EXECUTIVECOMPENSATION Grants of Plan-Based Awards Grants of Plan-Based Awards in 2021 All Other Stock Awards: NumberofSharesof GrantDateFairValue Name GrantDate ApprovalDate StockorUnits of Stock Awards(1) AndrewR.Jassy 7/5/2021 6/28/2021 61,000(2)(3) $211,933,520 Jeffrey P. Bezos ——— — Brian T. Olsavsky ——— — DavidH.Clark 7/5/2021 6/28/2021 16,000(2)(4) 55,589,120 (2)(5) AdamN.Selipsky 5/17/2021 3/22/2021 24,909 81,294,756 DavidA.Zapolsky ——— — (1) Stock awards are reported at aggregate grant date fair value, as determined under applicable accounting standards. Grant date fair value for restricted stock units is determined based on the number of shares granted multiplied by the average of the high and the low trading price of common stock of the Company on the grant date, without regard to the fact that the grants vest over a number of years. The holder of the restricted stock unit award does not have any voting, dividend, or other ownership rights in the shares of commonstocksubjecttotheawardunlessanduntiltheawardvestsandthesharesareissued. (2) Thevesting schedule reflects total compensation targets for future years based on the number of shares vesting and stock price assumptions for each future year. (3) This award vests over 10 years, with more than 80% of the shares scheduled to vest between 5 and 10 years after grant. The vesting scheduleisasfollows:500sharesoneachofMay21,2023,August21,2023,November21,2023,andFebruary21,2024;1,000shares oneachofMay21,2024,August21,2024,November21,2024,andFebruary21,2025;1,250sharesoneachofMay21,2025, August21,2025,November21,2025,andFebruary21,2026;and2,500sharesoneachofMay21,2026,August21,2026,November21, 2026, February 21, 2027, May 21, 2027, August 21, 2027, November 21, 2027, February 21, 2028, May 21, 2028, August 21, 2028, November21,2028,February21,2029,May21,2029,August21,2029,November21,2029,February21,2030,May21,2030, August 21, 2030, November 21, 2030, and February 21, 2031. (4) This award vests based upon the following vesting schedule: 4,000 shares on each of May 21, 2022, May 21, 2023, May 21, 2024, and May21,2025. (5) This award vests based upon the following vesting schedule: 3,390 shares on August 15, 2021; 1,695 shares on November 15, 2021; 1,696sharesonFebruary15,2022;1,474sharesoneachofMay15,2022,August15,2022,andNovember15,2022;1,475shareson February 15, 2023; 1,281 shares on May 15, 2023; 1,282 shares on each of August 15, 2023, November 15, 2023, and February 15, 2024;1,002sharesoneachofMay15,2024,August15,2024,andNovember15,2024;1,003sharesonFebruary15,2025;773shares onMay15,2025;and774sharesoneachofAugust15,2025,November15,2025,andFebruary15,2026. 2022ProxyStatement 99
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