SEC Info - Ebay Inc - ‘10-Q’ for 6/30/19

SEC Info℠

Home

Help

Please Sign In

Ebay Inc – ‘10-Q’ for 6/30/19 – ‘EX-10.01+’

On: Thursday, 7/18/19, at 4:20pm ET · For: 6/30/19 · Accession #: 1065088-19-36 · File #: 1-37713

  As Of               Filer                 Filing    For·On·As Docs:Size

 7/18/19  Ebay Inc                          10-Q        6/30/19   96:12M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.63M 
 2: EX-3.01     Articles of Incorporation/Organization or Bylaws    HTML     48K 
 3: EX-3.02     Articles of Incorporation/Organization or Bylaws    HTML    166K 
 4: EX-10.01+   Material Contract                                   HTML     52K 
 5: EX-10.02+   Material Contract                                   HTML     35K 
 6: EX-31.01    Certification of Registrant's CEO as Required by    HTML     35K 
                Section 302                                                      
 7: EX-31.02    Certification of Registrant's CFO as Required by    HTML     35K 
                Section 302                                                      
 8: EX-32.01    Certification of Registrants CEO as Required by     HTML     29K 
                Section 906                                                      
 9: EX-32.02    Certification of Registrant's CFO as Required by    HTML     29K 
                Section 906                                                      
16: R1          Document and Entity Information                     HTML     85K 
17: R2          Condensed Consolidated Balance Sheet                HTML    125K 
18: R3          Condensed Consolidated Balance Sheet                HTML     37K 
                (Parenthetical)                                                  
19: R4          Condensed Consolidated Statement of Income          HTML    115K 
20: R5          Condensed Consolidated Statement of Comprehensive   HTML     58K 
                Income                                                           
21: R6          Consolidated Statement of Stockholders' Equity      HTML    108K 
22: R7          Condensed Consolidated Statement of Cash Flows      HTML    120K 
23: R8          The Company and Summary of Significant Accounting   HTML     54K 
                Policies                                                         
24: R9          Net Income Per Share                                HTML     82K 
25: R10         Business Combinations                               HTML     43K 
26: R11         Goodwill and Intangible Assets                      HTML     92K 
27: R12         Segments                                            HTML    120K 
28: R13         Investments                                         HTML    117K 
29: R14         Derivative Instruments                              HTML    149K 
30: R15         Fair Value Measurement of Assets and Liabilities    HTML    121K 
31: R16         Debt                                                HTML    141K 
32: R17         Leases                                              HTML    168K 
33: R18         Balance Sheet Components                            HTML     32K 
34: R19         Commitments and Contingencies                       HTML     42K 
35: R20         Stockholders? Equity                                HTML     48K 
36: R21         Employee Benefit Plans                              HTML     59K 
37: R22         Income Taxes                                        HTML     33K 
38: R23         Accumulated Other Comprehensive Income              HTML    165K 
39: R24         Restructuring                                       HTML     35K 
40: R25         The Company and Summary of Significant Accounting   HTML     57K 
                Policies (Policies)                                              
41: R26         Net Income Per Share (Tables)                       HTML     82K 
42: R27         Business Combinations (Tables)                      HTML     37K 
43: R28         Goodwill and Intangible Assets (Tables)             HTML     95K 
44: R29         Segments (Tables)                                   HTML    121K 
45: R30         Investments (Tables)                                HTML    118K 
46: R31         Derivative Instruments (Tables)                     HTML    139K 
47: R32         Fair Value Measurement of Assets and Liabilities    HTML    120K 
                (Tables)                                                         
48: R33         Debt (Tables)                                       HTML    127K 
49: R34         Leases (Tables)                                     HTML    120K 
50: R35         Stockholders? Equity (Tables)                       HTML     45K 
51: R36         Employee Benefit Plans (Tables)                     HTML     61K 
52: R37         Accumulated Other Comprehensive Income (Tables)     HTML    167K 
53: R38         Restructuring (Tables)                              HTML     35K 
54: R39         The Company and Summary of Significant Accounting   HTML     29K 
                Policies (Details)                                               
55: R40         The Company and Summary of Significant Accounting   HTML     34K 
                Policies - Leases (Details)                                      
56: R41         The Company and Summary of Significant Accounting   HTML     36K 
                Policies - Recently Adopted Accounting                           
                Pronouncements (Details)                                         
57: R42         Net Income Per Share (Details)                      HTML     87K 
58: R43         Business Combinations - Acquisition Activity        HTML     53K 
                (Details)                                                        
59: R44         Goodwill and Intangible Assets - Goodwill Balances  HTML     42K 
                and Adjustments (Details)                                        
60: R45         Goodwill and Intangible Assets - Intangible Assets  HTML     56K 
                (Details)                                                        
61: R46         Goodwill and Intangible Assets - Intangible Asset   HTML     41K 
                Amortization Expense, Fiscal Year Maturity                       
                (Details)                                                        
62: R47         Segments (Details)                                  HTML     81K 
63: R48         Investments - Available-For-Sale Securities         HTML     72K 
                (Details)                                                        
64: R49         Investments - Narrative (Details)                   HTML     46K 
65: R50         Investments - Equity Investments (Details)          HTML     35K 
66: R51         Investments - Carrying Value of Equity Investments  HTML     39K 
                Without Readily Determinable Fair Values (Details)               
67: R52         Derivative Instruments - Additional Information     HTML     69K 
                (Details)                                                        
68: R53         Derivative Instruments - Fair Value of Derivative   HTML     64K 
                Contracts (Details)                                              
69: R54         Derivative Instruments - Derivatives in             HTML     40K 
                Accumulated Other Comprehensive Income (Details)                 
70: R55         Derivative Instruments - Effect of Derivative       HTML     53K 
                Contracts on Condensed Consolidated Statement of                 
                Income (Details)                                                 
71: R56         Derivative Instruments - Notional Amounts of        HTML     41K 
                Derivatives Outstanding (Details)                                
72: R57         Fair Value Measurement of Assets and Liabilities -  HTML     93K 
                Financial Assets and Liabilities Measured at Fair                
                Value, Recurring (Details)                                       
73: R58         Fair Value Measurement of Assets and Liabilities -  HTML     36K 
                Assets Measured Valued Using Unobservable Inputs                 
                (Details)                                                        
74: R59         Debt - Carrying Value of Outstanding Debt           HTML    102K 
                (Details)                                                        
75: R60         Debt - Senior Notes (Details)                       HTML     60K 
76: R61         Debt - Commercial Paper and Credit Agreement        HTML     46K 
                (Details)                                                        
77: R62         Leases - Summary of Leases by Balance Sheet         HTML     46K 
                Location (Details)                                               
78: R63         Leases - Summary of Lease Costs (Details)           HTML     37K 
79: R64         Leases - Summary of Operating and Finance Lease     HTML     67K 
                Maturities (Details)                                             
80: R65         Leases - Summary of Operating Lease Future Minimum  HTML     47K 
                Payments (Details)                                               
81: R66         Leases - Summary of Lease Terms and Discount Rate   HTML     33K 
                (Details)                                                        
82: R67         Leases - Summary of Supplemental Cash Flow          HTML     41K 
                Information (Details)                                            
83: R68         Balance Sheet Components (Details)                  HTML     32K 
84: R69         Commitments and Contingencies (Details)             HTML     30K 
85: R70         Stockholders? Equity - Additional Information       HTML     38K 
                (Details)                                                        
86: R71         Stockholders? Equity - Summary of Stock Repurchase  HTML     45K 
                Activity (Details)                                               
87: R72         Employee Benefit Plans - Restricted Stock Units     HTML     41K 
                (Details)                                                        
88: R73         Employee Benefit Plans - Stock-Based Compensation   HTML     44K 
                Expense (Details)                                                
89: R74         Income Taxes (Details)                              HTML     28K 
90: R75         Accumulated Other Comprehensive Income - Changes    HTML     84K 
                in Accumulated Balances of Other Comprehensive                   
                Income (Details)                                                 
91: R76         Accumulated Other Comprehensive Income -            HTML     59K 
                Reclassifications out of Accumulated Other                       
                Comprehensive Income (Loss) (Details)                            
92: R77         Restructuring (Details)                             HTML     37K 
94: XML         IDEA XML File -- Filing Summary                      XML    170K 
15: XML         XBRL Instance -- ebay10-qq22019_htm                  XML   3.64M 
93: EXCEL       IDEA Workbook of Financial Reports                  XLSX     96K 
11: EX-101.CAL  XBRL Calculations -- ebay-20190630_cal               XML    284K 
12: EX-101.DEF  XBRL Definitions -- ebay-20190630_def                XML    694K 
13: EX-101.LAB  XBRL Labels -- ebay-20190630_lab                     XML   1.78M 
14: EX-101.PRE  XBRL Presentations -- ebay-20190630_pre              XML   1.09M 
10: EX-101.SCH  XBRL Schema -- ebay-20190630                         XSD    174K 
95: JSON        XBRL Instance as JSON Data -- MetaLinks              398±   593K 
96: ZIP         XBRL Zipped Folder -- 0001065088-19-000036-xbrl      Zip    400K

‘EX-10.01+’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

1 February 2017

Dear Wendy,

Congratulations on your promotion to Senior Vice President.

I’m proud of the work we’ve done to set up eBay for long-term success. In 2016, we built a solid foundation through a better product experience, a commitment to improve our customer service, and a renewed focus on growing our people. It’s taken a lot of strength and resolve to reach this point. Thank you.

Our combined efforts as a leadership team are reflected in our overall performance and our business results for the year. Your compensation is driven by our company’s results, your contribution and impact, and market data.

eIP

Under the 2016 eBay Incentive Plan, 75% of your annual bonus is based on the company’s financial

performance and 25% is based on your individual performance. eBay exceeded its 2016 financial objectives. As a result, the company financial component of the annual bonus will pay out at 112% of target. Based on your performance, your individual bonus payout percentage is 175% of your individual target bonus. Therefore, based on your individual performance and that of the company, your annual bonus payout is 349,716 USD.

2017 Equity Grant

The largest portion of your compensation is delivered through stock-based compensation. On April 1, 2017, you will be awarded equity with an estimated value of 2,500,000 USD. Your 2017 Equity Focal will be granted based on an equity mix of 60% performance-based RSUs and 40% time-based RSUs. The time-based RSUs will vest on a quarterly vesting schedule.

Salary Review

You will receive a salary increase of 3.0%, which will result in a new annual salary of 515,000 USD, effective March 27, 2017.

Today, we’re playing offense by accelerating the business and transforming our culture. It’s an exciting time to be here. Your leadership is absolutely essential in order for us to reach our ambition of making eBay the place where the world shops first. I’m depending on you to always step up and deliver.

Thanks again,

/s/ Devin Wenig

Devin Wenig

2016 eBay Incentive Plan Details

Wendy Jones

00207273

The 2016 eBay Incentive Plan (eIP) recognizes your contributions to eBay. This program supports eBay’s pay for performance philosophy. Below are the details for your 2016 eIP payout.

2016 eIP PAYOUT CALCULATION (USD)



Components	Annual Bonus Target %		Weighting		Performance Score as a % of Target		Weighted Payout Percent		Annual Eligible Earnings		Annual Payout Amount
Financial	65%	x	75%	x	112%	=	54.60%	x	421,154	=	229,950
Individual	65%	x	25%	x	175%	=	28.44%	x	421,154	=	119,766
Total Annual eIP Plan Payout							83.04%		421,154		349,716

Note: The Annual Payout Amount was calculated using an unrounded Weighted Payout Percent. Weighted Payout Percent shown to two decimal points for display purposes only.

April 2017

Focal Activity Statement

Wendy Jones

00207273

TARGET TOTAL CASH COMPENSATION (USD)



Component	2016	2017	% Increase
Base Salary	500,000	515,000	3.0
Target EIP % ⁽¹⁾	65%	65%	0.0
Target eIP Amount ⁽¹⁾	325,000	334,750	3.0
Target Total Cash	825,000	849,750	3.0

EQUITY AWARDS (USD) ^{(1), (2)}



Award Type	2016		2017
Award Type	Estimate Award Value⁽³⁾	Award (#)	Estimated Value⁽⁴⁾	Award (#)
Restricted Stock Unit (RSU) ⁽⁵⁾
Focal	2,000,000	83,362	1,000,000	TBD
Promo	200,000	6,264
Performance-Based Restricted Stock Unit (PBRSU)
PBRSU 2016-17⁽⁶⁾	300,000	9,395
PBRSU 2017-18⁽⁷⁾			1,500,000	TBD
Total Equity	2,500,000		2,500,000

Outstanding PBRSU Cycles ⁽⁸⁾



Cycle	Target⁽⁹⁾			Payout
Cycle	Estimated Value	Award (#)	Estimated Value	Award (#)	Vested (3) As of 3/1/17	Unvested (#)
2016-17 Focal	300,000	9,395	TBD	TBD

Footnotes

⁽¹⁾ Your equity awards and eIP bonus are subject to clawback. The equity awards (and any cash payment or shares of eBay common stock delivered pursuant to an equity award) and eIP bonus are subject to forfeiture, recovery by the Company or other action pursuant to the applicable equity plan and award agreement and/or bonus plan and any clawback or recoupment policy which eBay Inc. (or any of the eBay companies) may adopt from time to time, including without limitation any such policy which eBay 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.

⁽²⁾ eBay Inc. grants equity awards pursuant to the terms and conditions of its current stock plans and the applicable award agreements. Any award is made on a discretionary and occasional basis. You have no contractual or other right to receive future awards under these plans and the awards are not part of compensation paid by your employer. eBay Inc. retains the right to amend, change or cancel the plans at its sole discretion.

eBay Inc.’s stock price varies, and the future value of eBay’s common stock is unknown and cannot be predicted with certainty. The actual value you may receive is dependent on, among other things, your continued employment through the applicable date of grant and vesting dates and the stock price at the time you sell your shares, less applicable taxes and withholdings. Please note that the estimated values reflected in your Focal Activity Statement have been rounded.

⁽³⁾ For your 2016 RSU awards, the estimated value represents the intended grant date value, which is the U.S. dollar value of the award that was communicated to you.

⁽⁴⁾ For your 2017 equity awards, the awards have been described as a U.S. dollar value in your Focal letter and this value has been used to reflect the estimated value. The awards will be converted to a number of shares using the following methodology:


(i)	For PBRSUs, the number of shares subject to the 2017-18 target award will be determined by dividing the U.S. dollar value of the award by the Average eBay Closing Price (described below) and rounding up to the nearest whole number of shares of eBay common stock.


(ii)	For RSUs, the number of shares to be granted will be determined by dividing the U.S. dollar value of the award by the Average eBay Closing Price (described below) and rounding up to the nearest whole number of shares of eBay common stock.

In accordance with eBay Inc. policy, the “Average eBay Closing Price” will be calculated based on the average of the closing prices of eBay common stock as reported on the NASDAQ Global Select Market for the period of 10 consecutive trading days ending on (and including) March 15, 2017.

⁽⁵⁾ The RSUs will be awarded on April 1, 2017. Generally, the RSUs will vest and become non-forfeitable over four years as follows: 1/16^th of the shares subject to the RSU award will vest on June 15th and an additional 1/16^th of the shares subject to the RSU award will vest at the end of each three month period thereafter, subject to necessary withholding for applicable taxes and your continued employment with an eBay company on each vesting date. Your RSU agreement will be available through E*TRADE approximately 4 weeks from the date of grant with the terms and conditions of your award.

⁽⁶⁾ The 2016-17 PBRSU cycle is a single 24-month performance period and any PBRSU award will be based on Company performance over the 2016-17 performance period. The PBRSUs subject to this award were granted on April 1, 2016. Any PBRSUs earned for this cycle will vest as to 50% of the earned shares in March 2018 and 50% of the earned shares in March 2019, subject to your continued employment with an eBay company.

⁽⁷⁾ The 2017-18 PBRSU cycle is a single 24-month performance period and any PBRSU award will be based on Company performance over the 2017-18 performance period. The PBRSUs subject to this award will be granted on April 1, 2017. Any PBRSUs earned for this cycle will vest as to 50% of the earned shares in March 2019 and 50% of the earned shares in March 2020, subject to your continued employment with an eBay company.

⁽⁸⁾ For the 2016-17 cycle, any PBRSU award will be based on Company performance over the 2016-17 performance period. Any PBRSUs earned for this cycle will vest as to 50% of the earned shares in March 2018 and 50% of the earned shares in March 2019, subject to your continued employment with an eBay company.

⁽⁹⁾ The target estimated value is the U.S. dollar value associated with your target PBRSU award as described in your Focal letter.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	7/18/19
For Period end:	6/30/19
	4/1/17	4
	3/27/17
	3/15/17	4
	4/1/16	4, 4/A
		List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/24/23  eBay Inc.                         S-3ASR      2/24/23    7:1.4M                                   2ENGAGE/FA
 2/23/23  eBay Inc.                         10-K       12/31/22  148:18M
 9/30/22  eBay Inc.                         S-8         9/30/22    5:100K                                   2ENGAGE/FA
 2/24/22  eBay Inc.                         10-K       12/31/21  142:19M
 2/04/21  eBay Inc.                         10-K       12/31/20  134:17M

↑Top

Filing Submission 0001065088-19-000036 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)