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Amazon Com Inc – ‘10-K’ for 12/31/07 – EX-10.6

On:  Friday, 2/8/08, at 9:43pm ET   ·   As of:  2/11/08   ·   For:  12/31/07   ·   Accession #:  1193125-8-24707   ·   File #:  0-22513

Previous ‘10-K’:  ‘10-K’ on 2/16/07 for 12/31/06   ·   Next:  ‘10-K’ on 1/30/09 for 12/31/08   ·   Latest:  ‘10-K’ on 2/2/24 for 12/31/23

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

 2/11/08  Amazon Com Inc                    10-K       12/31/07   11:1.3M                                   RR Donnelley/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.10M 
 2: EX-10.4     Offer Letter of Employment Dated June 23, 2006      HTML     18K 
 3: EX-10.5     Offer Letter of Employment Dated November 27, 2006  HTML     20K 
 4: EX-10.6     Offer Letter of Employment Dated January 29, 2007   HTML     19K 
 5: EX-12.1     Computation of Ratio of Earnings to Fixed Charges   HTML     28K 
 6: EX-21.1     List of Significant Subsidiaries                    HTML     12K 
 7: EX-23.1     Consent of Ernst & Young LLP                        HTML     10K 
 8: EX-31.1     Section 302 Certification of Chief Executive        HTML     13K 
                          Officer                                                
 9: EX-31.2     Section 302 Certification of Chief Financial        HTML     13K 
                          Officer                                                
10: EX-32.1     Section 906 Certification of Chief Executive        HTML      9K 
                          Officer                                                
11: EX-32.2     Section 906 Certification of Chief Financial        HTML      9K 
                          Officer                                                


EX-10.6   —   Offer Letter of Employment Dated January 29, 2007


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Offer Letter of Employment dated January 29, 2007  

Exhibit 10.6

 

January 29, 2007

  

LOGO

Dear Sebastian:

On behalf of Amazon Global Resources, Inc. (the Company), I am very pleased to offer you the position of Senior Vice President of Merchant Services reporting to me. This offer is contingent upon the completion of a background check and the Company’s review of your background check results. This letter clarifies and confirms the terms of your employment with the Company.

Start Date and Salary

Unless we mutually agree otherwise in writing, you will commence employment on March 12, 2007 (“Start Date”). Your starting salary will be $150,000 annualized, payable 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.

Signing Bonus

In appreciation for your decision to join us, the Company will pay you a $1,350,000 signing bonus during your first year of employment, which will be paid in twelve monthly installments, starting at the end of your first month, subject to your continued employment. If you are employed with the Company on the one-year anniversary of your Start Date, the company will pay you a second bonus in the amount of $600,000 during your second year of employment, which will be paid in twelve monthly installments, subject to your continued employment. Both bonuses will be payable in accordance with the Company’s standard payroll practice and subject to applicable withholding taxes. If your employment with the Company is terminated for any reason during your first two years of employment, any monthly payments will cease after the date of termination.

Relocation

For information about your relocation benefits, please review the attached document. If your employment with the Company is terminated for any reason prior to the first anniversary of your Start Date, you will be responsible for reimbursing the Company for any relocation expenses paid to you or incurred by the Company on your behalf, on a pro-rated monthly basis.

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. Please refer to the enclosed benefits documents for more information. You are eligible to participate in Amazon-com’s 401(k) plan following receipt of a PIN number and Information Packet from the plan administrator. You are also eligible to enroll in our major medical plan on the first day of the month coincident with or following the commencement of your employment.

Restricted Stock Unit Award

Subject to Board of Directors’ approval, you will be granted a restricted stock unit award with respect to 375,000 shares of Amazon.com common stock. This award will vest and convert into shares of common stock at the rate of 20% after two years of employment and an additional 20% after every year of employment thereafter until fully vested. Your award will be documented by delivery to you of a Restricted Stock Unit Award Agreement specifying the terms and conditions of the award.

Customer Connection

You will participate in Amazon.com’s Customer Connection (“C2”) Program, which keeps our senior employees in direct contact with our customers. Under this program, you will work at our customer service center for two days during your first six months of employment and on a regular basis thereafter. You’ll also work at one of our fulfillment centers for three days during your first two years of employment. Please contact your Human Resources Generalist for more information.


Confidentiality, Noncompetition and Invention Assignment Agreement

As a condition of your employment, you must sign the enclosed Confidentiality, Noncompetition and Invention Assignment Agreement (the “Agreement”). The Company’s willingness to grant you the restricted stock unit award referred to above is based in significant part on your commitment to fulfill the obligations specified in the 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.

Employment At Will

If you accept out 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, its agents, or representatives are superseded by this offer letter.

Employment Eligibility

To comply with immigration laws, you must provide Amazon.com with evidence of your identity and eligibility for employment in the United States no later than three (3) business days of your date of hire. Please bring this documentation to your new hire orientation. If you are in visa status, you also must provide new or renewed evidence of your eligibility for employment immediately prior to or upon expiration of your visa authorization.

Additional Provisions

If you accept this offer, the terms described in this letter will be the terms of your employment, and this letter supersedes any previous discussions or offers. Any additions to or modifications of these terms must 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. This offer and all terms of employment stated in this letter will expire three weeks from the date of this letter.

Sebastian, I am 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
Founder & CEO

ACCEPTANCE

I accept employment with Amazon Global Resources, Inc. under the terms set forth in this letter:

 

/s/ Sebastian J. Gunningham     Jan 31, 2007
Signature     Date
Sebastian J. Gunningham    

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed as of:2/11/084,  SC 13D,  SC 13G/A,  SC TO-T
Filed on:2/8/088-K
For Period End:12/31/07
3/12/07
1/29/07
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Filing Submission 0001193125-08-024707   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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