Exhibit 10.53 G. Rogers


    Exhibit
      10.53

     

    January
      2, 2007

    


    


    Mr.
      Glenn
      Rogers

    6
      Melrose
      Place

    Montclair,
      NJ 07042

    


    Dear
      Glenn:

    


    It
      is
      with tremendous pleasure that we confirm the details of your employment terms
      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
                Operating Officer

               

            
	
              Base
                Salary:

            	
              $250,000/annum

               

            
	
              Bonus:

            	
              You
                are eligible to receive up to 50% of your base pay as an annual bonus.
                Your bonus will be based on meeting mutually agreed upon individual
                objectives and the Company’s overall performance. Any decision on and
                payment of your bonus will be made no later than your first payroll
                period
                following the date of the Company’s public reporting of financial results
                for the previous year.

               

            
	
              Long
                Term Compensation:

            	
              You
                will be granted, effective as of January 2, 2007, two awards of restricted
                stock units, one for 50,000 units and one for 25,000 units, under
                Audible’s Stock Incentive Plan, both of which awards will be subject to
                the terms and conditions of our standard restricted stock unit
                agreement.

               

            
	
              Unit
                Vesting Schedules:

            	
              Your
                50,000 restricted stock unit award shall vest in accordance with
                the
                following schedule provided that you remain employed with us as of
                the
                respective vesting date: 33.3% of the units will vest on the first
                anniversary of the grant date, 33.3% of the units will vest on the
                second
                anniversary of the grant date, and 33.4% of the units will vest on
                the
                third anniversary of the grant date. Your 25,000 restricted stock
                unit
                award shall vest in full on June 1, 2008 provided that you remain
                employed
                with us continuously through such 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
                restricted stock unit agreement provides for automatic vesting of
                50% of
                unvested 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. It also provides 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 100% 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:

            	
              If
                you are terminated, without Cause, you will be entitled to base
                salary for six
                (6) months
                after the termination of your employment.  This
                severance shall be paid out as salary continuation as if you
                continued your employment during the six (6) month period subsequent
                to the effective date of your termination (the “Severance Pay Period”),
                and which will continue even if you become employed elsewhere on
                or before
                the end of the Severance Pay Period.  The Company shall pay, on
                your behalf, one hundred percent (100%) of the cost of your and any
                of
                your dependents group health plan continuation coverage elected by
                you for
                the six (6) months period immediately following the effective
                date of termination.  Thereafter the cost of medical benefit
                continuation shall be your sole responsibility.  If you are
                terminated with Cause, you will not be entitled to any severance
                pay or
                payment for group health plan continuation. Any payment hereunder is
                conditioned upon your honoring the covenants contained in the
                Confidentiality, Non-Competition and Invention Assignment Agreements
                and
                your executing a release of all claims arising from your employment
                by the
                Company, in such form as may then be used by Audible, Inc. respecting
                termination of employees.

               

              For
                purposes of this Agreement,
                the
                term "Cause" shall include a termination for (1) fraud (including
                but not
                limited to any acts of embezzlement or misappropriation of funds);
                (2)
                serious dereliction of fiduciary obligation; (3) conviction of a
                felony,
                plea of guilty or nolo
                contendere to
                a felony charge or any criminal act involving moral turpitude (which,
                through lapse of time or otherwise, is not subject to appeal); (4)
                repeatedly
                being under the influence of drugs or alcohol (other than prescription
                medicine or other medically-related drugs to the extent that they
                are
                taken in accordance with their directions) during the performance
                of your
                duties under this Agreement, or, while under the influence of such
                drugs
                or alcohol, engaging in grossly inappropriate conduct during the
                performance of your duties under this Agreement; or (5)
                gross negligence or willful misconduct in the performance of Executive’s
                duties and obligations.

            


    

     

    This
      Agreement supersedes all prior agreements, written or oral, between you and
      Audible relating to the subject matter of this Agreement except the Employee
      Non-Disclosure, Developments and Non-Compete Agreement executed by you on July
      5, 2005. This Agreement supersedes your offer letter executed on or about June
      23, 2005. 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.
      Your
      signature below indicates acceptance of these terms. 

    


    


    Regards,

    


    


    /s/
      William H. Mitchell

    


    William
      H. Mitchell

    Chief
      Financial Officer

    Audible,
      Inc. 

     

     

    Accepted:
       /s/
      Glenn Rogers  
      Date: January
      2, 2007  

    Glenn
      Rogers