plan for the applicable fiscal year, substantially in the form of Exhibit A hereto (a “Participation Notice”), and sign and return such Participation Notice to the Company.

Any other individual who is employed by the Company may become a Participant if such individual is specifically so designated in writing by the Committee, and in such case, such participation will be effective as of the date specified by the Committee.

For each Plan Year, each Participant will be granted an opportunity to receive a future payment under the Plan (an “Award”) for such Plan Year, the amount and payment of which is (i) contingent upon achievement of the applicable performance goals established by the Committee (as described in Section 5(b)) and (ii) subject to the terms and conditions of the Plan (including, but not limited to, Section 5(d)).

(b) Award Payments

Except as expressly provided otherwise (i) in any other written plan maintained by the Company, (ii) in a written, binding agreement between a Participant and the Company, or (iii)

by the Committee, and unless otherwise expressly required by applicable law, in order to be eligible to receive payment of an Award for any Plan Year, a Participant must meet the following criteria: (A) continue to be a Section 16 Officer (or other applicable level if such individual became a Participant through a specific designation by the Committee), from the date his or her participation in the Plan commences for such Plan Year through the date that Awards for such Plan Year are paid under the Plan; and (B) comply with any rules of the Plan established by the Committee. There is no guarantee for any payment of an Award under the Plan. Awards are paid as advances and not earned until no longer subject to recoupment in accordance with the Clawback Provisions described in Section 7 below, as applicable, unless prohibited by applicable law.

5. METHOD FOR ESTABLISHING AND DETERMINING AWARDS

(a) Establishment of Target Awards

For each Plan Year, the Committee will establish the following for each Participant: (i) a target award opportunity under the Plan (“Target Award”), expressed either as a percentage of such Participant’s Base Salary or as a set dollar amount, and which may be specified by individual name and/or position or level; (ii) the percentage of such Target Award attributable to corporate performance goals; and (iii) the percentage of such Target Award attributable to individual performance goals, if applicable. The Committee will make such determinations under this Section 5(a) at the times and in the manner determined appropriate in its sole discretion and is not obligated to treat all Participants similarly.

Notwithstanding the foregoing, if a Participant’s written employment agreement or offer letter agreement with the Company provides for a greater target award opportunity than such Participant’s Target Award for any Plan Year, then for purposes of the Plan, such greater target award opportunity will be deemed to be such Participant’s Target Award for such Plan Year.

If a Participant is promoted to a position or level with a greater Target Award during any Plan Year, unless otherwise determined by the Committee, such Participant’s Award will be calculated on a pro rata basis, based on his or her time in each position or level during such Plan Year and the applicable performance goals for such positions or levels for such Plan Year.

For purposes of the Plan, “Base Salary” for a Participant means the total amount of base salary or base pay earned by such Participant during the applicable Plan Year while such individual is a Participant. Base Salary does not include any bonuses, commissions or other incentive compensation, amounts received or otherwise recognized in connection with equity awards, expense reimbursements, relocation payments, overtime or shift differential payments, contributions made by the Company under any employee benefit plan, the value of any employee benefits or perquisites paid for by the Company or any other similar items of compensation. Base Salary will be determined before any deductions for taxes or benefits and deferrals of compensation pursuant to any plan sponsored by the Company.

(b) Establishment of Performance Goals

For each Plan Year, the Committee will establish the following: (i) one or more corporate performance goals for such Plan Year; (ii) one or more individual performance goals for each Participant for such Plan Year, if applicable; (iii) the relative weights, if any, of such corporate and/or individual performance goals; and (iv) such other terms and conditions of the Award, if any, the Committee determines appropriate in its discretion (and in accordance with the terms of the Plan). The Committee will make such determinations under this Section 5(b) at the times

and in the manner determined appropriate in its sole discretion and is not obligated to treat all Participants similarly.

For each Plan Year, the corporate performance goals will be based on any one of, or combination of, the following as determined by the Committee: earnings (including earnings per share and net earnings); earnings or net income (loss) before or net of any one or more of the following: interest, taxes, depreciation, amortization, other income (expense), stock-based compensation, changes in deferred revenue, legal settlements, restructuring costs and impairment charges; other earnings or net income targets; total stockholder return; return on equity or average stockholder’s equity; return on assets, investment, or capital employed; stock price; margin (including gross margin); income (before or after taxes); operating income; operating income after taxes; pre-tax profit; operating cash flow; sales or revenue targets; increases in revenue or product revenue; expenses and cost reduction goals; improvement in or attainment of working capital levels; economic value added (or an equivalent metric); market share; cash flow; cash flow per share; share price performance; debt reduction; implementation or completion of projects or processes; user satisfaction; stockholders’ equity; capital expenditures; debt levels; operating profit or net operating profit; workforce diversity; growth of net income or operating income; billings; bookings; the number of users, including but not limited to unique users; employee retention or personnel matters; financing; corporate governance and/or compliance; intellectual property; progress of partnered programs; partner satisfaction; budget management; partner or collaborator achievements; internal controls, including those related to the Sarbanes-Oxley Act of 2002; investor relations, analysts and communication; strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property); establishing relationships with respect to the marketing, distribution, and sale of the Company’s products; co-development, co-marketing, profit sharing, joint venture, or other similar arrangements; individual performance goals; corporate development and planning goals; or such other measures of performance selected by the Committee. Corporate performance goals may be based on a Company-wide basis, with respect to one or more business units, divisions, affiliates or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. The Committee has the discretion to make adjustments to corporate performance goals or in the method of calculating the attainment of corporate performance goals, including (but not limited to) adjustments relating to items such as restructuring and/or other nonrecurring charges, items that are “unusual” in nature or occur “infrequently,” dilutive effects of acquisitions or joint ventures, or costs incurred in connection with potential acquisitions or divestitures.

For each Plan Year, the individual performance goals, if any, for a Participant may be based on such Participant’s contributions toward the achievement of the corporate performance goals for such Plan Year, department goals for such Participant’s area of accountability or responsibility or other individual goals derived from or related to the corporate performance goals for such Plan Year.

Following the end of each Plan Year, the Committee will (i) determine whether (and to what extent) the Company has achieved the corporate performance goals established for such Plan Year pursuant to Section 5(b), with such level of achievement to be expressed as a percentage, taking into account any relative weighting of such performance goals (the “Corporate Performance Percentage”), and (ii) determine whether (and to what extent) each Participant has achieved the individual performance goals, if any, established for such Plan Year pursuant to Section 5(b), with such level of achievement to be expressed as a percentage of such Participant’s individual performance goals (the “Individual Performance Percentage”).

For each Plan Year, the Corporate Performance Percentage and/or the Individual Performance Percentage for any Participant may exceed 100% in the event the Company or such Participant exceeds the targeted level of achievement of the applicable goals for such Plan Year, provided that in no event may such Corporate Performance Percentage or Individual Performance Percentage exceed 200% or such other the maximum payout limitation approved by the Committee for the applicable Plan Year.

(d) Determination of Actual Awards

For each Plan Year, the Committee will determine the amount of any actual Award for each Participant (which may be below, at or above such Participant’s Target Award for such Plan Year), based on the following: (i) such Participant’s Target Award for such Plan Year; (ii) the percentage of such Target Award attributable to corporate performance goals; (iii) the percentage of such Target Award attributable to individual performance goals, if applicable; (iv) the Corporate Performance Percentage for such Plan Year; and (v) the Individual Performance Percentage for such Participant for such Plan Year, if applicable.

Notwithstanding the foregoing, the Committee will have the discretion to reduce the amount of any actual Award below the amount calculated under the terms of the Plan, including to zero, and may take into consideration such other factors as it determines appropriate, in its sole discretion, in determining the amount of any actual Award for any Participant. Awards will additionally be subject to any maximum payout limitation approved by the Committee for the applicable Plan Year.

6. PAYMENT OF AWARDS

Following, and subject to, the Committee’s determination of actual Awards for a Plan Year pursuant to Section 5(d) and satisfaction of continued services as described in Section 5(b) and all other conditions for a Participant to earn and receive an award under the terms of the Plan, the Committee will approve the payment of Awards for such Plan Year. The payment of Awards under the Plan will be made as soon as practicable after such approval, but in no event later than thirty (30) days after Committee approval, which is expected to occur within the first fiscal quarter following the end of the Plan Year with respect to which Awards are being paid. However, Awards are not earned until no longer subject to recovery pursuant to the Clawback Provisions described in Section 7 below, as applicable, unless prohibited by applicable law. As a result, to the extent the Clawback Provisions described in Section 7 below apply, the Company pays Awards in advance of the Participant’s earning of the Award, and such advances are subject to recovery pursuant to the Clawback Provisions described in Section 7 below. All payments of Awards under the Plan are intended to satisfy the requirements for the “short-term deferral” exemption from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly.

All Awards under the Plan will be paid in the form of cash or, if approved by the Committee, an equity award under the Yelp Inc. 2012 Equity Incentive Plan, as amended (or any successor thereto) (the “EIP”), or any similar award under any other applicable equity incentive plan adopted by the Company. The terms and conditions of any such equity award (or similar award) will be determined by the Committee in its sole discretion.

7. MISCELLANEOUS

(a) Withholding of Compensation. The Company will deduct and withhold from any amounts payable to Participants under the Plan any amounts required to be deducted and withheld by the Company under the provisions of any applicable federal, state, local or foreign

statute, law, regulation, ordinance or order. The Company and its affiliates reserve the right to require a Participant to satisfy such deduction and withholding obligation in such manner as specified by the Company (or its affiliate, if applicable) under applicable law in the event that amounts payable to Participants under the Plan are not paid in the form of cash.

(b) Plan Funding. The Plan will be unfunded. Nothing contained in the Plan will be deemed to require the Company to deposit, invest or set aside amounts for the payment of any Awards under the Plan.

(d) No Guarantee of Continued Service. The Plan will not confer any rights upon an employee to remain in service with the Company for any specific duration or interfere with or otherwise restrict in any way the rights of the Company to terminate an employee’s service with the Company for any reason, with or without cause or notice.

(e) No Assignment or Transfer. None of the rights, benefits, obligations or duties under the Plan may be assigned or transferred by any employee of the Company or Participant. Any purported assignment or transfer by any employee of the Company or Participant will be void. Participation in the Plan does not give any individual any ownership, security or other rights in any assets of the Company.

(f) Validity. In the event any provision of the Plan is held invalid, void or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provision of the Plan.

(g) Governing Documents. Each Award under the Plan will be governed by the provisions of the Plan as set forth herein. The Plan contains the entire agreement between the Company and each Participant on this subject, and supersedes all prior bonus compensation plans or programs of the Company and all other previous oral or written statements regarding any such bonus compensation plans or programs.

(h) Clawback/Recovery. All Awards and payouts under the Plan will be subject to recoupment in accordance with the following provisions, as applicable and subject to applicable law (the “Clawback Provisions”): (i) the Company’s Policy for Recoupment of Incentive Compensation, adopted January 18, 2019 (as it may be amended or superseded), (ii) any clawback policy that the Company (x) is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law and (y) otherwise voluntarily adopts, to the extent applicable and permissible under applicable law; and (iii) such other clawback, recovery or recoupment provisions set forth in an individual written agreement between the Company and the Participant, if applicable. In addition, the Committee may impose such other clawback, recovery or recoupment provisions in an individual written agreement with the Participant as the Committee determines necessary or appropriate, including but not limited to a reacquisition right in respect of a previous payment under the Plan upon the occurrence of an event constituting “Cause” (as defined in the EIP) or any similar term under any other applicable equity incentive plan adopted by the Company. No recovery of compensation under such a Clawback Provision will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company.

Recovery of Mistaken Payments: On occasion or by mistake, the Company may overpay or make incorrect payments of Awards. For these situations, to the extent permitted

by applicable law, the Company reserves the right to offset or recover such mistaken payment amounts from any future payments of compensation to the Participant. By signing the Participation Notice, the Participant authorizes the Company to reduce from any amounts owed to the Participant by the Company (including Base Salary, expense reimbursements, other bonuses or accrued vacation pay) such mistaken payment amounts and, to the extent the mistaken payment amounts are not repaid to the Company from such reduction, then the unpaid balance becomes a debt the Participant owes to the Company.

(i) Governing Law. The rights and obligations of any employee of the Company under the Plan will be governed by and interpreted, construed and enforced in accordance with the laws of the State of California without regard to its or any other jurisdiction’s conflicts of laws principles.

EXHIBIT A

YELP INC.

PERFORMANCE BONUS COMPENSATION PLAN FOR EXECUTIVES

PARTICIPATION NOTICE FOR FY 20[__]

Performance Bonus Compensation Plan for Executives – attached as Exhibit A

Plan Year:

Plan Effective Date:

Target Award:

Performance Goals and Payout Methodology (each as set, calculated and determined by Yelp, in its discretion pursuant to the Plan):

<<<INSERT DETAILS>>>

Participant’s Acknowledgement:

I have read and understood the terms and conditions of the Yelp Inc. Performance Bonus Compensation Plan for Executives (attached hereto) (the “Plan”) and my participation terms described above, and I accept and agree to be bound by the Plan such terms. I understand that failure to sign this document will disqualify me from earning any other payments under the Plan, and that I will not be otherwise eligible to earn any or other bonus payments.

____________________________________

Name: ______________________________

Exhibit 10.2

Yelp Inc.
Performance Restricted Stock Unit Grant Notice
2012 Equity Incentive Plan

Yelp Inc. (the “Company”) hereby awards to Participant the number of performance restricted stock units (“PRSUs”) set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Notice (including Exhibit A), the 2012 Equity Incentive Plan (the “Plan”) and the Performance Restricted Stock Unit Agreement (the “Award Agreement”), both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Award Agreement will have the same definitions as in the Plan or the Award Agreement. In the event of any conflict between the terms of the Award and the Plan, the terms of the Plan will control.

Participant:

Date of Grant:

Vesting Commencement Date:

Threshold PRSUs:

Target PRSUs:

Maximum PRSUs:

Vesting Schedule: See the Performance Vesting Terms attached hereto as Exhibit A.

Issuance Schedule: Subject to any change on a Capitalization Adjustment, one share of Common Stock will be issued for each PRSU which vests at the time set forth in Section 6 of the Award Agreement.

Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Performance Restricted Stock Unit Grant Notice, the Award Agreement, the Plan and the stock plan prospectus for this Plan. As of the Date of Grant, this Performance Restricted Stock Unit Grant Notice, the Award Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the Award and supersede all prior oral and written agreements on the terms of the Award, with the exception, if applicable, of (i) the Company’s Executive Severance Benefit Plan (to the extent provided in Exhibit A), and (ii) the Company’s Policy for Recoupment of Incentive Compensation, adopted January 18, 2019. By accepting this Award, you consent to receive Plan documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

Yelp Inc.

Participant:

By:

Signature

Title:

Date:

Attachments: Performance Vesting Terms, Award Agreement, 2012 Equity Incentive Plan

Yelp Inc.

2012 Equity Incentive Plan

Performance Restricted Stock Unit Agreement

Pursuant to the Performance Restricted Stock Unit Grant Notice, including Exhibit A attached thereto (the “Grant Notice”), and this Performance Restricted Stock Unit Agreement (the “Agreement”) and in consideration of your services, Yelp Inc. (the “Company”) has awarded you a Performance Restricted Stock Unit award (the “Award”) under its 2012 Equity Incentive Plan (the “Plan”) for the number of Performance Restricted Stock Units (“Restricted Stock Units”) indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control.

The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows.

1.Grant of the Award. This Award represents your right to be issued on a future date one share of the Company’s Common Stock for each Restricted Stock Unit that vests.

2.Vesting. Your Restricted Stock Units will vest as provided in the Grant Notice. Vesting will cease upon the termination of your Continuous Service. Any Restricted Stock Units that have not yet vested will be forfeited on the termination of your Continuous Service.

3.Number of Restricted Stock Units & Shares of Common Stock.

(a)The Restricted Stock Units subject to your Award will be adjusted for Capitalization Adjustments, as provided in the Plan.

(b)Any additional Restricted Stock Units and any shares, cash or other property that become subject to the Award pursuant to this Section 3 will be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units and shares covered by your Award.

(c)No fractional shares or rights for fractional shares of Common Stock will be created pursuant to this Section 3. Any fraction of a share will be rounded down to the nearest whole share.

4.Securities Law Compliance. You will not be issued any Common Stock underlying the Restricted Stock Units or other shares with respect to your Restricted Stock Units unless either (i) the shares are registered under the Securities Act, or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award also must comply with other applicable laws and regulations governing the Award, and you will not receive shares underlying your Restricted Stock Units if the Company determines that such receipt would not be in material compliance with such laws and regulations.

5.Transferability. Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of any portion of the Restricted Stock Units or the shares in respect of your Restricted Stock Units. For example, you

may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan, nor may you transfer, pledge, sell or otherwise dispose of such shares. This restriction on transfer will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units.

(a)Death. Your Restricted Stock Units are not transferable other than by will and by the laws of descent and distribution. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect transactions under the Plan, designate a third party who, in the event of your death, will thereafter be entitled to receive any distribution of Common Stock or other consideration to which you were entitled at the time of your death pursuant to this Agreement. In the absence of such a designation, your executor or administrator of your estate will be entitled to receive, on behalf of your estate, such Common Stock or other consideration.

(b)Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive the distribution of Common Stock or other consideration under your Restricted Stock Units, pursuant to the terms of a domestic relations order or official marital settlement agreement that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss with the Company’s General Counsel the proposed terms of any such transfer prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. The Company is not obligated to allow you to transfer your Award in connection with your domestic relations order or marital settlement agreement.

6.Date of Issuance.

(a)The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulation Section 1.409A-1(b)(4) and will be construed and administered in such a manner.

(b)Subject to the satisfaction of the withholding obligations set forth in Section 10 of this Agreement, in the event one or more Restricted Stock Units vests, the Company will issue to you, on the applicable vesting date, one share of Common Stock for each Restricted Stock Unit that vests and such issuance date is referred to as the “Original Issuance Date.” If the Original Issuance Date falls on a date that is not a business day, delivery will instead occur on the next following business day.

(c)However, if (i) the Original Issuance Date does not occur (1) during an “open window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including but not limited to under a previously established Company-approved 10b5-1 trading plan), and (ii) the Company elects, prior to the Original Issuance Date, (1) not to satisfy the Withholding Taxes described in Section 10 by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to you under this Award, (2) not to permit you to enter into a “same day sale” commitment with a broker-dealer pursuant to Section 10 of this Agreement (including but not limited to a commitment under a previously established Company-approved 10b5-1 trading plan), and (3) not to permit you to pay your Withholding Taxes in cash, then the shares that would otherwise be issued to you on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common

Stock in the open public market, but in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with Treasury Regulation Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the year following the year in which the shares of Common Stock under this Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulation Section 1.409A-1(d).

7.Dividends. You will receive no benefit or adjustment to your Restricted Stock Units with respect to any cash dividend, stock dividend or other distribution except as provided in the Plan with respect to a Capitalization Adjustment.

8.Restrictive Legends. The Common Stock issued with respect to your Restricted Stock Units will be endorsed with appropriate legends determined by the Company.

9.Award not a Service Contract. Your Continuous Service is not for any specified term and may be terminated by you or by the Company or an Affiliate at any time, for any reason, with or without cause and with or without notice. Nothing in this Agreement (including, but not limited to, the vesting of your Restricted Stock Units or the issuance of the shares subject to your Restricted Stock Units), the Plan or any covenant of good faith and fair dealing that may be found implicit in this Agreement or the Plan shall: (i) confer upon you any right to continue in the employ or service of, or affiliation with, the Company or an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation; (iii) confer any right or benefit under this Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement or Plan; or (iv) deprive the Company of the right to terminate you at will and without regard to any future vesting opportunity that you may have.

10.Withholding Obligations.

(a)On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you agree to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). Specifically, the Company or an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with your Restricted Stock Units with a Fair Market Value (measured as of the date shares of Common Stock are issued to you) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income.

(b)Unless the Withholding Taxes of the Company and/or any Affiliate are satisfied, the Company will have no obligation to deliver to you any Common Stock.

(c)In the event the Company’s obligation to withhold arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

11.Unsecured Obligation. Your Award is unfunded, and as a holder of vested Restricted Stock Units, you will be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares or other property pursuant to this Agreement. You will not have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this Agreement until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

12.Other Documents. You hereby acknowledge receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time.

13.Notices. Any notices provided for in this Agreement or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this Award, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

14.Miscellaneous.

(a)The rights and obligations of the Company under your Award will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns.

(b)You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

(c)You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award, and fully understand all provisions of your Award.

(d)This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(e)All obligations of the Company under the Plan and this Agreement will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

15.Governing Plan Document. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. Except as expressly provided in this Agreement, in the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan will control.

16.Severability. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

17.Effect on Other Employee Benefit Plans. The value of the Award subject to this Agreement will not be included as compensation, earnings, salaries, or other similar terms used when calculating the Employee’s benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

18.Amendment. Any amendment to this Agreement must be in writing, signed by a duly authorized representative of the Company. The Board reserves the right to amend this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, interpretation, ruling, or judicial decision.

19.Compliance with Section 409A of the Code. This Award is intended to comply with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4). However, if this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Section 409A of the Code, and if you are a “Specified Employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of the Code) as of the date of your separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

20.No Obligation to Minimize Taxes. The Company has no duty or obligation to minimize the tax consequences to you of this Award and will not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so.

* * *

This Performance Restricted Stock Unit Agreement will be deemed to be signed by you upon the signing by you of the Performance Restricted Stock Unit Grant Notice to which it is attached.

Exhibit 10.3

February 15, 2022

Vivek Patel

Re: Terms of Transition

Dear Vivek:

This letter agreement (the “Agreement”) between you and Yelp Inc. (“Yelp” or the “Company”) sets forth the terms of your transition from Yelp in connection with the notice you provided on January 28, 2022 of your intent to resign as Yelp’s Chief Product Officer.

1. Transition Period. Your last day in your current role will be February 14, 2022; however, you will remain employed on a full-time basis in an advisory capacity through March 25, 2022 (the “Regular End Date”). After that date, you agree to provide further advisory services, as requested by Yelp from time to time, to ensure a smooth transition (the “Transition Period”). You will remain employed by Yelp during the Transition Period, which is anticipated to end on May 20, 2022. The actual last day of your employment with Yelp is your “Separation Date,” and is intended to be the date when your Transition Period ends, which may be earlier than May 20, 2022 if your employment is terminated earlier pursuant to Paragraph 7 below.

2. Compensation. You will continue to be paid your current base salary ($450,000.00 annualized) through the Regular End Date. During the Transition Period, you will be a part-time employee, paid on an hourly basis at a rate equivalent to your current annualized base salary (i.e. $216.35) for hours actually worked. However, you agree that, after the Regular End Date, you will cease accruing paid time off (“PTO”) and earning any additional benefits except as may be expressly set forth in this Agreement or as required by law. Yelp will pay you any PTO that you accrue through the Regular End Date, and compensation that you earn through the Separation Date, subject to Yelp’s standard payroll practices.

You acknowledge and agree that you have been paid in full through all prior pay periods, including your salary and any commissions or bonuses earned during those periods, but excluding any PTO that you accrued but did not use during those periods. Yelp will pay you any PTO that you have accrued through the Regular End Date, and any compensation that you have earned in the current pay period through the Separation Date, subject to Yelp’s standard payroll practices. You acknowledge that, except as expressly provided in this Agreement, you have not earned and will not receive from Yelp any additional compensation, bonus, severance or benefits before, on or after the Separation Date, with the exception of any vested right you may have under the express terms of a written ERISA-qualified benefit plan (e.g. a 401(k) account).

3. Severance. If you (a) sign, date and return to Yelp the Release attached hereto as Exhibit A on or within twenty-one (21) days after the Separation Date, and allow such Release to become effective by its terms, and (b) fully comply with your obligations under this Agreement, Yelp will (x) pay you cash severance in the amount of $500, less applicable withholdings (the “Severance Payment”), and (y) allow you to keep your Yelp-issued laptop computer (the “Laptop,” which together with the

Severance Payment is the “Severance Consideration”) following the Separation Date. The Severance Payment will be paid to you in a lump sum within three (3) weeks after Yelp receives your signed copy of the Release, provided that you have not revoked it, and in any case on or before December 31, 2022

5. Equity Awards. The terms of the awards you have been granted under the Company’s equity plans, including your right to exercise vested stock options, will at all times continue to be governed by the terms of your operative equity award agreements with Yelp and the applicable equity plans, provided that any references in such documents to benefits under the Severance Plan (as defined in Paragraph 9 below) shall be inapplicable.

6. Benefits. You will remain eligible for your group health insurance coverage until the last day of the month in which the Regular End Date occurs. You may be eligible to continue your group health insurance benefits after that time to the extent provided by federal COBRA law or, if applicable, state insurance laws, and by Yelp’s current group health insurance policies. If you are eligible to do so, then in exchange for your acceptance of this Agreement, Yelp will reimburse you for up to nine (9) months of your monthly COBRA premiums (capped at your monthly health insurance premium as of the Regular End Date), provided you submit sufficient documentation reflecting your payments to people@yelp.com in accordance with Yelp’s reimbursement policies. It is your responsibility to contact the COBRA administrator on or before the deadline they provide to you to enroll in the plans you would like to continue. You may be eligible to continue your group health insurance benefits and/or convert to an individual policy through Yelp's health insurance provider after this nine (9)-month period at your own expense.

7. Termination. Your employment may be terminated at any time prior to the anticipated end of the Transition Period if (a) you resign, or (b) Yelp terminates your employment due to your (i) material breach of Yelp policy or procedure or other misconduct, (ii) material breach of any written agreement with Yelp, including, but not limited to, this Agreement, or (iii) failure to perform your job duties as assigned to you in a timely and satisfactory manner during the Transition Period (and “Early Termination”). In the event of an Early Termination, you will receive no further compensation or benefits from Yelp other than as expressly provided herein or as required by applicable law. Nothing in this Agreement is intended to affect the at-will status of your employment with Yelp.

8. Proprietary Information Obligations. You acknowledge and reaffirm your obligation to comply with the Confidentiality and Inventions Assignment Agreement you signed as a condition of your employment with Yelp.

9. Executive Severance Benefit Plan. You acknowledge and agree that you are not entitled to any severance benefits in connection with your employment resignation, and that the benefits set forth in this Agreement replace in their entirety any benefits you may now or in the future be eligible for or entitled to under the Company’s Executive Severance Benefits Plan established effective January 6, 2012 and amended as of February 18, 2020 (the “Severance Plan”), and you waive all rights thereunder as of the date you sign this Agreement.

10. Release of Claims.

a. General Release. You hereby generally and completely release Yelp and its predecessors, successors, affiliates, parent and subsidiary entities, as well as each of their current and former directors, officers, employees, shareholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”) of and 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 that occurred prior to or on the date that you sign this Agreement (collectively, the “Released Claims”).

b. Scope of Release. The Released Claims include, but are not limited to: (i) all claims arising out of or in any way related to your employment with Yelp, or the termination of that employment; (ii) all claims related to your compensation and benefits from Yelp, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, restricted stock units or any other ownership interests in Yelp; (iii) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, including, without limitation, claims for fraud, defamation, emotional distress and discharge in violation of public policy; and (v) all federal, state and local statutory claims, including, without limitation, claims for discrimination, harassment, retaliation, privacy, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964, the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal National Labor Relations Act of 1935, the federal Family and Medical Leave Act, the federal Fair Credit Reporting Act, the federal Employee Retirement Income Security Act, the California Investigative Consumer Reporting Agencies Act, the California Labor Code, the California Civil Code, the California Business and Professions Code, the California Fair Employment and Housing Act, the California Family Rights Act, the Wage Orders of the California Industrial Welfare Commission, in each case as amended, and, in each case, similar laws in other jurisdictions. You acknowledge that you have been advised, as required by California Government Code Section 12964.5(b)(4), that you have the right to consult an attorney regarding this Agreement and that you were given a reasonable time period of not less than five business days in which to do so. You further acknowledge and agree that, in the event you sign this Agreement prior to the end of the reasonable time period provided by the Company, your decision to accept such shortening of time is knowing and voluntary and is not induced by the Company through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of the reasonable time period, or by providing different terms to employees who sign such an agreement prior to the expiration of the time period.

c. Excluded Claims. Notwithstanding the foregoing, the following are not included in the Released Claims (collectively, the “Excluded Claims”): (i) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with Yelp to which you are a party, the certificate of incorporation and bylaws of Yelp, or under applicable law; (ii) any rights that are not waivable as a matter of law; and (iii) any rights you have under this Agreement.

d. ADEA Waiver. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA (“ADEA Waiver”), and that the benefits given under this Agreement for the ADEA Waiver are in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised by this writing, as

required by the ADEA, that: (i) your ADEA Waiver does not apply to any rights or claims that may arise after the date you sign this Agreement; (ii) you should consult with an attorney prior to signing this Agreement (although you may choose voluntarily not to do so); (iii) you have twenty-one (21) days to consider this Agreement (although you may choose voluntarily to sign this Agreement earlier); (iv) you have seven (7) days following the date you sign this Agreement to revoke the Agreement by providing written notice to Yelp; and (v) this Agreement will not be effective until the date upon which the revocation period has expired, which will be the eighth day after you sign this Agreement.

11. Section 1542 Waiver. In giving the releases herein, which include claims that may be unknown to you at present, you acknowledge that you have read and understand Section 1542 of the California Civil Code, which reads as follows:


“A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

You hereby expressly waive and relinquish all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to your release of claims herein, including, but not limited to, your release of unknown claims.

12. Protected Rights. You understand that nothing in this Agreement limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the California Department of Fair Employment and Housing, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). You further understand this Agreement does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, to the maximum extent permitted by law, you are otherwise waiving any and all rights you may have to individual relief based on any claims that you have released and any rights you have waived by signing this Agreement. Nothing in this Agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.

13. Return of Yelp Property and Information. You agree to search diligently to locate all Yelp documents, materials, information, communications and other Yelp property that you control or have had in your possession at any time, including, without limitation, (a) all Yelp confidential and proprietary information and (b) any materials or information on your personal computer, server and e-mail system (collectively, “Yelp Property”).

You agree to return all Yelp Property and copies thereof no later than the Separation Date, or destroy them if Yelp requests. During the period between the Regular End Date and the Separation Date, you will have continued access to and limited use of your Yelp e-mail account and the Google applications associated with your Yelp e-mail account (collectively, the “Yelp Materials”); provided, however, that the Yelp Materials shall be used solely to conduct business for Yelp upon Yelp’s request. You understand and agree that if you choose not to sign and return the Release as contemplated in Paragraph 3 above, you must return your Laptop no later than twenty-four (24) days following the Separation Date. Please note that all data on the Laptop will be remotely deleted at the close of business on the Separation Date, regardless of whether you sign and return the Release.

14. Non-Disparagement. You agree that you will not (a) disrupt, or take any action that could reasonably be expected to disrupt, any aspect of Yelp’s business or operations, or (b) disparage, criticize, or otherwise take actions that could reasonably be expected to harm the reputation of, or lead to unwanted or unfavorable publicity for, Yelp, its subsidiaries and affiliates, or any of their respective current or former officers, directors, management, clients, users, products or services, except for truthful statements that are expressly required by law. Nothing in this paragraph is intended to restrain you in any manner from engaging in a lawful profession, trade or business of any kind, participating in any government regulatory investigation, or engaging in other conduct as set forth in Paragraph 12 above.

15. Cooperation. You agree that you will not voluntarily provide assistance, information or advice, directly or indirectly (including through agents or attorneys), to any person or entity in connection with any claim or cause of action of any kind brought against Yelp, nor will you induce or encourage any person or entity to bring such claims. However, it will not violate this Agreement if you testify truthfully when required to do so by a valid subpoena or under similar compulsion of law or engage in other conduct as set forth in Paragraph 12 above. Further, you agree to cooperate fully with Yelp in connection with its actual or contemplated defense, prosecution or investigation of any claims or demands by or against third parties, or other matters arising from events, acts or failures to act that occurred during the period of your employment by Yelp. Such cooperation includes, without limitation, making yourself available to Yelp upon reasonable notice, without subpoena, to provide complete, truthful and accurate information in witness interviews, depositions and trial testimony. Yelp will reimburse you for reasonable out-of-pocket expenses you incur in connection with such cooperation (excluding foregone wages, salary or other compensation), and will make reasonable efforts to accommodate your scheduling needs. In addition, you agree to execute all documents (if any) necessary to carry out the terms of this Agreement.

16. Representations. You hereby represent that you (a) have been paid all compensation owed and for all hours worked, and, as to any further alleged wages, you agree that there is a good-faith dispute as to whether such wages are due, and based on this good-faith dispute, you release and waive any and all further claims regarding unpaid wages and any corresponding penalties, interest or attorneys’ fees, in exchange for the benefits provided by this Agreement; (b) have received all the leave and leave benefits and protections for which you are eligible, pursuant to the Family and Medical Leave Act, the California Family Rights Act or otherwise; and (c) have not suffered any on-the-job injury for which you have not already filed a workers’ compensation claim.

17. Dispute Resolution. Any dispute, claim or controversy of whatever nature arising out of or relating to this Agreement (including any other agreement(s) contemplated hereunder), including, without limitation, any action or claim based on tort, contract or statute, or concerning the interpretation, performance or execution of this Agreement, will be resolved by confidential, final and binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”), in San Francisco, California, before a single arbitrator, in accordance with JAMS’ then-applicable arbitration rules. You acknowledge that by agreeing to this arbitration procedure, you and Yelp waive the right to resolve any such dispute, claim or demand through a trial by jury or judge or by administrative proceeding. You will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator will: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award and the arbitrator’s essential findings and conclusions on which the award is based. Yelp will bear all JAMS fees for the arbitration. Nothing in this Agreement will prevent any of the parties from obtaining injunctive relief in court if necessary to prevent irreparable harm pending the conclusion of any arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in any court of competent jurisdiction.

18. Miscellaneous. This Agreement constitutes the complete, final and exclusive embodiment of the entire agreement between you and Yelp with regard to its 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 (including your employment offer letter and the Severance Plan). This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of Yelp. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and Yelp, and inure to the benefit of both you and Yelp, 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 so as to be rendered enforceable to the fullest extent permitted by law. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of laws principles. Any ambiguity in this Agreement will not be construed against either party as the drafter. Any waiver of a breach of this Agreement must be in writing to be effective and will not be deemed to be a waiver of any successive or other breach. This Agreement may be executed in counterparts, and facsimile and electronic image signatures will be equivalent to original signatures

If these terms are acceptable to you, please sign and date in the space indicated below and return the signed copy to me within twenty-one (21) calendar days of the date you receive it. The terms offered in this Agreement will automatically lapse and expire if we do not receive a signed copy back from you within that time frame, but you may use as much of the timeframe as you need to review this Agreement before signing. We encourage you to consult with an attorney prior to accepting if you so desire. After you sign the Agreement, you may revoke your acceptance by notifying me in writing. Such written notice must be received no later than the close of business on the seventh (7th) calendar day

after you signed the Agreement. If you revoke the Agreement, then you will not be entitled to any of its benefits except those required by law.

Sincerely,

Yelp Inc.

By: /s/ Jeremy Stoppelman

Jeremy Stoppelman

Chief Executive Officer

I have read, understood and hereby agree to the terms as set forth above, and further acknowledge and agree that no other commitments were made to me in connection with my transition from the Company except as specifically set forth in this Agreement.

/s/ Vivek Patel February 15, 2022

Vivek Patel Date

EXHIBIT A

RELEASE

(To be signed and returned within twenty-one (21) calendar days after the Separation Date.)

I understand that my employment with Yelp Inc. (“Yelp” or the “Company”) terminated effective ____________, _____ (“Separation Date”). The Company has agreed that if I choose to sign and return this Separation Date Release (“Release”) within twenty-one (21) calendar days of the Separation Date and do not subsequently revoke the Release, the Company will provide me with certain Severance Consideration pursuant to the terms of the transition letter agreement between the Company and me dated ____________ (“Agreement”). I understand that I am not entitled to the Severance Consideration unless I sign and return this Release within the stated time period and it becomes fully effective. I understand that, regardless of whether I sign this Release, the Company will pay me all of my accrued salary and paid time off (“PTO”) (if any) through the Separation Date, to which I am entitled by law.

In exchange for the Severance Consideration to be provided to me under the Agreement, I hereby generally and completely release the Company and its predecessors, successors, affiliates, parent and subsidiary entities, as well as each of their current and former directors, officers, employees, shareholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, “Released Parties”) of and 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 prior to or on the date I sign this Release (collectively, the “Released Claims”).

The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, restricted stock units, or any other ownership interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including without limitation claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including without limitation claims for discrimination, harassment, retaliation, privacy, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964, the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (“ADEA”), the federal National Labor Relations Act of 1935, the federal Family and Medical Leave Act (“FMLA”), the federal Fair Credit and Reporting Act, the federal Employee Retirement Income Security Act, the California Investigative Consumer Reporting Agencies Act, the California Labor Code, the California Business and Professions Code, the California Fair Employment and Housing Act, the California Family Rights Act, the Wage Orders of the California Industrial Welfare Commission, in each case as amended, and, in each case, similar laws in other jurisdictions. I acknowledge that I have been advised, as required by California Government Code Section 12964.5(b)(4), that I have the right to consult an attorney regarding this Release and that I was given a reasonable time period of not less than five business days in which to do so. I further acknowledge and agree that, in the event I sign this Release prior to the end of the reasonable time period provided by the Company, my decision to accept such shortening of time is knowing and

voluntary and is not induced by the Company through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of the reasonable time period, or by providing different terms to employees who sign such an agreement prior to the expiration of the time period.

Notwithstanding the release in the preceding paragraph, I am not releasing any right of indemnification I may have in my capacity as an employee of the Company pursuant to any express indemnification agreement or under applicable law, and I am not releasing any rights which are not waivable as a matter of law (collectively, “Excluded Claims”).

I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA (“ADEA Waiver”), and that the benefits given under this Release for the ADEA Waiver are in addition to anything of value to which I am already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (i) my ADEA Waiver does not apply to any rights or claims that may arise after the date I sign this Release; (ii) I should consult with an attorney prior to signing this Release (although I may choose voluntarily not to do so); (iii) I have twenty-one (21) calendar days to consider this Release (although I may choose voluntarily to sign this Release earlier); (iv) I have seven (7) calendar days following the date I sign this Release to revoke the Release by providing written notice to Yelp’s People Operations department; and (v) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth day after I sign this Release.

In giving the general release herein, which includes claims which may be unknown to me at present, I acknowledge that I have read and understand Section 1542 of the California Civil Code, which reads as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to my release of claims contained herein, including but not limited to any unknown or unsuspected claims.

I understand that nothing in this Release limits my ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the California Department of Fair Employment and Housing, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). I further understand this Release does not limit my ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Release does not limit my right to receive an award for information provided to the Securities and Exchange Commission, I understand and agree that, to maximum extent permitted by law, I am otherwise waiving any and all rights I may have to individual relief based on any claims that I have released and any rights I have waived by signing this Release. Nothing in this Release prevents me from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that I have reason to believe is unlawful.

I hereby represent that I have been paid all compensation owed and for all hours worked (including, without limitation, any salary, unused paid time off, commissions and/or bonuses to which I am entitled), and, as to any further alleged wages, I agree that there is a good-faith dispute as to whether such wages are due, and based on this good-faith dispute, I release and waive any and all further claims regarding unpaid wages and any corresponding penalties, interest or attorneys’ fees, in exchange for the benefits provided by the Agreement and this Release. I further represent that I have received all the leave and leave benefits and protections for which I am eligible, pursuant to FMLA, the Company’s policies, applicable law, or otherwise, and I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation claim.

By:____________________________

Vivek Patel

Date:_________________________