Exhibit











November 5, 2018                            


Steve Fisher
1306 Ocean Avenue
Point Pleasant Beach, NJ 08742


Dear Steve:


Effective on November 5, 2018, you will transition to the position of SVP, CTO of eBay Inc., reporting to the CEO, at a bi-weekly salary of $26,923.08, which is equivalent to an annualized salary of $700,000.08.  


The SVP, CTO role, as constituted, is considered a Section 16 officer position.


As SVP CTO, you will continue to be eligible to participate in the eBay Incentive Plan (eIP) with an annual bonus based on individual achievement as well as company performance. The annual bonus period is from January 1 through December 31. Your target bonus for the eIP is 100% of your annual base salary, pro-rated based on the eligible earnings paid while you are employed in an eIP eligible position during the annual bonus period. There is no guarantee any eIP bonus will be paid and any actual bonus will be determined after the end of the annual bonus period based on your eligible earnings as defined in the eIP. To be eligible to receive any eIP bonus, you must be employed on or before the first business day of the fourth quarter and you must be employed on the date the bonus is paid. The payment of any bonus is at eBay’s sole and absolute discretion and subject to the terms and conditions of the eIP. eBay reserves the right, in its sole discretion, to amend, change or cancel the eIP at any time.  


We mutually agree that you will not receive an equity grant in 2019.  In lieu of an equity grant you will be eligible to receive a payment of $500,000 (less deductions and applicable taxes), payable in or around December 15, 2019, subject to your continued employment on the date of payment.  For clarity, the minimum award value of $2,500,000 referenced in your September 2, 2014 offer letter no longer applies


Employee Benefits


You will continue to be entitled to the benefits that eBay customarily makes available to employees in positions comparable to yours.  Please refer to the benefit plan documents for more details, including eligibility.  eBay reserves the right, in its sole discretion, to amend, change or cancel the benefits at any time. 


In addition, eBay will provide you with access to medical benefits under the program or programs then available to employees in positions comparable to yours through October 31, 2024, using a combination of the employee or post-employment programs.  Should you terminate prior to 


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October 31, 2024, access to medical benefits will be provided through COBRA or a program with equivalent terms through October 31, 2024.


Severance and Change in Control Protections


Your employment at the Company is “at-will” and either you or the Company may terminate your employment at any time, with or without cause or advance notice. The at-will nature of the employment relationship can only be changed by written agreement signed by eBay’s Chief People Officer. Other terms, conditions, job responsibilities, compensation and benefits may be adjusted by the Company from time to time in its sole discretion.


Although your employment with the Company shall be “at-will” as set forth above, you will be entitled to severance protection in certain circumstances, as described below, subject in all instances to you executing and not revoking the Company’s standard form of release (the “Release”) within 60 days of your termination of employment, with such amounts or benefits to be paid and/or provided as set forth in the applicable plan document or as described below as of the date the Release becomes irrevocable, provided that if the 60-day time period following your termination of employment spans two calendar years, they shall be provided as of the later of the date the Release becomes irrevocable or the first calendar day of the calendar year following the year in which your employment terminates.


Termination Outside of a Change in Control Period.   During your tenure as SVP, CTO, you will be eligible to participate in the eBay Inc. SVP and Above Standard Severance Plan (the “SVP Severance Plan”), as amended and restated effective January 1, 2016.  Please review the enclosed SVP Severance Plan for the details on the Plan.  


In addition to the standard provisions of the SVP Severance Plan, eBay agrees that if you continue to be employed by eBay through December 31, 2019, upon voluntary termination you will be provided with the severance benefits provided for a Qualifying Termination under the SVP Severance Plan.


Termination During a Change in Control Period.   You will be eligible to participate in the eBay Restated Change in Control Severance Plan for Key Employees (the “CIC Severance Plan”). Under the CIC Severance Plan, you will be entitled to certain benefits if you are terminated for reasons other than for Cause or resignation without Good Reason during the “Change in Control Period” (as this term is defined in the CIC Severance Plan).  Please review the enclosed Change in Control Severance Plan for Key Employees and Summary Plan Description for the details on the Plan.  During your tenure as SVP, CTO, you will be eligible to participate in the CIC Severance Plan at Tier 1.  


Mutual Arbitration Agreement and Employee Proprietary Information and Inventions Agreement


The Mutual Arbitration Agreement and the Employee Proprietary Information and Inventions Agreement that you executed in conjunction with your employment in 2014 remain in force.


Steve, we are excited that you are continuing to be part of the eBay team!






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Very truly yours,




/s/ Kristin Yetto
Kristin Yetto
Senior Vice President, Chief People Officer




ACCEPTED:


/s/ Steve Fisher        
Steve Fisher


11/5/2018    
Date




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