EXHIBIT 10.31 2003 DEFERRED STOCK UNIT PLAN, AS AMENDED Initial Stockholder Approval on June 26, 2003 Amendment Adopted by the Compensation Committee on March 16, 2005 Termination Date: March 17, 2013

Exhibit 10.31

EBAY INC.

2003 DEFERRED STOCK UNIT PLAN, AS AMENDED

Initial Stockholder Approval on June 26, 2003
Amendment Adopted by the Compensation Committee on March 16, 2005
Termination Date: March 17, 2013

Table of Contents

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EBAY INC.

2003 DEFERRED STOCK UNIT PLAN, AS AMENDED

Initial Stockholder Approval on June 26, 2003
Amendment Adopted by the Compensation Committee on March 16, 2005
Termination Date: March 17, 2013

ARTICLE I

GENERAL

1.1 Purpose

     The purpose of the eBay Inc. 2003 Deferred Stock Unit Plan is to retain and motivate members of the eBay board of directors and such other officers or employees as are selected to participate, to compensate them for their contributions to the long-term growth and profits of the Company, and to encourage them to acquire a proprietary interest in the success of the Company including by providing a convenient means for them to acquire shares of Common Stock from the Company at fair market value.

1.2 Definitions of Certain Terms

     “ eBay ” means eBay Inc. or a successor entity contemplated by Section 3.5.

     “ Annual Retainer ” shall have the meaning set forth in Section 1.4.2.

     “ Award ” means an award made pursuant to the Plan.

     “ Award Agreement ” means the written document by which each Award is evidenced.

     “ Board ” means the Board of Directors of eBay.

     “ Cash Payment Date ” shall have the meaning set forth in Section 1.4.2.

     “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings and regulations thereunder.

     “ Committee ” means the committee established pursuant to Section 1.3.1.

     “ Common Stock ” means the common stock of eBay, par value $0.001 per share.

     “ Company ” means eBay and its subsidiaries.

     “ Electing Director ” shall have the meaning set forth in Section 1.4.2.

     “ Eligibility Date ” shall have the meaning set forth in Section 1.4.2.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the applicable rules and regulations thereunder.

     “ Fair Market Value ” means, as of any date, the value of a share of Common Stock determined as follows: (a) if such Common Stock is then quoted on the Nasdaq National Market, its closing price on the Nasdaq National Market on the date of determination as reported in The Wall Street Journal ; (b) if such Common Stock is publicly traded and is then listed on a national securities exchange other than the Nasdaq National Market, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal ; (c) if such Common Stock is publicly traded but is not quoted on the Nasdaq National Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal ; and (d) if none of the foregoing is applicable, then the value determined by the Committee in good faith.

     “ New Director ” shall have the meaning set forth in Section 1.4.1.

     “ Plan ” means the eBay Inc. 2003 Deferred Stock Unit Plan, as described herein and as hereafter amended from time to time.

1.3 Administration

     1.3.1 Except as otherwise provided herein, the Plan shall be administered by the Compensation Committee of the Board (the “ Committee ”). The Committee is authorized, subject to the provisions of the Plan, to establish such rules and regulations as it deems necessary for the proper administration of the Plan (including with respect to setting terms and conditions of further voluntary deferral of Awards beyond the delivery date) and to make such determinations and interpretations and to take such action in connection with the Plan and any Award granted thereunder as it deems necessary or advisable. All determinations and interpretations made by the Committee shall be final, binding and conclusive on all grantees and on their legal representatives and beneficiaries. The Committee shall have the authority, in its absolute discretion, to determine the persons who shall receive Awards, the time when Awards shall be granted, the terms of such Awards and the number of shares of Common Stock, if any, which shall be subject to such Awards. Unless otherwise provided in an Award Agreement, the Committee shall have the authority, in its absolute discretion, to (i) amend any outstanding Award Agreement in any respect, whether or not the rights of the grantee of such Award are adversely affected, including, without limitation, to accelerate the time or times at which the Award becomes vested, unrestricted or may be exercised, waive or amend any goals, restrictions or conditions set forth in such Award Agreement, or impose new goals, restrictions and conditions, or reflect a change in the grantee’s circumstances and (ii) determine whether, to what extent and under what circumstances and method or methods (A) Awards may be (1) settled in cash, shares of Common Stock, other securities, other Awards or other property or (2) canceled, forfeited or suspended, (B) shares of Common Stock, other securities, other Awards or other property, and other amounts payable with respect to an Award may be deferred at the election of

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the grantee thereof with the consent of the Committee or at the election of the Committee and (C) Awards may be settled by the Company or any of its designees. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards (including grants to members of the Board who are not employees of the Company) or administer the Plan, in which case the Board shall have all of the authority and responsibility granted to the Committee herein.

     1.3.2 Actions of the Committee may be taken by the vote of a majority of its members. The Committee may allocate among its members and delegate to any person who is not a member of the Committee any of its administrative responsibilities.

1.4 Persons Eligible for Awards

     1.4.1 Awards under the Plan shall be made to each new member of the Board upon the later of (i) their election to service as a member of the Board after December 31, 2002; and (ii) the adoption of this plan by the stockholders (a “ New Director ”).

     1.4.2 Awards under the Plan shall be made to Electing Directors (as defined below) on the date on which they otherwise would be entitled to receive a cash payment (the “ Cash Payment Date ”) in respect of their annual retainer for their services on the Board (including, if applicable, as “Lead Director”) and, to the extent applicable, on any committees thereof (the “ Annual Retainer ”), which annual retainer is payable quarterly in arrears. An “ Electing Director ” is any member of the Board who, with respect to a particular taxable year has made an election to have all of his or her Annual Retainer for services performed in such taxable year paid in the form of Awards under the Plan, rather than in the form of quarterly cash payments as described above. Such election must be in a form approved by the Committee and must be delivered to the Committee (or a person designated by the Committee to receive such election) prior to the end of the preceding taxable year or as otherwise prescribed by law; provided , however , that during the first taxable year during which any member of the Board is eligible to elect to receive Awards under this Section 1.4.2, such election may be made within thirty days of the “ Eligibility Date ” with respect to services to be performed subsequent to the election but during such taxable year. With respect to individuals who are members of the Board on March 16, 2005, the Eligibility Date is March 16, 2005; with respect to individuals who become members of the Board after March 16, 2005, the Eligibility Date is the date on which such individual becomes a member of the Board. Notwithstanding the foregoing, for an election to be effective with respect to a quarter during the first taxable year in which a member of the Board is eligible to participate hereunder, such election must be made prior to the start of such quarter, which means that in the case of individuals who are members of the Board on March 16, 2005, such election must be made on or prior to March 31, 2005 in order for such election to be effective with respect to that portion of the Annual Retainer earned during the second quarter of 2005.

     1.4.3 Awards under the Plan may also be made to such officers and employees (including prospective employees) of the Company as the Committee may select.

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1.5 Types of Awards Under Plan

     Awards may be made under the Plan in the form of (a) deferred stock units and (b) dividend equivalent rights.

1.6 Shares of Common Stock Available for Awards

     1.6.1 Common Stock Subject to the Plan . Subject to adjustment as provided in Section 1.6.2 hereof, the maximum number of shares underlying deferred stock units that may be reserved for issuance are 4,000,000 ¹ shares of Common Stock. Such shares of Common Stock may, in the discretion of the Committee, be either authorized but unissued shares or shares previously issued and reacquired by eBay. If any Award shall expire, terminate or otherwise lapse, in whole or in part, any shares of Common Stoc