Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 4, 2022, Laurence Wilson notified Yelp Inc. (the "Company") of his decision to step down from his position as Chief Administrative Officer, General Counsel and Corporate Secretary, effective January 14, 2022. Aaron Schur, the Company's Vice President, Deputy General Counsel, has been appointed to serve as Senior Vice President, General Counsel following such date.

On January 7, 2022, the Company entered into a transition agreement (the "Agreement") with Mr. Wilson, pursuant to which he will remain employed by the Company in an advisory capacity on a full-time basis through February 21, 2022 and on a part-time basis from February 22, 2022 through May 20, 2022 (the "Separation Date"). Mr. Wilson's current salary and benefits will remain in effect until February 21, 2022. He will continue vesting 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 February 21, 2022. Mr. Wilson 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 10.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

 Exhibit Number         Description
      10.1                Transition Agreement, dated January 7, 2022, by and between Yelp Inc. and
                        Laurence Wilson.
       104              Cover Page Interactive Data File (embedded within the Inline XBRL document).

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