This excerpt taken from the EBAY DEF 14A filed May 16, 2005.
General and Administration
The eIP provides for a quarterly and annual bonus to eligible eBay employees. The Compensation Committee will be responsible for administering the eIP. The members of the Compensation Committee (or the sub-committee selected to administer the eIP) must qualify as outside directors under Section 162(m) of the Code in order for Incentive Awards to covered employees to qualify as deductible performance-based compensation under the Code. The Compensation Committee will have complete and absolute authority to make decisions regarding the administration of the eIP, including interpreting the terms and provisions, and establishing,
adjusting or paying Incentive Awards, even if those actions result in the non-deductibility of those awards. Under the eIP, no participant may receive an award of more than $3,000,000 (or the equivalent amount of equity, based on fair market value on the date of grant) in any fiscal year.