exv10w07



 







    Exhibit 10.07



 


	 	 	 
	
    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, and
    this Grant Notice. Participant has reviewed the Plan, Restricted
    Stock Unit Agreement, 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 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, 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



 



    Pursuant to the Restricted Stock Unit Award Grant Notice (the
    “Grant Notice”) to which this Restricted
    Stock Unit Award Agreement (the
    “Agreement”) 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 1998 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 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 the
    Participant RSUs in exchange for past and future services to the
    Company subject to all the terms and conditions in this
    Agreement, the Grant Notice and the Plan. However, no Shares
    shall be issued to the Participant until the time set forth in
    Section 2. Prior to actual payment 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 the
    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 each such vesting date), provided that the Participant
    has not experienced a Termination 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 the Participant or the
    Participant’s beneficiaries, as the case may be, Shares
    with respect to RSUs that are becoming vested on such Vesting
    Date. No fractional Shares shall be issued under this Agreement.
    In the event a Participant is Terminated, the RSUs shall cease
    vesting immediately upon such cessation of service and the
    unvested RSUs awarded by this Agreement shall be forfeited.



 



    3. Taxes.  Notwithstanding
    anything to the contrary in this Agreement, the Company shall be
    entitled to require payment to the Company or any of its
    Subsidiaries any sums required by federal, state or local tax
    law to be withheld with respect to the issuance of the
    Restricted Stock Units, the distribution of Shares with respect
    thereto, or any other taxable event related to the Restricted
    Stock Units. The Company may permit the Participant to make such
    payment in one or more of the forms specified below:



 



    (a) by cash or check made payable to the Company;



 



    (b) by the deduction of such amount from other compensation
    payable to Participant;



 



    (c) in the sole discretion of the Company, by requesting
    that the Company withhold a net number of vested Shares
    otherwise issuable having a then current Fair Market Value not
    exceeding the amount necessary to satisfy the withholding
    obligation of the Company and its Subsidiaries based on the
    minimum applicable statutory withholding rates for federal,
    state, local and foreign income tax and payroll tax
    purposes; or



 



    (d) in any combination of the foregoing.



 



    At any time during the life of the RSUs, in the event
    Participant provides services in a country other than the US, to
    the extent that such services result in taxable income in the
    non-US location Participant shall be considered an
    “Internationally Mobile Participant” until such time
    as the RSUs are fully vested.




    

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    Internationally Mobile Participants shall not be permitted to
    make payment of taxes in accordance with clause (c) above.
    At the time of a taxable event, Internationally Mobile
    Participant authorizes the Company or an Affiliate to have the
    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 any or
    all income tax, social insurance, payroll tax, payment on
    account or other tax-related withholding (“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 for Tax-Related Items
    necessary for this reason will be done by the Company or an
    Affiliate, in its sole discretion, through Internationally
    Mobile Participant’s paycheck or other cash compensation
    paid to Internationally Mobile Participant by the Company
    and/or an
    Affiliate or through direct payment by Internationally Mobile
    Participant to the Company in the form of cash, check or other
    cash equivalent.



 



    In the event Participant fails to provide timely payment of all
    sums required by the Company pursuant to this Section 3,
    the Company shall have the right and option, but not obligation,
    to treat such failure as an election by Participant or
    Internationally Mobile Participant to satisfy all or any portion
    of his or her required payment obligation by means of requesting
    the Company to withhold vested Shares otherwise issuable in
    accordance with either clause (c) above or Sell to Cover,
    as applicable.



 



    The Company shall not be obligated to deliver any new
    certificate representing Shares issuable with respect to the
    Restricted Stock Units 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 federal, state,
    local and foreign taxes applicable to the taxable income of
    Participant resulting from the grant of the Restricted Stock
    Units, the distribution of the Shares issuable with respect
    thereto, or any other taxable event related to the Restricted
    Stock Units.



 



    4. Rights as
    Stockholder.  Neither the Participant
    nor any person claiming under or through the Participant will
    have any of the rights or privileges of a stockholder of the
    Company in respect of 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 the Participant (including through electronic
    delivery to a brokerage account). After such issuance,
    recordation and delivery, the 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 is then listed,
    (b) the completion of any registration or other
    qualification of the Shares under any state or federal law or
    under rulings or regulations of the 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 state or federal 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 execution, attachment or similar
    process, this grant and the rights and privileges conferred
    hereby immediately will become null and void.




    

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    8. Rights as
    Stockholder.  Until Shares are issued
    in respect of the RSUs the Participant shall have no rights of a
    stockholder with respect to the RSUs.



 



    9. Not a Contract of
    Employment.  Nothing in this Agreement
    or in the Plan shall confer upon the Participant any right to
    continue to serve as an Employee or other service provider of
    the Company or any of its subsidiaries.



 



    10. Governing Law.  The laws
    of the State of California shall govern the interpretation,
    validity, administration, enforcement and performance of the
    terms of this Agreement regardless of the law that might be
    applied under principles of conflicts of laws.



 



    11. Conformity to Securities
    Laws.  The Participant acknowledges
    that the Plan and this Agreement are intended to conform to the
    extent necessary with all provisions of the Securities Act and
    the Exchange Act, and any and all regulations and rules
    promulgated thereunder by the 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.



 



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



 



    13. 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 United States mail by certified mail, with
    postage and fees prepaid, addressed to the Participant to his
    address shown in the Company records, and to the Company at its
    principal executive office.



 



    14. 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, this Agreement shall be binding upon
    Participant and his or her heirs, executors, administrators,
    successors and assigns.



 



    15. Compliance in Form and
    Operation.  This Agreement and the
    Restricted Stock Units are intended to comply with
    Section 409A of the Code and the Treasury Regulations
    thereunder and shall be interpreted in a manner consistent with
    that intention.




    

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