0001065088-11-000019 Sample Contracts

CREDIT AGREEMENT Dated as of November 7, 2006 among EBAY INC. as the Borrower,
Credit Agreement • July 22nd, 2011 • Ebay Inc • Services-business services, nec • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of November 7, 2006, among EBAY INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.

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GSI Commerce, Inc.
Performance Award Agreement • July 22nd, 2011 • Ebay Inc • Services-business services, nec

Threshold is attained, then the corresponding portion of the Award Amount is considered earned, regardless of the Business Unit's performance in a subsequent Performance Period, subject to the vesting conditions described in Section 3 of this Agreement. The maximum Award Amount under this Agreement with respect to all Performance Periods shall be $30,000,000 (i.e., $7,500,000 multiplied by each of the four EBITDA Thresholds attained). The Compensation Committee of the Board may take reasonable action to adjust either the EBITDA Thresholds or the manner in which EBITDA is determined with respect to any current or future Performance Period to reflect one or more of the following: (i) items related to a change in accounting principles; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Co

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