0001181431-12-021164.txt : 20120402 0001181431-12-021164.hdr.sgml : 20120402 20120402170037 ACCESSION NUMBER: 0001181431-12-021164 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120328 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20120402 DATE AS OF CHANGE: 20120402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EBAY INC CENTRAL INDEX KEY: 0001065088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 770430924 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24821 FILM NUMBER: 12734009 BUSINESS ADDRESS: STREET 1: 2145 HAMILTON AVENUE CITY: SAN JOSE STATE: CA ZIP: 95125 BUSINESS PHONE: 408-376-7400 MAIL ADDRESS: STREET 1: 2145 HAMILTON AVENUE CITY: SAN JOSE STATE: CA ZIP: 95125 8-K 1 rrd340875.htm MARCUS APPOINTMENT Prepared By R.R. Donnelley Financial -- Form 8-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  03/28/2012
 
eBay Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-24821
 
Delaware
  
77-0430924
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
2145 Hamilton Avenue, San Jose, California
(Address of principal executive offices, including zip code)
 
408-376-7400
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On March 29, 2012, eBay Inc. ("eBay" or the "Company") announced that it had named PayPal executive David Marcus as President of PayPal, effective April 2, 2012. As previously announced, John Donahoe, eBay's President and Chief Executive Officer, has been serving as President of PayPal on an interim basis since Scott Thompson stepped down from the position in January 2012.

Mr. Marcus, 38, previously served PayPal as Vice President and General Manager of Mobile from August 2011. Prior to joining PayPal, Mr. Marcus was the founder of Zong, a leading provider of payment services through mobile carrier billing, and served as its Chief Executive Officer from April 2008 to August 2011. Prior to Zong, Mr. Marcus was the founder of Echovox, a mobile media monetization company, and served as its Chief Executive Officer from November 2000 to March 2008. Prior to Echovox, Mr. Marcus was the founder of GTN Telecom, an alternative telecom business, from September 1996 to July 2000.

eBay and Mr. Marcus have entered into an offer letter dated March 29, 2012 and executed on March 30, 2012. Under the terms of the offer letter, Mr. Marcus will be paid an annual base salary of $620,000. Mr. Marcus will also be eligible to participate in the eBay Incentive Plan, with a target annual bonus of 100% of his base salary.

In accordance with the terms of the offer letter, the Compensation Committee of eBay's Board of Directors has granted Mr. Marcus:

       --An option to purchase 54,005 shares of eBay common stock to be granted on April 2, 2012. The option will vest with respect to 12.5% of the shares on the six-month anniversary of the grant date and with respect to an additional 1/48 of the shares monthly thereafter (assuming continued employment with an eBay company on each vesting date).

       --A target award of 45,005 performance-based restricted stock units ("PBRSUs") effective April 2, 2012. The actual amount of the PBRSU award will be determined based on the Company's two-year performance period from 2012 through 2013. PBRSUs earned will be granted in early 2014, with 50% of the shares subject to the award vesting on or about April 1, 2014 and the remaining 50% of the shares vesting on or about April 1, 2015 (assuming continued employment with an eBay company on each vesting date), subject to necessary withholding for applicable taxes.

       --An award of 27,003 restricted stock units ("RSUs") to be granted on April 2, 2012, which will vest over four years from the date of grant at a rate of 25% a year on April 1 of each year with the first vesting date occurring on April 1, 2013 (assuming continued employment with an eBay company on each vesting date), subject to necessary withholding for applicable taxes.

       --An additional award of 90,009 RSUs to be granted on April 2, 2012, which will vest over four years from the date of grant at a rate of 25% a year on April 1 of each year with the first vesting date occurring on April 1, 2013 (assuming continued employment with an eBay company on each vesting date), subject to necessary withholding for applicable taxes.

In addition, the offer letter provides that if Mr. Marcus is terminated without cause (as such term is defined in Mr. Marcus' offer letter), he is entitled to the following severance arrangements:

       --If the termination occurs prior to April 2, 2014, the Company will provide a payment equal to two times the sum of (a) Mr. Marcus' annual base salary in effect immediately prior to his termination date and (b) a bonus replacement amount equal to 100% of his base salary as in effect immediately prior to his termination date.

       --If the termination occurs on or after April 2, 2014, Mr. Marcus will be treated in a manner consistent with similarly situated executives.

The offer letter provides that Mr. Marcus' employment is "at-will." A copy of the offer letter described above is attached as an exhibit to this report.

 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
           
eBay Inc.
 
 
Date: April 02, 2012
     
By:
 
/s/    Brian H. Levey
               
Brian H. Levey
               
Vice President, Deputy General Counsel, and Assistant Secretary
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-10.
  
Offer letter dated March 29, 2012 and executed on March 30, 2012 between eBay Inc. and Mr. Marcus
EX-10 2 rrd340875_37495.htm OFFER LETTER DATED MARCH 29, 2012 AND EXECUTED ON MARCH 30, 2012 BETWEEN EBAY INC. AND MR. MARCUS DC12095.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing

Exhibit 10.01

March 29, 2012

David Marcus

This letter confirms your appointment by the Compensation Committee of the Board of Directors of eBay Inc. (the "Compensation Committee") to the position of President, PayPal effective April 2, 2012 (the "Effective Date"). You shall continue to report to the President and Chief Executive Officer of eBay Inc. ("eBay" or the "Company").

As of the Effective Date, your annual base salary will be $620,000, payable bi-weekly in accordance with the Company's normal payroll practices. You will continue to be eligible to participate in the eBay Incentive Plan ("eIP") with an annual bonus based on individual achievement as well as company performance. Your target bonus for the eIP is 100% of your annual base salary, pro-rated based on the eligible earnings paid while you are employed in an eIP eligible position during the annual bonus period. The payment of any bonus is at eBay's sole and absolute discretion and subject to the terms and conditions of the eIP. eBay reserves the right, in its sole discretion, to amend, change or cancel the eIP at any time. The Compensation Committee shall review your base salary and target annual incentive bonus at least annually and shall modify such amounts as the Compensation Committee deems appropriate.

You will be granted a stock option to purchase 54,005 shares of eBay's common stock on April 2, 2012, which will be granted under and subject to the terms and conditions of eBay's current stock plans (the "Plans") as well as the terms and conditions of the stock option agreement (which will be provided to you as soon as practicable after the date of grant). The exercise price for the stock option will be no less than the fair market value of eBay's common stock on the date of grant, as determined by the Board of Directors. Generally, the stock option will vest and become exercisable (assuming your continued employment with an eBay company on each vesting date) over four years at the rate of 12.5% of the shares subject to the option on the six month anniversary of the date of grant and, at the end of each month thereafter, with respect to an additional 1/48 of the shares subject to the option.

You will also be granted 27,003 restricted stock units (RSUs) on April 2, 2012, which will be granted under and subject to the terms and conditions of the Plans as well as the terms and conditions of the RSU agreement (which will be provided to you as soon as practicable after the grant date). Generally, the award of RSUs will vest and become non-forfeitable (assuming your continued employment with an eBay company on each vesting date) over four years at the rate of 25% on April 1st of each year with the first vesting date occurring on April 1, 2013, subject to necessary withholding for applicable taxes.

You will also be granted a target award of 45,005 performance-based RSUs (PBRSUs) which will be granted under and subject to the terms and conditions of the Plans as well as the terms

and conditions of the applicable agreement (which will be provided to you as soon as practicable after the grant date). The PBRSUs will cover performance over the period January 1, 2012 through December 31, 2013. The target award will be applied only to this performance period. The actual amount of the award will be determined based on Company performance and will be subject to the terms and conditions of the performance plan approved by the Compensation Committee. PBRSUs earned based on Company performance for the two-year period will be granted in early 2014 and will vest and become non-forfeitable (assuming your continued employment with an eBay company on each vesting date) as follows: 50% of the shares subject to the award on or about April 1, 2014 (the "Initial Vest Date") and the remaining 50% of the shares on the first anniversary of the Initial Vest Date, subject to necessary withholding for applicable taxes. Your PBRSU award is subject to approval by the Compensation Committee and the terms of the Company's PBRSU program.

Additionally, you will be granted an additional award of 90,009 RSUs to be granted under and subject to the terms and conditions of the Plans as well as the terms and conditions of the RSU agreement (which will be provided to you as soon as practicable after the grant date). Generally, the additional award of RSUs will vest and become non-forfeitable (assuming your continued employment with an eBay company on each vesting date) over four years at the rate of 25% on April 1st of each year with the first vesting date occurring on April 1, 2013, subject to necessary withholding for applicable taxes.

For the avoidance of doubt, nothing in this letter shall change the terms and conditions of any equity grants you may have already received since joining eBay. In addition, you will continue to be eligible for the benefits that eBay customarily makes available to employees in positions comparable to yours.

Your employment at the Company is "at-will" and either you or the Company may terminate your employment at any time, with or without cause or advance notice. The at-will nature of the employment relationship can only be changed by written agreement signed by eBay's SVP of Human Resources. Other terms, conditions, job responsibilities, compensation and benefits may be adjusted by the Company from time to time in its sole discretion.

Although your employment at the Company remains "at-will" as set forth above, if your employment is involuntarily terminated by the Company other than for "Cause" prior to the second anniversary from the Effective Date then, subject to you executing and not revoking the Company's standard form of release within 60 days after the date of your termination of employment, the Company shall provide you with a lump sum severance payment, payable not later than 10 days after you execute the release, in an amount calculated as follows: the severance payment shall be equal to two times the sum of (a) your annual base salary as in effect immediately prior to your termination date and (b) your Bonus Replacement Amount (as defined). For purposes of calculating your severance payment, your "Bonus Replacement Amount" will be equal to 100% of your base salary as in effect immediately prior to your termination date. For purposes of this paragraph, "Cause" shall mean your failure to substantially perform your assigned duties, other than failure resulting from your death or complete incapacity due to physical or mental illness or impairment, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; (ii) your

commission of any felony (or any other crime having a material adverse effect on the Company); or (iii) your commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against the Company.

You will continue to be subject to the Mutual Arbitration Agreement, Employee Proprietary Information and Inventions Agreement, Insider Trading Agreement and other Company policies that you agreed to when you joined eBay.

This letter, along with the supplemental documents identified herein, contain the entire agreement with respect to your employment. Kindly indicate your consent to this agreement by signing copies of this letter and returning them to me. Upon your signature below, this will become our binding agreement with respect to your employment and its terms merging and superseding in their entirety all other prior offers, agreements and communications, whether written or oral, by you and the Company as to the specific subjects of this letter.

David, we are very excited about your new position and are confident you will have a tremendous impact on the business.

Very truly yours,

/s/ Beth Axelrod
Beth Axelrod
Senior Vice President, Human Resources
eBay Inc.

ACCEPTED:

/s/ David Marcus
David Marcus

Date: March 30, 2012