CEO Employment Letter between eBay and Meg Whitman

January 16, 1998

Ms. Margaret C. Whitman
204 Warren Street
Brookline, MA 02146

Dear Meg:

eBay, Inc. (the "Company" or "eBay") is pleased to offer you a position as Chief Executive Officer, at a salary, payable twice per month, which is equivalent to a yearly salary of $175,000.00. In addition, you will be eligible for an annual bonus up to $100,000.00, solely at the discretion of the Board of Directors. eBay will also compensate you for reasonable out-of-pocket expenses incurred for the relocation of your family and your belongings.

You will also be entitled to the benefits that eBay customarily makes available to employees in positions comparable to yours and it will be recommended to the Board of Directors that you be granted an option for the purchase of 800,000 shares of the Company's Common Stock. The option will be granted under the Company's 1996 Stock Option Plan and, assuming you remain an employee, will vest with respect to 25% of the shares subject to the option one year after the commencement of your employment and, at the end of each month thereafter, with respect to an additional 1/48 of the shares subject to the option; provided, however, that if your employment is terminated by the Company other than for "Cause" during your first year of employment, the option will vest, at the end of each month, with respect to 1/48 of the shares subject to the option. No other acceleration of vesting will occur in connection with any termination of your employment or any acquisition of eBay. At least 100,000 of the shares underlying the stock option must be purchased for cash at the option exercise price, as soon as possible after the grant is approved; these shares will be subject to a repurchase option in favor of the Company to the extent they are "Unvested".

If your employment is terminated by the Company other than for "Cause" at any time during your employment, you will continue to receive salary compensation for an additional six months and, if at the end of such period you remain unemployed, you will be eligible for additional salary compensation for the lesser of (i) six months, or (ii) until you find other employment.

The Company asks....