Ebay Inc · S-1 · On 7/15/98 · EX-10.01

Filed On 7/15/98   ·   SEC File 333-59097   ·   Accession Number 1012870-98-1814

Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)                116    705K 
 2: EX-2.01     Agmt & Plan of Merger Between Ebay & Registrant        5     32K 
 3: EX-2.02     Agmt & Plan of Merger & Reorganization                32    166K 
 4: EX-3.01     Registrant's Certificate of Incorporation              2     15K 
 5: EX-3.02     Registrant's Certificate of Designation               15     72K 
 6: EX-3.05     Registrant's Bylaws                                   20     99K 
 7: EX-4.02     Investor Rights Agreement Dated 6/20/97               23    117K 
 8: EX-10.01    Form of Indemnity Agreement                            9     53K 
 9: EX-10.02    Registrant's 1996 Stock Option Plan                   38    137K 
10: EX-10.03    Registrant's 1997 Stock Option Plan                   41    191K 
11: EX-10.04    Registrant's 1998 Equity Incentive Plan               12     79K 
12: EX-10.05    Registrant's 1998 Directors Stock Option Plan          5     37K 
13: EX-10.06    Registrant's 1998 Employee Stock Purchase Plan         8     59K 
14: EX-10.07    Lease Between Connecticut Gen. Life & Registrant      44    185K 
15: EX-10.08    Sublease Between Information Storage & Registrant     85    320K 
16: EX-10.09    Lease Between Connecticut Gen. Life & Registrant      40±   176K 
17: EX-10.10    Imperial Bank Starter Kit Loan & Security Agmt.       10     45K 
18: EX-10.11    Intellectual Property Security Agreement              10     37K 
19: EX-10.13    License Agmt. Between Thunderstone & Registrant        7     32K 
20: EX-10.14    Employment Letter Agr. With Jeffrey Skoll              2     16K 
21: EX-10.15    Employment Letter Agr. With Michael Wilson             2     16K 
22: EX-10.16    Employment Letter Agr. With Steven Westly              3     20K 
23: EX-10.17    Employment Letter Agr. With Gary Bengier               2     17K 
24: EX-10.18    Employment Letter Agr. With Margaret C. Whitman        3     23K 
25: EX-21.01    List of Subsidiaries                                   1      7K 
26: EX-23.02    Consent of Pricewaterhousecoopers Llp                  1      9K 
27: EX-27.01    Financial Data Schedule                                2     15K 

EX-10.01   —   Form of Indemnity Agreement

EX-10.01
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                                                                   EXHIBIT 10.01
eBAY INC. 

INDEMNITY AGREEMENT 

 This Indemnity Agreement (this "Agreement"), dated as of _____________,
   ---------
199_, is made by and between eBay Inc., a Delaware corporation (the "Company"), 
                                                                 -------
and _________________, a director and/or officer of the Company (the            
"Indemnitee").                                                                  
----------                                                                    

RECITALS  

A.  The Company is aware that competent and experienced persons are   
increasingly reluctant to serve as directors or officers of corporations unless 
they are protected by comprehensive liability insurance and/or indemnification, 
due to increased exposure to litigation costs and risks resulting from their    
service to such corporations, and due to the fact that the exposure frequently  
bears no reasonable relationship to the compensation of such directors and      
officers;                                                                       

B.  Based upon their experience as business managers, the Board of    
Directors of the Company (the "Board") has concluded that, to retain and attract
-----             
talented and experienced individuals to serve as officers and directors of the  
Company, and to encourage such individuals to take the business risks necessary 
for the success of the Company, it is necessary for the Company contractually to
indemnify officers and directors and to assume for itself maximum liability for 
expenses and damages in connection with claims against such officers and        
directors in connection with their service to the Company;                      

     C.  Section 145 of the General Corporation Law of Delaware, under which the
Company is organized ("Section 145"), empowers the Company to indemnify by      
-----------                       
agreement its officers, directors, employees and agents, and persons who serve, 
at the request of the Company, as directors, officers, employees or agents of   
other corporations or enterprises, and expressly provides that the              
indemnification provided by Section 145 is not exclusive; and                   

D.  The Company desires and has requested the Indemnitee to serve or  
continue to serve as a director or officer of the Company free from undue       
concern for claims for damages arising out of or related to such services to the
Company.                                                                        

   NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:                                                               

1.  DEFINITIONS.                                                      
-----------                                                   

         1.1  Agent.  For the purposes of this Agreement, "agent" of the Company
-----                                        -----  
means any person who is or was a director or officer of the Company or a        
subsidiary of the Company; or is or was serving at the request of, for the      
convenience of, or to represent the                                             

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interest of the Company or a subsidiary of the Company as a director or officer 
of another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise or an affiliate of the Company; or was a director or officer of
a foreign or domestic corporation which was a predecessor corporation of the    
Company, including, without limitation, eBay Inc., a California corporation, or 
was a director or officer of another enterprise or affiliate of the Company at  
the request of, for the convenience of, or to represent the interests of such   
predecessor corporation. The term "enterprise" includes any employee benefit    
----------
plan of the Company, its subsidiaries, affiliates and predecessor corporations. 

         1.2  Expenses.  For purposes of this Agreement, "expenses" includes all
--------                                    --------
direct and indirect costs of any type or nature whatsoever (including, without  
limitation, all attorneys' fees and related disbursements and other out-of-     
pocket costs) actually and reasonably incurred by the Indemnitee in connection  
with the investigation, defense or appeal of a proceeding or establishing or    
enforcing a right to indemnification or advancement of expenses under this      
Agreement, Section 145 or otherwise; provided, however, that expenses shall not 
           --------  -------
include any judgments, fines, ERISA excise taxes or penalties or amounts paid in
settlement of a proceeding.                                                     

         1.3  Proceeding. For the purposes of this Agreement, "proceeding" means
       ----------                                       ----------
any threatened, pending or completed action, suit or other proceeding, whether  
civil, criminal, administrative, investigative or any other type whatsoever.    

         1.4  Subsidiary. For purposes of this Agreement, "subsidiary" means any
   ----------                                   ----------
corporation of which more than 50% of the outstanding voting securities is owned
directly or indirectly by the Company, by the Company and one or more of its    
subsidiaries or by one or more of the Company's subsidiaries.                   

    2.  AGREEMENT TO SERVE.  The Indemnitee agrees to serve and/or continue to
------------------                                            
serve as an agent of the Company, at the will of the Company (or under separate 
agreement, if such agreement exists), in the capacity the Indemnitee currently  
serves as an agent of the Company, faithfully and to the best of his ability, so
long as he is duly appointed or elected and qualified in accordance with the    
applicable provisions of the charter documents of the Company or any subsidiary 
of the Company; provided, however, that the Indemnitee may at any time and for  
--------  -------                               
any reason resign from such position (subject to any contractual obligation that
the Indemnitee may have assumed apart from this Agreement), and the Company or  
any subsidiary shall have no obligation under this Agreement to continue the    
Indemnitee in any such position.                                                

   3.  DIRECTORS' AND OFFICERS' INSURANCE.  The Company shall, to the extent
----------------------------------                            
that the Board determines it to be economically reasonable, maintain a policy of
directors' and officers' liability insurance ("D&O Insurance"), on such terms   
                           -------------
and conditions as may be approved by the Board.                                 

 4.  MANDATORY INDEMNIFICATION.  Subject to Section 9 below, the Company
-------------------------                                     
shall indemnify the Indemnitee:                                                 

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         4.1  Third Party Actions. If the Indemnitee is a person who was or is a
-------------------                                 
party or is threatened to be made a party to any proceeding (other than an      
action by or in the right of the Company) by reason of the fact that he is or   
was an agent of the Company, or by reason of anything done or not done by him in
any such capacity, against any and all expenses and liabilities of any type     
whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes 
or penalties and amounts paid in settlement) actually and reasonably incurred by
him in connection with the investigation, defense, settlement or appeal of such 
proceeding if he acted in good faith and in a manner he reasonably believed to  
be in, or not opposed to, the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his       
conduct was unlawful; and                                                       

        4.2   Derivative Actions.  If the Indemnitee is a person who was or is a
------------------                                  
party or is threatened to be made a party to any proceeding by or in the right  
of the Company to procure a judgment in its favor by reason of the fact that he 
is or was an agent of the Company, or by reason of anything done or not done by 
him in any such capacity, against any amounts paid in settlement of any such    
proceeding and all expenses actually and reasonably incurred by him in          
connection with the investigation, defense, settlement or appeal of such        
proceeding if he acted in good faith and in a manner he reasonably believed to  
be in, or not opposed to, the best interests of the Company; except that no     
                                                ------
indemnification under this subsection shall be made in respect of any claim,    
issue or matter as to which such person shall have been finally adjudged to be  
liable to the Company by a court of competent jurisdiction due to willful       
misconduct of a culpable nature in the performance of his duty to the Company,  
unless and only to the extent that the Court of Chancery or the court in which  
such proceeding was brought shall determine upon application that, despite the  
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such amounts which the
Court of Chancery or such other court shall deem proper; and                    

       4.3  Exception for Amounts Covered by Insurance.  Notwithstanding the
------------------------------------------          
foregoing, the Company shall not be obligated to indemnify the Indemnitee for   
expenses or liabilities of any type whatsoever (including, but not limited to,  
judgments, fines, ERISA excise taxes or penalties and amounts paid in           
settlement) to the extent such have been paid directly to the Indemnitee by D&O 
Insurance.                                                                      

5.  PARTIAL INDEMNIFICATION AND CONTRIBUTION.                         
----------------------------------------                      

        5.1  Partial Indemnification.  If the Indemnitee is entitled under any
-----------------------                             
provision of this Agreement to indemnification by the Company for some or a     
portion of any expenses or liabilities of any type whatsoever (including, but   
not limited to, judgments, fines, ERISA excise taxes or penalties and amounts   
paid in settlement) incurred by him in the investigation, defense, settlement or
appeal of a proceeding but is not entitled, however, to indemnification for all 
of the total amount thereof, then the Company shall nevertheless indemnify the  
Indemnitee for such total amount except as to the portion thereof to which the  
Indemnitee is not entitled to indemnification.                                  

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5.2  Contribution.  If the Indemnitee is not entitled to the  
------------                                        
indemnification provided in Section 4 for any reason other than the statutory   
limitations set forth in the Delaware General Corporation Law, then in respect  
of any threatened, pending or completed proceeding in which the Company is      
jointly liable with the Indemnitee (or would be if joined in such proceeding),  
the Company shall contribute to the amount of expenses (including attorneys'    
fees), judgments, fines and amounts paid in settlement actually and reasonably  
incurred and paid or payable by the Indemnitee in such proportion as is         
appropriate to reflect (i) the relative benefits received by the Company on the 
one hand and the Indemnitee on the other hand from the transaction from which   
such proceeding arose and (ii) the relative fault of the Company on the one hand
and of the Indemnitee on the other hand in connection with the events which     
resulted in such expenses, judgments, fines or settlement amounts, as well as   
any other relevant equitable considerations.  The relative fault of the Company 
on the one hand and of the Indemnitee on the other hand shall be determined by  
reference to, among other things, the parties' relative intent, knowledge,      
access to information and opportunity to correct or prevent the circumstances   
resulting in such expenses, judgments, fines or settlement amounts.  The Company
agrees that it would not be just and equitable if contribution pursuant to this 
Section 5 were determined by pro rata allocation or any other method of         
allocation which does not take account of the foregoing equitable               
considerations.                                                                 

6.  MANDATORY ADVANCEMENT OF EXPENSES.                                
---------------------------------                             

        6.1 Advancement. Subject to Section 9 below, the Company shall advance
-----------                                           
all expenses incurred by the Indemnitee in connection with the investigation,   
defense, settlement or appeal of any proceeding to which the Indemnitee is a    
party or is threatened to be made a party by reason of the fact that the        
Indemnitee is or was an agent of the Company or by reason of anything done or   
not done by him in any such capacity. The Indemnitee hereby undertakes to       
promptly repay such amounts advanced only if, and to the extent that, it shall  
ultimately be determined that the Indemnitee is not entitled to be indemnified  
by the Company under the provisions of this Agreement, the Certificate of       
Incorporation or Bylaws of the Company, the General Corporation Law of Delaware 
or otherwise. The advances to be made hereunder shall be paid by the Company to 
the Indemnitee within thirty (30) days following delivery of a written request  
therefor by the Indemnitee to the Company.                                      

         6.2 Exception. Notwithstanding the foregoing provisions of this Section
---------                                             
6, the Company shall not be obligated to advance any expenses to the Indemnitee 
arising from a lawsuit filed directly by the Company against the Indemnitee if  
an absolute majority of the members of the Board reasonably determines in good  
faith, within thirty (30) days of the Indemnitee's request to be advanced       
expenses, that the facts known to them at the time such determination is made   
demonstrate clearly and convincingly that the Indemnitee acted in bad faith. If 
such a determination is made, the Indemnitee may have such decision reviewed by 
another forum, in the manner set forth in Sections 8.3, 8.4 and 8.5 hereof, with
all references therein to "indemnification" being deemed to refer to            
"advancement of expenses," and the burden of proof shall be on the Company to   
demonstrate clearly and convincingly that, based on the facts known at the time,
the Indemnitee acted in bad faith. The Company may not avail itself of this     
Section 6.2 as to a given lawsuit if, at any time after the occurrence of the   
activities or                                                                   

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omissions that are the primary focus of the lawsuit, the Company has undergone a
change in control. For this purpose, a change in control shall mean a given     
person or group of affiliated persons or groups increasing their beneficial     
ownership interest in the Company by at least twenty (20) percentage points     
without advance Board approval.                                                 

7.  NOTICE AND OTHER INDEMNIFICATION PROCEDURES.                      
-------------------------------------------                   

 7.1   Promptly after receipt by the Indemnitee of notice of the
commencement of or the threat of commencement of any proceeding, the Indemnitee 
shall, if the Indemnitee believes that indemnification with respect thereto may 
be sought from the Company under this Agreement, notify the Company of the      
commencement or threat of commencement thereof.                                 

         7.2   If, at the time of the receipt of a notice of the commencement of
a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in   
effect, the Company shall give prompt notice of the commencement of such        
proceeding to the insurers in accordance with the procedures set forth in the   
respective policies. The Company shall thereafter take all necessary or         
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all
amounts payable as a result of such proceeding in accordance with the terms of  
such D&O Insurance policies.                                                    

  7.3   In the event the Company shall be obligated to advance the
expenses for any proceeding against the Indemnitee, the Company, if appropriate,
shall be entitled to assume the defense of such proceeding, with counsel        
approved by the Indemnitee (which approval shall not be unreasonably withheld), 
upon the delivery to the Indemnitee of written notice of its election to do so. 
After delivery of such notice, approval of such counsel by the Indemnitee and   
the retention of such counsel by the Company, the Company will not be liable to 
the Indemnitee under this Agreement for any fees of counsel subsequently        
incurred by the Indemnitee with respect to the same proceeding, provided that:  
                                                        --------
(a) the Indemnitee shall have the right to employ his own counsel in any such   
proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right 
to employ his own counsel in connection with any such proceeding, at the expense
of the Company, if such counsel serves in a review, observer, advice and        
counseling capacity and does not otherwise materially control or participate in 
the defense of such proceeding; and (c) if (i) the employment of counsel by the 
Indemnitee has been previously authorized by the Company, (ii) the Indemnitee   
shall have reasonably concluded that there may be a conflict of interest between
the Company and the Indemnitee in the conduct of any such defense or (iii) the  
Company shall not, in fact, have employed counsel to assume the defense of such 
proceeding, then the fees and expenses of the Indemnitee's counsel shall be at  
the expense of the Company.                                                     

8.  DETERMINATION OF RIGHT TO INDEMNIFICATION.                        
-----------------------------------------                     

         8.1   To the extent the Indemnitee has been successful on the merits or
otherwise in defense of any proceeding referred to in Section 4.1 or 4.2 of this
Agreement or in the defense of any claim, issue or matter described therein, the
Company shall indemnify the Indemnitee against expenses actually and reasonably 
incurred by him in connection with the                                          

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investigation, defense or appeal of such proceeding, or such claim, issue or    
matter, as the case may be.                                                     

        8.2   In the event that Section 8.1 is inapplicable, or does not apply
to the entire proceeding, the Company shall nonetheless indemnify the Indemnitee
unless the Company shall prove by clear and convincing evidence to a forum      
listed in Section 8.3 below that the Indemnitee has not met the applicable      
standard of conduct required to entitle the Indemnitee to such indemnification. 

         8.3   The Indemnitee shall be entitled to select the forum in which the
validity of the Company's claim under Section 8.2 hereof that the Indemnitee is 
not entitled to indemnification will be heard from among the following, except  
                                                                      ------
that the Indemnitee can select a forum consisting of the stockholders of the    
Company only with the approval of the Company:                                  

           (a) A quorum of the Board consisting of directors who are not
parties to the proceeding for which indemnification is being sought;            

(b) The stockholders of the Company;              

              (c) Legal counsel mutually agreed upon by the Indemnitee and the
Board, which counsel shall make such determination in a written opinion;        

              (d) A panel of three arbitrators, one of whom is selected by the
Company, another of whom is selected by the Indemnitee and the last of whom is  
selected by the first two arbitrators so selected; or                           

         (e) The Court of Chancery of Delaware or other court having
jurisdiction of subject matter and the parties.                                 

      8.4   As soon as practicable, and in no event later than thirty (30)
days after the forum has been selected pursuant to Section 8.3 above, the       
Company shall, at its own expense, submit to the selected forum its claim that  
the Indemnitee is not entitled to indemnification, and the Company shall act in 
the utmost good faith to assure the Indemnitee a complete opportunity to defend 
against such claim.                                                             

      8.5   If the forum selected in accordance with Section 8.3 hereof is
not a court, then after the final decision of such forum is rendered, the       
Company or the Indemnitee shall have the right to apply to the Court of Chancery
of Delaware, the court in which the proceeding giving rise to the Indemnitee's  
claim for indemnification is or was pending or any other court of competent     
jurisdiction, for the purpose of appealing the decision of such forum, provided 
                                                                      --------
that such right is executed within sixty (60) days after the final decision of  
such forum is rendered. If the forum selected in accordance with Section 8.3    
hereof is a court, then the rights of the Company or the Indemnitee to appeal   
any decision of such court shall be governed by the applicable laws and rules   
governing appeals of the decision of such court.                                

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    8.6   Notwithstanding any other provision in this Agreement to the
contrary, the Company shall indemnify the Indemnitee against all expenses       
incurred by the Indemnitee in connection with any hearing or proceeding under   
this Section 8 involving the Indemnitee and against all expenses incurred by the
Indemnitee in connection with any other proceeding between the Company and the  
Indemnitee involving the interpretation or enforcement of the rights of the     
Indemnitee under this Agreement unless a court of competent jurisdiction finds  
that each of the material claims and/or defenses of the Indemnitee in any such  
proceeding was frivolous or not made in good faith.                             

9.  EXCEPTIONS.  Any other provision herein to the contrary           
----------                                                    
notwithstanding, the Company shall not be obligated pursuant to the terms of    
this Agreement:                                                                 

        9.1   Claims Initiated by Indemnitee. To indemnify or advance expenses
------------------------------                    
to the Indemnitee with respect to proceedings or claims initiated or brought    
voluntarily by the Indemnitee and not by way of defense, except with respect to 
                                        ------
proceedings specifically authorized by the Board or brought to establish or     
enforce a right to indemnification and/or advancement of expenses arising under 
this Agreement, the charter documents of the Company or any subsidiary or any   
statute or law or otherwise, but such indemnification or advancement of expenses
may be provided by the Company in specific cases if the Board finds it to be    
appropriate; or                                                                 

       9.2   Unauthorized Settlements. To indemnify the Indemnitee hereunder
------------------------                          
for any amounts paid in settlement of a proceeding unless the Company consents  
in advance in writing to such settlement, which consent shall not be            
unreasonably withheld; or                                                       

         9.3   Securities Law Actions. To indemnify the Indemnitee on account of
----------------------                            
any suit in which judgment is rendered against the Indemnitee for an accounting 
of profits made from the purchase or sale by the Indemnitee of securities of the
Company pursuant to the provisions of Section l6(b) of the Securities Exchange  
Act of 1934 and amendments thereto or similar provisions of any federal, state  
or local statutory law; or                                                      

         9.4   Unlawful Indemnification.  To indemnify the Indemnitee if a final
------------------------                          
decision by a court having jurisdiction in the matter shall determine that such 
indemnification is not lawful.  In this respect, the Company and the Indemnitee 
have been advised that the Securities and Exchange Commission takes the position
that indemnification for liabilities arising under the federal securities laws  
is against public policy and is, therefore, unenforceable and that claims for   
indemnification should be submitted to appropriate courts for adjudication.     

  10. NON-EXCLUSIVITY.  The provisions for indemnification and advancement
---------------                                               
of expenses set forth in this Agreement shall not be deemed exclusive of any    
other rights which the Indemnitee may have under any provision of law, the      
Company's Certificate of Incorporation or Bylaws, the vote of the Company's     
stockholders or disinterested directors, other agreements or otherwise, both as 
to action in the Indemnitee's official capacity and to action in another        
capacity while occupying his position as an agent of the Company, and the       
Indemnitee's rights hereunder shall continue after the Indemnitee has ceased    
acting as an agent of the Company and shall inure to the benefit of the heirs,  
executors and administrators of the Indemnitee.                                 

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11. GENERAL PROVISIONS                                                
------------------                                            

      11.1 Interpretation of Agreement.  It is understood that the parties
---------------------------                         
hereto intend this Agreement to be interpreted and enforced so as to provide    
indemnification and advancement of expenses to the Indemnitee to the fullest    
extent now or hereafter permitted by law, except as expressly limited herein.   

     11.2 Severability. If any provision or provisions of this Agreement
------------                                        
shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
then: (a) the validity, legality and enforceability of the remaining provisions 
of this Agreement (including, without limitation, all portions of any paragraphs
of this Agreement containing any such provision held to be invalid, illegal or  
unenforceable that are not themselves invalid, illegal or unenforceable) shall  
not in any way be affected or impaired thereby; and (b) to the fullest extent   
possible, the provisions of this Agreement (including, without limitation, all  
portions of any paragraphs of this Agreement containing any such provision held 
to be invalid, illegal or unenforceable, that are not themselves invalid,       
illegal or unenforceable) shall be construed so as to give effect to the intent 
manifested by the provision held invalid, illegal or unenforceable and to give  
effect to Section 11.1 hereof.                                                  

        11.3 Modification and Waiver. No supplement, modification or amendment
-----------------------                             
of this Agreement shall be binding unless executed in writing by both of the    
parties hereto. No waiver of any of the provisions of this Agreement shall be   
deemed or shall constitute a waiver of any other provision hereof (whether or   
not similar), nor shall such waiver constitute a continuing waiver.             

      11.4 Subrogation. In the event of full payment under this Agreement,
-----------                                         
the Company shall be subrogated to the extent of such payment to all of the     
rights of recovery of the Indemnitee, who shall execute all documents required  
and shall do all acts that may be necessary or desirable to secure such rights  
and to enable the Company effectively to bring suit to enforce such rights.     

   11.5 Counterparts.  This Agreement may be executed in one or more
------------                                        
counterparts, which shall together constitute one agreement.                    

      11.6 Successors and Assigns. The terms of this Agreement shall bind,
----------------------                              
and shall inure to the benefit of, the successors and assigns of the parties    
hereto.                                                                         

       11.7 Notice.  All notices, requests, demands and other communications
------                                              
under this Agreement shall be in writing and shall be deemed duly given:  (a) if
delivered by hand and receipted for by the party addressee; or (b) if mailed by 
certified or registered mail, with postage prepaid, on the third business day   
after the mailing date.  Addresses for notice to either party are as shown on   
the signature page of this Agreement or as subsequently modified by written     
notice.                                                                         

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      11.8  Governing Law. This Agreement shall be governed exclusively by
-------------                                     
and construed according to the laws of the State of Delaware, as applied to     
contracts between Delaware residents entered into and to be performed entirely  
within Delaware.                                                                

    11.9  Consent to Jurisdiction. The Company and the Indemnitee each
-----------------------                           
hereby irrevocably consent to the jurisdiction of the courts of the State of    
Delaware for all purposes in connection with any action or proceeding which     
arises out of or relates to this Agreement.                                     

         11.10 Attorneys' Fees. In the event Indemnitee is required to bring any
---------------                                   
action to enforce rights under this Agreement (including, without limitation,   
the expenses of any Proceeding described in Section 3), the Indemnitee shall be 
entitled to all reasonable fees and expenses in bringing and pursuing such      
action, unless a court of competent jurisdiction finds each of the material     
claims of the Indemnitee in any such action was frivolous and not made in good  
faith.                                                                          

 IN WITNESS WHEREOF, the parties hereto have entered into this Indemnity
Agreement effective as of the date first written above.                         

eBAY INC.                                     INDEMNITEE:                       

By:____________________________               By:_______________________________

Title:_________________________                                                 

Address:_______________________               Address:__________________________

_______________________________               __________________________________

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