Organization and Membership
This charter governs
the operations of the Leadership Development and Compensation Committee (the
"Committee") of the Board of Directors of Amazon.com, Inc. (the
"Board"). The Committee is appointed by the Board and consists of
at least two Directors, each of whom will meet applicable requirements with respect
to independence as determined by the Board. The Committee reviews this
charter at least annually and recommends appropriate changes to the Board.
Statement of Purpose
The Committee assists
the Board of Directors in fulfilling its oversight responsibility relating
- Evaluating the Company's
programs and practices relating to leadership development;
- Establishing and reviewing
compensation of the Company's executive officers; and
- Administering the Company's
equity-based and certain other compensation plans.
Duties and Responsibilities
The Committee performs
the following, to the extent it deems necessary and appropriate, consistent
with and subject to applicable laws and regulations.
Company's Programs and Practices Relating to Leadership Development
- The Committee monitors and
periodically assesses the Company's programs and practices for ensuring
the continuity of capable management, including succession plans for
Reviewing Compensation of the Company's Executive Officers
- The Committee establishes
and reviews the compensation of the Company's executive officers,
including establishing terms of employment for new executive officers;
periodically reviewing compensation for existing executive officers;
reviewing any compensation-related performance goals, including
evaluating the satisfaction of such goals; and approving the terms
associated with any executive officer's termination of employment.
- The Committee prepares and
publishes an annual executive compensation report in the Company's proxy
Company's Equity-Based and Certain Other Compensation Plans
Committee acts on behalf of the Board to administer the Company's
equity-based compensation plans and certain other employee plans for which
the Committee has been designated as plan administrator.