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CIO Offer Of Employment - Richard Dalzell

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August 13, 1997

Mr. Richard Dalzell 2514 Orleans Drive Rogers, AR 72758

Dear Richard:

This letter documents our revised offer and completely supersedes our letter to you dated August 4, 1997.

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


Unless we mutually agree otherwise, your start date will be September 2nd, 1997. Your starting salary will be $16,666.67 per month ($200,000 annualized), payable in accordance with the Company's standard payroll practice and subject to applicable withholding taxes.


You will receive a one-time signing bonus in the amount of $150,000, subject to applicable taxes and withholdings. This bonus will be included in the first paycheck issued to you subsequent to the beginning of your full-time employment. If you resign from the Company prior to the first anniversary of that start date, you will reimburse the Company for the bonus on a pro-rated monthly basis.


To help defray your relocation expenses, you will receive a relocation allowance in the amount of $25,000, subject to applicable taxes and withholdings. This allowance will be paid on your first day of full-time employment. In addition, you will receive reimbursement for reasonable temporary living accommodations for you and your family, as determined in the discretion of the Company. This reimbursement will be taxable income and will be subject to applicable taxes and withholdings.


On commencement of your employment, we will recommend to the Board of Directors of the Company that you be granted an option to purchase 125,000 shares of Amazon.com common stock, at the fair market value per share of such stock on the date the grant is approved by the Board of Directors. Your option will be documented by delivery to you of a Stock Option Letter Agreement specifying the terms and conditions of the option. Subject to approval by the Board of Directors, the option will vest 20% after one
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