Common use of Corporate Bonus Plans Clause in Contracts

Corporate Bonus Plans. (i) No later than the Effective Time, PayPal shall establish the PayPal Incentive Plans, which, through December 31, 2015, shall have substantially comparable terms as of immediately prior to the Effective Time as the corresponding eBay Incentive Plans in which the PayPal Group Employee participated as of immediately prior to the Effective Time, with such changes to the applicable performance goals as may be necessary in order to reflect the PayPal Business following the Separation, and such other changes, modifications or amendments to the PayPal Incentive Plans as may be required by applicable Law. PayPal Group Employees shall be eligible to participate in the PayPal Incentive Plans as of the Effective Time to the extent that they were eligible to participate in the eBay Incentive Plans as of immediately prior to the Effective Time. (ii) The applicable determining body, person or group of persons of the PayPal Group shall be responsible for determining all bonus awards that would otherwise be payable under the PayPal Incentive Plans to PayPal Group Employees or Former PayPal Group Employees for any performance periods that are open when the Effective Time occurs. The PayPal Group shall also determine for PayPal Group Employees or Former PayPal Group Employees (A) the extent to which established performance criteria (as interpreted by the applicable determining body, person or group of persons of the PayPal Group, in its sole discretion) have been met, and (B) the payment level for each PayPal Group Employee or Former PayPal Group Employee. The PayPal Group shall assume all Liabilities with respect to any such bonus awards payable to PayPal Group Employees or Former PayPal Group Employees for any performance periods that are open when the Effective Time occurs and thereafter, and any other Liabilities relating to PayPal Group Employees or Former PayPal Group Employees under the eBay Incentive Plans and no member of the eBay Group shall have any obligations with respect thereto. (iii) The applicable determining body, person or group of persons of eBay Group shall be responsible for determining all bonus awards that would otherwise be payable under the eBay Incentive Plans to eBay Group Employees or Former eBay Group Employees for any performance periods that are open when the Effective Time occurs. The eBay Group shall also determine for eBay Group Employees or Former eBay Group Employees (A) the extent to which established performance criteria (as interpreted by the applicable determining body, person or group of persons of the eBay Group, in its sole discretion) have been met, and (B) the payment level for each eBay Group Employee or Former eBay Group Employee. The eBay Group shall retain (or assume as necessary) all Liabilities with respect to any such bonus awards payable to eBay Group Employees or Former eBay Group Employees for any performance periods that are open when the Effective Time occurs and thereafter, and no member of the PayPal Group shall have any obligations with respect thereto.

Corporate Bonus Plans. (i) No later than Before the Effective Time, PayPal SpinCo shall establish the PayPal SpinCo Non-Equity Incentive PlansPlan, which, through December 31, 2015for not less than the Corporate Bonus Continuation Period, shall have substantially comparable the same terms as of immediately prior to the Effective Time as the corresponding eBay Rayonier Non-Equity Incentive Plans in which the PayPal Group Employee participated as of immediately prior to the Effective Time, Plan with such changes to the applicable performance goals as may be necessary in order to reflect the PayPal SpinCo Business following the Separation. Notwithstanding the foregoing, and during the Corporate Bonus Continuation Period, SpinCo may make such other changes, modifications or amendments to the PayPal SpinCo Non-Equity Incentive Plans Plan as may be required by applicable Law. PayPal Law or as are necessary and appropriate to reflect the Separation, it being understood that any such changes, modifications or amendments shall not result in bonus award opportunities that are less favorable than those applicable under the Rayonier Non-Equity Incentive Plan to the SpinCo Group Employees shall be eligible to participate who were participants in the PayPal Rayonier Non-Equity Incentive Plans as of the Effective Time to the extent that they were eligible to participate in the eBay Incentive Plans as of Plan immediately prior to the Effective Time. (ii) The applicable determining bodyIn respect of any bonus award opportunities outstanding under the Rayonier Annual Corporate Bonus Program as of immediately prior to the Effective Time, person or group the Performance Period (as such term is defined in the Rayonier Annual Corporate Bonus Program) of persons such awards shall terminate as of immediately prior to the Effective Time and bonus awards shall be determined as soon as reasonably practicable after the Effective Time and paid in accordance with the terms of the PayPal Rayonier Annual Corporate Bonus Program as in effect as of immediately prior to the Effective Time. As of the Effective Time, the Liability in respect of such bonus awards allocable to SpinCo Group Employees (or Former SpinCo Group Employees, as applicable) shall be responsible assumed by the SpinCo Group based on the accrual for determining all bonus awards that would otherwise be payable under such employees as of immediately prior to the PayPal Incentive Plans to PayPal Effective Time, and upon the determination of the actual amount of the bonuses for the SpinCo Group Employees (or Former PayPal SpinCo Group Employees, as applicable) by Rayonier following the Effective Time, any such additional Liability shall be assumed by the SpinCo Group retroactively effective as of the Effective Time. Rayonier and SpinCo shall pay the amounts awarded to their respective Employees for any performance periods that are open when no later than March 15 of the calendar year after the calendar year in which the Effective Time occurs. The PayPal Group shall also determine for PayPal Group Employees , subject to each such Employee’s continued employment with Rayonier or Former PayPal Group Employees SpinCo (as applicable) through the date that such bonus awards are paid, except as otherwise determined by the Compensation Committee of the Board of Directors of such Employee’s employer. (iii) As soon as practicable after the Effective Time, (A) Rayonier shall grant to Rayonier Group Employees participating in the extent Rayonier Annual Corporate Bonus Program immediately prior to which established performance criteria (the Effective Time new bonus award opportunities with a Performance Period commencing as interpreted by the applicable determining body, person or group of persons of the PayPal GroupDistribution Date and ending as of the last day of the calendar year in which the Effective Time occurs, which awards shall be paid based on the achievement of performance objectives established in its sole discretion) have been metaccordance with the terms of the Rayonier Annual Corporate Bonus Program, and (B) the payment level for each PayPal Group Employee or Former PayPal Group Employee. The PayPal Group SpinCo shall assume all Liabilities with respect grant to any such bonus awards payable to PayPal SpinCo Group Employees or Former PayPal Group Employees for any performance periods that are open when participating in the Rayonier Annual Corporate Bonus Program immediately prior to the Effective Time occurs and thereafter, and any other Liabilities relating to PayPal Group Employees or Former PayPal Group Employees under the eBay Incentive Plans and no member new bonus award opportunities with a Performance Period commencing as of the eBay Group shall have any obligations with respect thereto. (iii) The applicable determining body, person or group of persons of eBay Group shall be responsible for determining all bonus awards that would otherwise be payable under the eBay Incentive Plans to eBay Group Employees or Former eBay Group Employees for any performance periods that are open when the Effective Time occurs. The eBay Group shall also determine for eBay Group Employees or Former eBay Group Employees (A) the extent to which established performance criteria (and ending as interpreted by the applicable determining body, person or group of persons of the eBay Group, in its sole discretion) have been met, and (B) the payment level for each eBay Group Employee or Former eBay Group Employee. The eBay Group shall retain (or assume as necessary) all Liabilities with respect to any such bonus awards payable to eBay Group Employees or Former eBay Group Employees for any performance periods that are open when the Effective Time occurs and thereafter, and no member last day of the PayPal Group calendar year in which the Distribution occurs, which awards shall have any obligations be paid based on the achievement of performance objectives established in accordance with respect theretothe terms of the SpinCo Annual Corporate Bonus Program.

Corporate Bonus Plans. (i) No later than Before the Effective Time, PayPal SpinCo shall establish the PayPal SpinCo Non-Equity Incentive PlansPlan, which, through December 31, 2015for not less than the Corporate Bonus Continuation Period, shall have substantially comparable the same terms as of immediately prior to the Effective Time as the corresponding eBay Rayonier Non-Equity Incentive Plans in which the PayPal Group Employee participated as of immediately prior to the Effective Time, Plan with such changes to the applicable performance goals as may be necessary in order to reflect the PayPal SpinCo Business following the Separation. Notwithstanding the foregoing, and during the Corporate Bonus Continuation Period, SpinCo may make such other changes, modifications or amendments to the PayPal SpinCo Non-Equity Incentive Plans Plan as may be required by applicable Law. PayPal Law or as are necessary and appropriate to reflect the Separation, it being understood that any such changes, modifications or amendments shall not result in bonus award opportunities that are less favorable than those applicable under the Rayonier Non-Equity Incentive Plan to the SpinCo Group Employees shall be eligible to participate who were participants in the PayPal Rayonier Non-Equity Incentive Plans as of the Effective Time to the extent that they were eligible to participate in the eBay Incentive Plans as of Plan immediately prior to the Effective Time. (ii) The applicable determining bodyIn respect of any bonus award opportunities outstanding under the Rayonier Annual Corporate Bonus Program as of immediately prior to the Effective Time, person or group the Performance Period (as such term is defined in the Rayonier Annual Corporate Bonus Program) of persons such awards shall terminate as of immediately prior to the Effective Time and bonus awards shall be determined and paid in accordance with the terms of the PayPal Rayonier Annual Corporate Bonus Program as of the Effective Time. As of the Effective Time, the Liability in respect of such bonus awards allocable to SpinCo Group Employees (or Former SpinCo Group Employees, as applicable) shall be responsible for determining all bonus awards that would otherwise be payable under assumed by SpinCo. Rayonier and SpinCo shall pay the PayPal Incentive Plans amounts awarded to PayPal Group their respective Employees or Former PayPal Group Employees for any performance periods that are open when no later than March 15 of the calendar year after the calendar year in which the Effective Time occurs. The PayPal Group shall also determine for PayPal Group Employees , subject to each such Employee’s continued employment with Rayonier or Former PayPal Group Employees SpinCo (as applicable) through the date that such bonus awards are paid, except as otherwise determined by the Compensation Committee of the Board of Directors of such Employee’s employer. (iii) As soon as practicable after the Effective Time, (A) Rayonier shall grant to Rayonier Group Employees participating in the extent Rayonier Annual Corporate Bonus Program immediately prior to which established performance criteria (the Effective Time new bonus award opportunities with a Performance Period commencing as interpreted by the applicable determining body, person or group of persons of the PayPal GroupDistribution Date and ending as of the last day of the calendar year in which the Effective Time occurs, which awards shall be paid based on the achievement of performance objectives established in its sole discretion) have been metaccordance with the terms of the Rayonier Annual Corporate Bonus Program, and (B) the payment level for each PayPal Group Employee or Former PayPal Group Employee. The PayPal Group SpinCo shall assume all Liabilities with respect grant to any such bonus awards payable to PayPal SpinCo Group Employees or Former PayPal Group Employees for any performance periods that are open when participating in the Rayonier Annual Corporate Bonus Program immediately prior to the Effective Time occurs and thereafter, and any other Liabilities relating to PayPal Group Employees or Former PayPal Group Employees under the eBay Incentive Plans and no member new bonus award opportunities with a Performance Period commencing as of the eBay Group shall have any obligations with respect thereto. (iii) The applicable determining body, person or group of persons of eBay Group shall be responsible for determining all bonus awards that would otherwise be payable under the eBay Incentive Plans to eBay Group Employees or Former eBay Group Employees for any performance periods that are open when the Effective Time occurs. The eBay Group shall also determine for eBay Group Employees or Former eBay Group Employees (A) the extent to which established performance criteria (and ending as interpreted by the applicable determining body, person or group of persons of the eBay Group, in its sole discretion) have been met, and (B) the payment level for each eBay Group Employee or Former eBay Group Employee. The eBay Group shall retain (or assume as necessary) all Liabilities with respect to any such bonus awards payable to eBay Group Employees or Former eBay Group Employees for any performance periods that are open when the Effective Time occurs and thereafter, and no member last day of the PayPal Group calendar year in which the Distribution occurs, which awards shall have any obligations be paid based on the achievement of performance objectives established in accordance with respect theretothe terms of the SpinCo Annual Corporate Bonus Program.

Corporate Bonus Plans. (i) No later than Before the Effective Time, PayPal SpinCo shall establish the PayPal SpinCo Non-Equity Incentive PlansPlan, which, through December 31, 2015for not less than the Corporate Bonus Continuation Period, shall have substantially comparable the same terms as of immediately prior to the Effective Time as the corresponding eBay Rayonier Non-Equity Incentive Plans in which the PayPal Group Employee participated as of immediately prior to the Effective Time, Plan with such changes to the applicable performance goals as may be necessary in order to reflect the PayPal SpinCo Business following the Separation. Notwithstanding the foregoing, and during the Corporate Bonus Continuation Period, SpinCo may make such other changes, modifications or amendments to the PayPal SpinCo Non-Equity Incentive Plans Plan as may be required by applicable Law. PayPal Law or as are necessary and appropriate to reflect the Separation, it being understood that any such changes, modifications or amendments shall not result in bonus award opportunities that are less favorable than those applicable under the Rayonier Non-Equity Incentive Plan to the SpinCo Group Employees shall be eligible to participate who were participants in the PayPal Rayonier Non-Equity Incentive Plans as of the Effective Time to the extent that they were eligible to participate in the eBay Incentive Plans as of Plan immediately prior to the Effective Time. (ii) The applicable determining bodyIn respect of any bonus award opportunities outstanding under the Rayonier Annual Corporate Bonus Program as of immediately prior to the Effective Time, person or group the Performance Period (as such term is defined in the Rayonier Annual Corporate Bonus Program) of persons such awards shall terminate as of immediately prior to the Effective Time and bonus awards shall be determined as soon as reasonably practicable after the Effective Time and paid in accordance with the terms of the PayPal Rayonier Annual Corporate Bonus Program as in effect as of immediately prior to the Effective Time. As of the Effective Time, the Liability in respect of such bonus awards allocable to SpinCo Group Employees (or Former SpinCo Group Employees, as applicable) shall be responsible assumed by the SpinCo Group based on the accrual for determining all bonus awards that would otherwise be payable under such employees as of immediately prior to the PayPal Incentive Plans to PayPal Effective Time, and upon the determination of the actual amount of the bonuses for the SpinCo Group Employees (or Former PayPal SpinCo Group Employees, as applicable) by Rayonier following the Effective Time, any such additional Liability shall be assumed by the SpinCoGroup retroactively effective as of the Effective Time. Rayonier and SpinCo shall pay the amounts awarded to their respective Employees for any performance periods that are open when no later than March 15 of the calendar year after the calendar year in which the Effective Time occurs. The PayPal Group shall also determine for PayPal Group Employees , subject to each such Employee’s continued employment with Rayonier or Former PayPal Group Employees SpinCo (as applicable) through the date that such bonus awards are paid, except as otherwise determined by the Compensation Committee of the Board of Directors of such Employee’s employer. (iii) As soon as practicable after the Effective Time, (A) Rayonier shall grant to Rayonier Group Employees participating in the extent Rayonier Annual Corporate Bonus Program immediately prior to which established performance criteria (the Effective Time new bonus award opportunities with a Performance Period commencing as interpreted by the applicable determining body, person or group of persons of the PayPal GroupDistribution Date and ending as of the last day of the calendar year in which the Effective Time occurs, which awards shall be paid based on the achievement of performance objectives established in its sole discretion) have been metaccordance with the terms of the Rayonier Annual Corporate Bonus Program, and (B) the payment level for each PayPal Group Employee or Former PayPal Group Employee. The PayPal Group SpinCo shall assume all Liabilities with respect grant to any such bonus awards payable to PayPal SpinCo Group Employees or Former PayPal Group Employees for any performance periods that are open when participating in the Rayonier Annual Corporate Bonus Program immediately prior to the Effective Time occurs and thereafter, and any other Liabilities relating to PayPal Group Employees or Former PayPal Group Employees under the eBay Incentive Plans and no member new bonus award opportunities with a Performance Period commencing as of the eBay Group shall have any obligations with respect thereto. (iii) The applicable determining body, person or group of persons of eBay Group shall be responsible for determining all bonus awards that would otherwise be payable under the eBay Incentive Plans to eBay Group Employees or Former eBay Group Employees for any performance periods that are open when the Effective Time occurs. The eBay Group shall also determine for eBay Group Employees or Former eBay Group Employees (A) the extent to which established performance criteria (and ending as interpreted by the applicable determining body, person or group of persons of the eBay Group, in its sole discretion) have been met, and (B) the payment level for each eBay Group Employee or Former eBay Group Employee. The eBay Group shall retain (or assume as necessary) all Liabilities with respect to any such bonus awards payable to eBay Group Employees or Former eBay Group Employees for any performance periods that are open when the Effective Time occurs and thereafter, and no member last day of the PayPal Group calendar year in which the Distribution occurs, which awards shall have any obligations be paid based on the achievement of performance objectives established in accordance with respect theretothe terms of the SpinCo Annual Corporate Bonus Program.