exv10w04



 





 




    Exhibit 10.04



 




    eBay
    Inc.



 




    1998
    EQUITY INCENTIVE PLAN



 




    Adopted
    July 10, 1998

    Amended and Restated Effective as of January 10,
    2007



 


 



    1.  PURPOSE.  The purpose of
    this Plan is to provide incentives to attract, retain and
    motivate eligible persons whose present and potential
    contributions are important to the success of the Company, its
    Parent and Subsidiaries, by offering them an opportunity to
    participate in the Company’s future performance through
    awards of Options, Restricted Stock and Stock Bonuses.
    Capitalized terms not defined in the text are defined in
    Section 24.



 



    2.  SHARES SUBJECT TO THE PLAN.



 



    2.1  Number of
    Shares Available.  Subject to
    Sections 2.2 and 19, the total number of Shares
    reserved and available for grant and issuance pursuant to this
    Plan will be
    108,000,0001 Shares
    plus Shares that are subject to: (a) issuance upon exercise
    of an Option but cease to be subject to such Option for any
    reason other than exercise of such Option; (b) an Award
    granted hereunder but are forfeited or are repurchased by the
    Company at the original issue price; and (c) an Award that
    otherwise terminates without Shares being issued. In addition,
    any authorized shares not issued or subject to outstanding
    grants under the Company’s 1996 Stock Option Plan or 1997
    Stock Option Plan (the “Prior Plans”) on
    the Effective Date (as defined below) and any shares issued
    under the Prior Plans that are forfeited or repurchased by the
    Company or that are issuable upon exercise of options granted
    pursuant to the Prior Plans that expire or become unexercisable
    for any reason without having been exercised in full, will no
    longer be available for grant and issuance under the Prior
    Plans, but will be available for grant and issuance under this
    Plan. At all times the Company shall reserve and keep available
    a sufficient number of Shares as shall be required to satisfy
    the requirements of all outstanding Options granted under this
    Plan and all other outstanding but unvested Awards granted under
    this Plan.



 



    2.2  Adjustment of Shares.



 



    (a) In the event that any dividend or other distribution,
    reorganization, merger, consolidation, combination, repurchase,
    or exchange of Common Stock or other securities of the Company,
    or other change in the corporate structure of the Company
    affecting the Company’s Common Stock (other than an Equity
    Restructuring) occurs such that an adjustment is determined by
    the Committee (in its sole discretion) to be appropriate in
    order to prevent dilution or enlargement of the benefits or
    potential benefits intended to be made available under the Plan,
    then the Committee shall, in such manner as it may deem
    equitable, adjust the number and class of Common Stock which may
    be delivered under the Plan, the number of Shares covered by
    each outstanding Award, the Exercise Price per Share of each
    outstanding Option, and the numerical limits of Section 2.1.



 



    (b) In connection with the occurrence of any Equity
    Restructuring, and notwithstanding anything to the contrary in
    Sections 2.2(a) and 19, the number and type of
    securities subject to each outstanding Award and the Exercise
    Price of each outstanding Option will be equitably adjusted by
    the Committee. The adjustments provided under this
    Section 2.2(b) shall be nondiscretionary and shall be final
    and binding on the affected Participant and the Company.



 



    3.  ELIGIBILITY.  ISOs (as
    defined in Section 5 below) may be granted only to
    employees (including officers and directors who are also
    employees) of the Company or of a Parent or Subsidiary of the
    Company. All other Awards may be granted to employees, officers,
    directors, consultants, independent contractors and advisors of
    the Company or any Parent or Subsidiary of the Company;
    provided such consultants, contractors and advisors
    render bona fide services not in connection with the offer and
    sale of securities in a capital-raising transaction. No person
    will be eligible to receive more than
    24,000,0001
    Shares in any calendar year under this Plan pursuant to the


 

 


    1  Denotes
    that such share number reflects the stock splits of eBay’s
    common stock occurring in 3/99, 5/00,
    8/03, and
    2/05.













 






    grant of Awards hereunder, other than new employees of the
    Company or of a Parent or Subsidiary of the Company (including
    new employees who are also officers and directors of the Company
    or any Parent or Subsidiary of the Company), who are eligible to
    receive up to a maximum of 48,000,0001 Shares in the
    calendar year in which they commence their employment. A person
    may be granted more than one Award under this Plan.



 



    4. ADMINISTRATION.



 



    4.1  Committee
    Authority.  This Plan will be administered by
    the Committee or by the Board acting as the Committee. Subject
    to the general purposes, terms and conditions of this Plan, and
    to the direction of the Board, the Committee will have full
    power to implement and carry out this Plan. Without limitation,
    the Committee will have the authority to:



 



    (a) construe and interpret this Plan, any Award Agreement
    and any other agreement or document executed pursuant to this
    Plan;



 



    (b) prescribe, amend and rescind rules and regulations
    relating to this Plan or any Award;



 



    (c) select persons to receive Awards;



 



    (d) determine the form and terms of Awards;



 



    (e) determine the number of Shares or other consideration
    subject to Awards;



 



    (f) determine whether Awards will be granted singly, in
    combination with, in tandem with, in replacement of, or as
    alternatives to, other Awards under this Plan or any other
    incentive or compensation plan of the Company or any Parent or
    Subsidiary of the Company;



 



    (g) grant waivers of Plan or Award conditions;



 



    (h) determine the vesting, exercisability and payment of
    Awards;



 



    (i) correct any defect, supply any omission or reconcile
    any inconsistency in this Plan, any Award or any Award Agreement;



 



    (j) determine whether an Award has been earned; and



 



    (k) make all other determinations necessary or advisable
    for the administration of this Plan.



 



    4.2  Committee
    Discretion.  Any determination made by the
    Committee with respect to any Award will be made in its sole
    discretion at the time of grant of the Award or, unless in
    contravention of any express term of this Plan or Award, at any
    later time, and such determination will be final and binding on
    the Company and on all persons having an interest in any Award
    under this Plan. The Committee may delegate to one or more
    officers of the Company the authority to grant an Award under
    this Plan to Participants who are not Insiders of the Company.



 



    5.  OPTIONS.  The Committee
    may grant Options to eligible persons and will determine whether
    such Options will be Incentive Stock Options within the meaning
    of the Code (“ISO”) or Nonqualified
    Stock Options (“NQSOs”), the number of
    Shares subject to the Option, the Exercise Price of the Option,
    the period during which the Option may be exercised, and all
    other terms and conditions of the Option, subject to the
    following:



 



    5.1  Form of Option
    Grant.  Each Option granted under this Plan
    will be evidenced by an Award Agreement which will expressly
    identify the Option as an ISO or an NQSO (“Stock
    Option Agreement”), and will be in such form and
    contain such provisions (which need not be the same for each
    Participant) as the Committee may from time to time approve, and
    which will comply with and be subject to the terms and
    conditions of this Plan.



 



    5.2  Date of Grant.  The date
    of grant of an Option will be the date on which the Committee
    makes the determination to grant such Option, unless otherwise
    specified by the Committee. The Stock Option Agreement and a
    copy of this Plan will be delivered to the Participant within a
    reasonable time after the granting of the Option.




    

    2








 





 



    5.3  Exercise Period.  Options
    may be exercisable within the times or upon the events
    determined by the Committee as set forth in the Stock Option
    Agreement governing such Option; provided,
    however, that no Option will be exercisable after the
    expiration of ten (10) years from the date the Option is
    granted; and provided further that no ISO granted to a
    person who directly or by attribution owns more than ten percent
    (10%) of the total combined voting power of all classes of stock
    of the Company or of any Parent or Subsidiary of the Company
    (“Ten Percent Stockholder”) will be
    exercisable after the expiration of five (5) years from the
    date the ISO is granted. The Committee also may provide for
    Options to become exercisable at one time or from time to time,
    periodically or otherwise, in such number of Shares or
    percentage of Shares as the Committee determines.



 



    5.4  Exercise Price.  The
    Exercise Price of an Option will be determined by the Committee
    when the Option is granted and may be not less than 85% of the
    Fair Market Value of the Shares on the date of grant; provided
    that: (i) the Exercise Price of an ISO will be not less
    than 100% of the Fair Market Value of the Shares on the date of
    grant; and (ii) the Exercise Price of any ISO granted to a
    Ten Percent Stockholder will not be less than 110% of the Fair
    Market Value of the Shares on the date of grant. Payment for the
    Shares purchased may be made in accordance with Section 9
    of this Plan.



 



    5.5  Method of
    Exercise.  Options may be exercised only by
    delivery to the Company of a written stock option exercise
    agreement (the “Exercise Agreement”) in
    a form approved by the Committee (which need not be the same for
    each Participant), stating the number of Shares being purchased,
    the restrictions imposed on the Shares purchased under such
    Exercise Agreement, if any, and such representations and
    agreements regarding Participant’s investment intent and
    access to information and other matters, if any, as may be
    required or desirable by the Company to comply with applicable
    securities laws, together with payment in full of the Exercise
    Price for the number of Shares being purchased.



 



    5.6  Termination.  Notwithstanding
    the exercise periods set forth in the Stock Option Agreement,
    exercise of an Option will always be subject to the following:



 



    (a) If the Participant is Terminated for any reason except
    death or Disability, then the Participant may exercise such
    Participant’s Options only to the extent that such Options
    would have been exercisable upon the Termination Date no later
    than three (3) months after the Termination Date (or such
    shorter or longer time period not exceeding five (5) years
    as may be determined by the Committee, with any exercise beyond
    three (3) months after the Termination Date deemed to be an
    NQSO), but in any event, no later than the expiration date of
    the Options.



 



    (b) If the Participant is Terminated because of
    Participant’s death or Disability (or the Participant dies
    within three (3) months after a Termination other than for
    Cause or because of Participant’s Disability), then
    Participant’s Options may be exercised only to the extent
    that such Options would have been exercisable by Participant on
    the Termination Date and must be exercised by Participant (or
    Participant’s legal representative or authorized assignee)
    no later than twelve (12) months after the Termination Date
    (or such shorter or longer time period not exceeding five
    (5) years as may be determined by the Committee, with any
    such exercise beyond (a) three (3) months after the
    Termination Date when the Termination is for any reason other
    than the Participant’s death or Disability, or
    (b) twelve (12) months after the Termination Date when
    the Termination is for Participant’s death or Disability,
    deemed to be an NQSO), but in any event no later than the
    expiration date of the Options.



 



    (c) Notwithstanding the provisions in paragraph 5.6(a)
    above, if a Participant is terminated for Cause, neither the
    Participant, the Participant’s estate nor such other person
    who may then hold the Option shall be entitled to exercise any
    Option with respect to any Shares whatsoever, after termination
    of service, whether or not after termination of service the
    Participant may receive payment from the Company or Subsidiary
    for vacation pay, for services rendered prior to termination,
    for services rendered for the day on which termination occurs,
    for salary in lieu of notice, or for any other benefits. In
    making such determination, the Board shall give the Participant
    an opportunity to present to the Board evidence on his behalf.
    For the purpose of this paragraph, termination of service shall
    be deemed to occur on the date when the Company dispatches
    notice or advice to the Participant that his service is
    terminated.




    

    3








 





 



    5.7  Limitations on
    Exercise.  The Committee may specify a
    reasonable minimum number of Shares that may be purchased on any
    exercise of an Option, provided that such minimum number will
    not prevent Participant from exercising the Option for the full
    number of Shares for which it is then exercisable.



 



    5.8  Limitations on ISO.  The
    aggregate Fair Market Value (determined as of the date of grant)
    of Shares with respect to which ISO are exercisable for the
    first time by a Participant during any calendar year (under this
    Plan or under any other incentive stock option plan of the
    Company, Parent or Subsidiary of the Company) will not exceed
    $100,000. If the Fair Market Value of Shares on the date of
    grant with respect to which ISO are exercisable for the first
    time by a Participant during any calendar year exceeds $100,000,
    then the Options for the first $100,000 worth of Shares to
    become exercisable in such calendar year will be ISO and the
    Options for the amount in excess of $100,000 that become
    exercisable in that calendar year will be NQSOs. In the event
    that the Code or the regulations promulgated thereunder are
    amended after the Effective Date of this Plan to provide for a
    different limit on the Fair Market Value of Shares permitted to
    be subject to ISO, such different limit will be automatically
    incorporated herein and will apply to any Options granted after
    the effective date of such amendment.



 



    5.9  Modification, Extension or
    Renewal.  The Committee may modify, extend or
    renew outstanding Options and authorize the grant of new Options
    in substitution therefor, provided that any such action may not,
    without the written consent of a Participant, impair any of such
    Participant’s rights under any Option previously granted.
    Any outstanding ISO that is modified, extended, renewed or
    otherwise altered will be treated in accordance with
    Section 424(h) of the Code. The Committee may reduce the
    Exercise Price of outstanding Options without the consent of
    Participants affected by a written notice to them;
    provided, however, that the Exercise Price may not
    be reduced below the minimum Exercise Price that would be
    permitted under Section 5.4 of this Plan for Options
    granted on the date the action is taken to reduce the Exercise
    Price.



 



    5.10  No
    Disqualification.  Notwithstanding any other
    provision in this Plan, no term of this Plan relating to ISO
    will be interpreted, amended or altered, nor will any discretion
    or authority granted under this Plan be exercised, so as to
    disqualify this Plan under Section 422 of the Code or,
    without the consent of the Participant affected, to disqualify
    any ISO under Section 422 of the Code.



 



    6.  RESTRICTED STOCK.  A
    Restricted Stock Award is an offer by the Company to sell to an
    eligible person Shares that are subject to restrictions. The
    Committee will determine to whom an offer will be made, the
    number of Shares the person may purchase, the price to be paid
    (the “Purchase Price”), the restrictions
    to which the Shares will be subject, and all other terms and
    conditions of the Restricted Stock Award, subject to the
    following:



 



    6.1  Form of Restricted Stock
    Award.  All purchases under a Restricted Stock
    Award made pursuant to this Plan will be evidenced by an Award
    Agreement (“Restricted Stock Purchase
    Agreement”) that will be in such form (which need
    not be the same for each Participant) as the Committee will from
    time to time approve, and will comply with and be subject to the
    terms and conditions of this Plan. The offer of Restricted Stock
    will be accepted by the Participant’s execution and
    delivery of the Restricted Stock Purchase Agreement and full
    payment for the Shares to the Company within thirty
    (30) days from the date the Restricted Stock Purchase
    Agreement is delivered to the person. If such person does not
    execute and deliver the Restricted Stock Purchase Agreement
    along with full payment for the Shares to the Company within
    thirty (30) days, then the offer will terminate, unless
    otherwise determined by the Committee.



 



    6.2  Purchase Price.  The
    Purchase Price of Shares sold pursuant to a Restricted Stock
    Award will be determined by the Committee on the date the
    Restricted Stock Award is granted, except in the case of a sale
    to a Ten Percent Stockholder, in which case the Purchase Price
    will be 100% of the Fair Market Value. Payment of the Purchase
    Price may be made in accordance with Section 9 of this Plan.



 



    6.3  Terms of Restricted Stock
    Awards.  Restricted Stock Awards shall be
    subject to such restrictions as the Committee may impose. These
    restrictions may be based upon completion of a specified number
    of years of service with the Company or upon completion of the
    performance goals as set out in advance in the
    Participant’s individual Restricted Stock Purchase
    Agreement. Restricted Stock Awards may vary from Participant to
    Participant and between groups of Participants. Prior to the
    grant of a Restricted Stock Award,




    

    4








 






    the Committee shall: (a) determine the nature, length and
    starting date of any Performance Period for the Restricted Stock
    Award; (b) select from among the Performance Factors to be
    used to measure performance goals, if any; and
    (c) determine the number of Shares that may be awarded to
    the Participant. Prior to the payment of any Restricted Stock
    Award, the Committee shall determine the extent to which such
    Restricted Stock Award has been earned. Performance Periods may
    overlap and Participants may participate simultaneously with
    respect to Restricted Stock Awards that are subject to different
    Performance Periods and having different performance goals and
    other criteria.



 



    6.4  Termination During Performance
    Period.  If a Participant is Terminated during
    a Performance Period for any reason, then such Participant will
    be entitled to payment (whether in Shares, cash or otherwise)
    with respect to the Restricted Stock Award only to the extent
    earned as of the date of Termination in accordance with the
    Restricted Stock Purchase Agreement, unless the Committee will
    determine otherwise.



 



    7.  RESTRICTED STOCK UNITS.



 



    7.1  Awards of Restricted Stock
    Units.  The Committee is authorized to make
    awards of Restricted Stock Units to any eligible person selected
    by the Committee in such amounts and subject to such terms and
    conditions as the Committee shall deem appropriate. On the
    maturity date of a Restricted Stock Unit, the Company shall
    transfer to the Participant one unrestricted, fully transferable
    share of Common Stock for each Restricted Stock Unit scheduled
    to be paid out on such date and not previously forfeited.



 



    7.2  Form of Restricted Stock Unit
    Award.  All Awards of Restricted Stock Units
    made pursuant to this Plan will be evidenced by an Award
    Agreement (“Restricted Stock Unit
    Agreement”) that will be in such form (which need
    not be the same for each Participant) as the Committee will from
    time to time approve, and will comply with and be subject to the
    terms and conditions of this Plan.



 



    7.3  Terms of Restricted Stock Unit
    Awards.  Restricted Stock Units shall be
    subject to such terms and conditions as the Committee may
    impose. These terms and conditions may include restrictions
    based upon completion of a specified period of service with the
    Company or upon completion of the performance goals as set out
    in advance in the Participant’s individual Restricted Stock
    Unit Agreement. The terms of Restricted Stock Units may vary
    from Participant to Participant and between groups of
    Participants. Prior to the grant of a Restricted Stock Unit
    Award, the Committee shall: (a) determine the nature,
    length and starting date of any Performance Period for the
    Restricted Stock Unit; (b) select from among the
    Performance Factors to be used to measure performance goals, if
    any; and (c) determine the number of Shares that may be
    awarded to the Participant pursuant to such Restricted Stock
    Unit. Prior to the issuance of any Shares pursuant to any
    Restricted Stock Unit, the Committee shall determine the extent
    to which such Restricted Stock Unit has been earned. Performance
    Periods may overlap and Participants may participate
    simultaneously with respect to Restricted Stock Units that are
    subject to different Performance Periods and having different
    performance goals and other criteria.



 



    7.4  Termination During Performance
    Period.  If a Participant is Terminated during
    a Performance Period for any reason, then such Participant will
    be entitled to payment (whether in Shares, cash or otherwise)
    with respect to the Restricted Stock Unit only to the extent
    earned as of the date of Termination in accordance with the
    Restricted Stock Unit Agreement, unless the Committee will
    determine otherwise.



 



    8.  STOCK BONUSES.



 



    8.1  Awards of Stock
    Bonuses.  A Stock Bonus is an award of Shares
    (which may consist of Restricted Stock) for services rendered to
    the Company or any Parent or Subsidiary of the Company. A Stock
    Bonus may be awarded for past services already rendered to the
    Company, or any Parent or Subsidiary of the Company pursuant to
    an Award Agreement (the “Stock Bonus
    Agreement”) that will be in such form (which need
    not be the same for each Participant) as the Committee will from
    time to time approve, and will comply with and be subject to the
    terms and conditions of this Plan. A Stock Bonus may be awarded
    upon satisfaction of such performance goals as are set out in
    advance in the Participant’s individual Award Agreement
    (the “Performance Stock Bonus
    Agreement”) that will be in such form (which need
    not be the same for each Participant) as the Committee will from
    time to time approve, and will comply with and be subject to the
    terms and conditions of this Plan. Stock Bonuses may vary from
    Participant to Participant and between groups of




    

    5








 






    Participants, and may be based upon the achievement of the
    Company, Parent or Subsidiary
    and/or
    individual performance factors or upon such other criteria as
    the Committee may determine.



 



    8.2  Terms of Stock
    Bonuses.  The Committee will determine the
    number of Shares to be awarded to the Participant. If the Stock
    Bonus is being earned upon the satisfaction of performance goals
    pursuant to a Performance Stock Bonus Agreement, then the
    Committee will: (a) determine the nature, length and
    starting date of any Performance Period for each Stock Bonus;
    (b) select from among the Performance Factors to be used to
    measure the performance, if any; and (c) determine the
    number of Shares that may be awarded to the Participant. Prior
    to the payment of any Stock Bonus, the Committee shall determine
    the extent to which such Stock Bonuses have been earned.
    Performance Periods may overlap and Participants may participate
    simultaneously with respect to Stock Bonuses that are subject to
    different Performance Periods and different performance goals
    and other criteria. The number of Shares may be fixed or may
    vary in accordance with such performance goals and criteria as
    may be determined by the Committee. The Committee may adjust the
    performance goals applicable to the Stock Bonuses to take into
    account changes in law and accounting or tax rules and to make
    such adjustments as the Committee deems necessary or appropriate
    to reflect the impact of extraordinary or unusual items, events
    or circumstances to avoid windfalls or hardships.



 



    8.3  Form of Payment.  The
    earned portion of a Stock Bonus may be paid currently or on a
    deferred basis with such interest or dividend equivalent, if
    any, as the Committee may determine. Payment may be made in the
    form of cash or whole Shares or a combination thereof, either in
    a lump sum payment or in installments, all as the Committee will
    determine.



 



    9.  PAYMENT FOR SHARE PURCHASES.



 



    9.1  Payment.  Payment for
    Shares purchased pursuant to this Plan may be made in cash (by
    check) or, where expressly approved for the Participant by the
    Committee and where permitted by law:



 



    (a) by cancellation of indebtedness of the Company to the
    Participant;



 



    (b) by surrender of shares that either: (1) have been
    owned by Participant for more than six (6) months and have
    been paid for within the meaning of SEC Rule 144 (and, if
    such shares were purchased from the Company by use of a
    promissory note, such note has been fully paid with respect to
    such shares); or (2) were obtained by Participant in the
    public market;



 



    (c) by tender of a full recourse promissory note having
    such terms as may be approved by the Committee and bearing
    interest at a rate sufficient to avoid imputation of income
    under Sections 483 and 1274 of the Code; provided,
    however, that Participants who are not employees or
    directors of the Company will not be entitled to purchase Shares
    with a promissory note unless the note is adequately secured by
    collateral other than the Shares;



 



    (d) by waiver of compensation due or accrued to the
    Participant for services rendered;



 



    (e) with respect only to purchases upon exercise of an
    Option, and provided that a public market for the Company’s
    stock exists:



 



    (1) through a “same day sale” commitment from the
    Participant and a broker-dealer that is a member of the National
    Association of Securities Dealers (an “NASD
    Dealer”) whereby the Participant irrevocably elects
    to exercise the Option and to sell a portion of the Shares so
    purchased to pay for the Exercise Price, and whereby the NASD
    Dealer irrevocably commits upon receipt of such Shares to
    forward the Exercise Price directly to the Company; or



 



    (2) through a “margin” commitment from the
    Participant and a NASD Dealer whereby the Participant
    irrevocably elects to exercise the Option and to pledge the
    Shares so purchased to the NASD Dealer in a margin account as
    security for a loan from the NASD Dealer in the amount of the
    Exercise Price, and whereby the NASD Dealer irrevocably commits
    upon receipt of such Shares to forward the Exercise Price
    directly to the Company; or



 



    (f) by any combination of the foregoing.




    

    6








 





 



    9.2  Loan Guarantees.  The
    Committee may help the Participant pay for Shares purchased
    under this Plan by authorizing a guarantee by the Company of a
    third-party loan to the Participant.



 



    10.  WITHHOLDING TAXES.



 



    10.1  Withholding
    Generally.  Whenever Shares are to be issued
    in satisfaction of Awards granted under this Plan, the Company
    may require the Participant to remit to the Company an amount
    sufficient to satisfy federal, state and local withholding tax
    requirements prior to the delivery of any certificate or
    certificates for such Shares. Whenever, under this Plan,
    payments in satisfaction of Awards are to be made in cash, such
    payment will be net of an amount sufficient to satisfy federal,
    state, and local withholding tax requirements.



 



    10.2  Stock
    Withholding.  When, under applicable tax laws,
    a Participant incurs tax liability in connection with the
    exercise or vesting of any Award that is subject to tax
    withholding and the Participant is obligated to pay the Company
    the amount required to be withheld, the Committee may in its
    sole discretion allow the Participant to satisfy the minimum
    withholding tax obligation by electing to have the Company
    withhold from the Shares to be issued that number of Shares
    having a Fair Market Value equal to the minimum amount required
    to be withheld, determined on the date that the amount of tax to
    be withheld is to be determined. All elections by a Participant
    to have Shares withheld for this purpose will be made in
    accordance with the requirements established by the Committee
    and be in writing in a form acceptable to the Committee.



 



    11.  PRIVILEGES OF STOCK OWNERSHIP.



 



    11.1  Voting and
    Dividends.  No Participant will have any of
    the rights of a stockholder with respect to any Shares until the
    Shares are issued to the Participant. After Shares are issued to
    the Participant, the Participant will be a stockholder and have
    all the rights of a stockholder with respect to such Shares,
    including the right to vote and receive all dividends or other
    distributions made or paid with respect to such Shares;
    provided, that if such Shares are Restricted Stock, then
    any new, additional or different securities the Participant may
    become entitled to receive with respect to such Shares by virtue
    of a stock dividend, stock split or any other change in the
    corporate or capital structure of the Company will be subject to
    the same restrictions as the Restricted Stock; provided,
    further, that the Participant will have no right to
    retain such stock dividends or stock distributions with respect
    to Shares that are repurchased at the Participant’s
    Purchase Price or Exercise Price pursuant to Section 13.



 



    11.2  Financial
    Statements.  The Company will provide
    financial statements to each Participant prior to such
    Participant’s purchase of Shares under this Plan, and to
    each Participant annually during the period such Participant has
    Awards outstanding; provided, however, the Company
    will not be required to provide such financial statements to
    Participants whose services in connection with the Company
    assure them access to equivalent information.



 



    12.  TRANSFERABILITY.  Awards
    granted under this Plan, and any interest therein, will not be
    transferable or assignable by Participant, and may not be made
    subject to execution, attachment or similar process, otherwise
    than by will or by the laws of descent and distribution or as
    determined by the Committee and set forth in the Award Agreement
    with respect to Awards that are not ISOs. During the lifetime of
    the Participant an Award will be exercisable only by the
    Participant, and any elections with respect to an Award may be
    made only by the Participant unless otherwise determined by the
    Committee and set forth in the Award Agreement with respect to
    Awards that are not ISOs.



 



    13.  RESTRICTIONS ON
    SHARES.  At the discretion of the Committee,
    the Company may reserve to itself
    and/or its
    assignee(s) in the Award Agreement a right to repurchase a
    portion of or all Unvested Shares held by a Participant
    following such Participant’s Termination at any time within
    ninety (90) days after the later of Participant’s
    Termination Date and the date Participant purchases Shares under
    this Plan, for cash
    and/or
    cancellation of purchase money indebtedness, at the
    Participant’s Exercise Price or Purchase Price, as the case
    may be.



 



    14.  CERTIFICATES.  All
    certificates for Shares or other securities delivered under this
    Plan will be subject to such stock transfer orders, legends and
    other restrictions as the Committee may deem necessary or
    advisable,




    

    7








 






    including restrictions under any applicable federal, state or
    foreign securities law, or any rules, regulations and other
    requirements of the SEC or any stock exchange or automated
    quotation system upon which the Shares may be listed or quoted.



 



    15.  ESCROW; PLEDGE OF
    SHARES.  To enforce any restrictions on a
    Participant’s Shares, the Committee may require the
    Participant to deposit all certificates representing Shares,
    together with stock powers or other instruments of transfer
    approved by the Committee, appropriately endorsed in blank, with
    the Company or an agent designated by the Company to hold in
    escrow until such restrictions have lapsed or terminated, and
    the Committee may cause a legend or legends referencing such
    restrictions to be placed on the certificates. Any Participant
    who is permitted to execute a promissory note as partial or full
    consideration for the purchase of Shares under this Plan will be
    required to pledge and deposit with the Company all or part of
    the Shares so purchased as collateral to secure the payment of
    Participant’s obligation to the Company under the
    promissory note; provided, however, that the
    Committee may require or accept other or additional forms of
    collateral to secure the payment of such obligation and, in any
    event, the Company will have full recourse against the
    Participant under the promissory note notwithstanding any pledge
    of the Participant’s Shares or other collateral. In
    connection with any pledge of the Shares, Participant will be
    required to execute and deliver a written pledge agreement in
    such form as the Committee will from time to time approve. The
    Shares purchased with the promissory note may be released from
    the pledge on a pro rata basis as the promissory note is paid.



 



    16.  EXCHANGE AND BUYOUT OF
    AWARDS.  The Committee may, at any time or
    from time to time, authorize the Company, with the consent of
    the respective Participants, to issue new Awards in exchange for
    the surrender and cancellation of any or all outstanding Awards.
    The Committee may at any time buy from a Participant an Award
    previously granted with payment in cash, Shares (including
    Restricted Stock) or other consideration, based on such terms
    and conditions as the Committee and the Participant may agree.



 



    17.  SECURITIES LAW AND OTHER REGULATORY
    COMPLIANCE.  An Award will not be effective
    unless such Award is in compliance with all applicable federal
    and state securities laws, rules and regulations of any
    governmental body, and the requirements of any stock exchange or
    automated quotation system upon which the Shares may then be
    listed or quoted, as they are in effect on the date of grant of
    the Award and also on the date of exercise or other issuance.
    Notwithstanding any other provision in this Plan, the Company
    will have no obligation to issue or deliver certificates for
    Shares under this Plan prior to: (a) obtaining any
    approvals from governmental agencies that the Company determines
    are necessary or advisable;
    and/or
    (b) completion of any registration or other qualification
    of such Shares under any state or federal law or ruling of any
    governmental body that the Company determines to be necessary or
    advisable. The Company will be under no obligation to register
    the Shares with the SEC or to effect compliance with the
    registration, qualification or listing requirements of any state
    securities laws, stock exchange or automated quotation system,
    and the Company will have no liability for any inability or
    failure to do so.



 



    18.  NO OBLIGATION TO
    EMPLOY.  Nothing in this Plan or any Award
    granted under this Plan will confer or be deemed to confer on
    any Participant any right to continue in the employ of, or to
    continue any other relationship with, the Company or any Parent
    or Subsidiary of the Company or limit in any way the right of
    the Company or any Parent or Subsidiary of the Company to
    terminate Participant’s employment or other relationship at
    any time, with or without cause.



 



    19.  CORPORATE TRANSACTIONS.



 



    19.1  Assumption or Replacement of Awards by
    Successor.  In the event of (a) a
    dissolution or liquidation of the Company, (b) a merger or
    consolidation in which the Company is not the surviving
    corporation (other than a merger or consolidation with a
    wholly-owned subsidiary, a reincorporation of the Company in a
    different jurisdiction, or other transaction in which there is
    no substantial change in the stockholders of the Company or
    their relative stock holdings and the Awards granted under this
    Plan are assumed, converted or replaced by the successor
    corporation, which assumption will be binding on all
    Participants), (c) a merger in which the Company is the
    surviving corporation but after which the stockholders of the
    Company immediately prior to such merger (other than any
    stockholder that merges, or which owns or controls another
    corporation that merges, with the Company in such merger) cease
    to own their shares or other equity interest in the Company,
    (d) the sale of substantially all of the assets of the
    Company, or (e) the




    

    8








 






    acquisition, sale, or transfer of more than 50% of the
    outstanding shares of the Company by tender offer or similar
    transaction, any or all outstanding Awards may be assumed,
    converted or replaced by the successor corporation (if any),
    which assumption, conversion or replacement will be binding on
    all Participants. In the alternative, the successor corporation
    may substitute equivalent Awards or provide substantially
    similar consideration to Participants as was provided to
    stockholders (after taking into account the existing provisions
    of the Awards). The successor corporation may also issue, in
    place of outstanding Shares of the Company held by the
    Participant, substantially similar shares or other property
    subject to repurchase restrictions no less favorable to the
    Participant. In the event such successor corporation (if any)
    refuses to assume or substitute Awards, as provided above,
    pursuant to a transaction described in this
    Subsection 19.1, such Awards will expire on such
    transaction at such time and on such conditions as the Committee
    will determine. Notwithstanding anything in this Plan to the
    contrary, the Committee may, in its sole discretion, provide
    that the vesting of any or all Awards granted pursuant to this
    Plan will accelerate upon a transaction described in this
    Section 19. If the Committee exercises such discretion with
    respect to Options, such Options will become exercisable in full
    prior to the consummation of such event at such time and on such
    conditions as the Committee determines, and if such Options are
    not exercised prior to the consummation of the corporate
    transaction, they shall terminate at such time as determined by
    the Committee.



 



    19.2  Other Treatment of
    Awards.  Subject to any greater rights granted
    to Participants under the foregoing provisions of this
    Section 19, in the event of the occurrence of any
    transaction described in Section 19.1, any outstanding
    Awards will be treated as provided in the applicable agreement
    or plan of merger, consolidation, dissolution, liquidation, or
    sale of assets.



 



    19.3  Assumption of Awards by the
    Company.  The Company, from time to time, also
    may substitute or assume outstanding awards granted by another
    company, whether in connection with an acquisition of such other
    company or otherwise, by either; (a) granting an Award
    under this Plan in substitution of such other company’s
    award; or (b) assuming such award as if it had been granted
    under this Plan if the terms of such assumed award could be
    applied to an Award granted under this Plan. Such substitution
    or assumption will be permissible if the holder of the
    substituted or assumed award would have been eligible to be
    granted an Award under this Plan if the other company had
    applied the rules of this Plan to such grant. In the event the
    Company assumes an award granted by another company, the terms
    and conditions of such award will remain unchanged
    (except that the exercise price and the number and nature
    of Shares issuable upon exercise of any such option will be
    adjusted appropriately pursuant to Section 424(a) of the
    Code). In the event the Company elects to grant a new Option
    rather than assuming an existing option, such new Option may be
    granted with a similarly adjusted Exercise Price.



 



    20.  ADOPTION AND STOCKHOLDER
    APPROVAL.  This Plan will become effective on
    the date on which the registration statement filed by the
    Company with the SEC under the Securities Act registering the
    initial public offering of the Company’s Common Stock is
    declared effective by the SEC (the “Effective
    Date”). This Plan shall be approved by the
    stockholders of the Company (excluding Shares issued pursuant to
    this Plan), consistent with applicable laws, within twelve
    (12) months before or after the date this Plan is adopted
    by the Board. Upon the Effective Date, the Committee may grant
    Awards pursuant to this Plan; provided, however,
    that: (a) no Option may be exercised prior to initial
    stockholder approval of this Plan; (b) no Option granted
    pursuant to an increase in the number of Shares subject to this
    Plan approved by the Board will be exercised prior to the time
    such increase has been approved by the stockholders of the
    Company; (c) in the event that initial stockholder approval
    is not obtained within the time period provided herein, all
    Awards granted hereunder shall be cancelled, any Shares issued
    pursuant to any Awards shall be cancelled and any purchase of
    Shares issued hereunder shall be rescinded; and (d) in the
    event that stockholder approval of such increase is not obtained
    within the time period provided herein, all Awards granted
    pursuant to such increase will be cancelled, any Shares issued
    pursuant to any Award granted pursuant to such increase will be
    cancelled, and any purchase of Shares pursuant to such increase
    will be rescinded.



 



    21.  TERM OF PLAN/GOVERNING
    LAW.  Unless earlier terminated as provided
    herein, this Plan will terminate ten (10) years from the
    date this Plan is adopted by the Board or, if earlier, the date
    of stockholder approval. This Plan and all agreements thereunder
    shall be governed by and construed in accordance with the laws
    of the State of California.




    

    9








 





 



    22.  AMENDMENT OR TERMINATION OF
    PLAN.  The Board may at any time terminate or
    amend this Plan in any respect, including without limitation
    amendment of any form of Award Agreement or instrument to be
    executed pursuant to this Plan; provided, however,
    that the Board will not, without the approval of the
    stockholders of the Company, amend this Plan in any manner that
    requires such stockholder approval.



 



    23.  NONEXCLUSIVITY OF THE
    PLAN.  Neither the adoption of this Plan by
    the Board, the submission of this Plan to the stockholders of
    the Company for approval, nor any provision of this Plan will be
    construed as creating any limitations on the power of the Board
    to adopt such additional compensation arrangements as it may
    deem desirable, including, without limitation, the granting of
    stock options and bonuses otherwise than under this Plan, and
    such arrangements may be either generally applicable or
    applicable only in specific cases.



 



    24.  DEFINITIONS.  As used in
    this Plan, the following terms will have the following meanings:



 



    “Award” means any award under this Plan,
    including any Option, Restricted Stock, Restricted Stock Unit or
    Stock Bonus.



 



    “Award Agreement” means, with respect to each
    Award, the signed written agreement between the Company and the
    Participant setting forth the terms and conditions of the Award.



 



    “Board” means the Board of Directors of the
    Company.



 



    “Cause” means the commission of an act of
    theft, embezzlement, fraud, dishonesty or a breach of fiduciary
    duty to the Company or a Parent or Subsidiary of the Company.



 



    “Code” means the Internal Revenue Code of 1986,
    as amended.



 



    “Committee” means the Compensation Committee of
    the Board.



 



    “Company” means eBay Inc. or any successor
    corporation.



 



    “Disability” means a disability, whether
    temporary or permanent, partial or total, as determined by the
    Committee.



 



    “Equity Restructuring” means a non-reciprocal
    transaction (i.e. a transaction in which the Company does not
    receive consideration or other resources in respect of the
    transaction approximately equal to and in exchange for the
    consideration or resources the Company is relinquishing in such
    transaction) between the Company and its stockholders, such as a
    stock split, spin-off, rights offering, nonrecurring stock
    dividend or recapitalization through a large, nonrecurring cash
    dividend, that affects the shares of the Company’s Common
    Stock (or other securities of the Company) or the share price of
    the Company’s Common Stock (or other securities) and causes
    a change in the per share value of the Shares underlying
    outstanding Awards.



 



    “Exchange Act” means the Securities Exchange
    Act of 1934, as amended.



 



    “Exercise Price” means the price at which a
    holder of an Option may purchase the Shares issuable upon
    exercise of the Option.



 



    “Fair Market Value” means, as of any date, the
    value of a share of the Company’s Common Stock determined
    as follows:



 



    (a) if such Common Stock is then quoted on the Nasdaq
    National Market, its closing price on the Nasdaq National Market
    on the date of determination as reported in The Wall Street
    Journal;



 



    (b) if such Common Stock is publicly traded and is then
    listed on a national securities exchange, its closing price on
    the date of determination on the principal national securities
    exchange on which the Common Stock is listed or admitted to
    trading as reported in The Wall Street Journal;



 



    (c) if such Common Stock is publicly traded but is not
    quoted on the Nasdaq National Market nor listed or admitted to
    trading on a national securities exchange, the average of the
    closing bid and asked prices on the date of determination as
    reported in The Wall Street Journal;



 



    (d) in the case of an Award made on the Effective Date, the
    price per share at which shares of the Company’s Common
    Stock are initially offered for sale to the public by the
    Company’s underwriters in




    

    10








 






    the initial public offering of the Company’s Common Stock
    pursuant to a registration statement filed with the SEC under
    the Securities Act; or



 



    (e) if none of the foregoing is applicable, by the
    Committee in good faith.



 



    “Insider” means an officer or director of the
    Company or any other person whose transactions in the
    Company’s Common Stock are subject to Section 16 of
    the Exchange Act.



 



    “Option” means an award of an option to
    purchase Shares pursuant to Section 5.



 



    “Parent” means any corporation (other than the
    Company) in an unbroken chain of corporations ending with the
    Company if each of such corporations other than the Company owns
    stock possessing 50% or more of the total combined voting power
    of all classes of stock in one of the other corporations in such
    chain.



 



    “Participant” means a person who receives an
    Award under this Plan.



 



    “Performance Factors” means the factors
    selected by the Committee from among the following measures to
    determine whether the performance goals established by the
    Committee and applicable to Awards have been satisfied:



 



    (a) Net revenue
    and/or net
    revenue growth;



 



    (b) Earnings before income taxes and amortization
    and/or
    earnings before income taxes and amortization growth;



 



    (c) Operating income
    and/or
    operating income growth;



 



    (d) Net income
    and/or net
    income growth;



 



    (e) Earnings per share
    and/or
    earnings per share growth;



 



    (f) Total stockholder return
    and/or total
    stockholder return growth;



 



    (g) Return on equity;



 



    (h) Operating cash flow return on income;



 



    (i) Adjusted operating cash flow return on income;



 



    (j) Economic value added; and



 



    (k) Individual confidential business objectives.



 



    “Performance Period” means the period of
    service determined by the Committee, not to exceed five years,
    during which years of service or performance is to be measured
    for Restricted Stock Awards. Restricted Stock Units or Stock
    Bonuses.



 



    “Plan” means this eBay Inc. 1998 Equity
    Incentive Plan, as amended from time to time.



 



    “Restricted Stock Award” means an award of
    Shares pursuant to Section 6.



 



    “Restricted Stock Unit” means an Award granted
    pursuant to Section 7.



 



    “SEC” means the Securities and Exchange
    Commission.



 



    “Securities Act” means the Securities Act of
    1933, as amended.



 



    “Shares” means shares of the Company’s
    Common Stock reserved for issuance under this Plan, as adjusted
    pursuant to Sections 2 and 19, and any successor
    security.



 



    “Stock Bonus” means an award of Shares, or cash
    in lieu of Shares, pursuant to Section 8.



 



    “Subsidiary” means any corporation (other than
    the Company) in an unbroken chain of corporations beginning with
    the Company if each of the corporations other than the last
    corporation in the unbroken chain owns stock possessing 50% or
    more of the total combined voting power of all classes of stock
    in one of the other corporations in such chain.




    

    11








 





 



    “Termination” or “Terminated”
    means, for purposes of this Plan with respect to a Participant,
    that the Participant has for any reason ceased to provide
    services as an employee, officer, director, consultant,
    independent contractor, or advisor to the Company or a Parent or
    Subsidiary of the Company. An employee will not be deemed to
    have ceased to provide services in the case of (i) sick
    leave, (ii) military leave, or (iii) any other leave
    of absence approved by the Committee, provided, that such leave
    is for a period of not more than 90 days, unless
    reemployment upon the expiration of such leave is guaranteed by
    contract or statute or unless provided otherwise pursuant to
    formal policy adopted from time to time by the Company and
    issued and promulgated to employees in writing. In the case of
    any employee on an approved leave of absence, the Committee may
    make such provisions respecting suspension of vesting of the
    Award while on leave from the employ of the Company or a
    Subsidiary as it may deem appropriate, except that in no event
    may an Option be exercised after the expiration of the term set
    forth in the Option agreement. The Committee will have sole
    discretion to determine whether a Participant has ceased to
    provide services and the effective date on which the Participant
    ceased to provide services (the “Termination
    Date”).



 



    “Unvested Shares” means “Unvested
    Shares” as defined in the Award Agreement.



 



    “Vested Shares” means “Vested Shares”
    as defined in the Award Agreement.




    

    12