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): July 6, 2006

eBay Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-24821	77-0430924
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2145 Hamilton Avenue, San Jose, California		95125
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (408) 376-7400

Not Applicable
______________________________________________
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 1.01 Entry into a Material Definitive Agreement.

On July 6, 2006, eBay Inc. announced the departure of Jeff Jordan, President of its PayPal, Inc. subsidiary. A copy of the press release announcing Mr. Jordan's departure is attached as an exhibit to this filing. On July 7, 2006, the Compensation Committee of eBay's Board of Directors (the "Compensation Committee") approved the partial participation of Mr. Jordan in the 2006 annual component of the eBay Incentive Plan. Under the terms approved by the Compensation Committee, eBay will pay to Mr. Jordan 2/3 of the amount he would have received with respect to the 2006 annual component of the eBay Incentive Plan had he remained eligible to receive payment in 2007 with respect to the 2006 annual component, less any applicable withholding taxes. The vesting of Mr. Jordan’s outstanding stock options will also be accelerated by six months at the time of termination of Mr. Jordan’s employment, which is expected to take place in the third quarter of 2006. In addition, the Committee authorized the compan y to enter into a consulting agreement with Mr. Jordan that is expected to be finalized prior to Mr. Jordan’s employment termination date. It is expected that under the terms of the consulting agreement, Mr. Jordan would provide consulting services to eBay on a part-time basis following his employment termination date, and that the agreement would be terminable by either party upon one week’s written notice.

In addition, on July 7, 2006, the Compensation Committee authorized eBay to provide additional relocation assistance to Bob Swan, the company’s Chief Financial Officer, in connection with the sale of his home in Plano, Texas, in light of the condition of that real estate market. This additional relocation assistance is in addition to the relocation package provided to Mr. Swan in his offer letter dated February 10, 2006 and filed on a Form 8-K on February 21, 2006. Under the supplemental relocation assistance package, eBay will pay the difference, if any, between $3,000,000 and the sales price of Mr. Swan’s home, up to a maximum amount of $700,000, and assist with certain other relocation-related costs and expenses associated with the sale of that home (collectively, the "Payment Amount"). In addition, eBay will provide Mr. Swan with a tax reimbursement for income attributed to him arising from the receipt of the Payment Amount. In the event that Mr. Swan voluntarily terminates his employment with eBay or eBay terminates Mr. Swan for cause on or prior to July 7, 2010, Mr. Swan will be obligated to repay to eBay a prorated portion of the Payment Amount, with such repayment obligation decreasing by 1/48th of the total amount for each full month elapsed between July 7, 2006 and any such event. A copy of the agreement between Mr. Swan and eBay is attached as an exhibit to this filing.

Item 8.01 Other Events.

On July 6, 2006, eBay Inc. announced the departure of Jeff Jordan, President of its PayPal, Inc. subsidiary. eBay also announced several other changes to its management team, including the appointment of Rajiv Dutta to replace Mr. Jordan as President of PayPal, and the appointment of Alex Kazim to replace Mr. Dutta as President of Skype. A copy of the press release announcing Mr. Jordan's departure and the other management changes is attached as an exhibit to this filing.

In addition, the Compensation Committee of eBay's Board of Directors (the "Compensation Committee") recently approved changes to eBay’s grant procedures for new hire and promotional stock option grants, effective July 1, 2006. Under the newly-approved procedures, grants to newly-hired employees of fewer than 100,000 shares and grants in connection with the promotion of existing employees that take place outside of the company’s standard semi-annual promotional review process will be made on the second Friday of the mont h following the month in which the employee commenced employment or received any such promotion, as applicable. Grants to newly-hired employees of 100,000 shares or more will be split into two equal tranches, with the first grant being made on the second Friday of the month following the month in which the employee commenced employment, and the second grant being made on the second Friday of the month that is six months following the month in which the initial grant occurred.

Prior to these changes, new hire grants of fewer than 100,000 shares and promotional grants outside of the semi-annual promotional review process were made on a non-discretionary basis on the Friday of the first full week of employment or the Friday following the week in which any such promotion became effective. New hire grants of 100,000 shares or more were previously split into two equal tranches, with the first grant being made on the Friday following the first full week of employment, and the second grant being made 26 weeks from the date of the initial grant.

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.
July 13, 2006	By:	Michael R. Jacobson
		Name: Michael R. Jacobson
		Title: Senior Vice President, Legal Affairs, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
10.01	Letter agreement regarding supplemental relocation assistance dated July 12, 2006 between eBay Inc. and Robert Swan
99.01	Press release dated July 6, 2006, announcing the departure of Jeff Jordan, President of PayPal, Inc., and other management changes at eBay Inc.

EX-10.01

Exhibit 10.01

July 12, 2006

Robert Swan

Dear Bob,

The Compensation Committee of the Board of Directors of eBay Inc. has authorized eBay Inc. (“eBay”) to provide you additional relocation assistance to supplement the relocation package provided to you in your offer letter dated February 10, 2006 and is meant to facilitate your relocation from Plano, Texas to the San Francisco Bay Area in light of the condition of the Plano, Texas residential real estate market.

Consistent with the foregoing, eBay agrees to pay you the difference, if any, between $3,000,000 and the sales price of your Plano, Texas home, up to a maximum amount of $700,000, and assist you with certain other relocation-related costs and expenses associated with the sale of your Plano home (the “Payment Amount”). In addition, eBay agrees to provide you a tax reimbursement for income attributed to you arising from your receipt of any Payment Amount.

In the event that either you voluntarily terminate your employment with eBay or eBay terminates you for Cause on or prior to July 7, 2010, you agree to repay to eBay a prorated portion of the Payment Amount, with such repayment obligation decreasing by 1/48th of the total amount for each full month of employment elapsed between July 7, 2006 and any such event.

For purposes of this agreement, “Cause” shall mean (i) indictment or conviction of any felony or any crime involving dishonesty or moral turpitude; (ii) participation in any fraud against eBay; (iii) gross misconduct; (iv) conduct which in the good faith and reasonable, factual determination of the Board of Directors of eBay Inc. demonstrates unfitness to serve; or (v) willful and material breach of your duties to eBay.

Sincerely,

/s/ Michael R. Jacobson
Michael R. Jacobson
Secretary

AGREED AND ACCEPTED:

/s/ Robert Swan
Robert Swan

July 12, 2006
Date

Exhibit 99.01

eBay Announces Senior Management Changes

San Jose, Calif., July 6, 2006 – eBay Inc. (Nasdaq: EBAY) today announced several changes in the company’s senior management, including the planned departure of PayPal President Jeff Jordan and the elevation of several company leaders into new positions. The changes will help the company leverage the expertise of top executives and further eBay’s efforts to build synergies among its brands.

Jordan, who joined the company in 1999, plans to leave his position in the fall to spend more time with his family. Jordan led eBay North America from 2000 through 2004 and helped it become the premier ecommerce franchise in North America.  He was named President of PayPal in December 2004, and under his tenure PayPal continued to expand on the eBay marketplace and successfully built a thriving business among online merchants outside of eBay. In 2005, PayPal reached $1 billion in revenue for the first time in its history. Since Q3 2004, the last full quarter before Jordan became President of PayPal, total payment volume increased by 89 percent to $8.8 billion, and the number of user accounts jumped 85 percent to 105 million.

“Jeff has had a long and successful career at PayPal and eBay, building two of the most powerful ecommerce and payment brands on the Internet,” said Meg Whitman, President & CEO, eBay Inc. “Jeff’s been a valued colleague and close friend, and while I’m sorry to see him go, I wish him the very best.”

Long-time eBay executive Rajiv Dutta will replace Jordan as President of PayPal. Dutta has been with eBay since 1998, serving in a variety of finance and operating roles. Dutta was eBay’s Chief Financial Officer and head of eBay strategy from 2001 through 2005 during a period of rapid growth and global expansion. Dutta was also closely involved in several major acquisitions, including the acquisition of PayPal in 2002. In early 2006, Dutta was named President of Skype where he has worked closely with Skype CEO and founder Niklas Zennström on managing Skype’s growth and integration with eBay. 

Alex Kazim, currently Vice President of Products for Skype, will assume the role of President of Skype, reporting to Zennström. A seven-year veteran of eBay, Alex has held leadership positions in all of eBay’s businesses, including vice president of eBay’s classifieds businesses and platform solutions group, and vice president of marketing and business operations for PayPal. Working with Zennström, Kazim will be responsible for continuing the growth of the business. Skype now has more than 100 million users, and those people used Skype for 6.9 billion minutes in the first quarter of 2006, a 31% increase over the previous quarter.

In addition, Henry Gomez, currently General Manager of Skype North America, will become Chief Marketing Officer and Director of Country Operations Worldwide for Skype, a newly created role in which he will be responsible for worldwide marketing and local business activities around the world. Gomez is a 6-year eBay veteran who ran eBay’s marketing PR, corporate communications and government relations operations prior to joining Skype last November. Gomez will also report directly to Zennström. Don Albert, Director of Business Development for Skype North America, will replace Gomez as General Manager of Skype North America.

eBay also named Lorrie Norrington President of eBay International effective immediately. Norrington, who had been President and CEO of Shopping.com, will now be responsible for all of eBay’s international marketplaces, as well as Shopping.com. Norrington replaces Matt Bannick who, as previously announced, will spearhead eBay’s initiatives in corporate philanthropy and the developing world. Norrington joined Shopping.com as president and CEO in June 2005 after four years as an officer of Intuit, Inc. and 20 years of leadership in several global businesses at General Electric, where she gained valuable experience in managing and growing large operational functions.

Josh Silverman will assume day-to-day operations at Shopping.com. Silverman, who will take the title of General Manager, most recently served as Vice President of Products for Shopping.com. Prior to that, Silverman held a variety of management positions at eBay, including Vice President for eBay Netherlands and Marktplaats.nl. Before joining eBay, Silverman was a co-founder and CEO of Evite. 

“We have the leading brands in ecommerce, online payments, and online communications. Transferring leadership across those businesses allows us to better innovate and collaborate throughout the company,” said Whitman. “Rajiv and Lorrie bring proven leadership abilities to their new positions, and Alex, Henry, Don and Josh demonstrate the range and depth of our next generation of leaders.”

About eBay Inc.

Founded in 1995, eBay pioneers communities built on commerce, sustained by trust, and inspired by opportunity. eBay enables ecommerce on a local, national and international basis with an array of websites – including the eBay Marketplaces, PayPal, Skype, Kijiji, Rent.com and Shopping.com – that bring together millions of buyers and sellers every day.

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