Exhibit 99.2
E-mail from John Donahoe
Proposed Stock Option Exchange Program
To All Employees,
We have been exploring ways to address employee stock option grants that
are deeply “underwater,” meaning the exercise price is significantly higher
than our current share price. Today, I’m pleased to announce that we are
asking stockholders to approve a one-time, voluntary exchange program that
would allow you to exchange, at set ratios, certain underwater options for
restricted stock units, or RSUs.
Option exchanges are governed by SEC and NASDAQ regulations. Details of
the proposed exchange program are outlined in our preliminary proxy
statement, which can be found at [link]. Stockholders will vote on amending
our equity incentive plans to permit the exchange program at our annual
stockholders’ meeting on April 29. Following receipt of the required
stockholder approval, we will have up to a year to execute the program. We
do not yet know when we would begin the exchange.
Until stockholders approve the amendments necessary to permit the program
and we set a date and begin the exchange, there’s nothing you need to do.
However, you can click here [link] to find some basic information you may
want to know. I’ll update you again following our annual stockholders’
meeting on April 29.
Sincerely,
John
The option exchange described in this letter has not yet commenced. eBay
will file a Tender Offer Statement on Schedule TO with the Securities and
Exchange Commission, or SEC, upon the commencement of the option exchange.
Persons who are eligible to participate in the option exchange should read
the Tender Offer Statement on Schedule TO and other related materials when
those materials become available, because they will contain important
information about the option exchange.