{"id":40792,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indemnification-agreement-amazon-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indemnification-agreement-amazon-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/indemnification-agreement-amazon-com-inc.html","title":{"rendered":"Indemnification Agreement &#8211; Amazon.com Inc."},"content":{"rendered":"<pre>\n                                AMAZON.COM, INC.\n\n                           INDEMNIFICATION AGREEMENT\n\n         This INDEMNIFICATION AGREEMENT, dated as of ___________, is between\nAMAZON.COM, INC., a Delaware corporation (the 'Company'), and __________________\n('Indemnitee').\n                                    RECITALS\n\n         A.      Indemnitee is a director or officer of the Company and in such\ncapacity is performing valuable services for the Company.\n\n         B.      The Company and Indemnitee recognize the difficulty in\nobtaining directors' and officers' liability insurance, the significant cost of\nsuch insurance and the periodic reduction in the coverage of such insurance.\n\n         C.      The Company and Indemnitee further recognize the substantial\nincrease in litigation subjecting directors and officers to expensive\nlitigation risks at the same time such liability insurance is being severely\nlimited.\n\n         D.      The Company has adopted and its stockholders have approved\nbylaws (the 'Bylaws') providing for the indemnification of the Company's\ndirectors and officers to the full extent permitted by Section 145 of the\nGeneral Corporation Law of Delaware (the 'Statute').\n\n         E.      The Bylaws and the Statute specifically provide that they are\nnot exclusive, and they thereby contemplate that contracts may be entered into\nbetween the Company and its directors and officers with respect to\nindemnification of such  directors and officers.\n\n         F.      To induce Indemnitee to serve or continue to serve the\nCompany, the Company desires to confirm the contract indemnification rights\nprovided in the Bylaws and agrees to provide Indemnitee with the benefits\ncontemplated by this Agreement.\n\n                                   AGREEMENTS\n\n1.       INDEMNITY OF INDEMNITEE\n\n         1.1.    SCOPE\n\n         The Company agrees to hold harmless and indemnify Indemnitee to the\nfull extent permitted by law, notwithstanding that the basis for such\nindemnification is not specifically enumerated in this Agreement, the Company's\nRestated Certificate of Incorporation, the Bylaws, any other statute or\notherwise.  In the event of any change, after the date of this\n\nAgreement, in any applicable law, statute or rule regarding the right of a\nDelaware corporation to indemnify a member of its Board of Directors or an\nofficer, such change, to the extent it would expand Indemnitee's rights\nhereunder, shall be included within Indemnitee's rights and the Company's\nobligations hereunder, and, to the extent it would narrow Indemnitee's rights\nor the Company's obligations hereunder, shall be excluded from this Agreement;\nprovided, however, that any change required by applicable laws, statutes or\nrules to be applied to this Agreement shall be so applied regardless of whether\nthe effect of such change is to narrow Indemnitee's rights or the Company's\nobligations hereunder.\n\n         1.2.    NONEXCLUSIVITY\n\n         The indemnification provided by this Agreement shall not be deemed\nexclusive of any rights to which Indemnitee may be entitled under the Company's\nRestated Certificate of Incorporation, the Bylaws, any agreement, any vote of\nstockholders or disinterested directors, the Statute or otherwise, whether as\nto action in Indemnitee's official capacity or otherwise.\n\n         1.3.    INCLUDED COVERAGE\n\n         If Indemnitee was or is made a party, or is threatened to be made a\nparty, to or is otherwise involved (including, without limitation, as a\nwitness) in any Proceeding (as defined below), the Company shall hold harmless\nand indemnify Indemnitee from and against any and all losses, claims, damages,\nliabilities or expenses, including, without limitation, attorneys' fees,\njudgments, fines, ERISA excise taxes or penalties, witness fees, amounts paid\nin settlement and other expenses incurred in connection with such Proceeding\n(collectively, 'Damages').\n\n         1.4.    DEFINITION OF PROCEEDING\n\n         For purposes of this Agreement, 'Proceeding' shall mean any completed,\nactual, pending or threatened action, suit, claim or proceeding, whether civil,\ncriminal, administrative or investigative (including an action by or in the\nright of the Company) and whether formal or informal, in which Indemnitee is,\nwas or becomes involved by reason of the fact that Indemnitee is or was a\ndirector, officer, employee, trustee or agent of the Company or that, being or\nhaving been such a director, officer, employee, trustee or agent, Indemnitee is\nor was serving at the request of the Company as a director, officer, employee,\ntrustee or agent of another corporation or of a partnership, joint venture,\ntrust or other enterprise (collectively, a 'Related Company'), including\nservice with respect to an employee benefit plan, whether the basis of such\nproceeding is alleged action (or inaction) by Indemnitee in an official\ncapacity as a director, officer, employee, trustee or agent or in any other\ncapacity while serving as a director, officer, employee, trustee or agent;\nprovided, however, that, except with respect to an action to enforce the\nprovisions of this Agreement, 'Proceeding' shall not include any action, suit,\nclaim or proceeding instituted by or at the direction of Indemnitee, unless\nsuch action, suit, claim or proceeding is or was authorized by the Company's\nBoard of Directors.\n\n\n\n                                       -2-\n\n         1.5.    DETERMINATION OF ENTITLEMENT\n\n         In the event that a determination of Indemnitee's entitlement to\nindemnification is required pursuant to Section 145(d) of the Statute or a\nsuccessor statute or pursuant to other applicable law, the appropriate decision\nmaker shall make such determination; provided, however, that Indemnitee shall\ninitially be presumed in all cases to be entitled to indemnification, that\nIndemnitee may establish a conclusive presumption of any fact necessary to such\na determination by delivering to the Company a declaration made under penalty\nof perjury that such fact is true and that, unless the Company shall deliver to\nIndemnitee a written notice that Indemnitee is not entitled to indemnification\nwithin 20 days after the Company's receipt of Indemnitee's initial written\nrequest for indemnification, such determination shall conclusively be deemed to\nhave been made in favor of the Company's provision of indemnification, and that\nthe Company hereby agrees not to assert otherwise.\n\n         1.6.    CONTRIBUTION\n\n         If the indemnification provided under Section 1.1 is unavailable by\nreason of a court decision, based on grounds other than any of those set forth\nin paragraphs (b) through (d) of Section 4.1, then, in respect of any\nProceeding in which the Company is jointly liable with Indemnitee (or would be\nif joined in such Proceeding), the Company shall contribute to the amount of\nDamages (including attorneys' fees) actually and reasonably incurred and paid\nor payable by Indemnitee in such proportion as is appropriate to reflect (i)\nthe relative benefits received by the Company on the one hand and Indemnitee on\nthe other from the transaction from which such Proceeding arose and (ii) the\nrelative fault of the Company on the one hand and of Indemnitee on the other in\nconnection with the events that resulted in such Damages as well as any other\nrelevant equitable considerations.  The relative fault of the Company on the\none hand and of Indemnitee on the other shall be determined by reference to,\namong other things, the parties' relative intent, knowledge, access to\ninformation and opportunity to correct or prevent the circumstances resulting\nin such Damages.  The Company agrees that it would not be just and equitable if\ncontribution pursuant to this Section 1.6 were determined by pro rata\nallocation or any other method of allocation that does not take account of the\nforegoing equitable considerations.\n\n         1.7.    SURVIVAL\n\n         The indemnification and contribution provided under this Agreement\nshall apply to any and all Proceedings, notwithstanding that Indemnitee has\nceased to serve the Company or a Related Company, and shall continue so long as\nIndemnitee shall be subject to any possible Proceeding, whether civil, criminal\nor investigative, by reason of the fact that Indemnitee was a director or\nofficer of the Company or serving in any other capacity referred to in Section\n1.4 of this Agreement.\n\n\n\n\n\n                                      -3-\n\n2.       EXPENSE ADVANCES\n\n         2.1.    GENERALLY\n\n         The right to indemnification of Damages conferred by Section 1 shall\ninclude the right to have the Company pay Indemnitee's expenses in any\nProceeding as such expenses are incurred and in advance of such Proceeding's\nfinal disposition (such right, an 'Expense Advance').\n\n         2.2.    CONDITIONS TO EXPENSE ADVANCE\n\n         The Company's obligation to provide an Expense Advance is subject to\nthe following conditions:\n\n                 2.2.1.   UNDERTAKING\n\n                 If the Proceeding arose in connection with Indemnitee's\nservice as a director or officer of the Company (and not in any other capacity\nin which Indemnitee rendered service, including service to any Related\nCompany), then Indemnitee or Indemnitee's representative shall have executed\nand delivered to the Company an undertaking, which need not be secured and\nshall be accepted without reference to Indemnitee's financial ability to make\nrepayment, by or on behalf of Indemnitee, to repay all Expense Advances if it\nshall ultimately be determined by a final, unappealable decision rendered by a\ncourt having jurisdiction over the parties that Indemnitee is not entitled to\nbe indemnified by the Company.\n\n                 2.2.2.           COOPERATION\n\n                 Indemnitee shall give the Company such information and\ncooperation as it may reasonably request and as shall be within Indemnitee's\npower.\n\n3.       PROCEDURES FOR ENFORCEMENT\n\n         3.1.    ENFORCEMENT\n\n         In the event that any claim for indemnity, whether an Expense Advance\nor otherwise, is made hereunder and is not paid in full within 60 days after\nwritten notice of such claim is delivered to the Company, Indemnitee may, but\nneed not, at any time thereafter bring suit against the Company to recover the\nunpaid amount of the claim (an 'Enforcement Action').\n\n         3.2.    PRESUMPTIONS IN ENFORCEMENT ACTION\n\n         In any Enforcement Action, the following presumptions (and limitation\non presumptions) shall apply:\n\n\n\n\n\n                                      -4-\n\n         (a)     The Company expressly affirms and agrees that it has entered\ninto this Agreement and assumed the obligations imposed on it hereunder to\ninduce Indemnitee to continue as a director or officer of the Company;\n\n         (b)     Neither (i) the failure of the Company (including the\nCompany's Board of Directors, independent or special legal counsel or the\nCompany's stockholders) to have made a determination prior to the commencement\nof the Enforcement Action that indemnification of Indemnitee is proper in the\ncircumstances nor (ii) an actual determination by the Company, its Board of\nDirectors, independent or special legal counsel or stockholders that Indemnitee\nis not entitled to indemnification shall be a defense to the Enforcement Action\nor create a presumption that Indemnitee is not entitled to indemnification\nhereunder; and\n\n         (c)     If Indemnitee is or was serving as a director or officer of a\ncorporation of which a majority of the shares entitled to vote in the election\nof its directors is held by the Company or in an Indemnitee or management\ncapacity in a partnership, joint venture, trust or other enterprise of which\nthe Company or a wholly owned subsidiary of the Company is a general partner or\nhas a majority ownership, then such corporation, partnership, joint venture,\ntrust or other enterprise shall conclusively be deemed a Related Company and\nIndemnitee shall conclusively be deemed to be serving such Related Company at\nthe Company's request.\n\n         3.3.    ATTORNEYS' FEES AND EXPENSES FOR ENFORCEMENT ACTION\n\n         In the event Indemnitee is required to bring an Enforcement Action,\nthe Company shall pay all of Indemnitee's fees and expenses in bringing and\npursuing the Enforcement Action (including attorneys' fees at any stage,\nincluding on appeal); provided, however, that the Company shall not be required\nto provide such payment for such attorneys' fees or expenses if a court of\ncompetent jurisdiction determines that each of the material assertions made by\nIndemnitee in such Enforcement Action was not made in good faith.\n\n4.       LIMITATIONS ON INDEMNITY; MUTUAL ACKNOWLEDGMENT\n\n         4.1.    LIMITATIONS ON INDEMNITY\n\n         No indemnity pursuant to this Agreement shall be provided by the\nCompany:\n\n         (a)     On account of any suit in which a final, unappealable judgment\nis rendered against Indemnitee for an accounting of profits made from the\npurchase or sale by Indemnitee of securities of the Company in violation of the\nprovisions of Section 16(b) of the Securities Exchange Act of 1934, as amended;\n\n         (b)     For Damages that have been paid directly to Indemnitee by an\ninsurance carrier under a policy of directors' and officers' liability\ninsurance maintained by the Company;\n\n         (c)     With respect to remuneration paid to Indemnitee if it shall be\ndetermined by a final judgment or other final adjudication that such\nremuneration was in violation of law;\n\n\n\n\n\n                                      -5-\n\n         (d)     On account of Indemnitee's conduct which is finally adjudged\nto have been intentional misconduct, a knowing violation of law, a violation of\nSection 174 of the Statute or a transaction from which Indemnitee derived an\nimproper personal benefit; or\n\n         (e)     If a final decision by a court having jurisdiction in the\nmatter shall determine that such indemnification is not lawful.\n\n         4.2.    SEC UNDERTAKING\n\n         Indemnitee understands and acknowledges that the Company may be\nrequired in the future to undertake with the Securities and Exchange Commission\n(the 'SEC') to submit in certain circumstances the question of indemnification\nto a court for a determination of the Company's right under public policy to\nindemnify Indemnitee.\n\n5.       NOTIFICATION AND DEFENSE OF CLAIM\n\n         5.1.    NOTIFICATION\n\n         Promptly after receipt by Indemnitee of notice of the commencement of\nany Proceeding, Indemnitee shall, if a claim in respect thereof is to be made\nagainst the Company under this Agreement, notify the Company of the\ncommencement thereof; but the omission so to notify the Company will not,\nhowever, relieve the Company from any liability which it may have to Indemnitee\nunder this Agreement unless and only to the extent that such omission can be\nshown to have prejudiced the Company's ability to defend the Proceeding.\n\n         5.2.    DEFENSE OF CLAIM\n\n         With respect to any such Proceeding as to which Indemnitee notifies\nthe Company of the commencement thereof:\n\n         (a)     The Company may participate therein at its own expense;\n\n         (b)     The Company, jointly with any other indemnifying party\nsimilarly notified, may assume the defense thereof, with counsel satisfactory\nto Indemnitee.  After notice from the Company to Indemnitee of its election so\nto assume the defense thereof, the Company shall not be liable to Indemnitee\nunder this Agreement for any legal or other expenses (other than reasonable\ncosts of investigation) subsequently incurred by Indemnitee in connection with\nthe defense thereof unless (i) the employment of counsel by Indemnitee has been\nauthorized by the Company, (ii) Indemnitee shall have reasonably concluded that\nthere may be a conflict of interest between the Company (or any other person or\npersons included in the joint defense) and Indemnitee in the conduct of the\ndefense of such action, or (iii) the Company shall not, in fact, have employed\ncounsel to assume the defense of such action, in each of which cases the fees\nand expenses of counsel shall be at the Company's expense.  The Company shall\nnot be entitled to assume the defense of any Proceeding brought by or on behalf\nof the Company or as to which Indemnitee shall have reasonably made the\nconclusion provided for in (ii) above;\n\n\n\n\n\n                                      -6-\n\n         (c)     The Company shall not be liable to Indemnitee under this\nAgreement for any amounts paid in settlement of any Proceeding effected without\nits written consent;\n\n         (d)     The Company shall not settle any action or claim in any manner\nthat would impose any penalty or limitation on Indemnitee without Indemnitee's\nwritten consent; and\n\n         (e)     Neither the Company nor Indemnitee shall unreasonably withhold\nits consent to any proposed settlement, provided that Indemnitee may withhold\nconsent to any settlement that does not provide a complete release of\nIndemnitee.\n\n6.       SEVERABILITY\n\n         Nothing in this Agreement is intended to require or shall be construed\nas requiring the Company to do or to fail to do any act in violation of\napplicable law.  The Company's inability, pursuant to court order, to perform\nits obligations under this Agreement shall not constitute a breach of this\nAgreement.  The provisions of this Agreement shall be severable, as provided in\nthis Section 6, and if this Agreement or any portion hereof shall be\ninvalidated on any ground by any court of competent jurisdiction, the Company\nshall nevertheless indemnify or make contribution to Indemnitee to the full\nextent permitted by any applicable portion of this Agreement that shall not\nhave been invalidated, and the balance of this Agreement not so invalidated\nshall be enforceable in accordance with its terms.\n\n7.       GOVERNING LAW; BINDING EFFECT; AMENDMENT AND TERMINATION\n\n         (a)     This Agreement shall be interpreted and enforced in accordance\nwith the laws of Delaware.\n\n         (b)     This Agreement shall be binding on Indemnitee and on the\nCompany and its successors and assigns (including any transferee of all or\nsubstantially all of its assets and any successor by merger or otherwise by\noperation of law), and shall inure to the benefit of Indemnitee and\nIndemnitee's heirs, personal representatives and assigns and to the benefit of\nthe Company and its successors and assigns.  The Company shall not effect any\nsale of substantially all of its assets, merger, consolidation or other\nreorganization in which it is not the surviving entity, unless the surviving\nentity agrees in writing to assume all such obligations of the Company under\nthis Agreement.\n\n         (c)     No amendment, modification, termination or cancellation of\nthis Agreement shall be effective unless in writing signed by both parties\nhereto.\n\n8.       NOTICES\n\n         All notices, claims and other communications hereunder shall be in\nwriting and made by hand delivery, registered or certified mail (postage\nprepaid, return receipt requested), facsimile or overnight air courier\nguaranteeing next-day delivery:\n\n\n\n\n\n                                      -7-\n\n\n\n                                                         \n         (a)      If to the Company, to:                       with a copy to:\n\n                  Amazon.com, Inc.                             Perkins Coie\n                  1516 Second Avenue                           1201 Third Avenue\n                  4th Floor                                    40th Floor\n                  Seattle,  WA  98101                          Seattle, WA  98101-3099\n                  Attention:  Alan Caplan, Esq.                Attention:  L. Michelle Wilson, Esq.\n\n\n         (b)     If to Indemnitee, to the address specified on the last page of\nthis Agreement\n\nor to such other address as either party may from time to time furnish to the\nother party by a notice given in accordance with the provisions of this Section\n8.  All such notices, claims and communications shall be deemed to have been\nduly given if (i) personally delivered, at the time delivered, (ii) mailed,\nfive days after dispatched, (iii) sent by facsimile transmission, upon\nconfirmation of receipt, and (iv) sent by any other means, upon receipt.\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on\nand as of the day and year first above written.\n\n\n\n                                       AMAZON.COM, INC.,\n                                       a Delaware corporation\n\n\n                                       By:________________________________\n                                       Title:_____________________________\n\n                                       INDEMNITEE:\n\n\n                                       ___________________________________\n                                       [signature of indemnitee]\n\n                                       Address:\n\n                                       ___________________________________\n                                       ___________________________________\n                                       ___________________________________\n\n\n\n                                       with a copy to:\n\n                                       ___________________________________\n                                       ___________________________________\n                                       ___________________________________\n\n\n\n\n\n                                      -8-\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":[9553,9557],"class_list":["post-40792","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amazoncom-inc","corporate_contracts_industries-retail__books","corporate_contracts_types-corporate","corporate_contracts_types-corporate__indemn"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40792","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=40792"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40792"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40792"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40792"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}