Exhibit 10.10



 


Exhibit 10.10





February 28, 2000


[Address deleted]


Dear Mark:


On behalf of Amazon.com Holdings, Inc. (the
Company), I am very pleased to offer you the position VP/CAO. This
letter clarifies and confirms the terms of your employment with the
Company.


Start Date and Salary

Unless we mutually agree otherwise, you will
commence employment on March 13, 2000 (Start Date). Your
starting salary will be $125,000 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. 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.


Signing Bonus

In appreciation for your decision to join us, the
Company will pay you a signing bonus in the amount of $675,000,
payable in two installments ($450,000 payable on the date of your
first regular paycheck and $225,000 payable on the date of your
paycheck following the 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 is terminated for any reason prior to the first anniversary of
your start date, you will be responsible for reimbursing the Company
for the first $450,000 bonus, on a pro-rated monthly basis. If your
employment with the Company is terminated for any reason after the
first anniversary of your start date but before the second
anniversary, you will be responsible for reimbursing the Company for
the second $225,000 bonus, on a pro-rated monthly basis. The
foregoing repayment obligation will not apply if your employment
terminates due to the organizational change that results in the
elimination of your position.


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.
All employees receive pro-rated  vacation and personal time. Please
refer to the enclosed benefits documents for more information. 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 medical plan on the first entry date following
the commencement of your employment.


Stock Grant

Subject to Board of Directors’ approval, you
will be granted an option to purchase 200,000 shares of Amazon.com
common stock. The strike price on your stock option grant will be the
fair market value per share of such stock on the Monday on or
following your Start Date. The option will begin to vest on your
Start Date and will vest 20% after one year of employment, an
additional 20% after two years of employment, and an additional 5%
per quarter thereafter. Your option will be documented by delivery to
you of a Stock Option Letter Agreement specifying the terms and
conditions of the option.






 


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,
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. On your first day of
employment you must provide the required identification.


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 offer. Any further 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. This offer and all
terms of employment stated in this letter will expire if you have
not returned a signed copy of this letter in the pre-addressed
enclosed envelope by the sooner of three weeks from the date of this
letter or five days prior to the above Start Date. If you intend to
start your employment within five days of receiving this offer,
please contact me immediately.


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/ WARREN JENSON

Warren Jenson

CFO


ACCEPTANCE

I accept employment with Amazon.com Holdings, Inc. under the terms
set forth in this letter; including the Start Date indicated above.

	 	 	 
	/s/
MARK S. PEEK	 	3/6/2000
	
Signature
Mark Peek	 	
Date