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This excerpt taken from the EBAY DEF 14A filed Mar 19, 2009. Text of
Amendments to Existing Equity Plans
In order to permit us to implement the option exchange in
compliance with our existing equity incentive plans and
applicable Nasdaq listing rules, our Compensation Committee
recommended and our Board approved amendments to certain of our
equity incentive plans, subject to approval of the amendments by
our stockholders. We are seeking stockholder approval to amend
the following existing equity incentive plans, which we refer to
hereinafter as the amended equity incentive plans: the 2008
Plan, eBay Inc. 2001 Equity Incentive Plan, eBay Inc. 1999
Global Equity Incentive Plan, eBay Inc. 1998 Equity Incentive
Plan and Shopping.com Ltd. 2004 Equity Incentive Plan, to
provide for the option exchange notwithstanding any provision to
the contrary in the respective plan. The amendments will read
substantially as follows:
Notwithstanding any other provision of the Plan to the contrary,
upon approval of this amendment by the Company’s
stockholders in accordance with the terms of this Plan, our
Board of Directors or Compensation Committee may provide for,
and the Company may implement, a one-time-only option exchange
offer, pursuant to which certain outstanding Options could, at
the election of the person holding such Option, be tendered to
the Company for cancellation in exchange for the issuance of a
lesser amount of restricted stock units, stock options or cash
payments, provided that such one-time-only option
exchange offer is commenced within 12 months of the date of
such stockholder approval.
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