exv10w13



 



EXHIBIT 10.13



AMAZON.COM, INC.


RESTRICTED STOCK UNIT AWARD AGREEMENT


TO: <<Participant>>


     To encourage your continued service as a member of the Board of Directors
of Amazon.com, Inc. (the “Company”), 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	 	 	 	 
	Service From the	 	Percent of Total Award That is	 
	Vesting Base Date	 	Vested	 
	
	 	
	 
	 	 	 		 



     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 Service. The unvested portion of the Award will
terminate automatically and be forfeited to the Company immediately and without
further notice upon termination of your service as a member of the Board of
Directors of the Company for any reason (including as a result of death or
disability). No Shares shall be issued or issuable with respect to any portion
of the Award that terminates unvested and is forfeited.


 






 


     7.     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.


     8.     Taxes.


     (a)  Generally. You are ultimately liable and responsible for all taxes
owed in connection with the Award. The Company does not commit and is under no
obligation to structure the Award to reduce or eliminate your tax liability.


     (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 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 as soon as
practicable 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 your Tax Withholding Obligation by (i) wire transfer

Page 2






 




          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 payable to you, Shares or cash
having a value sufficient to satisfy the Tax Withholding Obligation.


     9.     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.


     10. 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 service 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 service of (or any
other relationship with) the Company or any Subsidiary, and (i) the grant of
the Award will not be interpreted to form an employment relationship with the
Company or any Subsidiary.


Page 3






 


     11.     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 the Company.



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


	 	 	
Name:
	 	 	


	 	 	
Title:
	 	 	





Page 4






 



ACCEPTANCE AND ACKNOWLEDGMENT


     I, a
resident
of                   (state, or country if other than
U.S.), accept the Restricted Stock Unit Award described in this Agreement and
in the Plan, and 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:	 	 
	 	 	 	 	

	 	 	

	 	 	

	 	 	





Page 5