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These excerpts taken from the EBAY 10-K filed Feb 28, 2007. 2. Definitions.
(a) “Affiliate” means any parent
corporation or subsidiary corporation of the Company, whether
now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code, and any
other entity which is controlled, directly or indirectly, by the
Company.
(b) “Board” means the Board of Directors
of the Company.
(c) “Code” means the United States
Internal Revenue Code of 1986, as amended.
(d) “Committee” means a committee of one
or more members of the Board appointed by the Board in
accordance with subsection 3(c).
(e) “Common Stock” means the common stock
of the Company.
(f) “Company” means eBay Inc., a Delaware
corporation.
(g) “Consultant” means any natural person,
including an advisor, (i) engaged by the Company or an
Affiliate to render consulting or advisory services and who is
compensated for such services, or (ii) who is a member of
the Board of Directors or comparable governing body of an
Affiliate and who is compensated for such services. However, the
term “Consultant” shall not include Directors who are
not compensated by the Company for their services as Directors.
In addition, the payment of a director’s fee by the Company
for services as a Director shall not cause a Director to be
considered a “Consultant” for purposes of the Plan.
(h) “Continuous Service” means that the
Optionholder’s service with the Company or an Affiliate,
whether as an Employee, Director or Consultant, is not
interrupted or terminated. The Optionholder’s Continuous
Service shall not be deemed to have terminated merely because of
a change in the capacity in which the Optionholder renders
service to the Company or an Affiliate as an Employee,
Consultant or Director or a change in the entity for which the
Optionholder renders such service, provided that there is no
interruption or termination of the Optionholder’s service
with the Company or an Affiliate. For example, a change in
status from an Employee of the Company to a Consultant of an
Affiliate or a Director will not constitute an interruption of
Continuous Service. The Board or the chief executive officer of
the Company, in that party’s sole discretion, may determine
whether Continuous Service shall be considered interrupted in
the case of any leave of absence approved by that party,
including sick leave, military leave or any other personal leave.
(i) “Covered Employee” means the chief
executive officer and the four (4) other highest
compensated officers of the Company for whom total compensation
is required to be reported to stockholders under the Exchange
Act, as determined for purposes of Section 162(m) of the
Code.
(j) “Director” means a member of the Board
of Directors of the Company.
(k) “Disability” means the inability of a
natural person to continue to perform services for the Company
or any Affiliate of the type previously performed prior to the
occurrence of such Disability, whether as a result of physical
and/or
mental illness or injury, as determined by a physician
acceptable to the Company, for a period that is expected to be
of a duration of no less than six (6) months.
(l) “Employee” means any person employed
for tax purposes by the Company or an Affiliate. Mere service as
a Director or payment of a director’s fee by the Company or
an Affiliate shall not be sufficient to constitute
“employment” by the Company or an Affiliate.
(m) “Equity Restructuring” means a
non-reciprocal transaction (i.e. a transaction in which the
Company does not receive consideration or other resources in
respect of the transaction approximately equal to and in
exchange for the consideration or resources the Company is
relinquishing in such transaction) between the Company and its
stockholders, such as a stock split, spin-off, rights offering,
nonrecurring stock dividend or recapitalization through a large,
nonrecurring cash dividend, that affects the shares of Common
Stock (or other securities of the Company) or the share price of
Common Stock (or other securities) and causes a change in the
per share value of the Common Stock underlying outstanding
Options.
(n) “Exchange Act” means the United States
Securities Exchange Act of 1934, as amended.
(o) “Fair Market Value” means, as of any
date, the value of the Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock
exchange or traded on the Nasdaq National Market or the Nasdaq
SmallCap Market, the Fair Market Value of a share of Common
Stock shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such
exchange or market (or the exchange or market with the greatest
volume of trading in the Common Stock) on the last market
trading day prior to the day of determination, as reported in
The Wall Street Journal or such other source as the Board
deems reliable.
(ii) In the absence of such markets for the Common Stock,
the Fair Market Value shall be determined in good faith by the
Board.
(p) “Incentive Stock Option” means an
Option intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code and the regulations
promulgated thereunder.
(q) “Non-Employee Director” means a
Director who either (i) is not a current Employee or
Officer of the Company or its parent or a subsidiary, does not
receive compensation (directly or indirectly) from the Company
or its parent or a subsidiary for services rendered as a
consultant or in any capacity other than as a Director (except
for an amount as to which disclosure would not be required under
Item 404(a) of
Regulation S-K
promulgated pursuant to the Securities Act
(“Regulation S-K”)),
does not possess an interest in any other transaction as to
which disclosure would be required under Item 404(a) of
Regulation S-K
and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of
Regulation S-K;
or (ii) is otherwise considered a “non-employee
director” for purposes of
Rule 16b-3.
(r) “Nonstatutory Stock Option” means an
Option not intended to qualify as an Incentive Stock Option.
(s) “Officer” means a person who is an
officer of the Company within the meaning of Section 16 of
the Exchange Act and the rules and regulations promulgated
thereunder.
(t) “Option” means an Incentive Stock
Option or a Nonstatutory Stock Option granted pursuant to
Section 6 of the Plan.
(u) “Option Agreement” means a written
agreement between the Company and an Optionholder evidencing the
terms and conditions of an individual Option grant. Each Option
Agreement shall be subject to the terms and conditions of the
Plan.
(v) “Optionholder” means a person to whom
an Option is granted pursuant to the Plan or, if applicable,
such other person who holds an outstanding Option.
(w) “Outside Director” means a Director
who either (i) is not a current employee of the Company or
an “affiliated corporation” (within the meaning of
Treasury Regulations promulgated under Section 162(m) of
the Code), is not a former employee of the Company or an
“affiliated corporation” receiving compensation for
prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an
“affiliated corporation” at any time and is not
currently receiving direct or indirect remuneration from the
Company or an “affiliated corporation” for services in
any capacity other than as a Director or (ii) is otherwise
considered an “outside director” for purposes of
Section 162(m) of the Code.
(x) “Plan” means this eBay Inc. 2001
Equity Incentive Plan, as amended.
(y) “Rule 16b-3”
means
Rule 16b-3
promulgated under the Exchange Act or any successor to
Rule 16b-3,
as in effect from time to time.
(z) “Securities Act” means the United
States Securities Act of 1933, as amended.
(aa) “Ten Percent Stockholder” means a
person who owns (or is deemed to own pursuant to
Section 424(d) of the Code) stock possessing more than ten
percent (10%) of the total combined voting power of all classes
of stock of the Company or of any of its Affiliates.
2. Definitions.
(a) “Affiliate” means any parent
corporation or subsidiary corporation of the Company, whether
now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code, and any
other entity which is controlled, directly or indirectly, by the
Company.
(b) “Board” means the Board of Directors
of the Company.
(c) “Code” means the United States
Internal Revenue Code of 1986, as amended.
(d) “Committee” means a committee of one
or more members of the Board appointed by the Board in
accordance with subsection 3(c).
(e) “Common Stock” means the common stock
of the Company.
(f) “Company” means eBay Inc., a Delaware
corporation.
(g) “Consultant” means any natural person,
including an advisor, (i) engaged by the Company or an
Affiliate to render consulting or advisory services and who is
compensated for such services, or (ii) who is a member of
the Board of Directors or comparable governing body of an
Affiliate and who is compensated for such services. However, the
term “Consultant” shall not include Directors who are
not compensated by the Company for their services as Directors.
In addition, the payment of a director’s fee by the Company
for services as a Director shall not cause a Director to be
considered a “Consultant” for purposes of the Plan.
(h) “Continuous Service” means that the
Participant’s service with the Company or an Affiliate,
whether as an Employee, Director or Consultant, is not
interrupted or terminated. The Participant’s Continuous
Service shall not be deemed to have terminated merely because of
a change in the capacity in which the Participant renders
service to the Company or an Affiliate as an Employee,
Consultant or Director or a change in the entity for which the
Participant renders such service, provided that there is no
interruption or termination of the Participant’s Continuous
Service. For example, a change in status from an Employee of the
Company to a Consultant of an Affiliate or a Director will not
constitute an interruption of Continuous Service. The Board or
the chief executive officer of the Company, in that party’s
sole discretion, may determine whether Continuous Service shall
be considered interrupted in the case of any leave of absence
approved by that party, including sick leave, military leave or
any other personal leave.
(i) “Covered Employee” means the chief
executive officer and the four (4) other highest
compensated officers of the Company for whom total compensation
is required to be reported to stockholders under the Exchange
Act, as determined for purposes of Section 162(m) of the
Code.
(j) “Director” means a member of the Board
of Directors of the Company.
(k) “Disability” means the inability of a
natural person to continue to perform services for the Company
or any Affiliate of the type previously performed prior to the
occurrence of such Disability, whether as a result of physical
and/or
mental illness or injury, as determined by a physician
acceptable to the Company, for a period that is expected to be
of a duration of no less than six (6) months.
(l) “Employee” means any person employed
by the Company or an Affiliate. Mere service as a Director or
payment of a director’s fee by the Company or an Affiliate
shall not be sufficient to constitute “employment” by
the Company or an Affiliate.
(m) “Equity Restructuring” means a
non-reciprocal transaction (i.e. a transaction in which the
Company does not receive consideration or other resources in
respect of the transaction approximately equal to and in
exchange for the consideration or resources the Company is
relinquishing in such transaction) between the Company and its
stockholders, such as a stock split, spin-off, rights offering,
nonrecurring stock dividend or recapitalization through a large,
nonrecurring cash dividend, that affects the shares of Common
Stock (or other securities of the Company) or the share price of
Common Stock (or other securities) and causes a change in the
per share value of the Stock underlying outstanding Stock Awards.
(n) “Exchange Act” means the United States
Securities Exchange Act of 1934, as amended.
(o) “Fair Market Value” means, as of any
date, the value of the Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock
exchange or traded on the Nasdaq National Market or the Nasdaq
SmallCap Market, the Fair Market Value of a share of Common
Stock shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such
exchange or market (or the exchange or market with the greatest
volume of trading in the Common Stock) on the last market
trading day prior to the day of determination, as reported in
The Wall Street Journal or such other source as the Board
deems reliable.
(ii) In the absence of such markets for the Common Stock,
the Fair Market Value shall be determined in good faith by the
Board.
(p) “Non-Employee Director” means a
Director who either (i) is not a current Employee or
officer of the Company or an Affiliate, does not receive
compensation, either directly or indirectly, from the Company or
an Affiliate for services rendered as a Consultant or in any
capacity other than as a Director (except for an amount as to
which disclosure would not be required under Item 404(a) of
Regulation S-K
promulgated pursuant to the Securities Act
(“Regulation S-K”)),
does not possess an interest in any other transaction for which
disclosure would be required under Item 404(a) of
Regulation S-K,
and is not engaged in a business relationship for which
disclosure would be required pursuant to Item 404(b) of
Regulation S-K;
or (ii) is otherwise considered a “non-employee
director” for purposes of
Rule 16b-3.
(q) “Option” means an option granted
pursuant to Section 6 of the Plan.
(r) “Option Agreement” means a written
agreement between the Company and an Optionholder evidencing the
terms and conditions of an individual Option grant. Each Option
Agreement shall be subject to the terms and conditions of the
Plan.
(s) “Optionholder” means a person to whom
an Option is granted pursuant to the Plan or, if applicable,
such other person who holds an outstanding Option.
(t) “Outside Director” means a Director
who either (i) is not a current employee of the Company or
an “affiliated corporation” (within the meaning of
Treasury Regulations promulgated under Section 162(m) of
the Code), is not a former employee of the Company or an
“affiliated corporation” who receives compensation for
prior services (other than benefits under a tax-qualified
retirement plan) during the taxable year, has not been an
officer of the Company or an “affiliated corporation”,
and does not receive remuneration from the Company or an
“affiliated corporation,” either directly or
indirectly, in any capacity other than as a Director or
(ii) is otherwise considered an “outside
director” for purposes of Section 162(m) of the Code.
(u) “Participant” means a person to whom a
Stock Award is granted pursuant to the Plan or, if applicable,
such other person who holds an outstanding Stock Award.
(v) “Plan” means this eBay Inc. 1999
Global Equity Incentive Plan, as it may be duly amended from
time to time.
(w) “Rule 16b-3”
means
Rule 16b-3
promulgated under the Exchange Act of any successor to
Rule 16b-3,
as in effect from time to time.
(x) “Securities Act” means the United
States Securities Act of 1933, as amended.
(y) “Stock Award” means any right granted
under the Plan, including an option, a stock bonus, a right to
acquire restricted stock and a restricted stock unit award.
(z) “Stock Award Agreement” means a
written agreement between the Company and a holder of a Stock
Award evidencing the terms and conditions of an individual Stock
Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.
This excerpt taken from the EBAY DEF 14A filed Apr 26, 2006. 2. Definitions.
(a) “Affiliate” means any parent
corporation or subsidiary corporation of the Company, whether
now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code, and any
other entity which is controlled, directly or indirectly, by the
Company.
(b) “Board” means the Board of
Directors of the Company.
(c) “Code” means the United States
Internal Revenue Code of 1986, as amended.
(d) “Committee” means a committee
of one or more members of the Board appointed by the Board in
accordance with subsection 3(c).
(e) “Common Stock” means the common
stock of the Company.
(f) “Company” means eBay Inc.,
a Delaware corporation.
(g) “Consultant” means any natural
person, including an advisor, (i) engaged by the Company or
an Affiliate to render consulting or advisory services and who
is compensated for such services, or (ii) who is a member
of the Board of Directors or comparable governing body of an
Affiliate and who is compensated for such services. However, the
term “Consultant” shall not include Directors who are
not compensated by the Company for their services as Directors.
In addition, the payment of a director’s fee by the Company
for services as a Director shall not cause a Director to be
considered a “Consultant” for purposes of the Plan.
(h) “Continuous Service” means that
the Optionholder’s service with the Company or an
Affiliate, whether as an Employee, Director or Consultant, is
not interrupted or terminated. The Optionholder’s
Continuous Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Optionholder
renders service to the Company or an Affiliate as an Employee,
Consultant or Director or a change in the entity for which the
Optionholder renders such service, provided that there is no
interruption or termination of the Optionholder’s service
with the Company or an Affiliate. For example, a change in
status from an Employee of the Company to a Consultant of an
Affiliate or a Director will not constitute an interruption of
Continuous Service. The Board or the
Table of Contents
chief executive officer of the Company, in that party’s
sole discretion, may determine whether Continuous Service shall
be considered interrupted in the case of any leave of absence
approved by that party, including sick leave, military leave or
any other personal leave.
(i) “Covered Employee” means the
chief executive officer and the four (4) other highest
compensated officers of the Company for whom total compensation
is required to be reported to stockholders under the Exchange
Act, as determined for purposes of Section 162(m) of the
Code.
(j) “Director” means a member of
the Board of Directors of the Company.
(k) “Disability” means the
inability of a natural person to continue to perform services
for the Company or any Affiliate of the type previously
performed prior to the occurrence of such Disability, whether as
a result of physical and/or mental illness or injury, as
determined by a physician acceptable to the Company, for a
period that is expected to be of a duration of no less than six
(6) months.
(l) “Employee” means any person
employed for tax purposes by the Company or an Affiliate. Mere
service as a Director or payment of a director’s fee by the
Company or an Affiliate shall not be sufficient to constitute
“employment” by the Company or an Affiliate.
(m) “Exchange Act” means the United
States Securities Exchange Act of 1934, as amended.
(n) “Fair Market Value” means, as
of any date, the value of the Common Stock determined as
follows:
(i) If the Common Stock is listed on any established
stock exchange or traded on the Nasdaq National Market or the
Nasdaq SmallCap Market, the Fair Market Value of a share of
Common Stock shall be the closing sales price for such stock (or
the closing bid, if no sales were reported) as quoted on such
exchange or market (or the exchange or market with the greatest
volume of trading in the Common Stock) on the last market
trading day prior to the day of determination, as reported in
The Wall Street Journal or such other source as the Board
deems reliable.
(ii) In the absence of such markets for the Common
Stock, the Fair Market Value shall be determined in good faith
by the Board.
(o) “Incentive Stock Option” means
an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.
(p) “Non-Employee Director” means a
Director who either (i) is not a current Employee or
Officer of the Company or its parent or a subsidiary, does not
receive compensation (directly or indirectly) from the Company
or its parent or a subsidiary for services rendered as a
consultant or in any capacity other than as a Director (except
for an amount as to which disclosure would not be required under
Item 404(a) of
Regulation S-K
promulgated pursuant to the Securities Act
(“Regulation S-K”)),
does not possess an interest in any other transaction as to
which disclosure would be required under Item 404(a) of
Regulation S-K
and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of
Regulation S-K;
or (ii) is otherwise considered a “non-employee
director” for purposes of
Rule 16b-3.
(q) “Nonstatutory Stock Option”
means an Option not intended to qualify as an Incentive
Stock Option.
(r) “Officer” means a person who is
an officer of the Company within the meaning of Section 16
of the Exchange Act and the rules and regulations promulgated
thereunder.
(s) “Option” means an Incentive
Stock Option or a Nonstatutory Stock Option granted pursuant to
Section 6 of the Plan.
(t) “Option Agreement” means a
written agreement between the Company and an Optionholder
evidencing the terms and conditions of an individual Option
grant. Each Option Agreement shall be subject to the terms and
conditions of the Plan.
(u) “Optionholder” means a person
to whom an Option is granted pursuant to the Plan or, if
applicable, such other person who holds an outstanding Option.
Table of Contents
(v) “Outside Director” means a
Director who either (i) is not a current employee of the
Company or an “affiliated corporation” (within the
meaning of Treasury Regulations promulgated under
Section 162(m) of the Code), is not a former employee of
the Company or an “affiliated corporation” receiving
compensation for prior services (other than benefits under a tax
qualified pension plan), was not an officer of the Company or an
“affiliated corporation” at any time and is not
currently receiving direct or indirect remuneration from the
Company or an “affiliated corporation” for services in
any capacity other than as a Director or (ii) is otherwise
considered an “outside director” for purposes of
Section 162(m) of the Code.
(w) “Plan” means this
eBay Inc. 2001 Equity Incentive Plan, as amended.
(x) “Rule 16b-3”
means
Rule 16b-3
promulgated under the Exchange Act or any successor to
Rule 16b-3,
as in effect from time to time.
(y) “Securities Act” means the
United States Securities Act of 1933, as amended.
(z) “Ten Percent Stockholder” means
a person who owns (or is deemed to own pursuant to
Section 424(d) of the Code) stock possessing more than ten
percent (10%) of the total combined voting power of all classes
of stock of the Company or of any of its Affiliates.
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