Appendix B - Sample Restricted Stock Units Agreement

• Jurisdiction: Washington

APPENDIX B SAMPLE RESTRICTED STOCK UNITS AGREEMENT __________ Corporation Restricted Stock Units

A. Award of Unvested Restricted Stock Units

The (husband or wife), hereinafter referred to as "Employee", has been granted certain Restricted Stock Units (hereinafter "RSUs") in connection with employment at __________.com, under the various applicable __________ Employee Stock Plans. These RSUs are classified as "non-qualified" under the Internal Revenue Code. The non-employee spouse, hereinafter referred to as "Assignee" is granted an assignee interest in certain RSUs.

In the event any RSUs subject to this agreement are converted or retired and new RSUs issued, it is the intention of the parties that neither the employee nor the assignee shall suffer a financial detriment due to such conversion. By their terms, these RSUs are not currently transferable. Accordingly, the Assignee shall be awarded the benefits of ownership as an assignee in the unvested RSUs as set forth below. The interests in the RSUs are as follows:

Grant No. & Date	RSUs to Employee	RSUs to Assignee	Total Unvested RSUs per Grant
xxxxx January 1, 20		0	0
xxxxx January 1, 20	0	0	0
xxxxx January 1, 20	0	0	0
xxxxx January 1, 20	0	0	0
xxxxx January 1, 20	0	0	0

(YOU MAY WANT TO REFLECT EACH VESTING TRANCHE FOR EACH GRANT)

B. Procedure for Exercise of RSUs by Assignee

The above RSUs are held in the name of __________ and are not transferable by their terms. Accordingly, the parties agree to the following procedures for the RSUs awarded to the assignee.

[ ] Generally, RSUs are automatically exercised on a specified date. If affirmative action is required for exercise of the award, the assignee shall give written notice of intent to exercise any RSUs awarded herein. Such notice shall specify precisely the grant and number of shares to be exercised and the details of how the transfer of funds/shares to the assignee is to be accomplished.
[ ] If applicable, if the exercise is to be at market price or a limit order for a certain price
[ ] If applicable, notice shall be delivered by certified mail, facsimile, or email. Notice by facsimile or email shall not be valid without acknowledgement of receipt by recipient.
[ ] If applicable, notice shall specify the grant number, number of shares to be exercised, date of exercise, and whether or not the stock is to be sold (cashless exercise) or certificates issued or a

...