EX-10.2






EXHIBIT 10.2




                                                                                         
                                    eBay Inc.



                                                                                               
                              2145 Hamilton Ave.



                                                                                               
                             San Jose, CA 95125



                                                                                               
                            Company Tax ID: 77-0430924



Notice of Grant of Award


and Award Agreement



[Name]


[Address]


Award Number:                             


Plan: 2008


Type: RSU



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 Restricted Stock Unit Agreement, the Plan 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 this Grant Notice, the Restricted Stock Unit
Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Company upon any questions arising under the Plan, this Grant
Notice or the Restricted Stock Unit Agreement.



	 	 	 
	                                                                                 

	 	                                                              
	 

	 	 
	eBay Inc.

	 	Date
	                                                                                 

	 	                                                              
	 

	 	 
	[Name]

	 	Date






1




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 (“RSUs”) under the 2008 Equity Incentive Award 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 to such terms 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 Grant Notice, 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 of Stock (the
“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 (the
“Vesting Date”) (and in no event later than 2-1/2 months following each such Vesting Date),
provided that the Participant has not experienced a Termination of Service on or prior to such
Vesting Date. After each such Vesting 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 become vested on such Vesting Date. No fractional Shares
shall be issued under this Agreement. In the event a Participant experiences a Termination of
Service, the RSUs shall cease vesting immediately upon such Termination of Service and the unvested
RSUs awarded by this Agreement shall be forfeited.



3. Taxes.



(a) 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 grant of the RSUs, the issuance of Shares with
respect thereto, or any other taxable event related to the RSUs. The Company may permit the
Participant to make such payment in one or more of the forms specified below:




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






	(ii)	 	by the deduction of such amount from any compensation payable to Participant by the Company
and/or a Subsidiary;






	(iii)	 	in the sole discretion of the Company, by requesting that the Company withhold a net number
of otherwise issuable vested Shares 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 and local
income tax and payroll tax purposes; or






	(iv)	 	in any combination of the foregoing.





(b) If, at any time during the life of the RSUs, a Participant provides services to the
Company or a Subsidiary in a country other than the United States and such services result in any
income tax, social insurance, payroll tax, payment on account or other tax-related items with
respect to the RSUs in the non-US location (“Tax-Related Items”), Participant shall be considered
an “Internationally Mobile Participant” until such time as the RSUs are fully vested.



In addition to the withholding methods set forth in clause (a) above, at the time of a taxable
event, the Internationally Mobile Participant authorizes the Company to arrange for the
Company-designated broker to sell on the market a portion of the otherwise issuable Shares that
have an aggregate market value sufficient to pay the Tax-Related Items (a “Sell to Cover”), on the
Internationally Mobile Participant’s behalf and at the Internationally Mobile Participant’s
direction pursuant to this authorization. Any Sell to Cover arrangement shall be pursuant to terms
specified by the Company from time to time.


The Company reserves the right to require that an Internationally Mobile Participant assume
liability for any tax- and/or social insurance-related charges that may otherwise be due by the
Company or a Subsidiary with respect to the RSUs, if the Company determines in its sole discretion
that such charges may legally be transferred to the Internationally Mobile Participant. To the
extent the liability for any such charges are transferred to an Internationally Mobile Participant,
such charges will be considered Tax-Related Items subject to the applicable withholding methods set
forth in this Section 3. The Company also reserves the right to impose other requirements on the
RSUs granted to an Internationally Mobile Participant and the Shares issued thereunder, to the
extent required by the local laws of the country in which the Internationally Mobile Participant is
providing services, and to require an Internationally Mobile Participant to sign any additional
agreements or undertakings that may be necessary to comply with the provisions of such local laws.



(c) No fractional Shares will be withheld or subject to a Sell to Cover arrangement to satisfy
the federal, state or local tax or any Tax-Related Items.



(d) In the event a Participant (including an Internationally Mobile 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 the obligation, to treat such failure as an election by
the Participant to satisfy all or any portion of his or her obligation for federal, state or local
tax and any Tax-Related Items by means of requesting the Company to either withhold otherwise
issuable vested Shares in accordance with clause (a)(iii) above or arrange for a Sell to Cover, as
applicable. However, the Company, in the Company’s sole discretion, may require that any
withholding for federal, state or local tax or any Tax-Related Items be satisfied in accordance
with clause (a)(i) and/or (a)(ii) above.



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 federal, state and local tax and any Tax-Related Items resulting from the grant
of the RSUs, the issuance of the Shares with respect thereto, or any other taxable event related to
the RSUs.



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, federal or
foreign law or under rulings or regulations of the U.S. Securities and Exchange Commission or other
governmental regulatory body (including any applicable foreign governmental 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, federal or foreign governmental agency
(including any applicable foreign 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.



8. 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.



9. Governing Law and Choice of Venue. The laws of the State of Delaware shall govern
the interpretation, validity, administration, enforcement and performance of the terms of this
Agreement regardless of the law that might be applied under such state’s conflict of laws
principles. For purposes of litigating any dispute that arises directly or indirectly in respect
of this Award, the parties hereby submit to and consent to the jurisdiction of the State of
California, and agree that such litigation shall be conducted in the courts of Santa Clara County,
California, or the federal courts for the United States for the Northern District of California,
and no other courts, where this grant is made and/or to be performed.



10. 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 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.



11. 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.



12. 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
(or its non-U.S. equivalent) by certified mail, with postage and fees prepaid, addressed to the
Participant at his or her address shown in the Company records, and to the Company at its principal
executive office.



13. 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.



14. Compliance in Form and Operation. This Agreement and the RSUs are intended to
comply with 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
provisions of this Agreement or the Grant Notice, the Company reserves the right, to the extent the
Company deems necessary or advisable, and without any obligation to do so or to indemnify
Participant for any failure to do so, 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 representation that the RSUs will comply
with or be exempt from Section 409A and makes no undertaking to preclude Section 409A from applying
to the RSUs.



* * * * *





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