![]() Assets shall have the meaning set forth in the Separation and Distribution Agreement. Ancillary Agreement shall have the meaning set forth in the Separation and Distribution Agreement. Agreement shall have the meaning set forth in the preamble to this Agreement and shall include all Schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 9.17. ![]() Affiliate shall have the meaning set forth in the Separation and Distribution Agreement. Action shall have the meaning set forth in the Separation and Distribution Agreement. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to them in the Separation and Distribution Agreement. For purposes of this Agreement, the following terms shall have the meanings set forth below. NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: WHEREAS, in addition to the matters addressed by the Separation and Distribution Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions of certain employment, compensation and benefit matters that have been agreed by the Parties in connection with the Separation. WHEREAS, in order to effectuate the Separation and Distribution, eBay and PayPal have entered into a Separation and Distribution Agreement, dated as of July 17, 2015 (the Separation and Distribution Agreement) and WHEREAS, in furtherance of the foregoing, the eBay Board has determined that it is appropriate and desirable to separate the PayPal Business from the eBay Business (the Separation) and, following the Separation, make a distribution, on a pro rata basis, to holders of eBay Shares on the Record Date of all the outstanding PayPal Shares owned by eBay (the Distribution) WHEREAS, the board of directors of eBay (the eBay Board) has determined that it is in the best interests of eBay and its shareholders to create a new publicly traded company that shall operate the PayPal Business (as defined below) This EMPLOYEE MATTERS AGREEMENT, dated as of July 17, 2015 (this Agreement), is by and between eBay Inc., a Delaware corporation ( eBay), and PayPal Holdings, Inc., a Delaware corporation ( PayPal). Paid Time Off, Holidays and Leaves of AbsenceĬounterparts Entire Agreement Corporate PowerĮBay Benefit Plans to Be Replicated by PayPal (subject to the terms of the Agreement)ĮBay Benefit Plans Not Required to Be Replicated by PayPal ![]() Benefit PlansĪRTICLE IV EQUITY, INCENTIVE AND EXECUTIVE COMPENSATIONĪRTICLE VI NONQUALIFIED DEFERRED COMPENSATION PLAN EX-10.4 7 d31081dex104.htm EX-10.4 EX-10.4ĪRTICLE II GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES
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