Employment Agreement - eBay Inc. and Steve Westly
EBAY INC.
2005 Hamilton Avenue, Suite 270
San Jose, CA 95125
August 8, 1997
Steve Westly
2120 Camino de los Robles
Menlo Park, CA
94025
Dear Steve:
eBay, Inc. (the "Company" or "eBay") is pleased to offer you the position
"Vice-President of Sales and Business Development", at a salary, payable every
other week, which is equivalent to a yearly salary of $120,000.00. In addition,
you will be paid a $25,000 one-time signing bonus upon the commencement of your
employment.
eBay, Inc. is also pleased to inform you that 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 will be granted an option for the purchase of 264,000 shares of the
Company's Common Stock. The option will be granted under the Company's Stock
Option Plan and, assuming you remain an employee, will 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 without "Cause" during your first
year of employment, shares will vest, at the end of each month, with respect to
1/48 of the shares subject to the option.
Furthermore, during your first year of employment, you will be eligible for
an additional $30,000.00 and an option for the purchase of 12,000 additional
shares based on your achievement of mutually agreed-upon objectives. These
objectives are outlined in Attachment A.
The Company asks that you complete the "Employee Information and Inventions
Agreement" prior to commencing employment. In part, this Agreement requests
that a departing employee refrain from using or disclosing eBay's Confidential
Information (as defined in the Agreement) in any manner which might be
detrimental to or conflict with the business interests of eBay or its employees.
This Agreement does not prevent a former employee from using his or her general
--------
knowledge and experience no matter when or how gained in any new field or
position. If you should have any questions about the "Employee Confidential
Information and Inventions Agreement," please call me.
--------------------------------------
/1/ Definition included in this letter
<PAGE>
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.
We hope that you and eBay will find mutual satisfaction with your
employment. All of us at eBay are very excited about your joining our team and
look forward to a beneficial and fruitful relationship. Nevertheless, employees
have the right to terminate their employment at any time with or without cause
or notice, and the Company reserves for itself an equal right. We both agree
that any dispute arising with respect to your employment, the termination of
that employment, or a breach of any covenant of good faith and fair dealing
related to your employment, shall be conclusively settled by final and binding
arbitration in accordance with the Voluntary Labor Arbitration Rules of the
American Arbitration Association (AAA) at the AAA office in San Jose.
This letter and the "Employee Confidential 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 signing and returning a
copy of this letter to me. This offer, if not endorsed will expire at 7:00 p.m.
on August 10, 1997.
Very truly yours, ACCEPTED:
/s/ Jeffrey Skoll /s/ Steve Westly 8/8/97
----------------- ---------------- ------
Jeffrey Skoll Steve Westly Date
President
<PAGE>
"CAUSE"
For the purposes of this offer, the term "Cause" means (i) the conviction of any
felony or any crime involving moral terpitude or dishonesty; (ii) participation
in a fraud or act of dishonesty against the Company which adversely affects the
Company in a material way; (iii) willful breach of the Company's policies which
adversely affects the Company in a material way; (iv) causing intentional damage
to the Company's property or business; (v) conduct which constitutes gross
insubordination or incompetence; (vi) habitual neglect of duties; or (vii)
conduct which demonstrates gross unfitness to serve; provided that the action or
conduct described in clauses (iii), (v) and (vii) above will constitute "Cause"
only if such action or conduct continues after the Company has provided Employee
with written notice thereof and a reasonable opportunity (to be not less than 30
days nor more than 90 days) to cure the same. For the above purposes, a
termination by the Company without Cause includes a termination of employment by
the Employee within 30 days following any of the following events: (x) the
assignment of any duties to Employee inconsistent with, or reflecting a
materially adverse change in, Employee's position, duties, responsibilities or
status with the Company, or the removal of Employee from, or failure to reelect
Employee to, any of such positions; or (y) the relocation of the Company's
principal executive offices, or relocating Employee's principal place of
business, in excess of fifty (50) miles from the Company's current executive
offices.