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Published: 2008-03-26

Employment Agreement - eBay Inc. and Margaret C. Whitman



 
                                   eBay                                
                                   2005 HAMILTON AVENUE, SUITE 350
                                   San Jose, CA 95125


                                   PHONE 408 369-4830
                                   FAX 408 369-4839
                                   WWW.eBAY.COM

                               January 16, 1998

Ms. Margaret C. Whitman
204 Warren Street
Brookline, MA 02146

Dear Meg:

         eBay, Inc. (the "Company" or "eBay") is pleased to offer you a position
as Chief Executive Officer, at a salary, payable twice per month, which is
equivalent to a yearly salary of $175,000.00. In addition, you will be eligible
for an annual bonus up to $100,000.00, solely at the discretion of the Board of
Directors. eBay will also compensate you for reasonable out-of-pocket expenses
incurred for the relocation of your family and your belongings.     

     You will also 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 800,000 shares of the Company's Common Stock.  The option will be
granted under the Company's 1996 Stock Option 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; provided, however, that if your employment is terminated by the Company
other than for "Cause"'. during your first year of employment, the option will
vest, at the end of each month, with respect to 1/48 of the shares subject to
the option.  No other acceleration of vesting will occur in connection with any
termination of your employment or any acquisition of eBay.  At least 100,000 of
the shares underlying the stock option must be purchased for cash at the option
exercise price, as soon as possible after the grant is approved; these shares
will be subject to a repurchase option in favor of the Company to the extent
they are "Unvested".

     If your employment is terminated by the Company other than for "Cause" at
any time during your employment, you will continue to receive salary
compensation for an additional six months and, if at the end of such period you
remain unemployed, you will be eligible for additional salary compensation for
the lesser of (i) six months, or (ii) until you find other employment.

     The Company asks that you complete the enclosed "Employee Information and
Inventions Agreement" prior to commencing employment.  In part, this Agreement
requests that a departing 

_______________
/1/ Definition included in this letter.

 
eBay                               2005 HAMILTON AVENUE, SUITE 350
                                   San Jose, CA 95125


                                   PHONE 408 369-4830
                                   FAX 408 369-4839
                                   WWW.eBAY.COM


employee refrain from using or disclosing eBay's Confidential Information (as
defined in the Agreement) in any manner which might be detrimental to or
conflict with the business interests of eBay or its employees. This Agreement
does not prevent a former employee from using his or her general knowledge and
--------
experience no matter when or how gained in any new field or position. If you
should have any questions about the "Employee Confidential Information and
Inventions Agreement," please call me.

     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.

     We hope that you and eBay will find mutual satisfaction with your
employment.  All of us at eBay are very excited about your joining our team and
look forward to a beneficial and fruitful relationship.  Nevertheless, employees
have the right to terminate their employment at any time with or without cause
or notice, and the Company reserves for itself an equal right.  We both agree
that any dispute arising with respect to your employment, the termination of
that employment, or a breach of any covenant of good faith and fair dealing
related to your employment, shall be conclusively settled by final and binding
arbitration in accordance with the Voluntary Labor Arbitration Rules of the
American Arbitration Association (AAA) at the AAA office in San Jose.

     This letter and the "Employee Confidential Information and Inventions
Agreement" contain the entire agreement with respect to your employment.  The
terms of this offer may only be changed by written agreement, although the
Company may from time to time, in its sole discretion, adjust the salaries and
benefits paid to you and its other employees.  Should you have any questions
with regard to any of the items indicated above, please call me.  Kindly
indicate your consent to this employment agreement by signing and returning a
copy of this letter and a completed "Employee Confidential Information and
Inventions Agreement" to me by the close of business January 16, 1998.  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 agreements and communications by you and eBay as to the specific
subjects of this letter.

Very truly yours,

/s/ Pierre Omidyar
-----------------------
Pierre Omidyar
Chief Executive Officer


ACCEPTED:


/s/ Margaret C. Whitman      1/16/98
-----------------------      -------
Margaret Whitman             Date

 
eBay                               2005 HAMILTON AVENUE, SUITE 350
                                   San Jose, CA 95125


                                   PHONE 408 369-4830
                                   FAX 408 369-4839
                                   WWW.eBAY.COM


"CAUSE"

For the purposes of this offer, the term "Cause" means (i) the conviction of any
felony or any crime involving moral terpitude or dishonesty; (ii) participation
in a fraud or act of dishonesty against the Company which adversely affects the
Company in a material way; (iii) willful breach of the Company's policies which
adversely affects the Company in a material way; (iv) causing intentional damage
to the Company's property or business; (v) conduct which constitutes gross
insubordination or incompetence; (vi) habitual neglect of duties; or (vii)
conduct which demonstrates gross unfitness to serve; provided that the action or
conduct described in clauses (iii), (v) and (vii) above will constitute "Cause"
only if such action or conduct continues after the Company has provided Employee
with written notice thereof and a reasonable opportunity (to be not less than 30
days nor more than 90 days) to cure the same.  For the above purposes, a
termination by the Company without Cause includes a termination of employment by
the Employee within 30 days following any of the following events:  (x) the
assignment of any duties to Employee inconsistent with, or reflecting a
materially adverse change in, Employee's position, duties, responsibilities or
status with the Company, or the removal of Employee from, or failure to reelect
Employee to, any of such positions; or (y) the relocation of the Company's
principal executive offices, or relocating Employee's principal place of
business, in excess of fifty (50) miles from the Company's current executive
offices.