September 11, 2006 Jeffrey Jordan Dear Jeff:
Exhibit 10.02
September 11, 2006
Xxxxxxx Xxxxxx
Dear Xxxx:
This letter sets forth the substance of the separation agreement (the “Agreement”) that eBay
(the “Company”) is offering to aid you with your employment transition.
1. SEPARATION. Your last day of active employment with the Company is anticipated to be September 11, 2006 (the “Separation Date”). The Company will pay you all accrued salary, subject to standard
payroll deductions and withholdings, earned through the Separation Date. You will also be paid all
accrued and unused vacation time earned through the Separation Date, subject to standard payroll
deductions and withholdings.
2. EBAY INCENTIVE PLAN. You will receive 2/3rds of the amount you would have otherwise
received with respect to the annual component of the eBay Incentive Plan (eIP) for 2006 had you
remained eligible for this component under eIP. Payment of such compensation, if any, will be paid
out in accordance with the standard plan schedule and will be subject to standard deductions and
withholdings. Because you will not be employed for the entire third quarter, pursuant to the terms
of the program, you will not be eligible to receive any quarterly eIP payment for Q3 2006.
3. STOCK OPTIONS. As an additional benefit, you will receive additional (accelerated) vesting of
your stock options for six (6) months as of the Separation Date. Except as otherwise set forth
herein, vesting will cease on the Separation Date. You are allowed to exercise your vested stock
options during the time period set forth in your stock option agreements.
4. OTHER COMPENSATION OR BENEFITS. You acknowledge that, except as expressly provided in this
Agreement, you will not receive nor are you entitled to receive any additional compensation,
severance or benefits after the Separation Date.
5. EXPENSE REIMBURSEMENTS. Within ten (10) days of the Separation Date, you will submit your final
documented expense reimbursement statement reflecting any and all authorized business expenses you
incurred through the Separation Date for which you seek reimbursement. The Company will reimburse
you for such expenses pursuant to its regular business practice.
6. RETURN OF COMPANY PROPERTY. By the Separation Date, you will return to the Company all Company
documents (and all copies thereof) and other Company property and materials in your possession, or
your control, including, but not limited to, Company files, notes, memoranda, correspondence,
lists, drawings, records, plans and forecasts, financial information, personnel information,
customer and customer prospect information, sales and marketing information, product development
and pricing information, specifications, computer-recorded information, tangible property, credit
cards, entry cards, identification badges and keys; and any
materials of any kind which contain or embody any proprietary or confidential material of the
Company (and all reproductions thereof); provided, however, that to facilitate your work in connection with the
Consulting Agreement entered into on the
date hereof, you may continue to use your Company supplied laptop, PDA, and phone for Company related business,
during the course of such agreement.
7. PROPRIETARY INFORMATION OBLIGATIONS. You acknowledge your continuing obligations under your
Employee Proprietary Information and Inventions Agreement (a copy of which is attached hereto as
Exhibit A), which include but are not limited to the obligation to refrain from any unauthorized
use or disclosure of any confidential or proprietary information of the Company.
8. NONDISPARAGEMENT. You agree not to disparage the Company, the Company’s officers, directors,
employees, shareholders and agents, affiliates and subsidiaries in any manner likely to be harmful
to them or their business, business reputation or personal reputation. eBay’s executive officers
agree that they will not disparage you in any manner likely to be harmful to your personal or
business reputation. Nothing herein is intended to prevent either party from responding accurately
and fully to any question, inquiry or request for information when required by legal process.
Failure to comply with this provision shall be a material breach of this Agreement.
9. RELEASE OF CLAIMS. In consideration for the payments and other promises and undertakings
contained in this Agreement to which you would not otherwise be entitled, and except as otherwise
set forth in this Agreement, you release, acquit and forever discharge the Company, its parents and
subsidiaries, and its and their respective officers, directors, agents, servants, employees,
attorneys, shareholders, successors, assigns and affiliates, of and from any and all claims,
liabilities, demands, charges, causes of action, costs, expenses, attorneys fees, damages,
indemnities and obligations of every kind and nature, in law, equity, or otherwise, which you
assert or could assert against the Company at common law or under any statute, rule, regulation,
order or law, whether federal, state or local, on any ground whatsoever, known and unknown,
suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to
agreements, events, acts or conduct at any time prior to and including the date you sign this
Agreement, including but not limited to: all such claims and demands directly or indirectly arising
out of or in any way connected with your employment with the Company or the termination of that
employment; claims or demands related to salary, bonuses, commissions, stock, stock options, or any
other ownership interests in the Company, vacation or other time off pay, fringe benefits, expense
reimbursements, severance pay, or any other form of compensation; any and all causes of action,
including but not limited to actions for breach of contract, express or implied, breach of the
covenant of good faith and fair dealing, express or implied, wrongful termination in violation of
public policy, all other claims for wrongful termination and constructive discharge, and all other
tort claims, including, but not limited to, intentional or negligent infliction of emotional
distress, invasion of privacy, negligence, negligent investigation, negligent hiring, supervision
or retention, assault and battery, false imprisonment, defamation, intentional or negligent
misrepresentation, fraud, and any and all claims arising under any federal, state or local law or
statute, including, but not limited to, the California Fair Employment and Housing Act; Title VII
of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Fair Labor Standards Act; the
Employee Retirement and Income Security Act; the Americans with Disabilities Act, 42 U.S.C. § 1981;
the Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the Family and Medical Leave
Act; the California Family Rights Act; the California Labor Code; the California Civil Code; the
California Constitution; and any and all other laws and regulations relating to employment
termination, employment discrimination, harassment or retaliation, claims for wages, hours,
benefits, compensation, and any and all claims for attorneys’ fees and costs, inasmuch as is
permissible by law and by the respective governmental enforcement agencies for the above-listed
laws.
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10. RELEASE OF UNKNOWN CLAIMS. You acknowledge that you have read and understand Section 1542 of
the California Civil Code, which reads as follows: “A general release does not extend to claims
which the creditor does not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his settlement with the debtor.” You
hereby knowingly, intentionally, and expressly waive and relinquish all rights and benefits under
that section and any law of any jurisdiction of similar effect with respect to your release of any
unknown or unsuspected claims you may have against the Company.
11. MISCELLANEOUS. This Agreement, including all exhibits, constitutes the complete, final and
exclusive embodiment of the entire agreement between you and the Company with regard to this
subject matter. It is entered into without reliance on any promise or representation, written or
oral, other than those expressly contained herein, and it supersedes any other such promises,
warranties or representations, prior agreements and communications, whether oral or written, as to
the specific subjects of this letter by and between you and the Company. This Agreement may not be
modified or amended except in writing signed by both you and a duly authorized officer of the
Company. This Agreement will bind the heirs, personal representatives, successors and assigns of
both you and the Company, and inure to the benefit of both you and the Company, their heirs,
successors and assigns. If any provision of this Agreement is determined to be invalid or
unenforceable, in whole or in part, this determination will not affect any other provision of this
Agreement and the provision in question will be modified by the court so as to be rendered
enforceable. No waiver by the Company of any right under this Agreement shall be construed as a
waiver of any other right, nor shall any waiver by the Company of any breach of this Agreement be a
waiver of any preceding or succeeding breach. This Agreement will be deemed to have been entered
into and will be construed and enforced in accordance with the laws of the State of California as
applied to contracts made and to be performed entirely within California.
12. I ACKNOWLEDGE THAT I HAVE BEEN ADVISED BY THIS WRITING, AS REQUIRED BY THE AGE DISCRIMINATION
IN EMPLOYMENT ACT (ADEA) AND THE OLDER WORKERS’ BENEFIT PROTECTION ACT (OWBPA), THAT: (a) MY
WAIVER AND RELEASE DO NOT APPLY TO ANY RIGHTS OR CLAIMS THAT MAY ARISE AFTER THE EXECUTION DATES OF
THIS AGREEMENT; (b) I HAVE BEEN ADVISED HEREBY THAT I HAVE THE RIGHT TO CONSULT WITH AN ATTORNEY
PRIOR TO EXECUTING THIS AGREEMENT; (c) I HAVE TWENTY-ONE (21) DAYS TO CONSIDER THIS AGREEMENT
(ALTHOUGH I MAY CHOOSE TO VOLUNTARILY EXECUTE THIS AGREEMENT EARLIER); (d) I HAVE SEVEN (7) DAYS
FOLLOWING THE EXECUTION OF THIS AGREEMENT TO REVOKE THE AGREEMENT; AND (e) THIS AGREEMENT WILL NOT
BE EFFECTIVE UNTIL THE DATE UPON WHICH THE RESPECTIVE REVOCATION PERIOD HAS EXPIRED, WHICH WILL BE
THE EIGHTH DAY AFTER THIS AGREEMENT IS EXECUTED BY ME, PROVIDED THAT THE COMPANY HAS ALSO EXECUTED
THIS AGREEMENT BY THAT DATE.
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Upon acceptance of this Agreement, please sign below within the timeframe specified above and
return the executed original to me. Upon your signature below, this will become our binding
agreement with respect to your separation from the Company and its terms merging and superceding in
their entirety all other or prior agreements and communications, whether written or oral, by you
and eBay as to the specific subjects of this Agreement.
| eBay Inc. |
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| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Xxxxxxx Xxxxxxxx | ||||
| Senior VP, General Counsel | ||||
I UNDERSTAND AND AGREE TO THE TERMS CONTAINED IN THIS AGREEMENT AND INTEND, BY MY SIGNATURE BELOW,
TO BE LEGALLY BOUND BY THOSE TERMS. I AM SIGNING THIS RELEASE KNOWINGLY, WILLINGLY AND VOLUNTARILY
IN EXCHANGE FOR THE SEVERANCE BENEFITS DESCRIBED ABOVE:
/s/ Xxxxxxx Xxxxxx
|
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Xxxxxxx Xxxxxx |
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