November 16, 2004
John Donahoe
Dear John:
eBay
Inc. (“the Company” or “eBay”) is pleased
to offer you, subject to approval by eBay’s Board of
Directors, the exempt position of President, eBay Brand at a salary
of $28,846.16 paid bi-weekly, which is equivalent to an annualized
salary of $750,000.16. 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 500,000 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 75% 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 4 th calendar quarter
and be employed on the last day of such quarter.
You
shall also be eligible to receive a special retention bonus of
$2,000,000.00. The amount of $500,000.00 (less deductions and
applicable taxes) will be payable within two payroll periods of
your start date. The remaining $1,500,000.00 will be payable as
follows: $500,000.00 (less deductions and applicable taxes)
annually over the first three year
