Amazon Com Inc – IPO: ‘S-1/A’ on 4/21/97 – EX-10.1

As of:  Monday, 4/21/97   ·   Accession #:  891020-97-603   ·   File #:  333-23795

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 1 to Form S-1                           75    456K 
 2: EX-3.1      Restated Certificate of Incorporation                 11     40K 
 3: EX-10.1     Form of Indemnification Agreement                      8     38K 
 4: EX-10.33    Shareholder's Agreement With Rick R. Ayre             11     43K 
 5: EX-10.34    Shareholder's Agreement With John D. Risher           11     42K 
 6: EX-10.35    Shareholder's Agreement With Joel R. Spiegel          11     43K 
 7: EX-11.1     Statement Re: Computation of Net Loss Per Share        1      7K 
 8: EX-23.1     Consent of Ernst & Young LLP                           1      6K 
 9: EX-27.1     Financial Data Schedule                                1      9K 

EX-10.1   —   Form of Indemnification Agreement
Exhibit Table of Contents

EX-10.1
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                                                                EXHIBIT 10.1

AMAZON.COM, INC.

INDEMNIFICATION AGREEMENT 

     This INDEMNIFICATION AGREEMENT, dated as of ___________, is between
AMAZON.COM, INC., a Delaware corporation (the "Company"), and __________________
("Indemnitee").                                                                 
RECITALS

        A.      Indemnitee is a director or officer of the Company and in such
capacity is performing valuable services for the Company.                       

B.      The Company and Indemnitee recognize the difficulty in
obtaining directors' and officers' liability insurance, the significant cost of 
such insurance and the periodic reduction in the coverage of such insurance.    

      C.      The Company and Indemnitee further recognize the substantial
increase in litigation subjecting directors and officers to expensive           
litigation risks at the same time such liability insurance is being severely    
limited.                                                                        

    D.      The Company has adopted and its stockholders have approved
bylaws (the "Bylaws") providing for the indemnification of the Company's        
directors and officers to the full extent permitted by Section 145 of the       
General Corporation Law of Delaware (the "Statute").                            

       E.      The Bylaws and the Statute specifically provide that they are
not exclusive, and they thereby contemplate that contracts may be entered into  
between the Company and its directors and officers with respect to              
indemnification of such  directors and officers.                                

F.      To induce Indemnitee to serve or continue to serve the
Company, the Company desires to confirm the contract indemnification rights     
provided in the Bylaws and agrees to provide Indemnitee with the benefits       
contemplated by this Agreement.                                                 

AGREEMENTS

1.       INDEMNITY OF INDEMNITEE                                                

1.1.    SCOPE                                                 

     The Company agrees to hold harmless and indemnify Indemnitee to the
full extent permitted by law, notwithstanding that the basis for such           
indemnification is not specifically enumerated in this Agreement, the Company's 
Restated Certificate of Incorporation, the Bylaws, any other statute or         
otherwise.  In the event of any change, after the date of this                  

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Agreement, in any applicable law, statute or rule regarding the right of a      
Delaware corporation to indemnify a member of its Board of Directors or an      
officer, such change, to the extent it would expand Indemnitee's rights         
hereunder, shall be included within Indemnitee's rights and the Company's       
obligations hereunder, and, to the extent it would narrow Indemnitee's rights   
or the Company's obligations hereunder, shall be excluded from this Agreement;  
provided, however, that any change required by applicable laws, statutes or     
rules to be applied to this Agreement shall be so applied regardless of whether 
the effect of such change is to narrow Indemnitee's rights or the Company's     
obligations hereunder.                                                          

1.2.    NONEXCLUSIVITY                                        

    The indemnification provided by this Agreement shall not be deemed
exclusive of any rights to which Indemnitee may be entitled under the Company's 
Restated Certificate of Incorporation, the Bylaws, any agreement, any vote of   
stockholders or disinterested directors, the Statute or otherwise, whether as   
to action in Indemnitee's official capacity or otherwise.                       

1.3.    INCLUDED COVERAGE                                     

     If Indemnitee was or is made a party, or is threatened to be made a
party, to or is otherwise involved (including, without limitation, as a         
witness) in any Proceeding (as defined below), the Company shall hold harmless  
and indemnify Indemnitee from and against any and all losses, claims, damages,  
liabilities or expenses, including, without limitation, attorneys' fees,        
judgments, fines, ERISA excise taxes or penalties, witness fees, amounts paid   
in settlement and other expenses incurred in connection with such Proceeding    
(collectively, "Damages").                                                      

1.4.    DEFINITION OF PROCEEDING                              

        For purposes of this Agreement, "Proceeding" shall mean any completed,
actual, pending or threatened action, suit, claim or proceeding, whether civil, 
criminal, administrative or investigative (including an action by or in the     
right of the Company) and whether formal or informal, in which Indemnitee is,   
was or becomes involved by reason of the fact that Indemnitee is or was a       
director, officer, employee, trustee or agent of the Company or that, being or  
having been such a director, officer, employee, trustee or agent, Indemnitee is 
or was serving at the request of the Company as a director, officer, employee,  
trustee or agent of another corporation or of a partnership, joint venture,     
trust or other enterprise (collectively, a "Related Company"), including        
service with respect to an employee benefit plan, whether the basis of such     
proceeding is alleged action (or inaction) by Indemnitee in an official         
capacity as a director, officer, employee, trustee or agent or in any other     
capacity while serving as a director, officer, employee, trustee or agent;      
provided, however, that, except with respect to an action to enforce the        
provisions of this Agreement, "Proceeding" shall not include any action, suit,  
claim or proceeding instituted by or at the direction of Indemnitee, unless     
such action, suit, claim or proceeding is or was authorized by the Company's    
Board of Directors.                                                             

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1.5.    DETERMINATION OF ENTITLEMENT                          

  In the event that a determination of Indemnitee's entitlement to
indemnification is required pursuant to Section 145(d) of the Statute or a      
successor statute or pursuant to other applicable law, the appropriate decision 
maker shall make such determination; provided, however, that Indemnitee shall   
initially be presumed in all cases to be entitled to indemnification, that      
Indemnitee may establish a conclusive presumption of any fact necessary to such 
a determination by delivering to the Company a declaration made under penalty   
of perjury that such fact is true and that, unless the Company shall deliver to 
Indemnitee a written notice that Indemnitee is not entitled to indemnification  
within 20 days after the Company's receipt of Indemnitee's initial written      
request for indemnification, such determination shall conclusively be deemed to 
have been made in favor of the Company's provision of indemnification, and that 
the Company hereby agrees not to assert otherwise.                              

1.6.    CONTRIBUTION                                          

     If the indemnification provided under Section 1.1 is unavailable by
reason of a court decision, based on grounds other than any of those set forth  
in paragraphs (b) through (d) of Section 4.1, then, in respect of any           
Proceeding in which the Company is jointly liable with Indemnitee (or would be  
if joined in such Proceeding), the Company shall contribute to the amount of    
Damages (including attorneys' fees) actually and reasonably incurred and paid   
or payable by Indemnitee in such proportion as is appropriate to reflect (i)    
the relative benefits received by the Company on the one hand and Indemnitee on 
the other from the transaction from which such Proceeding arose and (ii) the    
relative fault of the Company on the one hand and of Indemnitee on the other in 
connection with the events that resulted in such Damages as well as any other   
relevant equitable considerations.  The relative fault of the Company on the    
one hand and of Indemnitee on the other shall be determined by reference to,    
among other things, the parties' relative intent, knowledge, access to          
information and opportunity to correct or prevent the circumstances resulting   
in such Damages.  The Company agrees that it would not be just and equitable if 
contribution pursuant to this Section 1.6 were determined by pro rata           
allocation or any other method of allocation that does not take account of the  
foregoing equitable considerations.                                             

1.7.    SURVIVAL                                              

    The indemnification and contribution provided under this Agreement
shall apply to any and all Proceedings, notwithstanding that Indemnitee has     
ceased to serve the Company or a Related Company, and shall continue so long as 
Indemnitee shall be subject to any possible Proceeding, whether civil, criminal 
or investigative, by reason of the fact that Indemnitee was a director or       
officer of the Company or serving in any other capacity referred to in Section  
1.4 of this Agreement.                                                          

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2.       EXPENSE ADVANCES                                                       

2.1.    GENERALLY                                             

      The right to indemnification of Damages conferred by Section 1 shall
include the right to have the Company pay Indemnitee's expenses in any          
Proceeding as such expenses are incurred and in advance of such Proceeding's    
final disposition (such right, an "Expense Advance").                           

2.2.    CONDITIONS TO EXPENSE ADVANCE                         

      The Company's obligation to provide an Expense Advance is subject to
the following conditions:                                                       

2.2.1.   UNDERTAKING                          

         If the Proceeding arose in connection with Indemnitee's
service as a director or officer of the Company (and not in any other capacity  
in which Indemnitee rendered service, including service to any Related          
Company), then Indemnitee or Indemnitee's representative shall have executed    
and delivered to the Company an undertaking, which need not be secured and      
shall be accepted without reference to Indemnitee's financial ability to make   
repayment, by or on behalf of Indemnitee, to repay all Expense Advances if it   
shall ultimately be determined by a final, unappealable decision rendered by a  
court having jurisdiction over the parties that Indemnitee is not entitled to   
be indemnified by the Company.                                                  

2.2.2.           COOPERATION                  

        Indemnitee shall give the Company such information and
cooperation as it may reasonably request and as shall be within Indemnitee's    
power.                                                                          

3.       PROCEDURES FOR ENFORCEMENT                                             

3.1.    ENFORCEMENT                                           

       In the event that any claim for indemnity, whether an Expense Advance
or otherwise, is made hereunder and is not paid in full within 60 days after    
written notice of such claim is delivered to the Company, Indemnitee may, but   
need not, at any time thereafter bring suit against the Company to recover the  
unpaid amount of the claim (an "Enforcement Action").                           

3.2.    PRESUMPTIONS IN ENFORCEMENT ACTION                    

       In any Enforcement Action, the following presumptions (and limitation
on presumptions) shall apply:                                                   

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      (a)     The Company expressly affirms and agrees that it has entered
into this Agreement and assumed the obligations imposed on it hereunder to      
induce Indemnitee to continue as a director or officer of the Company;          

(b)     Neither (i) the failure of the Company (including the 
Company's Board of Directors, independent or special legal counsel or the       
Company's stockholders) to have made a determination prior to the commencement  
of the Enforcement Action that indemnification of Indemnitee is proper in the   
circumstances nor (ii) an actual determination by the Company, its Board of     
Directors, independent or special legal counsel or stockholders that Indemnitee 
is not entitled to indemnification shall be a defense to the Enforcement Action 
or create a presumption that Indemnitee is not entitled to indemnification      
hereunder; and                                                                  

       (c)     If Indemnitee is or was serving as a director or officer of a
corporation of which a majority of the shares entitled to vote in the election  
of its directors is held by the Company or in an Indemnitee or management       
capacity in a partnership, joint venture, trust or other enterprise of which    
the Company or a wholly owned subsidiary of the Company is a general partner or 
has a majority ownership, then such corporation, partnership, joint venture,    
trust or other enterprise shall conclusively be deemed a Related Company and    
Indemnitee shall conclusively be deemed to be serving such Related Company at   
the Company's request.                                                          

3.3.    ATTORNEYS' FEES AND EXPENSES FOR ENFORCEMENT ACTION   

     In the event Indemnitee is required to bring an Enforcement Action,
the Company shall pay all of Indemnitee's fees and expenses in bringing and     
pursuing the Enforcement Action (including attorneys' fees at any stage,        
including on appeal); provided, however, that the Company shall not be required 
to provide such payment for such attorneys' fees or expenses if a court of      
competent jurisdiction determines that each of the material assertions made by  
Indemnitee in such Enforcement Action was not made in good faith.               

4.       LIMITATIONS ON INDEMNITY; MUTUAL ACKNOWLEDGMENT                        

4.1.    LIMITATIONS ON INDEMNITY                              

  No indemnity pursuant to this Agreement shall be provided by the
Company:                                                                        

        (a)     On account of any suit in which a final, unappealable judgment
is rendered against Indemnitee for an accounting of profits made from the       
purchase or sale by Indemnitee of securities of the Company in violation of the 
provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended; 

      (b)     For Damages that have been paid directly to Indemnitee by an
insurance carrier under a policy of directors' and officers' liability          
insurance maintained by the Company;                                            

        (c)     With respect to remuneration paid to Indemnitee if it shall be
determined by a final judgment or other final adjudication that such            
remuneration was in violation of law;                                           

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      (d)     On account of Indemnitee's conduct which is finally adjudged
to have been intentional misconduct, a knowing violation of law, a violation of 
Section 174 of the Statute or a transaction from which Indemnitee derived an    
improper personal benefit; or                                                   

   (e)     If a final decision by a court having jurisdiction in the
matter shall determine that such indemnification is not lawful.                 

4.2.    SEC UNDERTAKING                                       

 Indemnitee understands and acknowledges that the Company may be
required in the future to undertake with the Securities and Exchange Commission 
(the "SEC") to submit in certain circumstances the question of indemnification  
to a court for a determination of the Company's right under public policy to    
indemnify Indemnitee.                                                           

5.       NOTIFICATION AND DEFENSE OF CLAIM                                      

5.1.    NOTIFICATION                                          

       Promptly after receipt by Indemnitee of notice of the commencement of
any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made   
against the Company under this Agreement, notify the Company of the             
commencement thereof; but the omission so to notify the Company will not,       
however, relieve the Company from any liability which it may have to Indemnitee 
under this Agreement unless and only to the extent that such omission can be    
shown to have prejudiced the Company's ability to defend the Proceeding.        

5.2.    DEFENSE OF CLAIM                                      

     With respect to any such Proceeding as to which Indemnitee notifies
the Company of the commencement thereof:                                        

 (a)     The Company may participate therein at its own expense;

(b)     The Company, jointly with any other indemnifying party
similarly notified, may assume the defense thereof, with counsel satisfactory   
to Indemnitee.  After notice from the Company to Indemnitee of its election so  
to assume the defense thereof, the Company shall not be liable to Indemnitee    
under this Agreement for any legal or other expenses (other than reasonable     
costs of investigation) subsequently incurred by Indemnitee in connection with  
the defense thereof unless (i) the employment of counsel by Indemnitee has been 
authorized by the Company, (ii) Indemnitee shall have reasonably concluded that 
there may be a conflict of interest between the Company (or any other person or 
persons included in the joint defense) and Indemnitee in the conduct of the     
defense of such action, or (iii) the Company shall not, in fact, have employed  
counsel to assume the defense of such action, in each of which cases the fees   
and expenses of counsel shall be at the Company's expense.  The Company shall   
not be entitled to assume the defense of any Proceeding brought by or on behalf 
of the Company or as to which Indemnitee shall have reasonably made the         
conclusion provided for in (ii) above;                                          

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  (c)     The Company shall not be liable to Indemnitee under this
Agreement for any amounts paid in settlement of any Proceeding effected without 
its written consent;                                                            

        (d)     The Company shall not settle any action or claim in any manner
that would impose any penalty or limitation on Indemnitee without Indemnitee's  
written consent; and                                                            

        (e)     Neither the Company nor Indemnitee shall unreasonably withhold
its consent to any proposed settlement, provided that Indemnitee may withhold   
consent to any settlement that does not provide a complete release of           
Indemnitee.                                                                     

6.       SEVERABILITY                                                           

        Nothing in this Agreement is intended to require or shall be construed
as requiring the Company to do or to fail to do any act in violation of         
applicable law.  The Company's inability, pursuant to court order, to perform   
its obligations under this Agreement shall not constitute a breach of this      
Agreement.  The provisions of this Agreement shall be severable, as provided in 
this Section 6, and if this Agreement or any portion hereof shall be            
invalidated on any ground by any court of competent jurisdiction, the Company   
shall nevertheless indemnify or make contribution to Indemnitee to the full     
extent permitted by any applicable portion of this Agreement that shall not     
have been invalidated, and the balance of this Agreement not so invalidated     
shall be enforceable in accordance with its terms.                              

7.       GOVERNING LAW; BINDING EFFECT; AMENDMENT AND TERMINATION               

        (a)     This Agreement shall be interpreted and enforced in accordance
with the laws of Delaware.                                                      

  (b)     This Agreement shall be binding on Indemnitee and on the
Company and its successors and assigns (including any transferee of all or      
substantially all of its assets and any successor by merger or otherwise by     
operation of law), and shall inure to the benefit of Indemnitee and             
Indemnitee's heirs, personal representatives and assigns and to the benefit of  
the Company and its successors and assigns.  The Company shall not effect any   
sale of substantially all of its assets, merger, consolidation or other         
reorganization in which it is not the surviving entity, unless the surviving    
entity agrees in writing to assume all such obligations of the Company under    
this Agreement.                                                                 

    (c)     No amendment, modification, termination or cancellation of
this Agreement shall be effective unless in writing signed by both parties      
hereto.                                                                         

8.       NOTICES                                                                

    All notices, claims and other communications hereunder shall be in
writing and made by hand delivery, registered or certified mail (postage        
prepaid, return receipt requested), facsimile or overnight air courier          
guaranteeing next-day delivery:                                                 

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                                                                [Download Table]

                                                                       
(a)  If to the Company, to:        with a copy to:                     

     Amazon.com, Inc.              Perkins Coie                        
     1516 Second Avenue            1201 Third Avenue                   
     4th Floor                     40th Floor                          
     Seattle,  WA  98101           Seattle, WA  98101-3099             
     Attention:  Alan Caplan, Esq. Attention:  L. Michelle Wilson, Esq.

        (b)     If to Indemnitee, to the address specified on the last page of
this Agreement                                                                  

or to such other address as either party may from time to time furnish to the   
other party by a notice given in accordance with the provisions of this Section 
8.  All such notices, claims and communications shall be deemed to have been    
duly given if (i) personally delivered, at the time delivered, (ii) mailed,     
five days after dispatched, (iii) sent by facsimile transmission, upon          
confirmation of receipt, and (iv) sent by any other means, upon receipt.        

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
and as of the day and year first above written.                                 

               AMAZON.COM, INC.,
                    a Delaware corporation

                                 By:________________________________
                                 Title:_____________________________

         INDEMNITEE:

                                 ___________________________________
                       [signature of indemnitee]

      Address:

                                 ___________________________________
                                 ___________________________________
                                 ___________________________________

             with a copy to:

                                 ___________________________________
                                 ___________________________________
                                 ___________________________________

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4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/02/24  Amazon.com, Inc.                  10-K       12/31/23  109:11M
 2/03/23  Amazon.com, Inc.                  10-K       12/31/22  106:12M
 2/04/22  Amazon.com, Inc.                  10-K       12/31/21  106:12M
 2/03/21  Amazon.com, Inc.                  10-K       12/31/20  105:11M