Exhibit (a)(1)(viii)
Options-for-RSUs
08/07/2009
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eBay is offering a one-time voluntary opportunity for certain eligible employees to exchange eligible “underwater” stock options.
You will only be able to log in if you are eligible to participate in the Stock Option Exchange Program.
First time users, please enter your eBay Employee User Name and date of birth (yyyymmdd). You will be asked to reset your pin.
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eBay Inc. has retained D.F. King & Co., Inc. (“D.F. King”) to provide support services for the Stock Option Exchange Program. D.F. King will host a website for eligible employees to learn about the terms and conditions of the Stock Option Exchange Program by reviewing the tender offer documents including querstions and answers, and elect whether to exchange eligible stock options. D.F. King also will provide call center support to answer questions about The Stock Option Exchange Program and the necessary procedures to elect to exchange eligible stock options.
Time Remaining to Make, Change or Withdraw an Election:
36 days
Make, change, or withdraw your election before
9 pm PDT
Sept. 11, 2009
@ 2009 D.F. King & Co., Inc.
08/07/2009
Options-for-RSUs
Offering Page
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Offering
eBay is offering a one-time voluntary opportunity for certain eligible employees to exchange eligible “underwater” stock options for RSUs.
Here are the steps you need to take:
LEARN about the program
Here are materials that provide detailed information about the Stock Option Exchange Program. Review all of the materials to better understand what eBay is offering and what you must do if you want to participate. You should also consult with your personal legal counsel, accountant, financial advisor and/or tax advisor to determine the implications of the Stock Option Exchange Program based on your personal circumstances.
EVALUATE your options
Evaluate which of your stock option grants are eligible and how many RSUs you can receive in exchange for your eligible stock options.
CHOOSE whether to participate
Make your election, or change or withdraw an election you’ve already made. If you do not want to participate in the Stock Option Exchange Program and you have not previously made an election, no action is required.
Time Remaining to Make, Change or Withdraw an Election:
35 days
Make, change, or withdraw your election before
9 pm PDT
Sept. 11, 2009
© 2009 D. F. King & Co., Inc.
Options-for-RSUs
08/07/2009
Learn About the Program
TAKE STOCK
STOCK OPTION EXCHANGE PROGRAM
Main Log Out
LEARN
flash tutorial
offer to exchange
Q&As
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EVALUATE
your eligible options
examples
points to consider
CHOOSE
view personal information
make your election
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Learn About the Program
Before making a decision about whether to participate in the Stock Option Exchange Program, it’s important that you understand how the Program works and how it could affect you. Please review each of these documents carefully before making your election.
flash tutorial
offer to exchange
questions and answers (Q&As)
equity plan documents
additional information
flash tutorial
This flash tutorial highlights how the Stock Option Exchange Program works and how you can participate.
Click here to watch the Flash Tutorial
top
Time Remaining to Make, Change or Withdraw an Election:
35 days
Make, change, or withdraw your election before
9 pm PDT
Sept. 11, 2009
Options-for-RSUs
08/07/2009
Learn About the Program Page - continued
Click here to access your E*TRADE account:
E*TRADE
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Offer to exchange
eBay has filed an official legal document with the U.S. Securities and Exchange Commission (SEC) called the Offer to Exchange Certain Outstanding Stock Options for Restricted Stock Units, Options, or Cash Payments, which we refer to as the Offer to Exchange. This document outlines specific details of the Stock Option Exchange Program, why eBay is offering it, terms and conditions, risks associated with the Program, and how it will affect employees, stockholders, and eBay.
Review this document carefully before making your election, as it discloses the details of the Stock Option Exchange Program and includes the legal terms and conditions of the Stock Option Exchange Program.
View and print the Offer to Exchange
top
questions and answers (Q&As)
This document provides answers to the most commonly asked questions about how the Stock Option Exchange Program works. It is taken directly from the “Summary Term Sheet and Questions and Answers” in the Offer to Exchange.
English
French
German
Korean
Mandarin
top
Options-for-RSUs 08/07/2009
Learn About the Program Page - continued
top
equity plan documents
To view the terms and conditions governing your new RSUs, click on the following documents:
>> 2008 Equity Incentive Award Plan
>> Form of RSU Grant Notice and Award Agreement (U.S.)
>> Form of RSU Grant Notice, Award Agreement, and country-specific appendix (non-U.S.)
top
additional information
We have also electronically filed Stock Option Exchange Program materials with the U.S. Securities and Exchange Commission (“SEC”). Please click on either of the links below to review our SEC filings:
Click here to access SEC filings for eBay Inc. on eBay’s Investor Relations website.
Click here to access SEC filings for eBay Inc. on the SEC website.
top
LEARN EVALUATE CHOOSE
© 2009 D. F. King & Co., Inc.
Options-for-RSUs 08/07/2009
Evaluate Your Options Page
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flash tutorial
offer to exchange
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make your election
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Click here to access your
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if you have questions,
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Evaluate Your Options
Your eligible options
The table below displays details of each eligible option grant and the number of new RSUs you would be entitled to receive (including the applicable vesting terms) should you choose to exchange a particular eligible option. Please be aware that this table displays only eligible options and may not reflect all of your eBay equity awards. To view all of your eBay equity awards, click on the link to E*TRADE on the left side of this page.
Grant Date (mm/dd/yyyy)
Grant Number
Total Shares Granted
Outstanding And Eligible
Exercise Price
Full Vesting Date of Eligible Options (mm/dd/yyyy)
Expiration Date (mm/dd/yyyy)
Exchange Ratio
New RSUs
01/13/2006 231974 4,800 4,800 $45.9700 12/31/2009 01/13/2013 21.5 to 1 223
03/24/2006 241235 400 400 $37.3000 03/01/2010 03/24/2013 13.5 to 1 29
09/01/2006 244173 1,200 1,200 $28.1500 09/01/2008 09/01/2013 6 to 1 200
03/01/2007 259365 1,800 1,800 $31.9300 03/01/2011 03/01/2014 6.5 to 1 276
09/04/2007 277912 2,100 2,100 $34.5900 09/01/2011 09/04/2014 7 to 1 300
examples
Options for RSUs example
Time Remaining to Make, Change or Withdraw an Election:
35 days
Make, change, or withdraw your election before 9 pm PDT Sept. 11, 2009
Options-for-RSUs
08/07/2009
Evaluate Your Options Page — continued
To find your international calling prefix, use the drop-down box below:
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The example below shows (i) how the number of new RSUs that you could elect to receive in exchange for your eligible options is calculated using the exchange ratios, and (ii) how the exchange ratios and the future stock price of eBay work together to determine potential future value. The person represented in this example–Jill–is a U.S. employee who is eligible to receive new RSUs in exchange for her eligible options.
Assumptions
This example is based on the terms and conditions of the Stock Option Exchange Program and the following assumptions:
Grant A Grant B
Number of shares of eBay Common stock represented by stock option grant 1,000 1,600
Grant Date Mar. 1, 2005 Mar. 1, 2007
Exercise Price $42.58 $31.93
Full Vesting Date Mar. 1, 2009 Mar. 1, 2011
Stock Option Expiration Date Mar. 1, 2015 Mar. 1, 2014
Exchange Ratio 9 eligible options in exchange for 1 new RSU 6.5 eligible options in exchange for 1 new RSU
Completion Date Sept. 11, 2009 Sept. 11, 2009
eBay closing stock price on Completion Date $20.00 $20.00
What Jill would receive if she participates in the Stock Option Exchange Program
If Jill chooses to participate in the Stock Option Exchange Program and exchanges her eligible options from both Grant A and Grant B listed above, she would be granted two new RSU grants for a total of 357 new RSUs.
Options-for-RSUs 08/07/2009
Evaluate Your Options Page – continued
Please keep in mind that Jill may choose to exchange her eligible options on a grant-by-grant basis. In this example, Jill elected to exchange both Grant A and Grant B for new RSUs under the Program. However, Jill could alternatively have elected to exchange only Grant A, only Grant B, or none of the grants.
Grant A
New RSUs Calculations Vesting†
Jill would receive 111 new RSUs in exchange for her eligible options from Grant A.
The new RSUs would be granted on the completion date of the Stock Option Exchange Program.
Eligible Options/Exchange Ratio = new RSUs*
1,000 Eligible Options/9 = 111 new RSUs*
*Rounded down to the nearest whole RSU
100% (111 RSUs) of the new RSUs would vest on September 11, 2010.
Because the eligible options from Grant A Jill elected to exchange were fully vested before the completion date of the Stock Option Exchange Program, the new RSUs will vest 12 months after the completion date in one installment.
Grant B
Jill would receive 246 new RSUs in exchange for her eligible options from Grant B.
The new RSUs would be granted on the completion date of the Stock Option Exchange Program.
Eligible Options/Exchange Ratio = new RSUs*
1,600 Eligible Options/6.5 = 246 new RSUs*
*Rounded down to the nearest whole RSU
33.34% (82 RSUs) of the new RSUs would vest on September 11, 2010.
33.33% (82 RSUs) of the new RSUs would vest on September 11, 2011.
33.33% (82 RSUs) of the new RSUs would vest on September 11, 2012.
Because the eligible options from Grant B Jill elected to exchange do not become fully vested until March 2011, the new RSUs will vest in three equal installments on the first, second and third anniversaries of the completion date.
†To view the complete vesting schedule for new RSUs, click here
Considerations
In order to compare the potential future value of the original eligible option grants with the potential future value of the new RSUs, assume that (1) Jill’s eligible options have fully vested, (2) she has not exercised any shares under the eligible options, (3) the eligible options have not yet expired, and (4) eBay’s stock price is $20.00 per share on the completion date. Based on those assumptions, consider what would happen given both an increase or decrease in the per share stock price.
8
Options-for-RSUs 08/07/2009
Evaluate Your Options Page – continued
Grant A Comparative Analysis
If eBay’s stock price subsequently falls to $15.00
If eBay’s stock price subsequently rises to $35.00
If eBay’s stock price subsequently rises to $50.00
Value of options under Grant A (if Jill does not exchange Grant A in the Program)
Intrinsic Value = $0
Intrinsic Value = $0
Intrinsic Value = $7.420 (before taxes)
Since Exercise Price ($42.58) > Current Stock Price ($15.00), Jill could not exercise the option and realize a gain.
Since Exercise Price ($42.58) > Current Stock Price ($35.00), Jill could not exercise the option and realize a gain.
Since Current Stock Price ($50.00) > Exercise Price ($42.58), Jill could realize a gain upon exercise.
Gain Calculation:
(Current Stock Price – Exercise Price) x Number of Shares
= ($50.00 - $42.58) x 1,000 shares
= $7,420 (before taxes)
Value of new RSUs (if Jill elects to exchange Grant A in the Program)
RSU Value = $1,665 (before taxes)
Gain Calculation:
Current Stock Price x Number of Shares
= $15.00 x 111 shares
= $1,665 (before taxes)
RSU Value = $3,885 (before taxes)
Gain Calculation:
Current Stock Price x Number of Shares
= $35.00 x 111 shares
= $3,885 (before taxes)
RSU Value = $5,550 (before taxes)
Gain Calculation:
Current Stock Price x Number of Shares
= $50.00 x 111 shares
= $5,550 (before taxes)
9
08/07/2009
Options-for-RSUs
Evaluate Your Options Page – continued
Grant B Comparative Analysis
If eBay’s stock price subsequently falls to $15.00
If eBay’s stock price subsequently rises to $35.00
If eBay’s stock price subsequently rises to $50.00
Value of options under Grant B
(if Jill does not exchange Grant B in the Program)
Intrinsic Value = $0
Since Exercise Price ($31.93) > Current Stock Price ($15.00), Jill could not exercise the option and realize a gain
Intrinsic Value = $4,912 (before taxes)
Since Current Stock Price ($35.00) > Exercise Price ($31.93), Jill could realize a gain upon exercise
Intrinsic Value = $28,912 (before taxes)
Since Current Stock Price ($50.00) > Exercise Price ($31.93), Jill could realize a gain upon exercise
Gain
Calculation:
(Current Stock Price – Exercise Price) x Number of Share
= ($35.00 - $31.93) x 1,600 shares
= $4,912 (before taxes)
Gain
Calculation:
(Current Stock Price – Exercise Price) x Number of Share
= ($50.00 - $31.93) x 1,600 shares
= $28,912 (before taxes)
Value of new RSUs (if
Jill elects to
exchange Grant B in the Program)
RSU Value = $3,690 (before taxes)
Gain
Calculation:
Current Stock Price x Number of Shares
$15.00 x 246 shares = $3,690 (before taxes)
RSU Value = $8,610 (before
taxes)
Gain
Calculation:
Current Stock Price x Number of Shares
$35.00 x 246 shares = $8,610 (before taxes)
RSU Value = $12,300
(before taxes)
Gain
Calculation:
Current Stock Price x Number of Shares
$50.00 x 246 shares = $12,300 (before taxes)
10
Options-for-RSUs 08/07/2009
Evaluate Your Options Page – continued
The examples above are for illustrative purposes only, and do not reflect your personal situation. The trading price of eBay common stock has fluctuated in the past and is expected to continue to do so in the future, as a result of a number of factors, many of which are outside eBay's control.
Please be sure to review all of the materials provided to you about the Stock Option Exchange election site under "Learn More," including the Offer to Exchange, before making a decision about whether or not to participate in the Stock Option Exchange Program. You are strongly encouraged to consult with your personal legal counsel, accountant, financial, and/or tax advisor for further advice.
top
points to consider
In addition to the examples provided above, please note the following:
1. It's not a one-for-one exchange. You'll receive fewer new RSUs than eligible options should you choose to exchange your eligible options.
2. RSUs provide value upon vesting even if eBay's stock price does not increase after the grant date. However, because the exchange ratios for the option exchange are not one-for-one, it is possible that, at some point in the future, eligible options you choose to exchange could be economically more valuable than the new RSUs received by you in connection with the Stock Option Exchange Program.
3. New RSUs granted in connection with the Stock Option Exchange Program will be subject to new longer vesting schedules, even if the eligible options you exchange were fully vested.
4. Don't forget to consider taxes and social insurance contributions. In general, your new RSUs will be taxed, and social insurance contributions made, when they vest. But taxation and social insurance contribution rules vary from country to country, so you will want to review all of the documents provided in connection with the Offer to Exchange carefully. If you are a resident of or subject to the tax laws in more than one country, you should be aware that there may be additional or different tax consequences and social insurance contributions that may apply to you.
LEARN EVALUATE CHOOSE
©2009 D.F.King & Co., Inc.
11
Options-for-RSUs
08/07/2009
Choose Whether to Participate Page
TAKE STOCK ebay
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Choose Whether to Participate
Important Notes
Ÿ To participate in the Stock Option Exchange Program you must make an election to exchange your eligible options.
Ÿ You may make your election before 9:00 p.m. PDT on September 11, 2009. The eligible options that will be exchanged in the Stock Option Exchange Program (if any) will be determined by the last valid election that we receive before 9:00 p.m. PDT on September 11, 2009.*
Ÿ Make sure you have reviewed the materials related to the Stock Option Exchange Program, including the Offer to Exchange.
Ÿ You are strongly encouraged to consult with your personal legal counsel, accountant, financial advisor, and/or tax advisor for further advice.
¨ Before you continue, click in the box to confirm that you have reviewed the Offer to Exchange for the Stock Option Exchange Program.
If you have not reviewed the Offer to Exchange, please click here.
*In the event that eBay extends the offering period by setting a new completion date, you will have until 9:00 p.m. PDT on that new completion date to make, change or withdraw an election.
Continue
Time Remaining to Make, Change or Withdraw an Election:
35 days
Make, change, or withdraw your election before 9 pm PDT Sept. 11, 2009
© 2009 D.F.King & Co., Inc.
12
Options-for-RSUs 08/07/2009 Make, Change or Withdraw An Election Page TAKE STOCK ebay STOCK OPTION EXCHANGE PROGRAM Main | Log Out Friday, August 7, 2009 6:04:02 PM PDT Click here to access your E*TRADE account: E*TRADE* Questions? If you have questions, please contact customer support at + 888 795 8691 (toll free from the U.S. and Canada) or + 718 559 4078 (collect from other geographic regions) To find your international calling prefix, use the drop-down box below: International Prefix Make, change, or withdraw your election before 9 pm PDT Sept. 11, 2009 Make, Change or Withdraw An Election eBay is offering eligible employees a one-time voluntary opportunity to exchange eligible options for new RSUs. The table below displays details of each eligible option grant and the number of new RSUs you are entitled to receive (including the applicable vesting terms) should you choose to exchange the eligible option. Please be aware that this table displays only eligible options and may not reflect all of your eBay equity awards. To view all of your eBay equity awards, click on the link to E*TRADE on the left side of this page.
| Yes To All | Clear All | ||||||||||||||||||||
| Grant Date (mm/dd/yyyy) |
Grant |
Total |
Outstanding |
Exercise |
Full Vesting Date |
Expiration |
Exchange |
New |
Vesting Schedule for New RSUs * |
Exchange | ||||||||||
| 01/13/2006 03/24/2006 09/01/2006 03/01/2007 09/04/2007 |
231974 |
4,800 |
4,800 400 |
$45.9700 |
12/31/2009 |
01/13/2013 |
21.5 to 1 |
223 |
50% on September 11, 2010 50% on September 11, 2011 50% on September 11, 2010 50% on September 11, 2011 100% on September 11, 2010 33.34% on September 11, 2010 33.33% on September 11, 2011 33.33% on September 11, 2012 33.34% on September 11, 2010 33.33% on September 11, 2011 33.33% on September 11, 2012 Yes To All | Clear All |
Yes No Yes | ||||||||||
13
Options-for-RSUs
08/07/2009
Make, Change or Withdraw An Election Page – continued
* The vesting schedules in the table above assume that the completion date is September 11, 2009. If the offering period is extended, the completion date will be correspondingly delayed and the vesting schedule will be adjusted accordingly. For eligible employees out on a leave of absence, your vesting schedule will be adjusted to reflect your leave status as of the completion date.
Total options eligible for exchange: 10,300
Total eligible options selected: 6,900
You will receive 523 new RSUs.
Please note that the new RSUs will be issued (and will vest) on a grant-by-grant basis in exchange for your eligible options.
Continue
© 2009 D.F.King & Co., Inc.
14
Options-for-RSUs
08/07/2009
Agreement to Terms of Election Page
TAKE STOCK ebay
STOCK OPTION EXCHANGE PROGRAM
Main | Log Out
Friday, August 7, 2009 6:04:46 PM PDT
Questions?
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Make, change, or withdraw your election before 9 pm PDT Sept. 11, 2009
Agreement to Terms of Election
Email Address:
Employee ID:
You have made the following election with respect to your eligible options:
| Grant Date (mm/dd/yyyy) |
Grant |
Total |
Outstanding |
Exercise |
Full |
Expiration |
Exchange |
New |
Vesting Schedule for New RSUs * |
Exchange | ||||||||||
| 01/13/2006 |
231974 |
4,800 |
4,800 |
$45.9700 |
12/31/2009 |
01/13/2013 |
21.5 to 1 |
223 |
50% on September 11, 2010 50% on September 11, 2011 |
Yes | ||||||||||
| 03/24/2006 |
241235 |
400 |
400 |
$37.3000 |
03/01/2010 |
03/24/2013 |
13.5 to 1 |
29 |
50% on September 11, 2010 50% on September 11, 2011 |
No | ||||||||||
| 09/01/2006 |
244173 |
1,200 |
1,200 |
$28.1500 |
09/01/2008 |
09/01/2013 |
6 to 1 |
200 |
100% on September 11, 2010 |
No | ||||||||||
| 03/01/2007 |
259365 |
1,800 |
1,800 |
$31.9300 |
03/01/2011 |
03/01/2014 |
6.5 to 1 |
276 |
33.34% on September 11, 2010 33.33% on September 11, 2011 33.33% on September 11, 2012 |
No | ||||||||||
| 09/04/2007 |
277912 |
2,100 |
2,100 |
$34.5900 |
09/01/2011 |
09/04/2014 |
7 to 1 |
300 |
33.34% on September 11, 2010 33.33% on September 11, 2011 33.33% on September 11, 2012 |
Yes |
* The vesting schedules in the table above assume that the completion date is September 11, 2009. If the offering period is extended, the completion date will be correspondingly delayed and the vesting schedule will be adjusted accordingly. For eligible employees out on a leave of absence, your vesting schedule will be adjusted to reflect your leave status as of the completion date.
15
Options-for-RSUs
08/07/2009
Agreement to Terms of Election Page – continued
Total options eligible for exchange: 10,300
Total eligible options selected: 6,900
You will receive 523 new RSUs.
Please note that the new RSUs will be issued (and will vest) on a grant-by-grant basis in exchange for your eligible options.
Does this accurately reflect your election? If yes, click "I Agree" to continue. Otherwise, click "Make Changes" to change your election.
[Agreement to Terms of Election]
¨ Before you can continue, click the box to confirm that you acknowledge that your election is subject to the terms, conditions, and restrictions set forth above.
Make Changes I Agree
© 2009 D.F.King & Co., Inc.
16
Options-for-RSUs
08/07/2009
Election Confirmation Page
TAKE STOCK ebay
STOCK OPTION EXCHANGE PROGRAM
Main | Log Out
Friday, August 7, 2009 6:05:39 PM PDT
Questions?
If you have questions,
please contact customer
support at
+ 888 795 8691
(toll free from the U.S. and Canada) or
+ 718 559 4078
(collect from other geographic regions)
To find your international calling prefix, use the drop-down box below:
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Make, change, or withdraw your election before 9 pm PDT Sept. 11, 2009
Election Confirmation
You have elected to exchange the following eligible stock options (if any) in connection with eBay's Stock Option Exchange Program.
This is your confirmation of receipt as of August 07, 2009 at 6:05PM PDT. Please print a copy of this page and save it for your records. You will receive an email confirmation at "optionexchange@ebay.com". (Send confirmation to an additional email address)
Date:
August 07, 2009 at 6:05PM PDT
Your Name:
Your Employee ID:
Confirmation Number: 1236412
The following table displays details of each of the eligible options that you elected to exchange and the number of new RSUs you are entitled to receive (including the applicable vesting terms) based on your election.
| Grant Date (mm/dd/yyyy) |
Grant |
Total |
Outstanding |
Exercise |
Full |
Expiration |
Exchange |
New |
Vesting Schedule for New RSUs * |
Exchange | ||||||||||
| 01/13/2006 |
231974 |
4,800 |
4,800 |
$45.9700 |
12/31/2009 |
01/13/2013 |
21.5 to 1 |
223 |
50% on September 11, 2010 50% on September 11, 2011 |
Yes | ||||||||||
| 03/24/2006 |
241235 |
400 |
400 |
$37.3000 |
03/01/2010 |
03/24/2013 |
13.5 to 1 |
29 |
50% on September 11, 2010 50% on September 11, 2011 |
No | ||||||||||
| 09/01/2006 |
244173 |
1,200 |
1,200 |
$28.1500 |
09/01/2008 |
09/01/2013 |
6 to 1 |
200 |
100% on September 11, 2010 |
No | ||||||||||
| 03/01/2007 |
259365 |
1,800 |
1,800 |
$31.9300 |
03/01/2011 |
03/01/2014 |
6.5 to 1 |
276 |
33.34% on September 11, 2010 33.33% on September 11, 2011 33.33% on September 11, 2012 |
No | ||||||||||
| 09/04/2007 |
277912 |
2,100 |
2,100 |
$34.5900 |
09/01/2011 |
09/04/2014 |
7 to 1 |
300 |
33.34% on September 11, 2010 33.33% on September 11, 2011 33.33% on September 11, 2012 |
Yes |
17
Options-for-RSUs
08/07/2009
Election Confirmation Page – continued
* The vesting schedules in the table above assume that the completion date is September 11, 2009. If the offering period is extended, the completion date will be correspondingly delayed and the vesting schedule will be adjusted accordingly. For eligible employees out on a leave of absence, your vesting schedule will be adjusted to reflect your leave status as of the completion date.
Total options eligible for exchange: 10,300
Total eligible options selected: 6,900
You will receive 523 new RSUs.
Please note that the new RSUs will be issued (and will vest) on a grant-by-grant basis in exchange for your eligible options.
As a reminder, any eligible options that you have not elected to exchange will remain outstanding under their existing terms.
Disclaimer: All information contained in this Election Confirmation is as of August 07, 2009 at 6:05PM PDT.
Please note that you may change or withdraw your previous election at any time prior to 9:00 p.m. Pacific Daylight Time on September 11, 2009, unless the completion date is extended by eBay. If eBay extends the completion date beyond that time, you may change or withdraw your previous election at any time until the extended completion date. To change your election (including a withdrawal of your previous election to exchange any of your eligible options), you must complete and submit a new Election Form specifying which (if any) of your eligible options you elect to exchange on a grant-by-grant basis before 9:00 Pacific Daylight Time on September 11, 2009, unless the offer is extended by eBay. If you previously elected to participate in the Stock Option Exchange Program but subsequently elected not to participate, you may again participate by completing and submitting a new Election Form specifying which (if any) of your eligible options you elect to exchange on a grant-by-grant basis before 9:00 Pacific Daylight Time on September 11, 2009, unless the offer is extended by eBay.
Please retain this Election Confirmation for your records. The eligible options that you have elected to exchange will no longer appear in your E*TRADE account following the completion of the Stock Option Exchange Program. Please note that it will take a few weeks from the completion of the Stock Option Exchange Program for the new RSU grants to be reflected in your E*TRADE account.
18
Options-for-RSUs
08/07/2009
Election Confirmation Page – continued
If you have questions about your eligible options or the Stock Option Exchange Program, please contact customer support at + 888-795-8691 (toll-free from the U.S. or Canada) or + 718-559-4078 (collect from other geographic regions).
After you print your confirmation page, please log out before leaving your computer to protect your security.
Print Election
Finished With Election
© 2009 D.F.King & Co., Inc.
19
Options-for-RSUs
08/07/2009
Election Complete Page
TAKE STOCK ebay
STOCK OPTION EXCHANGE PROGRAM
Main | Log Out
Friday, August 7, 2009 6:07:03 PM PDT
Questions?
If you have questions,
please contact customer
support at + 888 795 8691
(toll free from the U.S. and
Canada) or + 718 559 4078
(collect from other geographic regions)
To find your international calling prefix, use the drop-down box below:
International Prefix
Make, change, or withdraw your election before
9 pm PDT Sept. 11, 2009
Election Complete
The election process has been completed and you will receive an email confirmation of your election.
Please note you can make changes to your existing election any time before 9:00 p.m. PDT on September 11, 2009, on the Stock Option Exchange election site. To change your existing election, you must follow the same steps as making an initial election.
Thank you for your participation in the Stock Option Exchange Program.
Log Out
© 2009 D.F.King & Co., Inc.
20
Options-for-Cash
08/07/2009
Login Page
TAKE STOCK
STOCK OPTION EXCHANGE PROGRAM
ebay
Questions?
If you have questions,
please contact customer
support at
+ 888 795 8691
(toll free from the U.S. and
Canada) or
+ 718 559 4078
(collect from other
geographic regions)
To find your international calling prefix, use the drop-down box below:
International Prefix
Log In
eBay is offering a one-time voluntary opportunity for certain eligible employees to exchange eligible “underwater” stock options.
You will only be able to log in if you are eligible to participate in the Stock Option Exchange Program.
First time users, please enter your eBay Employee User Name and date of birth (yyyymmdd). You will be asked to reset your pin.
eBay Employee User Name
PIN
(First time users, enter date of birth: yyyymmdd)
I forgot my PIN
Log In
eBay Inc. has retained D. F. King & Co., Inc. (“D.F. King”) to provide support services for the Stock Option Exchange Program. D. F. King will host a website for eligible employees to learn about the terms and conditions of the Stock Option Exchange Program by reviewing the tender offer documents including questions and answers, and elect whether to exchange eligible stock options. D.F. King also will provide call center support to answer questions about The Stock Option Exchange Program and the necessary procedures to elect to exchange eligible stock options.
©2009 D. F. King & Co., Inc.
Time Remaining to
Make, Change or
Withdraw an Election:
36 days
Make, change, or withdraw your election before 9 pm PDT
Sept. 11, 2009
1
Options-for-Cash
08/07/2009
Offering Page
TAKE STOCK
STOCK OPTION EXCHANGE PROGRAM
ebay
Main Log Out
LEARN
flash tutorial
offer to exchange
Q&As
additional information
EVALUATE
your eligible options
examples
points to consider
CHOOSE
view personal information
make your election
change your election
Click here to access your E*TRADE account:
E*TRADE
Questions?
If you have questions,
please contact customer
support at
+ 888 795 8691
(toll free from the U.S. and
Canada) or
+ 718 559 4078
(collect from other
geographic regions)
To find your international calling prefix, use the drop-down box below:
International Prefix
Offering
eBay is offering a one-time voluntary opportunity for you, and certain other eligible employees, to exchange eligible “underwater” stock options for cash payments (instead of new RSUs).
Here are the steps you need to take:
LEARN about the program
Here are materials that provide detailed information about the Stock Option Exchange Program. Review all of the materials to better understand what eBay is offering and what you must do if you want to participate. You should also consult with your personal legal counsel, accountant, financial advisor and/or tax advisor to determine the implications of the Stock Option Exchange Program based on your personal circumstances.
EVALUATE your options
Evaluate which of your stock option grants are eligible and how the amount of cash payment (instead of new RSUs) you can receive in exchange for your eligible stock options will be determined.
CHOOSE whether to participate
Make your election, or change or withdraw an election you’ve already made. If you do not want to participate in the Stock Option Exchange Program and you have not previously made an election, no action is required.
Time Remaining to
Make, Change or
Withdraw an Election:
35 days
Make, change, or withdraw your election before
9 pm PDT
Sept. 11, 2009
©2009 D. F. King & Co., Inc.
2
Options-for-Cash 08/07/2009
Learn About the Program
TAKE STOCK ebay
STOCK OPTION EXCHANGE PROGRAM
Main Log Out
LEARN
flash tutorial
offer to exchange
Q&As
additional information
EVALUATE
your eligible options
examples
points to consider
CHOOSE
view personal information
make your election
change your election
Click here to access your E*TRADE account:
E*TRADE
Questions?
If you have questions, please contact customer support at + 888 795 8691 (toll free from the U.S. and Canada) or + 718 559 4078 (collect from other geographic regions)
To find your international calling prefix, use the drop-down box below: International Prefix
Learn About the Program
Before making a decision about whether to participate in the Stock Option Exchange Program, it’s important that you understand how the Program works and how it could affect you. Please review each of these documents carefully before making your election.
flash tutorial
offer to exchange
questions and answers (Q&As)
additional information
flash tutorial
This flash tutorial highlights how the Stock Option Exchange Program works and how you can participate.
Click here to watch the Flash Tutorial
top
offer to exchange
eBay has filed an official legal document with the U.S. Securities and Exchange Commission (SEC) called the Offer to Exchange Certain Outstanding Stock Options for Restricted Stock Units, Options, or Cash Payments, which we refer to as the Offer to Exchange. This document outlines specific details of the Stock Option Exchange Program, why eBay is offering it, terms and conditions, risks associated with the Program, and how it will affect employees, stockholders, and eBay.
Review this document carefully before making your election, as it discloses the details of the Stock Option Exchange Program and includes the legal terms and conditions of the Stock Option Exchange Program.
View and print the Offer to Exchange
top
Time Remaining to Make, Change or Withdraw Election: 35 days
Make, change, or withdraw your election before 9 pm PDT Sept. 11, 2009
3
Options-for-Cash 08/07/2009
Learn About the Program Page - continued
questions and answers (Q&As)
This document provides answers to the most commonly asked questions about how the Stock Option Exchange Program works. It is taken directly from the “Summary Term Sheet and Questions and Answers” in the Offer Exchange.
English
French
German
Korean
Mandarin
top
additional information
We have also electronically filed Stock Option Exchange Program materials with the U.S. Securities and Exchange Commission (“SEC”). Please click on either of the links below to review our SEC filings:
Click here to access SEC filings for eBay Inc. on eBay’s Investor Relations website.
Click here to access SEC filings for eBay Inc. on the SEC website.
top
LEARN
EVALUATE
CHOOSE
© 2009 D.F. King & Co., Inc.
4
Options-for-Cash 08/07/2009
Evaluate Your Options Page
TAKE STOCK
STOCK OPTION EXCHANGE PROGRAM ebaY
Main Log Out Evaluate Your Options
LEARN
flash tutorial
offer to exchange
Q&As
additional information
EVALUATE
your eligible options
examples
points to consider
CHOOSE
view personal information
make your election
change your election
Click here to access your E*TRADE account:
E*TRADE
Questions?
If you have questions, please contact customer support at
+ 888 795 8691
(toll free from the U.S. and
Canada) or
+ 718 559 4078
(collect from other geographic regions)
your eligible options
The table below displays details of each eligible option grant and the number of new RSUs that would be used to determine the cash payment that you would be entitled to receive should you elect to exchange an eligible option. The cash payment will be determined by multiplying (i) the number of new RSUs by (ii) the closing trading price of eBay’s common stock on the completion date. Please be aware that this table displays only eligible options and may not reflect all of your eBay equity awards. To view all of your eBay equity awards, click on the link to E*TRADE on the left side of this page.
Grant Date
(mm/dd/yyyy)
Grant Number
Total Shares Granted
Outstanding And Eligible
Exercise Price
Full Vesting Date of Eligible Options (mm/dd/yyyy)
Expiration Date (mm/dd/yyyy)
Exchange Ratio
Number of New RSUs Used to Determine Cash Payment
01/27/2006
09/01/2006
12/08/2006
232567
246888
257701
280
70
245
280
35
199
$44.0700
$28.1500
$31.7600
01/23/2010
09/01/2008
11/27/2010
01/27/2013
09/01/2013
12/08/2013
21.5 to 1
6 to 1
6.5 to 1
13
5
30
top
examples
Options for Cash example
Time Remaining to Make, Change or Withdraw an Election:
35 days
Make, change, or withdraw your election before
9 pm PDT
Sept. 11, 2009
5
Options-for-Cash
08/07/2009
Evaluate Your Options Page – continued
To find your international calling prefix, use the drop-down box below.
International Prefix
The example below shows (i) how the cash payment amounts that you could elect to receive in exchange for your eligible options will be calculated, based on the number of new RSUs that you would have otherwise received using the exchange ratios and (ii) how the exchange ratios and the future stock price of eBay work together to determine potential future value. The person represented in this example–Brad–is a U.S. employee who is eligible to receive a cash payment in exchange for his eligible options.
Assumptions
This example is based on the terms and conditions of the Stock Option Exchange Program and the following assumptions:
Grant A
Grant B
Number of shares of eBay common stock option grant
Grant Date
Exercise Price
Full Vesting Date
Stock Option Expiration Date
Exchange Ratio
Exchange Program Completion Date
eBay closing stock price on Completion Date
250
Mar. 1, 2005
$42.58
Mar. 1, 2009
Mar. 1, 2015
9 eligible options in exchange for 1 new RSU
Sept. 11, 2009
$20.00
100
Mar. 1, 2007
$31.93
Mar. 1, 2011
Mar. 1, 2014
6.5 eligible options in exchange for 1 new RSU
Sept. 11, 2009
$20.00
What Brad would receive if he participates in the Stock Option Exchange Program
If Brad chooses to participate in the Stock Option Exchange Program and exchanges his eligible options from both Grant A and Grant B listed above, he would receive a cash payment of $840 (before taxes).
Please keep in mind that Brad may choose to exchange his eligible options on a grant-by-grant basis. In this example, Brad elected to exchange both Grant A and Grant B for a cash payment under the Program. However, Brad could alternatively have elected to exchange only Grant A, only Grant B, or none of the grants.
6
Options-for-Cash 08/07/2009
Evaluate Your Options Page – continued
Grant A
Cash Payment Calculations
Brad would receive a cash payment of $540 (before taxes) in exchange for his eligible options from Grant A.
Eligible Options/Exchange Ratio = new RSUs*
250 Eligible Options/9 = 27 new RSUs
The cash payment would not be subject to any vesting, and would be paid promptly following the completion date.
*Rounded down to the nearest whole RSU
Cash payment (before taxes) = new RSUs x eBay stock price on completion date
Cast payment (before taxes) = 27 x $20.00
Cash payment (before taxes) = $540
Grant B
Brad would receive a cash payment of $300 (before taxes) in exchange for his eligible options from Grant B.
The cash payment would not be subject to any vesting, and would be paid promptly following the completion date.
Eligible Options/Exchange Ratio = new RSUs*
100 Eligible Options/6.5 = 15 new RSUs
*Rounded down to the nearest whole RSU
Cash payment (before taxes) = new RSUs x eBay stock price on completion date
Cash payment (before taxes) = 15 x $20.00
Cash payment (before taxes) = $300
Brad’s cash payments would not be subject to any vesting, and would be paid promptly following the completion date.
Please keep in mind that Brad may choose to exchange his eligible options on a grant-by-grant basis. In this example, Brad elected to exchange both Grant A and Grant B for a cash payment under the Program. However, Brad could alternatively have elected to exchange only Grant A, only Grant B, or none of the grants.
7
Options-for-Cash 08/07/2009
Evaluate Your Options Page – continued
Considerations
In order to compare the potential future value of the original eligible option grants with the value of the cash payment, assume that (1) Brad’s eligible options have fully vested, (2) he has not exercised any shares under the eligible options, (3) the eligible options have not yet expired, and (4) eBay’s stock price is $20.00 per share on the completion date. Based on those assumptions, consider what would happen given both an increase or decrease in the per share stock price.
Grant A Comparative Analysis
Value of options under Grant A
(if Brad does not exchange Grant A in the Program)
If eBay’s stock price subsequently falls to $15.00
Intrinsic Value = $0
Since Exercise Price ($42.58) > Current Stock Price ($15.00), Brad could not exercise the option and realize a gain.
If eBay’s stock price subsequently rises to $35.00
Intrinsic Value = $0
Since Exercise Price ($42.58) > Current Stock Price ($35.00), Brad could not exercise the option and realize a gain.
If eBay’s stock price subsequently rises to $50.00
Intrinsic Value = $1,855 (before taxes)
Since Current Stock Price ($50.00) > Exercise Price ($42.58), Brad could realize a gain upon exercise.
Gain Calculation:
(Current Stock Price - Exercise Price) x Number of Shares
= ($50.00) - $42.58) x 250 shares
= $1,855 (before taxes)
8
Options-for-Cash 08/07/2009
Evaluate Your Options Page - continued
Value of cash payment (if Brad elects to exchange Grant A in the Program)
Cash Payment = $540 (before taxes) Cash Payment Calculation: Number of new RSUs x eBay stock price on completion date = 27 x $20.00 =$540 (before taxes)
Cash Payment = $540 (before taxes) Cash Payment Calculation: Number of new RSUs x eBay stock price on completion date = 27 x $20.00 = $540 (before taxes)
Cash Payment = $540 (before taxes) Cash Payment Calculation: Number of new RSUs x eBay stock price on completion date = 27 x $20.00 = $540 (before taxes)
9
Options-for-Cash 08/07/2009
Evaluate Your Options Page - continued
Grant B Comparative Analysis
Value of options under Grant B (if Brad does not exchange Grant B in the Program)
If eBay’s stock price subsequently falls to $15.00 Intrinsic Value = $0 Since Exercise Price ($31.93) > Current Stock Price ($15.00), Brad could not exercise the option and realize a gain.
If eBay’s stock price subsequently rises to $35.00 Intrinsic Value = $307 (before taxes) Since Current Stock Price ($35.00) > Exercise Price ($31.93), Brad could realize a gain upon exercise. Gain Calculation: (Current Stock Price - Exercise Price) x Number of Shares = ($35.00 - $31.93) x 100 shares = $307 (before taxes)
If eBay’s stock price subsequently rises to $50.00 Intrinsic Value = $1,807 (before taxes) Since Current Stock Price ($50.00) > Exercise Price ($31.93), Brad could realize a gain upon exercise. Gain Calculation: (Current Stock Price - Exercise Price) x Number of Shares = ($50.00 - $31.93) x 100 shares = $1,807 (before taxes)
10
Options-for-Cash 08/07/2009
Evaluate Your Options Page - continued
Value of cash payment (if Brad elects to exchange Grant B in the Program)
Cash Payment = $300 (before taxes) Cash Payment Calculation: Number of new RSUs x eBay stock price on completion date = 15 x $20.00 = $300 (before taxes)
Cash Payment = $300 (before taxes) Cash Payment Calculation: Number of new RSUs x eBay stock price on completion date = 15 x $20.00 = $300 (before taxes)
Cash Payment = $300 (before taxes) Cash Payment Calculation: Number of new RSUs x eBay stock price on completion date = 15 x $20.00 = $300 (before taxes)
The examples above are for illustrative purposes only, and do not reflect your personal situation. The trading price of eBay common stock has fluctuated in the past and is expected to continue to do so in the future, as a result of a number of factors, many of which are outside eBay’s control.
Please be sure to review all of the materials provided to you about the Stock Option Exchange Election site under “Learn More,” including the Offer to Exchange, before making a decision about whether or not to participate in the Stock Option Exchange Program. You are strongly encouraged to consult with your personal legal counsel, accountant, financial, and/or tax advisor for further advice.
top
11
Options-for-Cash 08/07/2009
Evaluate Your Options Page - continued
points to consider
In addition to the examples provided above, please note the following:
1. It’s not a one-for-one exchange. The cash payment that you are eligible to receive in connection with the Stock Option Exchange Program is based on the number of new RSUs that you otherwise would have been eligible to receive, which is less than the number of eligible options.
2. Because the exchange ratios for the option exchange are not one-for-one, it is possible that, at some point in the future, eligible options you choose to exchange could be economically more valuable than the cash payment received by you in connection with the Stock Option Exchange Program.
3. Don’t forget to consider taxes and social insurance contributions. The cash payment that you receive in the exchange is generally taxable at the time of payment, and eBay will satisfy all tax withholding obligations by deducting such obligations from the amount of the cash payment. But taxation and social insurance contribution rules vary from country to country, so you will want to review all of the documents provided in connection with the Offer to Exchange carefully. If you are a resident of or subject to the tax laws in more than one country, you should be aware that there may be additional or different tax consequences and social insurance contributions that may apply to you.
LEARN EVALUATE CHOOSE
© 2009 D. F. King & Co., Inc.
12
Options-for-Cash 08/07/2009
Choose Whether to Participate Page
Take Stock ebay
Stock Option Exchange Program
Main Log Out
Learn
flash Tutorial
offer to exchange
Q&As
additional information
EVALUATE
your eligible options
examples
points to consider
CHOOSE
view personal information
make your selection
change your election
Click here to access your
E*TRADE
Questions?
If you have questions, please contact customer support at + 888 795 8691
(toll free from the U.S. and Canada) or + 718 559 4078 (Collect from other geographic regions)
To find your international calling prefix, use the drop-down box below:
International Prefix
Choose Whether to Participate
Important Notes
To participate in the Stock Option Exchange Program you must make an election to exchange your eligible options.
You may make your election before 9:00 p.m. PDT on September 11, 2009. The eligible options that will be exchanged in the Stock Option Exchange Program (if any) will be determined by the last valid election that we receive before 9:00 p.m. PDT on September 11, 2009.*
Make sure you have reviewed the materials related to the Stock Option Exchange Program, including the Offer to Exchange.
You are strongly encouraged to consult with your personal legal counsel, accountant, financial advisor, and/or tax advisor for further advice.
Before you continue, click in the box to confirm that you have reviewed the Offer to Exchange for the Stock Option Exchange Program.
If you have not reviewed the Offer to Exchange, please click here.
*In the event that eBay extends the offering period by setting a new completion date, you will have until 9:00 p.m. PDT on that new completion date to make, change or withdraw an election.
Continue
© 2009 D. F. King & Co., Inc.
Time Remaining to Make, Change or Withdraw an Election:
35 days
Make, change, or withdraw your election before 9 pm PDT Sept. 11, 2009
13
Options-for-Cash 08/07/2009
Make, Change or Withdraw An Election Page
TAKE STOCK ebay
STOCK OPTION EXCHANGE PROGRAM
Main Log Out
Friday, August 7, 2009
6:44:29 PM PDT
Click here to access your E*TRADE account
E*TRADE
Questions?
If you have questions, please contact customer support at + 888 795 8691
(toll free from the U.S. and Canada) or + 718 559 4078
(collect from other geographic regions)
To find your international calling prefix, use the drop-down box below:
International Prefix
Make, Change or Withdraw An Election
eBay is offering certain eligible employee a one-time voluntary opportunity to exchange eligible options for a cash payment.
The table below displays details of each eligible option grant and the number of new RSUs that are used to determined the cash payment you are eligible to receive should you choose to exchange an eligible option. The cash payment will be determined by multiplying (i) the number of new RSUs by (ii) the closing trading price of eBay’s common stock on the completion date.
Please be aware that this table displays only eligible options and may not reflect all of your eBay equity awards. To view all of your eBay equity awards, click on the link to E*TRADE on the left side of this page.
Yes to All | Clear All
Grant Date (mm/dd/yyyy)
01/27/2006
09/01/2006
12/08/2006
Grant Number
232567
246888
257701
Total Shares Granted
280
70
245
Outstanding And Eligible
280
35
199
Exercise Price
$44.0700
$28.1500
$31.7600
Full Vesting Date of Eligible Options (mm/dd/yyyy)
01/23/2010
09/01/2008
11/27/2010
Exchange Rate
01/27/2013
09/01/2013
12/08/2113
Exchange Ratio
21.5 to 1
6 to 1
6.5 to 1
Number of New RSUs Used to Determine Cash Payment
13
5
30
Yes to All | Clear All
Exchange Eligible Options?
Yes
No
Yes
No
Yes
No
14
Options-for-Cash 08/07/2009
Make, Change or Withdraw An Election Page - continued
Make, change or withdraw your election before
9 pm PDT
Sept. 11, 2009
Total options eligible for exchange: 514
Total eligible options selected: 479
You will receive a cash payment based on 43 RSUs.
Continue
© 2009 D. F. King & Co., Inc.
15
Options-for-Cash 08/07/2009
Agreement to Terms of Election Page
Stock Option Exchange Program ebay
Agreement to Terms of Election
Friday, August 7, 2009 6:48:42 PM PDT To find your international calling prefix, use the drop-down box below: International Prefix
Email Address: Employee ID: You have made the following election with respect to your eligible options:
Grant Date (mm/dd/yyyy) 01/27/2006 09/01/2006 12/08/2006
Grant Number 232567 246888 257701
Total Shares Granted 280 70 245
Outstanding And Eligible 280 35 199
Exercise Price $44.0700 $28,1500 $31.7600
Full Vesting Date of Eligible Options (mm/dd/yyyy) 01/23/2010 09/01/2008 11/27/2010
Expiration Date (mm/dd/yyyy) 01/27/2013 09/01/2013 12/08/2013
Exchange Ratio 21.5 to 1 6 to 1 6.5 to 1
Number of New RSUs Used to Determine Cash Payment 13 5 30
Exchange Eligible Options? Yes No Yes
16
Options-for-Cash 08/07/2009
Agreement to Terms of Election Page - continued
Make, change, or withdraw your election before 9 pm PDT
Sept. 11, 2009
Total options eligible for exchange: 514
Total eligible options selected: 479
You will receive a cash payment based on 43 RSUs.
Does this accurately reflect your election? If yes, click “I Agree” to continue.
Otherwise, click “Make Changes” to change your election.
[Agreement to Terms of Election]
Before you can continue, click the box to confirm that you acknowledge that your election is subject to the terms, conditions, and restrictions set forth above.
Make Changes I Agree
© 2009 D. F. King & Co., Inc.
17
Options-for-Cash 08/07/2009
Election Confirmation Page
STOCK OPTION EXCHANGE PROGRAM ebay
Main Log Out
Friday, August 7, 2009 6:51:02 PM PDT
Election Confirmation
You have elected to exchange the following eligible stock options (if any) in connection with eBay’s Stock Option Exchange Program.
This is your confirmation of receipt as of August 07, 2009 at 6:51PM PDT. Please print a copy of this page and save it for your records. You will receive an email confirmation at “optionexchange@ebay.com”. (Send confirmation to an additional email address)
Date: August 07, 2009 at 6:51PM PDT
Your Name:
Your Employee ID:
Confirmation Number: 1236414
18
Options-for-Cash 08/07/2009
Election Confirmation Page – continued
To find your international calling prefix, use the drop-down box below: International Prefix
The following table displays details of each of the eligible options that you elected to exchange.
Make, change, or withdraw your election before 9 pm PDT Sept. 11, 2009
Grant Date (mm/dd/yy) 01/27/2006 09/01/2006 12/08/2006
Grant Number 232567 246888 257701
Total Shares Granted 280 70 245
Outstanding And Eligible 280 35 199
Exercise Price $44.0700 $28.1500 $31.7600
Full Vesting Date of Eligible Options (mm/dd/yyyy) 01/23/2010 09/01/2008 11/27/2010
Expiration Date (mm/dd/yyyy) 01/27/2013 09/01/2013 12/08/2013
Exchange Ratio 21.5 to 1 6 to 1 6.5 to 1
Number of New RSUs Used to Determine Cash Payment 13 5 30
Exchange Eligible Options? Yes No Yes
Total options eligible for exchange: 514
Total eligible options selected: 479
You will receive a cash payment based on 43 RSUs.
19
Options-for-Cash 08/07/2009
Election Confirmation Page – continued
The cash payment will be determined by multiplying (i) the number of new RSUs by (ii) the closing trading price of
eBay’s common stock on the completion date.
As a reminder, any eligible options that you have not elected to exchange will remain outstanding under their existing terms.
Disclaimer: All information contained in this Election Confirmation is as of August 07, 2009 at 6:51PM PDT.
Please note that you may change or withdraw your previous election at any time prior to 9:00 p.m. Pacific Daylight Time
on September 11, 2009, unless the completion date is extended by eBay. If eBay extends the completion date beyond that time,
you may change or withdraw your previous election at any time until the extended completion date. To change your election
(including a withdrawal of your previous election to exchange any of your eligible options), you must complete and submit
a new Election Form specifying which (if any) of your eligible options you elect to exchange on a grant-by-grant basis before
9:00 Pacific Daylight Time on September 11, 2009, unless the offer is extended by eBay. If you previously elected to participate in the Stock Option Exchange Program but subsequently elected not to participate, you may again participate by completing and submitting a new Election Form specifying which (if any) of your eligible options you elect to exchange on a grant-by-grant basis before 9:00 Pacific Daylight Time on September 11, 2009, unless the offer is extended by eBay.
Please retain this Election Confirmation for your records. The eligible options that you have elected to exchange will no longer appear in your E*TRADE account following the completion of the Stock Option Exchange Program. Please note that it will take a few weeks from the completion of the Stock Option Exchange Program for the new RSU grants to be reflected in your E*TRADE account.
If you have questions about your eligible options or the Stock Option Exchange Program, please contact customer support at + 888-795-8691 (toll-free from the U.S. or Canada) or + 718-559-4078 (collect from other geographic regions).
After you print your confirmation page, please log out before leaving your computer to protect your security.
Print Election Finished With Election
© 2009 D. F. King & Co., Inc.
20
Options-for-Cash 08/07/2009
Election Complete Page
TAKE STOCK
STOCK OPTION EXCHANGE PROGRAM ebay
Main Log Out
Friday, August 7, 2009 6:53:06 PM PDT
Questions?
If you have questions, please contact customer support at + 888 795 8691 (toll free from the U.S. and Canada) or + 718 559 4078 (collect from other geographic regions)
To find your international calling prefix, use the drop-down box below: International Prefix
Make, change, or withdraw your election before 9 pm PDT Sept. 11, 2009
Election Complete
The election process has been completed and you will receive an email confirmation of your election.
Please note you can make changes to your existing election any time before 9:00 p.m. PDT on September 11, 2009, on the Stock Option Exchange election site. To change your existing election, you must follow the same steps as making an initial election.
Thank you for your participation in the Stock Option Exchange Program.
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© 2009 D. F. King & Co., Inc.
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Options-for-Options 08/07/2009
Login Page
TAKE STOCK ebay
STOCK OPTION EXCHANGE PROGRAM
Questions?
If you have questions, please contact customer support at + 888 795 8691 (toll free from the U.S. and Canada) or + 718 559 4078 (collect from other geographic regions)
To find your international calling prefix, use the drop-down box below: International Prefix
Log In
eBay is offering a one-time voluntary opportunity for certain eligible employees to exchange eligible “underwater” stock options.
You will only be able to log in if you are eligible to participate in the Stock Option Exchange Program.
First time users, please enter your eBay Employee User Name and date of birth (yyyymmdd). You will be asked to reset your pin.
eBay Employee User Name
PIN
(First time users, enter date of birth: yyyymmdd)
I forgot my PIN
Log In
eBay Inc. has retained D. F. King & Co., Inc. (“D.F. King”) to provide support services for the Stock Option Exchange Program. D. F. King will host a website for eligible employees to learn about the terms and conditions of the Stock Option Exchange Program by reviewing the tender offer documents including questions and answers, and elect whether to exchange eligible stock options. D.F. King also will provide call center support to answer questions about The Stock Option Exchange Program and the necessary procedures to elect to exchange eligible stock options.
Time Remaining to Make, Change or Withdraw an Election:
36 days
Make, change, or withdraw your election before 9 pm PDT Sept. 11, 2009
© 2009 D. F. King & Co., Inc.
1
Options-for-Options 08/07/2009
Offering Page
TAKE STOCK ebay
STOCK OPTION EXCHANGE PROGRAM
Main Log Out
LEARN
flash tutorial
offer to exchange
Q&As
equity plan documents
additional information
EVALUATE
your eligible options
examples
points to consider
CHOOSE
view personal information
make your election
change your election
Click here to access your E*TRADE account:
E*TRADE’
Questions?
If you have questions, please contact customer support at + 888 795 8691 (toll free from the U.S. and Canada) or + 718 559 4078 (collect from other geographic regions)
To find your international calling prefix, use the drop-down box below: International Prefix
Offering
eBay is offering a one-time voluntary opportunity for certain eligible employees in Canada to exchange eligible “underwater” stock options for new stock options.
Here are the steps you need to take:
LEARN about the program
Here are materials that provide detailed information about the Stock Option Exchange Program. Review all of the materials to better understand what eBay is offering and what you must do if you want to participate. You should also consult with your personal legal counsel, accountant, financial advisor and/or tax advisor to determine the implications of the Stock Option Exchange Program based on your personal circumstances.
EVALUATE your options
Evaluate which of your stock option grants are eligible and how many new stock options you can receive in exchange for your eligible stock options.
CHOOSE whether to participate
Make your election, or change or withdraw an election you’ve already made. If you do not want to participate in the Stock Option Exchange Program and you have not previously made an election, no action is required.
Time Remaining to Make, Change or Withdraw an Election:
35 days
Make, change, or withdraw your election before 9 pm PDT Sept. 11, 2009
© 2009 D. F. King & Co., Inc.
2
Options-for-Options 08/07/2009
Learn About the Program
TAKE STOCK ebay
STOCK OPTION EXCHANGE PROGRAM
Main Log Out
LEARN
flash tutorial
offer to exchange
Q&As
equity plan documents
additional information
EVALUATE
your eligible options
examples
points to consider
CHOOSE
view personal information
make your election
change your election
Learn About the Program
Before making a decision about whether to participate in the Stock Option Exchange Program, it’s important that you understand how the Program works and how it could affect you. Please review each of these documents carefully before making your election.
flash tutorial
offer to exchange
questions and answers (Q&As)
equity plan documents
additional information
flash tutorial
This flash tutorial highlights how the Stock Option Exchange Program works and how you can participate.
Click here to watch the Flash Tutorial
top
Time Remaining to Make, Change or Withdraw an Election:
35 days
Make, change, or withdraw your election before
9 pm PDT
Sept. 11, 2009
3
Options-for-Options 08/07/2009
Learn About the Program Page - continued
Click here to access your E*TRADE account:
E*TRADE
Questions?
If you have questions, please contact customer support at + 888 795 8691 (toll free from the U.S. and Canada) or + 718 559 4078 (collect from other geographic regions)
To find your international calling prefix, use the drop-down box below:
International Prefix
Offer to exchange
eBay has filed an official legal document with the U.S. Securities and Exchange Commission (SEC) called the Offer to Exchange Certain Outstanding Stock Options for Restricted Stock Units, Options, or Cash Payments, which we refer to as the Offer to Exchange. This document outlines specific details of the Stock Option Exchange Program, why eBay is offering it, terms and conditions, risks associated with the Program, and how it will affect employees, stockholders, and eBay.
Review this document carefully before making your election, as it discloses the details of the Stock Option Exchange Program and includes the legal terms and conditions of the Stock Option Exchange Program.
View and print the Offer to Exchange
top
questions and answers (Q&As)
This document provides answers to the most commonly asked questions about how the Stock Option Exchange Program works. It is taken directly from the “Summary Term Sheet and Questions and Answers” in the Offer to Exchange.
English French German Korean Mandarin
top
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Options-for-Options 08/07/2009
Learn About the Program Page - continued
equity plan documents
To view the terms and conditions governing your new stock options, click on the following documents:
2001 Equity Incentive Award Plan
Form of Notice of Grant, Stock Option Agreement, and country-specific appendix
top
additional information
We have also electronically filed Stock Option Exchange Program materials with the U.S. Securities and Exchange Commission (“SEC”). Please click on either of the links below to review our SEC filings:
Click here to access SEC filings for eBay Inc. on eBay’s Investor Relations website.
Click here to access SEC filings for eBay Inc. on the SEC website.
top
LEARN EVALUATE CHOOSE
© 2009 D. F. King & Co., Inc.
5
Options-for-Options 08/07/2009
Evaluate Your Options Page
TAKE STOCK STOCK OPTION EXCHANGE PROGRAM ebay
Main Log Out
LEARN
flash tutorial offer to exchange Q&As equity plan documents additional information
EVALUATE
your eligible options examples points to consider
CHOOSE
view personal information make your election change your election
Click here to access your E*TRADE account: E*TRADE
Questions?
If you have questions, please contact customer support at + 888 795 8691 (toll free from the U.S. and Canada) or + 718 559 4078 (collect from other geographic regions)
Evaluate Your Options
your eligible options
The table below displays details of each eligible option grant and the number of new options you would be entitled to receive (including the applicable vesting terms) should you choose to exchange a particular eligible option. The exercise price of the new options will be equal to the closing trading price of eBay’s common stock on the completion date. Please be aware that this table displays only eligible options and may not reflect all of your eBay equity awards. To view all of your eBay equity awards, click on the link to E*TRADE on the left side of this page.
Grant Date (mm/dd/yyyy) Grant Number Total Shares Granted Outstanding And Eligible Exercise Price Full Vesting Date of Eligible Options (mm/dd/yyyy) Expiration Date (mm/dd/yyyy) Exchange Ratio New Options
01/02/2004 210305 1,400 1,165 $31.5000 12/16/2007 01/02/2014 2 to 1 582
03/01/2004 211480 200 200 $34.6150 03/01/2008 03/01/2014 2.5 to 1 80
03/01/2005 220136 490 490 $42.5800 03/01/2009 03/01/2015 3 to 1 163
03/01/2006 235213 500 500 $39.9000 03/01/2010 03/01/2013 3.5 to 1 142
09/01/2006 244561 238 238 $28.1500 09/01/2008 09/01/2013 1.5 to 1 158
top
examples
Time Remaining to Make, Change or Withdraw an Election: 35 days
Make, change, or withdraw your election before 9 pm PDT Sept. 11, 2009
6
Options-for-Options 08/07/2009
Evaluate Your Options Page – continued
To find your international calling prefix, use the drop-down box below:
International Prefix
Options for Options example
The example below shows (i) how the number of new stock options that you could elect to receive in exchange for your eligible options is calculated using the exchange ratios, and (ii) how the exchange ratios and the future stock price of eBay work together to determine potential future value. The person represented in this example–Paul–is a Canadian employee who is eligible to receive new stock options in exchange for his eligible options.
Assumptions
This example is based on the terms and conditions of the Stock Option Exchange Program and the following assumptions:
Grant A Grant B
Number of Shares of eBay common stock represented by stock option grant 1,000 1,200
Grant Date Mar. 1, 2005 Mar. 1, 2007
Exercise Price $42.58 $31.93
Full Vesting Date Mar. 1, 2009 Mar. 1, 2011
Stock Option Expiration Date Mar. 1, 2015 Mar 1, 2014
Exchange Ratio 3 eligible options in exchange for 1 new option 2 eligible options in exchange for 1 new option
Completion Date Sept. 11, 2009 Sept. 11, 2009
eBay closing stock price on Completion Date $20.00 $20.00
What Paul would receive if he participates in the Stock Option Exchange Program
If Paul chooses to participate in the Stock Option Exchange Program and exchanges his eligible options from both Grant A and Grand B listed above, he would receive two new stock option grants for a total of 933 new stock options.
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Options-for-Options 08/07/2009
Evaluate Your Options Page – continued
Please keep in mind that Paul may choose to exchange his eligible options on a grant-by-grant basis. In this example, Paul elected to exchange both Grant A and Grant B for new stock options under the Program. However, Paul could alternatively have elected to exchange only Grant A, only Grant B, or none of the grants.
New Stock Options
Calculations
Vesting†
Grant A
Paul would receive 333 new stock options in exchange for his eligible options from Grant A.
The new stock options would be granted on the completion date of the Stock Option Exchange Program.
The exercise price of the new stock options ($20) is equal to the closing trading price of eBay’s common stock on the completion date.
Eligible Options/Exchange Ratio = new stock options*
1,000 Eligible Options/3 = 333 new stock options*
*Rounded down to the nearest whole option
100% (333 options) of the new stock options would vest on September 11, 2010.
Because the eligible options from Grant A Paul elected to exchange were fully vested before the completion date of the Stock Option Exchange Program, the new stock options will vest 12 months after the completion date in one installment.
Grant B
Paul would receive 600 new stock options in exchange for his eligible options from Grant B.
The new stock options would be granted on the completion date of the Stock Option Exchange Program.
The exercise price of the new stock options ($20) is equal to the closing trading price of eBay’s common stock on the completion date.
Eligible Options/Exchange Ratio = new stock options*
1,200 Eligible Options/2 = 600 new stock options*
*Rounded down to the nearest whole option
33.34% (200 options) of the new stock options would vest on September 11, 2010.
33.33% (200 options) of the new stock options would vest on September 11, 2011.
33.33% (200 options) of the new stock options would vest on September 11, 2012.
Because the eligible options from Grant B Paul elected to exchange do not become fully vested until March 2011, the new stock options will vest in three equal installments on the first, second and third anniversaries of the completion date.
†To view the complete vesting schedule for new options, click here
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Options-for-Options 08/07/2009
Evaluate Your Options Page – continued
Considerations
In order to compare the potential future value of the original eligible option grants with the potential future value of the new stock options, assume that (1) Paul’s eligible options have fully vested, (2) he has not exercised any shares under the eligible options, (3) the eligible options have not yet expired, and (4) eBay’s stock price is $20.00 per share on the completion date. Based on those assumptions, consider what would happen given both an increase or decrease in the per share stock price.
Grant A Comparative Analysis
If eBay’s stock price subsequently falls to $15.00
If eBay’s stock price subsequently rises to $25.00
If eBay’s stock price subsequently rises to $40.00
If eBay’s stock price subsequently rises to $60.00
Value of options under Grant A (if Paul does not exchange Grant A in the Program)
Intrinsic Value = $0
Since Exercise Price ($42.58) > Current Stock Price ($15.00), Paul could not exercise the option and realize a gain.
Intrinsic Value = $0
Since Exercise Price ($42.58) > Current Stock Price ($25.00), Paul could not exercise the option and realize a gain.
Intrinsic Value = $0
Since Exercise Price ($42.58) > Current Stock Price ($40.00), Paul could not exercise the option and realize a gain.
Intrinsic Value = $17,420 (before taxes)
Since Current Stock Price ($60.00) > Exercise Price ($42.58), Paul could realize a gain upon exercise.
Gain Calculation:
(Current Stock Price – Exercise Price) x Number of Shares
= ($60.00 - $42.58) x 1,000 shares
= $17,420 (before taxes)
Value of new stock options (if Paul elects to exchange Grant A in the Program)
Intrinsic Value = $0
Since Exercise Price ($20.00) > Current Stock Price ($15.00), Paul could not exercise the option and realize a gain.
Intrinsic Value = $1,665 (before taxes)
Since Current Stock Price ($25.00) > Exercise Price ($20.00), Paul could realize a gain upon exercise.
Gain Calculation:
(Current Stock Price – Exercise Price) x Number of Shares
= ($25.00 - $20.00) x 333 shares
= $1,665 (before taxes)
Intrinsic Value = $6,660 (before taxes)
Since Current Stock Price ($40.00) > Exercise Price ($20.00), Paul could realize a gain upon exercise.
Gain Calculation:
(Current Stock Price – Exercise Price) x Number of Shares
= ($40.00 - $20.00) x 333 shares
= $6,660 (before taxes)
Intrinsic Value = $13,320 (before taxes)
Since Current Stock Price ($60.00) > Exercise Price ($20.00), Paul could realize a gain upon exercise.
Gain Calculation:
(Current Stock Price – Exercise Price) x Number of Shares
= ($60.00 - $20.00) x 333 shares
= $13,320 (before taxes)
9
Options-for-Options
08/07/2009
Evaluate Your Options Page – continued
Please be sure to review all of the materials provided to you about the Stock Option Exchange election site under “Learn More,” including the Offer to Exchange, before making a decision about whether or not to participate in the Stock Option Exchange Program. You are strongly encouraged to consult with your personal legal counsel, accountant, financial, and/or tax advisor for advice.
points to consider
top
In addition to the examples provided above, please note the following:
1. It’s not a one-for-one exchange. You’ll receive fewer new options than eligible options.
2. Because the exchange ratios for the option exchange are not one-for-one, it is possible that, at some point in the future, options you choose to exchange could be economically more valuable than the new options received by you pursuant to the option exchange.
3. New options granted in the option exchange will be subject to new longer vesting schedules, even if the eligible options you exchange were fully vested.
4. Don’t forget to consider taxes and social insurance contributions. You generally will not be required to recognize income for income taxes, social insurance contributions or other tax purposes at the time of the exchange or when the new options are granted. You generally will recognize income for income tax and social insurance contributions (to the extent you have not exceeded the applicable contribution ceiling) subject to any applicable income tax deferral or exemptions when you exercise your new options after they vest. If you are a resident of or subject to the tax laws in more than one country, you should be aware that there may be additional or different tax consequences and social insurance contributions that may apply to you.
LEARN
EVALUATE
CHOOSE
© 2009 D. F. King & Co., Inc.
10
Options-for-Options 08/07/2009
Choose Whether to Participate Page
TAKE STOCK ebay
STOCK OPTION EXCHANGE PROGRAM
Main Log Out
LEARN
flash tutorial
offer to exchange
Q&As
equity plan documents
additional information
EVALUATE
your eligible options
examples
points to consider
CHOOSE
view personal information
make your election
change your election
Click here to access your E*TRADE account:
E*TRADE’
Questions?
If you have questions, please contact customer support at + 888 795 8691 (toll free from the U.S. and Canada) or + 718 559 4078 (collect from other geographic regions)
To find your international calling prefix, use the drop-down box below:
International Prefix
Choose Whether to Participate
Important Notes
To participate in the Stock Option Exchange Program you must make an election to exchange your eligible options.
You may make your election before 9:00 p.m. PDT on September 11, 2009. The eligible options that will be exchanged in Stock Option Exchange Program (if any) will be determined by the last valid election that we receive before 9:00 p.m. PDT on September 11, 2009.*
Make sure you have reviewed the materials related to the Stock Option Exchange Program, including the Offer to Exchange.
You are strongly encouraged to consult with your personal legal counsel, accountant, financial advisor, and/or tax advisor for further advice.
Before you continue, click in the box to confirm that you have reviewed the Offer to Exchange for the Stock Option Exchange Program.
If you have not reviewed the Offer to Exchange, please click here.
*In the event that eBay extends the offering period by setting a new completion date, you will have until 9:00 p.m. PDT on that new completion date to make, change or withdraw an election.
Continue
Time Remaining to Make, Change or Withdraw an Election: 35 days
Make, change, or withdraw your election before 9 pm PDT Sept. 11, 2009
© 2009 D. F. King & Co., Inc.
11
Options-for-Options 08/07/2009
Make, Change or Withdraw an Election Page
TAKE STOCK ebay
STOCK OPTION EXCHANGE PROGRAM
Main Log Out
Friday, August 7, 2009 8:11:55 PM PDT
Click here to access your E*TRADE account:
E*TRADE’
Questions?
If you have questions, please contact customer support at + 888 795 8691 (toll free from the U.S. and Canada) or + 718 559 4078 (collect from other geographic regions)
To find your international calling prefix, use the drop-down box below:
International Prefix
Make, change, or withdraw your election before 9 pm PDT Sept. 11, 2009
Make, Change or Withdraw An Election
eBay is offering certain eligible employees in Canada a one-time voluntary opportunity to exchange eligible options for new stock options.
The table below displays details of each eligible option grant and the number of new options you are entitled to receive (including the applicable vesting terms) should you choose to exchange the eligible option. The exercise price of the new options will be equal to the closing trading price of eBay’s common stock on the completion date.
Please be aware that this table displays only eligible options and may not reflect all of your eBay equity awards. To view all of your eBay equity awards, click on the link to E*TRADE on the left side of this page.
Yes To All | Clear All
Grant Date (mm/dd/yyyy) Grant Number Total Shares Granted Outstanding And Eligible Exercise Price Full Vesting Date of Eligible Options (mm/dd/yyyy) Expiration Date (mm/dd/yyyy) Exchange Ratio New Options Vesting Schedule for New Options* Exchange Eligible Options?
01/02/2004 210305 1,400 1,165 $31.5000 12/16/2007 01/02/2014 2 to 1 582 100% on September 11, 2010 Yes No
03/01/2004 211480 200 200 $34.6150 03/01/2008 03/01/2014 2.5 to 1 80 100% on September 11, 2010 Yes No
03/01/2005 220136 490 490 $42.5800 03/01/2009 03/01/2015 3 to 1 163 100% on September 11, 2010 Yes No
03/01/2006 235213 500 500 $39.9000 03/01/2010 03/01/2013 3.5 to 1 142 50% on September 11, 2010 50% on September 11, 2011 Yes No
09/01/2006 244561 238 238 $28.1500 09/01/2008 09/01/2013 1.5 to 1 158 100% on September 11, 2010 Yes No
Yes To All | Clear All
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Options-for-Options 08/07/2009
Make, Change or Withdraw an Election Page - continued
* The vesting schedules in the table above assume that the completion date is September 11, 2009. If the offering period is extended, the completion date will be correspondingly delayed and the vesting schedule will be adjusted accordingly. For eligible employees out on a leave of absence, your vesting schedule will be adjusted to reflect your leave status as of the completion date.
Total options eligible for exchange: 2,593
Total eligible options selected: 1,855
You will receive 825 new stock options.
Please note that the new stock options will be issued (and will vest) on a grant-by-grant basis in exchange for your eligible options.
Continue
© 2009 D.F. King & Co., Inc.
13
Options-for-Options 08/07/2009
Agreement to Terms of Election Page
TAKE STOCK ebay
STOCK OPTION EXCHANGE PROGRAM
Main Log Out
Friday, August 7, 2009
8:12:49 PM PDT
Questions?
If you have questions, please contact customer support at + 888 795 8691
(toll free from the U.S. and Canada) or + 718 559 4078
(collect from other geographic regions)
To find your international
calling prefix, use the drop-down box below:
International Prefix
Agreement to Terms of Election
Email Address:
Employee ID:
You have made the following election with respect to your eligible options:
Grant Date (mm/dd/yyyy) Grant Number Total Shares Granted Outstanding And Eligible Exercise Price Full Vesting Date of Eligible Options (mm/dd/yyyy) Expiration Date (mm/dd/yyyy) Exchange Ratio New Options Vesting Schedule for New Options * Exchange Eligible Options?
01/02/2004 210305 1,400 1,165, $31.5000 12/16/2007 01/02/2014 2 to 1 582 100% on September 11, 2010 Yes
03/01/2004 211480 200 200 $34.6150 03/01/2008 03/01/2014 2.5 to 1 80 100% on September 11, 2010 Yes
03/01/2005 220136 490 490 $42.5800 03/01/2009 03/01/2015 3 to 1 163 100% on September 11, 2010 Yes
03/01/2006 235213 500 500 $39.9000 03/01/2010 03/01/2013 3.5 to 1 142 50% on September 11, 2010 50% on September 11, 2011 No
09/01/2006 244561 238 238 $28.1500 09/01/2008 09/01/2013 1.5 to 1 158 100% on September 11, 2010 No
* The vesting schedules in the table above assume that the completion date is September 11, 2009. If the offering period is extended, the completion date will be correspondingly delayed and the vesting schedule will be adjusted accordingly. For eligible employees out on a leave of absence, your vesting schedule will be adjusted to reflect your leave status as of the completion date.
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Options-for-Options 08/07/2009
Agreement to Terms of Election Page - continued
Make, change, or withdraw your election before
9 pm PDT
Sept. 11, 2009
Total options eligible for exchange: 2,593
Total eligible options selected: 1,855
You will receive 825 new stock options.
Please note that the new stock options will be issued (and will vest) on grant-by-grant basis in exchange for your eligible options.
Does this accurately reflect your election? If yes, click “I Agree” to continue. Otherwise, click “Make Changes” to change your election.
[Agreement to Terms of Election]
Before you can continue, click the box to confirm that you acknowledge that your election is subject to the terms, conditions, and restrictions set forth above.
Make Changes I Agree
© 2009 D.F. King & Co., Inc.
15
Options-for-Options
08/07/2009
Election Confirmation Page
TAKE STOCK
STOCK OPTION EXCHANGE PROGRAM
ebay
Main
Log Out
Friday, August 7, 2009
8:16:07 PM PDT
Questions? If you have questions, please contact customer support at
+888 795 8691
(toll free from the U.S. and Canada) or
+718 559 4078
(collect from other geographic regions)
To find your international calling prefix, use the drop-down box below:
International Prefix
Make, change, or withdraw your election before
9 pm PDT
Sept. 11, 2009
Election Confirmation
You have elected to exchange the following eligible stock options (if any) in connection with eBay’s Stock Option Exchange Program.
This is your confirmation of receipt as of August 07, 2009 at 8:16PM PDT. Please print a copy of this page and save it for your records. You will receive an email confirmation at “optionexchange@ebay.com”. (Send confirmation to an additional email address)
Date: August 07, 2009 at 8:16PM PDT
Your Name:
Your Employee ID:
Confirmation Number:
The following table displays details of each of the eligible options that you elected to exchange and the number of new stock options you are entitled to receive (including the applicable vesting terms) based on your election.
Grant Date (mm/dd/yyyy)
01/02/2004
03/01/2004
03/01/2005
03/01/2006
09/01/2006
Grant Number
210305
211480
220136
235213
244561
Total Shares Granted
1,400
200
490
500
238
Outstanding And Eligible
1,165
200
490
500
238
Exercise Price
$31.5000
$34.6150
$42.5800
$39.9000
$28.1500
Full Vesting Date of Eligible Options (mm/dd/yyyy)
12/16/2007
03/01/2008
03/01/2009
03/01/2010
09/01/2008
Expiration Date (mm/dd/yyyy)
01/02/2014
03/01/2014
03/01/2015
03/01/2013
09/01/2013
Exchange Ratio
2 to 1
2.5 to 1
3 to 1
3.5 to 1
1.5 to 1
New Options
582
80
163
142
158
Vesting Schedule for New Options*
100% on September 11, 2010
100% on September 11, 2010
100% on September 11, 2010
50% on September 11, 2010
50% on September 11, 2011
100% on September 11, 2010
Exchange Eligible Options?
Yes
Yes
Yes
No
No
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Options-for-Options 08/07/2009
Election Confirmation Page -- continued
* The vesting schedules in the table above assume that the completion date is September 11, 2009. If the offering period is extended, the completion date will be correspondingly delayed and the vesting schedule will be adjusted accordingly. For eligible employees out on a leave of absence, your vesting schedule will be adjusted to reflect your leave status as of the completion date.
Total options eligible for exchange: 2,593
Total eligible options selected: 1,855
You will receive 825 new stock options.
Please note that the new stock options will be issued (and will vest) on a grant-by-grant basis in exchange for your eligible options.
The exercise price of the new options will be equal to the closing trading price of eBay’s common stock on the completion date.
As a reminder, any eligible options that you have not elected to exchange will remain outstanding under their existing terms.
Disclaimer: All information contained in this Election Confirmation is as of August 07, 2009 at 8:16PM PDT.
Please note that you may change or withdraw your previous election at any time prior to 9:00 p.m. Pacific Daylight Time on September 11, 2009, unless the completion date is extended by eBay. If eBay extends the completion date beyond that time, you may change or withdraw your previous election at any time until the extended completion date. To change your election (including a withdrawal of your previous election to exchange any of your eligible options), you must complete and submit a new Election Form specifying which (if any) of your eligible options you elect to exchange on a grant-by-grant basis before 9:00 Pacific Daylight Time on September 11, 2009, unless the offer is extended by eBay. If you previously elected to participate in the Stock Option Exchange Program but subsequently elected not to participate, you may again participate by completing and submitting a new Election Form specifying which (if any) of your eligible options you elect to exchange on a grant-by-grant basis before 9:00 Pacific Daylight Time on September 11, 2009, unless the offer is extended by eBay.
17
Options-for-Options 08/07/2009
Election Confirmation Page – continued
Please retain this Election Confirmation for your records. The eligible options that you have elected to exchange will no longer appear in your E*TRADE account following the completion of the Stock Option Exchange Program. Please note that it will take a few weeks from the completion of the Stock Option Exchange Program for the new stock option to be reflected in your E*TRADE ACCOUNT.
If you have questions about your eligible options or the Stock Option Exchange Program, please contact customer support at + 888-795-8691 (toll-free from the U.S. or Canada) or + 718-559-4078 (collect from other geographic regions).
After you print your confirmation page, please log out before leaving your computer to protect your security.
Print Election Finished With Election
© 2009 D. F. King & Co., Inc.
18
Options-for-Options 08/07/2009
Election Complete Page
TAKE STOCK ebay
STOCK OPTION EXCHANGE PROGRAM
Main Log Out
Friday, August 7, 2009
8:25:28 PM PDT
Questions?
If you have questions, please contact customer support at
+ 888 795 8691
(toll free from the U.S. and Canada) or
+ 718 559 4078
(collect from other geographic regions)
To find your international calling prefix, use the drop-down box below:
International Prefix
Make, change, or withdraw your election before
9 pm PDT
Sept. 11, 2009
Election Complete
The election process has been completed and you will receive an email confirmation of your election.
Please note you can make changes to your existing election any time before 9:00 p.m. PDT on September 11, 2009, on the Stock Option Exchange election site. To change your existing election, you must follow the same steps as making an initial election.
Thank you for your participation in the Stock Option Exchange Program.
Log Out
© 2009 D. F. King & Co., Inc.
19