EXHIBIT 10.25
EBAY INC.
1999 GLOBAL EQUITY INCENTIVE PLAN, AS AMENDED
STOCK OPTION AGREEMENT FOR (TEMPLATE)
Pursuant to your Notice of Grant of Stock Options ("Grant Notice") and
this Stock Option Agreement, eBay Inc. (the "Company") has granted you an option
under its 1999 Global Equity Incentive Plan (the "Plan") to purchase the number
of shares of the Company's Common Stock indicated in your Grant Notice at the
exercise price indicated in your Grant Notice. This option is intended to be a
nonstatutory stock option; it is not intended to qualify as an incentive stock
option under Section 422 of the United States Internal Revenue Code of 1986 (the
"Code"). Defined terms not explicitly defined in this Stock Option Agreement but
defined in the Plan shall have the same definitions as in the Plan.
The details of your option are as follows:
1. VESTING. Subject to the limitations contained herein, your option will vest
as provided in your Grant Notice, provided that vesting will cease upon the
termination of your Continuous Service (upon notice of termination, if
termination of Continuous Service is for Cause, or would have been for Cause but
for your earlier delivery of notice of termination of Continuous Service), and
may be exercised after such termination only as set forth below. "CAUSE" shall
mean the commission of an act of theft, embezzlement, fraud, dishonesty or a
breach of fiduciary duty to the Company or an Affiliate.
2. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common Stock
subject to your option and the exercise price per share referenced in your Grant
Notice may be adjusted from time to time for Capitalization Adjustments, as
provided in the Plan.
3. METHOD OF PAYMENT. Payment of the exercise price is due in full for the
applicable number of shares of Common Stock upon exercise of all or any part of
your option. You may elect to make payment of the exercise price in any manner
PERMITTED BY YOUR GRANT NOTICE, which may include one or both of the following:
(a) By cash or by check; or
(b) In the Company's sole discretion at the time your option is exercised
and provided that at the time of exercise the Common Stock is publicly traded
and quoted regularly in The Wall Street Journal, pursuant to a broker-assisted
cashless exercise program developed under Regulation T as promulgated by the
Federal Reserve Board that, prior to the issuance of Common Stock, results in
either the receipt of cash (or check) by the Company or the receipt of
irrevocable instructions to pay the aggregate exercise price to the Company from
the sales proceeds.
4. WHOLE SHARES. You may exercise your option only for whole shares of Common
Stock.
5. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained
herein, you may not exercise your option unless the shares of Common Stock
issuable upon such exercise are then registered under the Securities Act or, if
such shares of Common Stock are not then so registered, the Company has
determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of your option must also comply
with other applicable laws and regulations governing your option, and you may
not exercise your option if the Company determines that such exercise would not
be in material compliance with such laws and regulations.
6. TERM. You may not exercise your option before the commencement of its term or
after its term expires. The term of your option commences on the Date of Grant
and expires upon the EARLIEST of the following:
(a) three (3) months after the termination of your Continuous Service for
any reason other than Cause, Disability or death, provided that if during any
part of such three-month period your option is not exercisable solely because of
the condition set forth in the preceding paragraph relating to "Securities Law
Compliance," your option shall not expire until the earlier of the Expiration
Date or until it shall have been exercisable for an aggregate period of three
(3) months after the termination of your Continuous Service;
(b) the date of termination of Continuous Service if such termination is
due to Cause;
(c) twelve (12) months after the termination of your Continuous Service
due to your Disability;
(d) twelve (12) months after the termination of your Continuous Service if
you die either during your Continuous Service or within three (3) months after
your Continuous Service terminates (other than for Cause or Disability);
(e) the Expiration Date indicated in your Grant Notice; or
(f) the day before the tenth (10th) anniversary of the Date of ▇▇▇▇▇.
7. EXERCISE.
(a) You may exercise the vested portion of your option (and the unvested
portion of your option if your Grant Notice so permits) during its term by
delivering a Notice of Exercise (in a form designated by the Company) together
with the exercise price to the Company's Stock Administrator, or to such other
person as the Company may designate, during regular business hours, together
with such additional documents as the Company may then require.
(b) By exercising your option you agree that, as a condition to any
exercise of your option, the Company may require you to enter into an
arrangement providing for the payment by you to the Company or an Affiliate of
any tax withholding obligation of the Company or an Affiliate arising by reason
of (1) the exercise of your option, (2) the lapse of any substantial risk of
forfeiture to which the shares of Common Stock are subject at the time of
exercise, or (3) the disposition of shares of Common Stock acquired upon such
exercise.
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8. TRANSFERABILITY. Your option is not transferable, except by will or by the
laws of descent and distribution, and is exercisable during your life only by
you. Notwithstanding the foregoing, by delivering written notice to the Company,
in a form satisfactory to the Company, you may designate a third party who, in
the event of your death, shall thereafter be entitled to exercise your option to
the extent permitted under local laws.
9. STANDARD ACKNOWLEDGEMENT & WAIVER. By entering into this Agreement and
accepting the grant of an option evidenced hereby, you acknowledge that: (i) the
Plan is discretionary in nature and may be amended, suspended or terminated by
the Company at any time; (ii) the grant of the option is voluntary and
occasional and does not create any contractual or other right to receive future
grants of options, or benefits in lieu of options, even if options have been
granted repeatedly in the past; (iii) all determinations with respect to any
such future grants, including, but not limited to, the times when options shall
be granted, the number of shares subject to each option, the option price, and
the time or times when each option shall be exercisable, will be at the sole
discretion of the Company; (iv) your participation in the Plan shall not create
a right to further employment with your employer and shall not interfere with
the ability of your employer to terminate your employment relationship at any
time with or without cause; (v) your participation in the Plan is voluntary;
(vi) the value of the option is an extraordinary item of compensation which is
outside the scope of your employment contract, if any; (vii) the option is not
part of normal or expected compensation or salary for any purposes, including,
but not limited to calculating any severance, resignation, termination,
redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments; (viii) the future value of the
underlying shares is unknown and cannot be predicted with certainty; (ix) if the
underlying shares do not increase in value, the option will have no value (x) in
the event that you are not an employee of the Company, the option grant will not
be interpreted to form an employment contract or relationship with the Company;
and furthermore, the option grant will not be interpreted to form an employment
contract with your employer or any Affiliate of the Company; (xi) if you
exercise your option and obtain shares, the value of those shares acquired upon
exercise may increase or decrease in value, even below the option price; (xii)
no claim or entitlement to compensation or damages arises from termination of
the options or diminution in value of the options or shares purchased through
exercise of the options and you irrevocably release the Company and your
employer from any such claim that may arise; and (xiii) notwithstanding any
terms or conditions of the Plan to the contrary, in the event of involuntary
termination of your employment, your right to receive options and vest in
options under the Plan, if any, will terminate effective as of the date that you
are no longer actively employed and will not be extended by any notice period
mandated under local law (e.g., active employment would not include a period of
"garden leave" or similar period pursuant to local law); furthermore, in the
event of involuntary termination of employment, your right to exercise the
options after termination of employment, if any, will be measured by the date of
termination of your active employment and will not be extended by any notice
period mandated under local law.
10. TAX REPORTING AND PAYMENT LIABILITY. The Company will assess its
requirements regarding tax, social insurance and any other payroll tax
("tax-related items") withholding and reporting in connection with the option,
including the grant, vesting or exercise of the option or sale of shares
acquired pursuant to such exercise. These requirements may change from time to
time as laws or interpretations change. Regardless of the Company's or your
employer's actions in this regard, you hereby acknowledge and agree that the
ultimate liability for any and all tax-
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related items is and remains your responsibility and liability and that the
Company and/or your employer (1) make no representations nor undertakings
regarding treatment of any tax-related items in connection with any aspect of
the option grant, including the grant, vesting or exercise of the option and the
subsequent sale of shares acquired pursuant to such exercise; and (2) do not
commit to structure the terms of the grant or any aspect of the option to reduce
or eliminate your liability regarding tax-related items.
11. WITHHOLDING OBLIGATIONS.
(a) At the time you exercise your option, in whole or in part, or at any
time thereafter as requested by the Company, you hereby authorize Company/and or
your employer to withhold from payroll and any other amounts payable to you, and
otherwise agree to make adequate provision for (including by means of a
"cashless exercise" pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board to the extent permitted by the Company)
any sums required to satisfy the federal, state, local and foreign tax
withholding obligations of the Company or an Affiliate and/or your employer, if
any, which arise in connection with your option.
(b) Upon your request and subject to approval by the Company, in its sole
discretion, and compliance with any applicable conditions or restrictions of
law, the Company may withhold from fully vested shares of Common Stock otherwise
issuable to you upon the exercise of your option a number of whole shares of
Common Stock having a Fair Market Value, determined by the Company as of the
date of exercise, not in excess of the minimum amount of tax required to be
withheld by law.
(c) Alternatively, or in addition, if permissible under local law, the
Company may sell or arrange for the sale of shares that you acquire to meet the
tax withholding obligations of the Company, an Affiliate and/or your employer.
(d) You may not exercise your option unless the tax withholding
obligations of the Company and/or any Affiliate and your employer are satisfied.
Accordingly, you may not be able to exercise your option when desired even
though your option is vested, and the Company shall have no obligation to issue
a certificate for such shares of Common Stock or release such shares of Common
Stock from any escrow provided for herein.
12. DATA PRIVACY CONSENT. As a condition of the grant of the option, you consent
to the collection, use and transfer of your personal data as described in this
paragraph. You understand that the Company and its Subsidiaries hold certain
personal information about you, including your name, home address and telephone
number, date of birth, social insurance number or identification number, salary,
nationality, job title, any shares of Stock or directorships held in the
Company, details of all options or any other entitlement to shares of Stock
awarded, canceled, exercised, vested, unvested or outstanding in your favor, for
the purpose of implementing, managing and administering the Plan ("Data"). You
further understand that the Company and/or an Affiliate will transfer Data
amongst themselves as necessary for the purpose of implementation,
administration and management of your participation in the Plan, and that the
Company and/or an Affiliate may each further transfer Data to any third parties
assisting the Company in the implementation, administration and management of
the Plan. You understand that these recipients may be located in the European
Economic Area, or elsewhere, such as the
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United States or Canada, and that the recipient's country may have different
data privacy laws and protections than your country. You authorize them to
receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing your
participation in the Plan, including any requisite transfer of such Data to a
broker or other third party with whom you may elect to deposit any shares of
Common Stock acquired upon exercise of the option as may be required for the
administration of the Plan and/or the subsequent holding of shares of Common
Stock on your behalf. You understand that Data will be held only as long as is
necessary to implement, administer and manage your participation in the Plan.
You understand that you may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary
amendments to it or refuse or withdraw the consents herein, in any case without
cost, by contacting in writing your local Human Resources representative.
Refusal or withdrawal of consent may, however, affect your ability to exercise
or realize benefits from the option. For more information on the consequences of
your refusal to consent or withdrawal of consent, you understand that you may
contact your local Human Resources representative.
13. NOTICES. Any notices provided for in your option or the Plan shall be given
in writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by mail by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the last address
you provided to the Company.
14. GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions of the
Plan, the provisions of which are hereby made a part of your option, and is
further subject to all interpretations, amendments, rules and regulations which
may from time to time be promulgated and adopted pursuant to the Plan. In the
event of any conflict between the provisions of your option and those of the
Plan, the provisions of the Plan shall control. If you have received this or any
other document related to the Plan translated into a language other than English
and if the translated version is different from the English version, the English
version will control.
15. GOVERNING LAW AND JURISDICTION. Your option shall be governed by and
construed in accordance with the internal laws of the State of Delaware, without
regard to that body of law pertaining to choice of law or conflict of law. Any
legal or equitable action to enforce your option may only be brought in a
federal or state court within the geographical jurisdiction of which lies the
Company's headquarters (or within the State of California if the Company's
headquarters are no longer within the United States of America). No action to
enforce this agreement may be brought outside the United States of America
except an action to enforce the final judgment of such a court of law.
I acknowledge that I have been provided with information regarding the Plan
which I have read and understand.
By:________________________ Date:___________________________________
Optionholder
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EBAY INC.
STOCK OPTION EXERCISE AGREEMENT
I, ______________________, (the "Optionee") hereby elect to purchase the number
of shares of Common Stock of eBay Inc. (the "Company") as indicated below:
NAME: _______________________________________ NUMBER OF SHARES:___________________________
SOCIAL INSURANCE/IDENTIFICATION NUMBER: PRICE PER SHARE:____________________________
_______________________________________
ADDRESS:_____________________________________ TOTAL OPTION PRICE:_________________________
_____________________________________ DATE OF GRANT:______________________________
_____________________________________ TYPE OF GRANT: [ ] ISO [ ] NQ (check one)
NAME ON CERTIFICATE:_________________________________________________________________________
DELIVERY OF SHARES: [ ] Certificate to the address indicated above; or (check one)
[ ] Via electronic delivery (DTC) to my brokerage account numbered:_____
1. Delivery of Purchase Price and Taxes, if exercising a non-qualified stock
option. The Optionee hereby delivers to the Company the Aggregate Purchase
Price, to the extent permitted in my Option Agreement (the "Option
Agreement") as follows (check one):
[ ] in cash (by check) in the amount of $____________________, receipt of
which is acknowledged by the Company;
[ ] by wire through a "same-day-sale" commitment, delivered herewith,
from Optionee and the NASDAQ Dealer named therein, in the amount
of $________________________________.
2. TAX CONSEQUENCES. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE
TAX CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF THE
SHARES. OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX
CONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE
AND/OR DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE
COMPANY FOR ANY TAX ADVICE.
3. Entire Agreement. The Plan, Option Agreement and Notice of Grant of Stock
Option (the "Notice") are incorporated herein by reference. This Exercise
Agreement, the Plan, the Option Agreement and the Notice constitute the
entire agreement and understanding of the parties and supersede in their
entirety all prior understandings and agreements of the Company and
Optionee with respect to the subject matter hereof, and are governed by
California law except for that body of law pertaining to choice of law or
conflict of law.
Date: ________________________________ _______________________________
Signature of Optionee