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



On September 27, 2022, the Compensation Committee of the Board of Directors of
PayPal Holdings, Inc. (the "Company") approved the terms of a letter agreement
dated September 27, 2022 between the Company and Gabrielle Rabinovitch (the
"Letter Agreement") in connection with Ms. Rabinovitch's previously announced
appointment as the Company's acting Chief Financial Officer ("acting CFO")
effective September 14, 2022, including the following:
•An annual base salary of $750,000 for the duration of Ms. Rabinovitch serving
as acting CFO.
•A target bonus opportunity of 125% of her annual base salary, payable in
accordance with the terms and conditions of the PayPal Annual Incentive Plan.
•An equity grant with a grant date value of $2,500,000 under the Company's
Amended and Restated 2015 Equity Incentive Award Plan.
•RSU Grant: One-half of the equity grant will be a service-based restricted
stock unit award ("RSU Grant"), with a grant date of October 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: One-half of the equity grant will include a performance-based
restricted stock unit award ("PBRSU Grant"), with a grant date in the first
quarter of fiscal year 2023. The PBRSU Grant will vest in March 2026, 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 2023-2025 performance period, subject to
Ms. Rabinovitch's continued employment with the Company on the vesting date.
•Ms. Rabinovitch is 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 for the duration of her serving as acting CFO, and six months
thereafter, 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 continued reasonable best efforts to support the Company's Chief
Financial Officer in his transition to his Chief Financial Officer role during
the six months following the end of Ms. Rabinovitch's services as acting CFO,
unless otherwise determined by the Company in its sole discretion. If Ms.
Rabinovitch remains employed with the Company after the six-month period
following the end of her services as acting CFO, Ms. Rabinovitch's 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 September 14, 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
  10.1                  Letter agreement by and between PayPal Holdings, Inc. and Gabrielle
                        Rabinovitch, dated September 27, 2022
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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