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EBAY » Topics » TERMS OF STOCK BONUSES, RESTRICTED STOCK UNITS, AND RESTRICTED STOCK PURCHASE AWARDS

This excerpt taken from the EBAY DEF 14A filed Apr 30, 2007.
TERMS OF STOCK BONUSES, RESTRICTED STOCK UNITS, AND RESTRICTED STOCK PURCHASE AWARDS
 
Payment.  The Board determines the purchase price of our stock under a restricted stock purchase award. However, the Board may award stock bonuses and restricted stock units in consideration of past services without a purchase payment. The Board also determines whether a restricted stock unit will be settled in cash or shares of common stock, or a combination thereof. The participant must make any required purchase payment either in cash or, if allowed by the Board, by delivery of other shares of our common stock, pursuant to a deferred payment arrangement or in any other form of legal consideration acceptable to the Board. To date, the Board has not made any grants of stock bonuses, restricted stock units or restricted stock purchase awards under the 1999 Plan. No more than 2,000,000 shares of common stock may be granted in the aggregate under full value awards that provide for payment of less than 100% of the fair market value of the common stock on the date of grant. Moreover, no


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employee is eligible to be granted awards (including both full value awards and options) covering more than 4,000,000 shares of common stock during any calendar year.
 
Vesting.  Shares of stock sold or awarded under the 1999 Plan, if any, may, but need not be, subject to a repurchase option in favor of eBay in accordance with a vesting schedule as determined by the Board. The Board has the power to accelerate the vesting of stock acquired pursuant to a restricted stock purchase award or stock bonus award under the 1999 Plan. In March 2007, the Board amended the 1999 Plan to reference the following specific performance criteria as ones on which performance vesting targets for full value awards under the 1999 Plan may, but need not, be based:
 
  •  trading volume
 
  •  users
 
  •  gross merchandise volume
 
  •  total payment volume
 
  •  revenue
 
  •  operating income
 
  •  EBITDA and/or net earnings
 
  •  net income (either before or after taxes)
 
  •  earnings per share
 
  •  return on net assets
 
  •  return on gross assets
 
  •  return on equity
 
  •  return on invested capital
 
  •  cash flow (including, but not limited to, operating cash flow and free cash flow)
 
  •  net or operating margins
 
  •  economic profit
 
  •  Common Stock price appreciation
 
  •  total stockholder returns
 
  •  employee productivity
 
  •  customer satisfaction metrics
 
  •  debt to equity ratio
 
  •  market capitalization
 
  •  market capitalization to employee ratio
 
  •  market capitalization to revenue ratio
 
Any of the foregoing may be measured in absolute terms, in terms of growth, as compared to any incremental increase, or as compared to results of a peer group, and may be calculated on a pro forma basis or in accordance with generally accepted accounting principles.
 
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