Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 774K
2: EX-10.01 Material Contract -- exhibit1001 HTML 49K
3: EX-10.02 Material Contract -- exhibit1002 HTML 49K
4: EX-10.03 Material Contract -- exhibit1003 HTML 48K
5: EX-10.04 Material Contract -- exhibit1004 HTML 102K
6: EX-10.05 Material Contract -- exhibit1005 HTML 75K
7: EX-12.01 Ratio of Earnings to Fixed Charges HTML 28K
8: EX-31.01 Certification of Registrants Ceo, as Required by HTML 29K
Section 302
9: EX-31.02 Certification of Registrants CFO, as Required by HTML 29K
Section 302
10: EX-32.01 Certification of Registrants Ceo, as Required by HTML 24K
Section 906
11: EX-32.02 Certification of Registrants CFO, as Required by HTML 24K
Section 906
53: R1 DEI Document HTML 50K
43: R2 Condensed Consolidated Balance Sheet HTML 138K
51: R3 Condensed Consolidated Balance Sheet HTML 36K
(Parenthetical)
55: R4 Condensed Consolidated Statement of Income HTML 88K
71: R5 Condensed Consolidated Statement of Comprehensive HTML 61K
Income
45: R6 Condensed Consolidated Statement of Cash Flows HTML 119K
50: R7 Note 1 - The Company and Summary of Significant HTML 37K
Accounting Policies
39: R8 Note 2 - Net Income per Share HTML 44K
30: R9 Note 4 - Goodwill and Intangible Assets HTML 90K
72: R10 Note 5 - Segments HTML 69K
57: R11 Note 6 - Fair Value Measurement of Assets and HTML 127K
Liabilities
56: R12 Note 7 - Derivative Instruments HTML 90K
61: R13 Note 8 - Debt HTML 89K
62: R14 Note 9 - Commitments and Contingencies HTML 54K
60: R15 Note 10 - Stock Repurchase Programs HTML 38K
63: R16 Note 11 - Stock-Based Plans HTML 64K
52: R17 Note 12 - Income Taxes HTML 39K
54: R18 Note 13 - Loans and Interest Receivable, Net HTML 40K
59: R19 Note 14 - Restructuring (Notes) HTML 30K
76: R20 Note 15 - Accumulated Other Comprehensive Income HTML 78K
(Notes)
67: R21 Note 1 - The Company and Summary of Significant HTML 40K
Accounting Policies (Policies)
47: R22 Note 2 - Net Income per Share (Tables) HTML 40K
58: R23 Note 4 - Goodwill and Intangible Assets (Tables) HTML 86K
49: R24 Note 5 - Segments (Tables) HTML 62K
24: R25 Note 6 - Fair Value Measurement of Assets and HTML 114K
Liabilities (Tables)
68: R26 Note 7 - Derivative Instruments (Tables) HTML 82K
73: R27 Note 8 - Debt (Tables) HTML 81K
34: R28 Note 10 - Stock Repurchase Programs (Tables) HTML 39K
33: R29 Note 11 - Stock-Based Plans (Tables) HTML 68K
37: R30 Note 12 - Income Taxes (Tables) HTML 32K
38: R31 Note 13 - Loans and Interest Receivable, Net HTML 34K
(Tables)
40: R32 Note 15 - Accumulated Other Comprehensive Income HTML 75K
(Tables)
23: R33 Note 1 - The Company and Summary of Significant HTML 24K
Accounting Policies (Details)
65: R34 Note 2 - Net Income per Share (Details) HTML 64K
46: R35 Note 4 - Goodwill and Intangible Assets By HTML 46K
Reportable Segment (Details)
48: R36 Note 4 - Goodwill and Intangible Assets Intangible HTML 41K
Assets (Details)
27: R37 Note 5 - Segments (Details) HTML 47K
75: R38 Note 6 - Fair Value Measurement of Assets and HTML 98K
Liabilities (Details)
18: R39 Note 7 - Derivative Instruments (Details) HTML 54K
41: R40 Note 7 - Derivative Instruments, Effect of HTML 37K
Derivative Contracts on Accumulated Other
Comprehensive Income (Details)
70: R41 Note 7 - Derivative Instruments, Effect of HTML 32K
Derivative Contracts on Condensed Consolidated
Financial Information (Details)
26: R42 Note 7 - Derivative Instruments Derivative HTML 29K
Instruments, Introduction (Details)
32: R43 Note 8 - Debt (Details) HTML 109K
36: R44 Note 9 - Commitments and Contingencies Schedule of HTML 31K
Commitments and Off-Balance Sheet Arrangements
(Details)
44: R45 Note 9 - Commitments and Contingencies Loss HTML 41K
Contingencies (Details)
22: R46 Note 10 - Stock Repurchase Programs (Details) HTML 56K
29: R47 Note 11 - Stock-Based Plans Stock Option Activity HTML 41K
(Details)
20: R48 Note 11 - Stock-Based Plans Restricted Stock Units HTML 39K
(Details)
69: R49 Note 11 - Stock-Based Plans Stock-Based HTML 35K
Compensation Expense (Details)
25: R50 Note 11 - Stock-Based Plans Valuation Assumptions HTML 36K
(Details)
66: R51 Note 12 - Income Taxes (Details) HTML 39K
28: R52 Note 13 - Loans and Interest Receivable, Net HTML 47K
(Details)
42: R53 Note 14 - Restructuring (Details) HTML 35K
19: R54 Note 14 - Restructuring Restructuring Reserve HTML 32K
(Details)
21: R55 Note 15 - Accumulated Other Comprehensive Income HTML 67K
(Details)
35: R56 Note 15 - Accumulated Other Comprehensive Income HTML 57K
Reclassification out of Accumulated Other
Comprehensive Income (Loss) (Details)
74: XML IDEA XML File -- Filing Summary XML 106K
31: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.22M
12: EX-101.INS XBRL Instance -- ebay-20130331 XML 1.98M
14: EX-101.CAL XBRL Calculations -- ebay-20130331_cal XML 177K
15: EX-101.DEF XBRL Definitions -- ebay-20130331_def XML 538K
16: EX-101.LAB XBRL Labels -- ebay-20130331_lab XML 1.44M
17: EX-101.PRE XBRL Presentations -- ebay-20130331_pre XML 782K
13: EX-101.SCH XBRL Schema -- ebay-20130331 XSD 157K
64: ZIP XBRL Zipped Folder -- 0001065088-13-000058-xbrl Zip 192K
eBAY INC. 2008 EQUITY INCENTIVE AWARD PLAN NEW DIRECTOR INITIAL 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. 2008 Equity Incentive Award Plan, as amended from time to time (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 Inc. (the “Company”) to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, one share of 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 regular cash dividends declared on the Shares for which the record date occurred after the date of grant and prior to the issuance or delivery of the Shares upon or after the Delivery Date (the “dividend equivalent rights”). Except as otherwise provided herein, until the Shares are issued or transferred to you, you have only the rights of a general unsecured creditor, and no rights as a stockholder, of the Company. 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 the DSUs on the first anniversary of the Date of Grant specified at the end of this Award Agreement and in 1/48th of the DSUs on each monthly anniversary thereafter. Except as provided in Paragraph 6, if your service on the Board 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.
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5. Delivery
of Shares/DSU Payments.
(a) Except as provided in this Paragraph 5 and in Paragraphs 6, 8, 9 and 10, 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 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 Stock 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 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 the delivery of the Shares [(or cash)] automatically shall be deferred until six months after you have separated from service, within the meaning of Section 409A of the Code, or, if earlier, the date of your death. 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, as defined in the Plan; 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 the Company, or in the ownership of a substantial portion of the assets of the Company for purposes of Section 409A of the Code and applicable Treasury regulations and guidance issued from time to time thereunder.
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 by 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 you as soon as practicable after the date of your separation from service.
(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
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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 10.4 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, to the extent applicable (in accordance with Section 16.3 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 that the Committee may determine to be necessary or advisable.
(c) The Company 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 the Company). The Company 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.
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 service.
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12. Successors
and Assigns of the Company. The terms and conditions of this Award Agreement shall be binding upon, and shall inure to the benefit of, the Company and its successors and assigns.
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; provided,
that 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, 5 or 10); 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 number of DSUs and the number and kind of Shares subject to this Award Agreement shall be adjusted in accordance with Section 12.1 of the Plan.
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 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
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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 the Company 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. Section 409A. This Award Agreement and the DSUs are intended to comply with Section 409A of the Code and the Treasury Regulations thereunder (“Section 409A”) and shall be interpreted in a manner consistent with that intention, to the extent you are or become subject to U.S. federal income taxation. Notwithstanding any other provisions
of this Award Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable, if you are or become subject to U.S. federal income taxation, and without any obligation to do so or to indemnify you for any failure to do so, to unilaterally amend the Plan and/or this Award Agreement to ensure that all DSUs are awarded in a manner that qualifies for exemption from or complies with Section 409A, provided, however, that the Company makes no representation that the DSUs will comply with or be exempt from Section 409A and makes no undertaking to preclude Section 409A from applying to the DSUs.
18. 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.
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19. 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.
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:
John Donahoe
Title:
President and
Chief Executive Officer
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 at such other time as provided 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.
