EBay (EBAY)

5.3 Indemnification of Officers and Directors.

(a) Parent shall ensure that all rights to indemnification by the Company existing in favor of those Persons who are or were directors and officers of the Company as of the date of this Agreement (the “Indemnified Persons”) for their acts and omissions as directors and officers of the Company occurring prior to the Acceptance Time as provided in the Articles of Incorporation of the

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Company or in any indemnification agreements between the Company and said Indemnified Persons (in each case, as in effect as of the date of this Agreement), shall survive the consummation of the Contemplated Transactions and shall continue in full force and effect (to the fullest extent such rights to indemnification are available under and consistent with applicable Legal Requirements) for a period of six years from the Acceptance Time (or, if later, the time at which Parent’s designees become directors of the Company in accordance with Korean law). Parent shall cause the Company to honor and perform the Company’s indemnification obligations under the Articles of Incorporation of the Company and in any indemnification agreements between the Company and the Indemnified Persons, in each case: (i) as in effect as of the date of this Agreement; and (ii) in the forms disclosed by the Company to Parent prior to the date of this Agreement.

(b) From the Acceptance Time until the sixth anniversary thereof, Parent shall cause the Company to maintain in effect, for the benefit of those Indemnified Persons who are currently insured under the directors’ and officers’ liability insurance maintained by the Company as of the date of this Agreement in the form delivered by the Company to Parent prior to the date of this Agreement (the “Existing D&O Policy”) with respect to their acts and omissions as directors and officers of the Company occurring prior to the Acceptance Time, the Existing D&O Policy, to the extent that directors’ and officers’ liability insurance coverage is commercially available on commercially reasonable terms; provided, however, that: (i) the Company may substitute for the Existing D&O Policy a policy or policies of comparable coverage; and (ii) the Company shall not be required to pay annual premiums for the Existing D&O Policy (or for any substitute policies) in excess of the amount set forth on Schedule 5.3(b) (such amount being referred to herein as the “Maximum Premium”). In the event any future annual premiums for the Existing D&O Policy (or any substitute policies) exceed the Maximum Premium in the aggregate, the Company shall be entitled to reduce the amount of coverage of the Existing D&O Policy (or any substitute policies) to the amount of coverage that can be obtained for a premium equal to the Maximum Premium. The provisions of this Section 5.3(b) shall be deemed to have been satisfied if “tail” policies have been or are obtained that provide such directors and officers with coverage comparable to the coverage provided by the Existing D&O Policy for an aggregate period of six years following the Acceptance Time (and the Company may, if it obtains the prior written consent of Parent, obtain such a “tail” policy prior to the Acceptance Time, provided that the cost thereof shall not exceed the Maximum Premium).

(c) The obligations under this Section 5.3 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons shall be third party beneficiaries of this Section 5.3), and in the event that Parent or Acquisition Sub consolidates or merges with any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger, then Parent shall make proper provision so that the continuing or surviving corporation or entity shall assume the obligations set forth in this Section 5.3.