EX-10.01






December 7, 2004



Beth Axelrod



Dear Beth:



eBay Inc. (“the Company” or “eBay”) is pleased to offer you, subject to approval by eBay’s
Board of Directors, the exempt position of Senior Vice President, Human Resources at a salary of
$16,346.16 paid bi-weekly, which is equivalent to an annualized salary of $425,000.16. 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 Board of Directors that you be
granted an option for the purchase of 325,000 shares of the Company’s Common Stock. If we receive
your written acceptance by January 15, 2005 and you start in San Jose, California no later than
March 31, 2005, you will be granted an option for the purchase of an additional 25,000 shares of
the Company’s Common Stock. The options will be granted under the Company’s 2001 Equity Incentive
Plan and, assuming you remain an employee, will vest with respect to 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. Enclosed is
the Company’s securities trading policy, which outlines the procedures and guidelines governing
securities trades by company personnel. Please review the enclosed trading policy carefully, sign
and date the certification (page one of the agreement) and return it to me.



You will be eligible to participate in eBay’s Executive Management Incentive Program (MIP),
which is comprised of 5 components: 4 quarterly and 1 annual. Payouts are based on individual
achievement as well as Company performance. Your target bonus under the current program would be
60% of your base salary. Eligibility for this program begins with your first full business quarter
of employment. You must be employed on the last day of the calendar quarter to be eligible for the
quarterly pay out. To be eligible for the annual bonus component, you would need to be employed on
the first day of the 4th calendar quarter and be employed on the last day of such
quarter.



Within 30 days of joining the Company, you will receive a one-time bonus of $1,000,000.00
(less deductions and applicable taxes) to help offset the expected costs associated with your
purchase of a home in the San Francisco Bay Area. In addition, should you provide
reasonably-detailed documentation to the Company confirming the forfeiture of your year-end 2004
bonus that otherwise would have been payable from your current employer but for your agreement to
commence employment with the Company, the Company will provide you with an additional one-time
bonus of up to $500,000 (less deductions and applicable taxes) to compensate you for such foregone
bonus amount.



eBay will assist with expenses incurred for your relocation from Westport, CT to the San
Francisco Bay Area under the terms of eBay’s relocation assistance program for employees in
positions comparable to yours. Details regarding the terms of such relocation assistance program
are enclosed.



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 Chief Operations
Officer. 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 in accordance with the rules of the American
Arbitration Association (AAA), rather than by a jury court or administrative agency. The Company
will bear those expenses unique to arbitration. Please review the enclosed Arbitration Agreement
carefully.



As a condition of your employment, you must complete both the Arbitration Agreement and the
enclosed Employee Proprietary Information and Inventions Agreement prior to commencing employment.
In part, the 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, please call me. Otherwise, please sign and date
this document and return it to me in the enclosed envelope.



This letter with attachments, the 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 Arbitration
Agreement, and the Proprietary Information and Inventions Agreement and returning them to me, along
with the Company’s trading policy certification, by the close of business on January 15, 2005.



This offer is contingent upon your starting in San Jose, California, no later than April 30,
2005 and the completion of 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.



We are excited at the prospect of you joining our team. Your background and qualifications
will add a unique strength to our department, as well as to eBay’s continued success. We look
forward to you coming on board.



	 	 	 
	Very truly yours,

	 	ACCEPTED:
	 
	 	 
	/s/ Maynard Webb

	 	/s/ Beth Axelrod 1/3/05
	 

	 	 
	Maynard Webb

Chief Operations Officer

	 	Beth Axelrod Date

Anticipated Start Date: 3/28/05
	
 
	 	 
	 
	 	 







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February 16, 2005



Beth Axelrod



Addendum to Offer Letter

(Dated December 7, 2004)




Dear Beth:



We are amending your previously signed offer letter to adjust your start date to April, 2005.
Should you start in April you will still receive your offer grant of 350,000 pre-split shares.



In addition, contingent upon you joining the company and providing reasonably-detailed
documentation to the Company confirming the forfeiture of your year-end 2004 bonus that otherwise
would have been payable from your current employer but for your agreement to commence employment
with the Company, the Company will provide you with an additional one-time bonus of up to $500,000
(less deductions and applicable taxes) to compensate you for such foregone bonus amount.



	 	 	 
	Very truly yours,

	 	ACCEPTED:
	 
	 	 
	/s/ Maynard Webb

	 	/s/ Beth Axelrod 2/26/05
	 

	 	 
	Maynard Webb

Chief Operations Officer

	 	Beth Axelrod Date

Anticipated Start Date: 4/01/05
	
 
	 	 
	 
	 	 








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