exv10w03






Exhibit 10.03




March 27, 2008




Alan Marks





Dear Alan:




     eBay Inc. (the “Company” or “eBay”) is pleased to offer you the exempt position of Senior Vice
President, Corporate Communications at a bi-weekly salary of $11,538.47 which is equivalent to an
annualized salary of $300,000.22. In addition, the Company may award you discretionary bonuses
from time to time.



     You will be entitled to the benefits that eBay customarily makes available to employees in
positions comparable to yours and it will be recommended to the Compensation Committee of the Board
of Directors of eBay Inc. (the “Compensation Committee”) that you be granted a stock option to
purchase 75,000 shares of eBay’s common stock under the Company’s current stock plan. The exercise
price for the stock option will be no less than the fair market value of eBay’s common stock on the
date of grant, as determined by the Board of Directors. Generally, the stock option will vest and
become exercisable (assuming your continued employment with an eBay company on each vesting date)
over four years at the rate of 25% of the shares subject to the option one year after the
commencement of your employment and, at the end of each month thereafter, with respect to an
additional 1/48 of the shares subject to the option.



     Additionally, it will also be recommended to the Compensation Committee that you be granted a
target award of 10,000 performance based restricted stock units (“PBRSUs”) under the Company’s
current stock plan. The PBRSUs will have a two-year performance period beginning January 1, 2008.
The actual amount of the award will be determined at the end of the two-year performance period and
will be based on Company performance under non-GAAP operating margin and revenue growth measures,
which, in turn, will be modified by a return on invested capital performance metric, all set by the
Compensation Committee. The award will vest and become non-forfeitable (assuming your continued
employment with an eBay company on each vesting date) at the rate of 50% of the shares subject to
the award on the date of grant, which is expected to be March 1, 2010, and as to the remaining 50%
of the shares on the first anniversary of the date of grant, subject to necessary withholding for
applicable taxes.



     Enclosed is an Insider Trading Agreement, which outlines the procedures and guidelines
governing securities trades by company personnel. Please review the Agreement carefully, execute
the certification and return it to me.



     You will be eligible to participate in the 2008 eBay Incentive Plan (eIP) available to
employees in positions comparable to yours. Payouts under the plan for Senior Vice Presidents are
based on individual achievements as well as Company performance and are paid on an annual cycle.
Your target bonus for eIP is 55% of your base salary. The Company reserves the right to amend,
change or cancel the plan at its sole discretion.



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     You will also be eligible to receive a bonus of $1,000,000 (less deductions and applicable
taxes) to assist with you with the purchase of a home in the Bay Area. This bonus will be payable
as soon as administratively possible following your notice to the Company that you are prepared to
purchase a home in the Bay Area. In the event that your employment ceases for reasons of cause or
resignation prior to completion of one year of service from your start date, you will be required
to repay the bonus in full to eBay. If your employment ceases for reasons of cause or resignation
after one year but prior to the third anniversary of your start date, your repayment obligation
with respect to the bonus will be reduced by 1/36 for every full month of employment. No repayment
would be required for termination after three years of employment with the Company.



     In addition, you will also be eligible to receive a one-time make good bonus of $65,000 (less
deductions and applicable taxes) payable August 1, 2008.



     eBay will assist with expenses incurred for your relocation from Portland, Oregon, to San
Jose, California, under the terms of eBay’s relocation assistance program for employees in
positions comparable to yours. This assistance includes up to 6 months of temporary corporate
housing. In the event that your employment ceases for reasons of cause or resignation prior to
completion of one year of service from your start date, the relocation assistance is fully
refundable to eBay. If your employment ceases after one year but prior to two years from your
start date, your repayment obligation will be reduced by 1/24 for every full month of active
employment. No repayment would be required upon termination after two years of employment.



     Under federal immigration laws, the Company is required to verify each new employee’s identity
and legal authority to work in the United States. Accordingly, please be prepared to furnish
appropriate documents satisfying those requirements; this offer of employment is conditioned on
submission of satisfactory documentation. Enclosed is a list of the required documents.



     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 SVP of Human
Resources. Other terms, conditions, job responsibilities, compensation and benefits may be adjusted
by the Company from time to time in its sole discretion.



     All of us at eBay are very excited about you joining our team and look forward to a beneficial
and fruitful relationship. However, should any dispute arise with respect to your employment or the
termination of that employment, we both agree that such dispute shall be conclusively resolved by
final, binding and confidential arbitration rather than by a jury court or administrative agency.
The Company will bear those expenses unique to arbitration. Please review the enclosed Mutual
Arbitration Agreement carefully.



     As a condition of your employment, you must complete both the Mutual Arbitration Agreement and
the enclosed Employee Proprietary Information and Inventions Agreement prior to commencing
employment. In part, the Employee Proprietary Information and Inventions Agreement requires that a
departing employee refrain from unauthorized use or disclosure of the Company’s confidential
information (as defined in that Agreement). This Agreement does not prevent a former employee from
using know-how and expertise in any new field or position. If you should have any questions about
the Employee Proprietary Information and Inventions Agreement,



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please call me. Otherwise, please sign and date this document and return it to me in the
enclosed envelope.



     This letter, the Mutual Arbitration Agreement, and the Employee Proprietary Information and
Inventions Agreement contain the entire agreement with respect to your employment. Should you have
any questions with regard to any of the items indicated above, please call me. Kindly indicate your
consent to this agreement by signing copies of this letter, the Mutual Arbitration Agreement, and
the Employee Proprietary Information and Inventions Agreement and returning them to me, along with
the Insider Trading Agreement certification.



     This offer is contingent upon your background verification. Upon your signature below, this
will become our binding agreement with respect to your employment and its terms merging and
superseding in their entirety all other or prior offers, agreements and communications, whether
written or oral, by you and the Company as to the specific subjects of this letter.



     Alan, as we build an enduring success at eBay, I am confident you will play a critical role. I
look forward to your partnership with me and the rest of our leadership team.



Very truly yours,




	 	 	 
	/s/ John Donahoe
	 	 
	 

John Donahoe

	 	 
	Chief Executive Officer, eBay Inc.
	 	 
	 
	 	 
	ACCEPTED:
	 	 
	 
	 	 
	/s/ Alan Marks	 	 
	 

Alan Marks

	 	 
	 
	 	 
	March 29, 2008	 	 
	 

Date

	 	 






	 	 	 	 	 
	Anticipated Start Date:
	 	April 28, 2008	 	 
	 

	 	 

	 	 







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