Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 14, 2007, the compensation committee of the board of directors (the "Committee") of eBay Inc. (the "Company") adopted the eBay Inc. Deferred Compensation Plan (the "Plan"), effective as of January 1, 2008, under which eligible members of the Company's senior management ("Participants") may defer receipt of their compensation, including up to 50% of their salaries, up to 100% of their bonuses and, to the extent permitted by the Committee, up to 100% of their restricted stock units. The Company may, but has no obligation to, make discretionary contributions on behalf of a Participant, in such form and amount as the Company deems appropriate, in its sole discretion.

Participant elections with respect to deferrals of compensation and distributions must generally be made in the year preceding that in which the compensation is earned, except that the Committee may permit a newly eligible Participant to make deferral elections up to 30 days after he or she first becomes eligible to participate in the Plan. Participants may only change existing elections with respect to distributions if they satisfy certain requirements set forth in the Plan, including that they do so no later than 12 months prior to the first scheduled distribution and that they extend their deferral elections by at least five years.

Participants may elect one or more investment funds, as designated by the Committee, to be used to determine the additional amounts to be credited to their Plan accounts. These investment funds are for measurement purposes only, and a Participant's election of any such investment fund is hypothetical and is not an actual investment of his or her Plan account in any such investment funds. The Plan is an "unfunded" plan for state and federal tax purposes, and Participants have the rights of unsecured creditors of the Company with regard to their Plan accounts.

Participants may elect to receive distributions of their accounts (i) while still in the service of the Company, in either a lump sum or in two to 15 annual installments occurring (or beginning) no earlier than one year after the year in which the deferred compensation was earned, or (ii) upon the Participant's separation from service or disability, each as defined in the plan, on the first business day of the seventh calendar month following the date of separation from service or disability.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.

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