FORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN EBAY INC. AND PAYPAL HOLDINGS, INC. DATED AS OF [●], 2015Employee Matters Agreement • May 14th, 2015 • PayPal Holdings, Inc. • Services-business services, nec • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of [●], 2015 (this “Agreement”), is by and between eBay Inc., a Delaware corporation (“eBay”), and PayPal Holdings, Inc., a Delaware corporation (“PayPal”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN EBAY INC. AND PAYPAL HOLDINGS, INC. DATED AS OF [•], 201[•]Separation and Distribution Agreement • May 14th, 2015 • PayPal Holdings, Inc. • Services-business services, nec • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [•], 201[•] (this “Agreement”), is by and between eBay Inc., a Delaware corporation (“eBay”), and PayPal Holdings, Inc., a Delaware corporation (“PayPal”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
PAYPAL HOLDINGS, INC. INDEMNITY AGREEMENTIndemnity Agreement • May 14th, 2015 • PayPal Holdings, Inc. • Services-business services, nec • Delaware
This Indemnity Agreement (this “Agreement”), dated as of [•], 201[•], is made by and between PayPal Holdings, Inc., a Delaware corporation (the “Company”), and , a director and/or officer of the Company (the “Indemnitee”).
FORM OF INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND AMONG EBAY INC., EBAY INTERNATIONAL AG, PAYPAL HOLDINGS, INC., PAYPAL, INC., PAYPAL PTE. LTD. AND PAYPAL PAYMENTS PTE. HOLDINGS S.C.S. DATED AS OF [●]Intellectual Property Matters Agreement • May 14th, 2015 • PayPal Holdings, Inc. • Services-business services, nec • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (“Agreement”), dated as of [●], is by and among eBay Inc., a Delaware corporation (“eBay”), eBay International AG, a company organized under the laws of Switzerland (“eBay AG”), PayPal Holdings, Inc., a Delaware corporation (“PayPal”), PayPal, Inc., a Delaware corporation (“PPI”), PayPal Pte. Ltd., a company organized under the laws of Singapore (“3PL”), and PayPal Payments Pte. Holdings S.C.S., a company organized under the laws of Luxembourg (“PPLUX”) (collectively, the “Parties” and each, individually, a “Party”). Unless otherwise defined herein, all capitalized terms used in this Agreement will have the meanings set forth in Exhibit A. Any capitalized term used and not otherwise defined in this Agreement will have the meaning ascribed to such term in the Separation and Distribution Agreement between the Parties, dated as of [●] (the “Separation and Distribution Agreement”).
PAYPAL HOLDINGS, INC. ELECTING DIRECTOR QUARTERLY AWARD AGREEMENTAward Agreement • May 14th, 2015 • PayPal Holdings, Inc. • Services-business services, nec • Delaware
This award agreement (this “Award Agreement”) sets forth the terms and conditions of an award (this “Award”) of deferred stock units (“DSUs”) granted to you under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as amended from time to time (the “Plan”), and pursuant to your election to defer your annual retainer for your service on the Board.
December 31, 2014PayPal Holdings, Inc. • May 14th, 2015 • Services-business services, nec
FORM OF OPERATING AGREEMENT BY AND BETWEEN EBAY INC. AND PAYPAL HOLDINGS, INC. DATED AS OF [●], 20[●]Operating Agreement • May 14th, 2015 • PayPal Holdings, Inc. • Services-business services, nec
This OPERATING AGREEMENT, dated as of [●], 201[●] (this “Agreement”), is made and entered into by and between PayPal Holdings, Inc., a Delaware corporation (“PayPal”), and eBay Inc., a Delaware corporation (“eBay”). PayPal and eBay are sometimes referred to herein individually as a “Party” and collectively as the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN EBAY INC. AND PAYPAL HOLDINGS, INC. DATED AS OF [•], 201[•]Transition Services Agreement • May 14th, 2015 • PayPal Holdings, Inc. • Services-business services, nec
This TRANSITION SERVICES AGREEMENT, dated as of [•], 201[•], (this “Agreement”), is by and between eBay Inc., a Delaware corporation (“eBay”), and PayPal Holdings, Inc., a Delaware corporation (“PayPal”). This Agreement is effective as of immediately following the Effective Time (i.e., 12:00:00 a.m. Eastern Time on the day immediately following the Distribution Date) (the “TSA Effective Time”).
FORM OF COLOCATION SERVICES AGREEMENT (Data Center Facility Located at , )Colocation Services Agreement • May 14th, 2015 • PayPal Holdings, Inc. • Services-business services, nec
This Colocation Services Agreement (this “CSA”) is entered into by and between (i) eBay Inc., a Delaware corporation (“Provider” or “eBay”), and (ii) PayPal Holdings, Inc., a Delaware corporation (“Customer” or “PayPal”). Provider and Customer are referred to individually herein as a “Party” and collectively as the “Parties.”
Restricted Stock Unit Award Grant Notice (“Grant Notice”) and Restricted Stock Unit Award Agreement PayPal Holdings, Inc. 2211 North First Street San Jose, California 95131 Company Tax ID: [ • ] %%FIRST_NAME%-% %%LAST_NAME%-% Award Number:...Restricted Stock Unit Award Agreement • May 14th, 2015 • PayPal Holdings, Inc. • Services-business services, nec • Delaware
Effective as of %%OPTION_DATE%-% (the “Grant Date”), PayPal Holdings, Inc., a Delaware corporation, (the “Company”), pursuant to its 2015 Equity Incentive Award Plan, as amended from time to time, (the “Plan”), hereby grants to the individual listed below (“Participant”), a Restricted Stock Unit (“RSU”) with respect to %%TOTAL_SHARES_GRANTED%-% (the “Shares”). This Restricted Stock Unit Award (the “Award”) is subject to all of the terms and conditions set forth in this Grant Notice, the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) (including without limitation the restrictions on the Shares set forth in the Agreement), the special provisions for Participant’s country, if any, attached hereto as Exhibit B and the Plan, all of which are incorporated herein by reference. Any capitalized terms used in this Grant Notice without definition shall have the meanings ascribed to such terms in the Plan.
