exv10w01






 




    Exhibit 10.01



 



    September 30, 2008



 



    Robert Swan



 



    Dear Bob,



 



    This letter confirms changes to your compensation arrangements
    as Senior Vice President, Finance and Chief Financial Officer
    effective July 16, 2008 (the “Effective Date”).
    You shall continue to report to the President and Chief
    Executive Officer of eBay Inc. (“eBay” or the
    “Company”).



 



    As of the Effective Date, your annual base salary will be
    $750,000, payable bi-weekly in accordance with the
    Company’s normal payroll practices. You will continue to be
    eligible to participate in the eBay Incentive Plan
    (“eIP”). Payouts under the eIP are based on individual
    achievement as well as Company performance. Your target annual
    incentive bonus for the eIP is 100% of your base salary. The
    Company reserves the right to amend, change or cancel the eIP at
    its sole discretion. The Compensation Committee of the Board
    (the “Compensation Committee”) shall review your base
    salary and target annual incentive bonus at least annually and
    shall modify such amounts as the Compensation Committee deems
    appropriate.



 



    You will be granted an award of 130,000 restricted stock units
    (“RSUs”) on the second Friday of August 2008 (the
    “Grant Date”). The RSUs will vest and become
    non-forfeitable over three years at the rate of 1/3 a year on
    each anniversary of the Grant Date, subject to your continued
    employment with the Company on each vesting date.



 



    You will also be granted a stock option to purchase
    500,000 shares of eBay’s common stock. The stock
    option grant will be split into two equal tranches, with the
    first tranche to be issued and priced on the Grant Date, and the
    second tranche to be issued and priced on the date 27 weeks
    after the Grant Date. The exercise price for each tranche will
    be no less than the fair market value of eBay’s common
    stock on the respective grant date. The shares subject to each
    tranche of the stock option will vest as to 12.5% of the shares
    on the six-month anniversary of the Grant Date and
    1/48 monthly thereafter, subject to your continued
    employment with the Company on each vesting date.



 



    Your employment at the Company remains “at-will” and
    either you or the Company may terminate your employment at any
    time, with or without cause. However, if your employment is
    involuntarily terminated by the Company other than for
    “Cause,” then, subject to you executing and not
    revoking the Company’s standard form of release within
    60 days of the date of your termination of employment, the
    Company shall provide you with a lump sum severance payment
    consisting of your annual base salary plus your target annual
    incentive bonus as in effect on such date (the “Target Cash
    Compensation”) calculated as follows: two times the Target
    Cash Compensation if the termination occurs prior to the second
    anniversary of the Effective Date, one and one-half times the
    Target Cash Compensation if the termination occurs on or after
    the second anniversary but prior to the third anniversary of the
    Effective Date, and one times the Target Cash Compensation if
    the termination occurs on or after the third anniversary of the
    Effective Date.



 



    For purposes of this agreement, “Cause” shall mean:
    (i) your willful failure to carry out, or comply with, in
    any material respect any lawful and reasonable directive of the
    Board or the President and Chief Executive Officer of eBay,
    which is not remedied within 30 days after receipt of
    written notice from the Company specifying such failure;
    (ii) your conviction of, or plea of nolo contendere
    to, any felony (or any other crime having a material adverse
    effect on the Company); (iii) your commission of an act of
    fraud, embezzlement, misappropriation, willful misconduct, or
    breach of fiduciary duty against the Company.



 



    Except as specifically modified and amended herein, all of the
    terms and conditions of your offer letter dated
    February 10, 2006 (as amended by the letter agreement dated
    July 12, 2006) remain in full force and effect.



 



    Very truly yours,



 



    eBay Inc.



 








    ACCEPTED:



 



    /s/  Robert
    Swan








    Robert Swan