Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
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2: EX-10.01 Material Contract HTML 25K
3: EX-10.02 Material Contract HTML 26K
4: EX-10.03 Material Contract HTML 25K
5: EX-10.04 Material Contract HTML 25K
6: EX-10.05 Material Contract HTML 73K
7: EX-10.06 Material Contract HTML 75K
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9: EX-10.08 Material Contract HTML 67K
10: EX-10.09 Material Contract HTML 84K
11: EX-10.10 Material Contract HTML 76K
12: EX-10.11 Material Contract HTML 49K
13: EX-10.12 Material Contract HTML 49K
14: EX-10.13 Material Contract HTML 49K
15: EX-10.14 Material Contract HTML 46K
16: EX-12.01 Ratio of Earnings to Fixed Charges HTML 29K
17: EX-31.01 Certification of Registrants Ceo, as Required by HTML 29K
Section 906
18: EX-31.02 Certification of Registrants CFO, as Required by HTML 29K
Section 906
19: EX-32.01 Certification of Registrants Ceo, as Required by HTML 25K
Section 302
20: EX-32.02 Certification of Registrants CFO, as Required by HTML 25K
Section 302
58: R1 DEI Document HTML 50K
48: R2 Condensed Consolidated Balance Sheet HTML 138K
56: R3 Condensed Consolidated Balance Sheet HTML 36K
(Parenthetical)
60: R4 Condensed Consolidated Statement of Income HTML 91K
75: R5 Condensed Consolidated Statement of Comprehensive HTML 64K
Income (Loss)
50: R6 Condensed Consolidated Statement of Cash Flows HTML 139K
55: R7 Note 1 - The Company and Summary of Significant HTML 36K
Accounting Policies
45: R8 Note 2 - Net Income per Share HTML 60K
37: R9 Note 3 - Business Combinations and Divestitures HTML 35K
76: R10 Note 4 - Goodwill and Intangible Assets HTML 97K
62: R11 Note 5 - Segments HTML 103K
61: R12 Note 6 - Fair Value Measurement of Assets and HTML 127K
Liabilities
66: R13 Note 7 - Derivative Instruments HTML 94K
67: R14 Note 8 - Debt HTML 79K
65: R15 Note 9 - Commitments and Contingencies HTML 56K
68: R16 Note 10 - Stock Repurchase Programs HTML 41K
57: R17 Note 11 - Stock-Based Plans HTML 82K
59: R18 Note 12 - Income Taxes HTML 41K
64: R19 Note 13 - Loans and Interest Receivable, Net HTML 41K
80: R20 Note 1 - The Company and Summary of Significant HTML 41K
Accounting Policies (Policies)
71: R21 Note 2 - Net Income per Share (Tables) HTML 56K
52: R22 Note 3 - Business Combinations and Divestitures HTML 32K
(Tables)
63: R23 Note 4 - Goodwill and Intangible Assets (Tables) HTML 92K
54: R24 Note 5 - Segments (Tables) HTML 95K
32: R25 Note 6 - Fair Value Measurement of Assets and HTML 114K
Liabilities (Tables)
72: R26 Note 7 - Derivative Instruments (Tables) HTML 92K
77: R27 Note 8 - Debt (Tables) HTML 72K
41: R28 Note 10 - Stock Repurchase Programs (Tables) HTML 41K
40: R29 Note 11 - Stock-Based Plans (Tables) HTML 86K
43: R30 Note 12 - Income Taxes (Tables) HTML 33K
44: R31 Note 13 - Loans and Interest Receivable, Net HTML 35K
(Tables)
46: R32 Note 1 - The Company and Summary of Significant HTML 27K
Accounting Policies (Details)
31: R33 Note 2 - Net Income per Share (Details) HTML 65K
69: R34 Note 3 - Business Combinations and Divestitures HTML 62K
(Details)
51: R35 Note 4 - Goodwill and Intangible Assets By HTML 47K
Reportable Segment (Details)
53: R36 Note 4 - Goodwill and Intangible Assets Intangible HTML 42K
Assets (Details)
35: R37 Note 5 - Segments (Details) HTML 53K
79: R38 Note 6 - Fair Value Measurement of Assets and HTML 101K
Liabilities (Details)
27: R39 Note 7 - Derivative Instruments (Details) HTML 38K
47: R40 Note 7 - Derivative Instruments, Effect of HTML 37K
Derivative Contracts on Accumulated Other
Comprehensive Income (Details)
74: R41 Note 7 - Derivative Instruments, Effect of HTML 34K
Derivative Contracts on Condensed Consolidated
Financial Information (Details)
34: R42 Note 8 - Debt (Details) HTML 107K
39: R43 Note 9 - Commitments and Contingencies Schedule of HTML 35K
Commitments and Off-Balance Sheet Arrangements
(Details)
42: R44 Note 9 - Commitments and Contingencies Loss HTML 39K
Contingencies (Details)
49: R45 Note 10 - Stock Repurchase Programs (Details) HTML 58K
30: R46 Note 11 - Stock-Based Plans Stock Option Activity HTML 42K
(Details)
36: R47 Note 11 - Stock-Based Plans Restricted Stock Units HTML 40K
(Details)
28: R48 Note 11 - Stock-Based Plans Stock-Based HTML 37K
Compensation Expense (Details)
73: R49 Note 11 - Stock-Based Plans Valuation Assumptions HTML 37K
(Details)
33: R50 Note 12 - Income Taxes (Details) HTML 45K
70: R51 Note 13 - Loans and Interest Receivable, Net HTML 48K
(Details)
78: XML IDEA XML File -- Filing Summary XML 99K
38: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.29M
21: EX-101.INS XBRL Instance -- ebay-20120630 XML 2.15M
23: EX-101.CAL XBRL Calculations -- ebay-20120630_cal XML 162K
24: EX-101.DEF XBRL Definitions -- ebay-20120630_def XML 642K
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26: EX-101.PRE XBRL Presentations -- ebay-20120630_pre XML 752K
22: EX-101.SCH XBRL Schema -- ebay-20120630 XSD 150K
29: ZIP XBRL Zipped Folder -- 0001065088-12-000085-xbrl Zip 198K
Exhibit 10.11 - Form of Director Award Agreement under Registrant's 2003 Deferred Stock Unit Plan
Exhibit 10.11
eBAY INC. 2003 DEFERRED STOCK UNIT PLAN DIRECTOR AWARD AGREEMENT
This award agreement (this “Award Agreement”) sets forth the terms and conditions of an award (this “Award”) of deferred stock units (“DSUs”) granted to you under the eBay Inc. 2003 Deferred Stock Unit Plan (the “Plan”).
1.The Plan. This Award is made pursuant to the Plan, the terms of which are incorporated in this Award Agreement. Capitalized
terms used in this Award Agreement that are not defined in this Award Agreement have the meanings as used or defined in the Plan.
2. Award. The number of DSUs subject to this Award is set forth at the end of this Award Agreement. Each DSU constitutes an unfunded and unsecured promise of eBay to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, one share of Common Stock (the “Share” or the “Shares” as the context requires) (or, in the sole discretion of the Committee, cash, securities or other property equal to the Fair Market Value thereof) as soon as practicable but in no case more than 10 days following the Delivery Date as provided herein. You shall also be entitled to receive an amount in cash equal to the sum of any declared
dividends on the Shares which the record date therefor occurred after the date of grant and prior to delivery (the “dividend equivalent rights”). Except as otherwise provided herein, until the Delivery Date, you have only the rights of a general unsecured creditor, and no rights as a stockholder, of eBay. THIS AWARD IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ARBITRATION AND CHOICE OF FORUM PROVISIONS SET FORTH IN PARAGRAPH 16.
3. Vesting. Except as provided in this Paragraph 3 and in Paragraph 6, you shall become vested in 25% of this grant of DSUs on the first anniversary of the Date of Grant specified at the end of this Award Agreement and in 2.0833% of this grant of DSUs each
month thereafter. Except as provided in Paragraph 6, if your service terminates for any reason prior to full vesting, including due to failure to be nominated or re-elected as a member of the Board, your rights in respect of all of your unvested DSUs shall terminate, and no Shares (or cash) shall be delivered in respect of such unvested DSUs.
4. DSU Account.
A bookkeeping account will be established for you which shall be credited with all DSUs and any dividend equivalent rights that have been granted to you.
5. Delivery of Shares/DSU Payments.
(a) Except as provided in this Paragraph 5 and in Paragraphs 6, 8 and 9, the Shares underlying the vested DSUs
and any dividend equivalent rights corresponding to those vested DSUs shall be delivered as soon as practicable but in no case more than 10 days following the Delivery Date specified at the end of this Award Agreement. The Company may, at its option, deliver cash, securities or other property in lieu of all or any portion of the Shares
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otherwise deliverable. Such payment shall be equal in value to the product of the number of Shares to be delivered on the Delivery Date and the Fair Market Value of one Share of Common Stock on the Delivery Date. You shall be deemed the beneficial owner of the Shares at the close of business on the
Delivery Date and shall be entitled to any dividend or distribution that has not already been made with respect to such Shares if the record date for such dividend or distribution is after the close of business on the Delivery Date. Notwithstanding the foregoing, if the Delivery Date occurs at a time when you are considered by the Company to be one of its “covered employees” within the meaning of Section 162(m) of the Code and/or if you are considered to be one of the Company’s “specified employees” within the meaning of Section 409A(a)(2)(B) of the Code and applicable Treasury regulations and guidance issued from time to time thereunder (including, without limitation, any regulations and guidance setting forth the time period with respect to which the determination whether you are
a “specified employee” must be made), then, unless the Committee determines otherwise, delivery of the Shares (or cash) automatically shall be deferred until six months after you have ceased to be an employee of the Company or have otherwise separated from service with the Company. Such deferral shall not affect the number of shares or the amount of cash to be delivered.
(b) Notwithstanding the foregoing, all DSUs and any dividend equivalent rights shall vest and shall become payable immediately upon a Change in Control. “Change in Control” means (a) a dissolution or liquidation of eBay, (b) a merger or consolidation in which eBay is not the surviving corporation (other than a merger or consolidation
with a wholly-owned subsidiary, a reincorporation of eBay in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of eBay or their relative stock holdings and the Awards granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption, conversion or replacement will be binding on all grantees), (c) merger in which eBay is the surviving corporation but after which the stockholders of eBay (other than any stockholder which merges (or which owns or controls another corporation which merges) with eBay in such merger) cease to own their shares or other equity interests in eBay, (d) the sale of substantially all of the assets of eBay, or (e) the acquisition, sale or transfer of more than 50% of the outstanding shares of eBay by tender offer or similar transaction; provided, however, that
in no event will a “Change of Control” be deemed to have occurred for purposes of this Award Agreement if such event would not constitute a change in the ownership or effective control of eBay, or in the ownership of a substantial portion of the assets of eBay for purposes of Section 409A of the Code and applicable Treasury regulations and guidance issued from time to time thereunder.
(c) “Delivery Date” means the date of your termination of service with the Board.
6. Disability and Death.
(a) Notwithstanding any other provision of this Award Agreement, if your service with the Company is terminated by reason of disability (as
defined in Section 409A(a)(2)(C) of the Code and as determined in the sole discretion of the Committee), the condition set forth in Paragraph 3 shall be waived with respect to your then outstanding unvested DSUs (as a result of which any such then unvested outstanding DSUs shall vest). Shares (or, in the sole discretion of the Committee, cash, securities or other property in lieu of all or any part thereof) corresponding to your outstanding DSUs and any dividend equivalent rights shall be delivered to
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you as soon as practicable.
(b) In the event of your death, the condition set forth in Paragraph 3 shall be waived with respect to your then outstanding unvested DSUs (as
a result of which any such then unvested outstanding DSUs shall vest). Shares (or, in the sole discretion of the Committee, cash, securities or other property in lieu of all or any part thereof) corresponding to your outstanding DSUs and any dividend equivalent rights shall be delivered to the representative of your estate as soon as practicable after the date of death and after such documentation as may be requested by the Committee is provided to the Committee.
7. Non-transferability. Except as otherwise may be provided by the Committee, the limitations set forth in Section 3.4 of the Plan shall apply. Any assignment in violation of the provisions of this Paragraph 7 shall be null and void.
8. Withholding, Consents and Legends.
(a) The
delivery of Shares is conditioned on your satisfaction of any applicable withholding taxes (in accordance with Section 3.2 of the Plan).
(b) Your rights in respect of your DSUs are conditioned on the receipt to the full satisfaction of the Committee of any required consents (as defined in Section 3.3 of the Plan) that the Committee may determine to be necessary or advisable (including, without limitation, your consenting to deductions from your wages, or another arrangement satisfactory to the Committee, to reimburse the Company for advances made on your behalf to satisfy any withholding and other tax obligations in connection with this Award).
(c) eBay may affix to certificates representing Shares issued pursuant to this Award Agreement any legend that the Committee determines to be necessary
or advisable (including to reflect any restrictions to which you may be subject under a separate agreement with eBay). eBay may advise the transfer agent to place a stop transfer order against any legended Shares.
9. Right of Offset. The Company shall have the right to offset against the obligation to deliver Shares under this Award Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, or amounts repayable to the Company pursuant to other director programs) you then owe to the Company and any amounts the Committee otherwise
deems appropriate.
10. Award Subject to Clawback. The Award and any cash payment, Shares, other securities, other awards or other property delivered pursuant to the Award are subject to forfeiture, recovery by the Company or other action pursuant to any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.
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11. No
Rights to Continued Service. Nothing in this Award Agreement or the Plan shall be construed as giving you any right to continued service with the Company or affect any right that the Company may have to terminate your service with the Company or alter the terms and conditions of your employment.
12. Successors and Assigns of eBay. The terms and conditions of this Award Agreement shall be binding upon, and shall inure to the benefit of, eBay and its successor entities (as defined in Section 3.5 of the Plan).
13. Committee
Discretion. The Committee shall have full discretion with respect to any actions to be taken or determinations to be made in connection with this Award Agreement, and its determinations shall be final, binding and conclusive.
14. Amendment. The Committee reserves the right at any time to amend the terms and conditions set forth in this Award Agreement, and the Board may amend the Plan in any respect; provided, that, notwithstanding the foregoing and Sections 1.3.1(i), 1.3.1(ii) and 3.1 of the Plan, no such amendment shall materially adversely affect your rights and obligations under this Award Agreement without your consent, except that the Committee reserves the right to accelerate the delivery of the Shares and in its discretion provide
that such Shares may not be transferable until the Delivery Date on which such Shares otherwise would have been delivered (and that in respect of such Shares you will remain obligated to return the Shares and any dividend equivalents to the Company in the circumstances under which the Shares would not have been delivered pursuant to Paragraph 4 or Paragraph 5); provided further, that, such acceleration of delivery of Shares shall not occur if such acceleration would cause the holder of an Award to be subject to an excise tax under Section 409A of the Code. Any amendment of this Award Agreement shall be in writing signed by an authorized member of the Committee or a person or persons designated by the Committee.
15. Adjustment. The
provisions of Section 1.6.2 of the Plan shall apply in the event the Committee desires to make such equitable adjustments, designed to protect dilution or enlargement of rights, as it may deem appropriate, in the number and kind of Shares covered by the DSUs subject to this Award Agreement.
16. Arbitration; Choice of Forum.
(a) Any dispute, controversy or claim between the Company and you, arising out of or relating to or concerning the Plan or this Award Agreement, shall be finally settled by arbitration in San Jose, California before, and in accordance with the rules then in effect of, the American Arbitration Association (the “AAA”) in accordance with the commercial arbitration
rules of the AAA. Prior to arbitration, all claims maintained by you must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Paragraph is subject to the provisions of Paragraphs 16(b) and (c) below.
(b) THE COMPANY AND YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF SAN JOSE, CALIFORNIA OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN
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OR THIS AWARD AGREEMENT THAT IS NOT OTHERWISE
ARBITRATED OR RESOLVED ACCORDING TO PARAGRAPH 16(a) OF THIS AWARD AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company and you acknowledge that the forum designated by this Paragraph 16(b) has a reasonable relation to the Plan, this Award Agreement, and to your relationship with the Company. Notwithstanding the foregoing, nothing herein shall preclude the Company from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Paragraph 16.
(c) The agreement by you and the
Company as to forum is independent of the law that may be applied in the action, and you and the Company agree to such forum even if the forum may under applicable law choose to apply non-forum law. You and the Company hereby waive, to the fullest extent permitted by applicable law, any objection which you or the Company now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Paragraph 16(b). You and the Company undertake not to commence any action, suit or proceeding arising out of or relating
to or concerning this Award Agreement in any forum other than a forum described in this Paragraph 16. You and (subject to the last sentence of Paragraph 16(b)) the Company agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court shall be conclusive and binding upon you and the Company.
(d) You irrevocably appoint the Secretary of eBay as your agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this Award Agreement which is not arbitrated pursuant to the provisions of Paragraph 16(a), who shall promptly advise you of any such service of process.
(e) You
hereby agree to keep confidential the existence of, and any information concerning, a dispute described in this Paragraph 16, except that you may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute).
17. Governing Law. THIS AWARD SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
18. Headings. The headings in this Award Agreement are for the purpose of convenience only and are not intended to define or limit the construction of the provisions
hereof.
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IN WITNESS WHEREOF, eBAY INC. has caused this Award Agreement to be duly executed and delivered as of the Date of Grant.
eBay Inc.
By
Name:
Title:
Recipient:
Number
of DSUs:
Date of Grant:
Delivery Date:
Termination of service as a Director of the Company for any reason.
Also, I understand that DSUs may be delivered
to me prior to such time pursuant to the terms of the Plan and this Agreement.
I have read the Plan and this Award Agreement and I agree to these terms.