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This excerpt taken from the EBAY DEF 14A filed Mar 19, 2009. ELIGIBILITY
Persons eligible to participate in the 2008 Plan include all
non-employee members of our Board, consisting of eleven
directors following the Annual Meeting, approximately
16,200 employees of the company and its subsidiaries and
affiliates, as determined by the Compensation Committee, and
consultants.
This excerpt taken from the EBAY DEF 14A filed Apr 28, 2008. ELIGIBILITY
Persons eligible to participate in the 2008 Plan include all
non-employee members of our Board, consisting of nine directors
following the 2008 Annual Meeting of Stockholders, the
approximately 15,500 employees of the company and its
subsidiaries and affiliates, as determined by the Compensation
Committee, and consultants.
This excerpt taken from the EBAY 10-Q filed Jul 27, 2007. 5. Eligibility.
(a) Eligibility for Specific Stock
Awards. Stock Awards may be granted to Employees
and Consultants.
(b) Consultants.
(i) Consultant shall not be eligible for the grant of a
Stock Award if, at the time of grant, a
Form S-8
Registration Statement under the Securities Act
(“Form S-8”)
is not available to register either the offer or the sale of the
Company’s securities to such Consultant because of the
nature of the services that the Consultant is providing to the
Company, or because the Consultant is not a natural person, or
as otherwise provided by the rules governing the use of
Form S-8.
(ii) Form S-8
generally is available to consultants and advisors only if
(i) they are natural persons; (ii) they provide bona
fide services to the issuer, its parents, its majority-owned
subsidiaries or majority-owned subsidiaries of the issuer’s
parent; and (iii) the services are not in connection with
the offer or sale of securities in a capital-raising
transaction, and do not directly or indirectly promote or
maintain a market for the issuer’s securities.
(c) Section 162(m)
Limitation. Notwithstanding the provisions of
subsection 5(a) hereof and subject to the provisions of
Section 11 relating to adjustments upon changes in the
shares of Common Stock, no Employee shall be eligible to be
granted Stock Awards covering more than four million
(4,000,000)3 shares
of Common Stock during any calendar year.
Each Option shall be in such form and shall contain such terms
and conditions as the Board shall deem appropriate. The
provisions of separate Options need not be identical, but each
Option shall include (through incorporation of provisions hereof
by reference in the Option or otherwise) the substance of each
of the following provisions:
(a) Exercise Price. The exercise price of
each Option shall not be less than one hundred percent (100%) of
the Fair Market Value of the Common Stock subject to the Option
on the date the Option is granted. Notwithstanding the
foregoing, an Option may be granted with an exercise price lower
than that set forth in the preceding sentence if such Option is
granted pursuant to an assumption or substitution for another
option in a manner satisfying the provisions of
Section 424(a) of the Code.
1 Denotes
that such share number reflects the stock splits of eBay’s
common stock occurring in 5/00, 8/03 and 2/05.
2 Denotes
that such share number reflects the stock split of eBay’s
common stock occurring only in 2/05 because this provision was
approved in 2004.
3 Denotes
that such share number reflects the stock split of eBay’s
common stock occurring in 8/03 and 2/05.
(b) Consideration. The purchase price of
Common Stock acquired pursuant to an Option shall be paid, to
the extent permitted by applicable statutes and regulations,
either (i) in cash at the time the Option is exercised, or
(ii) at the discretion of the Board: (1) by delivery
to the Company, or attestation to the Company of ownership, of
other Common Stock, (2) according to a deferred payment or
other similar arrangement with the Optionholder, whether through
the use of a promissory note or otherwise, or (3) in any
other form of legal consideration that may be acceptable to the
Board; provided, however, that at any time that the Company is
incorporated in Delaware, payment of the Common Stock’s
“par value,” as defined in the Delaware General
Corporation Law, shall not be made by deferred payment.
Unless otherwise specifically provided, the purchase price of
Common Stock acquired pursuant to an Option that is paid by
delivery to the Company, or attestation to the Company of
ownership, of other Common Stock shall be paid only by shares of
the Common Stock of the Company that have been held for more
than six (6) months (or such longer or shorter period of
time required to avoid a charge to earnings for financial
accounting purposes).
(c) Transferability. An Option shall be
transferable to the extent provided in the Option Agreement. If
the Option does not provide for transferability, then the Option
shall not be transferable except by will or by the laws of
descent and distribution and shall be exercisable during the
lifetime of the Optionholder only by the Optionholder.
Notwithstanding the foregoing, the Optionholder may, by
delivering written notice to the Company, in a form satisfactory
to the Company, designate a third party who, in the event of the
death of the Optionholder, shall thereafter be entitled to
exercise the Option.
(d) Vesting Generally. The total number
of shares of Common Stock subject to an Option may, but need
not, vest and therefore become exercisable in periodic
installments that may, but need not, be equal. The Option may be
subject to such other terms and conditions on the time or times
when it may be exercised (which may be based on performance or
other criteria) as the Board may deem appropriate. The vesting
provisions of individual Options may vary. The provisions of
this subsection 6(d) are subject to any Option provisions
governing the minimum number of shares of Common Stock as to
which an Option may be exercised.
(e) Termination of Continuous Service. In
the event an Optionholder’s Continuous Service terminates
(other than upon the Optionholder’s death or Disability),
the Optionholder may exercise his or her Option (to the extent
that the Optionholder was entitled to exercise such Option as of
the date of termination) but only within such period of time
ending on the earlier of (i) the date three (3) months
following the termination of the Optionholder’s Continuous
Service (or such longer or shorter period specified in the
Option Agreement), or (ii) the expiration of the term of
the Option as set forth in the Option Agreement. If, after
termination, the Optionholder does not exercise his or her
Option within the time specified in the Option Agreement, the
Option shall terminate.
(f) Extension of Termination Date. An
Optionholder’s Option Agreement may also provide that if
the exercise of the Option following the termination of the
Optionholder’s Continuous Service (other than upon the
Optionholder’s death or Disability) would be prohibited at
any time solely because the issuance of shares of Common Stock
would violate the registration requirements under the Securities
Act, then the Option shall terminate on the earlier of
(i) the expiration of the term of the Option, or
(ii) the expiration of a period of three (3) months
after the termination of the Optionholder’s Continuous
Service during which the exercise of the Option would not be in
violation of such registration requirements.
(g) Disability of Optionholder. In the
event that an Optionholder’s Continuous Service terminates
as a result of the Optionholder’s Disability, the
Optionholder may exercise his or her Option (to the extent that
the Optionholder was entitled to exercise such Option as of the
date of termination), but only within such period of time ending
on the earlier of (i) the date twelve (12) months
following such termination (or such longer or shorter period
specified in the Option Agreement), or (ii) the expiration
of the term of the Option as set forth in the Option Agreement.
If, after termination, the Optionholder does not exercise his or
her Option within the time specified herein, the Option shall
terminate.
(h) Death of Optionholder. In the event
(i) an Optionholder’s Continuous Service terminates as
a result of the Optionholder’s death or (ii) the
Optionholder dies within the period (if any) specified in the
Option Agreement after the termination of the
Optionholder’s Continuous Service for a reason other than
death, then the Option may be exercised (to the extent the
Optionholder was entitled to exercise such Option as of the date
of death) by the
Optionholder’s estate, by a person who acquired the right
to exercise the Option by bequest or inheritance or by a person
designated to exercise the option upon the Optionholder’s
death, but only within the period ending on the earlier of
(1) the date eighteen (18) months following the date
of death (or such longer or shorter period specified in the
Option Agreement), or (2) the expiration of the term of
such Option as set forth in the Option Agreement. If, after
death, the Option is not exercised within the time specified
herein, the Option shall terminate.
(i) Early Exercise. The Option may, but
need not, include a provision whereby the Optionholder may elect
at any time before the Optionholder’s Continuous Service
terminates to exercise the Option as to any part or all of the
shares of Common Stock subject to the Option prior to the full
vesting of the Option. Any unvested shares of Common Stock so
purchased may be subject to a repurchase option in favor of the
Company or to any other restriction the Board determines to be
appropriate. The Company will not exercise its repurchase option
until at least six (6) months (or such longer or shorter
period of time required to avoid a charge to earnings for
financial accounting purposes) have elapsed following exercise
of the Option unless the Board otherwise specifically provides
in the Option.
This excerpt taken from the EBAY DEF 14A filed Apr 30, 2007. 5. Eligibility.
(a) Eligibility for Specific Stock
Awards. Stock Awards may be granted to Employees
and Consultants.
(b) Consultants.
(i) Consultant shall not be eligible for the grant of a
Stock Award if, at the time of grant, a
Form S-8
Registration Statement under the Securities Act
(“Form S-8”)
is not available to register either the offer or the sale of the
Company’s securities to such Consultant because of the
nature of the services that the Consultant is providing to the
Company, or because the Consultant is not a natural person, or
as otherwise provided by the rules governing the use of
Form S-8.
(ii) Form S-8
generally is available to consultants and advisors only if
(i) they are natural persons; (ii) they provide bona
fide services to the issuer, its parents, its majority-owned
subsidiaries or majority-owned subsidiaries of the issuer’s
parent; and (iii) the services are not in connection with
the offer or sale of securities in a capital-raising
transaction, and do not directly or indirectly promote or
maintain a market for the issuer’s securities.
(c) Section 162(m)
Limitation. Notwithstanding the provisions of
subsection 5(a) hereof and subject to the provisions of
Section 11 relating to adjustments upon changes in the
shares of Common Stock, no Employee shall be eligible to be
granted Stock Awards covering more than four million
(4,000,000)3 shares of Common Stock during any calendar
year.
Each Option shall be in such form and shall contain such terms
and conditions as the Board shall deem appropriate. The
provisions of separate Options need not be identical, but each
Option shall include (through incorporation of provisions hereof
by reference in the Option or otherwise) the substance of each
of the following provisions:
(a) Exercise Price. The exercise price of
each Option shall not be less than one hundred percent (100%) of
the Fair Market Value of the Common Stock subject to the Option
on the date the Option is granted. Notwithstanding the
foregoing, an Option may be granted with an exercise price lower
than that set forth in the preceding sentence if such Option is
granted pursuant to an assumption or substitution for another
option in a manner satisfying the provisions of
Section 424(a) of the Code.
1 Denotes that such share number reflects the stock splits
of eBay’s common stock occurring in 5/00, 8/03 and 2/05.
2 Denotes that such share number reflects the stock split
of eBay’s common stock occurring only in 2/05 because this
provision was approved in 2004.
3 Denotes that such share number reflects the stock split
of eBay’s common stock occurring in 8/03 and 2/05.
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(b) Consideration. The purchase price of
Common Stock acquired pursuant to an Option shall be paid, to
the extent permitted by applicable statutes and regulations,
either (i) in cash at the time the Option is exercised, or
(ii) at the discretion of the Board: (1) by delivery
to the Company, or attestation to the Company of ownership, of
other Common Stock, (2) according to a deferred payment or
other similar arrangement with the Optionholder, whether through
the use of a promissory note or otherwise, or (3) in any
other form of legal consideration that may be acceptable to the
Board; provided, however, that at any time that the Company is
incorporated in Delaware, payment of the Common Stock’s
“par value,” as defined in the Delaware General
Corporation Law, shall not be made by deferred payment.
Unless otherwise specifically provided, the purchase price of
Common Stock acquired pursuant to an Option that is paid by
delivery to the Company, or attestation to the Company of
ownership, of other Common Stock shall be paid only by shares of
the Common Stock of the Company that have been held for more
than six (6) months (or such longer or shorter period of
time required to avoid a charge to earnings for financial
accounting purposes).
(c) Transferability. An Option shall be
transferable to the extent provided in the Option Agreement. If
the Option does not provide for transferability, then the Option
shall not be transferable except by will or by the laws of
descent and distribution and shall be exercisable during the
lifetime of the Optionholder only by the Optionholder.
Notwithstanding the foregoing, the Optionholder may, by
delivering written notice to the Company, in a form satisfactory
to the Company, designate a third party who, in the event of the
death of the Optionholder, shall thereafter be entitled to
exercise the Option.
(d) Vesting Generally. The total number
of shares of Common Stock subject to an Option may, but need
not, vest and therefore become exercisable in periodic
installments that may, but need not, be equal. The Option may be
subject to such other terms and conditions on the time or times
when it may be exercised (which may be based on performance or
other criteria) as the Board may deem appropriate. The vesting
provisions of individual Options may vary. The provisions of
this subsection 6(d) are subject to any Option provisions
governing the minimum number of shares of Common Stock as to
which an Option may be exercised.
(e) Termination of Continuous Service. In
the event an Optionholder’s Continuous Service terminates
(other than upon the Optionholder’s death or Disability),
the Optionholder may exercise his or her Option (to the extent
that the Optionholder was entitled to exercise such Option as of
the date of termination) but only within such period of time
ending on the earlier of (i) the date three (3) months
following the termination of the Optionholder’s Continuous
Service (or such longer or shorter period specified in the
Option Agreement), or (ii) the expiration of the term of
the Option as set forth in the Option Agreement. If, after
termination, the Optionholder does not exercise his or her
Option within the time specified in the Option Agreement, the
Option shall terminate.
(f) Extension of Termination Date. An
Optionholder’s Option Agreement may also provide that if
the exercise of the Option following the termination of the
Optionholder’s Continuous Service (other than upon the
Optionholder’s death or Disability) would be prohibited at
any time solely because the issuance of shares of Common Stock
would violate the registration requirements under the Securities
Act, then the Option shall terminate on the earlier of
(i) the expiration of the term of the Option, or
(ii) the expiration of a period of three (3) months
after the termination of the Optionholder’s Continuous
Service during which the exercise of the Option would not be in
violation of such registration requirements.
(g) Disability of Optionholder. In the
event that an Optionholder’s Continuous Service terminates
as a result of the Optionholder’s Disability, the
Optionholder may exercise his or her Option (to the extent that
the Optionholder was entitled to exercise such Option as of the
date of termination), but only within such period of time ending
on the earlier of (i) the date twelve (12) months
following such termination (or such longer or shorter period
specified in the Option Agreement), or (ii) the expiration
of the term of the Option as set forth in the Option Agreement.
If, after termination, the Optionholder does not exercise his or
her Option within the time specified herein, the Option shall
terminate.
(h) Death of Optionholder. In the event
(i) an Optionholder’s Continuous Service terminates as
a result of the Optionholder’s death or (ii) the
Optionholder dies within the period (if any) specified in the
Option Agreement after the termination of the
Optionholder’s Continuous Service for a reason other than
death, then the Option may be exercised (to the extent the
Optionholder was entitled to exercise such Option as of the date
of death) by the
Table of Contents
Optionholder’s estate, by a person who acquired the right
to exercise the Option by bequest or inheritance or by a person
designated to exercise the option upon the Optionholder’s
death, but only within the period ending on the earlier of
(1) the date eighteen (18) months following the date
of death (or such longer or shorter period specified in the
Option Agreement), or (2) the expiration of the term of
such Option as set forth in the Option Agreement. If, after
death, the Option is not exercised within the time specified
herein, the Option shall terminate.
(i) Early Exercise. The Option may, but
need not, include a provision whereby the Optionholder may elect
at any time before the Optionholder’s Continuous Service
terminates to exercise the Option as to any part or all of the
shares of Common Stock subject to the Option prior to the full
vesting of the Option. Any unvested shares of Common Stock so
purchased may be subject to a repurchase option in favor of the
Company or to any other restriction the Board determines to be
appropriate. The Company will not exercise its repurchase option
until at least six (6) months (or such longer or shorter
period of time required to avoid a charge to earnings for
financial accounting purposes) have elapsed following exercise
of the Option unless the Board otherwise specifically provides
in the Option.
These excerpts taken from the EBAY 10-K filed Feb 28, 2007. Eligibility.
(a) Eligibility for Specific
Options. Incentive Stock Options may be granted
only to Employees. Nonstatutory Stock Options may be granted to
Employees, Directors and Consultants.
(b) Non-Employee
Directors. Notwithstanding the provisions of
subsection 5(a) hereof, a Director who is not an Employee
only may be granted nondiscretionary Options that the
Stockholders have approved as to the following option
provisions: Number of shares, date of automatic grant, term,
exercise price, consideration, vesting schedule, exercise
schedule, and the post-termination exercise periods.
(c) Ten Percent
Stockholders. Notwithstanding the provisions of
subsection 5(a) hereof, a Ten Percent Stockholder shall not
be granted an Incentive Stock Option unless the exercise price
of such Option is at least one hundred ten percent (110%) of the
Fair Market Value of the Common Stock at the date of grant and
the Option is not exercisable after the expiration of five
(5) years from the date of grant.
1 Denotes
that such share number reflects the stock split of eBay’s
common stock occurring in 8/03 and 2/05.
(d) Section 162(m)
Limitation. Notwithstanding the provisions of
subsection 5(a) hereof and subject to the provisions of
Section 10 relating to adjustments upon changes in the
shares of Common Stock, no Employee shall be eligible to be
granted Options covering more than Four Million
(4,000,000)1
shares of Common Stock during any calendar year.
(e) Consultants. Notwithstanding the
provisions of subsection 5(a) hereof, a Consultant shall
not be eligible for the grant of an Option if, at the time of
grant, a
Form S-8
Registration Statement under the Securities Act
(“Form S-8”)
is not available to register either the offer or the sale of the
Company’s securities to such Consultant because of the
nature of the services that the Consultant is providing to the
Company, or because the Consultant is not a natural person, or
as otherwise provided by the rules governing the use of
Form S-8.
5. Eligibility.
(a) Eligibility for Specific Stock
Awards. Stock Awards may be granted to Employees
and Consultants.
(b) Consultants.
(i) Consultant shall not be eligible for the grant of a
Stock Award if, at the time of grant, a
Form S-8
Registration Statement under the Securities Act
(“Form S-8”)
is not available to register either the offer or the sale of the
Company’s securities to such Consultant because of the
nature of the services that the Consultant is providing to the
Company, or because the Consultant is not a natural person, or
as otherwise provided by the rules governing the use of
Form S-8.
(ii) Form S-8
generally is available to consultants and advisors only if
(i) they are natural persons; (ii) they provide bona
fide services to the issuer, its parents, its majority-owned
subsidiaries or majority-owned subsidiaries of the issuer’s
parent; and (iii) the services are not in connection with
the offer or sale of securities
1
Denotes that such share number reflects the stock splits of
eBay’s common stock occurring in 5/00, 8/03 and 2/05.
2
Denotes that such share number reflects the stock split of
eBay’s common stock occurring only in 2/05 because this
provision was approved in 2004.
in a capital-raising transaction, and do not directly or
indirectly promote or maintain a market for the issuer’s
securities.
(c) Section 162(m)
Limitation. Notwithstanding the provisions of
subsection 5(a) hereof and subject to the provisions of
Section 11 relating to adjustments upon changes in the
shares of Common Stock, no Employee shall be eligible to be
granted Options covering more than four million
(4,000,000)1
shares of Common Stock during any calendar year.
This excerpt taken from the EBAY DEF 14A filed Apr 26, 2006. 5. Eligibility.
(a) Eligibility for Specific Options.
Incentive Stock Options may be granted only to Employees.
Nonstatutory Stock Options may be granted to Employees,
Directors and Consultants.
(b) Non-Employee
Directors. Notwithstanding the provisions of
subsection 5(a) hereof, a Director who is not an Employee only
may be granted nondiscretionary Options that the Stockholders
have approved as to the following option provisions: Number of
shares, date of automatic grant, term, exercise price,
consideration, vesting schedule, exercise schedule, and the
post-termination exercise periods.
(c) Ten Percent
Stockholders. Notwithstanding the provisions of
subsection 5(a) hereof, a Ten Percent Stockholder shall not be
granted an Incentive Stock Option unless the exercise price of
such Option is at least one hundred ten percent (110%) of the
Fair Market Value of the Common Stock at the date of grant and
the Option is not exercisable after the expiration of five
(5) years from the date of grant.
(d) Section 162(m)
Limitation. Notwithstanding the provisions of
subsection 5(a) hereof and subject to the provisions of
Section 10 relating to adjustments upon changes in the
shares of Common Stock, no Employee shall be eligible to be
granted Options covering more than Four Million
(4,000,000)1 shares
of Common Stock during any calendar year.
(e) Consultants. Notwithstanding the
provisions of subsection 5(a) hereof, a Consultant shall not be
eligible for the grant of an Option if, at the time of grant, a
Form S-8
Registration Statement under the Securities Act
(“Form S-8”)
is not available to register either the offer or the sale of the
Company’s securities to such Consultant because of the
nature of the services that the Consultant is providing to the
Company, or because the Consultant is not a natural person, or
as otherwise provided by the rules governing the use of
Form S-8.
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This excerpt taken from the EBAY DEF 14A filed May 16, 2005. Eligibility
All active regular full-time and part-time employees who are
notified by the Company are eligible to participate in the eIP.
Employees who participate in other bonus programs, such as any
sales incentive plan, are not eligible to participate in the eIP
unless they are specifically made eligible in writing by an
executive officer of the Company. In addition, the Company may,
in its sole discretion, provide for a payout under the eIP for
any employee who has changed positions and, as a result, may
have been eligible to participate in the eIP and another bonus
program during a quarter. The eIP contains special provisions
for designating additional eligible employees (e.g., new hires)
for participation in the eIP.
The actual number of participants cannot be determined in
advance. However, as of April 1, 2005, we and our
consolidated subsidiaries employed approximately 8,600 persons
(excluding approximately 650 temporary employees), any number of
whom could be selected by the Compensation Committee as eligible
to participate in the eIP.
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