Summary of Unwritten Compensation Arrangements for Non-Employee Directors of Overstock.com, Inc.

Summary

Overstock.com, Inc. provides its non-employee directors with an annual compensation of $20,000, paid quarterly, and reimburses them for expenses related to attending board and committee meetings. Additionally, under the company's 2005 Equity Incentive Plan, non-employee directors may receive stock options or other equity awards as determined by the Board. In 2006, several directors were granted options to purchase company stock at a specified price. These arrangements outline the compensation and benefits for non-employee board members.

EX-10.39 3 a07-5835_1ex10d39.htm EX-10.39

Exhibit 10.39

Summary of Unwritten Compensation Arrangements
Applicable to Non-Employee Directors of Overstock.com, Inc.

Overstock.com, Inc. (the “Company”) pays its non-employee directors $20,000 annually at the rate of $5,000 per quarter, and reimburses its non-employee directors for out-of-pocket expenses incurred in connection with attending Board and committee meetings.

The Company maintains its 2005 Equity Incentive Plan, under which the Board of Directors has the power to grant options and other awards to members of the Board.  During 2006 the Board granted options to non-employee directors as follows:

Name

 

Grant Date

 

Exercise
Price ($)

 

Number of 
Options 
Granted

 

John J. Byrne(1)

 

April 25, 2006

 

27.40

 

5,000

 

Gordon Macklin(2)

 

April 25, 2006

 

27.40

 

5,000

 

Allison Abraham

 

April 25, 2006

 

27.40

 

5,000

 

John Fisher(3)

 

April 25, 2006

 

27.40

 

5,000

 

Ray Groves

 

April 25, 2006

 

27.40

 

5,000

 

 


(1)          Mr. Byrne resigned from the Company’s board of directors on July 31, 2006.

(2)         Mr. Macklin passed away January 30, 2007.

(3)          Mr. Fisher resigned from the Company’s board of directors on February 23, 2007.