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This excerpt taken from the EBAY DEF 14A filed Mar 19, 2009. Implementing
the Option Exchange
We have not commenced the option exchange and will not do so
unless our stockholders approve this proposal to amend certain
of our equity incentive plans to permit the option exchange and
Proposal 3 to increase the number of shares of common stock
reserved for issuance under the 2008 Plan. Our Board authorized
the option exchange on March 4, 2009, subject to such
stockholder approval. If this proposal is approved, and our
Board, Compensation Committee or CEO determines to implement the
option exchange, the option exchange would commence within
12 months of the date of the Annual Meeting.
If stockholders approve this proposal to amend certain of our
equity incentive plans and Proposal 3 and the Board,
Compensation Committee or CEO determines to commence the option
exchange, eligible employees will be offered the opportunity to
participate in the option exchange pursuant to a written offer
that will be distributed to all eligible employees. Eligible
employees will be given at least 20 business days in which to
accept the offer of the new
Table of Contents
RSUs in exchange for the surrender of their eligible options.
The surrendered options will be cancelled on the first business
day following this election period. The new RSUs will be granted
under the 2008 Plan on the date of cancellation of the
surrendered options. In those limited cases where new options
will be granted or cash payments made in exchange for
surrendered options, such grants or payments also will be made
on the date of the cancellation of the surrendered options. The
shares of our common stock subject to surrendered options will
not be available for future issuance under our equity incentive
plans once the surrendered options are cancelled.
Prior to commencement of the option exchange, we will file the
offer to exchange with the SEC as part of a tender offer
statement on Schedule TO. Eligible employees, as well as
stockholders and members of the public, will be able to review
the offer to exchange and other related documents filed by us
with the SEC free of charge on the SEC’s website at
www.sec.gov.
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