Employment Agreement - Amazon.com Inc. and Jeff Wilke
[AMAZON.COM LOGO]
September 2, 1999
Mr. Jeff Wilke
45 Howell Road
Mountain Lakes, NJ 07046
RE: OFFER OF EMPLOYMENT
Dear Jeff:
On behalf of Amazon.com, Inc. (the "Company"), I am very pleased to
offer you the position of Vice President and General Manager, Operations. This
letter clarifies and confirms the terms of your employment with the Company
1. START DATE
Unless we mutually agree otherwise, you will commence employment on
September 7, 1999 (the "Start Date").
2. SALARY
Your starting salary will be $120,000 annualized, payable monthly in
accordance with the Company's standard payroll practice and subject to
applicable withholding taxes. Because your position is exempt from overtime
pay, your salary will compensate you for all hours worked. Your base salary
will be reviewed annually by the Board of Directors or its Compensation
Committee, and any increases will be effective as of the date determined by the
Board or its Compensation Committee.
3. SIGNING BONUS
In appreciation for your decision to join us, the Company will pay you a
signing bonus in the amount of $2,000,000, payable in four installments
($800,000 payable with your first regular paycheck, $400,000 payable with your
paycheck following the first anniversary of your Start Date, $200,000 payable
with your paycheck following the second anniversary of your Start Date and
$600,000 payable with your paycheck following the third anniversary of your
Start Date) and in accordance with the Company's standard payroll practice and
subject to applicable withholding taxes. If your employment with the Company
ends as a result of voluntary termination or termination for cause during the
first four years, you will be responsible for reimbursing the Company for that
year's installment of the signing bonus on a pro-rated monthly basis and will
forfeit subsequent installments.
4. 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 the 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 one major medical plan on
the first entry date following the commencement of your employment. Relocation
benefits as discussed will also be included, a summary of which will be
provided.
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5. STOCK OPTIONS
As we discussed, the Company takes a long-term approach to investment,
and its employees are its most important investment. Our compensation is
weighted towards equity ownership because we believe we will create the most
value for the Company and its shareholders over time by having employees think
and act like, and therefore be owners. To this end, and subject to Board of
Directors' approval, you will be granted a 15-year option to purchase 600,000
shares of Amazon.com common stock, which will vest at the rate of 60,000 shares
at the end of each year of employment during the first 10 years of employment.
In addition, you will be granted a 15-year option to purchase 400,000 shares of
Amazon.com common stock, which will vest at the rate of 80,000 shares at the end
of each year of employment after the first 10 years of employment. These share
amounts reflect the 2 for-1 split of the Company's common stock effective on
September 1, 1999. The strike price on your stock option grants will be the fair
market value per share of such stock on the later of the Start Date or the date
that the Compensation Committee approves your grants. Your option will be
documented by delivery to you of a Stock Option Letter Agreement specifying the
terms and conditions of the option.
6. 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 our without cause. Any statements to the contrary that
may have been made to you, or that may be made to you by the Company, its
agents, or representatives are superseded by this offer letter.
7. CONFIDENTIALITY, NON COMPETITION 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.
8. 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 superseded any previous
discussions or offers. Any additions or modifications of these terms would have
to be in writing and signed by you and an officer of the company.
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 Joe Galli on or before
September 3, 1999, upon which date this offer will expire.
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We are very excited about the possibility of your 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/ JOE GALLI
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Joe Galli
President & COO
Amazon.com, Inc.
ACCEPTANCE
I accept employment with Amazon.com, Inc. under the terms set forth in this
letter.
/s/ JEFF A. WILKE 9/2/99
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Signature Date
Printed Name: Jeffrey A. Wilke Start Date: 9/7/99
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