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These excerpts taken from the EBAY 10-K filed Feb 28, 2007. 4. Shares Subject
to the Plan.
(a) Share Reserve. Subject to the
provisions of Section 10 relating to adjustments upon
changes in Common Stock, the Common Stock that may be issued
pursuant to Options shall not exceed in the aggregate Two
Hundred Twenty Two Million
(222,000,000)1
shares of Common Stock.
(b) Reversion of Shares to the Share
Reserve. If any 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 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.
5. Eligibility.
(a) Eligibility for Specific
Options. Incentive Stock Options may be granted
only to Employees. Nonstatutory Stock Options may be granted to
Employees, Directors and Consultants.
(b) Non-Employee
Directors. Notwithstanding the provisions of
subsection 5(a) hereof, a Director who is not an Employee
only may be granted nondiscretionary Options that the
Stockholders have approved as to the following option
provisions: Number of shares, date of automatic grant, term,
exercise price, consideration, vesting schedule, exercise
schedule, and the post-termination exercise periods.
(c) Ten Percent
Stockholders. Notwithstanding the provisions of
subsection 5(a) hereof, a Ten Percent Stockholder shall not
be granted an Incentive Stock Option unless the exercise price
of such Option is at least one hundred ten percent (110%) of the
Fair Market Value of the Common Stock at the date of grant and
the Option is not exercisable after the expiration of five
(5) years from the date of grant.
1 Denotes
that such share number reflects the stock split of eBay’s
common stock occurring in 8/03 and 2/05.
(d) Section 162(m)
Limitation. Notwithstanding the provisions of
subsection 5(a) hereof and subject to the provisions of
Section 10 relating to adjustments upon changes in the
shares of Common Stock, no Employee shall be eligible to be
granted Options covering more than Four Million
(4,000,000)1
shares of Common Stock during any calendar year.
(e) Consultants. Notwithstanding the
provisions of subsection 5(a) hereof, a Consultant shall
not be eligible for the grant of an Option if, at the time of
grant, a
Form S-8
Registration Statement under the Securities Act
(“Form S-8”)
is not available to register either the offer or the sale of the
Company’s securities to such Consultant because of the
nature of the services that the Consultant is providing to the
Company, or because the Consultant is not a natural person, or
as otherwise provided by the rules governing the use of
Form S-8.
4. Shares Subject
to the Plan.
(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 26, 2006. 4. Shares Subject
to the Plan.
(a) Share Reserve. Subject to the
provisions of Section 10 relating to adjustments upon
changes in Common Stock, the Common Stock that may be issued
pursuant to Options shall not exceed in the aggregate Two
Hundred Twenty Two Million
(222,000,000)1 shares
of Common Stock.
(b) Reversion of Shares to the Share
Reserve. If any 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 Option shall revert to and again become
available for issuance under the Plan. If an Optionholder
exercises an Option by attesting to the ownership of shares of
Common Stock in accordance with the provisions of
Section 6(c) below, only the net number of additional
shares issued to the Optionholder shall be deducted from the
share reserve.
(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.
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