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Ebay Inc – ‘10-K’ for 12/31/18 – ‘EX-10.45’

On:  Wednesday, 1/30/19, at 5:31pm ET   ·   For:  12/31/18   ·   Accession #:  1065088-19-6   ·   File #:  1-37713

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

 1/30/19  Ebay Inc                          10-K       12/31/18  111:16M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.22M 
 2: EX-3.02     Articles of Incorporation/Organization or Bylaws    HTML    174K 
 3: EX-10.25    Material Contract                                   HTML    172K 
 4: EX-10.44    Material Contract                                   HTML     81K 
 5: EX-10.45    Material Contract                                   HTML     82K 
 6: EX-10.46    Material Contract                                   HTML     34K 
 7: EX-21.01    List of Subsidiaries                                HTML     35K 
 8: EX-23.01    Pricewaterhousecoopers LLP Consent                  HTML     33K 
 9: EX-31.01    Certification of Registrant's CEO as Required by    HTML     38K 
                Section 302                                                      
10: EX-31.02    Certification of Registrant's CFO as Required by    HTML     38K 
                Section 302                                                      
11: EX-32.01    Certification of Registrant's CEO as Required by    HTML     31K 
                Section 906                                                      
12: EX-32.02    Certification of Registrant's CFO as Required by    HTML     31K 
                Section 906                                                      
19: R1          Document and Entity Information                     HTML     65K 
20: R2          Consolidated Balance Sheet                          HTML    123K 
21: R3          Consolidated Balance Sheet (Parentheticals)         HTML     39K 
22: R4          Consolidated Statement of Income                    HTML    117K 
23: R5          Consolidated Statement of Comprehensive Income      HTML     60K 
24: R6          Consolidated Statement of Stockholders' Equity      HTML    113K 
25: R7          Consolidated Statement of Cash Flows                HTML    158K 
26: R8          The Company and Summary of Significant Accounting   HTML    136K 
                Policies                                                         
27: R9          Net Income (loss) Per Share                         HTML     71K 
28: R10         Business Combinations                               HTML     52K 
29: R11         Goodwill and Intangible Assets                      HTML     87K 
30: R12         Segments                                            HTML     82K 
31: R13         Investments                                         HTML    117K 
32: R14         Derivative Instruments                              HTML    142K 
33: R15         Fair Value Measurement of Assets and Liabilities    HTML    123K 
34: R16         Balance Sheet Components                            HTML     64K 
35: R17         Debt                                                HTML    155K 
36: R18         Commitments and Contingencies                       HTML     54K 
37: R19         Stockholders' Equity                                HTML     52K 
38: R20         Employee Benefit Plans                              HTML     79K 
39: R21         Income Taxes                                        HTML    155K 
40: R22         Interest and Other, Net                             HTML     47K 
41: R23         Accumulated Other Comprehensive Income              HTML    119K 
42: R24         Restructuring                                       HTML     38K 
43: R25         Supplementary Data - Quarterly Financial Data -     HTML    135K 
                Unaudited                                                        
44: R26         Financial Statement Schedule                        HTML     81K 
45: R27         The Company and Summary of Significant Accounting   HTML    182K 
                Policies (Policies)                                              
46: R28         The Company and Summary of Significant Accounting   HTML     65K 
                Policies (Tables)                                                
47: R29         Net Income (loss) Per Share (Tables)                HTML     70K 
48: R30         Business Combinations (Tables)                      HTML     47K 
49: R31         Goodwill and Intangible Assets (Tables)             HTML     89K 
50: R32         Segments (Tables)                                   HTML     85K 
51: R33         Investments (Tables)                                HTML    116K 
52: R34         Derivative Instruments (Tables)                     HTML    131K 
53: R35         Fair Value Measurement of Assets and Liabilities    HTML    123K 
                (Tables)                                                         
54: R36         Balance Sheet Components (Tables)                   HTML     67K 
55: R37         Debt (Tables)                                       HTML    138K 
56: R38         Commitments and Contingencies (Tables)              HTML     38K 
57: R39         Stockholders' Equity (Tables)                       HTML     48K 
58: R40         Employee Benefit Plans (Tables)                     HTML     63K 
59: R41         Income Taxes (Tables)                               HTML    145K 
60: R42         Interest and Other, Net (Tables)                    HTML     46K 
61: R43         Accumulated Other Comprehensive Income (Tables)     HTML    120K 
62: R44         Restructuring (Tables)                              HTML     37K 
63: R45         Supplementary Data - Quarterly Financial Data -     HTML    134K 
                Unaudited (Tables)                                               
64: R46         The Company and Summary of Significant Accounting   HTML    135K 
                Policies (Details)                                               
65: R47         Net Income (loss) Per Share (Details)               HTML     96K 
66: R48         Business Combinations - Acquisition Activity        HTML     64K 
                (Details)                                                        
67: R49         Goodwill and Intangible Assets - Goodwill Balances  HTML     37K 
                and Adjustments (Details)                                        
68: R50         Goodwill and Intangible Assets - Intangible Assets  HTML     56K 
                (Details)                                                        
69: R51         Goodwill and Intangible Assets - Expected Future    HTML     41K 
                Intangible Asset Amortization (Details)                          
70: R52         Segments (Details)                                  HTML     81K 
71: R53         Investments - Available-For-Sale Securities         HTML     79K 
                (Details)                                                        
72: R54         Investments - Narrative (Details)                   HTML     69K 
73: R55         Investments - Equity Investments (Details)          HTML     39K 
74: R56         Investments - Unrealized Gains (Losses) on Equity   HTML     35K 
                Investments (Details)                                            
75: R57         Investments - Carrying Value of Equity Investments  HTML     43K 
                Without Readily Determinable Fair Values (Details)               
76: R58         Derivative Instruments - Additional Information     HTML     71K 
                (Details)                                                        
77: R59         Derivative Instruments - Fair Value of Derivative   HTML     65K 
                Instruments (Details)                                            
78: R60         Derivative Instruments - Effect of Derivative       HTML     42K 
                Contracts on Accumulated Other Comprehensive                     
                Income (Details)                                                 
79: R61         Derivative Instruments - Effect of Derivative       HTML     57K 
                Contracts on Condensed Consolidated Financial                    
                Information (Details)                                            
80: R62         Derivative Instruments - Notional Amount of         HTML     44K 
                Derivatives Outstanding (Details)                                
81: R63         Fair Value Measurement of Assets and Liabilities    HTML    113K 
                (Details)                                                        
82: R64         Balance Sheet Components - Other Current Assets     HTML     35K 
                (Details)                                                        
83: R65         Balance Sheet Components - Property, Plant and      HTML     54K 
                Equipment (Details)                                              
84: R66         Balance Sheet Components - Accrued Expense and      HTML     49K 
                Other Current Liabilities (Details)                              
85: R67         Debt - Carrying Value of Outstanding Debt           HTML    108K 
                (Details)                                                        
86: R68         Debt - Senior Notes (Details)                       HTML     78K 
87: R69         Debt - Other Indebtedness (Details)                 HTML     68K 
88: R70         Debt - Expected Future Maturities of Long Term      HTML     51K 
                Debt (Details)                                                   
89: R71         Commitments and Contingencies - Future Minimum      HTML     53K 
                Payments (Details)                                               
90: R72         Commitments and Contingencies - Schedule of         HTML     32K 
                Commitments (Details)                                            
91: R73         Stockholders' Equity - Additional Information       HTML     55K 
                (Details)                                                        
92: R74         Stockholders' Equity - Summary of Repurchase        HTML     50K 
                Activity (Details)                                               
93: R75         Employee Benefit Plans - Additional Information     HTML    114K 
                (Details)                                                        
94: R76         Employee Benefit Plans - Restricted Stock Units     HTML     63K 
                (Details)                                                        
95: R77         Employee Benefit Plans - Stock Based Compensation   HTML     49K 
                Expense (Details)                                                
96: R78         Income Taxes - Components of Pretax Income and      HTML     71K 
                Provision for Income Taxes (Details)                             
97: R79         Income Taxes - Income Tax Reconciliation (Details)  HTML     66K 
98: R80         Income Taxes - Deferred Tax Assets and Deferred     HTML     71K 
                Tax Liabilities (Details)                                        
99: R81         Income Taxes - Tax Credit Carryforwards (Details)   HTML     87K 
100: R82         Income Taxes - Changes Unrecognized Tax Benefits    HTML     43K  
                (Details)                                                        
101: R83         Income Taxes - Unrecognized Tax Benefits -          HTML     45K  
                Additional Information (Details)                                 
102: R84         Interest and Other, Net (Details)                   HTML     68K  
103: R85         Accumulated Other Comprehensive Income (Details)    HTML     84K  
104: R86         Accumulated Other Comprehensive Income -            HTML     94K  
                Reclassifications Out of Accumulated Other                       
                Comprehensive Income (Details)                                   
105: R87         Restructuring (Details)                             HTML     43K  
106: R88         Supplementary Data - Quarterly Financial Data -     HTML     95K  
                Unaudited (Details)                                              
107: R89         Financial Statement Schedule (Details)              HTML     49K  
109: XML         IDEA XML File -- Filing Summary                      XML    195K  
18: XML         XBRL Instance -- ebay201810-k_htm                    XML   4.25M 
108: EXCEL       IDEA Workbook of Financial Reports                  XLSX    130K  
14: EX-101.CAL  XBRL Calculations -- ebay-20181231_cal               XML    346K 
15: EX-101.DEF  XBRL Definitions -- ebay-20181231_def                XML    956K 
16: EX-101.LAB  XBRL Labels -- ebay-20181231_lab                     XML   2.43M 
17: EX-101.PRE  XBRL Presentations -- ebay-20181231_pre              XML   1.48M 
13: EX-101.SCH  XBRL Schema -- ebay-20181231                         XSD    220K 
110: JSON        XBRL Instance as JSON Data -- MetaLinks              509±   765K  
111: ZIP         XBRL Zipped Folder -- 0001065088-19-000006-xbrl      Zip    550K  


‘EX-10.45’   —   Material Contract


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



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  Exhibit  



Exhibit 10.45
ebaynotma03.jpg
 
 
eBay Inc.
2025 Hamilton Ave.

Company Tax ID: 77-0430924

Restricted Stock Unit Award Grant Notice(“Grant Notice”)
and Restricted Stock Unit Award Agreement

%%FIRST_NAME%-% %%LAST_NAME%-%
 
Award Number:
 
%%OPTION_NUMBER%-%
%%ADDRESS_LINE_1%-%
 
Plan:
 
2008
%%ADDRESS_LINE_2%-%
 
Type:
 
RSU
%%ADDRESS_LINE_3%-%
 
 
 
 
%%CITY%-%, %%STATE%-% %%ZIPCODE%-%
 
 
 
 
%%COUNTRY%-%
 
 
 
 


Effective as of %%OPTION_DATE,'Month DD, YYYY'%-% (the “Grant Date”), eBay Inc., a Delaware corporation, (the “Company”), pursuant to its 2008 Equity Incentive Award Plan, as amended from time to time, (the “Plan”), hereby grants to the individual listed below (“Participant”), a Restricted Stock Unit (“RSU”) with respect to %%TOTAL_SHARES_GRANTED,'999,999,999'%-% (the “Shares”). This Restricted Stock Unit Award (the “Award”) is subject to all of the terms and conditions set forth in this Grant Notice, the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) (including without limitation the restrictions on the Shares set forth in the Agreement), the special provisions for Participant’s country, if any, attached hereto as Exhibit B and the Plan, all of which are incorporated herein by reference. Any capitalized terms used in this Grant Notice without definition shall have the meanings ascribed to such terms in the Plan.

Your award will vest %%SHARES_PERIOD1,'999,999,999'%-% shares on %%VEST_DATE_PERIOD1,'Month DD, YYYY'%-% with an additional 1/16th of the award vesting at the end of each three month period thereafter

All vesting is subject to Participant’s continued service with the Company or a Subsidiary through the applicable vesting date. With respect to Participants who are subject to taxation in the U.S. under the Code, in no event shall any Restricted Stock Units vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code).

By Participant’s signature and the Company’s signature below, Participant agrees to be bound by the terms and conditions of the Plan and this Grant Notice which includes Exhibit A (the Agreement) and Exhibit B (the special provisions for Participant’s country, if any). Participant has reviewed and fully understands all provisions of the Plan and this Grant Notice in their entirety, including Exhibits A and B, and has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Company upon any questions arising under the Plan and this Grant Notice, including Exhibits A and B.

 
 
 
 
%%OPTION_DATE,'Month DD, YYYY'%-%
eBay Inc.
 
Date
 
 
 
 
 
 
 
 
 
%%FIRST_NAME%-% %%LAST_NAME%-%
 
Date


1




EXHIBIT A
TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE
EBAY INC. RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to the Restricted Stock Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Unit Award Agreement (the “Agreement”) is attached, eBay Inc., a Delaware corporation (the “Company”) has granted to Participant the right to receive the number of Restricted Stock Units (“RSUs”) under the 2008 Equity Incentive Award Plan, as amended from time to time (the “Plan”), as set forth in the Grant Notice.
GENERAL
1.Definitions. Any capitalized terms used in this Agreement without definition shall have the meanings ascribed to such terms in the Plan or the Grant Notice, as applicable.
2.Incorporation of Terms of Plan. The Award is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

AGREEMENT
1.Grant of the RSUs. As set forth in the Grant Notice, the Company hereby grants to Participant the RSUs, subject to all the terms and conditions in the Grant Notice, including this Exhibit A and Exhibit B, and the Plan. However, no shares of Stock (“Shares”) shall be issued to Participant until the time set forth in Section 2. Prior to actual issuance of any Shares, such RSUs will represent an unsecured obligation of the Company, payable only from the general assets of the Company. Unless otherwise determined by the Committee, the RSUs include a right to Dividend Equivalents equal to the value of any dividends paid on the Stock for which the dividend record date occurs between the Grant Date and the date the RSUs are settled or forfeited. Subject to vesting, each Dividend Equivalent entitles Participant to receive the equivalent cash value of any such dividends paid on the number of Shares underlying the RSUs that are outstanding during such period. Dividend Equivalents will be accrued (without interest) and will be subject to the same conditions as the RSUs to which they are attributable, including, without limitation, the vesting conditions, the provisions governing the time and form of settlement of the RSUs, and any special provisions for Participant’s country in Exhibit B.
2.Settlement of the RSUs. Shares shall be issued, and unless otherwise determined by the Committee, any accrued Dividend Equivalents with respect to such Shares shall be paid, to Participant on or as soon as administratively practicable following each vesting date as set forth in the Grant Notice (the “Vesting Date”) (and in no event later than 2-1/2 months following each such Vesting Date), provided that Participant has not experienced a Termination of Service on or prior to such Vesting Date. After each such Vesting Date, the Company shall promptly cause to be issued (either in book-entry form or otherwise) to Participant or Participant’s beneficiaries, as the case may be, Shares with respect to RSUs that become vested on such Vesting Date. No fractional Shares shall be issued under this Agreement. In the event Participant experiences a Termination of Service, the RSUs shall cease vesting immediately upon such Termination of Service, as further described in Section 8(j) below, and the unvested RSUs awarded by this Agreement and the Grant Notice shall be forfeited.

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3.Responsibility for Taxes. Participant acknowledges that, regardless of any action taken by the Company and/or Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant as a result of participation in the Plan (“Tax-Related Items”), is and remains Participant’s responsibility and may exceed the amount (if any) withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting, settlement, release or cancellation of the RSUs or any related Dividend Equivalents, the issuance of Shares upon settlement of the RSUs, the subsequent sale of Shares acquired pursuant such issuance and the receipt of any dividends, and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant has become subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to the relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy the Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer (or their respective agents), at their discretion and pursuant to such procedures as they may specify from time to time, to satisfy the obligations with regard to the Tax-Related Items by one or a combination of the following:

(i)
withholding a net number of otherwise issuable vested Shares having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and/or the Employer based on the applicable minimum statutory withholding amounts or other applicable withholding rates; and/or

(ii)
arranging for the Company-designated broker to sell on the market a portion of the otherwise issuable vested Shares that have an aggregate market value sufficient to pay the Tax-Related Items (a “Sell to Cover”), on Participant’s behalf and at Participant’s direction pursuant to this authorization; and/or

(iii)
withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer (including from any Dividend Equivalents); and/or

(iv)
requiring Participant to make a payment in cash (or cash equivalent) to the Company or the Employer;

provided, however, that if Participant is an executive officer, within the meaning of Section 16 of the Exchange Act, then the obligations with regard to the Tax-Related Items shall be satisfied by first withholding any otherwise payable Dividend Equivalents upon the relevant taxable or tax withholding event, as applicable, and then withholding a net number of otherwise issuable vested Shares as described in clause (i) above, unless the use of such Share withholding method would result in adverse consequences under applicable tax or securities law or accounting principles, in which case the obligations with regard to the Tax-Related Items in excess of the amount of otherwise payable Dividend Equivalents shall be satisfied by the method described in clause (ii) above.
No fractional Shares will be sold to cover or withheld to cover Tax-Related Items. The Company may withhold or account for Tax-Related Items by considering applicable withholding rates,

3




including maximum applicable rates in Participant’s jurisdiction, in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described in (ii) above, for tax purposes Participant will be deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Shares or refuse to deliver the proceeds of the sale of Shares if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items.
4.Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book entry form) will have been issued and recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.
5.Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement, the Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (a) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (b) the completion of any registration or other qualification of the Shares under any U.S. state or federal or non-U.S. law or under rulings or regulations of the U.S. Securities and Exchange Commission or other governmental regulatory body (including any applicable non-U.S. governmental regulatory body), which the Company shall, in its sole and absolute discretion, deem necessary and advisable, (c) the obtaining of any approval or other clearance from any U.S. state or federal or non-U.S. governmental agency that the Company shall, in its absolute discretion, determine to be necessary or advisable and (d) the lapse of any such reasonable period of time following the date the RSUs vest as the Company may from time to time establish for reasons of administrative convenience.
6.Plan Governs. This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern.
7.Award Not Transferable. This Award and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Award, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this Award and the rights and privileges conferred hereby immediately will become null and void.
8.Nature of Grant. In accepting the Award, Participant acknowledges, understands and agrees that:
(a)the Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified, amended or terminated by the Company at any time, to the extent permitted by the Plan;
(b)the grant of the RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;

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(c)all decisions with respect to future grants of RSUs, if any, will be at the sole discretion of the Company;
(d)Participant is voluntarily participating in the Plan;
(e)the grant of the RSUs and Participant’s participation in the Plan shall not create a right to employment or service or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary and shall not interfere with the ability of the Company, the Employer or any Subsidiary to terminate Participant’s employment or service relationship (if any);
(f)the RSUs and any Shares subject to the RSUs, and the income and value of same, are not intended to replace any pension rights or compensation;
(g)the RSUs and any Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments;
(h)the future value of the Shares subject to the RSUs is unknown, indeterminable and cannot be predicted with certainty;
(i)    no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from Participant ceasing to provide services to the Company, the Employer or any Subsidiary (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or providing services or the terms of Participant’s employment agreement or service contract, if any);
(j)in the event of Participant’s Termination of Service (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or providing services or the terms of Participant’s employment agreement or service contract, if any), unless otherwise provided by this Agreement or determined by the Company, Participant’s right to vest in the RSUs, if any, will terminate effective as of the date that Participant is no longer actively providing services and will not be extended by any notice period (e.g., active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or providing services or the terms of Participant’s employment agreement or service contract, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the RSUs; and
(k)neither the Company, the Employer nor any Subsidiary will be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to Participant pursuant to the vesting of the RSUs or the subsequent sale of any Shares acquired under the Plan.
9.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding participation in the Plan, or Participant’s acquisition or sale of Shares. Participant understands and agrees that Participant should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

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10.Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that he or she is subject to any applicable Company insider trading policy. In addition, Participant may be subject to additional insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to, directly or indirectly, acquire, sell, or attempt to sell Shares or rights to Shares (e.g., RSUs) under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions or Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledges that it is Participant’s responsibility to comply with any applicable Company insider trading policy and any additional restrictions that may apply due to local insider trading restrictions or market abuse laws. Participant should speak to his or her personal legal advisor regarding any applicable local insider trading restrictions or market abuse laws.
11.Foreign Asset/Account Reporting; Exchange Controls. Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls that may affect Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside Participant’s country. Participant may be required to report such accounts, assets, or transactions to the tax or other authorities in Participant’s country. Participant may also be required to repatriate sale proceeds or other funds received as a result of Participant’s participation in the Plan to Participant’s country through a designated broker or bank and/or within a certain time after receipt. Participant acknowledges that it is Participant’s responsibility to be compliant with such regulations and Participant understands and agrees that Participant should consult his or her personal legal advisor for any details.
12.Data Privacy. Participant hereby voluntarily consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Employer, the Company and any Subsidiary for the purpose of implementing, administering and managing Participant’s participation in the Plan.
Participant understands that the Company, the Employer and any Subsidiary may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address, email address and telephone number, date of birth, social insurance, passport number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all RSUs or any other entitlement to Shares or equivalent benefits awarded, purchased, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Personal Data”), for the exclusive purpose of implementing, administering and managing the Plan).

Participant understands that Personal Data will be transferred to E*Trade Corporate Financial Services, Inc. and/or its affiliates (“E*Trade”) or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. Participant understands that the recipients of Personal Data may be located in the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Participant’s country. Participant authorizes the Company, E*Trade and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Personal Data, in electronic or other form, for the purpose of implementing, administering and managing his or her participation in the Plan, including any requisite transfer of such Personal Data as may be required to a broker or other third party with whom Participant may elect to deposit any Shares received upon

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vesting of the RSUs. Participant understands that he or she may request a list with the names and addresses of any potential recipients of Personal Data by contacting Participant’s regional human resources (“MyHR”) representative. Participant understands that Personal Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant understands that he or she may, at any time, request access to Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her MyHR representative. Further, Participant understands that Participant is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke his or her consent, Participant’s employment service and career with the Employer will not be affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant RSUs or other equity awards to Participant or administer or maintain such awards. Therefore, Participant understands that refusal or withdrawal of consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her MyHR representative.
13.Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to the RSUs or future RSUs granted under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
14.Language. Participant acknowledges that Participant is sufficiently proficient in English to understand the terms and conditions of this Agreement. Furthermore, if Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
15.Governing Law and Choice of Venue. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of the Grant Notice, this Agreement and the special provisions for Participants outside the U.S. attached hereto as Exhibit B, regardless of the law that might be applied under such state’s conflict of laws principles.

For purposes of litigating any dispute that arises directly or indirectly in respect of this Award, the parties hereby submit to and consent to the jurisdiction of the State of California and agree that such litigation shall be conducted in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.
16.Conformity to U.S. Securities Laws. Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the U.S. Securities Act and the U.S. Exchange Act, and any and all regulations and rules promulgated thereunder by the U.S. Securities and Exchange Commission, including without limitation Rule 16b-3 under the Exchange Act. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Awards are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
17.Award Subject to Clawback. The Award and any cash payment or Shares delivered pursuant to the Award are subject to forfeiture, recovery by the Company or other action pursuant to any clawback

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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.
18.Amendment, Modification and Termination. To the extent permitted by the Plan, this Agreement (and the Grant Notice and Exhibit B) may be wholly or partially amended or otherwise modified or terminated at any time or from time to time by the Committee or the Board, provided, that, except as may otherwise be provided by the Plan, no amendment, modification or termination of this Agreement shall adversely effect the Award in any material way without the prior written consent of Participant.
19.Notices. Notices required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the post by certified mail, or its non-U.S. equivalent, with postage and fees prepaid, addressed to Participant at his or her address shown in the Company records, and to the Company at its principal executive office.
20.Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, and to the extent permissible under local law, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.
21.Compliance in Form and Operation. This Agreement and the RSUs 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 Participant is or becomes subject to U.S. federal income taxation. Notwithstanding any other provisions of this Agreement or the Grant Notice, the Company reserves the right, to the extent the Company deems necessary or advisable, if Participant is or becomes subject to U.S. federal income taxation, and without any obligation to do so or to indemnify Participant for any failure to do so, to unilaterally amend the Plan and/or this Agreement to ensure that all RSUs 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 RSUs will comply with or be exempt from Section 409A and makes no undertaking to preclude Section 409A from applying to the RSUs.
22.Exhibit B. The Award shall be subject to any special provisions set forth in Exhibit B for Participant’s country, if any. If Participant relocates to one of the countries included in Exhibit B during the vesting period or while holding Shares issued upon vesting of the RSUs, the special provisions for such country shall apply to Participant, to the extent the Company determines that the application of such provisions is advisable or necessary for legal or administrative reasons. Exhibit B constitutes part of this Agreement.
23.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the RSUs and on any Shares issued upon vesting of the RSUs, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
24.Entire Agreement: Severability. The Plan and the Grant Notice (including Exhibit B) are incorporated herein by reference. The Plan, the Grant Notice (including this Agreement and Exhibit B) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. If any provision of this Agreement, the Grant Notice, Exhibit B or the Plan is determined to

8




be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.
25.Waiver. Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by Participant or any other participant.

* * * * *


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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:1/30/19None on these Dates
For Period end:12/31/18
 List all Filings 


4 Subsequent Filings that Reference this Filing

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

 2/28/24  eBay Inc.                         10-K       12/31/23  150:17M
 2/23/23  eBay Inc.                         10-K       12/31/22  148:18M
 2/24/22  eBay Inc.                         10-K       12/31/21  142:19M
 2/04/21  eBay Inc.                         10-K       12/31/20  134:17M
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