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This excerpt taken from the EBAY DEF 14A filed Mar 19, 2009. Equity
Compensation Grant Practices
We do not have any program, plan, or practice to select equity
compensation (including stock option) grant dates in
coordination with the release of material non-public
information, nor do we time the release of information for the
purpose of affecting value. We do not backdate options or grant
options retroactively. For all stock options granted after
January 1, 2006, employees have seven years from the date
of the grant to exercise vested options, assuming they remain an
employee of or service provider to an eBay company and subject
to any requirements of local law.
New Hire Grants. New hire grants of equity
compensation are made to eligible employees in connection with
the commencement of employment. The company has maintained a
rules-based approach to new hire option grants since inception.
From January 2004 to July 2006, grants were made on the Friday
of the first week of employment for employees whose first day of
employment was the first business day of the week and the
following Friday if the employee started on a different day.
Beginning in June 2005, grants of options to purchase
100,000 shares or more (which we refer to as sizeable new
hire grants) were split into two tranches, with the first
tranche granted on the
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Friday following the employee’s first full week of
employment and the second tranche granted on the date
26 weeks from the date of the first grant. In July 2006, we
changed our grant practices to provide that new hire options are
granted on the second Friday of the month following the month in
which employment commences. In all cases, the options are priced
at the closing price of the company’s stock on the date of
grant. These grants generally become fully vested after four
years, with 1/4th of the grant vesting on the first
anniversary of the date of commencement of employment and
1/48th of the grant vesting monthly thereafter. Sizeable
new hire grants are made in two equal tranches, with the first
grant made and priced as described above and the second grant
made and priced at the closing market price on the date
26 weeks from the date of the first grant. Both tranches
vest with respect to 1/4th of the shares on the first
anniversary of the date of commencement of employment and
1/48th of the shares vesting monthly thereafter.
Grants of new hire time-based restricted stock units are granted
on the second Friday of the month following the month in which
employment commences. These grants generally become vested after
four years, with 1/4th of the grant vesting on each
anniversary of the grant date, assuming that the recipient
remains an employee of or service provider to an eBay company
and subject to any requirements of local law.
Focal and Promotional Grants. Focal stock
option grants are awarded on March 1 of each year (or, if
March 1 is not a trading day, the next trading day with
vesting effective as of March 1) and are priced at the
closing market price on the date of the grant. Focal grants of
time-based restricted stock units are granted at the same time
as focal stock option grants. We selected the March 1 date
to allow eBay to close its financial statements for the prior
year, announce earnings for the prior year, and finalize the
performance ratings of employees prior to the determination of
the awards. In addition, we cluster our promotions semiannually
to coincide with our focal grant date and September 1 (or,
if September 1 is not a trading day, the next trading day
with vesting effective as of September 1) and most
promotional grants are therefore made on those two dates. Focal
and promotional stock option grants generally become fully
vested after four years, with 1/8th of the grant vesting
six months after the date of the grant and 1/48th of the
grant vesting monthly thereafter. Focal stock option grants
awarded to executives are priced and granted to executives on
the same date and at the same price that they are priced and
granted to the rest of our employees and have the same four-year
vesting schedule.
Focal and promotional grants of time-based restricted stock
units generally become fully vested after four years, with
1/4th of the grant vesting on March 1 or September 1,
as applicable, assuming they remain an employee of or service
provider to an eBay company and subject to any requirements of
local law.
As discussed above, in January 2008 the Compensation Committee
approved grants of retention equity awards (consisting of
time-based restricted stock units) to certain of our key
employees, including certain of our executive officers. These
awards will become fully vested after three years, with 1/3 of
the grant vesting annually on each of March 1, 2009,
March 1, 2010, and March 1, 2011. The committee
decided to have these awards granted on the same date as the
focal grants in March 2008. Two of our executive officers did
not receive grants in March 2008 in order to ensure that the
company would have an adequate number of shares available under
its equity incentive plans to make all of the company’s
ordinary course equity grants prior to the approval of our 2008
Equity Incentive Award Plan at the 2008 annual meeting of
stockholders. After the 2008 Equity Incentive Award Plan was
approved by stockholders in June 2008, the committee decided to
grant each of these executive officers retention awards as part
of the plan approved in January 2008. These executives received
their grants on the same date the regularly scheduled September
grants were made, and the vesting of these grants was the same
as those granted in March 2008.
This excerpt taken from the EBAY DEF 14A filed Apr 28, 2008. Equity
Compensation Grant Practices
We do not have any program, plan, or practice to select equity
compensation (including stock option) grant dates in
coordination with the release of material non-public
information, nor do we time the release of information for the
purpose of affecting value. We do not backdate options or grant
options retroactively. Initial grants of equity compensation are
made to eligible employees in connection with the commencement
of employment. The company has maintained a rules-based approach
to new hire option grants since inception. From January 2004 to
July 2006, grants were made on the Friday of the first week of
employment for employees whose first day of employment was the
first business day of the week and the following Friday if the
employee started on a different day. Beginning in June 2005,
grants of options to purchase 100,000 shares or more (which
we refer to as sizeable new hire grants) were split into two
tranches, with the first tranche granted on the Friday following
the employee’s first full week of employment and the second
tranche granted on the date 26 weeks from the date of the
first grant. In July 2006, we changed our grant practices to
provide that new hire options are granted on the second Friday
of the month following the month in which employment commences.
In all cases, the options are priced at the closing price of the
company’s stock on the date of grant. These grants
generally become fully vested after four years, with
1/4th of the grant vesting on the first anniversary of the
date of commencement of employment and 1/48th of the grant
vesting monthly thereafter. Sizeable new hire grants are made in
two equal tranches, with the first grant made and priced as
described above and the second grant made and priced at the
closing market price on the date 26 weeks from the date of
the first grant. Both tranches vest with respect to
1/4th of the shares on the first anniversary of the date of
commencement of employment and 1/48th of the shares vesting
monthly thereafter. For all stock options granted after
January 1, 2006, employees have seven years from the date
of the grant to exercise vested options, assuming they remain an
employee of or service provider to an eBay company and subject
to any requirements of local law. Grants of new hire time-based
restricted stock units are granted on the second Friday of the
month following the month in which employment commences. These
grants generally become vested after four years, with
1/4th of the
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grant vesting on each anniversary of the grant date, assuming
that the recipient remains an employee of or service provider to
an eBay company and subject to any requirements of local law.
Focal stock option grants are awarded on March 1 of each year
(or, if March 1 is not a trading day, the next trading day with
vesting effective as of March 1) and are priced at the
closing market price on the date of the grant. Focal grants of
time-based restricted stock units are granted at the same time
as focal stock option grants. We selected the March 1 date to
allow eBay to close its financial statements for the prior year,
announce earnings for the prior year, and finalize the
performance ratings of employees prior to the determination of
the awards. In addition, we cluster our promotions semiannually
to coincide with our focal grant date and September 1 (or, if
September 1 is not a trading day, the next trading day with
vesting effective as of September 1) and most promotional
grants are therefore made on those two dates.
Focal and promotional stock option grants generally become fully
vested after four years, with 1/8th of the grant vesting
six months after the date of the grant and 1/48th of the
grant vesting monthly thereafter. For all stock options granted
after January 1, 2006, employees have seven years from the
date of the grant to exercise vested options, assuming they
remain an employee of or service provider to an eBay company and
subject to any requirements of local law. Focal and promotional
grants of time-based restricted stock units generally become
fully vested after four years, with 1/4th of the grant
vesting on March 1 or September 1, as applicable, assuming
they remain an employee of or service provider to an eBay
company and subject to any requirements of local law
Focal stock option grants awarded to executives are priced and
granted to executives on the same date and at the same price
that they are priced and granted to the rest of our employees
and have the same four-year vesting schedule.
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