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This excerpt taken from the EBAY 10-K filed Feb 28, 2007. 11. Amendment
of the Plan and Options.
(a) Amendment of Plan. The Board at any
time, and from time to time, may amend the Plan. However, except
as provided in Section 10 relating to adjustments upon
changes in Common Stock, no amendment shall be effective unless
approved by the stockholders of the Company to the extent
stockholder approval is necessary under applicable laws or
regulations or to the extent that such amendment constitutes a
material amendment of the Plan.
(b) Stockholder Approval. The Board may,
in its sole discretion, submit any other amendment to the Plan
for stockholder approval, including, but not limited to,
amendments to the Plan intended to satisfy the requirements of
Section 162(m) of the Code and the regulations thereunder
regarding the exclusion of performance-based compensation from
the limit on corporate deductibility of compensation paid to
certain executive officers. Notwithstanding any other provision
of the Plan to the contrary, the Board shall not, without prior
stockholder approval, (A) reduce the exercise price of any
outstanding Option under the Plan, (B) cancel any
outstanding Option under the Plan and grant in substitution
therefor, on either an immediate or delayed basis, a new Option
under the Plan covering the same or a different number of shares
of Common Stock or cash, or (C) take any other action with
respect to any outstanding Option under the Plan that is treated
as a repricing of such Option pursuant to generally accepted
accounting principles.
(c) Contemplated Amendments. It is
expressly contemplated that the Board may amend the Plan in any
respect the Board deems necessary or advisable to provide
eligible Employees with the maximum benefits provided or to be
provided under the provisions of the Code and the regulations
promulgated thereunder relating to Incentive Stock Options
and/or to
bring the Plan
and/or
Incentive Stock Options granted under it into compliance
therewith.
(d) No Impairment of Rights. Rights under
any Option granted before amendment of the Plan shall not be
impaired by any amendment of the Plan unless (i) the
Company requests the consent of the Optionholder and
(ii) the Optionholder consents in writing.
(e) Amendment of Options. The Board at
any time, and from time to time, may amend the terms of any one
or more Options; provided, however, that the rights under any
Option shall not be impaired by any such amendment unless
(i) the Company requests the consent of the Optionholder
and (ii) the Optionholder consents in writing.
This excerpt taken from the EBAY DEF 14A filed Apr 26, 2006. 11. Amendment
of the Plan and Options.
(a) Amendment of Plan. The Board at any
time, and from time to time, may amend the Plan. However, except
as provided in Section 10 relating to adjustments upon
changes in Common Stock, no amendment shall be effective unless
approved by the stockholders of the Company to the extent
stockholder approval is necessary under applicable laws or
regulations or to the extent that such amendment constitutes a
material amendment of the Plan.
(b) Stockholder Approval. The Board may,
in its sole discretion, submit any other amendment to the Plan
for stockholder approval, including, but not limited to,
amendments to the Plan intended to satisfy the requirements of
Section 162(m) of the Code and the regulations thereunder
regarding the exclusion of performance-based compensation from
the limit on corporate deductibility of compensation paid to
certain executive officers. Notwithstanding any other provision
of the Plan to the contrary, the Board shall not, without prior
stockholder approval, (A) reduce the exercise price of any
outstanding Option under the Plan, (B) cancel any
outstanding Option under the Plan and grant in substitution
therefor, on either an immediate or delayed basis, a new Option
under the Plan covering the same or a different number of shares
of Common Stock or cash, or (C) take any other action with
respect to any outstanding Option under the Plan that is treated
as a repricing of such Option pursuant to generally accepted
accounting principles.
(c) Contemplated Amendments. It is
expressly contemplated that the Board may amend the Plan in any
respect the Board deems necessary or advisable to provide
eligible Employees with the maximum benefits provided or to be
provided under the provisions of the Code and the regulations
promulgated thereunder relating to Incentive Stock Options
and/or to bring the Plan and/or Incentive Stock Options granted
under it into compliance therewith.
(d) No Impairment of Rights. Rights under
any Option granted before amendment of the Plan shall not be
impaired by any amendment of the Plan unless (i) the
Company requests the consent of the Optionholder and
(ii) the Optionholder consents in writing.
(e) Amendment of Options. The Board at
any time, and from time to time, may amend the terms of any one
or more Options; provided, however, that the rights under any
Option shall not be impaired by any such amendment unless
(i) the Company requests the consent of the Optionholder
and (ii) the Optionholder consents in writing.
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