exv10w12



 







    Exhibit 10.12



 


	 	 	 
	
    Notice of Grant of Award

    and Award Agreement
	
 
	
    eBay Inc.

    2145 Hamilton
    Ave.

    San Jose, Ca 95125
    

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
 
	
    Company Tax ID: 77-0430924
    









 





 


	 	 	 	 	 
	

    [Name]


	
 
	
    Award Number:
	
 
	
    

    


	

    [Address]


	
 
	
    Plan:
	
 
	
    

    


	
 
	
 
	
    Type:
	
 
	
    

    

    









 


 



    Effective
                        ,
    you have been granted an award of
                   restricted
    stock units. These units are restricted until the vest date(s)
    shown below, at which time you will receive shares of eBay Inc.
    (the Company) common stock.



 


 



    The award will vest in increments on the date(s) shown.



 


	 	 	 
	

         Shares
    


	
 
	
    Full Vest *
    

	

    




	
 
	
    


	
 
	
 
	
 

	

    




	
 
	
    


	
 
	
 
	
 

	

    




	
 
	
    


	
 
	
 
	
 

	

    




	
 
	
    


	
 
	
 
	
 

	

    




	
 
	
    


	
 
	
 
	
 

	

    




	
 
	
    

    









 





 


 



    *Vesting is subject to your active Continuous Service with an
    eBay company through the applicable vesting date.



 



    By Participant’s signature and the Company’s signature
    below, Participant agrees to be bound by the terms and
    conditions of the Plan, the Restricted Stock Unit Agreement,
    including Exhibit B, if any, for Participant’s
    country and this Grant Notice. Participant has reviewed the
    Plan, Restricted Stock Unit Agreement, including
    Exhibit B, if any, for Participant’s country,
    and this Grant Notice in their entirety, has had an opportunity
    to obtain the advice of counsel prior to executing this Grant
    Notice and fully understands all provisions of the Plan, the
    Restricted Stock Unit Agreement including Exhibit B,
    if any, for Participant’s country, and this Grant Notice.
    Participant hereby agrees to accept as binding, conclusive and
    final all decisions or interpretations of the Company upon any
    questions arising under the Plan or the Restricted Stock Unit
    Agreement, including Exhibit B, if any, for
    Participant’s country and this Grant Notice.



 





 


	 	 	 
	

    




	
 
	
    


	

         eBay
    Inc. 
    


	
 
	
    Date
    

	
 
	
 
	
 

	

    




	
 
	
    


	

         [Name]
    


	
 
	
    Date
    



















 







    EXHIBIT A

    TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE



 



    eBAY INC. RESTRICTED STOCK UNIT AWARD AGREEMENT




    FOR PARTICIPANTS OUTSIDE THE U.S.



 



    Pursuant to the Restricted Stock Unit Award Grant Notice (the
    “Grant Notice”) to which this Restricted
    Stock Unit Agreement (the “Agreement”),
    including Exhibit B, if any, for Participant’s
    country, is attached, eBay Inc., a Delaware corporation (the
    “Company”) has granted to Participant
    the right to receive the number of Restricted Stock Units (the
    “RSUs”) under the 1999 Global Equity
    Incentive Plan, as amended from time to time (the
    “Plan”), as set forth in the Grant
    Notice.



 




    GENERAL



 



    1. Definitions.  All
    capitalized terms used in this Agreement without definition
    shall have the meanings ascribed in the Plan and the Grant
    Notice.



 



    2. Incorporation of Terms of
    Plan.  The RSU award is subject to the
    terms and conditions of the Plan which are incorporated herein
    by reference. In the event of any inconsistency between the Plan
    and this Agreement, the terms of the Plan shall control.



 




    AGREEMENT



 



    1. Grant of the RSUs.  As
    set forth in the Notice of Grant, the Company hereby grants
    Participant RSUs in exchange for services over the vesting
    period to the Company or an Affiliate subject to all the terms
    and conditions in this Agreement, including
    Exhibit B, if any, for Participant’s country,
    the Grant Notice and the Plan. However, no shares of Common
    Stock (the “Shares”) shall be issued to
    Participant until the time set forth in Section 2 below.
    Prior to actual issuance of any Shares, such RSUs will represent
    an unsecured obligation of the Company, payable only from the
    general assets of the Company.



 



    2. Issuance of
    Stock.  Shares shall be issued to
    Participant on or as soon as administratively practicable
    following each vesting date as set forth in the Grant Notice
    (and in no event later than
    21/2 months
    following the end of the year in which such vesting date
    occurs), provided that Participant has not experienced a
    termination of Continuous Service with the Company or an
    Affiliate on or prior to such date (the “Vesting
    Date”). After each such date the Company shall
    promptly cause to be issued (either in book-entry form or
    otherwise) to Participant or Participant’s beneficiaries,
    as the case may be, Shares with respect to RSUs that became
    vested on such Vesting Date. In the event Participant’s
    Continuous Services terminates, the RSUs shall cease vesting
    immediately upon such cessation of active service and the
    unvested RSUs awarded by this Agreement shall be forfeited.



 



    3. Taxes.  Regardless of any
    action the Company or an Affiliate takes with respect to any or
    all income tax, social insurance, payroll tax, payment on
    account or other tax-related withholding
    (“Tax-Related Items”), Participant
    acknowledges and agrees that the ultimate liability for all
    Tax-Related Items legally due by 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 this 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, at the time of the taxable event,
    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,




    

    A-1








 






    any additional withholding for Tax-Related Items necessary for
    this reason will be done by the Company or an Affiliate, in its
    sole discretion, through Participant’s paycheck or other
    cash compensation paid to Participant by the Company
    and/or an
    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) 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 is 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.



 



    4. Rights as
    Stockholder.  Neither Participant nor
    any person claiming under or through Participant will have any
    of the rights or privileges of a stockholder of the Company with
    respect to any Shares deliverable hereunder unless and until
    certificates representing such Shares (which may be in book
    entry form) will have been issued and recorded on the records of
    the Company or its transfer agents or registrars, and delivered
    to Participant (including through electronic delivery to a
    brokerage account). After such issuance, recordation and
    delivery, Participant will have all the rights of a stockholder
    of the Company with respect to voting such Shares and receipt of
    dividends and distributions on such Shares.



 



    5. Conditions to Issuance of
    Certificates.  Notwithstanding any
    other provision of this Agreement, the Company shall not be
    required to issue or deliver any certificate or certificates for
    any Shares prior to the fulfillment of all of the following
    conditions: (a) the admission of the Shares to listing on
    all stock exchanges on which such Shares are then listed,
    (b) the completion of any registration or other
    qualification of the Shares under any state, federal, or local
    law or under rulings or regulations of the U.S. Securities
    and Exchange Commission or other governmental regulatory body,
    which the Company shall, in its sole and absolute discretion,
    deem necessary and advisable, (c) the obtaining of any
    approval or other clearance from any governmental agency that
    the Company shall, in its absolute discretion, determine to be
    necessary or advisable, and (d) the lapse of any such
    reasonable period of time following the date the RSUs vest as
    the Company may from time to time establish for reasons of
    administrative convenience.



 



    6. Plan Governs.  This
    Agreement is subject to all terms and provisions of the Plan. In
    the event of a conflict between one or more provisions of this
    Agreement and one or more provisions of the Plan, the provisions
    of the Plan will govern.



 



    7. Award Not
    Transferable.  This grant and the
    rights and privileges conferred hereby will not be transferred,
    assigned, pledged or hypothecated in any way (whether by
    operation of law or otherwise) and will not be subject to sale
    under execution, attachment or similar process. Upon any attempt
    to transfer, assign, pledge, hypothecate or otherwise dispose of
    this grant, or any right or privilege conferred hereby, or upon
    any attempted sale under any




    

    A-2








 






    execution, attachment or similar process, this grant and the
    rights and privileges conferred hereby immediately will become
    null and void.



 



    8. Not a Contract of
    Employment.  Nothing in this Agreement
    or in the Plan, nor Participant’s participation in the
    Plan, shall confer upon Participant any right to continue to
    serve as an Employee, Director or Consultant of the Company or
    any Affiliate. In the event that Participant is not an Employee
    of the Company, the grant will not be interpreted to form an
    employment contract with the Company, Participant’s
    employer or any Affiliate.



 



    9. Nature of Grant.  In
    accepting the RSUs, Participant acknowledges that: (a) the
    grant of the RSUs is voluntary and occasional and does not
    create any contractual or other right to receive future grants
    of RSUs, or benefits in lieu of RSUs even if RSUs have been
    granted repeatedly in the past; (b) all decisions with
    respect to future awards of RSUs, if any, will be at the sole
    discretion of the Company; (c) Participant’s
    participation in the Plan is voluntary; (d) RSUs are
    extraordinary items that do not constitute regular compensation
    for services rendered to the Company or any Affiliate, and that
    are outside the scope of Participant’s employment contract,
    if any; (e) RSUs are not part of normal or expected
    compensation or salary for any purposes, including, but not
    limited to, calculating any severance, resignation, redundancy
    or end of service payments, bonuses, long-service awards,
    pension or retirement or welfare benefits or similar payments
    and in no event should be considered as compensation for, or
    relating in any way to, past services for the Company or any
    Affiliate; (f) the future value of the underlying Shares is
    unknown and cannot be predicted with certainty; (g) in
    consideration of the award of RSUs, no claim or entitlement to
    compensation or damages shall arise from termination of the RSUs
    or any diminution in value of the RSUs or Shares received when
    the RSUs vest resulting from termination of Continuous Service
    by the Company or any Affiliate (for any reason whatsoever and
    whether or not in breach of local labor laws), and Participant
    irrevocably releases the Company
    and/or the
    Affiliate from any such claim that may arise; if,
    notwithstanding the foregoing, any such claim is found by a
    court of competent jurisdiction to have arisen, then, by signing
    this Agreement, Participant shall be deemed irrevocably to have
    waived his or her entitlement to pursue such claim; (h) in
    the event of involuntary termination of Participant’s
    Continuous Service (whether or not in breach of local labor
    laws), Participant’s right to receive RSUs and vest under
    the Plan, if any, will terminate effective as of the date that
    Participant is no longer actively employed and will not be
    extended by any notice period mandated under local law (e.g.,
    active employment would not include a period of “garden
    leave” or similar period pursuant to local law); the Board
    shall have the exclusive discretion to determine when
    Participant is no longer actively employed for purposes of the
    RSUs; (i) the Company is not providing any tax, legal or
    financial advice, nor is the Company making any recommendations
    regarding Participant’s participation in the Plan, or
    Participant’s acquisition or sale of the underlying Shares;
    and (j) Participant is hereby advised to consult with his
    or her own personal tax, legal and financial advisors regarding
    Participant’s participation in the Plan before taking any
    action related to the Plan.



 



    10. Data
    Privacy.  Participant hereby
    explicitly and unambiguously consents to the collection, use and
    transfer, in electronic or other form, of Participant’s
    personal data as described in this Agreement by and among, as
    applicable, Participant’s employer, the Company, and any
    Affiliate for the exclusive purpose of implementing,
    administering and managing Participant’s participation in
    the Plan.



 



    Participant understands that the Company and the employing
    Affiliate may hold certain personal information about
    Participant, including, but not limited to, Participant’s
    name, home address and telephone number, date of birth, social
    insurance number or other identification number, salary,
    nationality, job title, any shares of stock or directorships
    held in the Company or any Affiliate, details of all RSUs or any
    other entitlement to shares of stock awarded, canceled,
    exercised, vested, unvested or outstanding in Participant’s
    favor, for the exclusive purpose of implementing, administering
    and managing the Plan (“Personal Data”).
    Participant understands that Personal Data may be
    transferred to any third parties assisting in the
    implementation, administration and management of the Plan, that
    these recipients may be located in Participant’s country,
    or elsewhere, and that the recipient’s country may have
    different data privacy laws and protections than
    Participant’s country. Participant understands that he or
    she may request a list with the names and addresses of any
    potential recipients of the Personal Data by contacting
    Participant’s local human resources representative.
    Participant authorizes the recipients to receive, possess, use,
    retain and transfer the Personal Data, in electronic or other
    form, for the purposes of implementing, administering and
    managing Participant’s participation in the Plan, including
    any requisite transfer of such Personal Data as may be required
    to a broker or other third party with whom Participant may elect
    to deposit any Shares received upon vesting of the RSUs.
    Participant understands that 




    

    A-3








 






    Personal Data will be held only as long as is necessary to
    implement, administer and manage Participant’s
    participation in the Plan. Participant understands that he or
    she may, at any time, view Personal Data, request additional
    information about the storage and processing of Personal Data,
    require any necessary amendments to Personal Data or refuse or
    withdraw the consents herein, without cost, by contacting in
    writing Participant’s local human resources representative.
    Participant understands that refusal or withdrawal of consent
    may affect Participant’s ability to realize benefits from
    the RSUs. For more information on the consequences of
    Participant’s refusal to consent or withdrawal of consent,
    Participant understands that he or she may contact his or her
    local human resources representative.



 



    11. Governing Law.  The laws
    of the State of Delaware shall govern the interpretation,
    validity, administration, enforcement and performance of the
    terms of this Agreement, including Exhibit B, if
    any, for Participant’s country, regardless of the law that
    might be applied under principles of conflicts of laws.



 



    12. Conformity to Securities
    Laws.  Participant acknowledges that
    the Plan and this Agreement are intended to conform to the
    extent necessary with all provisions of the U.S. Securities
    Act and the Exchange Act, and any and all regulations and rules
    promulgated thereunder by the U.S. Securities and Exchange
    Commission, including without limitation
    Rule 16b-3
    under the Exchange Act. Notwithstanding anything herein to the
    contrary, the Plan shall be administered, and the awards are
    granted, only in such a manner as to conform to such laws, rules
    and regulations. To the extent permitted by applicable law, the
    Plan and this Agreement shall be deemed amended to the extent
    necessary to conform to such laws, rules and regulations.



 



    13. Amendment, Suspension and
    Termination.  To the extent permitted
    by the Plan, this Agreement may be wholly or partially amended
    or otherwise suspended or terminated at any time or from time to
    time by the Board, provided, that, except as may otherwise be
    provided by the Plan, no amendment, suspension or termination of
    this Agreement shall adversely affect the RSUs in any material
    way without the prior written consent of Participant.



 



    14. Notices.  Notices
    required or permitted hereunder shall be given in writing and
    shall be deemed effectively given upon personal delivery or upon
    deposit in the post by certified mail, or its
    non-U.S. equivalent,
    with postage and fees prepaid, addressed to Participant to his
    address shown in the Company records, and to the Company at its
    principal executive office.



 



    15. Successors and
    Assigns.  The Company may assign any of
    its rights under this Agreement to single or multiple assignees,
    and this Agreement shall inure to the benefit of the successors
    and assigns of the Company. Subject to the restrictions on
    transfer herein set forth, and to the extent permissible under
    local law, this Agreement shall be binding upon Participant and
    his or her heirs, executors, administrators, successors and
    assigns.



 



    16. Compliance in Form and
    Operation.  This Agreement, the RSUs
    and payments made pursuant to this Agreement are intended to
    comply with or qualify for an exemption from Section 409A
    of the Code and the Treasury Regulations thereunder
    (“Section 409A”) and shall be
    interpreted in a manner consistent with that intention.
    Notwithstanding any other provision of this Agreement, the
    Company reserves the right, to the extent the Company deems
    necessary or advisable, in its sole discretion, to unilaterally
    amend the Plan
    and/or this
    Agreement to ensure that all RSUs are awarded in a manner that
    qualifies for exemption from or complies with Section 409A,
    provided, however, that the Company makes no representations
    that the RSUs will comply with or be exempt from
    Section 409A and makes no undertaking to preclude
    Section 409A from applying to this RSU award.



 



    17. Electronic
    Delivery.  The Company may, in its sole
    discretion, decide (a) to deliver by electronic means any
    documents related to the RSUs granted under the Plan,
    Participant’s participation in the Plan, or future Stock
    Awards that may be granted under the Plan or (b) to request
    by electronic means Participant’s consent to participate in
    the Plan. Participant hereby consents to receive such documents
    by electronic delivery and, if requested, to agree to
    participate in the Plan through an on-line or electronic system
    established and maintained by the Company or any third party
    designated by the Company.



 



    18. Language.  If
    Participant has received this Agreement, including
    Exhibit B (if any), for Participant’s country,
    or any other document related to the Plan translated into a
    language other than English, and if the translated version is
    different than the English version, the English version will
    control.




    

    A-4








 







    Exhibit B



 




    eBay
    Inc.

    1999 Global Equity Incentive Plan, as Amended

    Restricted Stock Unit Award Agreement



 



    Special Provisions for
    Restricted Stock Unit Awards for Participants




    Outside the
    U.S.



 



    This Exhibit B includes special terms and conditions
    applicable to Participants in the countries below. These terms
    and conditions are in addition to those set forth in the
    Restricted Stock Unit Agreement (the
    “Agreement”). Capitalized terms used,
    but not defined herein, shall have the same meanings assigned to
    them in the eBay Inc. 1999 Global Equity Incentive Plan (the
    “Plan”) and the Agreement.



 



    Please note that the information below may relate to
    Participant’s exchange control obligations in connection
    with the conversion of funds, selling shares or holding of
    foreign securities. Compliance with such obligations is
    Participant’s responsibility and neither the Company nor
    Participant’s employer accepts any responsibility for such
    compliance. Also, exchange control regulations are subject to
    change. As a result, Participant should consult with his or her
    advisor before converting funds
    and/or
    selling shares of Common Stock
    (“Shares”) acquired under the Plan.



 




    Australia



 




    Plan
    Documents



 



    RSUs granted to Participants in Australia are granted pursuant
    to the Australian Addendum, which is an addendum to the Plan,
    and are subject to the terms and conditions as stated in the
    Australian Addendum, the Plan and the Agreement, including
    Exhibit A and Exhibit B.



 




    Restricted
    Stock Units Payable Only in Shares



 



    Notwithstanding any provision in the Plan or the Agreement, RSUs
    granted to Participant in Australia shall be payable in Shares
    only and do not provide any right for Participant to receive a
    cash payment.



 




    Securities
    Law Disclaimer



 



    If Participant acquires Shares pursuant to the RSUs and offers
    the Shares for sale to a person or entity resident in Australia,
    the offer may be subject to disclosure requirements under
    Australian law. Participant should obtain legal advice regarding
    his or her disclosure obligations prior to making any such offer.



 




    Austria



 




    Exchange
    Control Notification



 



    If Participant holds Shares obtained through the Plan outside
    Austria (even if Participant holds them outside of Austria with
    an Austrian bank), Participant must submit an annual report to
    the Austrian National Bank using the form
    “Standmeldung/Wertpapiere.” An exemption
    applies if the value of the securities held outside Austria as
    of December 31 does not exceed €5,000,000 or the value
    of securities as of any quarter does not exceed
    €30,000,000. The reporting date is December 31; the
    deadline for filing the annual report is March 31 of the
    following year. The report should be filed at the following
    postal address: Österreichische Nationalbank, Büro
    für Devisenstatistik, Postfach 61, 1011 Wien, Austria. The
    forms can be obtained at the Austrian National Bank:
    Österreichische Nationalbank, Otto-Wagner-Platz 3,
    1090 Wien, Austria Tel: +43 1 404
    20-0, Fax:
    +43 1 404
    20-94 00.



 



    When the Shares are sold, there may be exchange control
    obligations if the cash received is held outside Austria. A
    separate reporting requirement applies to any non-Austrian cash
    accounts. If the transaction volume of all of Participant’s
    cash accounts abroad exceeds €3 million, the movements
    and the balance of all accounts must be reported monthly, as of
    the last day of the month, on or before the 15th day of the
    following month with the form




    

    1








 






    “Meldungen SI-Forderungen und/oder
    SI-Verpflichtungen.” If the transaction value of all
    cash accounts abroad is less than €3 million, no
    ongoing reporting requirements apply.



 




    Consumer
    Protection Notification



 



    Participant acknowledges that Participant may be entitled to
    revoke the Agreement on the basis of the Austrian Consumer
    Protection Act under the following conditions:



 



    (i) If Participant agrees to accept the RSUs under the Plan
    outside the business premises of the Company, Participant may be
    entitled to revoke acceptance of the Agreement provided that the
    revocation is made within one week after Participant accepts the
    Agreement.



 



    (ii) The revocation must be in written form to be valid. It
    is sufficient if Participant returns the Agreement to the
    Company or the Company’s representative with language that
    can be understood as Participant’s refusal to honor the
    Agreement. It is sufficient if the revocation is sent within the
    period discussed above.



 




    Belgium



 



    No country-specific terms apply.



 




    Brazil



 




    Intent
    to Comply with Law



 



    By accepting this RSU award, Participant agrees to comply with
    all applicable Brazilian laws and agrees to report and pay any
    and all applicable taxes associated with the receipt and vesting
    of this RSU award, the sale of the Shares issued upon vesting
    and the receipt of any dividends or dividend equivalents.



 




    Exchange
    Control Reporting



 



    Participant acknowledges and understands that Participants
    resident or domiciled in Brazil will be required to submit
    annually a declaration of assets and rights held outside of
    Brazil to the Central Bank of Brazil if the aggregate value of
    such assets and rights exceeds US$100,000. Assets and rights
    that must be reported include Shares of the Company.



 




    Canada



 




    Restricted
    Stock Unit Awards Payable Only in Shares



 



    Notwithstanding any provision in the Plan or the Agreement, RSUs
    granted to Participant in Canada shall be payable in Shares only
    and do not provide any right for Participant to receive a cash
    payment.



 




    Consent
    to Receive Information in English for Employees in
    Quebec:



 



    The parties acknowledge that it is their express wish that the
    Agreement, as well as all documents, notices and legal proceeds
    entered into, given or instituted pursuant hereto or relating
    directly or indirectly hereto, be drawn up in English.



 



    Les parties reconnaissent avoir exigé la rédaction
    en anglais de cette convention, ainsi que de tous documents
    exécutés, avis donnés et procédures
    judiciaries intentées, directement ou indirectement,
    relativement à ou suite à la présente
    convention.



 




    China



 




    Exchange
    Control Restrictions



 



    Participant acknowledges and understands that exchange control
    restrictions in China may limit Participant’s ability to
    withdraw
    and/or
    convert the proceeds received upon the sale of Shares,
    particularly if these amounts




    

    2








 






    exceed US$10,000. Participant should confirm the procedures and
    requirements for withdrawals and conversions of foreign exchange
    with his or her local bank prior to sale.



 




    The
    Czech Republic



 




    Exchange
    Control Information



 



    Proceeds from the sale of Shares can be held in a cash account
    abroad. Furthermore, Participant no longer needs to report the
    opening and maintenance of a foreign account to the Czech
    National Bank (the “CNB”), unless the CNB notifies
    Participant specifically that such reporting is required.
    However, upon request of the CNB, Participant may also need to
    file a notification within 15 days of the end of the
    calendar quarter in which he or she acquires Shares.



 



    Because exchange control regulations change frequently and
    without notice, Participant should consult his or her legal
    advisor prior to the sale of Shares to ensure compliance with
    current regulations. It is Participant’s responsibility to
    comply with Czech exchange control laws, and neither the Company
    nor your employer will be liable for any resulting fines or
    penalties.



 




    Estonia



 



    No country-specific terms apply.



 




    Germany



 




    Exchange
    Control Reporting



 



    Cross-border payments in excess of €12,500 must be reported
    monthly to the German Federal Bank. If Participant uses a German
    bank to transfer a cross-border payment in excess of
    €12,500 in connection with sale of Shares, the bank will
    make the report. In addition, Participant must report any
    receivables or payables or debts in foreign currency exceeding
    an amount of €5,000,000 on a monthly basis.



 




    Hong
    Kong



 




    Restricted
    Stock Unit Awards Payable Only in Shares



 



    Notwithstanding any provision in the Plan or the Agreement, RSUs
    shall be payable in Shares only and do not provide any right for
    Participant to receive a cash payment.



 




    Securities
    Law Notice



 



    This offer of RSUs and the Shares subject to the RSUs is not a
    public offer of securities and is available only for employees
    of the Company or any Affiliate participating in the Plan.



 



    The contents of this Exhibit B, the Agreement and
    the Plan have not been reviewed by any regulatory authority in
    Hong Kong. Participant is advised to exercise caution in
    relation to this offer of RSUs. If Participant is in any doubt
    as to the contents of this Exhibit B, the Agreement
    or the Plan, Participant should obtain independent professional
    advice.



 




    India



 




    Exchange
    Control Notification



 



    To the extent required by local law, Participant must
    immediately repatriate all proceeds resulting from the sale of
    Shares issued pursuant to the RSU to India and convert the
    proceeds into local currency. Participant will receive a foreign
    inward remittance certificated (“FIRC”) from the bank
    where Participant deposits the foreign currency. Participant
    should maintain the FIRC as evidence of the repatriation of
    funds in the event the Reserve Bank of India or
    Participant’s employer requests proof of repatriation.




    

    3








 





 




    Ireland



 




    Director
    Notification



 



    Directors, shadow directors and secretaries of an Irish
    subsidiary are subject to certain notification requirements
    under the Companies Act, 1990. Among these requirements is an
    obligation to notify the Irish subsidiary in writing of their
    interest in the Company and the number and class of Shares or
    rights to which the interest relates within five days of receipt
    or knowledge of receipt of the Shares or rights. There is also a
    requirement to notify the Irish subsidiary within five days of
    selling or otherwise disposing of Shares acquired under the
    Plan. This disclosure requirement also applies to any rights or
    Shares acquired or disposed of by a director’s, a shadow
    director’s or a secretary’s spouse or children (under
    the age of 18).



 



    Only newly issued Shares shall be used for the payment of the
    RSUs to directors.



 




    Italy



 




    Specific
    Acknowledgment



 



    By Participant’s acceptance of the Agreement, Participant
    acknowledges that he or she has read and specifically and
    expressly approves the following clauses of the Agreement:
    (a) Section 3: Taxes; (b) Section 4: Rights
    as Stockholder; (c) Section 7: Award Not Transferable;
    (d) Section 8: Not a Contract of Employment;
    (e) Section 9: Nature of Grant;
    (f) Section 11: Governing Law;
    (g) Section 12: Conformity to Securities Laws Section;
    (h) Section 13: Amendment, Suspension or Termination
    and the Data Privacy language below in this
    Exhibit B.



 




    Exchange
    Control Reporting



 



    Italian resident Participants are required to report in their
    annual tax returns: (a) any transfers of cash or Shares to
    or from Italy exceeding €12,500 or the equivalent amount in
    U.S. dollars; and (b) any foreign investments or
    investments (including proceeds from the sale of Shares acquired
    under the Plan) held outside of Italy exceeding €12,500 or
    the equivalent amount in U.S. dollars, if the investment
    may give rise to income in Italy. Participant is exempt from the
    formalities in (a) above, if the investments are made
    through an authorized broker resident in Italy, as the broker
    will comply with the reporting obligation on behalf of
    Participant.



 




    Data
    Privacy Consent



 



    Notwithstanding Section 10 or any other provision of the
    Agreement, Participant agrees that the following shall apply
    with regard to data privacy in Italy:



 



    Participant hereby explicitly and unambiguously consents to the
    collection, use, processing and transfer, in electronic or other
    form, of personal data as described in this section of
    Exhibit B by and among, as applicable,
    Participant’s employer and the Company and any of its
    subsidiaries for the exclusive purpose of implementing,
    administering and managing Participant’s participation in
    the Plan.



 



    Participant understands that Participant’s employer, the
    Company and any of its subsidiaries may hold certain personal
    information about Participant, including, Participant’s
    name, home address and telephone number, date of birth, social
    insurance number or other identification number, salary,
    nationality, job title, any shares of stock or directorships
    held in the Company, details of the RSUs or any other
    entitlement to Shares awarded, canceled, exercised, vested,
    unvested or outstanding in Participant’s favor, for the
    exclusive purpose of managing and administering the Plan
    (“Data”).



 



    Participant also understands that providing the Company with
    Participant’s Data is necessary for the performance of the
    Plan and that Participant’s denial to provide such Data
    would make it impossible for the Company to perform its
    contractual obligations and may affect Participant’s
    ability to participate in the Plan. The Controller of personal
    data processing is eBay, Inc., with registered offices at 2145
    Hamilton Avenue, San Jose, California 95125, United States
    of America, and, pursuant to Legislative Decree
    no. 196/2003, its representative in Italy is eBay Italia
    with registered offices at Via Fabio Filzi 25, 20124
    Milano, Italy. Participant understands that




    

    4








 






    Participant’s Data will not be publicized, but it may be
    transferred to third parties, banks, other financial
    institutions or brokers involved in the management and
    administration of the Plan.



 



    Participant further understands that the Company
    and/or its
    subsidiaries will transfer Data amongst themselves as necessary
    for the purpose of implementation, administration and management
    of Participant’s participation in the Plan, and that the
    Company
    and/or its
    subsidiaries may each further transfer Data to third parties
    assisting the Company in the implementation, administration and
    management of the Plan, including any requisite transfer to a
    third party with whom Participant may elect to deposit any
    Shares acquired under the Plan. Such recipients may receive,
    possess, use, retain and transfer the Data in electronic or
    other form, for the purposes of implementing, administering and
    managing Participant’s participation in the Plan.
    Participant understands that these recipients may be located in
    the European Economic Area, or elsewhere, such as the
    U.S. or Asia. Should the Company exercise its discretion in
    suspending all necessary legal obligations connected with the
    management and administration of the Plan, it will delete
    Participant’s Data as soon as it has accomplished all the
    necessary legal obligations connected with the management and
    administration of the Plan.



 



    Participant understands that Data processing related to the
    purposes specified above shall take place under automated or
    non-automated conditions, anonymously when possible, that comply
    with the purposes for which Data are collected and with
    confidentiality and security provisions as set forth by
    applicable laws and regulations, with specific reference to
    Legislative Decree no. 196/2003.



 



    The processing activity, including communication, the transfer
    of Participant’s Data abroad, including outside of the
    European Union, as herein specified and pursuant to applicable
    laws and regulations, does not require Participant’s
    consent thereto as the processing is necessary to performance of
    contractual obligations related to implementation,
    administration and management of the Plan. Participant
    understands that, pursuant to Section 7 of the Legislative
    Decree no. 196/2003, Participant has the right to,
    including but not limited to, access, delete, update, ask for
    rectification of Participant’s Data and estop, for
    legitimate reason, the Data processing. Furthermore, Participant
    is aware that Participant’s Data will not be used for
    direct marketing purposes. In addition, the Data provided can be
    reviewed and questions or complaints can be addressed by
    contacting Participant’s human resources department.



 




    Japan



 



    No country-specific terms apply.



 




    Korea



 




    Exchange
    Control Notification



 



    Exchange control laws require Korean residents who realize
    US$500,000 or more from the sale of Shares to repatriate the
    proceeds to Korea within 18 months of the sale.



 




    Luxembourg



 




    Exchange
    Control Notification



 



    Participant must report any outward and inward remittance of
    funds to the Banque Central de Luxembourg
    and/or the
    Service Central de La Statistique et des Études
    Économiques within 15 working days following the month
    during which the transaction occurred. If a Luxembourg financial
    institution is involved in the transaction, it will generally
    fulfill the reporting obligation on Participant’s behalf;
    otherwise Participant will have to report the transaction him-
    or herself.



 




    The
    Netherlands



 




    Prohibition
    Against Insider Trading



 



    Participants that are residents of the Netherlands should be
    aware of the Dutch insider trading rules, which may impact the
    sale of Shares issued upon vesting of the Restricted Stock
    Units. In particular, Participant may be prohibited from
    effecting certain Share transactions if he or she has insider
    information regarding the Company.




    

    5








 






    Below is a discussion of the applicable restrictions.
    Participant is advised to read the discussion carefully to
    determine whether the insider rules could apply to him or her.
    If it is uncertain whether the insider rules apply, the Company
    recommends that Participant consult with his or her legal
    advisor. Please note that the Company cannot be held liable if a
    Participant violates the Dutch insider rules. Participant is
    responsible for ensuring his or her compliance with these rules.



 



    Dutch securities laws prohibit insider trading. Under
    Article 46 of the Act on the Supervision of the Securities
    Trade 1995, anyone who has “inside information”
    related to the Company is prohibited from effectuating a
    transaction in securities in or from the Netherlands.
    “Inside information” is knowledge of a detail
    concerning the issuer to which the securities relate that is not
    public and which, if published, would reasonably be expected to
    affect the stock price, regardless of the development of the
    price. The insider could be any employee of the Company or its
    Dutch subsidiary who has inside information as described above.



 



    Given the broad scope of the definition of inside information,
    certain employees of the Company working at its Dutch subsidiary
    may have inside information and thus would be prohibited from
    effectuating a transaction in securities in the Netherlands at a
    time when he or she had such inside information.



 



    By entering into the Restricted Stock Unit Agreement and
    participating in the Plan, Participant acknowledges having read
    and understood the paragraphs above and acknowledges that it is
    his or her responsibility to comply with the Dutch insider
    trading rules, as discussed herein.



 




    The
    Philippines



 



    No country-specific terms apply.



 




    Poland



 



    No country-specific terms apply.



 




    Singapore



 




    Securities
    Law Notification



 



    This offer is being made on a private basis and is, therefore,
    exempt from registration in Singapore.



 




    Director
    Notification



 



    If Participant is a director, associate director or shadow
    director of a Singapore Affiliate of the Company, Participant is
    subject to certain notification requirements under the Singapore
    Companies Act. Among these requirements is an obligation to
    notify the Singapore Affiliate in writing when the Participant
    receives an interest (e.g., RSUs, Shares) in the Company or any
    related entities. In addition, Participant must notify the
    Singapore Affiliate when Participant sells Shares of the Company
    or any related entity (including when Participant sells Shares
    acquired under the Plan). These notifications must be made
    within two business days of acquiring or disposing of any
    interest in the Company or any related entity. In addition, a
    notification must be made of Participant’s interests in the
    Company or any related entity within two business days of
    becoming a director, associate director or shadow director.



 




    Spain



 




    Restricted
    Stock Unit Awards Payable Only in Shares



 



    Notwithstanding any provision in the Plan or the Agreement, RSUs
    granted to Participants in Spain shall be payable in Shares only
    and do not provide any right for Participant to receive a cash
    payment.



 




    Exchange
    Control Notification



 



    When receiving foreign currency payments derived from the
    ownership of Shares (i.e., sale proceeds), Participant must
    inform the financial institution receiving the payment of the
    basis upon which such payment is




    

    6








 






    made. Participant will need to provide the institution with the
    following information: (i) Participant’s name, address
    and fiscal identification number; (ii) the name and
    corporate domicile of the Company; (iii) the amount of the
    payment; (iv) the currency used; (v) the country of
    origin; (vi) the reasons for the payment; and
    (vii) additional information that may be required.



 



    If Participant acquires Shares under the Plan and wishes to
    import the ownership title of such Shares (i.e., share
    certificates) into Spain, Participant must declare the
    importation of such securities to the Dirección General de
    Politica Comerical e Inversiones Exteriores, (i.e., the Bureau
    for Commercial Policy and Foreign Investments, which is a
    department of the Ministry of Economy).



 




    Securities
    Law Notification



 



    This offer is considered a private placement outside of the
    scope of Spanish law on public offerings and issuances.



 




    Sweden



 



    No country-specific terms apply.



 




    Switzerland



 



    No country-specific terms apply.



 




    Taiwan



 



    No country-specific terms apply.



 




    The
    United Kingdom



 




    Restricted
    Stock Unit Awards Payable Only in Shares



 



    Except for Particpants who are not ordinarily resident in the
    United Kingdom (“U.K.”) at the time that this RSU
    grant is made, RSUs shall be payable in Shares only and do not
    provide any right for Participant to receive a cash payment.



 



    With respect to Paricipants who are not ordinarily resident in
    the U.K. at the time that this RSU grant is made, the Company
    retains the discretion to pay the RSUs out either in actual
    Shares or in cash (based on the Fair Market Value of the
    Company’s Common Stock on the date of vesting) at vesting.



 




    Director
    Notification



 



    Participant understands and acknowledges that if Participant is
    a director or shadow director of a U.K. Affiliate of the Company
    and the U.K. Affiliate is not wholly owned by the Company,
    Participant is subject to certain notification requirements
    under the Companies Act. Specifically, Participant must notify
    the U.K. Affiliate in writing of Participant’s interest in
    the Company and the number and class of Shares or rights to
    which the interest relates before the expiration of five days
    from the date on which the existence of the interest comes to
    his or her knowledge (e.g., within five days of receiving a
    notice of grant under the Plan). Participant must also notify
    the U.K. Affiliate when Participant acquires Shares under the
    Plan upon the vesting of the RSUs and again when Participant
    sells the Shares acquired under the Plan. This disclosure
    requirement also applies to any rights or Shares acquired by
    Participant’s spouse or children (under the age of 18).



 




    Withholding
    Taxes



 



    Notwithstanding any provision of the Agreement, the following
    applies to Participants in the U.K.:



 



    Regardless of any action the Company (or the employing parent or
    subsidiary) takes with respect to any or all income tax,
    National Insurance Contributions (“NICs”), payroll
    tax, or other tax-related withholding (“Tax-Related
    Items”), Participant acknowledges and agrees that the
    ultimate liability for all Tax-Related Items legally due by




    

    7








 






    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.




    

    8








 





 




    Joint
    Election



 



    As a condition of the Restricted Stock Units becoming vested and
    the Shares subject to the RSUs being delivered to Participant,
    Participant agrees to accept any liability for secondary
    Class 1 NICs (“Employer NICs”) which may be
    payable by the Company or Participant’s employer with
    respect to the vesting of the RSUs or otherwise payable in
    respect of a benefit derived in connection with the RSUs. To
    accomplish the foregoing, Participant agrees to execute a joint
    election between the Company
    and/or
    Participant’s employer and Participant (the
    “Election”), the form of such Election being formally
    approved by HM Revenue and Customs, and any other consent or
    elections required to accomplish the transfer of the Employer
    NICs to Participant. Participant further agrees to execute such
    other joint elections as may be required between Participant and
    any successor to the Company
    and/or
    Participant’s employer. If Participant does not enter into
    an Election prior to the first vesting date, the RSUs shall
    cease vesting and shall become null and void without any
    liability to the Company
    and/or
    Participant’s employer. Participant further agrees that the
    Company
    and/or
    Participant’s employer may collect the Employer NICs from
    Participant by any of the means set forth above.



 




    Data
    Consent



 



    Participant acknowledges and agrees, further to the consent to
    the transfer of Personal Data contained in Section 10 of
    the Agreement, that Participant’s Personal Data may be
    transferred to third parties outside of the European Economic
    Area in the course of the implementation, administration and
    management of the Plan.




    

    9