KNEALE: YOU CAN SAVE THEM.

DECKER: YEAH, WE'RE LAUNCHING THAT PLATFORM IN Q3.

HERERA: YOU KNOW SUSAN THE STOCK IS UP 2 2/3 PERCENT. AT 26.85 AND ALTHOUGH THOSE DEALS ARE SIGNIFICANT ONES AND VERY INTERESTING IN THIS TIME THE THING THAT HAS THE STOCK BUZZING IS YOUR COMMENTS THAT YOU WERE ON IN ONGOING DISCUSSIONS WITH MICROSOFT. CAN YOU BE A LITTLE BIT CLEARER ABOUT WHAT TYPES OF DISCUSSIONS THOSE ARE AND ARE THEY DESIGNED TO KEEP YAHOO! INDEPENDENT?

DECKER: YOU KNOW WHAT I SAID TODAY I THINK IS PRETTY CONSISTENT WITH WHAT STEVE BALLMER SAID LAST WEEK AT D-CONFERENCE AND WHAT JERRY YANG AND I REITERATED IN OUR INTERVIEW IS THAT MICROSOFT INDICATED IT'S IN DISCUSSIONS WITH US ABOUT VARIOUS PARTNERSHIPS AND THOSE HAVE BEEN ENGAGED CONVERSATIONS. WE'VE BEEN ENGAGED WITH THEM OVER THE LAST 4 1/2 MONTHS ON A NUMBER OF DIFFERENT IDEAS THEY'VE HAD AND AS LONG AS THEY ENHANCE SHAREHOLDER VALUE AND CAN MAXIMIZE THAT OUR BOARD WOULD BE VERY INTERESTED IN DIFFERENT WAYS TO DO THAT.

KNEALE: GIVEN HOW MUCH YOU'VE BEEN DOING ON THE ADVERTISING FRONT SEEMS LIKE YAHOO! WOULD BE CRAZY TO SIMPLY OUTSOURCE ITS AD TO EITHER A GOOGLE OR MICROSOFT. ARE THE TALKS IN PART REGARDING OUTSOURCING YOUR AD FUNCTIONS TO SOMEONE ELSE?

DECKER: I CAN'T COMMENT ON THE SPECIFICS OF ANY KIND OF PARTNERSHIP DISCUSSIONS, BUT THANK YOU FOR THE QUESTIONS.

KNEALE: THAT WOULD BE WRONG, OKAY. AND ALSO QUICK, I REALIZE YOU'RE NOT ON THE YAHOO! BOARD AND YOU HAD NOTHING TO DO WITH THE BOARD'S APPROVAL OF THIS SEVERANCE PACKAGE, RETENTION AGREEMENT, WHEREAS IF SOMEONE COMES IN AND A CHANGE OF CONTROL, YAHOO! COULD PAY OUT ANYWHERE FROM $470 TO $2 BILLION TO ITS EMPLOYEES. NOW YOUR BIGGEST SHAREHOLDERS WERE UPSET WHEN MICROSOFT WALKED AWAY AND THEY FELT LIKE YAHOO! HAD BEEN A LITTLE RESISTANT AND NOW MAYBE MORE UPSET ABOUT THE SEVERANCE AGREEMENT AND SINCE YOU NATURALLY HAD NOTHING TO DO WITH IT AND LET ME GRILL YOU ON IT ANYWAY. AND TELL US WHY THE BOARD FELT LIKE THIS WAS A NECESSARY THING. I KNOW THAT IN A TAKEOVER RUMOR THING, A LOT OF EMPLOYEES START LOOK FOR JOBS ELSEWHERE.

DECKER: I THINK YOU JUST HIT ON THE CORE POINT. MANY COMPANIES HAVE CHANGE-UP CONTROL AGREEMENTS WITH ACCELERATION OF THEM, OR SOME WAY TO KEEP EMPLOYEES UPON A CHANGE OF CONTROL. IN THIS KIND OF SITUATION IT IS THE ASSET, THE ASSET THAT MICROSOFT WAS INTERESTED IN. THE ASSET THAT OUR BOARD BELIEVES THAT WE HAVE THAT IS SO VALUABLE IS OUR TALENT THAT IS CREATING NEXT GENERATION PRODUCTS AND SERVICES. IT WOULD BE VERY DIFFICULT FOR AN ACQUIRER IF THE ASSETS LEFT AND SO THIS WAS DESIGNED TO KEEP THE TALENT UNTIL THE DATE OF THE CLOSE OF A DEAL.

HERERA: YOU KNOW THOUGH AND I KNOW THAT YOU CAN'T COMMENT AND WON'T COMMENT ON CARL ICAHN'S STATEMENTS AND HIS PROXY BATTLE BUT HE DID HAVE A VERY INTERESTED QUOTE IN "THE WALL STREET JOURNAL" ABOUT THE FACT THAT THIS WAS PUT IN AT THE TIME THAT THE MICROSOFT DISCUSSIONS WERE ONGOING. HOW CAN -- AND HE SAYS "HOW CAN YAHOO! KEEP SAYING THEY'RE WILLING TO NEGOTIATE AND SELL THE COMPANY ON ONE HAND, WHILE AT SAME TIME THEY'RE COMPLETELY SABOTAGING THE PROCESS WITHOUT TELLING ANYONE." INDICATING THAT THE NET COST OF THAT SEVERANCE PACKAGE WOULD BE A DETERRENT TO ALMOST ANY COMPANY EVEN THE SIZE OF ONE OF MICROSOFT.

DECKER: YOU KNOW ON THE CONTRARY I WOULD SAY THAT THE $45 BILLION ACQUISITION PRICE WAS ABOUT KEEPING THE TALENT AND SINCE YAHOO! DIDN'T HAVE ANY WAY TO KEEP THE TALENT IN A SITUATION THAT WAS FAIRLY DESTABILIZING, I BELIEVE THE BOARD WAS APPROPRIATELY TRYING TO MAKE SURE THAT THE VALUE THAT MICROSOFT WAS AFTER WAS INTACT IF THERE WERE A DEAL.

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