EBay (EBAY)

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On May 1, 2006, eBay Inc. ("eBay" or the "Company") announced that Maynard Webb, its Chief Operating Officer, plans to retire from the Company in August 2006. A copy of eBay's press release announcing Mr. Webb's retirement is attached as an exhibit to this filing.

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 Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 21, 2006, eBay announced that it had named Robert H. Swan as Senior Vice President, Finance and Chief Financial Officer of the company, effective March 16, 2006. Mr. Swan will replace Rajiv Dutta, who, as previously announced, will complete his transition to his new role as President of the company's Skype business. Prior to joining eBay, Mr. Swan, 45, served as Executive Vice President and Chief Financial Officer of Electronic Data Systems Corporation beginning in February 2003. Prior to joining EDS, he was Executive Vice President and Chief Financial Officer of TRW Inc. from July 2001 to December 2002. Mr. Swan served in executive positions at Webvan Group, Inc. from 1999 to 2001, including Chief Executive Officer from April to July 2001, Chief Operating Officer from September 2000 to July 2001 and Chief Financial Officer from October 1999 to July 2001.

eBay and Mr. Swan have entered into an offer letter dated February 10, 2006 and executed on February 18, 2006. Under the terms of the offer letter, Mr. Swan will be paid an annual base salary of $600,000, and will be eligible for a special retention bonus of up to $1,000,000, of which $200,000 will be payable within two payroll periods of his commencement of employment, and the remaining $800,000 will be payable in equal installments on the first, second, third, and fourth anniversaries of his commencement of employment, assuming his continued employment with eBay. Mr. Swan will also be eligible to participate in the eBay Incentive Program, with a target annual bonus of 85% of his base salary. eBay will also assist with Mr. Swan's relocation expenses from Plano, Texas to the San Francisco Bay Area.

In accordance with the offer letter, the Compensation Committee of eBay's Board of Directors has granted Mr. Swan an option to purchase 375,000 shares of eBay common stock, which will be made in two equal tranches, with the first grant to be made and priced effective the Friday following Mr. Swan's first full week of employment, and the second grant to be made and priced effective 26 weeks from the date of the first grant. Both tranches of the option will vest with respect to 25% of the shares one year after the commencement of employment and with respect to an additional 1/48 of the shares monthly thereafter. In addition, the Compensation Committee of eBay's Board of Directors has approved a special one-time award of restricted stock to Mr. Swan in the amount of 50,000 shares of eBay common stock to be issued effective the Friday following his first full week of employment, and vesting 25% on each of the first four anniversaries of the commencement of his employment.

The offer letter provides that Mr. Swan's employment is "at-will," and does not provide for any change-in-control arrangements or severance payments.

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 Principal Officers; Election of Directors; Appointment of Principal Officers.

On July 27, 2005, eBay Inc. announced that William Clay Ford, Jr. had been elected as a new member of eBay's Board of Directors. A copy of eBay's press release announcing Mr. Ford's election is attached as an exhibit to this filing.

Mr. Ford fills a vacancy created by an increase in the size of the Board of Directors from ten to eleven. 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. Ford will be a member of the second class of directors, with a term of office expiring at eBay's annual meeting of stockholders in 2006. Mr. Ford will also join the Compensation 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 Principal Officers; Election of Directors; Appointment of Principal Officers.

On April 27, 2005, eBay Inc. filed a current report on Form 8-K to report that Edward W. Barnholt had been elected as a new member of eBay's Board of Directors. Pursuant to Instruction 2 to Item 5.02 of Form 8-K, this amendment on Form 8-K/A is being filed to report that on June 23, 2005, eBay's Board of Directors appointed Mr. Barnholt to the Compensation Committee of 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 Principal Officers; Election of Directors; Appointment of Principal Officers.

On April 27, 2005, eBay Inc. announced that Edward W. Barnholt had been elected as a new member of eBay's Board of Directors. A copy of eBay's press release announcing Mr. Barnholt's election is attached as an exhibit to this filing.

Mr. Barnholt fills a vacancy created by an increase in the size of the Board of Directors from nine to ten. 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. Barnholt will be a member of the first class of directors, with a term of office expiring at eBay's upcoming annual meeting of stockholders to be held on June 23, 2005, and will stand for election along with the other members of the first class of directors, Fred D. Anderson, Scott D. Cook, and Robert C. Kagle, at the annual meeting. Mr. Barnholt has not yet been named to any Committee of eBay's Board of Directors. eBay expects that its Board of Directors will consider Mr. Barnholt's Committee assignment at the Board of Directors meeting to be held on June 23, 2005.

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 Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 24, 2005, eBay Inc. announced that it had named John Donahoe as President of its eBay Business Unit. Mr. Donahoe, 44 years old, joined Bain & Company, a global business consulting firm, in 1982. He held a variety of management roles at Bain, and served as its worldwide managing director from 1999 until February 2005.

eBay and Mr. Donahoe have entered into an offer letter dated November 16, 2004 and executed on December 5, 2004. Under the terms of the offer letter, Mr. Donahoe will be paid an annual base salary of $750,000, and will be eligible for a special retention bonus of up to $2,000,000, of which (i) $500,000 will be payable within two payroll periods of the date of his commencement of employment, and (ii) $500,000 will be payable on each of the first, second, and third anniversaries of the date of his commencement of employment, assuming his continued employment with eBay. Mr. Donahoe will also be eligible to participate in eBay's Executive Management Incentive Program, with a target annual bonus of 75% of his base salary.

The offer letter also provides that eBay will recommend to its Board of Directors that Mr. Donahoe be granted an option to purchase 500,000 shares of eBay common stock. In accordance with eBay's standard practice for offers of employment extended prior to the announcement of an eBay stock split, Mr. Donahoe's recommended stock option grant will be adjusted to reflect the effect of eBay's two-for-one stock split announced on January 19, 2005 and effective on February 16, 2005, so that Mr. Donahoe will be granted an option to purchase 1,000,000 shares of eBay common stock. Those options will be granted in accordance with eBay's standard new hire grant procedures, and will vest with respect to 25% of the shares one year after the date of his commencement of employment, and with respect to an additional 1/48 of the shares monthly thereafter.

The offer letter provides that Mr. Donahoe's employment with eBay is "at-will," and does not provide for any change-in-control arrangements or severance payments.