Employment Agreement - Amazon.com Inc. and Richard Dalzell
[AMAZON.COM LETTERHEAD]
August 13, 1997
Mr. Richard Dalzell
2514 Orleans Drive
Rogers, AR 72758
Dear Richard:
This letter documents our revised offer and completely supersedes our letter to
you dated August 4, 1997.
On behalf of Amazon.com, Inc. (the "Company"), I am very pleased to offer you
the position of Vice President and Chief Information Officer. This letter
clarifies and confirms the terms of your employment with the Company.
START DATE AND SALARY
Unless we mutually agree otherwise, your start date will be September 2nd,
1997. Your starting salary will be $16,666.67 per month ($200,000 annualized),
payable in accordance with the Company's standard payroll practice and subject
to applicable withholding taxes.
SIGNING BONUS
You will receive a one-time signing bonus in the amount of $150,000, subject to
applicable taxes and withholdings. This bonus will be included in the first
paycheck issued to you subsequent to the beginning of your full-time
employment. If you resign from the Company prior to the first anniversary of
that start date, you will reimburse the Company for the bonus on a pro-rated
monthly basis.
RELOCATION ALLOWANCE
To help defray your relocation expenses, you will receive a relocation allowance
in the amount of $25,000, subject to applicable taxes and withholdings. This
allowance will be paid on your first day of full-time employment. In addition,
you will receive reimbursement for reasonable temporary living accommodations
for you and your family, as determined in the discretion of the Company. This
reimbursement will be taxable income and will be subject to applicable taxes
and withholdings.
STOCK GRANT
On commencement of your employment, we will recommend to the Board of Directors
of the Company that you be granted an option to purchase 125,000 shares of
Amazon.com common stock, at the fair market value per share of such stock on the
date the grant is approved by the Board of Directors. Your option will be
documented by delivery to you of a Stock Option Letter Agreement specifying the
terms and conditions of the option. Subject to approval by the Board of
Directors, the option will vest 20% after one year of employment, an additional
20% after two years of employment, and an additional 5% per quarter thereafter.
<PAGE> 2
BRIDGE LOAN
The Company will provide a bridge loan to assist you in purchasing a house in
the Seattle metropolitan area. The loan amount will be equal to the value of
your equity interest in your current residence (not to exceed $75,000) and will
be paid promptly upon your request. The loan will not bear interest, but the
imputed interest on the loan will be taxable income to you and will be subject
to applicable taxes and withholdings. The loan will have a one-year term and
will be secured by your stock option and any shares obtained through the
exercise of that option.
BENEFITS
You will also be entitled, during the term of your employment, to such
vacation, medical and other employee benefits as the Company may offer from
time to time, subject to applicable eligibility requirements. The Company does
reserve the right to make any modifications in this benefits package that it
deems appropriate. The Company's current vacation policy is to provide you with
two weeks paid vacation per year in the first year of your employment, and
three weeks per year thereafter, during the term of your employment. You are
also eligible to participate in Amazon.com's 401(k) retirement plan the first
quarter after 90 days of employment and to enroll in our major medial plan
on the first entry date after 30 days of employment
SEVERANCE PAY
If the Company terminates your employment for any reason prior to the third
anniversary of your full-time start date, you will receive a severance equal to
six times your monthly base salary at the time of termination, subject to
applicable taxes and withholdings.
EMPLOYMENT AT WILL
If you accept our offer of employment, you will be an employee-at-will, meaning
that either you or the Company may terminate our relationship at any time for
any reason, with or without cause. Any statements to the contrary that may have
been made to you, or that may be made to you, by the Company or its agents or
representatives are superseded by this offer letter.
CONFIDENTIALITY, NONCOMPETITION AND INVENTION ASSIGNMENT AGREEMENT
As a condition of your employment pursuant to this offer letter, we do require
that you sign the enclosed Confidentiality, Noncompetition and Invention
Assignment Agreement. The Company's willingness to grant you the stock options
referred to above is based in significant part on your commitment to fulfill
the obligations specified in that agreement.
You should know that the agreement will significantly restrict your future
flexibility in many ways. For example, you will be unable to seek or accept
certain employment opportunities for a period of 18 months after you leave the
Company. Please review the agreement carefully and, if appropriate, have your
attorney review it as well.
ADDITIONAL PROVISIONS
Your employment pursuant to this letter is also contingent upon your submitting
the legally required proof of your identity and authorization to work in the
United States.
The terms described in this letter, if you accept this offer, will be the terms
of your employment, and this letter supersedes any previous discussions or
offers. Any additions or modifications of these terms would have to be in
writing and signed by yourself and an officer of the Company.
<PAGE> 3
If you wish to accept employment with the Company, please indicate so by
signing both copies of this letter and both copies of the enclosed
Confidentiality, Noncompetition and Invention Assignment Agreement, retaining
one of each for your files and returning the other to me before August 20,
1997, upon which date this offer will expire.
We are very excited about the possibility of you joining us. I hope that you
will accept this offer and look forward to a productive and mutually beneficial
working relationship. Please let me know if I can answer any questions for you
about any of the matters outlined in this letter.
Sincerely,
/s/ JEFFREY P. BEZOS
---------------------------
Jeffrey P. Bezos
Chief Executive Officer
Amazon.com, Inc.
ACCEPTANCE
I accept employment with Amazon.com, Inc. under the terms set forth in this
letter:
/s/ R. L. DALZELL 8 / 14
-------------------- -------------------, 1997
Signature
Printed Name: R. L. Dalzell
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