Common use of Performance Share Unit Awards Clause in Contracts

Performance Share Unit Awards. The Company will review performance of the Company’s total shareholder return (“TSR”) for the 2015 tranche of Performance Share Units (“PSUs”) in accordance with the terms and conditions of the awards, and such PSUs will either vest immediately after the Distribution Time on the Separation Date (but in any event on or prior to 11:59 p.m. Pacific Daylight Time) or expire without vesting depending on the Company’s TSR relative to the median TSR for eBay’s 2012 peer group. In the event that the Separation Date occurs prior to the end of 2015, for the tranche that could otherwise vest at the end of 2015, the Company will review TSR using the average closing price of a share of common stock of the Company for the 20 consecutive trading days ending on (and including) the last day that is immediately prior to the Separation Date in lieu of the 20 consecutive trading days ending on (and including) the last day of 2015. Based on the whether the Company’s TSR (comparing both the period from January 1, 2015 through the day prior to the Separation Date and the period from January 1, 2012 through the day prior to the Separation Date) exceeds the median TSR for eBay’s 2012 peer group for the same respective period, the PSUs will either vest immediately after the Distribution Time on the Separation Date (but in any event on or prior to 11:59 p.m. Pacific Daylight Time) or expire without vesting. In the event that the Separation Date occurs prior to the end of 2015, the tranche that could otherwise vest for the 2016 performance period will be forfeited even if you continue as a Board member of the Company or PayPal Holdings, Inc. following the Separation Date. In the event that the Separation Date occurs following the end of 2015 but prior to the end of 2016, the determination of whether the 2016 tranche of PSUs will become vested will be treated in the same manner as the 2015 tranche above. In all events, any vested PSUs (after tax withholdings) must be retained by you and may not be sold until on or after December 31, 2017.