|
EXHIBIT 10.2
eBay Inc.
2145 Hamilton Ave.
San Jose, CA 95125
Company Tax ID: 77-0430924
Notice of Grant of Award
and Award Agreement
[Name]
[Address]
Award Number:
Plan: 2008
Type: RSU
Effective
, you have been granted an award of
restricted stock units. These units are restricted until the vest
date(s) shown below, at which time you will receive shares of eBay
Inc. (the Company) common stock.
The award will vest in
increments on the date(s) shown.
*Vesting is subject to your
active Continuous Service with an eBay company through the
applicable vesting date.
By Participant’s
signature and the Company’s signature below, Participant
agrees to be bound by the terms and conditions of the Plan, the
Restricted Stock Unit Agreement and this Grant Notice. Participant
has reviewed the Restricted Stock Unit Agreement, the Plan and this
Grant Notice in their entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Grant Notice and
fully understands all provisions of this Grant Notice, the
Restricted Stock Unit Agreement and the Plan. Participant hereby
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Company upon any questions arising under the
Plan, this Grant Notice or the Restricted Stock Unit Agreement.
| |
|
|
|
|
|
|
|
|
|
|
|
eBay Inc.
|
|
Date |
|
|
|
|
|
|
|
|
|
[Name]
|
|
Date |
1
EXHIBIT A
TO RESTRICTED STOCK
UNIT AWARD GRANT NOTICE
EBAY INC. RESTRICTED
STOCK UNIT AWARD AGREEMENT
Pursuant
to the Restricted Stock Unit Award Grant Notice (the “
Grant Notice ”) to which this Restricted Stock
Unit Award Agreement (the “ Agreement ”)
is attached, eBay Inc., a Delaware corporation (the “
Company ”) has granted to Participant the right
to receive the number of Restricted Stock Units (“
RSUs ”) under the 2008 Equity Incentive Award
Plan, as amended from time to time (the “ Plan
”), as set forth in the Grant Notice.
GENERAL
1.
Definitions . All capitalized terms used in this Agreement
without definition shall have the meanings ascribed to such terms
in the Plan and the Grant Notice.
2.
Incorporation of Terms of Plan . The Award is subject to the
terms and conditions of the Plan which are incorporated herein by
reference. In the event of any inconsistency between the Plan and
this Agreement, the terms of the Plan shall control.
AGREEMENT
1.
Grant of the RSUs . As set forth in the Grant Notice, the
Company hereby grants the Participant RSUs in exchange for past and
future services to the Company subject to all the terms and
conditions in this Agreement, the Grant Notice and the Plan.
However, no shares of Stock (the “ Shares
”) shall be issued to the Participant until the time set
forth in Section 2. Prior to actual payment of any Shares,
such RSUs will represent an unsecured obligation of the Company,
payable only from the general assets of the Company.
2.
Issuance of Stock . Shares shall be issued to the
Participant on or as soon as administratively practicable following
each vesting date as set forth in the Grant Notice (the “
Vesting Date ”) (and in no event later than
2-1/2 months following each such Vesting Date), provided that
the Participant has not experienced a Termination of Service on or
prior to such Vesting Date. After each such Vesting Date, the
Company shall promptly cause to be issued (either in book-entry
form or otherwise) to the Participant or the Participant’s
beneficiaries, as the case may be, Shares with respect to RSUs that
become vested on such Vesting Date. No fractional Shares shall be
issued under this Agreement. In the event a Participant experiences
a Termination of Service, the RSUs shall cease vesting immediately
upon such Termination of Service and the unvested RSUs awarded by
this Agreement shall be forfeited.
3.
Taxes .
(a) Notwithstanding anything to the contrary in this
Agreement, the Company shall be entitled to require payment to the
Company or any of its Subsidiaries any sums required by federal,
state or local tax law to be withheld with respect to the grant of
the RSUs, the issuance of Shares with respect thereto, or any other
taxable event related to the RSUs. The Company may permit the
Participant to make such payment in one or more of the forms
specified below:
| (i) |
|
by cash or check made payable to the Company; |
| (ii) |
|
by the deduction of such amount from any compensation payable
to Participant by the Company and/or a Subsidiary; |
| (iii) |
|
in the sole discretion of the Company, by requesting that the
Company withhold a net number of otherwise issuable vested Shares
having a then current Fair Market Value not exceeding the amount
necessary to satisfy the withholding obligation of the Company and
its Subsidiaries based on the minimum applicable statutory
withholding rates for federal, state and local income tax and
payroll tax purposes; or |
| (iv) |
|
in any combination of the foregoing. |
(b) If, at any time during the life of the RSUs, a Participant
provides services to the Company or a Subsidiary in a country other
than the United States and such services result in any income tax,
social insurance, payroll tax, payment on account or other
tax-related items with respect to the RSUs in the non-US location
(“ Tax-Related Items ”), Participant
shall be considered an “ Internationally Mobile
Participant ” until such time as the RSUs are fully
vested.
In addition to the
withholding methods set forth in clause (a) above, at the time
of a taxable event, the Internationally Mobile Participant
authorizes the Company to arrange for the Company-designated broker
to sell on the market a portion of the otherwise issuable Shares
that have an aggregate market value sufficient to pay the
Tax-Related Items (a “ Sell to Cover ”),
on the Internationally Mobile Participant’s behalf and at the
Internationally Mobile Participant’s direction pursuant to
this authorization. Any Sell to Cover arrangement shall be pursuant
to terms specified by the Company from time to time.
The Company reserves the right to requ
| 
