S-8

As filed with the Securities and Exchange Commission on August 11, 2003 Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

eBay Inc.

(Exact name of registrant as specified in its charter)

Delaware	77-0430924
(State of Incorporation)	(I.R.S. Employer Identification No.)

2145 Hamilton Avenue
San Jose, California 95125
(Address of principal executive offices)

eBay Inc. 2001 Equity Incentive Plan, as amended
eBay Inc. 2003 Deferred Stock Unit Plan
(Full title of the plan)

Michael R. Jacobson
Senior Vice President, Legal Affairs, General Counsel and Secretary

eBay Inc.
2145 Hamilton Avenue
San Jose, California 95125
(408) 376-7400
(Name, address, including zip code, and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

			Proposed Maximum		Proposed Maximum
Title of Securities			Offering		Aggregate		Amount of
to be Registered		Amount to be Registered (1)	Price per Share (2)		Offering Price (2)		Registration Fee
Common Stock, par value		14,000,000 shares (3)	$	101.17	$	1,517,550,000	$	122,770
	$0.001 per share	1,000,000 shares (4)

(1)	Pursuant to Rule 416(a), this registration statement shall also cover any additional shares of common stock which become issuable under the 2001 Equity Incentive Plan, as amended, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase or decrease in the number of outstanding shares of our common stock. The share amounts set forth herein do not reflect the registrant’s two-for-one stock split, payable in the form of a stock dividend, having a record date of August 4, 2003 and taking effect as of August 28, 2003.
(2)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended. The offering price per share and aggregate offering price are based upon the average of the high and low prices of our Common Stock on August 8, 2003 as reported on the Nasdaq National Market for additional shares available for grant pursuant to our 2001 Equity Incentive Plan, as amended, and our 2003 Deferred Stock Unit Plan.
(3)	Additional shares that are available for grant under our 2001 Equity Incentive Plan, as amended and approved by our stockholders at our Annual Meeting of Stockholders on June 26, 2003.
(4)	Shares that are available for grant under our 2003 Deferred Stock Unit Plan, approved by our stockholders at our Annual Meeting of Stockholders on June 26, 2003.

TABLE OF CONTENTS

Part I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
	Item 1. Plan Information
	Item 2. Registrant Information and Employee Plan Annual Information
Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EXHIBIT 4.1
EXHIBIT 4.2
EXHIBIT 5.1
EXHIBIT 23.1

Part I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. Plan Information

          The document(s) containing the information specified in Item 1 will be sent or given to employees as specified in Rule 428(b)(1) and are not required to be filed as part of this registration statement.

Item 2. Registrant Information and Employee Plan Annual Information

          The document(s) containing the information specified in Item 2 will be sent or given to employees as specified in Rule 428(b)(1) and are not required to be filed as part of this registration statement.

Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

          The following documents filed by eBay Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this registration statement:

          (a)      Our latest Annual Report on Form 10-K for the fiscal year ended December 31, 2002, filed on March 31, 2003 (File No. 000-24821), filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

          (b)(1)   Our Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2003, filed on May 15, 2003 (File No. 000-24821) and for the quarterly period ended June 30, 2003, filed on August 11, 2003 (File No. 000-24821).

          (b)(2)   Our Current Reports on Form 8-K filed on March 31, 2003 (File No. 000-24821); April 22, 2003 (File No. 000-24821); April 23, 2003 (File No. 000-24821); May 15, 2003 (File No. 000-24821) and July 24, 2003 (File No. 000-24821).

          (c)     The description of the Company’s common stock which is contained in a Registration Statement on Form 8-A filed August 20, 1998 (File No. 000-24821), under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

          All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of the filing of such reports and documents.

Item 4. Description of Securities

          Not applicable.

Item 5. Interests of Named Experts and Counsel

          Not applicable.

Item 6. Indemnification of Directors and Officers

          As permitted by Section 145 of the Delaware General Corporation Law (the “DGCL”), the Company’s Amended and Restated Bylaws provide that (i) the Company is required to indemnify its directors and executive officers to the fullest extent permitted by the DGCL, (ii) the Company may, in its discretion, indemnify other

officers, employees and agents as set forth in the DGCL, (iii) to the fullest extent permitted by the DGCL, the Company is required to advance all expenses incurred by its directors and officers in connection with a legal proceeding (subject to certain exceptions), (iv) the rights conferred in the Bylaws are not exclusive, (v) the Company is authorized to enter into indemnification agreements with its directors, officers, employees and agents and (vi) the Company may not retroactively amend the Bylaws provisions relating to indemnity.

          The Company has entered into agreements with its directors and executive officers that require the Company to indemnify such persons against expenses, judgments, fines, settlements and other amounts that such person becomes legally obligated to pay (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was a director or officer of the Company or any of its affiliated enterprises, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder.

Item 7. Exemption from Registration Claimed

          Not applicable.

Item 8. Exhibits

          The following exhibits are filed as part of this registration statement.

Exhibit
Number	Description
4.1	eBay Inc. 2001 Equity Incentive Plan, as amended.
4.2	eBay Inc. 2003 Deferred Stock Unit Plan.
5.1	Opinion of Cooley Godward LLP.
23.1	Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2	Consent of Cooley Godward LLP (included in Exhibit 5.1 to this registration statement).
24.1	Power of Attorney (included on the signature page of this registration statement).

Item 9. Undertakings

1. The undersigned registrant hereby undertakes:

          (a)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

               (i)      To include any prospectus required by Section 10(a)(3) of the Securities Act;

               (ii)      To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

               (iii)      To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

          Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference herein.

          (b)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (c)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on August 8, 2003.

eBay Inc.

/s/ Margaret C. Whitman

Margaret C. Whitman
President, Chief Executive Officer & Director

POWER OF ATTORNEY

          Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Margaret C. Whitman, Michael R. Jacobson and Rajiv Dutta, and each or any one of them, his or her true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him and her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Margaret C. Whitman     Margaret C. Whitman	President, Chief Executive Officer and Director	August 8, 2003
/s/ Rajiv Dutta     Rajiv Dutta	Senior Vice President, Chief Financial Officer (Principal Financial Officer)	August 8, 2003
/s/ Mark J. Rubash     Mark J. Rubash	Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)	August 8, 2003
/s/ Pierre M. Omidyar     Pierre M. Omidyar	Founder, Chairman of the Board and Director	August 8, 2003
/s/ Fred D. Anderson     Fred D. Anderson	Director	August 8, 2003
/s/ Philippe Bourguignon     Philippe Bourguignon	Director	August 8, 2003
/s/ Scott D. Cook     Scott D. Cook	Director	August 8, 2003
/s/ Dawn G. Lepore     Dawn G. Lepore	Director	August 8, 2003
/s/ Robert C. Kagle     Robert C. Kagle	Director	August 8, 2003
/s/ Thomas J. Tierney     Thomas J. Tierney	Director	August 8, 2003

EXHIBIT INDEX

Exhibit
Number	Description
4.1	eBay Inc. 2001 Equity Incentive Plan, as amended.
4.2	eBay Inc. 2003 Deferred Stock Unit Plan.
5.1	Opinion of Cooley Godward LLP.
23.1	Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2	Consent of Cooley Godward LLP (included in Exhibit 5.1 to this registration statement).
24.1	Power of Attorney. (included on the signature page of this registration statement).

EX-4.1 3 f92100orexv4w1.txt EXHIBIT 4.1 EXHIBIT 4.1 2001 EQUITY INCENTIVE PLAN, AS AMENDED INITIAL STOCKHOLDER APPROVAL ON MAY 25, 2001 AMENDMENT ADOPTED BY THE BOARD OF DIRECTORS ON MARCH 14, 2002 STOCKHOLDER APPROVAL OF AMENDMENT ON JUNE 5, 2002 AMENDMENT ADOPTED BY THE BOARD OF DIRECTORS ON MARCH 18, 2003 STOCKHOLDER APPROVAL OF AMENDMENT ON JUNE 26, 2003 TERMINATION DATE: MARCH 21, 2011 1. PURPOSES. (a) ELIGIBLE OPTION RECIPIENTS. The persons eligible to receive Options are the Employees, Directors and Consultants of the Company and its Affiliates. (b) AVAILABLE OPTIONS. The purpose of the Plan is to provide a means by which eligible recipients of Options may be given an opportunity to benefit from increases in value of the Common Stock through the granting of (i) Incentive Stock Options and (ii) Nonstatutory Stock Options. (c) GENERAL PURPOSE. The Company, by means of the Plan, seeks to retain the services of the group of persons eligible to receive Options, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates. 2. DEFINITIONS. (a) "AFFILIATE" means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code, and any other entity which is controlled, directly or indirectly, by the Company. (b) "BOARD" means the Board of Directors of the Company. (c) "CODE" means the United States Internal Revenue Code of 1986, as amended. (d) "COMMITTEE" means a committee of one or more members of the Board appointed by the Board in accordance with subsection 3(c). (e) "COMMON STOCK" means the common stock of the Company. (f) "COMPANY" means eBay Inc., a Delaware corporation. (g) "CONSULTANT" means any person, whether a natural person or an entity (subject to the provisions of subsection 5(e)), including an advisor, (i) engaged by the Company or an Affiliate to render consulting or advisory services and compensated for such services, or (ii) who is a member of the Board of Directors or comparable governing body of an Affiliate. However, the term "Consultant" shall not include either Directors who are not compensated by the Company for their services as Directors or Directors who are merely paid a director's fee by the Company for their services as Directors. (h) "CONTINUOUS SERVICE" means that the Optionholder's service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. The Optionholder's Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Optionholder renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Optionholder renders such service, provided that there is no interruption or termination of the Optionholder's service with the Company or an Affiliate. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a Director will not constitute an interruption of Continuous Service. The Board or the chief executive officer of the Company, in that party's sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. (i) "COVERED EMPLOYEE" means the chief executive officer and the four (4) other highest compensated officers of the Company for whom total compensation is required to be reported to stockholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code. (j) "DIRECTOR" means a member of the Board of Directors of the Company. (k) "DISABILITY" means the inability of a natural person to continue to perform services for the Company or any Affiliate of the type previously performed prior to the occurrence of such Disability, whether as a result of physical and/or mental illness or injury, as determined by a physician acceptable to the Company, for a period that is expected to be of a duration of no less than six (6) months. (l) "EMPLOYEE" means any person employed for tax purposes by the Company or an Affiliate. Mere service as a Director or payment of a director's fee by the Company or an Affiliate shall not be sufficient to constitute "employment" by the Company or an Affiliate. (m) "EXCHANGE ACT" means the United States Securities Exchange Act of 1934, as amended. (n) "FAIR MARKET VALUE" means, as of any date, the value of the Common Stock determined as follows: (i) If the Common Stock is listed on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable. (ii) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined in good faith by the Board. (o) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. (p) "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not a current Employee or Officer of the Company or its parent or a subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or a subsidiary for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act ("Regulation S-K")), does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a) of Regulation S-K and is not engaged in a business relationship as to which disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a "non-employee director" for purposes of Rule 16b-3. (q) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as an Incentive Stock Option. (r) "OFFICER" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. (s) "OPTION" means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to Section 6 of the Plan. (t) "OPTION AGREEMENT" means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan. (u) "OPTIONHOLDER" means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option. (v) "OUTSIDE DIRECTOR" means a Director who either (i) is not a current employee of the Company or an "affiliated corporation" (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an "affiliated corporation" receiving compensation for prior services (other than benefits under a tax qualified pension plan), was not an officer of the Company or an "affiliated corporation" at any time and is not currently receiving direct or indirect remuneration from the Company or an "affiliated corporation" for services in any capacity other than as a Director or (ii) is otherwise considered an "outside director" for purposes of Section 162(m) of the Code. (w) "PLAN" means this eBay Inc. 2001 Equity Incentive Plan, as amended. (x) "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time. (y) "SECURITIES ACT" means the United States Securities Act of 1933, as amended. (z) "TEN PERCENT STOCKHOLDER" means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates. 3. ADMINISTRATION. (a) ADMINISTRATION BY BOARD. The Board shall administer the Plan unless and until the Board delegates administration to a Committee, as provided in subsection 3(c). (b) POWERS OF BOARD. The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan: (i) To determine from time to time which of the persons eligible under the Plan shall be granted Options; when and how each Option shall be granted; what type or combination of types of Option shall be granted; the provisions of each Option granted (which need not be identical), including the time or times when a person shall be permitted to receive Common Stock pursuant to an Option; and the number of shares of Common Stock with respect to which an Option shall be granted to each such person. (ii) To construe and interpret the Plan and Options granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Option Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. (iii) To amend the Plan or an Option as provided in Section 11. (iv) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient in its sole discretion to promote the best interests of the Company and its stockholders that are not in conflict with the provisions of the Plan. (c) DELEGATION TO COMMITTEE. (i) GENERAL. The Board may delegate administration of the Plan to a Committee or Committees of one (1) or more members of the Board, and the term "Committee" shall apply to any person or persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee of one (1) or more members of the Board any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. (ii) COMMITTEE COMPOSITION WHEN COMMON STOCK IS PUBLICLY TRADED. At such time as the Common Stock is publicly traded, in the discretion of the Board, a Committee may consist solely of two (2) or more Outside Directors, in accordance with Section 162(m) of the Code, and/or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. Within the scope of such authority, the Board or the Committee may (1) delegate to a committee of one or more members of the Board who are not Outside Directors the authority to grant Options to eligible persons who are either (a) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Option or (b) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code and/or (2) delegate to a committee of one or more members of the Board who are not Non-Employee Directors the authority to grant Options to eligible persons who are not then subject to Section 16 of the Exchange Act. (d) EFFECT OF BOARD'S DECISION. All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by anyone and shall be final, binding and conclusive on all Optionholders and any other person having an interest in such determination, interpretation or construction. 4. SHARES SUBJECT TO THE PLAN. (a) SHARE RESERVE. Subject to the provisions of Section 10 relating to adjustments upon changes in Common Stock, the Common Stock that may be issued pursuant to Options shall not exceed in the aggregate Thirty-Nine Million (39,000,000) shares of Common Stock. (b) REVERSION OF SHARES TO THE SHARE RESERVE. If any Option shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, the shares of Common Stock not acquired under such Option shall revert to and again become available for issuance under the Plan. If an Optionholder exercises an Option by attesting to the ownership of shares of Common Stock in accordance with the provisions of Section 6(c) below, only the net number of additional shares issued to the Optionholder shall be deducted from the share reserve. (c) SOURCE OF SHARES. The shares of Common Stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise. 5. ELIGIBILITY. (a) ELIGIBILITY FOR SPECIFIC OPTIONS. Incentive Stock Options may be granted only to Employees. Nonstatutory Stock Options may be granted to Employees, Directors and Consultants. (b) NON-EMPLOYEE DIRECTORS. Notwithstanding the provisions of subsection 5(a) hereof, a Director who is not an Employee only may be granted nondiscretionary Options that the Stockholders have approved as to the following option provisions: Number of shares, date of automatic grant, term, exercise price, consideration, vesting schedule, exercise schedule, and the post-termination exercise periods. (c) TEN PERCENT STOCKHOLDERS. Notwithstanding the provisions of subsection 5(a) hereof, a Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock at the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant. (d) SECTION 162(m) LIMITATION. Notwithstanding the provisions of subsection 5(a) hereof and subject to the provisions of Section 10 relating to adjustments upon changes in the shares of Common Stock, no Employee shall be eligible to be granted Options covering more than One Million (1,000,000) shares of Common Stock during any calendar year. (e) CONSULTANTS. Notwithstanding the provisions of subsection 5(a) hereof, a Consultant shall not be eligible for the grant of an Option if, at the time of grant, a Form S-8 Registration Statement under the Securities Act ("Form S-8") is not available to register either the offer or the sale of the Company's securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, or because the Consultant is not a natural person, or as otherwise provided by the rules governing the use of Form S-8, unless the Company determines both (i) that such grant (A) shall be registered in another manner under the Securities Act (e.g., on a Form S-3 Registration Statement) or (B) does not require registration under the Securities Act in order to comply with the requirements of the Securities Act, if applicable, and (ii) that such grant complies with the securities laws of all other relevant jurisdictions. 6. OPTION PROVISIONS. Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions: (a) TERM. Subject to the provisions of subsection 5(c) regarding Ten Percent Stockholders, no Option shall be exercisable after the expiration of ten (10) years from the date it was granted. (b) EXERCISE PRICE. (ii) Subject to the provisions of subsection 5(c) regarding Ten Percent Stockholders and subsections 6(b)(ii) and 6(b)(iii) below, the exercise price of each Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. (ii) A Nonstatutory Stock Option may be granted with an exercise price not less than eighty-five percent (85%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted if such discount from Fair Market Value is expressly granted in lieu of a reasonable amount of salary or a cash bonus. (iii) An Option may be granted with an exercise price lower than that set forth in subsection 6(b)(i) above if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code. (c) CONSIDERATION. (i) The purchase price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the time the Option is exercised or (ii) at the discretion of the Board at the time of the grant of the Option (or subsequently in the case of a Nonstatutory Stock Option) (1) by delivery to the Company, or attestation to the Company of ownership, of other Common Stock or (2) in any other form of legal consideration that may be acceptable to the Board. (ii) Unless otherwise specifically provided, the purchase price of Common Stock acquired pursuant to an Option that is paid by delivery to the Company, or attestation to the Company of ownership, of other Common Stock shall be paid only by shares of the Common Stock of the Company that have been held for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). (d) TRANSFERABILITY OF AN INCENTIVE STOCK OPTION. An Incentive Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option. (e) TRANSFERABILITY OF A NONSTATUTORY STOCK OPTION. A Nonstatutory Stock Option shall be transferable to the extent provided in the Option Agreement. If the Nonstatutory Stock Option does not provide for transferability, then the Nonstatutory Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option. (f) VESTING GENERALLY. The total number of shares of Common Stock subject to an Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. The provisions of this subsection 6(f) are subject to any Option provisions governing the minimum number of shares of Common Stock as to which an Option may be exercised. (g) TERMINATION OF CONTINUOUS SERVICE. In the event an Optionholder's Continuous Service terminates (other than upon the Optionholder's death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionholder's Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate. (h) EXTENSION OF TERMINATION DATE. An Optionholder's Option Agreement may also provide that if the exercise of the Option following the termination of the Optionholder's Continuous Service (other than upon the Optionholder's death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option or (ii) the expiration of a period of three (3) months after the termination of the Optionholder's Continuous Service during which the exercise of the Option would not be in violation of such registration requirements. (i) DISABILITY OF OPTIONHOLDER. In the event that an Optionholder's Continuous Service terminates as a result of the Optionholder's Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein, the Option shall terminate. (j) DEATH OF OPTIONHOLDER. In the event (i) an Optionholder's Continuous Service terminates as a result of the Optionholder's death or (ii) the Optionholder dies within the period (if any) specified in the Option Agreement after the termination of the Optionholder's Continuous Service for a reason other than death, then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder's estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the option upon the Optionholder's death, but only within the period ending on the earlier of (1) the date eighteen (18) months following the date of death (or such longer or shorter period specified in the Option Agreement) or (2) the expiration of the term of such Option as set forth in the Option Agreement. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate. 7. COVENANTS OF THE COMPANY. (a) AVAILABILITY OF SHARES. During the terms of the Options, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Options. (b) SECURITIES LAW COMPLIANCE. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Options and to issue and sell shares of Common Stock upon exercise of the Options; provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Option or any Common Stock issued or issuable pursuant to any such Option. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Options unless and until such authority is obtained. 8. USE OF PROCEEDS FROM STOCK. Proceeds from the sale of Common Stock pursuant to Options shall constitute general funds of the Company. 9. MISCELLANEOUS. (a) STOCKHOLDER RIGHTS. No Optionholder shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Option unless and until such Optionholder has satisfied all requirements for exercise of the Option pursuant to its terms. (b) NO EMPLOYMENT OR OTHER SERVICE RIGHTS. Nothing in the Plan or any instrument executed or Option granted pursuant thereto shall confer upon any Optionholder any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Option was granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, for any reason or no reason, (ii) the service of a Consultant pursuant to the terms of such Consultant's agreement with the Company or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the jurisdiction in which the Company or the Affiliate is incorporated, as the case may be. (c) INCENTIVE STOCK OPTION $100,000 LIMITATION. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options. (d) INVESTMENT ASSURANCES. The Company may require an Optionholder, as a condition of exercising an Option or acquiring Common Stock under any Option, (i) to give written assurances satisfactory to the Company as to the Optionholder's knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Option; (ii) to give written assurances satisfactory to the Company stating that the Optionholder is acquiring Common Stock subject to the Option for the Optionholder's own account and not with any present intention of selling or otherwise distributing the Common Stock; and/or (iii) to give such other written assurances as the Company shall determine are necessary, desirable or appropriate to comply with applicable securities regulation and other governing law. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock. (e) WITHHOLDING OBLIGATIONS. To the extent provided by the terms of an Option Agreement, the Optionholder may satisfy any tax withholding obligation arising under the laws or regulations of any country, state or local jurisdiction relating to the exercise or acquisition of Common Stock under an Option by any of the following means (in addition to the Company's right to withhold from any compensation paid to the Optionholder by the Company) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Optionholder as a result of the exercise or acquisition of Common Stock under the Option; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law (or such lesser amount as may be required to avoid variable award accounting); or (iii) delivering to the Company owned and unencumbered shares of Common Stock. 10. ADJUSTMENTS UPON CHANGES IN STOCK. (a) CAPITALIZATION ADJUSTMENTS. If any change is made in the Common Stock subject to the Plan, or subject to any Option, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan will be appropriately adjusted in the class(es) and maximum number of securities subject to the Plan pursuant to subsection 4(a) and the maximum number of securities subject to award to any person pursuant to subsection 5(d), and the outstanding Options will be appropriately adjusted in the class(es) and number of securities and price per share of Common Stock subject to such outstanding Options. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a transaction "without receipt of consideration" by the Company.) (b) DISSOLUTION OR LIQUIDATION. In the event of a dissolution or liquidation of the Company, then all outstanding Options shall terminate immediately prior to such event. (c) CORPORATE TRANSACTION. In the event of (i) a sale, lease or other disposition of all or substantially all of the assets of the Company, (ii) a merger or consolidation in which the Company is not the surviving corporation, or (iii) a reverse merger in which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, then any surviving corporation or acquiring corporation shall assume or continue any Options outstanding under the Plan or shall substitute similar stock awards (including an award to acquire the same consideration paid to the stockholders in the transaction described in this subsection 10(c)) for those outstanding under the Plan. In the event any surviving corporation or acquiring corporation refuses to assume or continue such Options or to substitute similar stock awards for those outstanding under the Plan, then with respect to Options held by Optionholders whose Continuous Service has not terminated, the vesting of such Options (and, if applicable, the time during which such Options may be exercised) shall be accelerated in full, and the Options shall terminate if not exercised (if applicable) at or prior to such event. With respect to any other Options outstanding under the Plan, such Options shall terminate if not exercised (if applicable) at or prior to such event. 11. AMENDMENT OF THE PLAN AND OPTIONS. (a) AMENDMENT OF PLAN. The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 10 relating to adjustments upon changes in Common Stock, no amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary under applicable laws or regulations or to the extent that such amendment constitutes a material amendment of the Plan. (b) STOCKHOLDER APPROVAL. The Board may, in its sole discretion, submit any other amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to certain executive officers. Notwithstanding any other provision of the Plan to the contrary, the Board shall not, without prior stockholder approval, (A) reduce the exercise price of any outstanding Option under the Plan, (B) cancel any outstanding Option under the Plan and grant in substitution therefor, on either an immediate or delayed basis, a new Option under the Plan covering the same or a different number of shares of Common Stock or cash, or (C) take any other action with respect to any outstanding Option under the Plan that is treated as a repricing of such Option pursuant to generally accepted accounting principles. (c) CONTEMPLATED AMENDMENTS. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options granted under it into compliance therewith. (d) NO IMPAIRMENT OF RIGHTS. Rights under any Option granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (i) the Company requests the consent of the Optionholder and (ii) the Optionholder consents in writing. (e) AMENDMENT OF OPTIONS. The Board at any time, and from time to time, may amend the terms of any one or more Options; provided, however, that the rights under any Option shall not be impaired by any such amendment unless (i) the Company requests the consent of the Optionholder and (ii) the Optionholder consents in writing. 12. TERMINATION OR SUSPENSION OF THE PLAN. (a) PLAN TERM. The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the day before the tenth (10th) anniversary of the date the Plan is adopted by the Board or approved by the stockholders of the Company, whichever is earlier. No Options may be granted under the Plan while the Plan is suspended or after it is terminated. (b) NO IMPAIRMENT OF RIGHTS. Suspension or termination of the Plan shall not impair rights and obligations under any Option granted while the Plan is in effect except with the written consent of the Optionholder. 13. EFFECTIVE DATE OF PLAN. The Plan shall become effective as determined by the Board, but no Option shall be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board. 14. CHOICE OF LAW. The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state's conflict of laws rules. EX-4.2 4 f92100orexv4w2.txt EXHIBIT 4.2 EXHIBIT 4.2 eBAY INC. 2003 DEFERRED STOCK UNIT PLAN INITIAL STOCKHOLDER APPROVAL ON JUNE 26, 2003 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. 1.2 DEFINITIONS OF CERTAIN TERMS "eBAY" means eBay Inc. or a successor entity contemplated by Section 3.5. "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. "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. "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 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 earlier 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 may also be made to such officers and employees (including prospective employees) of the Company as the Committee may select. 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 1,000,000 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 Stock subject to such Award (or portion thereof) shall again be available for issuance under the Plan. 1.6.2 ADJUSTMENTS. The Committee shall have the authority (but shall not be required) to adjust the number of shares of Common Stock authorized pursuant to Section 1.6.1 and to adjust equitably (including, without limitation, by payment of cash) the terms of any outstanding Awards (including, without limitation, the number of shares of Common Stock covered by each outstanding Award, the type of property to which the Award is subject and the exercise or strike price of any Award), in such manner as it deems appropriate to preserve the benefits or potential benefits intended to be made available to grantees of Awards, for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, spinoff, splitup, combination or reclassification of the Common Stock, or any other event the Committee determines in its sole discretion affects the capitalization of eBay, including any extraordinary dividend or distribution. After any adjustment made pursuant to this Section 1.6.2, the number of shares of Common Stock subject to each outstanding Award shall be rounded down to the nearest whole number. ARTICLE II AWARDS UNDER THE PLAN 2.1 AGREEMENTS EVIDENCING AWARDS Each Award granted under the Plan shall be evidenced by a written document which shall contain such provisions and conditions as the Committee deems appropriate. The Committee may grant Awards in tandem with or in substitution for any other Award or Awards granted under this Plan or any award granted under any other plan of the Company. By accepting an Award pursuant to the Plan, a grantee agrees that the Award shall be subject to all of the terms and provisions of the Plan and the applicable Award Agreement. 2.2 NO RIGHTS AS A STOCKHOLDER No grantee of an Award shall have any of the rights of a stockholder of eBay with respect to shares of Common Stock subject to such Award until the delivery of such shares. Except as otherwise provided in Section 1.6.2, no adjustments shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, Common Stock, other securities or other property) for which the record date is prior to the date such shares are delivered. 2.3 GRANT OF DEFERRED STOCK UNITS 2.3.1 Each New Director shall receive a one-time grant of deferred stock units equal to the result of dividing (i) $150,000 by (ii) the Fair Market Value on the date of grant, rounded down to the nearest whole share. A grantee of a deferred stock unit will have only the rights of a general unsecured creditor of eBay until delivery of shares of Common Stock, cash or other securities or property is made as specified in the applicable Award Agreement. As soon as practicable following the delivery date specified in the Award Agreement, the grantee of each deferred stock unit not previously forfeited or terminated shall receive one share of Common Stock, or cash, securities or other property equal in value to the Fair Market Value of a share of Common Stock on the delivery date specified in the Award Agreement or a combination thereof, as specified by the Committee. 2.3.2 The Committee may grant deferred stock units in such amounts and subject to such terms and conditions as the Committee shall determine to such other persons eligible to be selected for an Award pursuant to Section 1.4.2. 2.4 GRANT OF DIVIDEND EQUIVALENT RIGHTS The Committee may include in the Award Agreement with respect to any Award a dividend equivalent right entitling the grantee to receive amounts equal to all or any portion of the dividends that would be paid on the shares of Common Stock covered by such Award if such shares had been delivered pursuant to such Award. The grantee of a dividend equivalent right will have only the rights of a general unsecured creditor of eBay until payment of such amounts is made as specified in the applicable Award Agreement. In the event such a provision is included in an Award Agreement, the Committee shall determine whether such payments shall be made in cash, in shares of Common Stock or in another form, whether they shall be conditioned upon the exercise of the Award to which they relate, the time or times at which they shall be made, and such other terms and conditions as the Committee shall deem appropriate. ARTICLE III MISCELLANEOUS 3.1 AMENDMENT OF THE PLAN The Committee may from time to time suspend, discontinue, revise or amend the Plan in any respect whatsoever; provided, however, that such action shall not materially adversely affect the rights and obligations of a grantee under an Award previously granted. 3.2 TAX WITHHOLDING As a condition to the delivery of any shares of Common Stock pursuant to any Award or the lifting or lapse of restrictions on any Award, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company relating to an Award (including, without limitation, FICA tax), (a) the Company may deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to a grantee whether or not pursuant to the Plan; (b) the Committee shall be entitled to require that the grantee remit cash to the Company (through payroll deduction or otherwise), in each case in an amount sufficient in the opinion of the Company to satisfy such withholding obligation; or (c) if the event giving rise to the withholding obligation involves a transfer of shares of Common Stock, then at the discretion of the Committee, the grantee may satisfy the withholding obligation by electing to have the Company withhold shares of Common Stock (not in excess of the statutory minimum rate) or by tendering previously owned shares of Common Stock, in each case having a Fair Market Value equal to the amount of tax to be withheld (or by any other mechanism as may be required or appropriate to conform with local tax and other rules). For this purpose, Fair Market Value shall be determined as of the date on which the amount of tax to be withheld is determined (and the Company may cause any fractional share amount to be settled in cash). 3.3 REQUIRED CONSENTS AND LEGENDS 3.3.1 If the Committee shall at any time determine that any consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection with, the granting of any Award, the delivery of shares of Common Stock or the delivery of any cash, securities or other property under the Plan, or the taking of any other action thereunder (each such action being hereinafter referred to as a "plan action"), then such plan action shall not be taken, in whole or in part, unless and until such consent shall have been effected or obtained to the full satisfaction of the Committee. The Committee may direct that any certificate evidencing shares delivered pursuant to the Plan shall bear a legend setting forth such restrictions on transferability as the Committee may determine to be necessary or desirable, and may advise the transfer agent to place a stop transfer order against any legended shares. 3.3.2 By accepting an Award, each grantee expressly provides consent to the items described in Section 3.3.3 below. 3.3.3 The term "consent" as used in this Section 3.3.3 with respect to any plan action includes 3.3 any and all listings, registrations or qualifications in respect thereof upon any securities exchange or under any federal, state, or local law, or law, rule or regulation of a jurisdiction outside the United States, 3.4 any and all written agreements and representations by the grantee with respect to the disposition of the shares, or with respect to any other matter, which the Committee may deem necessary or desirable to comply with the terms of any such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification or registration be made, 3.5 any and all other consents, clearances and approvals in respect of a plan action by any governmental or other regulatory body or any stock exchange or self-regulatory agency and 3.6 any and all consents required by the Committee. Nothing herein shall require eBay to list, register or qualify shares of Common Stock on any securities exchange. 3.4 NONASSIGNABILITY; NO HEDGING Except to the extent otherwise expressly provided in the applicable Award Agreement or determined by the Committee, no Award (or any rights and obligations thereunder) granted to any person under the Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than by will or by the laws of descent and distribution. Any sale, exchange, transfer, assignment, pledge, hypothecation, or other disposition in violation of the provisions of this Section 3.4 shall be null and void and any Award which is hedged in any manner shall immediately be forfeited. All of the terms and conditions of this Plan and the Award Agreements shall be binding upon any permitted successors and assigns. 3.5 SUCCESSOR ENTITY Unless otherwise provided in the applicable Award Agreement and except as otherwise determined by the Committee, in the event of a merger, consolidation, mandatory share exchange or other similar business combination of eBay with or into any other entity ("successor entity") or any transaction in which another person or entity acquires all of the issued and outstanding Common Stock of eBay, or all or substantially all of the assets of eBay, outstanding Awards may be assumed or a substantially equivalent award may be substituted by such successor entity or a parent or subsidiary of such successor entity. 3.6 RIGHT OF DISCHARGE RESERVED Nothing in the Plan or in any Award Agreement shall confer upon any grantee the right to continued service as a member of the Board or affect any right which the Company or Board may have to terminate such service. 3.7 NATURE OF PAYMENTS 3.7.1 Any and all grants of Awards and deliveries of Common Stock, cash, securities or other property under the Plan shall be in consideration of services performed or to be performed for the Company by the grantee. Awards under the Plan may, in the discretion of the Committee, be made in substitution in whole or in part for cash or other compensation otherwise payable to a participant in the Plan. Only whole shares of Common Stock shall be delivered under the Plan. Awards shall, to the extent reasonably practicable, be aggregated in order to eliminate any fractional shares. Fractional shares shall be rounded down to the nearest whole share and any such fractional shares shall be forfeited. 3.7.2 All such grants and deliveries shall constitute a special discretionary incentive payment to the grantee and shall not be required to be taken into account in computing the amount of salary or compensation of the grantee for the purpose of determining any contributions to or any benefits under any pension, retirement, profit-sharing, bonus, life insurance, severance or other benefit plan of the Company or under any agreement with the grantee, unless the Company specifically provides otherwise. 3.8 OTHER PAYMENTS OR AWARDS Nothing contained in the Plan shall be deemed in any way to limit or restrict the Company from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect. 3.9 PLAN HEADINGS The headings in this Plan are for the purpose of convenience only and are not intended to define or limit the construction of the provisions hereof. 3.10 TERMINATION OF PLAN The Committee reserves the right to terminate the Plan at any time; provided, however, that in any case, the Plan shall terminate on March 17, 2013, and provided further, that all Awards made under the Plan prior to its termination shall remain in effect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreements. 3.11 GOVERNING LAW THIS PLAN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. 3.12 SEVERABILITY; ENTIRE AGREEMENT If any of the provisions of this Plan or any Award Agreement is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected thereby; provided, that if any of such provisions is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision shall be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. The Plan and any Award Agreements contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral with respect to the subject matter thereof. 3.13 NO THIRD PARTY BENEFICIARIES Except as expressly provided therein, neither the Plan nor any Award Agreement shall confer on any person other than the Company and the grantee of any Award any rights or remedies thereunder. 3.14 SUCCESSORS AND ASSIGNS OF EBAY The terms of this Plan shall be binding upon and inure to the benefit of eBay and any successor entity contemplated by Section 3.5. 3.15 DATE OF ADOPTION The Plan was adopted on March 18, 2003 by the Committee. eBAY INC. 2003 DEFERRED STOCK UNIT PLAN NEW DIRECTOR AWARD AGREEMENT This award agreement (this "AWARD AGREEMENT") sets forth the terms and conditions of an award (this "AWARD") of deferred stock units ("DSUS") granted to you under the eBay Inc. 2003 Deferred Stock Unit Plan (the "PLAN"). 1. The Plan. This Award is made pursuant to the Plan, the terms of which are incorporated in this Award Agreement. Capitalized terms used in this Award Agreement that are not defined in this Award Agreement have the meanings as used or defined in the Plan. 2. Award. The number of DSUs subject to this Award is set forth at the end of this Award Agreement. Each DSU constitutes an unfunded and unsecured promise of eBay to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, one share of Common Stock (the "SHARE" or the "SHARES" as the context requires) (or, in the sole discretion of the Committee, cash, securities or other property equal to the Fair Market Value thereof) as soon as practicable but in no case more than 10 days following the Delivery Date as provided herein. You shall also be entitled to receive an amount in cash equal to the sum of any declared dividends on the Shares which the record date therefor occurred after the date of grant and prior to delivery (the "DIVIDEND EQUIVALENT RIGHTS"). Until such delivery, you have only the rights of a general unsecured creditor, and no rights as a stockholder, of eBay. THIS AWARD IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ARBITRATION AND CHOICE OF FORUM PROVISIONS SET FORTH IN PARAGRAPH 0. 3. Vesting. Except as provided in this Paragraph 0 and in Paragraph 0, you shall become vested in 25% of this grant of DSUs on the first anniversary of the Date of Grant specified at the end of this Award Agreement and in 2.0833% of this grant of DSUs each month thereafter. Except as provided in Paragraph 0, if your service terminates for any reason prior to full vesting, including due to failure to be nominated or re-elected as a member of the Board, your rights in respect of all of your unvested DSUs shall terminate, and no Shares (or cash) shall be delivered in respect of such unvested DSUs. 4. DSU Account. A bookkeeping account will be established for you which shall be credited with all DSUs and any dividend equivalent rights that have been granted to you. 5. Delivery of Shares/DSU Payments. (a) Except as provided in this Paragraph 0 and in Paragraphs 0, 0 and 0, the Shares underlying the vested DSUs and any dividend equivalent rights corresponding to those vested DSUs shall be delivered as soon as practicable but in no case more than 10 days following the Delivery Date specified at the end of this Award Agreement. The Company may, at its option, deliver cash, securities or other property in lieu of all or any portion of the Shares otherwise deliverable. Such payment shall be equal in value to the product of the number of Shares to be delivered on the Delivery Date and the Fair Market Value of one Share of Common Stock on the Delivery Date. You shall be deemed the beneficial owner of the Shares at the close of business on the Delivery Date and shall be entitled to any dividend or distribution that has not already been made with respect to such Shares if the record date for such dividend or distribution is after the close of business on the Delivery Date. Notwithstanding the foregoing, if the Delivery Date occurs at a time when you are considered by eBay to be one of its "covered employees" within the meaning of Section 162(m) of the Code, then, unless the Committee determines otherwise, delivery of the Shares (or cash) automatically shall be deferred until after you have ceased to be such a covered employee. Such deferral shall not affect the number of shares or the amount of cash to be delivered. (b) Notwithstanding the foregoing, all DSUs and any dividend equivalent rights shall vest and shall become payable immediately upon a Change in Control. "CHANGE IN CONTROL" means (a) a dissolution or liquidation of eBay, (b) a merger or consolidation in which eBay is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of eBay in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of eBay or their relative stock holdings and the Awards granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption, conversion or replacement will be binding on all grantees), (c) merger in which eBay is the surviving corporation but after which the stockholders of eBay (other than any stockholder which merges (or which owns or controls another corporation which merges) with eBay in such merger) cease to own their shares or other equity interests in eBay, (d) the sale of substantially all of the assets of eBay, or (e) the acquisition, sale or transfer of more than 50% of the outstanding shares of eBay by tender offer or similar transaction. (c) "DELIVERY DATE" means the date of your termination of service with the Board. 6. Disability and Death. (a) Notwithstanding any other provision of this Award Agreement, if your service with the Company is terminated by reason of disability (as determined in the sole discretion of the Committee, whether temporary or permanent, partial or total), the condition set forth in Paragraph 0 shall be waived with respect to your then outstanding unvested DSUs (as a result of which any such then unvested outstanding DSUs shall vest). Shares (or, in the sole discretion of the Committee, cash, securities or other property in lieu of all or any part thereof) corresponding to your outstanding DSUs and any dividend equivalent rights shall be delivered to you as soon as practicable. (b) In the event of your death, the condition set forth in Paragraph 0 shall be waived with respect to your then outstanding unvested DSUs (as a result of which any such then unvested outstanding DSUs shall vest). Shares (or, in the sole discretion of the Committee, cash, securities or other property in lieu of all or any part thereof) corresponding to your outstanding DSUs and any dividend equivalent rights shall be delivered to the representative of your estate as soon as practicable after the date of death and after such documentation as may be requested by the Committee is provided to the Committee. 7. Non-transferability. Except as otherwise may be provided by the Committee, the limitations set forth in Section 3.4 of the Plan shall apply. Any assignment in violation of the provisions of this Paragraph 0 shall be null and void. 8. Withholding, Consents and Legends. (a) The delivery of Shares is conditioned on your satisfaction of any applicable withholding taxes (in accordance with Section 3.2 of the Plan). (b) Your rights in respect to your DSUs are conditioned on the receipts to the full satisfaction of the Committee of any required consents (as defined in Section 3.3 of the Plan) that the Committee may determine to be necessary or advisable (including, without limitation, your consenting to deductions from your wages, or another arrangement satisfactory to the Committee, to reimburse the Company for advances made on your behalf to satisfy any withholding and other tax obligations in connection with this Award). (c) eBay may affix to certificates representing Shares issued pursuant to this Award Agreement any legend that the Committee determines to be necessary or advisable (including to reflect any restrictions to which you may be subject under a separate agreement with eBay). eBay may advise the transfer agent to place a stop transfer order against any legended Shares. 9. Right of Offset. The Company shall have the right to offset against the obligation to deliver Shares under this Award Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, or amounts repayable to the Company pursuant to other director programs) you then owe to the Company and any amounts the Committee otherwise deems appropriate. 10. No Rights to Continued Service. Nothing in this Award Agreement or the Plan shall be construed as giving you any right to continued service with the Company or affect any right that the Company may have to terminate your service with the Company or alter the terms and conditions of your employment. 11. Successors and Assigns of eBay. The terms and conditions of this Award Agreement shall be binding upon, and shall inure to the benefit of, eBay and its successor entities (as defined in Section 3.6 of the Plan). 12. Committee Discretion. The Committee shall have full discretion with respect to any actions to be taken or determinations to be made in connection with this Award Agreement, and its determinations shall be final, binding and conclusive. 13. Amendment. The Committee reserves the right at any time to amend the terms and conditions set forth in this Award Agreement, and the Board may amend the Plan in any respect; provided, that, notwithstanding the foregoing and Sections 1.3.1(i), 1.3.1(ii) and 3.1 of the Plan, no such amendment shall materially adversely affect your rights and obligations under this Award Agreement without your consent, except that the Committee reserves the right to accelerate the delivery of the Shares and in its discretion provide that such Shares may not be transferable until the Delivery Date on which such Shares otherwise would have been delivered (and that in respect of such Shares you will remain obligated to return the Shares and any dividend equivalents to the Company in the circumstances under which the Shares would not have been delivered pursuant to Paragraph 0 or Paragraph 5). Any amendment of this Award Agreement shall be in writing signed by an authorized member of the Committee or a person or persons designated by the Committee. 14. Adjustment. The provisions of Section 1.6.2 of the Plan shall apply in the event the Committee desires to make such equitable adjustments, designed to protect dilution or enlargement of rights, as it may deem appropriate, in the number and kind of Shares covered by the DSUs subject to this Award Agreement. 15. Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company and you, arising out of or relating to or concerning the Plan or this Award Agreement, shall be finally settled by arbitration in San Jose, California before, and in accordance with the rules then in effect of, the American Arbitration Association (the "AAA") in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by you must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Paragraph is subject to the provisions of Paragraphs 00 and 0 below. (b) THE COMPANY AND YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF SAN JOSE, CALIFORNIA OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AWARD AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO PARAGRAPH 15(a) OF THIS AWARD AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company and you acknowledge that the forum designated by this Paragraph 00 has a reasonable relation to the Plan, this Award Agreement, and to your relationship with the Company. Notwithstanding the foregoing, nothing herein shall preclude the Company from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Paragraph 15. (c) The agreement by you and the Company as to forum is independent of the law that may be applied in the action, and you and the Company agree to such forum even if the forum may under applicable law choose to apply non-forum law. You and the Company hereby waive, to the fullest extent permitted by applicable law, any objection which you or the Company now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Paragraph 00. You and the Company undertake not to commence any action, suit or proceeding arising out of or relating to or concerning this Award Agreement in any forum other than a forum described in this Paragraph 0. You and (subject to the last sentence of Paragraph 00) the Company agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court shall be conclusive and binding upon you and the Company. (d) You irrevocably appoint the Secretary of eBay as your agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this Award Agreement which is not arbitrated pursuant to the provisions of Paragraph 00, who shall promptly advise you of any such service of process. (e) You hereby agree to keep confidential the existence of, and any information concerning, a dispute described in this Paragraph 15, except that you may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute). 16. Governing Law. THIS AWARD SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 17. Headings. The headings in this Award Agreement are for the purpose of convenience only and are not intended to define or limit the construction of the provisions hereof. IN WITNESS WHEREOF, eBAY INC. has caused this Award Agreement to be duly executed and delivered as of the Date of Grant. eBay Inc. By _________________________________ Name: Title: Recipient: ________________________________________________________________ Number of DSUs: ________________________________________________________________ Date of Grant: ________________________________________________________________ Delivery Date: Termination of service as a Director of the Company for any reason. I have read the Plan and this Award Agreement and I agree to these terms. __________________________________________ Participant Signature EX-5.1 5 f92100orexv5w1.txt EXHIBIT 5.1 EXHIBIT 5.1 [LETTERHEAD APPEARS HERE] August 6, 2003 eBay Inc. 2145 Hamilton Avenue San Jose, California 95125 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by eBay Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") covering the offering of up to 15,000,000 shares of the Company's Common Stock, $0.001 par value (the "Shares") pursuant to its 2001 Equity Incentive Plan, as amended, and its 2003 Deferred Stock Unit Plan (the "Plans"). In connection with this opinion, we have examined the Registration Statement and the Company's Certificate of Incorporation and Bylaws, each as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related prospectuses, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY GODWARD LLP By: /s/ Kenneth L. Guernsey ---------------------------------------- Kenneth L. Guernsey EX-23.1 6 f92100orexv23w1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 17, 2003, except for Note 17, which is as of March 28, 2003 relating to the financial statements, and financial statement schedule of eBay Inc., which appears in eBay Inc.'s Annual Report on Form 10-K for the year ended December 31, 2002. PRICEWATERHOUSECOOPERS LLP August 6, 2003 San Jose, California -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.1

                                                                     EXHIBIT 4.1

                     2001 EQUITY INCENTIVE PLAN, AS AMENDED

                  INITIAL STOCKHOLDER APPROVAL ON MAY 25, 2001
          AMENDMENT ADOPTED BY THE BOARD OF DIRECTORS ON MARCH 14, 2002
                STOCKHOLDER APPROVAL OF AMENDMENT ON JUNE 5, 2002
          AMENDMENT ADOPTED BY THE BOARD OF DIRECTORS ON MARCH 18, 2003
               STOCKHOLDER APPROVAL OF AMENDMENT ON JUNE 26, 2003

                        TERMINATION DATE: MARCH 21, 2011

1.   PURPOSES.

         (a) ELIGIBLE OPTION RECIPIENTS. The persons eligible to receive Options
are the Employees, Directors and Consultants of the Company and its Affiliates.

         (b) AVAILABLE OPTIONS. The purpose of the Plan is to provide a means by
which eligible recipients of Options may be given an opportunity to benefit from
increases in value of the Common Stock through the granting of (i) Incentive
Stock Options and (ii) Nonstatutory Stock Options.

         (c) GENERAL PURPOSE. The Company, by means of the Plan, seeks to retain
the services of the group of persons eligible to receive Options, to secure and
retain the services of new members of this group and to provide incentives for
such persons to exert maximum efforts for the success of the Company and its
Affiliates.

2.   DEFINITIONS.

         (a) "AFFILIATE" means any parent corporation or subsidiary corporation
of the Company, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code, and any other entity which
is controlled, directly or indirectly, by the Company.

         (b) "BOARD" means the Board of Directors of the Company.

         (c) "CODE" means the United States Internal Revenue Code of 1986, as
amended.

         (d) "COMMITTEE" means a committee of one or more members of the Board
appointed by the Board in accordance with subsection 3(c).

         (e) "COMMON STOCK" means the common stock of the Company.

         (f) "COMPANY" means eBay Inc., a Delaware corporation.

         (g) "CONSULTANT" means any person, whether a natural person or an
entity (subject to the provisions of subsection 5(e)), including an advisor, (i)
engaged by the Company or an Affiliate to render consulting or advisory services
and compensated for such services, or (ii) who is a member of the Board of
Directors or comparable governing body of an Affiliate. However, the term
"Consultant" shall not include either Directors who are not compensated by the
Company for their services as Directors or Directors who are merely paid a
director's fee by the Company for their services as Directors.

         (h) "CONTINUOUS SERVICE" means that the Optionholder's service with the
Company or an Affiliate, whether as an Employee, Director or Consultant, is not
interrupted or terminated. The Optionholder's



         Continuous Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Optionholder renders service to
the Company or an Affiliate as an Employee, Consultant or Director or a change
in the entity for which the Optionholder renders such service, provided that
there is no interruption or termination of the Optionholder's service with the
Company or an Affiliate. For example, a change in status from an Employee of the
Company to a Consultant of an Affiliate or a Director will not constitute an
interruption of Continuous Service. The Board or the chief executive officer of
the Company, in that party's sole discretion, may determine whether Continuous
Service shall be considered interrupted in the case of any leave of absence
approved by that party, including sick leave, military leave or any other
personal leave.

         (i) "COVERED EMPLOYEE" means the chief executive officer and the four
(4) other highest compensated officers of the Company for whom total
compensation is required to be reported to stockholders under the Exchange Act,
as determined for purposes of Section 162(m) of the Code.

         (j) "DIRECTOR" means a member of the Board of Directors of the Company.

         (k) "DISABILITY" means the inability of a natural person to continue to
perform services for the Company or any Affiliate of the type previously
performed prior to the occurrence of such Disability, whether as a result of
physical and/or mental illness or injury, as determined by a physician
acceptable to the Company, for a period that is expected to be of a duration of
no less than six (6) months.

         (l) "EMPLOYEE" means any person employed for tax purposes by the
Company or an Affiliate. Mere service as a Director or payment of a director's
fee by the Company or an Affiliate shall not be sufficient to constitute
"employment" by the Company or an Affiliate.

         (m) "EXCHANGE ACT" means the United States Securities Exchange Act of
1934, as amended.

         (n) "FAIR MARKET VALUE" means, as of any date, the value of the Common
Stock determined as follows:

                  (i)      If the Common Stock is listed on any established
stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap
Market, the Fair Market Value of a share of Common Stock shall be the closing
sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or market (or the exchange or market with the greatest
volume of trading in the Common Stock) on the last market trading day prior to
the day of determination, as reported in The Wall Street Journal or such other
source as the Board deems reliable.

                  (ii)     In the absence of such markets for the Common Stock,
the Fair Market Value shall be determined in good faith by the Board.

         (o) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

         (p) "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not a
current Employee or Officer of the Company or its parent or a subsidiary, does
not receive compensation (directly or indirectly) from the Company or its parent
or a subsidiary for services rendered as a consultant or in any capacity other
than as a Director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation S-K promulgated pursuant to the
Securities Act ("Regulation S-K")), does not possess an interest in any other
transaction as to which disclosure would be required under Item 404(a) of
Regulation S-K and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is
otherwise considered a "non-employee director" for purposes of Rule 16b-3.

         (q) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify
as an Incentive Stock Option.



         (r) "OFFICER" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

         (s) "OPTION" means an Incentive Stock Option or a Nonstatutory Stock
Option granted pursuant to Section 6 of the Plan.

         (t) "OPTION AGREEMENT" means a written agreement between the Company
and an Optionholder evidencing the terms and conditions of an individual Option
grant. Each Option Agreement shall be subject to the terms and conditions of the
Plan.

         (u) "OPTIONHOLDER" means a person to whom an Option is granted pursuant
to the Plan or, if applicable, such other person who holds an outstanding
Option.

         (v) "OUTSIDE DIRECTOR" means a Director who either (i) is not a current
employee of the Company or an "affiliated corporation" (within the meaning of
Treasury Regulations promulgated under Section 162(m) of the Code), is not a
former employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an "affiliated corporation"
at any time and is not currently receiving direct or indirect remuneration from
the Company or an "affiliated corporation" for services in any capacity other
than as a Director or (ii) is otherwise considered an "outside director" for
purposes of Section 162(m) of the Code.

         (w) "PLAN" means this eBay Inc. 2001 Equity Incentive Plan, as amended.

         (x) "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor to Rule 16b-3, as in effect from time to time.

         (y) "SECURITIES ACT" means the United States Securities Act of 1933, as
amended.

         (z) "TEN PERCENT STOCKHOLDER" means a person who owns (or is deemed to
own pursuant to Section 424(d) of the Code) stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of any of its Affiliates.

3.   ADMINISTRATION.

         (a) ADMINISTRATION BY BOARD. The Board shall administer the Plan unless
and until the Board delegates administration to a Committee, as provided in
subsection 3(c).

         (b) POWERS OF BOARD. The Board shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:

                  (i)      To determine from time to time which of the persons
eligible under the Plan shall be granted Options; when and how each Option shall
be granted; what type or combination of types of Option shall be granted; the
provisions of each Option granted (which need not be identical), including the
time or times when a person shall be permitted to receive Common Stock pursuant
to an Option; and the number of shares of Common Stock with respect to which an
Option shall be granted to each such person.

                  (ii)     To construe and interpret the Plan and Options
granted under it, and to establish, amend and revoke rules and regulations for
its administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Option Agreement, in a
manner and to the extent it shall deem necessary or expedient to make the Plan
fully effective.

                  (iii)    To amend the Plan or an Option as provided in Section
11.



                  (iv)     Generally, to exercise such powers and to perform
such acts as the Board deems necessary or expedient in its sole discretion to
promote the best interests of the Company and its stockholders that are not in
conflict with the provisions of the Plan.

         (c) DELEGATION TO COMMITTEE.

                  (i)      GENERAL. The Board may delegate administration of the
Plan to a Committee or Committees of one (1) or more members of the Board, and
the term "Committee" shall apply to any person or persons to whom such authority
has been delegated. If administration is delegated to a Committee, the Committee
shall have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board, including the power to delegate to a
subcommittee of one (1) or more members of the Board any of the administrative
powers the Committee is authorized to exercise (and references in this Plan to
the Board shall thereafter be to the Committee or subcommittee), subject,
however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board. The Board may abolish the
Committee at any time and revest in the Board the administration of the Plan.

                  (ii)     COMMITTEE COMPOSITION WHEN COMMON STOCK IS PUBLICLY
TRADED. At such time as the Common Stock is publicly traded, in the discretion
of the Board, a Committee may consist solely of two (2) or more Outside
Directors, in accordance with Section 162(m) of the Code, and/or solely of two
or more Non-Employee Directors, in accordance with Rule 16b-3. Within the scope
of such authority, the Board or the Committee may (1) delegate to a committee of
one or more members of the Board who are not Outside Directors the authority to
grant Options to eligible persons who are either (a) not then Covered Employees
and are not expected to be Covered Employees at the time of recognition of
income resulting from such Option or (b) not persons with respect to whom the
Company wishes to comply with Section 162(m) of the Code and/or (2) delegate to
a committee of one or more members of the Board who are not Non-Employee
Directors the authority to grant Options to eligible persons who are not then
subject to Section 16 of the Exchange Act.

         (d) EFFECT OF BOARD'S DECISION. All determinations, interpretations and
constructions made by the Board in good faith shall not be subject to review by
anyone and shall be final, binding and conclusive on all Optionholders and any
other person having an interest in such determination, interpretation or
construction.

4.   SHARES SUBJECT TO THE PLAN.

         (a) SHARE RESERVE. Subject to the provisions of Section 10 relating to
adjustments upon changes in Common Stock, the Common Stock that may be issued
pursuant to Options shall not exceed in the aggregate Thirty-Nine Million
(39,000,000) shares of Common Stock.

         (b) REVERSION OF SHARES TO THE SHARE RESERVE. If any Option shall for
any reason expire or otherwise terminate, in whole or in part, without having
been exercised in full, the shares of Common Stock not acquired under such
Option shall revert to and again become available for issuance under the Plan.
If an Optionholder exercises an Option by attesting to the ownership of shares
of Common Stock in accordance with the provisions of Section 6(c) below, only
the net number of additional shares issued to the Optionholder shall be deducted
from the share reserve.

         (c) SOURCE OF SHARES. The shares of Common Stock subject to the Plan
may be unissued shares or reacquired shares, bought on the market or otherwise.

5.   ELIGIBILITY.

         (a) ELIGIBILITY FOR SPECIFIC OPTIONS. Incentive Stock Options may be
granted only to Employees. Nonstatutory Stock Options may be granted to
Employees, Directors and Consultants.

         (b) NON-EMPLOYEE DIRECTORS. Notwithstanding the provisions of
subsection 5(a) hereof, a Director who is not an Employee only may be granted
nondiscretionary Options that the Stockholders have approved



         as to the following option provisions: Number of shares, date of
automatic grant, term, exercise price, consideration, vesting schedule, exercise
schedule, and the post-termination exercise periods.

         (c) TEN PERCENT STOCKHOLDERS. Notwithstanding the provisions of
subsection 5(a) hereof, a Ten Percent Stockholder shall not be granted an
Incentive Stock Option unless the exercise price of such Option is at least one
hundred ten percent (110%) of the Fair Market Value of the Common Stock at the
date of grant and the Option is not exercisable after the expiration of five (5)
years from the date of grant.

         (d) SECTION 162(m) LIMITATION. Notwithstanding the provisions of
subsection 5(a) hereof and subject to the provisions of Section 10 relating to
adjustments upon changes in the shares of Common Stock, no Employee shall be
eligible to be granted Options covering more than One Million (1,000,000) shares
of Common Stock during any calendar year.

         (e) CONSULTANTS. Notwithstanding the provisions of subsection 5(a)
hereof, a Consultant shall not be eligible for the grant of an Option if, at the
time of grant, a Form S-8 Registration Statement under the Securities Act ("Form
S-8") is not available to register either the offer or the sale of the Company's
securities to such Consultant because of the nature of the services that the
Consultant is providing to the Company, or because the Consultant is not a
natural person, or as otherwise provided by the rules governing the use of Form
S-8, unless the Company determines both (i) that such grant (A) shall be
registered in another manner under the Securities Act (e.g., on a Form S-3
Registration Statement) or (B) does not require registration under the
Securities Act in order to comply with the requirements of the Securities Act,
if applicable, and (ii) that such grant complies with the securities laws of all
other relevant jurisdictions.

6.   OPTION PROVISIONS.

         Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. All Options shall be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of
grant, and, if certificates are issued, a separate certificate or certificates
will be issued for shares of Common Stock purchased on exercise of each type of
Option. The provisions of separate Options need not be identical, but each
Option shall include (through incorporation of provisions hereof by reference in
the Option or otherwise) the substance of each of the following provisions:

         (a) TERM. Subject to the provisions of subsection 5(c) regarding Ten
Percent Stockholders, no Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.

         (b) EXERCISE PRICE.

                  (ii)     Subject to the provisions of subsection 5(c)
regarding Ten Percent Stockholders and subsections 6(b)(ii) and 6(b)(iii) below,
the exercise price of each Option shall be not less than one hundred percent
(100%) of the Fair Market Value of the Common Stock subject to the Option on the
date the Option is granted.

                  (ii)     A Nonstatutory Stock Option may be granted with an
exercise price not less than eighty-five percent (85%) of the Fair Market Value
of the Common Stock subject to the Option on the date the Option is granted if
such discount from Fair Market Value is expressly granted in lieu of a
reasonable amount of salary or a cash bonus.

                  (iii)    An Option may be granted with an exercise price lower
than that set forth in subsection 6(b)(i) above if such Option is granted
pursuant to an assumption or substitution for another option in a manner
satisfying the provisions of Section 424(a) of the Code.

         (c) CONSIDERATION.

                  (i)      The purchase price of Common Stock acquired pursuant
to an Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is



         exercised or (ii) at the discretion of the Board at the time of the
grant of the Option (or subsequently in the case of a Nonstatutory Stock Option)
(1) by delivery to the Company, or attestation to the Company of ownership, of
other Common Stock or (2) in any other form of legal consideration that may be
acceptable to the Board.

                  (ii)     Unless otherwise specifically provided, the purchase
price of Common Stock acquired pursuant to an Option that is paid by delivery to
the Company, or attestation to the Company of ownership, of other Common Stock
shall be paid only by shares of the Common Stock of the Company that have been
held for more than six (6) months (or such longer or shorter period of time
required to avoid a charge to earnings for financial accounting purposes).

         (d) TRANSFERABILITY OF AN INCENTIVE STOCK OPTION. An Incentive Stock
Option shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during the lifetime of the Optionholder
only by the Optionholder. Notwithstanding the foregoing, the Optionholder may,
by delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the
Optionholder, shall thereafter be entitled to exercise the Option.

         (e) TRANSFERABILITY OF A NONSTATUTORY STOCK OPTION. A Nonstatutory
Stock Option shall be transferable to the extent provided in the Option
Agreement. If the Nonstatutory Stock Option does not provide for
transferability, then the Nonstatutory Stock Option shall not be transferable
except by will or by the laws of descent and distribution and shall be
exercisable during the lifetime of the Optionholder only by the Optionholder.
Notwithstanding the foregoing, the Optionholder may, by delivering written
notice to the Company, in a form satisfactory to the Company, designate a third
party who, in the event of the death of the Optionholder, shall thereafter be
entitled to exercise the Option.

         (f) VESTING GENERALLY. The total number of shares of Common Stock
subject to an Option may, but need not, vest and therefore become exercisable in
periodic installments that may, but need not, be equal. The Option may be
subject to such other terms and conditions on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Board may
deem appropriate. The vesting provisions of individual Options may vary. The
provisions of this subsection 6(f) are subject to any Option provisions
governing the minimum number of shares of Common Stock as to which an Option may
be exercised.

         (g) TERMINATION OF CONTINUOUS SERVICE. In the event an Optionholder's
Continuous Service terminates (other than upon the Optionholder's death or
Disability), the Optionholder may exercise his or her Option (to the extent that
the Optionholder was entitled to exercise such Option as of the date of
termination) but only within such period of time ending on the earlier of (i)
the date three (3) months following the termination of the Optionholder's
Continuous Service (or such longer or shorter period specified in the Option
Agreement), or (ii) the expiration of the term of the Option as set forth in the
Option Agreement. If, after termination, the Optionholder does not exercise his
or her Option within the time specified in the Option Agreement, the Option
shall terminate.

         (h) EXTENSION OF TERMINATION DATE. An Optionholder's Option Agreement
may also provide that if the exercise of the Option following the termination of
the Optionholder's Continuous Service (other than upon the Optionholder's death
or Disability) would be prohibited at any time solely because the issuance of
shares of Common Stock would violate the registration requirements under the
Securities Act, then the Option shall terminate on the earlier of (i) the
expiration of the term of the Option or (ii) the expiration of a period of three
(3) months after the termination of the Optionholder's Continuous Service during
which the exercise of the Option would not be in violation of such registration
requirements.

         (i) DISABILITY OF OPTIONHOLDER. In the event that an Optionholder's
Continuous Service terminates as a result of the Optionholder's Disability, the
Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise such Option as of the date of termination), but only
within such period of time ending on the earlier of (i) the date twelve (12)
months following such termination (or such longer or shorter period specified in
the Option Agreement), or (ii) the expiration of the term of the Option as set
forth in the Option Agreement. If, after termination, the Optionholder does not
exercise his or her Option within the time specified herein, the Option shall
terminate.



         (j) DEATH OF OPTIONHOLDER. In the event (i) an Optionholder's
Continuous Service terminates as a result of the Optionholder's death or (ii)
the Optionholder dies within the period (if any) specified in the Option
Agreement after the termination of the Optionholder's Continuous Service for a
reason other than death, then the Option may be exercised (to the extent the
Optionholder was entitled to exercise such Option as of the date of death) by
the Optionholder's estate, by a person who acquired the right to exercise the
Option by bequest or inheritance or by a person designated to exercise the
option upon the Optionholder's death, but only within the period ending on the
earlier of (1) the date eighteen (18) months following the date of death (or
such longer or shorter period specified in the Option Agreement) or (2) the
expiration of the term of such Option as set forth in the Option Agreement. If,
after death, the Option is not exercised within the time specified herein, the
Option shall terminate.

7.   COVENANTS OF THE COMPANY.

         (a) AVAILABILITY OF SHARES. During the terms of the Options, the
Company shall keep available at all times the number of shares of Common Stock
required to satisfy such Options.

         (b) SECURITIES LAW COMPLIANCE. The Company shall seek to obtain from
each regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to grant Options and to issue and sell shares of
Common Stock upon exercise of the Options; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
the Plan, any Option or any Common Stock issued or issuable pursuant to any such
Option. If, after reasonable efforts, the Company is unable to obtain from any
such regulatory commission or agency the authority which counsel for the Company
deems necessary for the lawful issuance and sale of Common Stock under the Plan,
the Company shall be relieved from any liability for failure to issue and sell
Common Stock upon exercise of such Options unless and until such authority is
obtained.

8.   USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of Common Stock pursuant to Options shall
constitute general funds of the Company.

9.   MISCELLANEOUS.

         (a) STOCKHOLDER RIGHTS. No Optionholder shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
of Common Stock subject to such Option unless and until such Optionholder has
satisfied all requirements for exercise of the Option pursuant to its terms.

         (b) NO EMPLOYMENT OR OTHER SERVICE RIGHTS. Nothing in the Plan or any
instrument executed or Option granted pursuant thereto shall confer upon any
Optionholder any right to continue to serve the Company or an Affiliate in the
capacity in effect at the time the Option was granted or shall affect the right
of the Company or an Affiliate to terminate (i) the employment of an Employee
with or without notice and with or without cause, for any reason or no reason,
(ii) the service of a Consultant pursuant to the terms of such Consultant's
agreement with the Company or an Affiliate or (iii) the service of a Director
pursuant to the Bylaws of the Company or an Affiliate, and any applicable
provisions of the corporate law of the jurisdiction in which the Company or the
Affiliate is incorporated, as the case may be.

         (c) INCENTIVE STOCK OPTION $100,000 LIMITATION. To the extent that the
aggregate Fair Market Value (determined at the time of grant) of Common Stock
with respect to which Incentive Stock Options are exercisable for the first time
by any Optionholder during any calendar year (under all plans of the Company and
its Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or
portions thereof which exceed such limit (according to the order in which they
were granted) shall be treated as Nonstatutory Stock Options.

         (d) INVESTMENT ASSURANCES. The Company may require an Optionholder, as
a condition of exercising an Option or acquiring Common Stock under any Option,
(i) to give written assurances satisfactory to the Company as to the
Optionholder's knowledge and experience in financial and business matters and/or
to employ a purchaser



representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters and that he or she is capable of
evaluating, alone or together with the purchaser representative, the merits and
risks of exercising the Option; (ii) to give written assurances satisfactory to
the Company stating that the Optionholder is acquiring Common Stock subject to
the Option for the Optionholder's own account and not with any present intention
of selling or otherwise distributing the Common Stock; and/or (iii) to give such
other written assurances as the Company shall determine are necessary, desirable
or appropriate to comply with applicable securities regulation and other
governing law. The Company may, upon advice of counsel to the Company, place
legends on stock certificates issued under the Plan as such counsel deems
necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the Common
Stock.

         (e) WITHHOLDING OBLIGATIONS. To the extent provided by the terms of an
Option Agreement, the Optionholder may satisfy any tax withholding obligation
arising under the laws or regulations of any country, state or local
jurisdiction relating to the exercise or acquisition of Common Stock under an
Option by any of the following means (in addition to the Company's right to
withhold from any compensation paid to the Optionholder by the Company) or by a
combination of such means: (i) tendering a cash payment; (ii) authorizing the
Company to withhold shares of Common Stock from the shares of Common Stock
otherwise issuable to the Optionholder as a result of the exercise or
acquisition of Common Stock under the Option; provided, however, that no shares
of Common Stock are withheld with a value exceeding the minimum amount of tax
required to be withheld by law (or such lesser amount as may be required to
avoid variable award accounting); or (iii) delivering to the Company owned and
unencumbered shares of Common Stock.

10.  ADJUSTMENTS UPON CHANGES IN STOCK.

         (a) CAPITALIZATION ADJUSTMENTS. If any change is made in the Common
Stock subject to the Plan, or subject to any Option, without the receipt of
consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), the Plan will be appropriately
adjusted in the class(es) and maximum number of securities subject to the Plan
pursuant to subsection 4(a) and the maximum number of securities subject to
award to any person pursuant to subsection 5(d), and the outstanding Options
will be appropriately adjusted in the class(es) and number of securities and
price per share of Common Stock subject to such outstanding Options. The Board
shall make such adjustments, and its determination shall be final, binding and
conclusive. (The conversion of any convertible securities of the Company shall
not be treated as a transaction "without receipt of consideration" by the
Company.)

         (b) DISSOLUTION OR LIQUIDATION. In the event of a dissolution or
liquidation of the Company, then all outstanding Options shall terminate
immediately prior to such event.

         (c) CORPORATE TRANSACTION. In the event of (i) a sale, lease or other
disposition of all or substantially all of the assets of the Company, (ii) a
merger or consolidation in which the Company is not the surviving corporation,
or (iii) a reverse merger in which the Company is the surviving corporation but
the shares of Common Stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, then any surviving corporation or acquiring
corporation shall assume or continue any Options outstanding under the Plan or
shall substitute similar stock awards (including an award to acquire the same
consideration paid to the stockholders in the transaction described in this
subsection 10(c)) for those outstanding under the Plan. In the event any
surviving corporation or acquiring corporation refuses to assume or continue
such Options or to substitute similar stock awards for those outstanding under
the Plan, then with respect to Options held by Optionholders whose Continuous
Service has not terminated, the vesting of such Options (and, if applicable, the
time during which such Options may be exercised) shall be accelerated in full,
and the Options shall terminate if not exercised (if applicable) at or prior to
such event. With respect to any other Options outstanding under the Plan, such
Options shall terminate if not exercised (if applicable) at or prior to such
event.



11.  AMENDMENT OF THE PLAN AND OPTIONS.

         (a) AMENDMENT OF PLAN. The Board at any time, and from time to time,
may amend the Plan. However, except as provided in Section 10 relating to
adjustments upon changes in Common Stock, no amendment shall be effective unless
approved by the stockholders of the Company to the extent stockholder approval
is necessary under applicable laws or regulations or to the extent that such
amendment constitutes a material amendment of the Plan.

         (b) STOCKHOLDER APPROVAL. The Board may, in its sole discretion, submit
any other amendment to the Plan for stockholder approval, including, but not
limited to, amendments to the Plan intended to satisfy the requirements of
Section 162(m) of the Code and the regulations thereunder regarding the
exclusion of performance-based compensation from the limit on corporate
deductibility of compensation paid to certain executive officers.
Notwithstanding any other provision of the Plan to the contrary, the Board shall
not, without prior stockholder approval, (A) reduce the exercise price of any
outstanding Option under the Plan, (B) cancel any outstanding Option under the
Plan and grant in substitution therefor, on either an immediate or delayed
basis, a new Option under the Plan covering the same or a different number of
shares of Common Stock or cash, or (C) take any other action with respect to any
outstanding Option under the Plan that is treated as a repricing of such Option
pursuant to generally accepted accounting principles.

         (c) CONTEMPLATED AMENDMENTS. It is expressly contemplated that the
Board may amend the Plan in any respect the Board deems necessary or advisable
to provide eligible Employees with the maximum benefits provided or to be
provided under the provisions of the Code and the regulations promulgated
thereunder relating to Incentive Stock Options and/or to bring the Plan and/or
Incentive Stock Options granted under it into compliance therewith.

         (d) NO IMPAIRMENT OF RIGHTS. Rights under any Option granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
(i) the Company requests the consent of the Optionholder and (ii) the
Optionholder consents in writing.

         (e) AMENDMENT OF OPTIONS. The Board at any time, and from time to time,
may amend the terms of any one or more Options; provided, however, that the
rights under any Option shall not be impaired by any such amendment unless (i)
the Company requests the consent of the Optionholder and (ii) the Optionholder
consents in writing.

12.  TERMINATION OR SUSPENSION OF THE PLAN.

         (a) PLAN TERM. The Board may suspend or terminate the Plan at any time.
Unless sooner terminated, the Plan shall terminate on the day before the tenth
(10th) anniversary of the date the Plan is adopted by the Board or approved by
the stockholders of the Company, whichever is earlier. No Options may be granted
under the Plan while the Plan is suspended or after it is terminated.

         (b) NO IMPAIRMENT OF RIGHTS. Suspension or termination of the Plan
shall not impair rights and obligations under any Option granted while the Plan
is in effect except with the written consent of the Optionholder.

13.  EFFECTIVE DATE OF PLAN.

         The Plan shall become effective as determined by the Board, but no
Option shall be exercised unless and until the Plan has been approved by the
stockholders of the Company, which approval shall be within twelve (12) months
before or after the date the Plan is adopted by the Board.

14.  CHOICE OF LAW.

         The law of the State of Delaware shall govern all questions concerning
the construction, validity and interpretation of this Plan, without regard to
such state's conflict of laws rules.

EX-4.2

                                                                     EXHIBIT 4.2

                                    eBAY INC.

                          2003 DEFERRED STOCK UNIT PLAN

                  INITIAL STOCKHOLDER APPROVAL ON JUNE 26, 2003

                                    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.

1.2  DEFINITIONS OF CERTAIN TERMS

         "eBAY" means eBay Inc. or a successor entity contemplated by Section
         3.5.

         "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.

         "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.

         "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 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 earlier 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 may also be made to such officers and
employees (including prospective employees) of the Company as the Committee may
select.

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 1,000,000 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 Stock subject to such Award (or portion thereof)
shall again be available for issuance under the Plan.

              1.6.2 ADJUSTMENTS. The Committee shall have the authority (but
shall not be required) to adjust the number of shares of Common Stock authorized
pursuant to Section 1.6.1 and to adjust equitably (including, without
limitation, by payment of cash) the terms of any outstanding Awards (including,
without limitation, the number of shares of Common Stock covered by each
outstanding Award, the type of property to which the Award is subject and the
exercise or strike price of any Award), in such manner as it deems appropriate
to preserve the benefits or potential benefits intended to be made available to
grantees of Awards, for any increase or decrease in the number of issued shares
of Common Stock resulting from a stock split, reverse stock split, stock
dividend, spinoff, splitup, combination or reclassification of the Common Stock,
or any other event the Committee determines in its sole discretion affects the
capitalization of eBay, including any extraordinary dividend or distribution.
After any adjustment made pursuant to this Section 1.6.2, the number of shares
of Common Stock subject to each outstanding Award shall be rounded down to the
nearest whole number.

                                   ARTICLE II

                              AWARDS UNDER THE PLAN

2.1  AGREEMENTS EVIDENCING AWARDS

              Each Award granted under the Plan shall be evidenced by a written
document which shall contain such provisions and conditions as the Committee
deems appropriate. The Committee may grant Awards in tandem with or in
substitution for any other Award or Awards granted under this Plan or any award
granted under any other plan of the Company. By accepting an Award pursuant to
the Plan, a grantee agrees that the Award shall be subject to all of the terms
and provisions of the Plan and the applicable Award Agreement.

2.2  NO RIGHTS AS A STOCKHOLDER

              No grantee of an Award shall have any of the rights of a
stockholder of eBay with respect to shares of Common Stock subject to such Award
until the delivery of such shares. Except as otherwise provided in Section
1.6.2, no adjustments shall be made for dividends, distributions or other rights
(whether ordinary or extraordinary, and whether in cash, Common Stock, other
securities or other property) for which the record date is prior to the date
such shares are delivered.

2.3  GRANT OF DEFERRED STOCK UNITS

              2.3.1 Each New Director shall receive a one-time grant of deferred
stock units equal to the result of dividing (i) $150,000 by (ii) the Fair Market
Value on the date of grant, rounded down to the nearest whole share. A grantee
of a deferred stock unit will have only the rights of a general unsecured
creditor of eBay until delivery of shares of Common Stock, cash or other
securities or property is made as specified in the applicable Award Agreement.
As soon as practicable following the delivery date specified in the Award
Agreement, the grantee of each deferred stock unit not previously forfeited or
terminated shall receive one share of Common Stock, or cash, securities or other
property equal in value to the Fair Market Value of a share of Common Stock on
the delivery date specified in the Award Agreement or a combination thereof, as
specified by the Committee.

              2.3.2 The Committee may grant deferred stock units in such amounts
and subject to such terms and conditions as the Committee shall determine to
such other persons eligible to be selected for an Award pursuant to Section
1.4.2.

2.4  GRANT OF DIVIDEND EQUIVALENT RIGHTS

              The Committee may include in the Award Agreement with respect to
any Award a dividend equivalent



right entitling the grantee to receive amounts equal to all or any portion of
the dividends that would be paid on the shares of Common Stock covered by such
Award if such shares had been delivered pursuant to such Award. The grantee of a
dividend equivalent right will have only the rights of a general unsecured
creditor of eBay until payment of such amounts is made as specified in the
applicable Award Agreement. In the event such a provision is included in an
Award Agreement, the Committee shall determine whether such payments shall be
made in cash, in shares of Common Stock or in another form, whether they shall
be conditioned upon the exercise of the Award to which they relate, the time or
times at which they shall be made, and such other terms and conditions as the
Committee shall deem appropriate.

                                   ARTICLE III

                                  MISCELLANEOUS

3.1  AMENDMENT OF THE PLAN

              The Committee may from time to time suspend, discontinue, revise
or amend the Plan in any respect whatsoever; provided, however, that such action
shall not materially adversely affect the rights and obligations of a grantee
under an Award previously granted.

3.2  TAX WITHHOLDING

              As a condition to the delivery of any shares of Common Stock
pursuant to any Award or the lifting or lapse of restrictions on any Award, or
in connection with any other event that gives rise to a federal or other
governmental tax withholding obligation on the part of the Company relating to
an Award (including, without limitation, FICA tax), (a) the Company may deduct
or withhold (or cause to be deducted or withheld) from any payment or
distribution to a grantee whether or not pursuant to the Plan; (b) the Committee
shall be entitled to require that the grantee remit cash to the Company (through
payroll deduction or otherwise), in each case in an amount sufficient in the
opinion of the Company to satisfy such withholding obligation; or (c) if the
event giving rise to the withholding obligation involves a transfer of shares of
Common Stock, then at the discretion of the Committee, the grantee may satisfy
the withholding obligation by electing to have the Company withhold shares of
Common Stock (not in excess of the statutory minimum rate) or by tendering
previously owned shares of Common Stock, in each case having a Fair Market Value
equal to the amount of tax to be withheld (or by any other mechanism as may be
required or appropriate to conform with local tax and other rules). For this
purpose, Fair Market Value shall be determined as of the date on which the
amount of tax to be withheld is determined (and the Company may cause any
fractional share amount to be settled in cash).

3.3  REQUIRED CONSENTS AND LEGENDS

              3.3.1 If the Committee shall at any time determine that any
consent (as hereinafter defined) is necessary or desirable as a condition of, or
in connection with, the granting of any Award, the delivery of shares of Common
Stock or the delivery of any cash, securities or other property under the Plan,
or the taking of any other action thereunder (each such action being hereinafter
referred to as a "plan action"), then such plan action shall not be taken, in
whole or in part, unless and until such consent shall have been effected or
obtained to the full satisfaction of the Committee. The Committee may direct
that any certificate evidencing shares delivered pursuant to the Plan shall bear
a legend setting forth such restrictions on transferability as the Committee may
determine to be necessary or desirable, and may advise the transfer agent to
place a stop transfer order against any legended shares.

              3.3.2 By accepting an Award, each grantee expressly provides
consent to the items described in Section 3.3.3 below.

              3.3.3 The term "consent" as used in this Section 3.3.3 with
respect to any plan action includes 3.3 any and all listings, registrations or
qualifications in respect thereof upon any securities exchange or under any
federal,



state, or local law, or law, rule or regulation of a jurisdiction outside the
United States, 3.4 any and all written agreements and representations by the
grantee with respect to the disposition of the shares, or with respect to any
other matter, which the Committee may deem necessary or desirable to comply with
the terms of any such listing, registration or qualification or to obtain an
exemption from the requirement that any such listing, qualification or
registration be made, 3.5 any and all other consents, clearances and approvals
in respect of a plan action by any governmental or other regulatory body or any
stock exchange or self-regulatory agency and 3.6 any and all consents required
by the Committee. Nothing herein shall require eBay to list, register or qualify
shares of Common Stock on any securities exchange.

3.4  NONASSIGNABILITY; NO HEDGING

              Except to the extent otherwise expressly provided in the
applicable Award Agreement or determined by the Committee, no Award (or any
rights and obligations thereunder) granted to any person under the Plan may be
sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise
disposed of or hedged, in any manner (including through the use of any
cash-settled instrument), whether voluntarily or involuntarily and whether by
operation of law or otherwise, other than by will or by the laws of descent and
distribution. Any sale, exchange, transfer, assignment, pledge, hypothecation,
or other disposition in violation of the provisions of this Section 3.4 shall be
null and void and any Award which is hedged in any manner shall immediately be
forfeited. All of the terms and conditions of this Plan and the Award Agreements
shall be binding upon any permitted successors and assigns.

3.5  SUCCESSOR ENTITY

              Unless otherwise provided in the applicable Award Agreement and
except as otherwise determined by the Committee, in the event of a merger,
consolidation, mandatory share exchange or other similar business combination of
eBay with or into any other entity ("successor entity") or any transaction in
which another person or entity acquires all of the issued and outstanding Common
Stock of eBay, or all or substantially all of the assets of eBay, outstanding
Awards may be assumed or a substantially equivalent award may be substituted by
such successor entity or a parent or subsidiary of such successor entity.

3.6  RIGHT OF DISCHARGE RESERVED

              Nothing in the Plan or in any Award Agreement shall confer upon
any grantee the right to continued service as a member of the Board or affect
any right which the Company or Board may have to terminate such service.

3.7  NATURE OF PAYMENTS

              3.7.1 Any and all grants of Awards and deliveries of Common Stock,
cash, securities or other property under the Plan shall be in consideration of
services performed or to be performed for the Company by the grantee. Awards
under the Plan may, in the discretion of the Committee, be made in substitution
in whole or in part for cash or other compensation otherwise payable to a
participant in the Plan. Only whole shares of Common Stock shall be delivered
under the Plan. Awards shall, to the extent reasonably practicable, be
aggregated in order to eliminate any fractional shares. Fractional shares shall
be rounded down to the nearest whole share and any such fractional shares shall
be forfeited.

              3.7.2 All such grants and deliveries shall constitute a special
discretionary incentive payment to the grantee and shall not be required to be
taken into account in computing the amount of salary or compensation of the
grantee for the purpose of determining any contributions to or any benefits
under any pension, retirement, profit-sharing, bonus, life insurance, severance
or other benefit plan of the Company or under any agreement with the grantee,
unless the Company specifically provides otherwise.

3.8  OTHER PAYMENTS OR AWARDS

              Nothing contained in the Plan shall be deemed in any way to limit
or restrict the Company from



making any award or payment to any person under any other plan, arrangement or
understanding, whether now existing or hereafter in effect.

3.9  PLAN HEADINGS

              The headings in this Plan are for the purpose of convenience only
and are not intended to define or limit the construction of the provisions
hereof.

3.10 TERMINATION OF PLAN

              The Committee reserves the right to terminate the Plan at any
time; provided, however, that in any case, the Plan shall terminate on March 17,
2013, and provided further, that all Awards made under the Plan prior to its
termination shall remain in effect until such Awards have been satisfied or
terminated in accordance with the terms and provisions of the Plan and the
applicable Award Agreements.

3.11 GOVERNING LAW

              THIS PLAN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF
LAWS.

3.12 SEVERABILITY; ENTIRE AGREEMENT

              If any of the provisions of this Plan or any Award Agreement is
finally held to be invalid, illegal or unenforceable (whether in whole or in
part), such provision shall be deemed modified to the extent, but only to the
extent, of such invalidity, illegality or unenforceability and the remaining
provisions shall not be affected thereby; provided, that if any of such
provisions is finally held to be invalid, illegal, or unenforceable because it
exceeds the maximum scope determined to be acceptable to permit such provision
to be enforceable, such provision shall be deemed to be modified to the minimum
extent necessary to modify such scope in order to make such provision
enforceable hereunder. The Plan and any Award Agreements contain the entire
agreement of the parties with respect to the subject matter thereof and
supersede all prior agreements, promises, covenants, arrangements,
communications, representations and warranties between them, whether written or
oral with respect to the subject matter thereof.

3.13 NO THIRD PARTY BENEFICIARIES

              Except as expressly provided therein, neither the Plan nor any
Award Agreement shall confer on any person other than the Company and the
grantee of any Award any rights or remedies thereunder.

3.14 SUCCESSORS AND ASSIGNS OF EBAY

              The terms of this Plan shall be binding upon and inure to the
benefit of eBay and any successor entity contemplated by Section 3.5.

3.15 DATE OF ADOPTION

            The Plan was adopted on March 18, 2003 by the Committee.



                                    eBAY INC.

                          2003 DEFERRED STOCK UNIT PLAN
                          NEW DIRECTOR AWARD AGREEMENT

                  This award agreement (this "AWARD AGREEMENT") sets forth the
terms and conditions of an award (this "AWARD") of deferred stock units ("DSUS")
granted to you under the eBay Inc. 2003 Deferred Stock Unit Plan (the "PLAN").

                  1.       The Plan. This Award is made pursuant to the Plan,
the terms of which are incorporated in this Award Agreement. Capitalized terms
used in this Award Agreement that are not defined in this Award Agreement have
the meanings as used or defined in the Plan.

                  2.       Award. The number of DSUs subject to this Award is
set forth at the end of this Award Agreement. Each DSU constitutes an unfunded
and unsecured promise of eBay to deliver (or cause to be delivered) to you,
subject to the terms of this Award Agreement, one share of Common Stock (the
"SHARE" or the "SHARES" as the context requires) (or, in the sole discretion of
the Committee, cash, securities or other property equal to the Fair Market Value
thereof) as soon as practicable but in no case more than 10 days following the
Delivery Date as provided herein. You shall also be entitled to receive an
amount in cash equal to the sum of any declared dividends on the Shares which
the record date therefor occurred after the date of grant and prior to delivery
(the "DIVIDEND EQUIVALENT RIGHTS"). Until such delivery, you have only the
rights of a general unsecured creditor, and no rights as a stockholder, of eBay.
THIS AWARD IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND
THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ARBITRATION AND CHOICE
OF FORUM PROVISIONS SET FORTH IN PARAGRAPH 0.

                  3.       Vesting. Except as provided in this Paragraph 0 and
in Paragraph 0, you shall become vested in 25% of this grant of DSUs on the
first anniversary of the Date of Grant specified at the end of this Award
Agreement and in 2.0833% of this grant of DSUs each month thereafter. Except as
provided in Paragraph 0, if your service terminates for any reason prior to full
vesting, including due to failure to be nominated or re-elected as a member of
the Board, your rights in respect of all of your unvested DSUs shall terminate,
and no Shares (or cash) shall be delivered in respect of such unvested DSUs.

                  4.      DSU Account. A bookkeeping account will be established
for you which shall be credited with all DSUs and any dividend equivalent rights
that have been granted to you.





                  5.       Delivery of Shares/DSU Payments.

                           (a)      Except as provided in this Paragraph 0 and
in Paragraphs 0, 0 and 0, the Shares underlying the vested DSUs and any dividend
equivalent rights corresponding to those vested DSUs shall be delivered as soon
as practicable but in no case more than 10 days following the Delivery Date
specified at the end of this Award Agreement. The Company may, at its option,
deliver cash, securities or other property in lieu of all or any portion of the
Shares otherwise deliverable. Such payment shall be equal in value to the
product of the number of Shares to be delivered on the Delivery Date and the
Fair Market Value of one Share of Common Stock on the Delivery Date. You shall
be deemed the beneficial owner of the Shares at the close of business on the
Delivery Date and shall be entitled to any dividend or distribution that has not
already been made with respect to such Shares if the record date for such
dividend or distribution is after the close of business on the Delivery Date.
Notwithstanding the foregoing, if the Delivery Date occurs at a time when you
are considered by eBay to be one of its "covered employees" within the meaning
of Section 162(m) of the Code, then, unless the Committee determines otherwise,
delivery of the Shares (or cash) automatically shall be deferred until after you
have ceased to be such a covered employee. Such deferral shall not affect the
number of shares or the amount of cash to be delivered.

                           (b)      Notwithstanding the foregoing, all DSUs and
any dividend equivalent rights shall vest and shall become payable immediately
upon a Change in Control. "CHANGE IN CONTROL" means (a) a dissolution or
liquidation of eBay, (b) a merger or consolidation in which eBay is not the
surviving corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of eBay in a different jurisdiction, or other
transaction in which there is no substantial change in the stockholders of eBay
or their relative stock holdings and the Awards granted under this Plan are
assumed, converted or replaced by the successor corporation, which assumption,
conversion or replacement will be binding on all grantees), (c) merger in which
eBay is the surviving corporation but after which the stockholders of eBay
(other than any stockholder which merges (or which owns or controls another
corporation which merges) with eBay in such merger) cease to own their shares or
other equity interests in eBay, (d) the sale of substantially all of the assets
of eBay, or (e) the acquisition, sale or transfer of more than 50% of the
outstanding shares of eBay by tender offer or similar transaction.

                           (c)      "DELIVERY DATE" means the date of your
termination of service with the Board.

                  6.       Disability and Death.

                           (a)      Notwithstanding any other provision of this
Award Agreement, if your service with the Company is terminated by reason of
disability (as determined in the sole discretion of the Committee, whether
temporary or permanent, partial or total), the condition set forth in Paragraph
0 shall be waived with respect to your then outstanding unvested DSUs (as a
result of which any such then unvested outstanding DSUs shall vest). Shares (or,
in the sole discretion of the Committee, cash, securities or other property in
lieu of all or any part thereof) corresponding to your outstanding DSUs and any
dividend equivalent rights shall be delivered to you as soon as practicable.

                           (b)      In the event of your death, the condition
set forth in Paragraph 0 shall be waived with respect to your then outstanding
unvested DSUs (as a result of which any such then unvested outstanding DSUs
shall vest). Shares (or, in the sole discretion of the Committee, cash,
securities or other property in lieu of all or any part thereof) corresponding
to your outstanding DSUs and any dividend equivalent rights shall be delivered
to the representative of your estate as soon as practicable after the date of
death and after such documentation as may be requested by the Committee is
provided to the Committee.

                  7.       Non-transferability. Except as otherwise may be
provided by the Committee, the limitations set forth in Section 3.4 of the Plan
shall apply. Any assignment in violation of the provisions of this Paragraph 0
shall be null and void.



                  8.       Withholding, Consents and Legends.

                           (a)      The delivery of Shares is conditioned on
your satisfaction of any applicable withholding taxes (in accordance with
Section 3.2 of the Plan).

                           (b)      Your rights in respect to your DSUs are
conditioned on the receipts to the full satisfaction of the Committee of any
required consents (as defined in Section 3.3 of the Plan) that the Committee may
determine to be necessary or advisable (including, without limitation, your
consenting to deductions from your wages, or another arrangement satisfactory to
the Committee, to reimburse the Company for advances made on your behalf to
satisfy any withholding and other tax obligations in connection with this
Award).

                           (c)      eBay may affix to certificates representing
Shares issued pursuant to this Award Agreement any legend that the Committee
determines to be necessary or advisable (including to reflect any restrictions
to which you may be subject under a separate agreement with eBay). eBay may
advise the transfer agent to place a stop transfer order against any legended
Shares.

                  9.       Right of Offset. The Company shall have the right to
offset against the obligation to deliver Shares under this Award Agreement any
outstanding amounts (including, without limitation, travel and entertainment or
advance account balances, loans, or amounts repayable to the Company pursuant to
other director programs) you then owe to the Company and any amounts the
Committee otherwise deems appropriate.

                  10.      No Rights to Continued Service. Nothing in this Award
Agreement or the Plan shall be construed as giving you any right to continued
service with the Company or affect any right that the Company may have to
terminate your service with the Company or alter the terms and conditions of
your employment. 11. Successors and Assigns of eBay. The terms and conditions of
this Award Agreement shall be binding upon, and shall inure to the benefit of,
eBay and its successor entities (as defined in Section 3.6 of the Plan).

                  12.      Committee Discretion. The Committee shall have full
discretion with respect to any actions to be taken or determinations to be made
in connection with this Award Agreement, and its determinations shall be final,
binding and conclusive.

                  13.      Amendment. The Committee reserves the right at any
time to amend the terms and conditions set forth in this Award Agreement, and
the Board may amend the Plan in any respect; provided, that, notwithstanding the
foregoing and Sections 1.3.1(i), 1.3.1(ii) and 3.1 of the Plan, no such
amendment shall materially adversely affect your rights and obligations under
this Award Agreement without your consent, except that the Committee reserves
the right to accelerate the delivery of the Shares and in its discretion provide
that such Shares may not be transferable until the Delivery Date on which such
Shares otherwise would have been delivered (and that in respect of such Shares
you will remain obligated to return the Shares and any dividend equivalents to
the Company in the circumstances under which the Shares would not have been
delivered pursuant to Paragraph 0 or Paragraph 5). Any amendment of this Award
Agreement shall be in writing signed by an authorized member of the Committee or
a person or persons designated by the Committee.

                  14.      Adjustment. The provisions of Section 1.6.2 of the
Plan shall apply in the event the Committee desires to make such equitable
adjustments, designed to protect dilution or enlargement of rights, as it may
deem appropriate, in the number and kind of Shares covered by the DSUs subject
to this Award Agreement.

                  15.      Arbitration; Choice of Forum.

                           (a)      Any dispute, controversy or claim between
the Company and you, arising out of or relating to or concerning the Plan or
this Award Agreement, shall be finally settled by arbitration in San Jose,
California before, and in accordance with the rules then in effect of, the
American Arbitration Association (the "AAA") in accordance with the commercial
arbitration rules of the AAA. Prior to arbitration, all claims maintained



by you must first be submitted to the Committee in accordance with claims
procedures determined by the Committee. This Paragraph is subject to the
provisions of Paragraphs 00 and 0 below.

                           (b)      THE COMPANY AND YOU HEREBY IRREVOCABLY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN
THE CITY OF SAN JOSE, CALIFORNIA OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AWARD AGREEMENT THAT IS NOT
OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO PARAGRAPH 15(a) OF THIS AWARD
AGREEMENT. This includes any suit, action or proceeding to compel arbitration or
to enforce an arbitration award. The Company and you acknowledge that the forum
designated by this Paragraph 00 has a reasonable relation to the Plan, this
Award Agreement, and to your relationship with the Company. Notwithstanding the
foregoing, nothing herein shall preclude the Company from bringing any action or
proceeding in any other court for the purpose of enforcing the provisions of
this Paragraph 15.

                           (c)      The agreement by you and the Company as to
forum is independent of the law that may be applied in the action, and you and
the Company agree to such forum even if the forum may under applicable law
choose to apply non-forum law. You and the Company hereby waive, to the fullest
extent permitted by applicable law, any objection which you or the Company now
or hereafter may have to personal jurisdiction or to the laying of venue of any
such suit, action or proceeding in any court referred to in Paragraph 00. You
and the Company undertake not to commence any action, suit or proceeding arising
out of or relating to or concerning this Award Agreement in any forum other than
a forum described in this Paragraph 0. You and (subject to the last sentence of
Paragraph 00) the Company agree that, to the fullest extent permitted by
applicable law, a final and non-appealable judgment in any such suit, action or
proceeding in any such court shall be conclusive and binding upon you and the
Company.

                           (d)      You irrevocably appoint the Secretary of
eBay as your agent for service of process in connection with any action, suit or
proceeding arising out of or relating to or concerning this Award Agreement
which is not arbitrated pursuant to the provisions of Paragraph 00, who shall
promptly advise you of any such service of process.

                           (e)      You hereby agree to keep confidential the
existence of, and any information concerning, a dispute described in this
Paragraph 15, except that you may disclose information concerning such dispute
to the arbitrator or court that is considering such dispute or to your legal
counsel (provided that such counsel agrees not to disclose any such information
other than as necessary to the prosecution or defense of the dispute).

                  16.      Governing Law. THIS AWARD SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.

                  17.      Headings. The headings in this Award Agreement are
for the purpose of convenience only and are not intended to define or limit the
construction of the provisions hereof.



                  IN WITNESS WHEREOF, eBAY INC. has caused this Award Agreement
to be duly executed and delivered as of the Date of Grant.

                                            eBay Inc.

                                            By _________________________________
                                                 Name:
                                                 Title:

Recipient:      ________________________________________________________________

Number of DSUs: ________________________________________________________________

Date of Grant:  ________________________________________________________________

Delivery Date:    Termination of service as a Director of the Company for any
                  reason.

I have read the Plan and this Award Agreement and I agree to these terms.

__________________________________________
Participant Signature

EX-5.1

                                                                     EXHIBIT 5.1

                            [LETTERHEAD APPEARS HERE]

August 6, 2003

eBay Inc.
2145 Hamilton Avenue
San Jose, California 95125

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection
with the filing by eBay Inc. (the "Company") of a Registration Statement on Form
S-8 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission") covering the offering of up to 15,000,000 shares of the
Company's Common Stock, $0.001 par value (the "Shares") pursuant to its 2001
Equity Incentive Plan, as amended, and its 2003 Deferred Stock Unit Plan (the
"Plans").

In connection with this opinion, we have examined the Registration Statement and
the Company's Certificate of Incorporation and Bylaws, each as amended, and such
other documents, records, certificates, memoranda and other instruments as we
deem necessary as a basis for this opinion. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans, the
Registration Statement and related prospectuses, will be validly issued, fully
paid and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

COOLEY GODWARD LLP

By: /s/ Kenneth L. Guernsey
    ----------------------------------------
        Kenneth L. Guernsey

EX-23.1

                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 17, 2003, except for Note 17,
which is as of March 28, 2003 relating to the financial statements, and
financial statement schedule of eBay Inc., which appears in eBay Inc.'s Annual
Report on Form 10-K for the year ended December 31, 2002.

PRICEWATERHOUSECOOPERS LLP

August 6, 2003
San Jose, California