Translations are available for Brazil, Canada, China, Costa Rica, France, Spain, Mexico, Poland, Germany

and Japan by visiting the “Documents” tab and then selecting “Plan Documents” on Stock Plan Connect.

THE SHARES ISSUABLE UPON VESTING OF THIS AWARD WILL NOT BE

RELEASED TO YOU UNTIL ALL APPLICABLE TAX-RELATED ITEMS HAVE BEEN
COLLECTED FROM YOU OR HAVE OTHERWISE BEEN PROVIDED FOR.

AMAZON.COM, INC.

GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT

TO: <<Participant>>

You have been granted this restricted stock unit award (the "Award") by
Amazon.com, Inc. (the "Company") pursuant to the Company's 1997 Stock Incentive Plan
(the "Plan"). The Award represents an unsecured and unfunded promise of the Company to
deliver Common Stock of the Company in the future subject to the fulfillment of the vesting
conditions set forth in this Global Restricted Stock Unit Award Agreement.

1. Introduction. The terms of the Award are as set forth in this Global
Restricted Stock Unit Award Agreement including any country-specific terms in the
Appendix hereto (the "Appendix") (together, this "Agreement") and in the Plan. The Plan is
incorporated into this Agreement by reference, which means that this Agreement is limited
by and subject to the express terms and provisions of the Plan. In the event of a conflict
between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall
control. Capitalized terms that are not defined in this Agreement have the meanings given
to them in the Plan. The most important terms of the Award are summarized as follows:

2. Award Date:

3. Number of Restricted Stock Units Subject to this Award:

4. Vesting Schedule: Subject to your continuous employment and the terms of

this Agreement, including, without limitation, Sections 6 and 7, the Award will vest
according to the following schedule:

Vest Date Number of Shares

The number of Restricted Stock Units, vesting schedule of the Restricted

Stock Units, and Award Date with respect to this Award, all of which are accessible
to you through your brokerage account with the Company’s designated brokerage
firm (“the Designated Broker”), are hereby incorporated into this Agreement by
reference if not set forth above.

Notwithstanding the foregoing, if at any time you become an officer required to

file reports pursuant to Section 16 of the Securities Exchange Act of 1934, as amended,

1
then with respect to any part of this Award that is then unvested, vesting shall in addition
be contingent on and subject to satisfaction of such performance criteria for such
performance period as the Plan Administrator shall establish with specific reference to
this Award, and this Award shall be cancelled without the issuance of Common Stock if
and to the extent any such performance criteria are not satisfied.

5. Conversion of Restricted Stock Units and Issuance of Shares. Upon each

vesting of the Award (each, a "Vest Date"), one share of Common Stock shall be issuable for
each restricted stock unit that vests on such Vest Date (the “Shares”), subject to the terms
and provisions of the Plan and this Agreement. Thereafter, the Company will transfer such
Shares to you upon satisfaction of any required Tax-Related Items (as defined in Section 9).
No fractional shares shall be issued under this Agreement.

6. Termination of Employment. The unvested portion of the Award will

terminate automatically and be forfeited to the Company immediately and without further
notice upon the voluntary or involuntary termination of your employment with the Company
or any Subsidiary for any reason (including as a result of death or disability). No Shares
shall be issued or issuable with respect to any portion of the Award that terminates unvested
and is forfeited.

For purposes of the Award, your employment will be considered terminated as of the date
you are no longer actively providing services to the Company or a Subsidiary (regardless of
the reason for such termination and whether or not later found to be invalid or in breach of
employment laws in the jurisdiction where you are employed or the terms of your
employment agreement, if any), and unless otherwise expressly provided in this Agreement
or determined by the Company, your right to continue to vest in the Award, if any, will
terminate as of such date and will not be extended by any notice period (e.g., your period of
service would not include any contractual notice period or any period of "garden leave" or
similar period mandated under employment laws, statutory laws, regulatory laws or common
laws in the jurisdiction where you are employed or the terms of your employment agreement,
if any).

Unless the Plan Administrator determines otherwise, a transfer of employment or

services between or among the Company and its Subsidiaries shall not be considered a
termination of employment. Further, unless the Plan Administrator determines otherwise,
including through policies it may adopt from time to time regarding part-time work
arrangements or reduced work schedules, and except as otherwise required by local law, for
purposes of this Award only, any reduction in your regular hours of employment to less than
thirty hours per week is deemed a termination of your employment with the Company or any
Subsidiary. In case of termination of your employment for Cause, the Award shall
automatically terminate upon first notification to you of such termination, unless the Plan
Administrator determines otherwise. If your employment is suspended pending an
investigation of whether you should be terminated for Cause, all of your rights under the
Award likewise shall be suspended during the period of investigation. The Plan
Administrator, the Vice President of Human Resources, the Associate General Counsel,
Labor and Employment, or any other officer of the Company delegated such authority by the
Plan Administrator shall have the exclusive discretion to determine when you are no longer
actively providing services to the Company or any Subsidiary.

2
 7. Leave of Absence and Change in Work Schedule. Your rights under the
Award in the event of a leave of absence or a change in your regularly scheduled hours of
employment (other than a change addressed in Section 6 of this Agreement) will be affected
in accordance with applicable Company policies, including its leave of absence policy and
policies regarding part-time work arrangements or reduced work schedules, and this
Agreement. A copy of the Company's leave of absence policy or other applicable policies
may be obtained by contacting the Company's stock plan administration team.

8. Right to Shares. You shall not have any right in, to or with respect to any of
the Shares (including any voting rights or rights with respect to dividends paid on the
Common Stock) issuable under the Award until the Award is settled by the issuance of such
Shares to you.

9. Taxes.

(a) Responsibility for Taxes. You acknowledge that, regardless of any

action taken by the Company or, if different, your employer (the "Employer"), the ultimate
liability for all income tax, social insurance payroll tax, fringe benefits tax, payment on
account or other tax-related items related to your participation in the Plan and legally
applicable to you or deemed by the Company or the Employer in its discretion to be an
appropriate charge to you even if legally applicable to the Company or the Employer
(collectively, "Tax-Related Items") is and remains your responsibility and may exceed the
amount (if any) withheld by the Company or the Employer. You further acknowledge that
(i) neither the Company nor the Employer make any representation or undertaking regarding
the treatment of any Tax-Related Items in connection with any aspect of the Award including
without limitation, the grant, vesting, or settlement of the Award or the subsequent sale of
Shares issued pursuant to the Award; and (ii) the Company and the Employer do not commit
to and are under no obligation to structure the Award to reduce or eliminate your liability for
Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-
Related Items in more than one jurisdiction between the Award Date and the date of any
relevant taxable or tax withholding event, as applicable, you acknowledge that the Company
or the Employer (or former employer, as applicable) may be required to withhold or account
for Tax-Related Items in more than one jurisdiction.

(b) Payment of Tax-Related Items. Prior to any event in connection

with the Award (e.g., vesting) that gives rise to a Tax-Related Items obligation, you must
arrange for the satisfaction of such Tax -Related Items in a manner acceptable to the
Company and the Employer.

(i) By Sale of Shares. Unless you choose to satisfy the Tax-Related Items
by some other means in accordance with clause (ii) below, your acceptance of this Award
constitutes your instruction and authorization to the Company and the Designated
Broker to sell on your behalf a whole number of Shares from those Shares issued to you
as the Company determines to be appropriate to generate cash proceeds sufficient to
satisfy your obligation for Tax-Related Items. Such Shares will be sold on the day of the
event giving rise to the Tax-Related Items (e.g., a Vest Date) or as soon thereafter as
practicable. You will be responsible for all broker's fees and other costs of sale, and you agree
to indemnify and hold the Company harmless from any losses, costs, damages, or expenses

3
relating to any such sale. The number of Shares sold may be determined by considering any
applicable withholding rates, including maximum applicable rates, and to the extent the
proceeds of such sale exceed your obligation for Tax-Related Items, the Company agrees to
pay such excess in cash to you through payroll or otherwise as soon as practicable and you
acknowledge that you have no entitlement to the equivalent in Shares. You further
acknowledge that the Company or its designee is under no obligation to arrange for such sale
at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy
your obligation for Tax-Related Items. Accordingly, you agree to pay to the Company or any
of its Subsidiaries including the Employer as soon as practicable, including through additional
payroll withholding, any amount of the Tax -Related Items that is not satisfied by the sale of
Shares described above.

(ii) By Wire Transfer or Other Means. At any time not less than five business
days before any obligation for Tax-Related Items arises (e.g., a Vest Date), you may elect to
satisfy your obligation for Tax-Related Items by delivering to the Company an amount that
the Company determines is sufficient to satisfy the Tax-Related Items by wire transfer to such
account as the Company may direct, or such other means as the Company may establish or
permit.

(c) Right to Retain Shares or Cash. The Company may refuse to issue
or deliver any Shares or the proceeds from the sale of Shares to you until the obligation for
any Tax-Related Items due in connection with the Award has been satisfied. To the extent
permitted by law, the Company has the right to retain, without notice, from Shares issuable
under the Award, Shares having a value sufficient to satisfy the Tax-Related Items. Further,
the Company or the Employer has the right to retain, without notice, from salary or other
amounts payable to you, cash sufficient to satisfy the Tax-Related Items. If your obligation
for Tax-Related Items is satisfied by the Company withholding in Shares, for tax purposes,
you are deemed to have been issued the full number of Shares subject to the vested Award,
notwithstanding that a number of the Shares is held back solely for the purpose of paying the
Tax-Related Items. You agree to pay to the Company or the Employer any amount of Tax-
Related Items that the Company or the Employer may be required to withhold or account for
as a result of your participation in the Plan that cannot be satisfied by the means described in
this Section 9.

10. Registration. The Company currently has an effective registration statement

on file with the U.S. Securities and Exchange Commission with respect to the Shares subject
to the Award. The Company intends to maintain this registration but has no obligation to do
so. If the registration ceases to be effective, you will not be able to transfer or sell Shares
issued to you pursuant to the Award unless exemptions from registration under applicable
securities laws are available. Such exemptions from registration are very limited and might
be unavailable. You agree that any resale by you of the Shares issued pursuant to the Award
shall comply in all respects with the requirements of all applicable securities laws, rules and
regulations, including, without limitation, the provisions of the Securities Act, the Exchange
Act and the respective rules and regulations promulgated thereunder, and any other law, rule
or regulation including, without limitation, applicable securities law and exchange control
regulations for your country of residence, as all may be amended from time to time. The
Company shall not be obligated to either issue the Shares (or any benefit in lieu of the Shares)
or permit the resale of any Shares if such issuance or resale would violate any such

4
requirements.

11. Limitation on Rights; Nature of Grant. By entering into this Agreement

and accepting the Award, you acknowledge, understand and agree that:

(a) the Plan is established voluntarily by the Company, it is discretionary

in nature and it may be modified, suspended or terminated by the Company at any time, to
the extent permitted by the Plan;

(b) the grant of the Award is a one-time benefit and does not create any
contractual or other right to receive future grants of awards or benefits in lieu of awards, even
if awards have been granted in the past;

(c) all determinations with respect to any future grants, of awards will be
at the sole discretion of the Company;

(d) your participation in the Plan is voluntary;

(e) the Award and the Shares subject to the Award are not intended to
replace any pension rights or compensation;

(f) the Award and the Shares subject to the Award, and the income and
value of same, are not part of normal or expected compensation for purposes of calculating
any benefits, severance, resignation, termination, redundancy, dismissal, end of service
payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar
payments;

(g) no claim or entitlement to compensation or damages shall arise as a

consequence of your forfeiture of any unvested portion of the Award as a result of the
termination of your employment (for any reason whatsoever, whether or not later found to
be invalid or in breach of employment laws in the jurisdiction where you are employed or
the terms of your employment agreement, if any) and, in consideration of the grant of the
Award to which you are otherwise not entitled, you irrevocably agree never to institute any
claim against the Company, any Subsidiary or the Employer;

(h) the future value of the Common Stock subject to the Award is
unknown, indeterminable and cannot be predicted with certainty,

(i) neither the Plan, the Award nor the issuance of the Shares shall create
a right to employment or be interpreted to form an employment contract with the Employer,
the Company, or any Subsidiary and shall not interfere with the ability of the Company, any
Subsidiary or the Employer, as applicable, to terminate your employment at any time;

(j) unless otherwise provided in the Plan or by the Company in its

discretion, the Award and the benefit evidenced by this Agreement do not create any
entitlement to have the Award or any such benefits transferred to, or assumed by, another
company nor to be exchanged, cashed out or substituted for, in connection with any corporate
transaction affecting the Shares; and

5
 (k) the following provisions apply to you only if you are providing
services outside the United States:

(i) notwithstanding subsection 11(f) hereof, the Award and the

Shares subject to the Award are not part of normal or expected compensation or salary for
any purpose; and

(ii) you acknowledge and agree that neither the Company or any
Subsidiary nor the Employer shall be liable for any foreign exchange rate fluctuation between
your local currency and the U.S. dollar that may affect the value of the Award or of any
amounts due to you pursuant to the settlement of the Award or the subsequent sale of any
Shares issued upon settlement.

12. No Advice Regarding Grant. The Company is not providing any tax, legal
or financial advice, nor is the Company making any recommendations regarding your
participation in the Plan, or your acquisition or sale of the underlying Shares. You are hereby
advised to consult with your own personal tax, legal and financial advisors regarding your
participation in the Plan before taking any action related to the Plan.

13. Employee Data Privacy. By entering into this Agreement and accepting
the Award:

(a) you explicitly and unambiguously consent to the collection, use and
transfer, in electronic or other form, of any of your personal data as described in this
Agreement and any other restricted stock unit grant materials (“Data”) by and among, as
applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of
implementing, administering and managing your participation in the Plan;

(b) you understand that the Company and the Employer may, for the
exclusive purpose of implementing, administering and managing the Plan, hold certain
personal information about you, including but not limited to your name, home address and
telephone number, date of birth, social insurance number or other identification number,
salary, nationality, job title, and details of all awards or entitlements to Common Stock
granted to you under the Plan or otherwise (“Data”);

(c) you understand that Data will be transferred to, in electronic or

other form, and stored by, a broker or stock plan service provider selected by the Company,
to assist the Company with the implementation, administration and management of the
Plan. You understand that the recipients of the Data may be located in the United States
or elsewhere, and that the recipients’ country may have different data privacy laws and
protections than your country. You authorize the Company, the broker or stock plan
services provider, and any other possible recipients that may assist the Company (presently
or in the future) with implementing, administering and managing the Plan to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose
of implementing, administering and managing your participation in the Plan.

(d) you understand that Data will be held only as long as is necessary to
implement, administer and manage your participation in the Plan.

6
 (e) you understand that you are providing the consents herein on a
purely voluntary basis, and that if you do not consent, or if you later seek to revoke your
consent, your employment and career with the Employer will not be adversely affected,
and the only adverse consequence of refusing or withdrawing your consent is that the
Company would not be able to grant you restricted stock units or other equity awards or
administer or maintain such awards, and you therefore understand that refusing or
withdrawing your consent may affect your ability to participate in the Plan; and

(f) you understand that, if you reside outside of the United States, you may, at any
time, request a list with the names and addresses of any potential recipients of the Data,
request access to the Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or withdraw the
consents herein, in any case without cost, by contacting in writing your human resources
representative.

14. Severability. In the event that any provision of this Agreement is deemed to
be invalid or unenforceable, in whole or in part, the remaining provisions shall nevertheless
remain in full force and effect without being impaired or invalidated in any way.

15. Governing Law and Venue. The Award and this Agreement shall be
governed by and construed in accordance with the laws of the State of Washington, U.S.A.,
without regard to conflict of laws principles. Each party agrees to exclusive personal
jurisdiction and venue in the federal and state courts in King County, Washington,
U.S.A., for any dispute arising out of this Agreement.

16. Language. If you have received this Agreement or any other document
related to the Plan or the Award translated into a language other than English and if the
meaning of the translated version is different than the English version, the English version
will control.

17. Electronic Delivery and Acceptance. The Company may, in its sole
discretion, decide to deliver any documents related to the Award and participation in the Plan
or future Awards that may be granted under the Plan by electronic means or to request your
consent to participate in the Plan by electronic means. You hereby consent to receive such
documents by electronic delivery and, if requested, to agree to participate in the Plan through
an on-line or electronic system established and maintained by the Company or a third party
designated by the Company.

18. Appendix. Notwithstanding the provisions of this Agreement, the Award

shall be subject to any special terms and conditions for your country set forth in the
Appendix to this Agreement. To the extent any provision in the Appendix is inconsistent
with a provision in the body of this Agreement, the provision in the Appendix shall
prevail. Moreover, if you relocate to one of the countries included in the Appendix, the
terms and conditions for such country will apply to you to the extent the Company
determines that the application of such terms and conditions is necessary or advisable for
legal or administrative reasons.

19. Compliance with Applicable Laws. You acknowledge that, as a result of

7
your participation in the Plan, you may have obligations under applicable securities,
exchange control or other laws or regulations in effect in your country. Without
limitation, such obligations may include obligations to report your acquisition of Awards
or Shares to local regulators, to repatriate proceeds from the sale of Shares and dividends
(if any) to your home country, to engage a locally licensed intermediary to assist with
transactions in the Shares, or to obtain licenses or approvals from local regulators prior
to acquiring or selling Shares. Further, depending on your country of residence, you may
be subject to insider trading restrictions or market abuse laws, which may affect your
ability to acquire or sell Shares or rights to Shares (e.g., restricted stock units) under the
Plan during such times as you are considered to have “inside information” regarding the
Company (as defined by the laws in your country). Any restrictions under these insider
trading or market abuse laws or regulations are separate from and in addition to any
restrictions that may be imposed under any applicable Company insider trading policy.
Neither the Company, the Employer, nor any Subsidiary will be liable for any fines or
penalties that you may incur as a result of your failure to comply with any applicable
laws. You should be aware that securities, exchange control, insider trading and other
laws may change frequently and often without notice. You are hereby advised to confirm
the legal obligations that may arise from your participation in the Plan with a qualified
advisor.

20. Imposition of Other Requirements. The Company reserves the right to

impose other requirements on your participation in the Plan, on the Award and on any Shares
issued in settlement of the Award, to the extent the Company determines it is necessary or
advisable for legal or administrative reasons, and to require you to sign any additional
agreements or undertakings that may be necessary to accomplish the foregoing.

21. Waiver. You acknowledge that a waiver by the Company of breach of any
provision of this Agreement shall not operate or be construed as a waiver of any other
provision of this Agreement, or of any subsequent breach by you or any other Participant.

22. Execution of Agreement. By electronically or otherwise accepting this

Agreement, you acknowledge your understanding and acceptance of the terms and conditions
of the Award. The Company has no obligation to issue you Shares under this Agreement if
you do not accept the Award. Further, any acceptance of Shares issued pursuant to this
Agreement shall constitute your acceptance of the Award and your agreement with all terms
and conditions of the Award, as set forth in the Plan and this Agreement.

8
 ACCEPTANCE AND ACKNOWLEDGMENT

If the Company requests that your acceptance of this Agreement be evidenced other than
electronically, please complete and sign the following:

I, a resident of (state, or country if other than U.S.), accept and agree to the terms of the
Restricted Stock Unit Award described in this Agreement and in the Plan, acknowledge
receipt of a copy of this Agreement, the Plan and the applicable Plan Summary, and
acknowledge that I have read them carefully and that I fully understand their contents.

Dated:

Taxpayer I.D. Number <<Participant>>

Address:

AMAZON.COM, INC.

By:
Name:
Title:

9
Country Specific Information:

BRAZIL

CANADA

CHILE

CHINA

COLUMBIA

FRANCE

GERMANY

HONG KONG

ISRAEL

ITALY

MALAYSIA

MEXICO

MOROCCO

NEW ZEALAND

PHILIPPINES

SAUDI ARABIA

SOUTH AFRICA

SPAIN

UNITED ARAB EMIRATES

UNITED KINGDOM

UNITED STATES

10
 APPENDIX TO THE

AMAZON.COM, INC.

GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT

This Appendix includes additional terms and conditions that govern the Award granted to you
under the 1997 Stock Incentive Plan (the "Plan") if you are working or reside (including for tax
purposes) in one of the countries listed below. The terms and conditions are in addition to, or, if
so indicated, in place of, the terms and conditions set forth in the Agreement. Certain capitalized
terms used but not defined in this Appendix have the meanings set forth in the Plan or the
Agreement.

If you are a citizen or resident of a country other than the one in which you are currently working,
transfer employment after the Award is granted, or are considered a resident of more than one
country for local law or tax purposes, the Company shall, in its discretion, determine to what extent
the terms and conditions contained herein shall apply to you.

BRAZIL

Compliance and Nature of Award Acknowledgment. By accepting the Award, you agree to
comply with all applicable Brazilian laws and pay any and all applicable taxes associated with the
vesting of the Award and the sale of any Shares obtained as a result of the vesting of the Award.
You further agree that for all legal purposes (a) the benefits provided to you under the Plan are the
result of commercial transactions unrelated to your employment; (b) the Plan is not a part of the
terms and conditions of your employment; and (c) the income from the Award, if any, is not part
of your remuneration from employment.

CANADA

Settlement in Shares. Notwithstanding any discretion in the Plan to settle the Award in cash, due
to tax law considerations in Canada, the Award will be settled in Shares only. The Award does
not provide any right for you to receive a cash payment.

The following terms and conditions apply to you if you reside in Quebec:

Authorization to Release and Transfer Necessary Personal Information. The following

provision supplements Section 13 of the Agreement:

You hereby authorize the Company and the Company's representatives to discuss with and obtain
all relevant information from all personnel, professional or not, involved in the administration and
operation of the Plan. You further authorize the Company and any Subsidiary to disclose and
discuss the Plan with their advisors. You further authorize the Company and any Subsidiary to
record and keep such information in your employment file.

11
CHILE

Private Placement. The grant of Restricted Stock Unit Awards hereunder is not intended to be a
public offering of securities in Chile but instead is intended to be a private placement.

1. The starting date of the offer will be the Award Date (as defined in the Agreement), and
this offer conforms to General Ruling no. 336 of the Chilean Superintendence of Securities
and Insurance;

2. The offer deals with securities not registered in the registry of securities or in the registry
of foreign securities of the Chilean Superintendence of Securities and Insurance, and
therefore such securities are not subject to its oversight;

3. The issuer is not obligated to provide public information in Chile regarding the foreign
securities, as such securities are not registered with the Chilean Superintendence of
Securities and Insurance; and

4. The foreign securities shall not be subject to public offering as long as they are not
registered with the corresponding registry of securities in Chile.

1. La fecha de inicio de la oferta será el de la fecha de otorgamiento (o “Award Date”, según

este término se define en el documento denominado “Agreement”) y esta oferta se acoge
a la norma de Carácter General n° 336 de la Superintendencia de Valores y Seguros
Chilena;

2. La oferta versa sobre valores no inscritos en el registro de valores o en el registro de

valores extranjeros que lleva la Superintendencia de Valores y Seguros Chilena, por lo
que tales valores no están sujetos a la fiscalización de ésta;

3. Por tratar de valores no inscritos no existe la obligación por parte del emisor de entregar
en chile información pública respecto de esos valores; y

4. Esos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el
registro de valores correspondiente.

CHINA

The following provisions govern your participation in the Plan if you are a national of the
People’s Republic of China (“PRC”) and resident in mainland PRC. Notwithstanding the
foregoing, the Company reserves the right to apply any or all of the following provisions to
individuals who are not PRC nationals to the extent it determines such is necessary or
advisable:

Vesting Schedule and Registration. The following supplements Section 4 and Section 10 of the
Agreement:

Notwithstanding anything to the contrary in the Agreement, in the Company's sole discretion, the
vesting of the Award and your ability to sell any Shares you may acquire upon vesting may be

12
suspended until the Company or a Subsidiary receives any necessary approvals from the PRC State
Administration of Foreign Exchange ("SAFE") or its local counterpart under applicable exchange
control rules. If the vesting of the Award is suspended and a scheduled Vest Date occurs prior to
the date that any necessary SAFE approval is received, the portion of the Award that would in the
absence of any vesting suspension have vested on such scheduled Vest Date shall immediately
vest upon receipt of such SAFE approval, as long as you are still employed by the Company or a
Subsidiary at such time. If the vesting of the Award is suspended and your employment terminates
prior to the receipt of any necessary SAFE approval, the unvested portion of the Award will
terminate automatically and be forfeited to the Company immediately and without further notice.
In the event that the vesting of the Award is suspended, you will bear the risk of any decrease in
the value of the Shares or change in the U.S. dollar/Renminbi exchange rate between the originally
scheduled Vest Date and the date on which the vesting occurs upon receipt of SAFE approval; the
Company will have no liability for any loss in the value of the Shares or unfavorable change in the
U.S. dollar/Renminbi exchange rate over this period and will not be required to compensate you
for any such loss or change.

Required Sale. You agree that, at the Company’s discretion and instruction, any or all of the
Shares issued upon vesting of the Award may be sold, either immediately upon vesting or within
six months (or such shorter period as may be required under applicable legal or exchange control
requirements) following the termination of your employment with the Company including its
Subsidiaries. Your acceptance of the Award constitutes your instruction and authorization to the
Company and the Company’s Designated Broker to assist with such sale of the Shares on your
behalf. The Company and the Designated Broker are under no obligation to arrange for such sale
at any particular price. You will be responsible for all broker’s fees and other costs of sale, and
you agree to indemnify and hold the Company harmless from any losses, costs, damages, or
expenses relating to any such sale. In the event of such sale of the Shares, you shall receive the
cash proceeds from the sale, less any broker’s fees or other costs of sale and subject to fulfillment
of any applicable Tax -Related Items.

Broker Account. If Shares issued upon the vesting of the Award are not immediately sold, you
acknowledge that you are required to maintain the Shares in an account with the Designated Broker
until the Shares are sold through the Designated Broker.

Repatriation and Foreign Exchange Obligations. You understand and agree that, pursuant to
exchange control laws in the PRC, you will be required to immediately repatriate to the PRC the
cash proceeds from the sale of any Shares issued upon vesting of the Award and, if applicable, any
dividends you may receive in relation to the Shares. You further understand that, under applicable
law, such repatriation of your cash proceeds may need to be effected through a special exchange
control account established by the Company or a Subsidiary in the PRC, and you hereby consent
and agree that any proceeds you may receive as a result of participation in the Plan may be
transferred to such special account prior to being delivered to you. Further, you acknowledge that
the Company or a Subsidiary has no obligation to, but may, convert the proceeds that you realize
from your participation in the Plan from U.S. dollars to Renminbi using any exchange rate chosen
by the Company and, if funds are so converted, they will be converted as soon as practicable,
which may not be immediately after the date that such proceeds were realized. If such currency
conversion occurs, you will bear the risk of any fluctuation in the U.S. dollar/Renminbi exchange
rate between the date you realize U.S. dollar proceeds from your participation in the Plan and the

13
date that you receive cash proceeds converted to Renminbi. If the proceeds from your participation
in the Plan are paid to you in U.S. dollars, you understand that you will be required to set up a U.S.
dollar denominated bank account in the PRC and provide the bank account details to the Company
or the Employer so that your proceeds may be deposited into the account. Finally, you agree to
comply with any other requirements that may be imposed by the Company in the future to facilitate
compliance with exchange control requirements in the PRC, as determined by the Company in its
sole discretion.

Taxes. The following supplements Section 9 of the Agreement:

If your Shares are immediately sold upon vesting pursuant to the Required Sale provision above
in this Appendix, the amount necessary to satisfy the Tax-Related Items will be withheld from the
proceeds of the immediate sale of all of the Shares issued upon vesting of the Award. If you are
permitted to hold Shares upon vesting, your obligation for Tax-Related Items will be satisfied by
sale of a portion of the Shares issued to you upon vesting, as provided under Section 9(b)(i) of the
Agreement, or in accordance with Section 9(c) of the Agreement. Unless otherwise determined
by the Company, you will not be permitted to satisfy the Tax-Related Items by wire transfer or
other means in accordance with Section 9(b)(ii) of the Agreement.

COLOMBIA

Labor Law Acknowledgement. You acknowledge and agree that pursuant to Article 128 of the
Colombian Labor Code, the Plan and related benefits do not constitute a component of your
“salary” for any purpose. Therefore, they will not be included and/or considered for purposes of
calculating any and all labor benefits, such as legal/fringe benefits, vacations, indemnities, payroll
taxes, social insurance contributions and/or any other labor-related amount which may be payable.

FRANCE

Unless the Company notifies you otherwise, the below terms apply to you if, at the Award
Date, you are working in France.

French-Qualified Award. The Award is granted under and is subject to the terms of the French
Sub-Plan for Restricted Stock Units ("French RSU Sub-Plan") and is intended to qualify for
specific tax and social security treatment under Section L. 225-197-1 to L. 225-197-6 of the French
Commercial Code, as amended. The Company does not undertake to maintain the qualified status
of the Award and you will not be entitled to damages of any nature whatsoever if the Award
becomes disqualified. References to the "Plan" used in this Agreement shall include the French
RSU Sub-Plan. Capitalized terms that are not defined in this Agreement have the meanings given
to them in the Plan or, as applicable, in the French RSU Sub-Plan.

Vesting Schedule. This provision supplements Section 4 of the Agreement:

Notwithstanding the vesting schedule set forth in Section 4 of the Agreement, in no event shall a
Vest Date occur prior to the expiration of the minimum vesting period under Section L. 225-197-
1 of the French Commercial Code, as amended. Furthermore, notwithstanding the provisions of
Section 4 of the Agreement, in no event shall the vesting of any French-qualified Award be

14
modified after the Award Date so as to be contingent on or subject to satisfaction of performance
criteria.

Mandatory Holding Period. You may not sell or transfer the Shares issued at vesting of the
French-qualified Award prior to the expiration of the minimum mandatory holding period if
required and as defined under Section L. 225-197-1 of the French Commercial Code, as amended.
Further, if at the Grant Date, you are a Président du Conseil d’Administration, Directeur Général,
Directeur Général Délégué, Membre du Directoire, or Gérant de Sociétés par actions of the
Company (i.e., generally, a president or vice president of the Company) and the French-qualified
Award has been granted to you in this capacity, you will be required to hold ten percent of the
Shares issued to you upon vesting of the French-qualified Award in a nominative account until
you no longer hold one of the foregoing positions, so long as this restriction is applicable to French-
qualified Award granted by the Company.

Closed Periods. Any Shares acquired upon vesting of the French-qualified Award may not be
sold during certain Closed Periods as provided for and defined by Section L. 225-197-1 of the
French Commercial Code, as amended, and by the French RSU Sub-Plan, for so long as and to
the extent that the Closed Periods are applicable to Shares underlying French-qualified Award
granted by the Company.

Termination by Reason of Death. This provision supplements Section 4 and Section 6 of the
Agreement:

The unvested portion of the French-qualified Award will terminate automatically and be forfeited
to the Company immediately and without further notice upon the voluntary or involuntary
termination of your employment with the Company or any Subsidiary for any reason other than
your death (including as a result of Disability, as defined in the French RSU Sub-Plan). No Shares
shall be issued or issuable with respect to any portion of the French-qualified Award that
terminates unvested and is forfeited. In accordance with Section 7 of the French RSU Sub-Plan,
in the event of termination of your active employment by reason of your death, upon the
Company’s receipt within six months following your death of a written request from your heirs
in a form satisfactory to the Company, all of your unvested French-qualified Award shall vest and
the Company shall issue the relevant Shares to an account for the benefit of your heirs. In the
event of your death, your heirs will not be subject to the Mandatory Holding Period, if any, or
Closed Period restrictions referenced above in this Appendix.

Termination by Reason of Disability. This provision supplements Section 6 of the Agreement:

In the event of termination of your active employment by reason of your Disability (as defined in
the French RSU Sub-Plan), you will not be subject to the Mandatory Holding Period, if any, or
Closed Period restrictions referenced above in this Appendix.

French Taxes. This provision supplements Section 9 of the Agreement:

You understand and acknowledge that, if you are a French tax resident, you are solely responsible
for paying any French personal income tax due in connection with the Award, as well as any
related taxes, and, unless otherwise required by applicable law, neither the Company nor the

15
Employer will withhold any such French personal income tax or other French taxes due in
connection with the Award, regardless of any language to the contrary in Section 9 of the
Agreement.

GERMANY

The following provisions apply only to Level 1-3 Employees:

Automatic Sale of Shares at Vesting. Unless you elect to receive delivery of Shares in
accordance with the election requirements set forth below in this Appendix, all of the Shares
issued upon vesting of the Award will be immediately sold. Your acceptance of this Award
constitutes your instruction and authorization to the Company and the Company's Designated
Broker to sell all such Shares on your behalf. The Company and the Designated Broker are under
no obligation to arrange for such sale at any particular price. Further, you will be responsible for
all broker’s fees and other costs of sale, and you agree to indemnify and hold the Company
harmless from any losses, costs, damages, or expenses relating to any such sale. The proceeds
from the sale of the Shares will be converted from U.S. dollars to local currency using any
exchange rate chosen by the Company and you will bear the risk of any fluctuation in the U.S.
dollar/local currency exchange rate between the applicable Vest Date and the date that you receive
cash proceeds converted to local currency. Within approximately one month following the
applicable Vest Date (or as soon as practicable thereafter), you shall receive, via payroll or another
means acceptable to the Company, the cash proceeds from the sale, less any broker’s fees or other
costs of sale and subject to fulfillment of any applicable Tax -Related Items.

Election to Receive Shares. At any time not less than seven business days before any Vest Date,
you may opt out of the automatic sale provisions set forth above in this Appendix by providing the
Company, in a manner specified by the Company, with a written election to receive delivery of
Shares upon such Vest Date. If your election to receive Shares is not received by the deadline
specified above, all of your Shares will be automatically sold upon the Vest Date in accordance
with the automatic sale provisions set forth above. Further, unless you choose to satisfy the Tax-
Related Items by wire transfer or other means in accordance with Section 9(b)(ii) of the
Agreement, your election to receive Shares shall be effective only with respect to the net Shares
remaining after satisfaction of the Tax-Related Items through sale of Shares in accordance with
Section 9(b)(i).

Taxes.

The following supplements Section 9 of the Agreement:

If you do not elect to opt out of the automatic sale at vesting set forth above, the amount necessary
to satisfy the Tax-Related Items will be withheld from the proceeds of the automatic sale of all of
the Shares issued upon vesting of the Award. If you elect to opt out of the automatic sale at vesting,
your obligation for Tax -Related Items will be satisfied by sale of a portion of the Shares issued to
you upon vesting, as provided under Section 9(b)(i) of the Agreement, unless you have chosen to
satisfy the Tax-Related Items by wire transfer or other means in accordance with Section 9(b)(ii)
of the Agreement, or the Tax-Related Items are satisfied in accordance with Section 9(c) of the
Agreement.

16
HONG KONG

Securities Warning. In accepting the Award, you understand and acknowledge that the Award
and any Shares issued at vesting of the Award do not constitute a public offering of securities
under Hong Kong law and are available only to eligible employees, directors and consultants of
the Company and its Subsidiaries, as further set forth in the Plan. The Agreement, including this
Appendix, the Plan and other incidental communication materials have not been prepared in
accordance with and are not intended to constitute a “prospectus” for a public offering of securities
under the applicable securities legislation in Hong Kong, nor have the documents been reviewed
by any regulatory authority in Hong Kong. The Award and any related documentation are intended
only for your personal use and may not be distributed to any other person. If you are in any doubt
about any of the contents of the Agreement or the Plan, you should obtain independent professional
advice.

Sale of Shares. In the event the Award vests within six months of the Award Date set forth in the
Agreement, you agree that you will not dispose of the Shares acquired prior to the six-month
anniversary of the Award Date.

Settlement in Shares. Notwithstanding any discretion in the Plan to settle the Award in cash, due
to tax law considerations in Hong Kong the Award will be settled in Shares only. The Award does
not provide any right for you to receive a cash payment.

ISRAEL

Unless the Company notifies you otherwise, the below terms apply to you if you are
working in Israel at the Award Date.

Grant Subject to Terms and Conditions of Israel Sub-Plan. The Award is offered to you
subject to, and in accordance with, the terms of the Plan and the Sub-Plan to the Amazon.com, Inc.
1997 Stock Incentive Plan for Participants in Israel (the "Israel Sub-Plan"). The Awards, the
Shares and any rights issued pursuant to the Awards and Shares (other than cash dividends) shall
be controlled by ESOP Management and Trust Services Ltd. or another trustee selected by the
Company (the “Trustee”) for your benefit for at least the Required Minimum Trust Period (as
defined in Section 2.2 of the Israel Sub-Plan). By accepting the Award, you agree to be bound by
the terms of the Plan, the Israel Sub-Plan, the Agreement, the trust and services agreement (the
"Trust Agreement") with the Trustee, and, upon request of the Company or the Employer, agree
to provide written consent to the terms of any tax ruling or agreement obtained by the Company
or the Employer with regard to the Plan and the Israel Sub-Plan ("Tax Ruling").

Until further election by the Company, the Award and any Shares received upon vesting of the
Award are intended to qualify for the tax treatment available in Israel pursuant to the provisions
of the "capital gain trustee track" under Section 102 (together with its subsections and any similar
successor provisions, "Section 102") of the Israeli Income Tax Ordinance [New Version], 1961
(the "ITO"), including the provisions of the Income Tax Rules (Tax Benefits in Shares Issuance to
Employees), 2003 and any Tax Ruling.

The Award is subject to the trust ("Trust") established by the Trust Agreement with Trustee. To

17
receive the tax treatment provided for in Sections 102(b)(2) and 102(b)(3) of the ITO or successor,
Awards granted to Eligible 102 Participants (as defined in Section 2.2 of the Israel Sub-Plan) will
be "deposited" (as defined by the ITO) with the Trustee on behalf of the Eligible 102 Participant
during the Required Minimum Trust Period, which, until further election by the Company, shall
be twenty-four months from the Award Date, or any other period determined under the ITO as
now in effect or as hereafter amended or by the Israeli Income Tax Authority. Subject to the expiry
of the Required Minimum Trust Period and any further period included herein, you agree that
Shares acquired upon vesting of the Award will be held by the Trustee until the earlier of (a) the
receipt by the Trustee of an acknowledgment from the Israeli Income Tax Authority that you have
paid all applicable Tax-Related Items due pursuant to the ITO and Section 102, or (b) the Trustee
withholds any applicable Tax-Related Items due pursuant to the ITO and Section 102.
Notwithstanding the foregoing, in the event you shall elect to release any Awards or any Shares
acquired upon vesting of the Award prior to the conclusion of the Required Minimum Trust Period,
the tax consequences under Section 102 shall apply to and shall be borne solely by you, as further
set forth in the Israel Sub-Plan.

The Company may at its sole discretion replace the Trustee from time to time and instruct the
transfer of all Awards and Shares held and administered by such Trustee at such time to its
successor and the provisions of this Agreement shall apply to the new Trustee.

Vesting Schedule. This provision amends Section 4 of the Agreement:

Notwithstanding the provisions of Section 4 of the Agreement, in no event shall the vesting of any
Award granted under the Israel Sub-Plan be modified after the Award Date so as to be contingent
on or subject to satisfaction of performance criteria.

ITALY

Plan Document Acknowledgment. By accepting the Award, you acknowledge that you have
received a copy of the Plan and the Agreement and have reviewed the Plan and the Agreement,
including this Appendix, in their entirety and fully understand and accept all provisions of the Plan
and the Agreement, including this Appendix.

You further acknowledge that you have read and specifically and expressly approve the following
sections of the Agreement and this Appendix: Section 4: Vesting Schedule; Section 6: Termination
of Employment; Section 7: Leave of Absence and Change in Work Schedule; Section 9: Taxes;
Section 11: Limitation of Rights; Nature of Grant; Section 13: Employee Data Privacy; Section
15: Governing Law and Venue; Section 16: Language; and Section 21: Waiver.

MALAYSIA

Data Privacy Notice. This provision replaces Section 13 of the Agreement in its entirety:

You hereby explicitly and unambiguously Anda dengan ini secara eksplisit dan tanpa
consent to the collection, use and transfer, in sebarang keraguan mengizinkan
electronic or other form, of your personal pengumpulan, penggunaan dan pemindahan,
data, as described in this Appendix and any dalam bentuk elektronik atau lain-lain, data

18
other Award grant materials by and among, as peribadi anda seperti yang diterangkan dalam
applicable, the Company and Subsidiaries for Lampiran ini dan apa-apa bahan pemberian
the exclusive purpose of implementing, Anugerah ini yang lain oleh dan di antara,
administering and managing your seperti yang berkenaan, Syarikat dan Ahli
participation in the Plan. Gabungan untuk tujuan eksklusif bagi
melaksanakan, mentadbir dan menguruskan
You understand that the Company and penyertaan anda di dalam Pelan.
Subsidiaries may hold certain personal
information about you, including, but not Anda memahami bahawa Syarikat Ahli
limited to, your name, home address and Gabungan mungkin memegang maklumat
telephone number, date of birth, social peribadi tertentu tentang anda, termasuk,
insurance number or other identification tetapi tidak terhad kepada, nama anda, alamat
number, salary, nationality, job title, any rumah dan nombor telefon, tarikh lahir,
Shares or directorships held in the Company, nombor insurans sosial atau nombor
details of all Awards or any other entitlement pengenalan lain, gaji, kewarganegaraan,
to Shares awarded, canceled, exercised, jawatan, apa-apa syer saham Biasa atau
vested, unvested or outstanding in your favor, jawatan pengarah yang dipegang dalam
for the exclusive purpose of implementing, Syarikat, butir-butir semua Anugerah ini, atau
administering and managing the Plan apa-apa hak lain atas syer Biasa saham yang
(“Data”). The Data is supplied by the dianugerahkan, dibatalkan, dilaksanakan,
Company and also by you through information terletak hak, tidak diletak hak ataupun yang
collected in connection with the Agreement belum dijelaskan bagi faedahanda, untuk
and the Plan. tujuan eksklusif bagi melaksanakan, mentadbir
dan menguruskan Pelan tersebut ("Data").
You understand that Data will be transferred Data tersebut dibekalkan oleh Syarikat dan
to the current stock plan service providers or juga oleh anda berkenaan dengan Perjanjian
a stock plan service provider as may be dan Pelan.
selected by the Company in the future, which
is assisting the Company with the Anda memahami bahawa Data ini akan
implementation, administration and dipindahkan kepada pembekal perkhidmatan
management of the Plan. You understand that pelan saham semasa atau pembekal
the recipients of the Data may be located in the perkhidmatan pelan saham yang mungkin
United States or elsewhere, and that the dipilih oleh Syarikat pada masa depan, yang
recipients’ country (e.g., the United States) membantu Syarikat dengan pelaksanaan,
may have different data privacy laws and pentadbiran dan pengurusan Pelan. Anda
protections than your country. You understand memahami bahawa penerima-penerima Data
that if you reside outside the United States, you mungkin berada di Amerika Syarikat atau
may request a list with the names and mana-mana tempat lain, dan bahawa negara
addresses of any potential recipients of the penerima-penerima (contohnya, Amerika
Data by contacting your local human Syarikat) mungkin mempunyai undang-undang
resources representative. You authorize the privasi data dan perlindungan yang berbeza
Company, the stock plan service provider and daripada negara anda. Anda memahami
any other possible recipients which may assist bahawa sekiranya anda menetap di luar
the Company (presently or in the future) with Amerika Syarikat, anda boleh meminta satu
implementing, administering and managing senarai yang mengandungi nama-nama dan
the Plan to receive, possess, use, retain and alamat-alamat penerima-penerima Data yang
transfer the Data, in electronic or other form, berpotensi dengan menghubungi wakil sumber

19
for the purposes of implementing,
administering and managing your
participation in the Plan, including any
transfer of such Data as may be required to a
broker, escrow agent or other third party with
whom the Shares received upon vesting of the
Award may be deposited. You understand that
Data will be held only as long as is necessary
to implement, administer and manage your
participation in the Plan. You understand that
if you reside outside the United States, you
may, at any time, view Data, request
additional information about the storage and
processing of Data, require any necessary
amendments to Data, limit the processing of
Data, or refuse or withdraw the consents
herein, in any case without cost, by contacting
in writing your local human resources
representative. Further, you understand that
you are providing the consent herein on a
purely voluntary basis. If you do not consent,
or if you later seek to revoke your consent,
your employment status or service and career
with the Company will not be adversely
affected; the only adverse consequence of
refusing or withdrawing your consent is that
the Company may not be able to grant you
Restricted Stock Units or other equity awards
or administer or maintain such awards.
Therefore, you understand that refusing or
withdrawing your consent may affect your
ability to participate in the Plan. For more
information on the consequences of your
refusal to consent or withdrawal of consent,
you understand that you may contact your
local human resources representative.
Please take note that by electronically
accepting this Agreement, you have confirmed
that you explicitly, voluntarily and
unambiguously consent to the collection, use
and transfer of your personal data in
accordance with the terms in this notification.
However, if for any reason you do not consent
to the processing of your personal data, you
have the right to reject such consent by
contacting your local human resources
20
manusia tempatan anda.Anda memberi kuasa
kepada Syarikat, pembekal perkhidmatan
pelan saham dan mana-mana penerima-
penerima kemungkinan lain yang mungkin
akan membantu Syarikat (pada masa sekarang
atau pada masa depan) dengan melaksanakan,
mentadbir dan menguruskan Pelan untuk
menerima, memiliki, menggunakan,
mengekalkan dan memindahkan Data, dalam
bentuk elektronik atau lain-lain, bagi tujuan
melaksanakan, mentadbir dan menguruskan
penyertaan anda di dalam Pelan, termasuk
segala pemindahan Data tersebut
sebagaimana yang dikehendaki kepada broker,
egen eskrow atau pihak ketiga dengan siapa
syer Biasa saham diterima semasa
peletakhakan Anugerah ini mungkin
didepositkan. Anda memahami bahawa Data
hanya akan disimpan selagi ia adalah
diperlukan untuk melaksanakan, mentadbir,
dan menguruskan penyertaan anda dalam
Pelan. Anda memahami bahawa sekiranya
anda menetap di luar Amerika Syarikat, anda
boleh, pada bila-bila masa, melihat Data,
meminta maklumat tambahan mengenai
penyimpanan dan pemprosesan Data, meminta
bahawa pindaan-pindaan dilaksanakan ke atas
Data, mengehadkan pemprosesan Data, atau
menolak atau menarik balik persetujuan dalam
ini, dalam mana-mana kes, tanpa kos, dengan
menghubungi secara bertulis wakil sumber
manusia tempatan. Selanjutnya, anda
memahami bahawa anda memberikan
persetujuan di sini secara sukarela semata-
mata. Sekiranya anda tidak bersetuju, atau
sekiranya anda kemudian membatalkan
persetujuan anda, status pekerjaan atau
perkhidmatan dan kerjaya anda dengan
Syarikat tidak akan terjejas; satu-satunya
akibat buruk sekiranya anda tidak bersetuju
atau menarik balik persetujuan andaadalah
bahawa Syarikat tidak akan dapat memberikan
unit saham terhad anda atau anugerah ekuiti
lain atau mentadbir atau mengekalkan
anugerah-anugerah tersebut. Oleh itu, anda
memahami bahawa keengganan atau
 representative. penarikan balik persetujuan anda boleh
menjejaskan keupayaan anda untuk mengambil
bahagian dalam Pelan. Untuk maklumat lebih
lanjut mengenai akibat-akibat keengganan
anda untuk memberikan keizinan atau
penarikan balik keizinan, anda memahami
bahawa anda boleh menghubungi wakil
sumber manusia tempatan.

Sila ambil perhatian bahawa dengan

menerima Perjanjian ini secara elektronik,
anda mengesahkan bahawa anda secara
eksplisit, sukarela, dan tanpa sebarang
keraguan bersetuju dengan pengumpulan,
penggunaan, dan pemindahan data peribadi
anda mengikut terma-terma dalam notis ini.
Walaubagaimanapun, jika atas apa-apa
sebab-sebab tertentu anda tidak bersetuju
dengan pemprosesan data peribadi anda, anda
mempunyai hak untuk menolak persetujuan
anda dengan menghubungi wakil sumber
manusia tempatan anda.

Director Notification Obligation. If you are a director of the Company’s Malaysian subsidiary,
you are subject to certain notification requirements under the Malaysian Companies Act. Among
these requirements is an obligation to notify the Malaysian subsidiary in writing when you receive
or dispose of an interest (e.g., RSUs or Shares) in the Company or any related company. Such
notifications must be made within 14 days of receiving or disposing of any interest in the Company
or any related company.

MEXICO

No Entitlement or Claims for Compensation. The following provisions supplement Section 11

of the Agreement:

Modification. By accepting the Award, you understand and agree that any modification of the
Plan or the Agreement or the termination of the Plan shall not constitute a change or impairment
of the terms and conditions of your employment or service agreement, if any.

Policy Statement. The Award the Company is granting to you under the Plan is made on a
unilateral and discretionary basis and, therefore, the Company reserves the absolute right to amend
it and discontinue it at any time without any liability.

The Company, with registered offices in Seattle, Washington, U.S.A., is solely responsible for the
administration of the Plan, and participation in the Plan and the acquisition of Shares does not, in
any way, establish an employment relationship between you and the Company.

21
Plan Document Acknowledgment. By accepting the Award, you acknowledge that you have
received a copy of the Plan, you have reviewed the Plan and the Agreement, including this
Appendix, in their entirety and you fully understand and accept all provisions of the Plan, the
Agreement and this Appendix.

In addition, by accepting the Award, you further acknowledge that you have read and specifically
and expressly approve the terms and conditions in Section 11 of the Agreement, in which the
following is clearly described and established: (a) participation in the Plan does not constitute an
acquired right; (b) the Plan and participation in the Plan is offered by the Company on a wholly
discretionary basis; (c) your participation in the Plan is voluntary; and (d) the Company and its
Subsidiaries are not responsible for any decrease in the value of the Shares underlying the Award.

Finally, you hereby declare that you do not reserve any action or right to bring any claim against
the Company for any compensation or damages as a result of your participation in the Plan and
therefore grant a full and broad release to the Company and its Subsidiaries with respect to any
claim that may arise under the Plan.

MOROCCO

Immediate Sale Requirement. Notwithstanding anything to the contrary in the Plan or the
Agreement, due to exchange control laws in Morocco, you agree that the Company may, in its
discretion, require that all Shares issued at vesting of the Award be immediately sold. Your
acceptance of the Award constitutes your instruction and authorization to the Company and the
Company's Designated Broker to assist with such sale of the Shares on your behalf. The Company
and the Designated Broker are under no obligation to arrange for such sale at any particular price.
You will be responsible for all broker’s fees and other costs of sale, and you agree to indemnify
and hold the Company harmless from any losses, costs, damages, or expenses relating to any such
sale. In the event of such sale of the Shares, you shall receive the cash proceeds from the sale, less
any broker’s fees or other costs of sale and subject to fulfillment of any applicable Tax-Related
Items.

Repatriation and Foreign Exchange Obligations. You understand and agree that, pursuant to
exchange control laws in Morocco, you will be required to immediately repatriate to Morocco the
cash proceeds from the sale of any Shares issued upon vesting of the Award and, if applicable, any
dividends you may receive in relation to the Shares. You understand that such repatriation of your
cash proceeds may be effected through a bank account established by the Company or a Subsidiary,
and you hereby consent and agree that any proceeds you may receive as a result of participation in
the Plan may be transferred to such Company or Subsidiary bank account prior to being delivered
to you. If repatriation of your cash proceeds is not effectuated through a Company or Subsidiary
bank account, you hereby agree to maintain your own records proving repatriation and to provide
copies of these records upon request from the Company, a Subsidiary or the Moroccan Exchange
Control Office (Office des Changes).

Further, you acknowledge and understand that, under applicable law, the proceeds that you realize
from your participation in the Plan must be converted from U.S. dollars to Dirham, and that the
Company and its Subsidiaries have no obligation to, but may, convert the proceeds on your behalf
using any exchange rate chosen by the Company; if funds are so converted, they will be converted

22
as soon as practicable, which may not be immediately after the date that such proceeds were
realized. Further, if such currency conversion occurs, you will bear the risk of any fluctuation in
the U.S. dollar/Dirham exchange rate between the date you realize U.S. dollar proceeds from your
participation in the Plan and the date that you receive cash proceeds converted to Dirham.

By accepting this Award, you agree to provide to the Employer or the Company a written
commitment form, power of attorney and any other irrevocable mandate as may be required by the
Company or the Employer in order to comply with applicable exchange control requirements in
Morocco.

Finally, you agree to comply with any other requirements that may be imposed by the Company
in the future in order to facilitate compliance with exchange control requirements in Morocco, as
determined by the Company in its sole discretion.

If your Shares are immediately sold upon vesting pursuant to the Immediate Sale Requirement
above in this Appendix, the amount necessary to satisfy the Tax-Related Items will be withheld
from the proceeds of the immediate sale of all of the Shares issued upon vesting of the Award. If
you are permitted to hold Shares upon vesting, your obligation for Tax-Related Items will be
satisfied by sale of a portion of the Shares issued to you upon vesting, as provided under Section
9(b)(i) of the Agreement, or in accordance with Section 9(c) of the Agreement. Unless otherwise
determined by the Company, you will not be permitted to satisfy the Tax-Related Items by wire
transfer or other means in accordance with Section 9(b)(ii) of the Agreement.

NEW ZEALAND

Securities Warning. You are being offered restricted stock units to be settled in the form of
Common Stock of the Company. If the Company runs into financial difficulties and is wound up,
you may lose some or all of the Shares that were acquired upon vesting of the Award. New Zealand
law normally requires people who offer financial products to give information to investors before
they invest. This requires those offering financial products to have disclosed information that is
important for investors to make an informed decision. The usual rules do not apply to this offer
because it is an offer made under the Employee Share Scheme exemption, as defined under New
Zealand securities law. As a result, you may not be given all the information usually required for
offers of financial products and will also have fewer other legal protections. You should ask
questions, read all documents carefully, and seek independent financial advice. The Company's
Shares are currently traded on the Nasdaq Stock Market under the ticker symbol “AMZN” and
Shares acquired under the Plan may be sold through this exchange. You may end up selling the
Shares at a price that is lower than the value of the Shares when you acquired them (i.e., upon
vesting of the Award). The Company’s most recent annual report (which includes the Company’s
financial statements) is available at http://phx.corporate-ir.net/phoenix.zhtml?c=97664&p=irol-
irhome.

You are entitled to receive a copy of this report, free of charge, upon written request to the
Company.

23
PHILIPPINES

Securities Law Information. This Award is being made pursuant to an exemption from
registration under Section 10.2 of the Philippines Securities Regulation Code that has been
approved by the Philippines Securities and Exchange Commission.

You should be aware of the risks of participating in the Plan, which include (without limitation)
the risk of fluctuation in the price of the Shares on the NASDAQ and the risk of currency
fluctuations between the U.S. Dollar and your local currency. In this regard, the you should note
that the value of any Shares you may acquire under the Plan may decrease after the Shares are
issued, and fluctuations in foreign exchange rates between the your local currency and the United
States Dollar may affect the value of the Award, or any amounts due pursuant to the vesting of the
Awards or the subsequent sale of any Shares acquired upon vesting. The Company is not making
any representations, projections or assurances about the value of the Shares now or in the future.

For further information on risk factors impacting the Company’s business that may affect the value
of the Shares, you should refer to the risk factors discussion in the Company’s Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities and
Exchange Commission and are available online at www.sec.gov/, as well as on the Company’s
website at http://phx.corporate-ir.net/phoenix.zhtml?c=97664&p=irol-
sec&control_selectgroup=Annual%20Filings. In addition, you may receive, free of charge, a copy
of the Company’s Annual Report or proxy statements through the following request form
http://phx.corporate-ir.net/phoenix.zhtml?c=97664&p=irol-infoReq

You acknowledge that you are permitted to sell Shares acquired under the Plan through the
designated Plan broker appointed by the Company (or such other broker to whom you may transfer
the Shares), provided that such sale takes place outside of the Philippines through the facilities of
the NASDAQ, on which the Shares are listed.

SAUDI ARABIA

This document may not be distributed in the Kingdom except to such persons as are permitted
under the Offers of Securities Regulations issued by the Capital Market Authority. The Capital
Market Authority does not make any representation as to the accuracy or completeness of this
document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred
in reliance upon, any part of this document. Prospective recipients of the securities offered hereby
should conduct their own due diligence on the accuracy of the information relating to the securities.
If you do not understand the contents of this document you should consult an authorised financial
adviser.

SOUTH AFRICA

Taxes. This provision supplements Section 9 of the Agreement:

By accepting the Award, you agree to immediately notify the Employer of the amount of any

24
income realized upon vesting of the Award. If you fail to advise the Employer of the income
realized at vesting, you understand that you may be liable for a fine. You acknowledge that you
are responsible for paying any difference between your actual tax liability and any amount
withheld by the Employer.

Securities Law. You acknowledge that the documents listed below are available for review at the
web addresses listed below:

a. Amazon.com Inc.’s most recent Annual Report (Form 10-K) - http://phx.corporate-

ir.net/phoenix.zhtml?c=97664&p=irol-
sec&control_selectgroup=Annual%20Filings or www.sec.gov/.

b. Amazon.com, Inc. 1997 Stock Incentive Plan Prospectus - This document can be
accessed at the Company’s intranet site (Inside Amazon):
https://inside.amazon.com.

You understand that a copy of the above documents will be sent to you free of charge on written
request to your human resources representative.

You are advised to carefully read the materials provided before making a decision whether to
participate in the Plan and to contact your tax advisor for specific information concerning your
personal tax situation with regard to Plan participation.

SPAIN

Employment Law Acknowledgment. The following provisions supplement Section 6 and

Section 11 of the Agreement:

In accepting the Award, you acknowledge that you consent to participate in the Plan and have
received a copy of the Plan.

You understand that the Company, in its sole discretion, has unilaterally and gratuitously decided
to grant the Award under the Plan to individuals who may be employees of the Company or a
Subsidiary throughout the world. This decision is a limited decision that is entered into upon the
express assumption and condition that any grant will not economically or otherwise bind the
Company or a Subsidiary on an ongoing basis except to the extent provided in the Plan and
Agreement. Consequently, you understand that the Award is granted on the assumption and
condition that the Award and any Shares issued upon settlement shall not become a part of any
employment contract (either with the Company or a Subsidiary) and shall not be considered a
mandatory benefit, salary for any purpose (including severance compensation) or any other right
whatsoever.

Further, you understand and agree that the Award will be cancelled without entitlement to Shares,
or to any amount as indemnification, if you terminate employment by reason of, including, but not
limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary
dismissal adjudged or recognized to be without cause, individual or collective layoff on objective
grounds, whether adjudged to be with cause or adjudged or recognized to be without cause,
material modification of the terms of employment under Article 41 of the Workers' Statute,

25
relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral
withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. You
acknowledge that you have read and specifically accept the conditions referred to in Section 6 and
Section 7 of the Agreement.

You understand that the grant of the Award would not be made to you but for the assumptions and
conditions referred to above; thus, you acknowledge and freely accept that should any or all of the
assumptions be mistaken or should any of the conditions not be met for any reason, then any grant
of or right to the Award shall be null and void.

Securities Law Legend. The Award and the Shares issued upon vesting are considered a private
placement outside of the scope of Spanish laws on public offerings and issuances of securities.

UNITED ARAB EMIRATES

Securities Law Information. The Plan and the Agreement are intended for distribution only to
certain participants as selected by the Company and must not be delivered to, or relied on by, any
other person. You should conduct your own due diligence on the Company Shares. If you do not
understand the contents of the Plan and the Agreement, you should consult an authorized financial
adviser. The Emirates Securities and Commodities Authority has no responsibility for reviewing
or verifying any documents in connection with the Plan. Neither the Ministry of Economy nor the
Dubai Department of Economic Development have approved the Plan or the Agreement nor taken
steps to verify the information set out therein, and have no responsibility for such documents.

UNITED KINGDOM

Settlement in Shares. Notwithstanding any discretion in the Plan to settle the Award in cash, due
to tax law considerations in the United Kingdom, the Award will be settled in Shares only. The
Award does not provide any right for you to receive a cash payment.

Taxes. This provision supplements Section 9 of the Agreement:

If payment or withholding of the income tax due in connection with the Award is not made within
ninety days of the event giving rise to the liability or such other period specified in Section
222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (or any successor provision)
(the "Due Date"), the amount of any uncollected income tax will constitute a loan owed by you to
the Employer, effective on the Due Date. You agree that the loan will bear interest at the then-
current HM Revenue and Custom ("HMRC") official rate, it will be immediately due and
repayable, and the Company or the Employer may recover it at any time thereafter by any of the
means referred to in Section 9 of the Agreement. Notwithstanding the foregoing, if you are a
director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange
Act), you will not be eligible for such a loan to cover the income tax liability. In the event that
you are a director or executive officer and the income tax due is not collected from or paid by you
by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on
which additional income tax and national insurance contributions ("NICs") may be payable. You
will be responsible for reporting and paying any income tax due on this additional benefit directly
to HMRC under the self-assessment regime and for reimbursing your Employer for the value of
any employee NICs due on this additional benefit, which may be recovered from you by the

26
Company or the Employer at any time thereafter by any of the means referred to in Section 9 of
the Agreement.

Joint Election for Transfer of Liability for Employer National Insurance Contributions. As
a condition of participation in the Plan and the vesting of the Award, you agree to accept any
liability for secondary Class 1 NICs that may be payable by the Company or the Employer in
connection with the Award and any event giving rise to Tax-Related Items (the "Employer NICs").
Without prejudice to the foregoing, you agree to execute a joint election with the Employer, the
form of such joint election (the "Joint Election") having been approved formally by HMRC, and
any other required consent or election prior to vesting of the Award. You also agree to execute
such other joint elections as may be required between you and any successor to the Company or
the Employer. You further agree that the Company or the Employer may collect the Employer
NICs from you by any of the means set forth in Section 9 of the Agreement.

You agree to enter into a Joint Election prior to the vesting of the Award. Failure to do so may
result in forfeiture of the Award.

UNITED STATES

Code Section 409A. For U.S. taxpayers, it is the intent that the grant of the Award as set forth in
this Agreement shall qualify for exemption from or comply with the requirements of Section 409A
of the Code, and any ambiguities herein will be interpreted to so qualify or comply. The Company
reserves the right, to the extent the Company deems necessary or advisable in its sole discretion,
to unilaterally amend or modify this Agreement as may be necessary to ensure that all payments
provided for under this Agreement are made in a manner that qualifies for exemption from or
complies with Section 409A of the Code; provided, however, that the Company makes no
representation that the grant, vesting, or settlement of the Award will be exempt from or comply
with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code
from applying to the grant, vesting or settlement of the Award granted pursuant to this Agreement.
The Company will have no liability to you or any other party if the Award, the delivery of Shares
upon settlement of the Award or other payment hereunder that is intended to be exempt from, or
compliant with, Section 409A of the Code, is not so exempt or compliant, or for any action taken
by the Company with respect thereto.

27