EXECUTIVECOMPENSATION (5) Reflects shares of our common stock subject to a restricted stock unit award that vested as to 1,696 shares on February 15, 2022; and vesting as follows, assuming continued employment: 1,474 shares on each of May 15, 2022, August 15, 2022, and November 15, 2022; 1,475 shares on 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; 1,002 shares on each of May 15, 2024, August 15, 2024, and November 15, 2024; 1,003 shares on February 15, 2025; 773 shares on May 15, 2025; and 774 shares on each of August 15, 2025, November 15, 2025, and February 15, 2026. The number and value of shares that would have vested in the event of death as of December 31, 2021 is 11,438 shares and $38,138,181. (6) Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 1,060 shares on February 15, 2022; (b) a restricted stock unit awardvestingasfollows,assumingcontinuedemployment:688sharesoneachofMay21,2022andAugust21, 2022; 689 shares on each of November 21, 2022 and February 21, 2023; 530 shares on May 21, 2023; and 531 shares on each of August21,2023,November21,2023,andFebruary21,2024;and(c)arestrictedstockunitawardvestingasfollows,assumingcontinued employment:148sharesoneachofMay21,2022,August21,2022,andNovember21,2022;149sharesonFebruary21,2023;197 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024; 568 shares on each of May 21, 2024, August 21, 2024, and November 21, 2024; 569 shares on February 21, 2025; 438 shares on each of May 21, 2025, August 21, 2025, andNovember21,2025;and439sharesonFebruary21,2026.Thenumberandvalueofsharesthatwouldhavevestedintheeventof death as of December 31, 2021 is 6,590 shares and $21,973,301. StockVestedin2021 Thefollowing table sets forth information concerning stock awards that vested during the last fiscal year with respect to the namedexecutive officers. StockAwards Numberof Shares Acquired ValueRealized (1) Name onVesting onVesting AndrewR.Jassy 13,001 $43,415,537 Jeffrey P. Bezos —— Brian T. Olsavsky 4,557 15,179,710 DavidH.Clark 6,696 22,321,567 AdamN.Selipsky 5,085 17,176,486 DavidA.Zapolsky 4,557 15,179,710 (1) Amountisthenumberofsharesofstockacquireduponvestingmultipliedbytheclosingmarketpriceofourcommonstockonthe vesting date (or the preceding trading day if the vesting date was not a trading day). Potential Payments Upon Termination of EmploymentorChange-in-Control Termination and Change-in-Control Agreements or Arrangements Wedonothaveanycontracts,agreements,orarrangementswithanyofournamedexecutiveofficersprovidingfor additional benefits or payments in connection with a termination of employment, change in job responsibility, or change-in- control. Upon termination of employment for any reason other than death, all unvested restricted stock units expire. RestrictedstockunitsheldbyanyemployeeotherthantheCEOvestupondeathtotheextenttheyotherwisewerescheduled to vest within two years. The number of shares and dollar value of the unvested stock-based awards held by named executive officers other than the CEO that would have vested based on the closing price of our common stock of $3,334.34 onDecember31,2021issetforthinnotes(3)through(6)ofthe“OutstandingEquityAwardsat2021FiscalYear-End” table. 2022ProxyStatement 101
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