EBay (EBAY)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Stockholders of eBay Inc. (“eBay”) held on April 29, 2009, eBay’s stockholders, upon the recommendation of the Board of Directors, approved an amendment and restatement of the eBay Inc. 2008 Equity Incentive Award Plan (as amended, the “2008 Plan”) to increase the aggregate number of shares authorized for issuance under the 2008 Plan by 50 million to 85 million and to add market share and volume metrics as performance criteria under the 2008 Plan.

A brief summary of the 2008 Plan is included as part of Proposal 3 in eBay’s definitive proxy statement filed with the Securities and Exchange Commission on March 19, 2009. The summary of the 2008 Plan contained in the proxy statement is qualified by and subject to the full text of the 2008 Plan, which is filed as Appendix A to the proxy statement and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 31, 2008, Margaret Whitman, a director of eBay Inc. (the "Company"), notified the Company that she would resign from the Company's Board of Directors effective immediately. Ms. Whitman's position with the Company as Special Advisor to the President and CEO also terminated as of December 31, 2008. Ms. Whitman's decision to resign is solely for personal reasons and time considerations and did not involve any disagreement with the Company, the Company's management or the Board of Directors.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 30, 2008, eBay Inc. (the "Company") announced that Mark Andreessen had been appointed as a new member of the Company's Board of Directors. A copy of the Company's press release announcing Mr. Andreessen's appointment is attached as an exhibit to this filing.

Mr. Andreessen's term on the Board of Directors began on September 30, 2008. Mr. Andreessen fills a vacancy created by an increase in the size of the Board of Directors from twelve to thirteen. The Company's Certificate of Incorporation and Bylaws provide for its Board of Directors to be divided into three classes, with each class having a three-year term. Mr. Andreessen will be a member of the second class of directors, with a term of office expiring at the Company's annual meeting of stockholders in 2009.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 19, 2008, the Company's stockholders approved the Company's 2008 Equity Incentive Award Plan (the "2008 Plan"). The Company’s Board of Directors (the "Board") had previously adopted the Plan, subject to stockholder approval.

Purpose of the 2008 Plan

The purpose of the 2008 Plan is to promote the success and enhance the value of the Company by linking the personal interests of the members of the board, employees, and consultants to those of Company stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company stockholders. The 2008 Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, employees, and consultants upon whose judgment, interest, and special effort the Company’s success is largely dependent.

Administration

The 2008 Plan generally will be administered by the Compensation Committee of the Board. The Compensation Committee will have the power to establish rules and regulations for the proper administration of the 2008 Plan, determine which participants will receive awards and establish the other terms and conditions of the awards, consistent with the terms of the 2008 Plan. The Compensation Committee may modify outstanding awards as provided in the 2008 Plan. All non-employee members of the Board, employees and consultants of the Company and its subsidiaries and affiliates, as determined by the Compensation Committee, are eligible to participate in the 2008 Plan.

Shares Available and Award Limits

The aggregate number of shares of the Company’s common stock, par value $0.01 per share (the "Common Stock"), that may be issued or transferred pursuant to awards under the 2008 Plan is 35,000,000. To the extent that an award terminates, expires, or lapses for any reason, or an award is settled in cash without delivery of shares to the participant, then any shares subject to the award may be used again for new grants under the 2008 Plan. Additionally, any shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any award may be used again for new grants under the 2008 Plan. The maximum number of shares of Stock that may be subject to one or more awards granted to any one participant pursuant to the 2008 Plan during any calendar year is 1,000,000 shares of Common Stock. The maximum aggregate amount that may be paid in cash to any one participant pursuant to the 2008 Plan during any calendar year with respect to any performance-based award is $3,000,000.

Awards

The 2008 Plan provides for the grant of stock options, both incentive stock options and nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, performance shares, performance stock units, dividend equivalents, stock payments, deferred stock units, other stock-based awards, and performance-based awards to eligible individuals. Each award will be evidenced by a separate agreement with the person receiving the award and will indicate the type, terms and conditions of the award.

The exercise price of a stock option and the base price of a stock appreciation right shall not be less than the fair market value of Common Stock on the date of grant. No stock option shall be exercisable later than ten (10) years after the date it is granted.

The Compensation Committee is authorized to grant awards intended to qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). The 2008 Plan enumerates certain performance criteria that may be used in granting such awards.

Additionally, in no event may an award be granted pursuant to the 2008 Plan on or after June 19, 2018.

Amendment and Termination

The Compensation Committee, subject to approval of the Board, may terminate, amend, or modify the 2008 Plan at any time; provided, however, that stockholder approval will be obtained for any amendment to the extent necessary and desirable to comply with any applicable law, regulation or stock exchange rule, to increase the number of shares available under the 2008 Plan, to permit the Compensation Committee or the Board to grant options with a price below fair market value on the date of grant, or to extend the exercise period for an option beyond ten years from the date of grant. In addition, absent stockholder approval, no option may be amended to reduce the per share exercise price of the shares subject to such option below the per share exercise price as of the date the option was granted and, except to the extent permitted by the 2008 Plan in connection with certain changes in capital structure, no option may be granted in exchange for, or in connection with, the cancellation or surrender of an option having a higher per share exercise price.

Section 162(m) Compliance

The 2008 Plan is designed to permit the Company to make cash and equity based awards intended to qualify as "performance-based compensation" under Section 162(m) of the Code. Under Section 162(m), income tax deductions of publicly-held corporations may be limited to the extent total compensation (including base salary, annual bonus, stock option exercises and non-qualified benefits paid) for certain executive officers exceeds $1,000,000 in any one year. The Section 162(m) deduction limit, however, does not apply to certain "qualified performance-based compensation." In the event that the Company issues awards that satisfy the "qualified performance-based compensation" exception, the remuneration attributable to those awards should not be subject to the $1,000,000 deduction limit.

Miscellaneous

The 2008 Plan also contains provisions with respect to payment of purchase price, vesting and expiration of awards, treatment of awards upon a change of control of the Company, adjustments for stock splits, recapitalizations and mergers, transferability of awards and tax withholding requirements. Various other terms, conditions and limitations apply, as further described in the 2008 Plan.

The foregoing summary of the 2008 Plan does not purport to be complete and is qualified in its entirety by reference to the actual terms of the 2008 Plan. For additional information regarding the 2008 Plan, refer to "Proposal 2 – Approval of Our 2008 Equity Incentive Award Plan" on pages 19-27 of the Company's 2008 definitive proxy statement as filed on Schedule 14A with the Securities and Exchange Commission on April 28, 2008, and the full text of the 2008 Plan attached as Appendix A to the Company’s 2008 definitive proxy statement and attached to this report as Exhibit 10.1, which are incorporated herein by reference.

The form of Restricted Stock Unit Agreement evidencing the grant of restricted stock unit awards to U.S. participants under the 2008 Plan is attached hereto as Exhibit 10.2.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 25, 2008, Robert C. Kagle, a director of eBay Inc. ("eBay" or "the Company"), notified the Company that he will not stand for re-election at the Company's next annual meeting of stockholders to be held in June 2008. Mr. Kagle will continue to serve as a director until such meeting. His decision to not stand for re-election to the Board is solely for personal reasons and time considerations and did not involve any disagreement with the Company, the Company's management or the Board of Directors.

In addition, effective April 14, 2008, the Company will appoint Phillip DePaul as its Vice President, Chief Accounting Officer. Mr. DePaul will serve as eBay's principal accounting officer.

Mr. DePaul was most recently with OfficeMax, Incorporated, serving as Senior Vice President, Controller and Chief Accounting Officer since 2003. Mr. DePaul also served in the audit practice of Ernst & Young LLP from 1993 to 1998. Mr. DePaul is a certified public accountant and has a degree in accounting from Youngstown State University.

Mr. DePaul's offer letter provides that he will receive an annual salary of $350,000 and that eBay will recommend to its Board of Directors that he be granted an option to purchase 49,000 shares of eBay common stock and an award of 24,500 restricted stock units. The stock option will vest with respect to 25% of the shares one year after the date of his commencement of employment, and with respect to 1/48th of the shares monthly thereafter. The award of restricted stock units will vest with respect to 25% of the award on each of the first four anniversaries of the date of grant.

Mr. DePaul will also receive one-time bonuses in an aggregate amount of $135,000.

Mr. DePaul will also be eligible to receive relocation assistance, including assistance with relocation expenses from Chicago, Illinois to San Jose, California.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 23, 2008, eBay Inc. announced the following management succession and other actions:

• Meg Whitman is resigning as eBay’s president and chief executive officer, effective March 31, 2008. Ms. Whitman will remain a member of eBay’s board of directors and will serve as a special advisor to eBay’s president and chief executive officer through December 31, 2008.

• John Donahoe, President of eBay Marketplaces, has been named by eBay’s board of directors to succeed Ms. Whitman as eBay’s president and chief executive officer. Mr. Donahoe will assume the role of CEO-designate immediately and will transition to the role of president and chief executive officer upon Ms. Whitman’s resignation. Mr. Donahoe also has been appointed as a new member to eBay’s board of directors, effective January 23, 2008, with a term of office expiring at eBay’s annual meeting of stockholders in 2008. Mr. Donahoe’s biography appears in eBay’s 2007 proxy statement, filed with the SEC on April 30, 2007 and is incorporated by reference herein.

• Rajiv Dutta, President of PayPal, has been named by eBay’s board of directors to succeed Mr. Donahoe as President of eBay Marketplaces, effective immediately. Mr. Dutta also has been appointed as a new member to eBay’s board of directors, effective January 23, 2008, with a term of office expiring at eBay’s annual meeting of stockholders in 2009. Mr. Dutta’s biography appears in eBay’s 2007 proxy statement, filed with the SEC on April 30, 2007 and is incorporated by reference herein.

In connection with Ms. Whitman’s transition, her compensation arrangements will be modified on her transition date to reflect her role as special advisor and she will thereafter have an annual salary of $600,000 and a target annual incentive bonus of 100% of salary, or $600,000. Ms. Whitman will also remain eligible to (i) receive amounts she would have received with respect to the 2008 annual component of the eBay Incentive Plan had she remained eligible to receive payment through the first quarter of 2009 and (ii) vest with respect to the performance-based restricted stock units she would have been granted had she remained eligible to receive such units through the first quarter of 2009. Additionally, Ms. Whitman will receive the use of office space and IT and secretarial services for a total of three years. Ms. Whitman will not receive new equity awards in 2008.

In connection with Mr. Donahoe’s promotion to president and chief executive officer, it is expected that his compensation arrangements will be modified. The board currently anticipates that Mr. Donahoe’s revised compensation arrangements will include:

• an annual salary of $900,000;
• a target annual incentive bonus of 125% of salary, or $1,125,000;
• a long-term equity incentive focal award to be granted effective the first business day of March 2008, eBay’s normal date for issuing its annual focal grants to existing eligible employees (the "Focal Date"), comprising a combination of stock options (vesting over a four-year period) and performance-based restricted stock units (with standard vesting terms for such program) and having a target value of approximately $8,000,000 on the Focal Date;
• a promotion equity award comprising (i) a combination of restricted stock units and stock options vesting over a four-year period and having a target value of approximately $15,000,000 on the Focal Date and (ii) 60,000 restricted stock units vesting over a two-year period; and
• a severance arrangement in the event of Mr. Donahoe’s termination without cause (as such term will be defined in Mr. Donahoe’s employment letter) providing a cash payment equal to two years’ target cash compensation (defined as annual base salary plus target annual incentive bonus) if the termination occurs within two years of Mr. Donahoe’s promotion, one and one-half years’ target cash compensation if the termination occurs more than two but within three years of the promotion, and one year’s target cash compensation if the termination occurs more than three years after the promotion.

In connection with Mr. Dutta’s promotion, it is expected that his compensation arrangements will be modified. The board currently anticipates that Mr. Dutta’s revised compensation arrangements will include:

• an annual salary of $720,000;
• a target annual incentive bonus of 100% of salary, or $720,000;
• a long-term equity incentive focal award, comprising a combination of stock options (to be granted on the Focal Date, vesting over a four-year period) and performance-based restricted stock units (with standard vesting terms for such program) and having a target value of approximately $6,400,000 on the Focal Date;
• a promotion equity award comprising (i) a combination of restricted stock units and stock options vesting over a four-year period and having a target value of approximately $10,000,000 on the Focal Date and (ii) options to purchase 150,000 shares of common stock vesting over a four-year period; and
• a severance arrangement in the event of Mr. Dutta’s termination without cause (as such term will be defined in Mr. Dutta’s employment letter) providing a cash payment equal to two years’ target cash compensation if the termination occurs within two years of Mr. Dutta’s promotion, one and one-half years’ target cash compensation if the termination occurs more than two but within three years of the promotion, and one year’s target cash compensation if the termination occurs more than three years after the promotion.

Messrs. Donahoe and Dutta have not been and are not expected to be elected to any board committees.

One half of the stock options awarded to Messrs. Donahoe and Dutta as part of their respective promotion equity awards, as described above, will be granted and priced on the Focal Date and one half on the date 26 weeks from the Focal Date.

A copy of eBay’s press release announcing these management changes is attached as an exhibit to this filing.

The attached press release also announces that (i) Scott Thompson, most recently PayPal’s Chief Technology Officer, will replace Mr. Dutta as President, PayPal and (ii) Lorrie Norrington, most recently President of eBay Marketplaces International will become President, Marketplaces Operations, and (iii) Bill Cobb will be stepping down from his role as President, eBay Marketplaces North America and then retiring from eBay at the end of 2008.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 14, 2007, the compensation committee of the board of directors (the "Committee") of eBay Inc. (the "Company") adopted the eBay Inc. Deferred Compensation Plan (the "Plan"), effective as of January 1, 2008, under which eligible members of the Company's senior management ("Participants") may defer receipt of their compensation, including up to 50% of their salaries, up to 100% of their bonuses and, to the extent permitted by the Committee, up to 100% of their restricted stock units. The Company may, but has no obligation to, make discretionary contributions on behalf of a Participant, in such form and amount as the Company deems appropriate, in its sole discretion.

Participant elections with respect to deferrals of compensation and distributions must generally be made in the year preceding that in which the compensation is earned, except that the Committee may permit a newly eligible Participant to make deferral elections up to 30 days after he or she first becomes eligible to participate in the Plan. Participants may only change existing elections with respect to distributions if they satisfy certain requirements set forth in the Plan, including that they do so no later than 12 months prior to the first scheduled distribution and that they extend their deferral elections by at least five years.

Participants may elect one or more investment funds, as designated by the Committee, to be used to determine the additional amounts to be credited to their Plan accounts. These investment funds are for measurement purposes only, and a Participant’s election of any such investment fund is hypothetical and is not an actual investment of his or her Plan account in any such investment funds. The Plan is an "unfunded" plan for state and federal tax purposes, and Participants have the rights of unsecured creditors of the Company with regard to their Plan accounts.

Participants may elect to receive distributions of their accounts (i) while still in the service of the Company, in either a lump sum or in two to 15 annual installments occurring (or beginning) no earlier than one year after the year in which the deferred compensation was earned, or (ii) upon the Participant’s separation from service or disability, each as defined in the plan, on the first business day of the seventh calendar month following the date of separation from service or disability.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by eBay Inc. on July 16, 2007 to correct the effective date of Mr. Moffett's appointment to eBay’s Board of Directors and the Audit Committee of eBay’s Board of Directors from July 13, 2007 to July 17, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 16, 2007, eBay Inc. announced that David Moffett had been appointed as a new member of eBay's Board of Directors. A copy of eBay's press release announcing Mr. Moffett's appointment is attached as an exhibit to this filing.

Mr. Moffett's term on the Board of Directors began on July 13, 2007. Mr. Moffett fills a vacancy created by an increase in the size of the Board of Directors from eleven to twelve. eBay's Certificate of Incorporation and Bylaws provide for its Board of Directors to be divided into three classes, with each class having a three-year term. Mr. Moffett will be a member of the third class of diretors, with a term of office expiring at eBay's annual meeting of stockholders in 2010. Mr. Moffett will also join the Audit Committee of eBay's Board of Directors.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 3, 2007, Douglas Jeffries notified eBay Inc. that he intends to resign from his position as eBay’s principal accounting officer, effective May 24, 2007, in order to accept the position of Chief Financial Officer of Pacific Ethanol, Inc.

eBay has appointed H. Baird Radford, III to serve as its principal accounting officer on an interim basis, effective upon the termination of Mr. Jeffries' employment. Mr. Radford has served as eBay's Vice President, Corporate Controller since December 2004. From May 2001 to December 2004, Mr. Radford served eBay in a variety of positions, including, most recently, as Senior Director of Accounting Policy. From September 1992 to May 2001, Mr. Radford served in the audit practice of PricewaterhouseCoopers LLP (previously Price Waterhouse LLP). Mr. Radford holds a B.B.A. degree in Accounting from Ohio University.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.