Exhibit 10.52 D. Katz


    Exhibit
      10.52

    


    


    January
      2, 2007

    


    


    Donald
      R.
      Katz

    Audible,
      Inc.

    65
      Willowbrook Blvd.

    Wayne,
      NJ
      07470

    


    Dear
      Don:

    


    It
      is
      with tremendous pleasure that we confirm the details of your employment terms
      for the next three years that have been approved by Audible’s Board of Directors
      and will become effective on January 2, 2007. The specifics of our agreement
      are
      as follows: 

     

    

      
        	
                Function:

              	
                Chief
                  Executive Officer and Chairman of the Board

                 

              
	
                Base
                  Salary:

              	
                $300,000/annum.
                  Your base salary will not be diminished during the term of your
                  employment
                  as a result of a change in your job title or function.

                 

              
	
                Annual
                  Bonus:

              	
                You
                  are eligible to receive an annual bonus, payable in the form of
                  a stock
                  award, of up to 25,000 shares each year under Audible’s Stock Incentive
                  Plan with the following allocation each year: 50% may be granted
                  in the
                  discretion of the Compensation Committee and 50% based on meeting
                  mutually
                  agreed upon individual objectives and the Company’s overall performance
                  objectives. The Company performance objectives will be meeting
                  or
                  exceeding 2007, 2008 and 2009 budget numbers for revenue and EBITDA.
                  Any
                  stock awarded pursuant to this provision will be vested immediately.
                  Any
                  decision on your bonus entitlement will be made, and shares distributed
                  accordingly, no later than the date of the Company’s public reporting of
                  financial results for the previous year provided that you are employed
                  with us at the time.

                 

              
	
                Annual
                  Equity Awards:

              	
                On
                  the first business day of 2007, 2008 and 2009, provided that you
                  are then
                  employed with the Company, you will be granted an award of 60,000
                  Audible
                  stock options and 20,000 restricted stock units under Audible’s Stock
                  Incentive Plan. The stock options will have an exercise price per
                  share
                  equal to the closing market price on the date of grant. The stock
                  option
                  and restricted stock unit awards will be subject to the terms and
                  conditions of our standard stock option and restricted stock unit
                  agreements, and the stock options will be incentive stock options
                  to the
                  fullest extent permitted by law. The stock option and restricted
                  stock
                  unit awards will vest semi-annually over three years from the date
                  of
                  grant provided that you remain employed with us continuously through
                  such
                  vesting date. The Company will, unless you request otherwise and
                  make
                  sufficient arrangements for the required payment of taxes, withhold
                  from
                  the shares otherwise deliverable under the units on each vesting
                  date a
                  number of shares having a fair market value sufficient in amount
                  to
                  satisfy your tax liabilities that arise from such vesting, up to
                  the
                  statutory minimum withholding amount required by law.

                 

              
	
                Accelerated
                  Vesting:

              	
                Our
                  stock option and restricted stock unit agreements provide for automatic
                  vesting of 50% of unvested options and units in the event of a
                  sale or
                  merger of the company resulting in a qualified “Change of Control” (as
                  defined therein) prior to full vesting. They also provide that,
                  at the
                  time of the transaction, additional accelerated vesting can be
                  approved by
                  the Board.

                 

              
	
                Compliance:

              	
                You
                  agree to comply fully with all Audible policies and procedures,
                  including
                  but not limited to, any memoranda and communications pertaining
                  to
                  Audible’s policies, procedures, rules and regulations.

                 

              
	
                Benefits:

              	
                You
                  will continue to be eligible to participate in the Company’s health care
                  and dental plans, and in all other welfare and retirement plans
                  that the
                  Company makes available generally to its senior management team
                  members,
                  subject to their exclusions and limitations. The company will continue
                  to
                  cover two-thirds of the premium for your health care and dental
                  coverage
                  including coverage under the Company’s plan for your eligible dependents.
                  The Company will also pay 25% of your annual membership at a health
                  club
                  of your choice, reasonably approved by the Company.

                 

              
	
                Time
                  Off:

              	
                You
                  will be entitled to twenty-five (25) days of vacation per year,
                  to be
                  taken at such times as are mutually convenient to you and the Company.
                  The
                  Company typically observes seven holidays each year.

                 

              
	
                Severance:

              	
                The
                  terms of the letter agreement dated July 30, 2003 dealing with
                  severance
                  and the conditions thereof (the “Severance Agreement”) will continue in
                  effect for three years from the date of this letter and are incorporated
                  fully herein, with the modifications described below. A copy of
                  the
                  Severance Agreement is attached hereto. Payments under the Severance
                  Agreement shall not be triggered, and you shall not have Good Reason
                  to
                  terminate employment, if you cease to hold the title or have the
                  authority, duties or responsibilities of Chief Executive Officer
                  but
                  continue to have the opportunity to serve as executive chairman
                  of the
                  Company. The Board, in its discretion, may choose to accelerate
                  vesting of
                  outstanding options or restricted stock units in addition to the
                  50%
                  vesting of unvested stock options provided for under Paragraph
                  4 of the
                  Severance Agreement. Solely to the extent required to comply with
                  the
                  provisions of Section 409A of the Internal Revenue Code of 1986,
                  as
                  amended (“Section 409A”), all payments due under the Severance Agreement
                  during the six-month period measured from the date that you incur
                  a
                  Separation from Service (as defined under Section 409A) will accrue
                  and be
                  paid to you with interest at prime plus 1% on the first business
                  day after
                  expiration of such six-month period. You will not be entitled to
                  severance
                  if your employment is terminated at any time and for any reason
                  after
                  three (3) years from the date of this
                  letter.

              


      

    

    
This
      Agreement supersedes all prior agreements, written or oral, between you and
      Audible relating to the subject matter of this Agreement except the Severance
      Agreement and the restrictive covenants set forth in the Employee
      Non-Disclosure, Developments and Non-Compete Agreement executed by you on July
      22, 1996. This Agreement may not be modified, changed or discharged in whole
      or
      in part, except by a written agreement signed by both you and the Company.
      You
      signature below indicates acceptance of these terms. 

    


    


    Regards,

    


    


    /s/
      William H. Mitchell

    


    William
      H. Mitchell

    Chief
      Financial Officer

    Audible,
      Inc. 


     

    Accepted:
       /s/
      Donald R. Katz  
      Date: January
      2, 2007