exv10w15



 







    Exhibit 10.15



 


 




    eBay
    Inc.

    



 




    2003
    DEFERRED STOCK UNIT PLAN, AS AMENDED



 




    Initial
    Stockholder Approval on June 26, 2003

    Amended and Restated Effective as of January 10, 2007

    Termination Date: March 17, 2013



 












 







    Table
    of Contents



 


	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    ARTICLE I

    

    GENERAL



	
	

    1.1
    


	
	
 
	
    Purpose
    
	
 
	
	
    1
    
	

	
	

    1.2
    


	
	
 
	
    Definitions of Certain Terms
    
	
 
	
	
    1
    
	

	
	

    1.3
    


	
	
 
	
    Administration
    
	
 
	
	
    2
    
	

	
	

    1.4
    


	
	
 
	
    Persons Eligible for Awards
    
	
 
	
	
    2
    
	

	
	

    1.5
    


	
	
 
	
    Types of Awards Under Plan
    
	
 
	
	
    3
    
	

	
	

    1.6
    


	
	
 
	
    Shares of Common Stock Available
    for Awards
    
	
 
	
	
    3
    
	

	
 

	

    ARTICLE II

    

    AWARDS UNDER THE PLAN



	
	

    2.1
    


	
	
 
	
    Agreements Evidencing Awards
    
	
 
	
	
    3
    
	

	
	

    2.2
    


	
	
 
	
    No Rights as a Stockholder
    
	
 
	
	
    4
    
	

	
	

    2.3
    


	
	
 
	
    Grant of Deferred Stock Units
    
	
 
	
	
    4
    
	

	
	

    2.4
    


	
	
 
	
    Grant of Dividend Equivalent Rights
    
	
 
	
	
    4
    
	

	
 

	

    ARTICLE III

    

    MISCELLANEOUS



	
	

    3.1
    


	
	
 
	
    Amendment of the Plan
    
	
 
	
	
    5
    
	

	
	

    3.2
    


	
	
 
	
    Tax Withholding
    
	
 
	
	
    5
    
	

	
	

    3.3
    


	
	
 
	
    Required Consents and Legends
    
	
 
	
	
    5
    
	

	
	

    3.4
    


	
	
 
	
    Nonassignability; No Hedging
    
	
 
	
	
    5
    
	

	
	

    3.5
    


	
	
 
	
    Successor Entity
    
	
 
	
	
    6
    
	

	
	

    3.6
    


	
	
 
	
    Right of Discharge Reserved
    
	
 
	
	
    6
    
	

	
	

    3.7
    


	
	
 
	
    Nature of Payments
    
	
 
	
	
    6
    
	

	
	

    3.8
    


	
	
 
	
    Other Payments or Awards
    
	
 
	
	
    6
    
	

	
	

    3.9
    


	
	
 
	
    Plan Headings
    
	
 
	
	
    6
    
	

	
	

    3.10
    


	
	
 
	
    Termination of Plan
    
	
 
	
	
    6
    
	

	
	

    3.11
    


	
	
 
	
    Governing Law
    
	
 
	
	
    7
    
	

	
	

    3.12
    


	
	
 
	
    Severability; Entire Agreement
    
	
 
	
	
    7
    
	

	
	

    3.13
    


	
	
 
	
    No Third Party Beneficiaries
    
	
 
	
	
    7
    
	

	
	

    3.14
    


	
	
 
	
    Successors and Assigns of eBay
    
	
 
	
	
    7
    
	

	
	

    3.15
    


	
	
 
	
    Date of Adoption
    
	
 
	
	
    7
    
	










    

    i








 







    eBay
    Inc.

    2003 DEFERRED STOCK UNIT PLAN, AS AMENDED



 




    Initial
    Stockholder Approval on June 26, 2003

    Amendment Adopted by the Compensation Committee on
    March 16, 2005

    Termination Date: March 17, 2013



 




    ARTICLE I

    



 




    GENERAL
    



 



    1.1  Purpose



 



    The purpose of the eBay Inc. 2003 Deferred Stock Unit Plan is to
    retain and motivate members of the eBay board of directors and
    such other officers or employees as are selected to participate,
    to compensate them for their contributions to the long-term
    growth and profits of the Company, and to encourage them to
    acquire a proprietary interest in the success of the Company
    including by providing a convenient means for them to acquire
    shares of Common Stock from the Company at fair market value.



 



    1.2  Definitions of Certain Terms



 



    “eBay” means eBay Inc. or a successor entity
    contemplated by Section 3.5.



 



    “Annual Retainer” shall have the meaning set
    forth in Section 1.4.2.



 



    “Award” means an award made pursuant to the
    Plan.



 



    “Award Agreement” means the written document by
    which each Award is evidenced.



 



    “Board” means the Board of Directors of eBay.



 



    “Cash Payment Date” shall have the meaning set
    forth in Section 1.4.2.



 



    “Code” means the Internal Revenue Code of 1986,
    as amended from time to time, and the applicable rulings and
    regulations thereunder.



 



    “Committee” means the committee established
    pursuant to Section 1.3.1.



 



    “Common Stock” means the common stock of eBay,
    par value $0.001 per share.



 



    “Company” means eBay and its subsidiaries.



 



    “Electing Director” shall have the meaning set
    forth in Section 1.4.2.



 



    “Eligibility Date” shall have the meaning set
    forth in Section 1.4.2.



 



    “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 Common Stock (or other
    securities of the Company) or the share price of Common Stock
    (or other securities) and causes a change in the per share value
    of the Common Stock underlying outstanding Awards.



 



    “Exchange Act” means the Securities Exchange
    Act of 1934, as amended from time to time, and the applicable
    rules and regulations thereunder.



 



    “Fair Market Value” means, as of any date, the
    value of a share of 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 other than
    the Nasdaq National Market, 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




    

    1








 






    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; and (d) if none of the foregoing is
    applicable, then the value determined by the Committee in good
    faith.



 



    “New Director” shall have the meaning set forth
    in Section 1.4.1.



 



    “Plan” means the eBay Inc. 2003 Deferred Stock
    Unit Plan, as described herein and as hereafter amended from
    time to time.



 



    1.3  Administration



 



    1.3.1  Except as otherwise provided herein, the Plan
    shall be administered by the Compensation Committee of the Board
    (the “Committee”). The Committee is
    authorized, subject to the provisions of the Plan, to establish
    such rules and regulations as it deems necessary for the proper
    administration of the Plan (including with respect to setting
    terms and conditions of further voluntary deferral of Awards
    beyond the delivery date, which further deferrals shall comply
    with the provisions of Section 409A of the Code) and to
    make such determinations and interpretations and to take such
    action in connection with the Plan and any Award granted
    thereunder as it deems necessary or advisable. All
    determinations and interpretations made by the Committee shall
    be final, binding and conclusive on all grantees and on their
    legal representatives and beneficiaries. The Committee shall
    have the authority, in its absolute discretion, to determine the
    persons who shall receive Awards, the time when Awards shall be
    granted, the terms of such Awards and the number of shares of
    Common Stock, if any, which shall be subject to such Awards.
    Unless otherwise provided in an Award Agreement or as would
    otherwise subject the holder of an Award to an excise tax under
    Section 409A of the Code, the Committee shall have the
    authority to (i) amend any outstanding Award Agreement in
    any respect, whether or not the rights of the grantee of such
    Award are adversely affected, including, without limitation, to
    accelerate the time or times at which the Award becomes vested,
    unrestricted or may be exercised, waive or amend any goals,
    restrictions or conditions set forth in such Award Agreement, or
    impose new goals, restrictions and conditions, or reflect a
    change in the grantee’s circumstances and
    (ii) determine whether, to what extent and under what
    circumstances and method or methods (A) Awards may be
    (1) settled in cash, shares of Common Stock, other
    securities, other Awards or other property or (2) canceled,
    forfeited or suspended, (B) shares of Common Stock, other
    securities, other Awards or other property, and other amounts
    payable with respect to an Award may be deferred at the election
    of the grantee thereof with the consent of the Committee or at
    the election of the Committee and (C) Awards may be settled
    by the Company or any of its designees. Notwithstanding anything
    to the contrary contained herein, the Board may, in its sole
    discretion, at any time and from time to time, grant Awards
    (including grants to members of the Board who are not employees
    of the Company) or administer the Plan, in which case the Board
    shall have all of the authority and responsibility granted to
    the Committee herein.



 



    1.3.2  Actions of the Committee may be taken by the
    vote of a majority of its members. The Committee may allocate
    among its members and delegate to any person who is not a member
    of the Committee any of its administrative responsibilities.



 



    1.4  Persons Eligible for Awards



 



    1.4.1  Awards under the Plan shall be made to each new
    member of the Board upon the later of (i) their election to
    service as a member of the Board after December 31, 2002;
    and (ii) the adoption of this plan by the stockholders (a
    “New Director”).



 



    1.4.2  Awards under the Plan shall be made to Electing
    Directors (as defined below) on the date on which they otherwise
    would be entitled to receive a cash payment (the
    “Cash Payment Date”) in respect of their
    annual retainer for their services on the Board (including, if
    applicable, as “Lead Director”) and, to the extent
    applicable, on any committees thereof (the “Annual
    Retainer”), which annual retainer is payable
    quarterly in arrears. An “Electing
    Director” is any member of the Board who, with
    respect to a particular taxable year has made an election to
    have all of his or her Annual Retainer for services performed in
    such taxable year paid in the form of Awards under the Plan,
    rather than in the form of quarterly cash payments as described
    above. Such election must be in a form approved by the Committee
    and must be delivered to the Committee (or a person




    

    2








 






    designated by the Committee to receive such election) prior to
    the end of the preceding taxable year or as otherwise prescribed
    by law; provided, however, that during the first
    taxable year during which any member of the Board is eligible to
    elect to receive Awards under this Section 1.4.2, such
    election shall be made within thirty days of the
    “Eligibility Date” with respect to
    services to be performed subsequent to the election but during
    such taxable year. With respect to individuals who are members
    of the Board on March 16, 2005, the Eligibility Date is
    March 16, 2005; with respect to individuals who become
    members of the Board after March 16, 2005, the Eligibility
    Date is the date on which such individual becomes a member of
    the Board. Notwithstanding the foregoing, for an election to be
    effective with respect to a quarter during the first taxable
    year in which a member of the Board is eligible to participate
    hereunder, such election shall be made within 30 days of
    the Eligibility Date and prior to the start of such quarter,
    which means that in the case of individuals who are members of
    the Board on March 16, 2005, such election must be made on
    or prior to March 31, 2005 in order for such election to be
    effective with respect to that portion of the Annual Retainer
    earned during the second quarter of 2005.



 



    1.4.3  Awards under the Plan may also be made to such
    officers and employees (including prospective employees) of the
    Company as the Committee may select.



 



    1.5  Types of Awards Under Plan



 



    Awards may be made under the Plan in the form of
    (a) deferred stock units and (b) dividend equivalent
    rights.



 



    1.6  Shares of Common Stock Available for
    Awards



 



    1.6.1  Common Stock Subject to the
    Plan.  Subject to adjustment as provided in
    Section 1.6.2 hereof, the maximum number of shares
    underlying deferred stock units that may be reserved for
    issuance are
    4,000,0001
    shares of Common Stock. Such shares of Common Stock may, in the
    discretion of the Committee, be either authorized but unissued
    shares or shares previously issued and reacquired by eBay. If
    any Award shall expire, terminate or otherwise lapse, in whole
    or in part, any shares of Common Stock subject to such Award (or
    portion thereof) shall again be available for issuance under the
    Plan.



 



    1.6.2  Capitalization
    Adjustments.  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 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 of
    Common Stock covered by each outstanding Award, and the
    numerical limits of Section 1.6.1.



 



    1.6.3  Equity Restructuring
    Adjustments.  In connection with the
    occurrence of any Equity Restructuring, and notwithstanding
    anything to the contrary in Section 1.6.2 the number and
    type of securities subject to each outstanding Award and the
    grant price thereof, if applicable, will be equitably adjusted
    by the Committee. The adjustments provided under this
    Section 1.6.3 shall be nondiscretionary and shall be final
    and binding on the affected Participant and the Company.



 




    ARTICLE II

    



 




    AWARDS UNDER
    THE PLAN
    



 



    2.1  Agreements Evidencing Awards



 



    Each Award granted under the Plan shall be evidenced by a
    written document which shall contain such provisions and
    conditions as the Committee deems appropriate. The Committee may
    grant Awards in tandem with or in substitution for any other
    Award or Awards granted under this Plan or any award granted
    under any


 

 


    1  Denotes
    that such share number reflects the stock splits of eBay’s
    common stock occurring in
    8/03 and in
    02/05.




    

    3








 






    other plan of the Company. By accepting an Award pursuant to the
    Plan, a grantee agrees that the Award shall be subject to all of
    the terms and provisions of the Plan and the applicable Award
    Agreement.



 



    2.2  No Rights as a Stockholder



 



    No grantee of an Award shall have any of the rights of a
    stockholder of eBay with respect to shares of Common Stock
    subject to such Award until the delivery of such shares. Except
    as otherwise provided in Section 1.6.2, no adjustments
    shall be made for dividends, distributions or other rights
    (whether ordinary or extraordinary, and whether in cash, Common
    Stock, other securities or other property) for which the record
    date is prior to the date such shares are delivered.



 



    2.3  Grant of Deferred Stock Units



 



    2.3.1  Each New Director shall receive a one-time
    grant of deferred stock units equal to the result of dividing
    (i) $150,000 by (ii) the Fair Market Value on the date
    of grant, rounded down to the nearest whole share. A grantee of
    a deferred stock unit will have only the rights of a general
    unsecured creditor of eBay until delivery of shares of Common
    Stock, cash or other securities or property is made as specified
    in the applicable Award Agreement. As soon as practicable
    following the delivery date specified in the Award Agreement,
    the grantee of each deferred stock unit not previously forfeited
    or terminated shall receive one share of Common Stock, or cash,
    securities or other property equal in value to the Fair Market
    Value of a share of Common Stock on the delivery date specified
    in the Award Agreement or a combination thereof, as specified by
    the Committee.



 



    2.3.2  On each Cash Payment Date with respect to a
    taxable year in which a member of the Board is an Electing
    Director pursuant to Section 1.4.2, such Electing Director
    shall receive a grant of deferred stock units equal to the
    result of dividing (i) the amount of cash the Electing
    Director would have received on such Cash Payment Date if he or
    she had not elected to become an Electing Director by
    (ii) the Fair Market Value on the date of grant, rounded
    down to the nearest whole share. A grantee of a deferred stock
    unit will have only the rights of a general unsecured creditor
    of eBay until delivery of shares of Common Stock, cash or other
    securities or property is made as specified in the applicable
    Award Agreement. As soon as practicable following the delivery
    date specified in the Award Agreement, the grantee of each
    deferred stock unit not previously forfeited or terminated shall
    receive one share of Common Stock, or cash, securities or other
    property equal in value to the Fair Market Value of a share of
    Common Stock on the delivery date specified in the Award
    Agreement or a combination thereof, as specified by the
    Committee.



 



    2.3.3  The Committee may grant deferred stock units in
    such amounts and subject to such terms and conditions as the
    Committee shall determine to such other persons eligible to be
    selected for an Award pursuant to Section 1.4.3.



 



    2.4  Grant of Dividend Equivalent Rights



 



    The Committee may include in the Award Agreement with respect to
    any Award a dividend equivalent right entitling the grantee to
    receive amounts equal to all or any portion of the dividends
    that would be paid on the shares of Common Stock covered by such
    Award if such shares had been delivered pursuant to such Award.
    The grantee of a dividend equivalent right will have only the
    rights of a general unsecured creditor of eBay until payment of
    such amounts is made as specified in the applicable Award
    Agreement. In the event such a provision is included in an Award
    Agreement, the Committee shall determine whether such payments
    shall be made in cash, in shares of Common Stock or in another
    form, whether they shall be conditioned upon the exercise of the
    Award to which they relate, the time or times at which they
    shall be made, and such other terms and conditions as the
    Committee shall deem appropriate.




    

    4








 





 




    ARTICLE III

    



 




    MISCELLANEOUS
    



 



    3.1  Amendment of the Plan



 



    The Committee may from time to time suspend, discontinue, revise
    or amend the Plan in any respect whatsoever; provided, however,
    that such action shall not materially adversely affect the
    rights and obligations of a grantee under an Award previously
    granted.



 



    3.2  Tax Withholding



 



    As a condition to the delivery of any shares of Common Stock
    pursuant to any Award or the lifting or lapse of restrictions on
    any Award, or in connection with any other event that gives rise
    to a federal or other governmental tax withholding obligation on
    the part of the Company relating to an Award (including, without
    limitation, FICA tax), (a) the Company may deduct or
    withhold (or cause to be deducted or withheld) from any payment
    or distribution to a grantee whether or not pursuant to the
    Plan; (b) the Committee shall be entitled to require that
    the grantee remit cash to the Company (through payroll deduction
    or otherwise), in each case in an amount sufficient in the
    opinion of the Company to satisfy such withholding obligation;
    or (c) if the event giving rise to the withholding
    obligation involves a transfer of shares of Common Stock, then
    at the discretion of the Committee, the grantee may satisfy the
    withholding obligation by electing to have the Company withhold
    shares of Common Stock (not in excess of the statutory minimum
    rate) or by tendering previously owned shares of Common Stock,
    in each case having a Fair Market Value equal to the amount of
    tax to be withheld (or by any other mechanism as may be required
    or appropriate to conform with local tax and other rules). For
    this purpose, Fair Market Value shall be determined as of the
    date on which the amount of tax to be withheld is determined
    (and the Company may cause any fractional share amount to be
    settled in cash).



 



    3.3  Required Consents and Legends



 



    3.3.1  If the Committee shall at any time determine
    that any consent (as hereinafter defined) is necessary or
    desirable as a condition of, or in connection with, the granting
    of any Award, the delivery of shares of Common Stock or the
    delivery of any cash, securities or other property under the
    Plan, or the taking of any other action thereunder (each such
    action being hereinafter referred to as a “plan
    action”), then such plan action shall not be taken, in
    whole or in part, unless and until such consent shall have been
    effected or obtained to the full satisfaction of the Committee.
    The Committee may direct that any certificate evidencing shares
    delivered pursuant to the Plan shall bear a legend setting forth
    such restrictions on transferability as the Committee may
    determine to be necessary or desirable, and may advise the
    transfer agent to place a stop transfer order against any
    legended shares.



 



    3.3.2  By accepting an Award, each grantee expressly
    provides consent to the items described in Section 3.3.3
    below.



 



    3.3.3  The term “consent” as used in this
    Section 3.3 with respect to any plan action includes
    (a) any and all listings, registrations or qualifications
    in respect thereof upon any securities exchange or under any
    federal, state, or local law, or law, rule or regulation of a
    jurisdiction outside the United States, (b) any and all
    written agreements and representations by the grantee with
    respect to the disposition of the shares, or with respect to any
    other matter, which the Committee may deem necessary or
    desirable to comply with the terms of any such listing,
    registration or qualification or to obtain an exemption from the
    requirement that any such listing, qualification or registration
    be made, (c) any and all other consents, clearances and
    approvals in respect of a plan action by any governmental or
    other regulatory body or any stock exchange or self-regulatory
    agency and (d) any and all consents required by the
    Committee. Nothing herein shall require eBay to list, register
    or qualify shares of Common Stock on any securities exchange.



 



    3.4  Nonassignability; No Hedging



 



    Except to the extent otherwise expressly provided in the
    applicable Award Agreement or determined by the Committee, no
    Award (or any rights and obligations thereunder) granted to any
    person under the Plan may be sold, exchanged, transferred,
    assigned, pledged, hypothecated or otherwise disposed of or
    hedged, in any




    

    5








 






    manner (including through the use of any cash-settled
    instrument), whether voluntarily or involuntarily and whether by
    operation of law or otherwise, other than by will or by the laws
    of descent and distribution. Any sale, exchange, transfer,
    assignment, pledge, hypothecation, or other disposition in
    violation of the provisions of this Section 3.4 shall be
    null and void and any Award which is hedged in any manner shall
    immediately be forfeited. All of the terms and conditions of
    this Plan and the Award Agreements shall be binding upon any
    permitted successors and assigns.



 



    3.5  Successor Entity



 



    Unless otherwise provided in the applicable Award Agreement and
    except as otherwise determined by the Committee, in the event of
    a merger, consolidation, mandatory share exchange or other
    similar business combination of eBay with or into any other
    entity (“successor entity”) or any transaction in
    which another person or entity acquires all of the issued and
    outstanding Common Stock of eBay, or all or substantially all of
    the assets of eBay, outstanding Awards may be assumed or a
    substantially equivalent award may be substituted by such
    successor entity or a parent or subsidiary of such successor
    entity.



 



    3.6  Right of Discharge Reserved



 



    Nothing in the Plan or in any Award Agreement shall confer upon
    any grantee the right to continued service as a member of the
    Board or any committee thereof or to future compensation as a
    member of the Board or any committee thereof or affect any right
    which the Company or Board may have to terminate such service.



 



    3.7  Nature of Payments



 



    3.7.1  Any and all grants of Awards and deliveries of
    Common Stock, cash, securities or other property under the Plan
    shall be in consideration of services performed or to be
    performed for the Company by the grantee. Awards under the Plan
    may, in the discretion of the Committee, be made in substitution
    in whole or in part for cash or other compensation otherwise
    payable to a participant in the Plan. Only whole shares of
    Common Stock shall be delivered under the Plan. Awards shall, to
    the extent reasonably practicable, be aggregated in order to
    eliminate any fractional shares. Fractional shares shall be
    rounded down to the nearest whole share and any such fractional
    shares shall be forfeited.



 



    3.7.2  All such grants and deliveries shall constitute
    a special discretionary incentive payment to the grantee and
    shall not be required to be taken into account in computing the
    amount of salary or compensation of the grantee for the purpose
    of determining any contributions to or any benefits under any
    pension, retirement, profit-sharing, bonus, life insurance,
    severance or other benefit plan of the Company or under any
    agreement with the grantee, unless the Company specifically
    provides otherwise.



 



    3.8  Other Payments or Awards



 



    Nothing contained in the Plan shall be deemed in any way to
    limit or restrict the Company from making any award or payment
    to any person under any other plan, arrangement or
    understanding, whether now existing or hereafter in effect.



 



    3.9  Plan Headings



 



    The headings in this Plan are for the purpose of convenience
    only and are not intended to define or limit the construction of
    the provisions hereof.



 



    3.10  Termination of Plan



 



    The Committee reserves the right to terminate the Plan at any
    time; provided, however, that in any case, the Plan shall
    terminate on March 17, 2013, and provided further,
    that all Awards made under the Plan prior to its termination
    shall remain in effect until such Awards have been satisfied or
    terminated in accordance with the terms and provisions of the
    Plan and the applicable Award Agreements.




    

    6








 





 



    3.11  Governing Law



 



    THIS PLAN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
    WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO
    PRINCIPLES OF CONFLICT OF LAWS.



 



    3.12  Severability; Entire Agreement



 



    If any of the provisions of this Plan or any Award Agreement is
    finally held to be invalid, illegal or unenforceable (whether in
    whole or in part), such provision shall be deemed modified to
    the extent, but only to the extent, of such invalidity,
    illegality or unenforceability and the remaining provisions
    shall not be affected thereby; provided, that if any of
    such provisions is finally held to be invalid, illegal, or
    unenforceable because it exceeds the maximum scope determined to
    be acceptable to permit such provision to be enforceable, such
    provision shall be deemed to be modified to the minimum extent
    necessary to modify such scope in order to make such provision
    enforceable hereunder. The Plan and any Award Agreements contain
    the entire agreement of the parties with respect to the subject
    matter thereof and supersede all prior agreements, promises,
    covenants, arrangements, communications, representations and
    warranties between them, whether written or oral with respect to
    the subject matter thereof.



 



    3.13  No Third Party Beneficiaries



 



    Except as expressly provided therein, neither the Plan nor any
    Award Agreement shall confer on any person other than the
    Company and the grantee of any Award any rights or remedies
    thereunder.



 



    3.14  Successors and Assigns of eBay



 



    The terms of this Plan shall be binding upon and inure to the
    benefit of eBay and any successor entity contemplated by
    Section 3.5.



 



    3.15  Date of Adoption



 



    The Plan was adopted on March 18, 2003 by the Committee and
    was amended by the Committee on March 16, 2005 to provide a
    convenient means for members of the eBay board of directors to
    acquire shares of Common Stock from the Company at fair market
    value.




    

    7