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This excerpt taken from the EBAY DEF 14A filed Apr 30, 2007. TERMS
Offerings; Purchase Dates. Under the Purchase
Plan, an offering period will last for
24-months,
comprised of four six-month purchase periods. Under the Purchase
Plan, purchases will be made four times during each offering
period on the last trading day of each purchase period, and the
dates of such purchases shall be “purchase dates.” A
new purchase period will begin the day after a purchase date. A
new twenty-four month offering period will commence on each
May 1st and November 1st during the term of
the Purchase Plan. Our Compensation Committee may change the
frequency and duration of offering periods and purchase dates
under the Purchase Plan.
If the fair market value per share of our common stock on any
purchase date is less than the fair market value per share on
the start date of the two-year offering period, then that
offering period will automatically terminate, and a new
24-month
offering period will begin on the next trading day. All
participants in the terminated offering period will be
transferred to the new offering period.
Price and Payment. Employees electing to
participate in the Purchase Plan will authorize us to
automatically deduct after-tax dollars from each payment until
the employee instructs us to stop the deductions or until the
employee’s employment is terminated. Participants may
contribute between 2% and 10% (in whole percentages) of
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their compensation through payroll deductions, and the
accumulated deductions will be applied to the purchase of whole
shares on each semi-annual purchase date. Compensation for
purposes of the Purchase Plan means an employee’s total
cash wages or salary and performance-based pay, including
without limitation overtime, performance bonuses, commissions,
shift differentials, payments for paid time off, payments in
lieu of notice, compensation deferred under any program or plan,
including, without limitation, pursuant to Section 401(k)
or Section 125 of the Internal Revenue Code, or any other
compensation or remuneration that the Compensation Committee or
our Board of Directors approves as “compensation” in
accordance with Section 423 of the Internal Revenue Code.
For purposes of the Purchase Plan, “compensation” does
not include moving allowances, payments pursuant to a severance
agreement; equalization payments; termination pay (including the
payout of accrued vacation time in connection with any such
termination); relocation allowances; expense reimbursements;
meal allowances; commuting allowances; geographical hardship
pay; any payments (such as guaranteed bonuses in certain foreign
jurisdictions) with respect to which salary reductions are not
permitted by the laws of the applicable jurisdiction);
automobile allowances; sign-on bonuses; nonqualified executive
compensation; any amounts directly or indirectly paid pursuant
to the Purchase Plan or any other stock-based plan, including
without limitation any stock option, stock purchase, deferred
stock unit, or similar plan, of ours or any participating
subsidiary; or any other compensation or remuneration determined
not to be “compensation” by the Board or the
Compensation Committee in accordance with Section 423 of
the Internal Revenue Code.
The purchase price per share will be equal to 85% of the fair
market value per share on the participant’s entry date into
the offering period or, if lower, 85% of the fair market value
per share on the semi-annual purchase date.
The maximum number of shares which may be purchased by any
employee on any single purchase date is 25,000 shares.
The fair market value of a share of our common stock on any date
will equal the closing price of a share of common stock on the
Nasdaq Global Select Market on the date of determination, as
reported in The Wall Street Journal or such other source
as our compensation committee deems reliable. On March 30,
2007, the closing price of our common stock as reported on the
Nasdaq Global Select Market was $33.15 per share.
Termination of Participation. Employees may
end their participation in an offering at any time at least
15 days before a purchase date, and participation ends
automatically on termination of employment with us or one of our
subsidiaries or failure to qualify as an eligible employee. Upon
such termination of the employee’s participation in the
Purchase Plan, such employee’s payroll deductions not
already used to purchase stock under the Purchase Plan will be
returned to the employee.
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