{"id":40168,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/nonqualified-stock-option-letter-agreement-amazon-com-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"nonqualified-stock-option-letter-agreement-amazon-com-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/nonqualified-stock-option-letter-agreement-amazon-com-inc-and.html","title":{"rendered":"Nonqualified Stock Option Letter Agreement &#8211; Amazon.com Inc. and Tom A. Alberg"},"content":{"rendered":"<pre>\n\n                                AMAZON.COM, INC.\n\n                   NONQUALIFIED STOCK OPTION LETTER AGREEMENT\n\n\n\nTO:      Tom A. Alberg                         Date of Grant: December 6, 1995\n\n         We are pleased to inform you that you have been selected by the Board\nof Directors (the 'Board') of Amazon.com, Inc. (the 'Company') to receive a\nnonqualified stock option for the purchase of 10,000 shares of the Company's\nCommon Stock at an exercise price of $4.00 per share.\n\n         TERM:  The term of the option is five years from date of grant, unless\nsooner terminated.\n\n         VESTING:  The option will vest and become exercisable according to the\nfollowing schedule:\n\n\n\nDate on and After Which                             Exercisable Portion\n Option is Exercisable                                of Total Option\n ---------------------                                ---------------\n                                             \n     Date of Grant                                     4,000 Shares\nDate of Grant + 2 Years                         An additional 3,000 Shares\nDate of Grant + 4 Years                         An additional 3,000 Shares\n\n\n         EXERCISE:  During your lifetime only you can exercise the option.  The\noption may be exercised by the personal representative of your estate, by the\nbeneficiary you have designated on forms prescribed by and filed with the\nCompany, or the beneficiary of your estate following your death.  You may use\nthe Notice of Exercise of Nonqualified Stock Option in the form attached to\nthis Agreement when you exercise the option.\n\n         The Board of Directors may, in its sole discretion at the time of\nexercise, determine that the exercise of this option is subject to your\nexecution of a Shareholders Agreement, in the form in use at the time of\nexercise, whereby under certain circumstances, you grant to specified persons a\nright to purchase the shares acquired by you upon exercise of the option.\n\n         PAYMENT FOR SHARES:  The option may be exercised by the delivery of:\n\n         (a)     Cash, personal check (unless, at the time of exercise, the\nCompany determines otherwise), bank certified or cashier's check;\n\n         (b)     Unless the Board in its sole discretion determines otherwise,\nshares of the capital stock of the Company held by you for a period of at least\nsix months having a fair market value at the time of exercise, as determined in\ngood faith by the Board, equal to the exercise price; or\n\n         (c)     After such time as the Company may have its common stock\npublicly traded on a national securities exchange or other national trading\nmarket, a properly executed exercise notice together with irrevocable\ninstructions to a broker to promptly deliver to the Company the amount of sale\nor loan proceeds to pay the exercise price.\n\n         WITHHOLDING TAXES:  As a condition to the exercise of the option, you\nmust make such arrangements as the Company may require for the satisfaction of\nany federal, state or local withholding tax obligations that may arise in\nconnection with such exercise.  The Company has the right to retain without\nnotice sufficient shares of stock to satisfy the withholding obligation.  To\nthe extent permitted or required by the Company, you may satisfy the\nwithholding obligation by electing to have the Company or a related corporation\nwithhold from the shares to be issued upon exercise that number of shares\nhaving a fair market value equal to the amount required to be withheld.  If you\nare subject to Section 16 of the Securities Exchange Act of 1934, as amended\n(the 'Exchange Act'), you must comply with certain requirements in order to\nmake such election.\n\n         TERMINATION:  If your relationship with the Company as an advisor,\nconsultant or member of the Board ceases for any reason, and unless by its\nterms the option sooner terminates or expires, then you may exercise, for a\nsix-month period, that portion of the option which is exercisable at the time\nof such cessation, but the option will terminate at the end of such period\nfollowing such cessation as to all shares for which it has not theretofore been\nexercised.  Any portion of the option which is not exercisable at the time of\nsuch cessation shall terminate upon such cessation.\n\n         TRANSFERABILITY OF OPTION:  This option and the rights and privileges\nconferred hereby may not be transferred, assigned, pledged or hypothecated in\nany manner by you (whether by operation of law or otherwise) other than by will\nor by the applicable laws of descent and distribution and shall not be subject\nto execution, attachment or similar process.  This option is personal to you\nand is exercisable solely by you.  Any attempt to transfer, assign, pledge,\nhypothecate or otherwise dispose of this option or of any right or privilege\nconferred hereby, contrary to the provisions hereof, or the sale or levy or any\nattachment or similar process upon the rights and privileges conferred hereby\nwill be null and void.  Notwithstanding the foregoing, to the extent permitted\nby applicable law and regulation, the Company, in its sole discretion, may\npermit you to (i) during your lifetime, designate a person who may exercise the\noption after your death by giving written notice of such designation to the\nCompany (such designation may be changed from time to time by you by giving\nwritten notice to the Company revoking any earlier designation and making a new\ndesignation) or (ii) transfer the option and the rights and privileges\nconferred hereby.\n\n         NO STATUS AS SHAREHOLDER:  Neither you nor any party to whom your\nrights and privileges under the option pass will be, or have any of the rights\nor privileges of, a shareholder of the Company with respect to any of the\nshares issuable upon the exercise of this option unless and until this option\nhas been exercised.\n\n\n\n                                       -2-\n\n         CONTINUATION OF RELATIONSHIP:  Nothing in this option will confer upon\nyou any right to continue in the employ or other relationship of the Company or\nof a related corporation, or to interfere in any way with the right of the\nCompany or of any such related corporation to terminate your employment or\nother relationship with the Company at any time.\n\n         ADJUSTMENTS UPON CHANGES IN CAPITALIZATION:  The aggregate number and\nclass of shares covered by this option and the exercise price per share thereof\n(but not the total price), will all be proportionately adjusted for any\nincrease or decrease in the number of issued shares of Common Stock of the\nCompany resulting from a split-up or consolidation of shares or any like\ncapital adjustment, or the payment of any stock dividend.\n\n         (A)     EFFECT OF LIQUIDATION OR REORGANIZATION:\n\n                 (1)      Cash, Stock or Other Property for Stock.  Except as\nprovided in subsection (a)(2), upon a merger, consolidation, acquisition of\nproperty or stock, separation, reorganization or liquidation of the Company, as\na result of which the shareholders of the Company receive cash or other\nproperty in exchange for or in connection with their shares of Common Stock and\nwill hold less than 50% of the voting securities of the acquiring entity, this\noption will terminate, but you will have the right immediately prior to any\nsuch merger, consolidation, acquisition of property or stock, separation,\nreorganization or liquidation to exercise your option in whole or in part\nwhether or not the vesting requirements set forth in this agreement have been\nsatisfied.\n\n                 (2)      Conversion of Options on Stock for Stock Exchange.\nIf the shareholders of the Company receive capital stock of another corporation\n('Exchange Stock') in exchange for their shares of Common Stock in any\ntransaction involving a merger, consolidation, acquisition of property or\nstock, separation or reorganization, this option will be converted into an\noption to purchase shares of Exchange Stock.  The amount and price of converted\noptions will be determined by adjusting the amount and price of this option in\nthe same proportion as used for determining the number of shares of Exchange\nStock that holders of shares of Common Stock are entitled to receive in such\nmerger, consolidation, acquisition of property or stock, separation or\nreorganization.  If, as a result of such transaction, the shareholders of the\nCompany immediately prior to the transaction will hold less than 50% of the\nvoting securities of the acquiring entity immediately after the transaction,\nthe converted option will be fully vested whether or not the vesting\nrequirements set forth in this agreement have been satisfied; provided,\nhowever, that such acceleration will not occur if, in the opinion of the\nCompany's independent accountants, such acceleration would render unavailable\n'pooling of interests' accounting treatment for any reorganization, merger or\nconsolidation of the Company for which pooling of interests accounting\ntreatment is sought by the Company.\n\n         (B)     FRACTIONAL SHARES\n\n         In the event of any adjustment in the number of shares covered by this\noption, any fractional shares resulting from such adjustment will be\ndisregarded and the option will cover only the number of full shares resulting\nfrom such adjustment.\n\n\n\n\n\n                                      -3-\n\n\n         (C)     DETERMINATION OF BOARD TO BE FINAL\n\n         All adjustments referred to herein will be made by the Board of\nDirectors, and its determination as to what adjustments will be made, and the\nextent thereof, will be final, binding and conclusive.\n\n         SECURITIES REGULATION:  Shares will not be issued pursuant to this\noption unless the exercise of such option and the issuance and delivery of such\nshares pursuant thereto complies with all relevant provisions of law,\nincluding, without limitation, any applicable state securities laws, the\nSecurities Act of 1933, as amended, the Exchange Act, the rules and regulations\npromulgated thereunder, and the requirements of any stock exchange upon which\nthe shares may then be listed.\n\n         As a condition to the exercise of this option, the Company may require\nyou to represent and warrant at the time of any such exercise that the shares\nare being purchased only for investment and without any present intention to\nsell or distribute such shares if, in the opinion of counsel for the Company,\nsuch a representation is required by any relevant provision of the\naforementioned laws.  At the option of the Company, a stop-transfer order\nagainst any shares of stock may be placed on the official stock books and\nrecords of the Company, and a legend indicating that the stock may not be\npledged, sold or otherwise transferred, unless an opinion of counsel is\nprovided (concurred in by counsel for the Company) stating that such transfer\nis not in violation of any applicable law or regulation, may be stamped on\nstock certificates in order to assure exemption from registration.  The Company\nmay also require such other action or agreement by you as may from time to time\nbe necessary to comply with the federal and state securities laws.  THIS\nPROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS\nOPTION OR THE SHARES ISSUABLE HEREUNDER.\n\n         Should any of the Company's capital stock of the same class as the\nstock subject to this option be listed on a national securities exchange, all\nshares issued hereunder if not previously listed on such exchange will be\nauthorized by that exchange for listing thereon prior to the issuance thereof.\n\n\n\n\n\n                                      -4-\n\n\n         Please execute the Acceptance and Acknowledgment set forth below on\nthe enclosed copy of this Agreement and return it to the undersigned.\n\n                                        Very truly yours,\n\n\n\n                                        AMAZON.COM, INC.\n\n\n                                        By      Jeff P. Bezos\n                                           ----------------------------\n                                        Its      President\n                                            ---------------------------\n\n\n\n\n                                      -5-\n\n\n                         ACCEPTANCE AND ACKNOWLEDGMENT\n\n         I, a resident of the State of Washington, accept the nonqualified\nstock option described herein.  I have read and understand the Agreement.\n\nDated:  December 6, 1995\n\n\n\n\n\n        [redacted]                              Tom A. Alberg             \n-------------------------------        ---------------------------------\nTaxpayer I.D. Number                            Tom A. Alberg\n\n                                       Address     3404 East Ward        \n                                              ---------------------------\n\n                                                  Seattle, WA  98112       \n                                       ------------------------------------\n\n                                       ------------------------------------\n\n\n         By her signature below, the spouse of the Optionee, if such Optionee\nis legally married as of the date of his execution of this Agreement,\nacknowledges that she has read this Agreement and is familiar with the terms\nand provisions thereof, and agrees to be bound by all the terms and conditions\nof this Agreement.\n\nDated:  December 6, 1995\n\n                                        Judith Beck\n                                        ----------------------------\n                                        Spouse's Signature\n\n\n\n                                        Judith Beck\n                                        -----------------------------\n                                        Printed Name\n\n         By his signature below, the Optionee represents that he is not legally\nmarried as of the date of execution of this Agreement.\n\nDated:  December 6, 1995\n\n                                        ------------------------------\n                                        Optionee's Signature\n\n\n\n\n\n\n                NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION\n\nTo:  Amazon.com, Inc.\n\n         I, a resident of the State of Washington, hereby exercise my\nnonqualified stock option granted by Amazon.com, Inc. (the 'Company') on\nDecember 6, 1995, and notify the Company of my desire to purchase ________\nshares of Common Stock of the Company (the 'Securities') at the exercise price\nof $__________ per share which were offered to me pursuant to said option.\n\n         I hereby represent and warrant that (1) I have been furnished with all\ninformation which I deem necessary to evaluate the merits and risks of the\npurchase of the Securities; (2) I have had the opportunity to ask questions and\nreceive answers concerning the information received about the Securities and\nthe Company; and (3) I have been given the opportunity to obtain any additional\ninformation I deem necessary to verify the accuracy of any information obtained\nconcerning the Securities and the Company.\n\n         I am aware that the Securities have not been registered under the\nFederal Securities Act of 1933 (the '1933 Act') or any state securities laws,\npursuant to exemption(s) from registration.  I understand that the reliance by\nthe Company on such exemption(s) is predicated in part upon the truth and\naccuracy of the statements by me in this Notice of Exercise.\n\n         I hereby represent and warrant that I am purchasing the Securities for\nmy own personal account for investment and not with a view to the sale or\ndistribution of all or any part of the Securities.\n\n         I understand that because the Securities have not been registered\nunder the 1933 Act, I must continue to bear the economic risk of the investment\nfor an indefinite time and the Securities cannot be sold unless the Securities\nare subsequently registered or an exemption from registration is available.\n\n         I agree that I will in no event sell or distribute all or any part of\nthe Securities unless (1) there is an effective registration statement under\nthe 1933 Act and applicable state securities laws covering any such transaction\ninvolving the Securities or (2) the Company receives an opinion of my legal\ncounsel (concurred in by legal counsel for the Company) stating that such\ntransaction is exempt from registration or the Company otherwise satisfies\nitself that such transaction is exempt from registration.\n\n         I consent to the placing of a legend on my certificate(s) for the\nSecurities stating that the Securities have not been registered and setting\nforth the restriction on transfer contemplated hereby and to the placing of a\nstop transfer order on the books of the Company and with any transfer agents\nagainst the Securities until the Securities may be legally resold or\ndistributed.\n\n         I understand that at the present time Rule 144 of the Securities and\nExchange Commission ('SEC') may not be relied on for the resale or distribution\nof the Securities by me.\n\n\n\n\n\n\n\nI understand that the Company has no obligation to me to register the\nSecurities with the SEC and has not represented to me that it will register the\nSecurities.\n\n         I AM ADVISED, PRIOR TO MY PURCHASE OF THE SECURITIES, THAT NEITHER THE\nOFFERING OF THE SECURITIES NOR ANY OFFERING MATERIALS HAVE BEEN REVIEWED BY ANY\nADMINISTRATOR UNDER THE SECURITIES ACT OF 1933, THE WASHINGTON STATE SECURITIES\nACT OR ANY OTHER APPLICABLE SECURITIES ACT (THE 'ACTS') AND THAT THE SECURITIES\nHAVE NOT BEEN REGISTERED UNDER ANY OF THE ACTS AND THEREFORE CANNOT BE RESOLD\nUNLESS THEY ARE REGISTERED UNDER THE ACTS OR UNLESS AN EXEMPTION FROM SUCH\nREGISTRATION IS AVAILABLE.\n\n         Dated:  ________________\n\n\n\n_________________________                 ________________________________\n\nTaxpayer I.D. Number                                 Tom A. Alberg\n\n                                        Address___________________________\n\n                                        __________________________________\n\n                                        __________________________________\n\n\n\n\n\n\n\n                                    RECEIPT\n\n         _________________________ hereby acknowledges receipt from\n______________ in payment for ______________ shares of Common Stock of\nAmazon.com, Inc., a Washington corporation, of $_____________ in the form of\n\n         [ ]     Cash\n\n         [ ]     Check (personal, cashier's or bank certified)\n\n         [ ]     __________ shares of the Company's Common Stock, fair market\n                 value $_______ per share held by the Optionee for a period of\n                 at least six months\n\n         [ ]     Copy of irrevocable instructions to Broker\n\n\n\n                                           ____________________________\n\nDate:  ______________                      For:  Amazon.com, Inc.\n\n\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-40168","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\/40168","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=40168"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40168"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40168"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40168"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}