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.