AMAZON COM INC
EXHIBIT 10.9
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<TYPE>EX-10.9
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<FILENAME>v87419orexv10w9.htm
<DESCRIPTION>EXHIBIT 10.9
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<P align="right"><FONT size="2"><B>Exhibit&nbsp;10.9</B></FONT>
<P align="right"><FONT size="2"><B>&nbsp;</B></FONT>
<P align="left"><FONT size="2">August&nbsp;26, 2002</FONT>

<P align="left"><FONT size="2">Mr.&nbsp;Thomas J. Szkutak<BR>
[Address deleted]<BR>

</FONT>
<P align="left"><FONT size="2">Dear Tom:
</FONT>
<P align="left"><FONT size="2">On behalf of Amazon.com Holdings (the &#147;Company&#148;), I am very pleased to offer
you the position of Senior Vice President and Chief Financial Officer of
Amazon.com. This letter clarifies and confirms the terms of your employment
with the Company.
</FONT>
<P align="left"><FONT size="2"><B>Start Date and Salary</B>
</FONT>
<P align="left"><FONT size="2">Unless we mutually agree otherwise in writing, you will commence employment on
October&nbsp;1, 2002 (Start Date). Your starting salary will be $150,000
annualized, payable in accordance with the Company&#146;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.
</FONT>
<P align="left"><FONT size="2"><B>Signing Bonus</B>
</FONT>
<P align="left"><FONT size="2">In appreciation for your decision to join us, along with your first regular
paycheck the Company will pay you a lump sum bonus in the amount of $500,000.
This bonus will be payable in accordance with the Company&#146;s standard payroll
practice and subject to applicable withholding taxes.
</FONT>
<P align="left"><FONT size="2">In addition, over the first four years of active employment, the Company will
pay you a signing bonus of $2,400,000, payable in equal monthly installments in
the amount of $50,000 commencing in October 2002 through September 2006. All
payments will be payable in accordance with the Company&#146;s standard payroll
practice and subject to applicable withholding taxes. If your employment with
the Company is terminated for any reason prior to September&nbsp;30, 2006, any
monthly payments will cease after the date of termination.
</FONT>
<P align="left"><FONT size="2"><B>Relocation</B>
</FONT>
<P align="left"><FONT size="2">For information about your relocation benefits, please review the attached
document.
</FONT>
<P align="left"><FONT size="2"><B>Benefits</B>
</FONT>
<P align="left"><FONT size="2">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 eligible to participate in Amazon.com&#146;s 401(k) retirement plan on the first
entry date following the commencement of your employment. You are also
eligible to enroll in our major medical plan on the first entry date following
the commencement of your employment.
</FONT>
<P align="left"><FONT size="2"><B>Restricted Stock Grant</B>
</FONT>
<P align="left"><FONT size="2">Subject to Board of Directors&#146; approval, you will be awarded 500,000 shares of
restricted stock of Amazon.com, Inc. (the &#147;Stock Award&#148;). The Stock Award will
vest according to the following schedule, subject to your continued employment
with the Company: 2/7ths of the Stock Award will vest on your second
anniversary of employment and an additional 1/7th of the Stock Award will vest
on each subsequent anniversary of your employment. The unvested portion of the
Stock Award will be subject to forfeiture upon termination of your employment
with the Company. The Stock Award will be documented by delivery to you of a
Restricted Stock Award Agreement specifying the terms and conditions of the
award.
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<P align="left"><FONT size="2"><B>Employment At Will</B>
</FONT>
<P align="left"><FONT size="2">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.
</FONT>
<P align="left"><FONT size="2"><B>Confidentiality, Noncompetition and Invention Assignment Agreement</B>
</FONT>
<P align="left"><FONT size="2">As a condition of your employment pursuant to this offer letter, we require
that you sign the enclosed Confidentiality, Noncompetition and Invention
Assignment Agreement. The Company&#146;s willingness to award you the compensation
referred to above is based in significant part on your commitment to fulfill
the obligations specified in that agreement.
</FONT>
<P align="left"><FONT size="2">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&nbsp;months after you leave the
Company. Please review the agreement carefully and, if appropriate, have your
attorney review it as well.
</FONT>
<P align="left"><FONT size="2"><B>Employment Eligibility</B>
</FONT>
<P align="left"><FONT size="2">To comply with immigration laws, you must provide Amazon.com with evidence of
your identity and eligibility for employment in the United States no later than
three (3)&nbsp;business days of your date of hire. Please bring this documentation
to your new hire orientation.
</FONT>
<P align="left"><FONT size="2"><B>Additional Provisions</B>
</FONT>
<P align="left"><FONT size="2">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
offers. Any further additions or modifications of these terms would have to be
in writing and signed by you and an officer of the Company.
</FONT>
<P align="left"><FONT size="2">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.
</FONT>
<P align="left"><FONT size="2">We are very excited about the possibility of you joining us.
</FONT>
<P align="left"><FONT size="2">Sincerely,
</FONT>
<P align="left"><FONT size="2">/s/ JEFF BEZOS
</FONT>


<P align="left"><FONT size="2">Jeff Bezos<BR>
CEO
</FONT>
<P align="left"><FONT size="2">ACCEPTANCE</FONT>

<P align="left"><FONT size="2">I accept employment with Amazon.com Holdings, Inc. under the terms set forth in
this letter, including the Start Date indicated above:
</FONT>
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    <TD valign="top"><FONT size="2">/s/ THOMAS J. SZKUTAK
<HR size="1" noshade>
Thomas J. Szkutak</FONT></TD>
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8-28-02<HR size="1" noshade>
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