Exhibit








Exhibit 10.02







March 27, 2013


Jae Hyun Lee


Dear Jay,
Letter of Appointment
We, eBay Singapore Services Private Limited (the “Company”), are pleased to offer you employment as a Senior Vice President, eBay Marketplaces, Asia Pacific with the Company upon the following terms and conditions.  Your employment by the Company shall be governed by the terms and conditions herein, as well as by the prevailing or future policies as may be laid down by the Company from time to time.


		
	1.
	Appointment


Your employment with the company was effective April 26, 2011
You hereby warrant that you are permitted to work in Singapore by virtue of the fact that you are in possession of a valid employment pass, entry permit or work permit which is valid throughout the period of your employment of the Company.
		
	2.
	Salary


		
	2.1
	As of April 26, 2011, you were paid an annual salary of S$ 600,000 (SGD), or S$ 50,000 (SGD) per month, payable monthly in arrears (or such other amounts as may from time to time be agreed in writing) over 12 months.  Effective April 3, 2012, your annual salary was adjusted to S$ 615,000 (SGD), or S$ 51,250 (SGD) per month, payable monthly in arrears (or such other amounts as may from time to time be agreed in writing) over 12 months.


		
	2.2
	Housing assistance:  the Company will provide up to S$ 12,000 (SGD) per month (tax protected), which may be used to cover rent, utilities and furniture costs. 


		
	2.3
	Car allowance:  the Company will provide S$ 2,650 (SGD) (tax protected) as a car allowance.


		
	2.4
	Deductions from salary:  there shall be deducted from your remuneration (including but not limited to salary, allowance, bonus and commission) all such sums which the Company is entitled and authorized under the laws of Singapore to deduct and/or withhold (including but not limited to any outstanding liabilities which you may have to pay to the Inland Revenue Authority of Singapore), such as your share of Central Provident Fund contributions (if applicable), as well as such other sums as may be agreed with him from time to time.  Contributions will be made by the Company to the Employee’s Central Provident Fund at the statutory rate. 


		
	2.5
	Taxes:  Except as expressly provided for in this agreement, all income tax liabilities and other charges incurred by you in respect of your remuneration shall be borne solely by you.


		
	2.6
	Tax preparation assistance:  the Company will provide tax preparation assistance for you for your tax returns in Singapore or any other country required arising from your employment with the Company.


		
	3.
	Hours of Work


Your working hours shall be such hours as the Company may from time to time deem appropriate and as may be necessary to achieve the purposes of the Company.  There shall be no entitlement to payment in respect of overtime.
		
	4.
	Annual Leave













		
	4.1
	You shall be entitled to 25 days’ annual paid leave (in addition to the statutory holidays), to be taken at a time or times convenient to, and as may be approved by, the Company.  Your annual leave shall be pro-rated in proportion to the number of completed months of service in each calendar year.


		
	4.2
	If such paid leave is not taken within the relevant year of service, the Company may, at its absolute discretion, allow the paid leave not taken to be accumulated and carried forward to the following year of service, or pay you additional salary for the number of days of paid leave not taken.


		
	5.
	Bonus Eligibility


You will be eligible to participate in the eBay Incentive Plan (eIP) with payouts based on individual achievement as well as eBay Inc.’s (“eBay”) performance.  The annual bonus period is from January 1 through December 31.  You are eligible for a target bonus of 55% of your base salary; prorated 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.  The payment of any bonus is at eBay’s sole and absolute discretion, subject to the terms and conditions of the eIP, which include, but are not limited to, you remaining an active employee of the Company through the date of payment of such bonus.  eBay reserves the right, in its sole discretion, to amend, change or cancel the eIP at any time. 
		
	6.
	Staff Review


A review of your performance and salary shall be carried out annually at the sole discretion of the Company, in accordance its policies from time to time.
		
	7.
	Expenses


The Company shall reimburse you in respect of such expenses as may be incurred by you while engaged in the business of the Company in accordance with the Company’s expenses reimbursement policy.
		
	8.
	Medical Benefits


Subject to the rules and procedures established by the Company from time to time, all employees shall be entitled to medical benefits in accordance with the Company benefits policy currently in effect.
		
	9.
	Conduct and Discipline


		
	9.1
	You shall perform such duties as may from time to time be assigned to you and shall comply with all reasonable directions made by the Company.


		
	9.2
	During your employment, you shall well and faithfully serve the Company and use your utmost endeavors to promote its interests, and devote the whole of your time, attention and abilities to its affairs during the hours in which you are required to perform your duties in accordance with Clause 3 above.


		
	9.3
	You shall not, during the continuation of your employment, engage in any other employment or activity, in the absence of prior written approval from the Company (which may be withheld by the Company at its sole discretion).


		
	10.
	Termination


		
	10.1
	Upon signing this offer letter, subject to Clause 10.4 below, this Agreement may be terminated by you or by the Company upon giving three months’ written notice or by paying three months’ salary in lieu of notice (or any combination thereof).  The Company reserves the right to require you not to attend work and/or not to undertake all or any of your duties of employment during any period of notice (whether given by you or the Company).   However, the Company shall continue to pay your salary and contractual benefits whilst you remain employed by the Company.


		
	10.2
	In the event your employment is terminated by you or by the Company for a reason other than for Cause on or after January 1, 2013, subject to you executing the Company’s standard form of release within 10 days after the date of your termination of employment, the Company shall provide you with a lump sum severance payment, payable not later than 30 days after the latter of (i) your termination date or (ii) the date you execute the release, equal to three (3) times your Average Monthly Salary times your Years of Service, less any employer contributions to a Company retirement and/or pension plan, including but not limited to the Central Provident Fund; provided, however, that in the event you violate Clause 11 of this Agreement or your Employee Proprietary Information and Inventions Agreement the lump sum severance 













payment will be fully refundable to the Company, less any amounts owed under applicable law in connection with your termination of employment. 
For purposes of calculating your severance payment pursuant to this Clause 10.2, the Capitalized terms in the preceding paragraph shall be defined as follows:
		
	(a)
	“Average Monthly Salary” shall mean the sum of (a) monthly fixed salaries paid to you for the three (3) full months immediately prior to the month in which your employment terminates, divided by the total number of days for the 3-month period, multiplied by thirty (30) days, and (b) 1/12th of the eIP bonus payment, if any, that you received in the one (1) year period immediately prior to your termination of employment.


		
	(b)
	“Cause” shall mean (i) your failure to substantially perform your assigned duties, other than failure resulting from your death or complete incapacity due to physical or mental illness or impairment, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; (ii) your committing any act or engaging in any conduct, or conviction of any criminal offence or violating any applicable laws, which in the Company’s opinion would affect your position as an employee of the Company or would bring yourself or the Company or any of its affiliates in the Asia Pacific region into disrepute; (iii) your material violation of eBay’s Code of Business Conduct; or (iv) your commission of an act of fraud, embezzlement, misappropriation, willful misconduct, breach of company secrecy, or breach of fiduciary duty against eBay or any of its affiliates in the Asia Pacific region. 


		
	(c)
	“Years of Service” shall mean the total number of full years of active employment with the Company beginning on January 1, 2013; provided, however, that you will receive prorated credit towards the total number of years of service based on the portion of the year worked from January 1st of the applicable year through your date of termination.  For example, if your employment terminated on March 31, 2014, your Years of Service would be 1.25 (ie. 1 year for 2013 plus 25% of a Year of Service for January 1, 2014 through March 31, 2014).  For the avoidance of doubt, you will receive no credit towards your Years of Service for time worked prior to January 1, 2013 because it is understood by you and the Company that your prior service with eBay Asia Pacific Regional Management Services Limited will be compensated pursuant to the terms and conditions of the Korean retirement/severance plan known as the Rules of Retirement Pay for Imwon  through December 31, 2012. 




Payment of the severance benefit under this Clause 10.2 will be in addition to the payment you will receive from eBay Asia Pacific Regional Management Services Limited pursuant to the Rules of Retirement Pay for Imwon on or about April 2013.  Together these payments shall constitute your full entitlement of separation and retirement pay, except as explicitly referenced above.  For the avoidance of doubt, the severance benefit under this Clause 10.2 will be considered your full entitlement to the severance benefits and shall be construed to be inclusive of any amounts owed under applicable law in connection with your termination of employment, including, but not limited to, the Company’s contributions to the Central Provident Fund (if applicable).
		
	10.3
	In the event your employment is terminated by the Company for a reason other than for Cause (as defined in Clause 10.2) the Company will assist with expenses incurred for your relocation from Singapore to Korea in accordance with the terms of eBay’s relocation assistance program for employees in positions comparable to yours.


		
	10.4
	The Company shall be entitled to terminate your employment immediately upon written notice (but without prejudice to the rights and remedies of the Company for any breach of this Agreement and to your continuing obligations under this Agreement) in any of the following cases:


		
	(a)
	If you are dishonest or engaged in serious or persistent misconduct or, without reasonable cause, neglect or refuse to attend to yoru duties or fail to perform any of your obligations hereunder, or fail to observe the Company’s disciplinary rules or  any other regulations of the Company from time to time in force; 


		
	(b)
	If you are incapacitated by illness or otherwise unable to perform your duties hereunder for a period totaling in aggregate 6 months in any period of 12 consecutive calendar months; or













		
	(c)
	If you become bankrupt or have a receiving order made against you or make any general composition with your creditors. 


Upon ceasing to be employed by the Company hereunder, you shall deliver to the Company any drawings, notebooks, manuals, documents, computerization of technical data, customer lists, specifications, files, memoranda, or other records of any nature belonging to the Company or any reproduction thereof which may have been provided to your during the course of your employment with the Company, and you shall not undertake or cause any action or deed which might in any way affect the Company’s reputation or good standing, or those of its products or services. 
		
	11.
	Non-Competition


		
	11.1
	You agree that during the period of your employment by the Company, and for a period of twelve (12) months after the termination of such employment, you shall not in the Asia Pacific region (consisting of the countries in which eBay does business at the time of your separation) without the Company’s prior written consent:


		
	(a)
	Be directly or indirectly engaged, concerned or interested in any capacity, whether as director, principal, agent, partner, consultant, employee or otherwise in any other business which is wholly or partly in competition with the business carried on by the Company or eBay;


		
	(b)
	Accept employment in any capacity with any business concern which is wholly or partly in competition with the business carried out by the Company or eBay; or


		
	(c)
	Provide advice to any business concern which is wholly or partly in competition with the business carried on by the Company or eBay.


		
	11.2
	Subject to the provisions of Clause 11.3 below, the Non-Competition clause set out in Clause 11.1 above is currently limited to the retail, ecommerce or payment divisions, as applicable, of the following companies, including their majority-owned subsidiaries:


	
				
	Shinsegae (Emart)
	Findall
	Interpark
	Maxmovie

	GS Shop
	Garosu
	Alibaba
	Fashionplus

	H Mall
	Ticketmonster
	Rakuten
	Naver

	CJ Mall
	Coupang
	D&Shop
	Nate

	Lotte
	Wemakeprice
	Amazon
	Daum

	AK Mall
	11St
	Yes 24
	Google

	Homeplus (Tesco)
	 
	 
	 






		
	11.3
	The companies governed by the Non-Competition clause in Clause 11.2 above may on the Company’s initiative (or the initiative of eBay Inc.’s Senior Vice President of Human Resources or any other delegate of the Company) be renegotiated annually and at the time of termination of employment.  If the Company decides not to renegotiate the list one year, this will not imply that the right to renegotiation in subsequent years or at the time of termination of employment has been waived.  By entering into this agreement, you agree to negotiate in good faith and agree that you will not unreasonably withhold your consent to add a company to the list set forth in Clause 11.2 if such company is reasonably determined to be involved in a competitive business with the Company.  In addition, at your request, the Company will review the current list of companies subject to Clause 11.2 above to determine if it has reasonably determined that a company should be added to or removed from the list. 


		
	11.4
	While the restrictions set out in Clauses 11.1, 11.2, and 11.3 above are considered by the Parties to be reasonable in all fhe circumstances and no greater than is reasonable and necessary for the protection of the Company, it is agreed that if any one or more of such restrictions shall either taken by itself or themselves together be adjudged to be beyond what is reasonable in all the circumstances for the protection of the Company’s legitimate interest but would be adjudged reasonable if any particular restriction or restrictions were deleted or if any part or parts of the wording thereof were deleted, restricted or limited in any particular manner then the said restrictions shall apply with such deletions, restrictions or limitations, as the case may be. 


		
	11.5
	Your obligations contained in this Clause 11 shall continue even after the termination of this Agreement













		
	11.6
	Notwithstanding the above, you shall be entitled to enter into employment with any other related corporation of the Company.


		
	12.
	Employee Proprietary Information and Inventions Agreement


You hereby agree to execute a copy of the Employee Proprietary Information and Inventions Agreement and any other required onboarding documents requested by the Company.  These agreements are explicitly incorporated into this Agreement.
		
	13.
	Confidentiality


You shall not during the continuance of your employment or any time after its termination disclose, divulge, impart or reveal to any person or company any of the trade secrets or confidential operations, processes, dealings or any information concerning the organization, business, finance, transactions or affairs of the Company or any of its related, associated or affiliated companies which may come to your knowledge during your employment, and shall not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the Company or its business.
		
	14.
	Company Policies


During your employment with the Company, you shall observe and comply with all of the rules, regulations and policies of the Company and eBay as may from time to time be made or given, including but not limited to the Code of Conduct, Insider Trading Policy, and the Employee Proprietary Information and Inventions Agreement attached hereto.  The company shall have the right to alter and amend the rules and policies of the Company as well as any of the terms of employment, and such alteration or amendment shall become fully effective and a binding term of your employment upon notification to you.
		
	15.
	Entire Agreement


This Agreement supersedes any prior agreements, representations and promises of any kind, whether written, oral, express or implied between the parties hereto with respect to the subject matters herein.  Except for those Company agreements and policies explicitly incorporated by reference, this Agreement constitutes the full, complete and exclusive agreement between you and the Company, its officers, employees and its affiliates with respect to the subject matters herein.
		
	16.
	No Breach


In signing below, you confirm that you are not bound by any prior contract, undertaking, commitment or other obligation which prevents you from being employed by the Company and being able to fully and completely perform the services contemplated by this Agreement, nor in fulfilling your duties hereunder will you be breaching any duty of confidentiality to any persons, including without limitations, your previous employers or principals.
		
	17.
	Governing Law


This Agreement shall be governed by and construed in accordance with the laws of Singapore. The parties shall submit to the non-exclusive jurisdiction of the Singapore courts.











Please confirm your acceptance of the above terms and conditions by signing and returning to us the duplicate copy of this letter.
Yours faithfully
For and on behalf of 
eBay Singapore Services Private Limited


_________________________________
Kyung Koh
Director




Acceptance


I, ______________________, Passport/NRIC No. ______________ hereby confirm acceptance of all of the above terms and conditions.


_________________________________
Signature


Date: _______________________________