EBay (EBAY)

Participant is and remains Participant’s responsibility and that the Company or an Affiliate (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant or vesting of the RSUs, the subsequent sale of Shares acquired under the Plan and the receipt of dividends or dividend equivalents, if any; and (b) does not commit to structure the terms of the RSUs or any aspect of the RSUs to reduce or eliminate Participant’s liability for Tax-Related Items.

 

Notwithstanding anything to the contrary in the Agreement, the Company shall be entitled to require payment to the Company or an Affiliate of any Tax-Related Items required to be withheld with respect to the issuance of the RSUs, the distribution of Shares with respect thereto, or any other taxable event related to the RSUs. In this regard, and to the extent Participant has not already paid to the Company (or the employing Affiliate) an amount sufficient to cover the Tax-Related Items, Participant authorizes the Company or an Affiliate to have the applicable Company-designated broker to sell on the market a portion of the Shares that have an aggregate market value sufficient to pay the Tax-Related Items (a “Sell to Cover”). Any Sell to Cover arrangement shall be pursuant to terms specified by the Company from time to time. No fractional Shares will be withheld, sold to cover the Tax-Related Items or issued pursuant to the grant of RSUs and the issuance of Shares thereunder; unless determined otherwise by the Company, any additional withholding necessary for this reason will be done by the Company or Affiliate, in its sole discretion, through Participant’s paycheck or other cash compensation paid to Participant by the Company and/or the employing Affiliate or through direct payment by Participant to the Company in the form of cash, check or other cash equivalent.

 

Instead of or in combination with the Sell to Cover withholding method above, Participant authorizes the Company and/or an Affiliate, at their discretion, and in each case to the extent permissible under local law, to satisfy the obligations with regard to all Tax-Related Items legally payable by Participant in one or any combination of the forms specified below:

 

(a) by requiring Participant to pay an amount necessary to pay the Tax-Related Items directly to the Company or an Affiliate in the form of cash, check or other cash equivalent;

 

(b) by the deduction of such amount from wages or other cash compensation payable to Participant by the Company and/or an Affiliate; or

 

(c) to the extent Participant has not already paid to the Company (or the employing Affiliate) an amount sufficient to cover the Tax-Related Items, by withholding a net number of vested whole Shares otherwise issuable having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company or an Affiliate based on the minimum applicable statutory withholding rates.

 

If the Company satisfies the obligation for Tax-Related Items by withholding a number of whole Shares as described in clause (c) above, Participant is deemed to have been issued the full number of Shares subject to the award of RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting of the RSUs.

 

The Company shall not be obligated to deliver any new certificate representing Shares issuable with respect to the RSUs to Participant or Participant’s legal representative unless and until Participant or Participant’s legal representative shall have paid or otherwise satisfied in full the amount of all Tax-Related Items applicable to the taxable income of Participant resulting from the grant of the RSUs, the distribution of the Shares issuable with respect thereto, or any other taxable event related to the RSUs.