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This excerpt taken from the EBAY 10-Q filed Jul 27, 2007. “Rule 16b-3”
means
Rule 16b-3
promulgated under the Exchange Act of any successor to
Rule 16b-3,
as in effect from time to time.
(aa) “Securities Act” means the United
States Securities Act of 1933, as amended.
(bb) “Stock Award” means any right granted
under the Plan, including an option, a stock bonus, a right to
acquire restricted stock and a restricted stock unit award.
(cc) “Stock Award Agreement” means a
written agreement between the Company and a holder of a Stock
Award evidencing the terms and conditions of an individual Stock
Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.
(a) Administration by Board. The Board
shall administer the Plan unless and until the Board delegates
administration to a Committee, as provided in
subsection 3(c).
(b) Powers of Board. The Board shall have
the power, subject to, and within the limitations of, the
express provisions of the Plan:
(i) To determine from time to time which of the persons
eligible under the Plan shall be granted Stock Awards; when and
how each Stock Award shall be granted; what type or combination
of types of Stock Award shall be granted; the provisions of each
Stock Award granted (which need not be identical), including the
time or times when a person shall be permitted to receive Common
Stock pursuant to a Stock Award; and the number of shares of
Common Stock with respect to which a Stock Award shall be
granted to each such person.
(ii) To construe and interpret the Plan and Stock Awards
granted under it, and to establish, amend and revoke rules and
regulations for its administration. The Board, in the exercise
of this power, may correct any defect, omission or inconsistency
in the Plan or in any Stock Award Agreement, in a manner and to
the extent it shall deem necessary or expedient in its sole
discretion to make the Plan fully effective.
(iii) To amend the Plan or a Stock Award as provided in
Section 12.
(iv) To terminate or suspend the Plan as provided in
Section 13.
(v) Generally, to exercise such powers and to perform such
acts as the Board deems necessary or expedient in its sole
discretion to promote the best interests of the Company, which
are not in conflict with the provisions of the Plan.
(c) Delegation to Committee.
(i) General. The Board may delegate
administration of the Plan to a Committee or Committees of one
(1) or more members of the Board, and the term
“Committee” shall apply to any person or persons to
whom such authority has been delegated. If administration is
delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers
theretofore possessed by the Board, including the power to
delegate to a subcommittee of one (1) or more members of
the Board any of the administrative powers the Committee is
authorized to exercise (and references in this Plan to the Board
shall thereafter be to the Committee or subcommittee), subject,
however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by
the Board. The Board may abolish the Committee at any time and
revest in the Board the administration of the Plan.
(ii) Section 162(m) and
Rule 16b-3
Compliance. In the sole discretion of the Board,
a Committee may consist solely of two or more Outside Directors,
in accordance with Section 162(m) of the Code,
and/or
solely of two or more Non-Employee Directors, in accordance with
Rule 16b-3.
Within the scope of such authority, the Board or the Committee
may (1) delegate to a committee of one or more members of
the Board who are not Outside Directors the authority to grant
Stock Awards to eligible persons who are either (a) not
then Covered Employees and are not expected to be Covered
Employees at the time of recognition of income resulting from
such Stock Award or (b) not persons with respect to whom
the Company wishes to comply with Section 162(m) of the
Code and/or
(2) delegate to a committee of one or more members of the
Board who are not Non-Employee Directors the authority to grant
Stock Awards to eligible persons who are not then subject to
Section 16 of the Exchange Act.
(d) Effect of Board’s Decision. All
determinations, interpretations and constructions made by the
Board in good faith shall not be subject to review by anyone and
shall be final, binding and conclusive on all Participants and
any other person having an interest in such determination,
interpretation or construction.
(a) Share Reserve. Subject to the
provisions of Section 11 relating to adjustments upon
changes in Common Stock, the Common Stock that may be issued
pursuant to Stock Awards shall not exceed in the aggregate fifty
two million
(52,000,000)1 shares
of Common Stock. No more than two million
(2,000,000)2
of such shares of Common Stock (subject to adjustment as
provided in Section 11) may be awarded under the Plan
in the aggregate in respect of the Stock Awards pursuant to
Section 7 for which a Participant pays less than Fair
Market Value per share on the date of grant.
(b) Reversion of Shares to the Share
Reserve. If any Stock Option shall for any reason
expire or otherwise terminate, in whole or in part, without
having been exercised in full, the shares of Common Stock not
acquired under such Stock Option shall revert to and again
become available for issuance under the Plan.
(c) Source of Shares. The shares of
Common Stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.
This excerpt taken from the EBAY DEF 14A filed Apr 30, 2007. “Rule 16b-3”
means
Rule 16b-3
promulgated under the Exchange Act of any successor to
Rule 16b-3,
as in effect from time to time.
(aa) “Securities Act” means the United
States Securities Act of 1933, as amended.
(bb) “Stock Award” means any right granted
under the Plan, including an option, a stock bonus, a right to
acquire restricted stock and a restricted stock unit award.
(cc) “Stock Award Agreement” means a
written agreement between the Company and a holder of a Stock
Award evidencing the terms and conditions of an individual Stock
Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.
Table of Contents
(a) Administration by Board. The Board
shall administer the Plan unless and until the Board delegates
administration to a Committee, as provided in
subsection 3(c).
(b) Powers of Board. The Board shall have
the power, subject to, and within the limitations of, the
express provisions of the Plan:
(i) To determine from time to time which of the persons
eligible under the Plan shall be granted Stock Awards; when and
how each Stock Award shall be granted; what type or combination
of types of Stock Award shall be granted; the provisions of each
Stock Award granted (which need not be identical), including the
time or times when a person shall be permitted to receive Common
Stock pursuant to a Stock Award; and the number of shares of
Common Stock with respect to which a Stock Award shall be
granted to each such person.
(ii) To construe and interpret the Plan and Stock Awards
granted under it, and to establish, amend and revoke rules and
regulations for its administration. The Board, in the exercise
of this power, may correct any defect, omission or inconsistency
in the Plan or in any Stock Award Agreement, in a manner and to
the extent it shall deem necessary or expedient in its sole
discretion to make the Plan fully effective.
(iii) To amend the Plan or a Stock Award as provided in
Section 12.
(iv) To terminate or suspend the Plan as provided in
Section 13.
(v) Generally, to exercise such powers and to perform such
acts as the Board deems necessary or expedient in its sole
discretion to promote the best interests of the Company, which
are not in conflict with the provisions of the Plan.
(c) Delegation to Committee.
(i) General. The Board may delegate
administration of the Plan to a Committee or Committees of one
(1) or more members of the Board, and the term
“Committee” shall apply to any person or persons to
whom such authority has been delegated. If administration is
delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers
theretofore possessed by the Board, including the power to
delegate to a subcommittee of one (1) or more members of
the Board any of the administrative powers the Committee is
authorized to exercise (and references in this Plan to the Board
shall thereafter be to the Committee or subcommittee), subject,
however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by
the Board. The Board may abolish the Committee at any time and
revest in the Board the administration of the Plan.
(ii) Section 162(m) and
Rule 16b-3
Compliance. In the sole discretion of the Board,
a Committee may consist solely of two or more Outside Directors,
in accordance with Section 162(m) of the Code,
and/or
solely of two or more Non-Employee Directors, in accordance with
Rule 16b-3.
Within the scope of such authority, the Board or the Committee
may (1) delegate to a committee of one or more members of
the Board who are not Outside Directors the authority to grant
Stock Awards to eligible persons who are either (a) not
then Covered Employees and are not expected to be Covered
Employees at the time of recognition of income resulting from
such Stock Award or (b) not persons with respect to whom
the Company wishes to comply with Section 162(m) of the
Code and/or
(2) delegate to a committee of one or more members of the
Board who are not Non-Employee Directors the authority to grant
Stock Awards to eligible persons who are not then subject to
Section 16 of the Exchange Act.
(d) Effect of Board’s Decision. All
determinations, interpretations and constructions made by the
Board in good faith shall not be subject to review by anyone and
shall be final, binding and conclusive on all Participants and
any other person having an interest in such determination,
interpretation or construction.
Table of Contents
(a) Share Reserve. Subject to the
provisions of Section 11 relating to adjustments upon
changes in Common Stock, the Common Stock that may be issued
pursuant to Stock Awards shall not exceed in the aggregate fifty
two million (52,000,000)1 shares of Common Stock. No more
than two million (2,000,000)2 of such shares of Common Stock
(subject to adjustment as provided in Section 11) may
be awarded under the Plan in the aggregate in respect of the
Stock Awards pursuant to Section 7 for which a Participant
pays less than Fair Market Value per share on the date of grant.
(b) Reversion of Shares to the Share
Reserve. If any Stock Option shall for any reason
expire or otherwise terminate, in whole or in part, without
having been exercised in full, the shares of Common Stock not
acquired under such Stock Option shall revert to and again
become available for issuance under the Plan.
(c) Source of Shares. The shares of
Common Stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.
These excerpts taken from the EBAY 10-K filed Feb 28, 2007. “Rule 16b-3”
means
Rule 16b-3
promulgated under the Exchange Act of any successor to
Rule 16b-3,
as in effect from time to time.
(x) “Securities Act” means the United
States Securities Act of 1933, as amended.
(y) “Stock Award” means any right granted
under the Plan, including an option, a stock bonus, a right to
acquire restricted stock and a restricted stock unit award.
(z) “Stock Award Agreement” means a
written agreement between the Company and a holder of a Stock
Award evidencing the terms and conditions of an individual Stock
Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.
“Rule 16b-3”
means
Rule 16b-3
promulgated under the Exchange Act or any successor to
Rule 16b-3,
as in effect from time to time.
(z) “Securities Act” means the United
States Securities Act of 1933, as amended.
(aa) “Ten Percent Stockholder” means a
person who owns (or is deemed to own pursuant to
Section 424(d) of the Code) stock possessing more than ten
percent (10%) of the total combined voting power of all classes
of stock of the Company or of any of its Affiliates.
This excerpt taken from the EBAY DEF 14A filed Apr 26, 2006. “Rule 16b-3”
means
Rule 16b-3
promulgated under the Exchange Act or any successor to
Rule 16b-3,
as in effect from time to time.
(y) “Securities Act” means the
United States Securities Act of 1933, as amended.
(z) “Ten Percent Stockholder” means
a person who owns (or is deemed to own pursuant to
Section 424(d) of the Code) stock possessing more than ten
percent (10%) of the total combined voting power of all classes
of stock of the Company or of any of its Affiliates.
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