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This excerpt taken from the EBAY DEF 14A filed Apr 26, 2006. DURATION,
AMENDMENT, REPRICING, AND TERMINATION
The Board may amend, suspend, or terminate the 2001 Plan at any
time or from time to time. Stockholders initially approved the
2001 Plan at our 2001 Annual Meeting of Stockholders.
Stockholder approval of any amendment to the 2001 Plan must be
sought if necessary under applicable laws or regulations.
Stockholder approval also must be sought for any material
amendment to the 2001 Plan. However, the Board may submit any
amendment to the 2001 Plan for stockholder approval at its
discretion.
In 2002, the Board amended the 2001 Plan to provide that prior
stockholder approval is required before the Board may cancel an
option and replace it with a new option or cash, reduce the
exercise price of any option it has already granted under the
2001 Plan, or take any other action with respect to an
outstanding option that is treated as a repricing under
generally accepted accounting principles. The 2001 Plan
terminates on March 21, 2011, unless sooner terminated.
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