Offer Of Employment To Jeff Wilke

AMAZON.COM LOGO]


September 2, 1999


Mr. Jeff Wilke 45 Howell Road Mountain Lakes, NJ 07046


RE: OFFER OF EMPLOYMENT


Dear Jeff:


On behalf of Amazon.com, Inc. (the "Company"), I am very pleased to offer you the position of Vice President and General Manager, Operations. This letter clarifies and confirms the terms of your employment with the Company


1. START DATE


Unless we mutually agree otherwise, you will commence employment on September 7, 1999 (the "Start Date").


2. SALARY


Your starting salary will be $120,000 annualized, payable monthly in accordance with the Company'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. Your base salary will be reviewed annually by the Board of Directors or its Compensation Committee, and any increases will be effective as of the date determined by the Board or its Compensation Committee.


3. SIGNING BONUS


In appreciation for your decision to join us, the Company will pay you a signing bonus in the amount of $2,000,000, payable in four installments ($800,000 payable with your first regular paycheck, $400,000 payable with your paycheck following the first anniversary of your Start Date, $200,000 payable with your paycheck following the second anniversary of your Start Date and $600,000 payable with your paycheck following the third anniversary of your Start Date) and in accordance with the Company's standard payroll practice and subject to applicable withholding taxes. If your employment with the Company ends as a result of voluntary termination or termination for cause during the first four years, you will be responsible for reimbursing the Company for that year's installment of the signing bonus on a pro-rated monthly basis and will forfeit subsequent installments.


4. BENEFITS


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 the benefits package that it deems appropriate. The Company's curr ...