{"id":38915,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-amazon-com-inc-and-warren-c-jenson.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-amazon-com-inc-and-warren-c-jenson","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-amazon-com-inc-and-warren-c-jenson.html","title":{"rendered":"Employment Agreement &#8211; Amazon.com Inc. and Warren C. Jenson"},"content":{"rendered":"<pre>\nSeptember 4, 1999\n\nMr. Warren C. Jenson\n1976 West Paces Ferry\nAtlanta, GA  30327\n\n\nRE:     OFFER OF EMPLOYMENT\n\nDear Warren:\n\n        On behalf of Amazon.com, Inc. (the \"Company\"). I am very pleased to\noffer you the position of Vice President and Chief Financial Officer. This\nletter, as amended and restated on September 30, 1999, clarifies and confirms\nthe terms of your employment with the Company.\n\n1.      START DATE\n\n        Unless we mutually agree otherwise, you will commence employment on\nSeptember 7, 1999 (the \"Start Date\").\n\n2.      SALARY\n\n        Your starting salary will be $175,000 annualized, payable monthly in\naccordance with the Company's standard payroll practice and subject to\napplicable withholding taxes. Because your position is exempt from overtime\npay, your salary will compensate you for all hours worked. Your base salary\nwill be reviewed annually by the Board of Directors or its Compensation\nCommittee, and any increases will be effective as of the date determined by the\nBoard or its Compensation Committee.\n\n3.      SIGNING BONUS\n\n        In appreciation for your decision to join us, the Company will pay you\na signing bonus in the amount of $7,400,000, payable in five installments on\nthe dates of your first regular paychecks following each of your Start Date and\nthe first four anniversaries of your Start Date and in accordance with the\nCompany's standard payroll practice and subject to applicable withholding taxes\nas follows:\n\n\n\nSTART DATE\/ANNIVERSARY OF START DATE              BONUS AMOUNT\n                                               \nStart Date                                        $2,150,000\nFirst Anniversary                                 $1,250,000\nSecond Anniversary                                $1,250,000\nThird Anniversary                                 $1,250,000\nFourth Anniversary                                $1,500,000\n\n\n         If your employment with the Company is terminated for any reason prior\nto the fifth anniversary of your Start Date, you will be responsible for\nreimbursing the Company for the current year's bonus, on a pro-rated monthly\nbasis (over  the twelve months of that year of employment), and the Company\nwill not be obligated to pay you any future installments of the signing bonus.\n\n4.      BENEFITS\n\n        You will also be entitled, during the term of your employment, to such\nvacation, medical and other employee benefits as the Company may offer from time\nto time, subject to applicable eligibility requirements. The Company does\nreserve the right to make any modifications in the benefits package that it\ndeems appropriate. The Company's current vacation policy is to provide you with\ntwo weeks paid\n          \n\nvacation per year in the first year of your employment and three weeks per\nyear thereafter during the term of your employment. You are also eligible to\nparticipate in Amazon.com's 401(k) retirement plan the first quarter after 90\ndays of employment and to enroll in our major medical plan on the first entry\ndate following the commencement of your employment. Relocation benefits as\ndiscussed will also be included, a summary of which will be provided.\n\n5.      STOCK OPTIONS\n\n        As we discussed, the Company takes a long-term approach to investment,\nand its employees are its most important investments. Our compensation structure\nis weighted towards equity ownership because we believe we will create the most\nvalue for the Company and its shareholders over time by having employees think\nand act like, and therefore be, owners. To this end, and subject to Board of\nDirectors' approval, you will be granted a 20-year option to purchase 2,000,000\nshares of Amazon.com common stock, which will vest at the rate of 100,000 shares\nat the end of each year of employment. These share amounts reflect the 2-for-1\nsplit of the Company's common stock effective on September 1, 1999. The strike\nprice on your stock option grant will be the fair market value per share of such\nstock on the later of the Start Date or the date that the Compensation Committee\napproves your grant. Your option will be documented by delivery to you of a\nStock Option Letter Agreement specifying the terms and conditions of the option.\n\n6.      EMPLOYMENT AT WILL\n          \n        If you accept our offer of employment, you will be an employee-at-will,\nmeaning that either you or the Company may terminate our relationship at any\ntime for any reason, with or without cause. Any statements to the contrary that\nmay have been made to you, or that may be made to you, by the Company, its\nagents, or representatives are superseded by this offer letter.\n\n8.      CONFIDENTIALITY, NON COMPETITION AND INVENTION ASSIGNMENT AGREEMENT\n\n        As a condition of your employment pursuant to this offer letter, we do\nrequire that you sign the enclosed Confidentiality, Noncompetition and Invention\nAssignment Agreement. The Company's willingness to grant you the stock options\nreferred to above is based in significant part on your commitment to fulfill the\nobligations specified in that agreement. As further compensation for\nsatisfaction of obligations under that agreement, the Company will pay you\n$100,000 as a part of your first regular paycheck following the Start Date.\n\n        You should know that the agreement will significantly restrict you\nfuture flexibility in many ways. For example, you will be unable to seek or\naccept certain employment opportunities for a period of 18 months after you\nleave the Company. Please review the agreement carefully and, if appropriate,\nhave your attorney review it as well.\n\n9.      ADDITIONAL PROVISIONS\n\n        Your employment pursuant to this letter is also contingent upon your\nsubmitting the legally required proof of your identity and authorization to work\nin the United States.\n\n        The terms described in this letter, if you accept this offer, will be\nthe terms of your employment, and this letter supersedes any previous\ndiscussions or offers. Any additions or modifications of these terms would have\nto be in writing and signed by you and an officer of the company.\n\n        If you wish to accept employment with the company, please indicate so by\nsigning both copies of this letter and both copies of the enclosed\nConfidentiality, Noncompetition and Invention Assignment Agreement, retaining\none of each for your files and returning the other to Joe Galli on or before\nSeptember 6, 1999, upon which date this offer will expire.\n\n        We are very excited about the possibility of your joining us. I hope\nthat you will accept this offer and look forward to a productive and mutually\nbeneficial working relationship. Please let me know if I can answer any\nquestions for you about any of the matters outlined in this letter.\n\nSincerely,\n\n\/s\/ JOE GALLI\n--------------------\n    Joe Galli\n    President &amp; COO\n    Amazon.com, Inc.\n\n\n\n\nACCEPTANCE\nI accept employment with Amazon.com, Inc. under the terms set forth in this\nletter:\n\n\n\/s\/ WARREN C. JENSON\n--------------------------\nSignature\n\nPrinted Name: Warren C. Jenson          Start Date: September 7, 1999\n\nDated as of September 6, 1999\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6645],"corporate_contracts_industries":[9492],"corporate_contracts_types":[9539,9544],"class_list":["post-38915","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amazoncom-inc","corporate_contracts_industries-retail__books","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38915","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38915"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38915"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38915"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38915"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}