Executive Compensation

On February 5, 2013, the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Yelp Inc. (the "Company"), pursuant to the authority delegated to the Compensation Committee by the Board, approved
(a) annual base salaries for each of the Company's named executive officers (as defined in Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission (the "SEC")) (collectively, the "Executive Officers"), in each case effective as of February 15, 2013, and (b) the grant of options to purchase shares of the Company's Class A common stock (the "Options") to the Executive Officers, as set forth in the table below. The Compensation Committee granted the Options pursuant to and in accordance with the terms and conditions of the Company's 2012 Equity Incentive Plan (the "Plan") and the Forms of Option Agreement and Grant Notice (together, the "Option Agreements") previously filed with the SEC. The Options will have an exercise price equal to the fair market value of the Company's Class A common stock on the date of the grant, as determined under the terms of the Plan, and a term of 10 years from the date of grant. The Company will continue to pay for healthcare benefits for each of the Executive Officers.

                                                             2013 Annual
Named Executive Officer         Title                        Base Salary        Options
Jeremy Stoppelman               Chief Executive Officer      $       1.00        575,000 (1)
                                                                                  90,000 (2)
Geoff Donaker                   Chief Operating Officer      $       1.00        425,000 (1)
                                                                                  90,000 (2)
Rob Krolik                      Chief Financial Officer      $ 325,000.00        220,000 (3)
Joseph R. ("Jed") Nachman       Senior Vice President of
                                Revenue                      £ 265,718.78        220,000 (1)
Laurence Wilson                 General Counsel and
                                Secretary                    $ 325,000.00        220,000 (1)

(1) The shares underlying this Option shall vest as follows: 10% of the shares underlying the Option shall vest in equal monthly installments over the 12 month period following the date of grant; 20% of the shares underlying the Option shall vest in equal monthly installments over the following 12 month period; 30% of the shares underlying the Option shall vest in equal monthly installments over the following 12 month period; and 40% of the shares underlying the Option shall vest in equal monthly installments over the following 12 month period, such that the shares underlying the Option shall be fully vested on the fourth anniversary of the date of grant, provided that such Executive Officer is then providing services to the Company at the time of such vest.

(2) 1/24th of shares underlying this Option shall vest each month for two years following the date of grant, provided that such Executive Officer is then providing services to the Company at the time of such vest.

(3) The shares underlying this Option shall vest as follows: 10% of the shares underlying the Option shall vest in equal monthly installments over the 12 month period following the vesting commencement date of July 27, 2013; 20% of the shares underlying the Option shall vest in equal monthly installments over the following 12 month period; 30% of the shares underlying the Option shall vest in equal monthly installments over the following 12 month period; and 40% of the shares underlying the Option shall vest in equal monthly installments over the following 12 month period, such that the shares underlying the Option shall be fully vested on the fourth anniversary of the vesting commencement date, provided that such Executive Officer is then providing services to the Company at the time of such vest.

The foregoing is only a brief description of the material terms of the Options, and does not purport to be complete and is qualified in its entirety by reference to the Plan and the Option Agreements.

Director Compensation

On February 5, 2013, the Compensation Committee approved a change to the Company's non-employee director compensation program to provide for a biennial option grant to each non-employee director of the Company who is not affiliated with an institutional or venture investor of the Company. Eligible directors shall be entitled to receive an option to purchase 10,000 shares of the Company's Class A common stock pursuant to the Plan every other year on the date of the Company's annual meeting of stockholders, beginning with the Company's 2013 annual meeting. Each option will vest in equal monthly installments over four years following the date of grant, and shall have an exercise price equal to the fair market value of the Company's Class A common stock on the date of the grant as determined under the terms of the Plan.

In connection with its regular review of the Company's corporate governance policies, the Board approved the amendment of the Company's Code of Business Conduct and Ethics, effective February 4, 2013, to include provisions related to the prohibition of certain side agreements and informal arrangements by the Company's employees, including its executive officers. The Code of Business Conduct and Ethics, as amended, is available in the Corporate Governance section of the Company's website at www.yelp.com.