Exhibit 10.12



 



Exhibit 10.12


THE SHARES ISSUABLE UPON VESTING OF THIS AWARD WILL NOT BE RELEASED TO YOU

UNTIL ALL APPLICABLE WITHHOLDING TAXES HAVE BEEN COLLECTED FROM YOU OR

HAVE OTHERWISE BEEN PROVIDED FOR.


AMAZON.COM, INC.


RESTRICTED STOCK UNIT AWARD AGREEMENT


TO: <<Participant>>


     To encourage your continued employment with Amazon.com, Inc. (the
“Company”) or its Subsidiaries, you have been granted this restricted stock
unit award (the “Award”) pursuant to the Company’s 1997 Stock Incentive Plan
(the “Plan”). The Award represents the right to receive shares of Common Stock
of the Company subject to the fulfillment of the vesting conditions set forth
in this agreement (this “Agreement”).


     The terms of the Award are as set forth in this Agreement and in the Plan.
The Plan is incorporated into this Agreement by reference, which means that
this Agreement is limited by and subject to the express terms and provisions of
the Plan. In the event of a conflict between the terms of this Agreement and
the terms of the Plan, the terms of the Plan shall control. Capitalized terms
that are not defined in this Agreement have the meanings given to them in the
Plan. The most important terms of the Award are summarized as follows:



	 	1.	 	Award Date:
	 
	 	2.	 	Number of Restricted Stock Units Subject to this Award:
	 
	 	3.	 	Vesting Base Date:
	 
	 	4.	 	Vesting Schedule: The Award will vest according to the following schedule:







	Period of
Participant’s Continuous
	 	 	Employment From the
	 	 	Vesting Base Date	 	 	Percent of Total Award That is Vested
	 	 	
	 	 	





     [Optional: Notwithstanding the
foregoing, if at any time you become an officer required to file reports pursuant to
Section 16 of the Securities Exchange Act of 1934, as amended, then with respect
to any part of this Award that is then unvested, vesting shall in addition be contingent
on and subject to satisfaction of such performance criteria for such performance
period as the Plan Administrator shall establish with specific reference to this Award,
and this Award shall be cancelled without the issuance of Common Stock if and to the extent
any such performance criteria are not satisfied.]




 






 




     5.     Conversion of Restricted Stock Units and Issuance of Shares. Upon each
vesting of the Award (each, a “Vest Date”), one share of Common Stock shall be
issuable for each restricted stock unit that vests on such Vest Date (the
“Shares”), subject to the terms and provisions of the Plan and this Agreement.
Thereafter, the Company will transfer such Shares to you upon satisfaction of
any required tax withholding obligations. No fractional shares shall be issued
under this Agreement.


     6.     Termination of Employment. The unvested portion of the Award will
terminate automatically and be forfeited to the Company immediately and without
further notice upon the voluntary or involuntary termination of your employment
for any reason with the Company or any Subsidiary (including as a result of
death or disability). A transfer of employment or services between or among
the Company and its Subsidiaries shall not be considered a termination of
employment. Unless the Plan Administrator determines otherwise, and except as
otherwise required by local law, for purposes of this Award only, any reduction
in your regular hours of employment to less than 30 hours per week is deemed a
termination of your employment with the Company or any Subsidiary. In case of
termination of your employment for Cause, the Award shall automatically
terminate upon first notification to you of such termination, unless the Plan
Administrator determines otherwise. If your employment is suspended pending an
investigation of whether you should be terminated for Cause, all of your rights
under the Award likewise shall be suspended during the period of investigation.
No Shares shall be issued or issuable with respect to any portion of the Award
that terminates unvested and is forfeited.


     7.     Leave of Absence and Change in Work Schedule. Your rights under the
Award in the event of a leave of absence or a change in your regularly
scheduled hours of employment (other than a change addressed in Section 6 of
this Agreement) will be affected in accordance with the Company’s applicable
employment policies or the terms of any agreement between you and your employer
with respect thereto.


     8.     Right to Shares. You shall not have any right in, to or with respect
to any of the Shares (including any voting rights or rights with respect to
dividends paid on the Common Stock) issuable under the Award until the Award is
settled by the issuance of such Shares to you.


     9.     Taxes.


     (a) Generally. You are ultimately liable and responsible for all taxes
owed in connection with the Award, regardless of any action the Company or any
of its Subsidiaries takes with respect to any tax withholding obligations that
arise in connection with the Award. Neither the Company nor any of its
Subsidiaries makes any representation or undertaking regarding the treatment of
any tax withholding in connection with the grant or vesting of the Award or the
subsequent sale of Shares issuable pursuant to the Award. The Company and its
Subsidiaries do not commit and are under no obligation to structure the Award
to reduce or eliminate your tax liability. As a condition and term of this
Award, no election under Section 83(b) of the United States Internal Revenue
Code may be made by you or any other person with respect to all or any portion
of the Award.









 


     (b)  Payment of Withholding Taxes. Prior to any event in connection with
the Award (e.g., vesting) that the Company determines may result in any
domestic or foreign tax withholding obligation, whether national, federal,
state or local, including any social tax obligation (the “Tax Withholding
Obligation”), you must arrange for the satisfaction of the minimum amount of
such Tax Withholding Obligation in a manner acceptable to the Company.


     (i)  By Sale of Shares. Unless you choose to satisfy the Tax Withholding
Obligation by some other means in accordance with clause (ii) below, your
acceptance of this Award constitutes your instruction and authorization to the
Company and any brokerage firm determined acceptable to the Company for such
purpose to sell on your behalf a whole number of Shares from those Shares
issuable to you as the Company determines to be appropriate to generate cash
proceeds sufficient to satisfy the Tax Withholding Obligation. Such Shares
will be sold on the day the Tax Withholding Obligation arises (e.g., a Vest
Date) or as soon thereafter as practicable. You will be responsible for all
broker’s fees and other costs of sale, and you agree to indemnify and hold the
Company harmless from any losses, costs, damages, or expenses relating to any
such sale. To the extent the proceeds of such sale exceed your Tax Withholding
Obligation, the Company agrees to pay such excess in cash to you through
payroll as soon as practicable. You acknowledge that the Company or its
designee is under no obligation to arrange for such sale at any particular
price, and that the proceeds of any such sale may not be sufficient to satisfy
your Tax Withholding Obligation. Accordingly, you agree to pay to the Company
or any of its Subsidiaries as soon as practicable, including through additional
payroll withholding, any amount of the Tax Withholding Obligation that is not
satisfied by the sale of Shares described above.


     (ii)  By Check, Wire Transfer or Other Means. At any time not less than
five (5) business days before any Tax Withholding Obligation arises (e.g., a
Vest Date), you may elect to satisfy your Tax Withholding Obligation by
delivering to the Company an amount that the Company determines is sufficient
to satisfy the Tax Withholding Obligation by (i) wire transfer to such account
as the Company may direct, (ii) delivery of a certified check payable to the
Company, c/o Stock Administration, P.O. Box 81226, Seattle, WA 98108-1226, or
such other address as the Company may from time to time direct, or (iii) such
other means as the Company may establish or permit.


     (c)  Right to Retain Shares. The Company may refuse to issue any Shares to
you until you satisfy the Tax Withholding Obligation. To the maximum extent
permitted by law, the Company has the right to retain without notice from
Shares issuable under the Award or from salary or other amounts payable to you,
Shares or cash having a value sufficient to satisfy the Tax Withholding
Obligation.


     10.     Registration. The Company currently has an effective registration
statement on file with the Securities and Exchange Commission with respect to
the shares of Common Stock subject to the Award. The Company intends to
maintain this registration but has no obligation to do so. If the registration
ceases to be effective, you will not be able to transfer or sell Shares issued
to you pursuant to the Award unless exemptions from registration under
applicable securities laws are available. Such exemptions from registration
are very limited and might be









 




 unavailable. You agree that any resale by you of the shares of Common
Stock issued pursuant to the Award shall comply in all respects with the
requirements of all applicable securities laws, rules and regulations
(including, without limitation, the provisions of the Securities Act, the
Exchange Act and the respective rules and regulations promulgated thereunder)
and any other law, rule or regulation applicable thereto, as such laws, rules,
and regulations may be amended from time to time. The Company shall not be
obligated to either issue the Shares or permit the resale of any Shares if such
issuance or resale would violate any such requirements.


     11.     Limitation on Rights; No Right to Future Grants; Extraordinary Item.
By entering into this Agreement and accepting the Award, you acknowledge that:
(a) the Plan is discretionary and may be modified, suspended or terminated by
the Company at any time as provided in the Plan; (b) the grant of the Award is
a one-time benefit and does not create any contractual or other right to
receive future grants of awards or benefits in lieu of awards; (c) all
determinations with respect to any such future grants, including, but not
limited to, the times when awards will be granted, the number of shares subject
to each award, the award price, if any, and the time or times when each award
will be settled, will be at the sole discretion of the Company; (d) your
participation in the Plan is voluntary; (e) the value of the Award is an
extraordinary item which is outside the scope of your employment contract, if
any; (f) the Award is not part of normal or expected compensation for any
purpose, including without limitation for calculating any benefits, severance,
resignation, termination, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments; (g)
the future value of the Common Stock subject to the Award is unknown and cannot
be predicted with certainty, (h) neither the Plan, the Award nor the issuance
of the Shares confers upon you any right to continue in the employ of (or any
other relationship with) the Company or any Subsidiary, nor do they limit in
any respect the right of the Company or any Subsidiary to terminate your
employment or other relationship with the Company or any Subsidiary, as the
case may be, at any time and (i) in the event that you are not a direct
employee of Company, the grant of the Award will not be interpreted to form an
employment relationship with the Company; and furthermore, the grant of the
Award will not be interpreted to form an employment contract with your
employer, the Company or any Subsidiary.


     12.     Execution of Award Agreement. Please acknowledge your acceptance of
the terms and conditions of the Award by signing the original of this Agreement
and returning it to your local HR Generalist. If you do not sign and return
this Agreement, the Company is not obligated to provide you any benefit
hereunder and may refuse to issue shares to you under this Award.



	 	 	 
	 	 	
Very truly yours,
	 	 	 
	 	 	
AMAZON.COM, INC.
	 	 	 
	 	 	
By: 

Name: 

Title: 











 



ACCEPTANCE AND ACKNOWLEDGMENT


     I, a
resident of           (state, or country if other than
U.S.), accept and agree to the terms of the Restricted Stock Unit Award
described in this Agreement and in the Plan, acknowledge receipt of a copy of
this Agreement, the Plan and the applicable Plan Summary, and acknowledge that
I have read them carefully and that I fully understand their contents.



	 	 	 
	Dated: 
	 	 
	 	 	 
	

Taxpayer I.D. Number	 	


<<Participant>>
	 	 	 
	 	 	
Address: