{"id":43897,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/repurchase-agreement-jeffrey-p-bezos.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"repurchase-agreement-jeffrey-p-bezos","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/repurchase-agreement-jeffrey-p-bezos.html","title":{"rendered":"Repurchase Agreement &#8211; Jeffrey P. Bezos"},"content":{"rendered":"<pre>\n                                AMAZON.COM, INC.\n\n                              REPURCHASE AGREEMENT\n\n         This Agreement is entered into as of June 21, 1996 by and between\nAmazon.com, Inc., a Delaware corporation (the 'Company'), and Jeffrey P. Bezos\n('Investor').\n\n                                    RECITALS\n\n         A.      Prior to the date of this Agreement, the Company sold to\nInvestor and Investor purchased from the Company 1,700,000 shares of common\nstock, $.01 par value per share, of the Company (the 'Stock') at a price of\n$.006 per share ('Purchase Price').\n\n         B.      The Company and each of Kleiner, Perkins, Caufield &amp; Byers,\nVIII and KPCB Information Sciences Zaibatsu Fund II (the 'Series A Investors')\nare entering into a Series A Preferred Stock Purchase Agreement of even date\nherewith (the 'Series A Agreement') pursuant to which the Series A Investors\nare purchasing from the Company an aggregate of 569,396 shares of Series A\nPreferred Stock, $.01 par value per share, of the Company for an aggregate\npurchase price of $8,000,000;\n\n         C.      In order to induce the Company to enter into the Series A\nAgreement, and to induce the Series A Investors to invest funds in the Company\npursuant to the Series A Agreement, Investor has agreed that a percentage of\nthe Stock originally purchased by such Investor from the Company be subject to\na purchase option in favor of the Company, and certain other matters set forth\nherein.\n\n                                   AGREEMENTS\n\n         In consideration of the foregoing and the other provisions set forth\nherein, the parties hereby agree as follows:\n\n1.       PURCHASE OPTION\n\n         Six percent (6%) of the Stock (such 102,000 shares, subject to\nincrease or decrease pursuant to any forward or reverse stock split, stock\ndividend or similar non-economic adjustment being referred to herein as the\n'Option Shares') shall be subject to the following option (the 'Purchase\nOption'):\n\n                 (a)      In the event that, prior to the termination of this\nAgreement, Investor ceases to be continuously employed by the Company, or a\nparent or\n\nsubsidiary or successor or affiliate of the Company, due either to his\nvoluntary resignation (other than due to disability) or to termination by the\nCompany for Cause (as defined below), the Company may exercise the Purchase\nOption.  For the purpose of this paragraph 1, Investor's 'continuous\nemployment' shall cease when Investor ceases to be actively employed by the\nCompany or a parent or subsidiary or successor or affiliate of the Company, as\ndetermined in the reasonable discretion of the Board of Directors of the\nCompany after at least 30 days' prior written notice is provided to Investor\nthat such a determination is under consideration.  Vacations and absences due\nto illness, disability or family crisis shall not be considered in determining\nwhether a cessation of Investor's active employment has occurred.  The date\nwhen continuous employment ceases is hereinafter referred to as the Termination\nDate.  The term 'Cause' shall mean:  (i) Investor's conviction of (or plea of\nguilty or nolo contendere to) a felony which had or will have a material\ndetrimental effect on the Company's business, (ii) a grossly negligent or\nwillful act by Investor which constitutes gross misconduct and is injurious to\nthe Company, and (iii) continued violations by Investor of his material duties\nwhich are demonstrably willful and deliberate or grossly negligent on\nInvestor's part after there has been delivered to Investor a written demand for\nperformance from the Company which describes the basis for the Company's belief\nthat Investor has not substantially performed his duties.\n\n                 The Company shall have the right at any time within forty-five\n(45) days after the Termination Date, provided that such date is prior to the\ntermination of this Agreement, to purchase from the Investor, at a price per\nshare equal to the Purchase Price (appropriately adjusted for any subsequent\nstock split, dividend, combination, or other recapitalization) (the 'Repurchase\nPrice'), up to but not exceeding a number of Option Shares equal to one hundred\npercent (100%) of the Option Shares less 2,833 Option Shares (appropriately\nadjusted for any subsequent stock split, dividend, combination, or other\nrecapitalization) for each completed month of employment with the Company\nbetween the date of this Agreement (the 'Commencement Date') and the\nTermination Date.\n\n                 (b)      The Purchase Option, if exercised by the Company,\nshall be exercised by written notice signed by an officer or director of the\nCompany after approval by the Board of Directors and delivered to Investor on\nor prior to the expiration of the 30 day period referred to in paragraph (a)\nabove.  The Company may pay for the Option Shares it has elected to repurchase\n(i) by delivery to the Investor of a check in the amount of the aggregate\nRepurchase Price for the number of shares of Stock being repurchased, (ii) by\ncancellation by the Company of an amount of Investor's indebtedness to the\nCompany or (iii) by a combination of (i) and (ii), so that the combined payment\nto the Investor and cancellation of indebtedness of the Investor equals such\naggregate Repurchase Price.  Payment of the Repurchase Price shall be\n\n\n\n\n\n                                     -2-\n\ncompleted within five business days after notice of exercise of the Purchase\nOption is delivered to Investor.\n\n                 (c)      Immediately prior to the consummation or occurrence\nof any of the following:\n\n                          (i)     any merger, sale of assets, consolidation,\nreorganization or other sale of the Company as a result of which securities\nrepresenting a majority of the voting power of the Company are held by persons\nor entities that held less than a majority voting interest in the Company prior\nto such transaction;\n\n                          (ii)    the liquidation, dissolution or indefinite\ncessation of the business operations of the Company;\n\n                          (iii)   the execution by the Company of a general\nassignment for the benefit of creditors, the appointment of a receiver or\ntrustee to take possession of the property and assets of the Company, or the\nfiling of a petition under applicable bankruptcy laws with respect to the\nCompany;\n\n                          (iv)    consummation of an initial registered public\noffering of the Company's Common Stock under the Securities Act of 1933, as\namended;\n\n                          (v)     the death or disability of Investor; or\n\n                          (vi)    the cessation of Investor's employment with\nthe Company (or a parent or subsidiary or successor or affiliate of the\nCompany) due to any reason other than voluntary resignation (other than due to\ndisability) or termination by the Company for Cause;\n\nthe Purchase Option shall automatically lapse in its entirety and this\nAgreement shall thereupon terminate.\n\n2.       LEGENDS\n\n         All certificates representing any Option Shares subject to the\nprovisions of this Agreement shall have endorsed thereon an appropriate legend\nreferencing the restrictions imposed by this Agreement.\n\n3.       RIGHTS OF INVESTOR AS SHAREHOLDER\n\n         Subject to the terms hereof, Investor shall have all the rights of a\nshareholder with respect to the Option Shares during the term of this\nAgreement, including\n\n\n\n\n\n                                      -3-\n\nwithout limitation the right to vote and receive any dividends or other\ndistributions declared thereon.\n\n4.       ADJUSTMENTS FOR STOCK SPLITS AND OTHER NON-ECONOMIC EVENTS\n\n         If, at any time or from time to time, there is any stock dividend,\nstock split, recapitalization, or other similar change or adjustment made with\nrespect to the outstanding securities of the Company, any and all new,\nsubstituted or additional securities to which Investor is entitled by reason of\nhis or her ownership of the Option Shares then subject to the Purchase Option\nshall be included in the definition of 'Option Shares' for purposes of this\nAgreement and shall be subject to the Purchase Option pursuant to Section 1\nwith the same force and effect as the Option Shares currently subject to this\nAgreement and the Purchase Option.  While the total Repurchase Price shall\nremain the same after each such event, the Repurchase Price per share of Stock\nupon exercise of the Purchase Option shall be appropriately adjusted as\nreasonably determined by the Board of Directors of the Company.\n\n5.       TERMINATION\n\n         This Agreement shall terminate in its entirety upon the lapse of the\nPurchase Option in its entirety pursuant to Section 1(c) or otherwise, or upon\nthe completion of a repurchase transaction pursuant to an exercise of the\nPurchase Option, in either case in accordance with the terms of this Agreement.\n\n6.       COUNTERPARTS\n\n         This Agreement may be executed in any number of counterparts, each of\nwhich shall be deemed an original, but all of which together shall constitute\none and the same instrument.\n\n7.       AMENDMENT\n\n         This Agreement shall not be subject to modification or amendment in\nany respect, except by an instrument in writing signed by Investor and on\nbehalf of the Company and approved by its Board of Directors.\n\n8.       GOVERNING LAW\n\n         This Agreement shall be governed by and construed and enforced in\naccordance with the internal laws of the State of Washington, without regard to\nprinciples of conflict of laws.\n\n\n\n\n\n                                      -4-\n\n9.       ARBITRATION\n\n         Any controversies or claims arising out of or relating to this\nAgreement shall be fully and finally settled by arbitration in accordance with\nthe Commercial Arbitration Rules of the American Arbitration Association (the\n'AAA Rules'), conducted by one arbitrator either mutually agreed upon by the\nparties or chosen in accordance with the AAA Rules, except that the parties\nthereto shall have any right to discovery as would be permitted by the Federal\nRules of Civil Procedure for a period of 90 days following the commencement of\nsuch arbitration, and the arbitrator thereof shall resolve any dispute which\narises in connection with such discovery.  Arbitration proceedings shall be\nconducted in Seattle, Washington.\n\n10.      NOTICES\n\n         All notices, demands or other communications desired or required to be\ngiven by any party to any other party hereto shall be in writing and shall be\ndeemed effectively given upon (a) personal delivery to the party to be\nnotified, (b) upon confirmation of receipt of telecopy or other electronic\nfacsimile transmission, (c) one business day after deposit with a reputable\novernight courier, prepaid for priority overnight delivery and addressed as set\nforth in (d), or (d) five days after deposit with the United States Post\nOffice, postage prepaid, and addressed as follows: (i) if to Investor, to\nJeffrey P. Bezos, c\/o Amazon.com, Inc., at the address and facsimile number of\nthe Company''s then current executive offices; (ii) if to the Company, at the\naddress and facsimile number of the Company''s then current executive offices;\nor (iii) to such other addresses and to the attention of such other individuals\nas any party shall have designated to the other parties by notice given in the\nforegoing manner.\n\n11.      SEVERABILITY\n\n         If one or more provisions of this Agreement are held to be\nunenforceable under applicable law, such provisions shall be excluded from this\nAgreement and the balance of this Agreement shall be interpreted as if such\nprovisions were so excluded and shall be enforceable in accordance with its\nterms.\n\n12.      ENTIRE AGREEMENT\n\n         This Agreement constitutes the full and entire understanding and\nagreement of the parties with respect to the subject matter hereof and\nsupersedes all prior agreements with respect to the subject matter hereof.\n\n\n\n\n\n                                      -5-\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the day and year first above written.\n\n                                        AMAZON.COM, INC.\n\n\n\n                                        By Jeff P. Bezos\n                                           ------------------------------\n                                           Jeffrey P. Bezos, CEO\n\n\n                                        INVESTOR:\n\n\n\n                                        Jeff P. Bezos\n                                        ----------------------------------\n                                        Jeffrey P. Bezos\n\n\n\n\n\n                                      -6-\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":[9629,9633],"class_list":["post-43897","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amazoncom-inc","corporate_contracts_industries-retail__books","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43897","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=43897"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43897"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43897"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43897"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}