Item 2.02. Results of Operations and Financial Condition
The information in Item 2.02 of this Current Report, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of Section 18. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing.
On
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
In connection with his appointment,
•An annual base salary of$750,000 . •A target bonus opportunity of 125% of his annual base salary, based 25% on individual performance and 75% on Company performance. The Company performance portion of this target bonus opportunity is a performance-based restricted stock unit award scheduled to vest onFebruary 15, 2023 , with the number of shares issuable thereunder contingent on achievement of Company performance conditions set forth in the underlying award agreement, based on the 2022PayPal Annual Incentive Plan design and metrics that apply generally to the Company's executive vice presidents. •The following equity grants under thePayPal Holdings, Inc. 2022 Inducement Plan offered as an inducement forMr. Jorgensen to accept employment with the Company, in each case, effective as ofSeptember 15, 2022 (the "Grant Date") and subject toMr. Jorgensen's continued employment with the Company on each applicable vesting date: •A new hire service-based restricted stock unit award with a grant date value of$1 million (the "RSU Grant"). The RSU Grant will vest over three years from the Grant Date: one-third will vest on the first anniversary of the Grant Date and the remainder will vest in eight equal quarterly installments thereafter. •A new hire performance-based restricted stock unit award with a target grant date value of$1 million (the "PBRSU Grant"). The PBRSU Grant will vest onMarch 1, 2025 , with the number of shares issuable thereunder contingent on achievement of Company performance conditions set forth in the underlying award agreement, based on the performance metrics that apply generally to Company executives for the 2022-2024 performance period. •A supplemental service-based restricted stock unit award with a grant date value of$8 million (the "Supplemental Grant"). The Supplemental 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. •A new hire cash bonus with an aggregate value of$6,000,000 , with one-half of such amount to be paid shortly following his employment commencement date with the Company,$1 million to be paid inNovember 2022 and the remainder to be paid shortly following the one year anniversary of his employment commencement date with the Company, subject, in each case, toMr. Jorgensen's continued employment with the Company on the applicable
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payment date and subject to prorated clawback by the Company if he terminates employment within two years of his employment commencement date.
The foregoing description of the Letter Agreement is qualified in its entirety
by reference to the text of the Letter Agreement, which will be filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended
The selection of
With
In addition, on
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. 99.1 Press release datedAugust 2, 2022 Cover Page Interactive Data File (embedded within the Inline XBRL 104 document)
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