exv10w36



 











Exhibit 10.36





EBAY INCENTIVE PLAN





1.     Purpose.



       
The eBay Incentive Plan is an element of eBay’s overall
compensation strategy to align employee compensation with
eBay’s business objectives, strategy, and performance. The
Plan is designed to reward eBay’s employees for delivering
measurable results. The purpose of the Plan is to align
compensation with quarterly and annual performance and to enable
eBay to attract, retain, and reward highly qualified individuals
who contribute to eBay’s success and motivate them to
enhance the value of the Company.




2.     Definitions.



       
(a) “Board” means eBay’s Board
of Directors.



       
(b) “Code” means the Internal
Revenue Code of 1986, as amended, or the corresponding
provisions of any subsequent federal internal revenue law.



       
(c) “Committee” means the
Compensation Committee of eBay’s Board of Directors (and
any committee to which the Compensation Committee has delegated
its authority as set forth in Section 3(b) hereof); in any
event the Committee shall be comprised of not less than two
directors of the Company, each of whom shall qualify in all
respects as an “outside director” for purposes of
Section 162(m) of the Code.



       
(d) “eBay” or
“Company” means eBay Inc. or any
corporation or business entity of which eBay (i) directly
or indirectly has an ownership interest of 50% or more, or
(ii) has a right to elect or appoint 50% or more of the
board of directors or other governing body.



       
(e) “Eligible Employee” means all
active regular full-time and part-time employees who are
notified by the Company are eligible to participate in the Plan.



       
(f) “Incentive Award” means any
cash or equity incentive payment made under the Plan.



       
(g) “Performance Period” means the
period in which performance is measured for which Incentive
Awards are paid, as determined by the Committee.



       
(h) “Plan” means this plan, which
shall be known as the eBay Incentive Plan or eIP.



       
(i) “Plan Year” means the calendar
year.






		
	3.	
    Administration.



       
(a) The Plan shall be administered by the Committee.
The Committee shall have full power and authority to:



           
(i) interpret, construe, and administer all
questions of policy and expediency pertaining to the Plan;



           
(ii) adopt such rules, regulations, agreements, and
instruments as it deems necessary for its proper administration;



           
(iii) select Eligible Employees to receive Incentive
Awards;



           
(iv) determine the terms of the Incentive Awards;



           
(v) determine the amounts subject to Incentive
Awards, including the exclusive right to establish, adjust, pay
or decline to pay the Incentive Award for each Eligible
Employee, provided that the exercise of such discretion shall
not have the effect of increasing the Incentive Award that is
payable;



           
(vi) determine whether Incentive Awards will be
granted in replacement of, or alternatives to, any other
incentive or compensation plan of eBay or an acquired business
unit;











 



           
(vii) grant waivers of Plan or Incentive Award
conditions (including any waiver that would cause an Incentive
Award not to be deductible by the Company);



           
(viii) determine the form of payment of an Incentive
Award, which may be in cash, stock or other property as
determined by the Committee;



           
(ix) correct any defect, supply any omission, or
reconcile any inconsistency in the Plan, or any Incentive Award
or notice;



           
(x) take any and all actions it deems necessary or
advisable for the proper administration of the Plan;



           
(xi) adopt such Plan procedures, regulations,
subplans and the like as deemed necessary to enable Eligible
Employees to receive awards; and



           
(xii) amend the Plan at any time and from time to
time, provided that no amendment to the Plan shall be effective
unless approved by eBay’s stockholders to the extent that
such stockholder approval is required under Section 162(m)
of the Code with respect to Incentive Awards that are intended
to qualify under that Section.



       
(b) The Committee may delegate its authority to
grant and administer Incentive Awards to a separate committee;
however, only the Committee may grant and administer Incentive
Awards with are intended to qualify as “performance-based
compensation” under Section 162(m) of the Code.




4.     Eligibility.



       
All active regular full-time and part-time employees who are
notified by the Company that they are eligible to participate in
the Plan are eligible to participate in the Plan. Except as
otherwise provided by the Committee, Participation begins
January 1 or the first full Performance Period of employment for
newly hired employees. Employees joining eBay via an acquisition
during the Plan Year will generally be eligible as of the first
full Performance Period of employment unless otherwise notified
by the Company. Employees who participate in other bonus
programs, such as any sales incentive plan, are not eligible to
participate in the Plan unless they are specifically made
eligible in writing by an executive officer of the Company. In
addition, the Company may, in its sole discretion, provide for a
payout under the Plan for any employee who has changed positions
and, as a result, may have been eligible to participate in the
Plan and another bonus program during a Performance Period.




5.     Performance
Measures and Goals.



       
(a) The Compensation Committee shall establish
performance measures and goals applicable to a particular
Performance Period, provided that the outcome of the performance
goals are substantially uncertain at the time such goals are
established. Under ordinary circumstances, these performance
measures shall be established within 90 days of the
commencement of an annual Performance Period, or within the
period that is the first 25% of each quarter or other
Performance Period.



       
(b) Each performance measure applicable to a
Performance Period shall identify one or more of the following
criteria that are to be monitored for eBay or any business unit
during the Performance Period:



           
(i) trading volume;



           
(ii) users;



           
(iii) gross merchandise volume;



           
(iv) total payment volume;



           
(v) revenue;



           
(vi) operating income;



           
(vii) EBITDA;



           
(viii) net income;



           
(ix) earnings per share;











 



           
(x) return on net assets;



           
(xi) return on gross assets;



           
(xii) return on equity;



           
(xiii) cash flow;



           
(xiv) net or operating margin;



           
(xv) economic profit;



           
(xvi) stock price appreciation;



           
(xvii) total stockholder return;



           
(xviii) employee productivity; and



           
(xix) customer satisfaction metrics.



       
The measures may be described in terms of growth, an absolute
number, or relative to an external group, and may be calculated
on a pro forma basis or in accordance with Generally Accepted
Accounting Principles. The Compensation Committee may set
Performance Periods and performance goals that differ among
Eligible Employees.



       
(c) The Committee may base performance measures and
goals on one or more of the foregoing business criteria.




6.     Establishment
of Target Bonuses.



       
The Compensation Committee will designate those Eligible
Employees who are to be participants in the eIP for that year
and will specify the terms and conditions for the determination
and payment of an Incentive Award to each Eligible Employee. The
Compensation Committee may condition the payment of an Incentive
Award upon the satisfaction of such objective or subjective
standards as it deems appropriate. Under ordinary circumstances,
these performance measures shall be established within
90 days of the commencement of an annual Performance
Period, or within the period that is the first 25% of each
quarter or other Performance Period.




7.     Incentive
Awards.



       
(a) Incentive Awards may be made on the basis of
eBay and/or business unit performance measures, goals, and
formulas determined by the Committee.



       
(b) No Eligible Employee may receive an Incentive
Award of more than $3,000,000 or an equivalent amount of equity
based on the fair market value of the Company’s common
stock on the date of grant in any Plan Year.



       
(c) As soon as practicable after the end of each
Performance Period, the Compensation Committee will certify in
writing whether the stated performance goals have been met and
will determine the amount, if any, of the Incentive Award to be
paid to each Eligible Employee.



       
(d) In determining the Incentive Award, the
Compensation Committee will consider the target goals
established at the beginning of the Plan Year or applicable
Performance Period, the degree to which the established goals
were satisfied and any other objective or subjective factors it
deems appropriate. The Committee may reduce the amount of, or
eliminate altogether, any Incentive Award that would otherwise
be payable. Individuals who enter the eIP during the Plan Year
may have their awards prorated.




8.     Payment
of Incentive Awards.



       
Subject to any election duly and validly made by an Eligible
Employee with respect to the deferral of all or a portion of his
or her Incentive Award, Incentive Awards shall be paid in cash
or equity pursuant to an eBay equity-based award plan under
which securities have been registered on Form S-8 at such
times and on such terms as are determined by the Committee in
its sole and absolute discretion.











 




9.     No
Right to Bonus or Continued Employment.



       
(a) Neither the establishment of the Plan, the
provision for or payment of any amounts hereunder nor any action
of the Company, the Board or the Committee with respect to the
Plan shall be held or construed to confer upon any person:



           
(i) any legal right to receive, or any interest in,
an Incentive Award or any other benefit under the Plan, or



           
(ii) any legal right to continue to serve as an
officer or employee of the Company or any subsidiary or
affiliate of the Company.



       
(b) The Company expressly reserves any and all
rights to discharge any Eligible Employee without incurring
liability to any person under the Plan or otherwise. Upon such
discharge and notwithstanding any other provision hereof and
regardless of whether or not specified performance goals have
been achieved or the amount of an Incentive Award has been
determined, the Company shall have no obligation to pay any
Incentive Award, unless the Committee otherwise expressly
provides by written contract or other written commitment.




10.     Withholding.



       
The Company shall have the right to withhold, or require an
Eligible Employee to remit to the Company, an amount sufficient
to satisfy any applicable federal, state, local or foreign
withholding tax requirements imposed with respect to the payment
of any Incentive Award.




11.     Nontransferability.



       
Except as expressly provided by the Committee, the rights and
benefits under the Plan are personal to an Eligible Employee and
shall not be subject to any voluntary or involuntary alienation,
assignment, pledge, transfer or other disposition.




12.     Unfunded
Plan.



       
The Company shall have no obligation to reserve or otherwise
fund in advance any amounts that are or may in the future become
payable under the Plan. Any funds that the Company, acting in
its sole and absolute discretion, determines to reserve for
future payments under the Plan may be commingled with other
funds of the Company and need not in any way be segregated from
other assets or funds held by the Company. An Eligible
Employee’s rights to payment under the Plan shall be
limited to those of a general creditor of the Company.




13.     Adoption,
Amendment, Suspension and Termination of the Plan.



       
(a) Subject to the approval of the Plan by the
holders of a majority of the Company common stock represented
and voting on the proposal at the annual meeting of Company
stockholders to be held on June 23, 2005 (or any
adjournment thereof), the Plan shall be effective for the fiscal
year of the Company commencing January 1, 2005 and shall
continue in effect until the fifth anniversary of the date of
such stockholder approval, unless earlier terminated as provided
below. Upon such approval of the Plan by the Company’s
stockholders, all Incentive Awards awarded under the Plan on or
after January 1, 2005 shall be fully effective as if the
stockholders had approved the Plan on or before January 1,
2005.



       
(b) Subject to the limitations set forth in this
subsection, the Board may at any time suspend or terminate the
Plan and may amend it from time to time in such respects as the
Board may deem advisable; provided, however, that the Board
shall not amend the Plan in any of the following respects
without the approval of stockholders then sufficient to approve
the Plan in the first instance:



           
(i) To increase the maximum amount of Incentive
Award that may be paid under the Plan or otherwise materially
increase the benefits accruing to any Eligible Employee under
the Plan;



           
(ii) To materially modify the requirements as to
eligibility for participation in the Plan; or



           
(iii) To change the material terms of the stated
performance goals.



       
(c) No Incentive Award may be awarded during any
suspension or after termination of the Plan, and no amendment,
suspension or termination of the Plan shall, without the consent
of the person affected thereby, alter or impair any rights or
obligations under any Incentive Award previously awarded under
the Plan.











 




14.     Governing
Law.



       
The validity, interpretation and effect of the Plan, and the
rights of all persons hereunder, shall be governed by and
determined in accordance with the laws of Delaware without
regard to principles of conflict of laws.