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



On June 15, 2022, the Compensation Committee of the Board of Directors of PayPal
Holdings, Inc. (the "Company") approved the terms of a letter agreement dated
June 15, 2022 between the Company and Gabrielle Rabinovitch (the "Letter
Agreement") in connection with Ms. Rabinovitch's previously announced
appointment as the Company's interim Chief Financial Officer, including the
following:
•RSU Grant: Ms. Rabinovitch was granted a service-based restricted stock unit
award with a grant date value of $1.5 million (the "RSU Grant") under the
Company's Amended and Restated 2015 Equity Incentive Award Plan (the "Plan"),
effective as of June 15, 2022 (the "Grant Date"). The RSU Grant will vest over
three years from the Grant Date: one-third of such grant will vest on the first
anniversary of the Grant Date and the remainder will vest in eight equal
quarterly installments thereafter, subject to Ms. Rabinovitch's continued
employment with the Company on each applicable vesting date.
•PBRSU Grant: Ms. Rabinovitch was granted a performance-based restricted stock
unit award with a target grant date value of $1.5 million (the "PBRSU Grant")
under the Plan, effective as of the Grant Date. The PBRSU Grant will vest on
March 1, 2025, with the number of shares issuable in respect of such award to be
determined in accordance with the achievement of Company performance conditions
set forth in the underlying award agreement, based on the same performance
metrics that apply generally to Company executives for the 2022-2024 performance
period, subject to Ms. Rabinovitch's continued employment with the Company on
the vesting date.
•Bonus: Ms. Rabinovitch was awarded a cash retention bonus (the "Bonus") with an
aggregate value of $1,000,000, with half of such amount to be paid shortly
following the date of the Letter Agreement and the remainder to be paid shortly
following the earlier of (i) the second month anniversary of the start date of
the Company's permanent or successor Chief Financial Officer and (ii) March 1,
2023, subject, in each case, to Ms. Rabinovitch's continued employment with the
Company on the applicable payment date.
•Severance Protection: During the period commencing on May 23, 2022 and ending
on the sixth month anniversary of the start date of the Company's permanent or
successor Chief Financial Officer (such period, the "Transition Period"), Ms.
Rabinovitch will be eligible to participate in the PayPal Holdings, Inc.
Executive Change in Control and Severance Plan (as it may be amended and
restated from time to time, the "Severance Plan") at the Executive Vice
President level, subject to the terms and conditions of the Severance Plan and
as set forth in the Letter Agreement. Such eligibility is contingent on Ms.
Rabinovitch's continuous reasonable best efforts to support the permanent or
successor Chief Financial Officer in their transition until the sixth month
anniversary of their start date, unless otherwise determined by the Company in
its sole discretion. If the Transition Period expires while Ms. Rabinovitch
remains employed with the Company, her eligibility to receive severance from the
Company in the future (if any) will return to the Senior Vice President level,
unless otherwise determined by the Company in its sole discretion. Additionally,
the following occurrences will not constitute "Good Reason" with respect to Ms.
Rabinovitch under the Severance Plan: (i) a return to a role or title similar to
or the same as the role and title that Ms. Rabinovitch held prior to May 23,
2022; and/or (ii) a change in Ms. Rabinovitch's reporting relationship such that
she no longer reports to the Company's Chief Executive Officer and/or such that
she is required to report to the Company's Chief Financial Officer.

The foregoing description of the Letter Agreement is qualified in its entirety by reference to the text of the Letter Agreement, which is filed as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits

Exhibit Number          Exhibit Title or Description
                        Letter agreement by and between PayPal Holdings, Inc. and Gabrielle
  10.1                  Rabinovitch, dated June 15, 2022
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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