Employment Agreement - eBay Inc. and Michael Jacobson
[eBay letterhead]
August 20, 1998
Michael Jacobson
1114 Hamilton Ave.
Palo Alto, CA 94301
Dear Mike:
eBay Inc. (the "Company" or "eBay") is pleased to offer you the exempt
position of Vice President, General Counsel and Secretary at a salary of $6,250
payable twice per month, which is equivalent to an annual salary of $150,000.
You shall also receive a one-time employment bonus of $50,000 upon acceptance
of this offer. The employment bonus will be non-refundable as long as you
remain an employee for at least one year. In the event that your employment
ceases prior to completion of one year, the employment bonus shall be refundable
pro-rata to eBay Inc. In addition, the company may award you discretionary
bonuses from time to time.
You will be entitled to the benefits that eBay customarily makes available
to employees in positions comparable to yours and it will be recommended to the
Board of Directors that you be granted an option for the purchase of 83,334
shares of the Company's Common Stock (based on the three for one forward split
anticipated upon the effective date of the Company's proposed Initial Public
Offering your option for 83,334 shares would automatically become an option for
250,002 shares). The option will be granted under the Company's Current Stock
Option Plan and, assuming you remain an employee, your option shares shall be
divided into two grants for vesting purposes. The first option consists of
5,000 option shares (15,000 post-split option shares), and the second option
consists of the remaining 78,334 option shares (235,002 post-split option
shares). The 5,000 option shares shall completely vest 5 months from your start
date. The remaining 78,334 option shares shall vest with respect to 25% of the
shares subject to the option one year after the commencement of your employment
and, at the end of each month thereafter, with respect to an additional 1/48 of
the shares subject to the option; provided, however, that if your employment is
terminated by the Company other than for "Cause" during your first year of
employment, the option will vest, at the end of each month, with respect to 1/48
of the shares subject to the option. No other acceleration of vesting will
occur in connection with acquisition of eBay, but you would be treated like
others in the management group if such a change in control were to occur.
<PAGE>
As a condition of your employment, you must complete the "Employee
Proprietary Information and Inventions Agreement" prior to commencing
employment. In part, this Agreement requires that a departing employee refrain
unauthorized use or disclosure of eBay's confidential information (as defined in
the Agreement). This Agreement does not prevent a former employee from using
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know-how and expertise in any new field or position. If you should have any
questions about the "Employee Proprietary Information and Inventions Agreement,"
please call me.
Under federal immigration laws, the Company is required to verify each new
employee's identity and legal authority to work in the United States.
Accordingly, please be prepared to furnish appropriate documents satisfying
those requirements; this offer of employment is conditioned on submission of
satisfactory documentation. Enclosed is a list of the required documents.
We hope that you and eBay will find mutual satisfaction with your
employment. You will be subject to a 90-day introductory period beginning with
the date of your initial employment. During this time, you and eBay will have
the opportunity to evaluate your compatibility, ability and interest in the job.
At or near conclusion of the introductory period, I will conduct a review of
your performance. Your employment may be terminated at any time, with or
without cause, during or after this period, should such termination be deemed
necessary or appropriate by you or eBay.
All of us at eBay are very excited about you joining our team and look
forward to a beneficial and fruitful relationship. However, should any dispute
arise with respect to your employment or the termination of that employment, we
both agree that such dispute shall be conclusively resolved by final, binding
and confidential arbitration in accordance with the Voluntary Labor Arbitration
Rules of the American Arbitration Association (AAA) at the AAA office in San
Jose, rather than by a jury court or administrative agency. The Company will
bear all AAA administrative costs and fees of any such arbitration.
This letter and the "Employee Proprietary Information and Inventions
Agreement" contain the entire agreement with respect to your employment. The
terms of this offer may only be changed by written agreement, although the
Company may from time to time, in its sole discretion, adjust the salaries and
benefits paid to you and its other employees. Should you have any questions
with regard to any of the items indicated above, please call me. Kindly indicate
your consent to this employment agreement by
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signing and returning a copy of this letter and a completed "Employee
Proprietary Information and Inventions Agreement" to me by the close of business
on Thursday, August 20, 1998. 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 or prior agreements and communications
by you and eBay as to the specific subjects of this letter.
Very truly yours,
/s/ Meg Whitman
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Meg Whitman
President and CEO
CC: Leslie Kornblum, HR Manager
ACCEPTED:
/s/ Michael Jacobson 8/24/98
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Michael Jacobson Date
Anticipated Start Date: 8/24/98
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Preferred e-mail address:___________________ @ebay.com
<PAGE>
IMMIGRATION REFORM & CONTROL ACT REQUIREMENTS
The Immigration Reform & Control Act requires employers to receive documentation
verifying an employee's identity and legal right to work in the United States.
Please review the list below and bring the appropriate documentation (originals
only no copies please) with you on your first day of work.
ONE DOCUMENT FROM LIST A:
LIST A
U.S. Passport
Certificate of U.S. Citizenship
Certificate of Naturalization
Unexpired foreign passport with employment authorization
Alien Registration Card with photograph
OR ONE DOCUMENT FROM LIST B AND FROM LIST C:
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LIST B LIST C
State driver's license Original Social Security Card
Or ID with photo and
Personal data
U.S. military card Birth certificate bearing state, county
Or municipal authority seal
Unexpired INS employment
authorization