Summary of Unwritten Compensation Arrangements for Non-Employee Directors of Overstock.com, Inc.
This document outlines the compensation arrangements for non-employee directors of Overstock.com, Inc. For 2007, non-employee directors received an annual cash payment of $60,000, paid quarterly, and were granted stock options upon joining the Board and periodically thereafter. The company also reimburses directors for travel and other expenses related to Board duties. The summary includes specific option grants and compensation paid to each director during 2007. These arrangements are designed to compensate and incentivize non-employee directors for their service to the company.
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Exhibit 10.39
Summary of Unwritten Compensation Arrangements
Applicable to Non-Employee Directors of Overstock.com, Inc.
The Company increased its non-employee directors pay to $60,000 annually (from the previous amount of $20,000 annually), at the rate of $15,000 per quarter. The Company also grants options to non-employee directors, generally at the first Board meeting after the director first joins the Board, and then periodically thereafter. In 2007 the Company granted options to non-employee directors as follows:
| Name | Grant Date | Exercise Price ($) | Number of Options Granted | |||
|---|---|---|---|---|---|---|
| Allison Abraham | April 20, 2007 | 17.58 | 5,000 | |||
| Ray Groves(1) | April 20, 2007 | 17.58 | 5,000 | |||
| Barclay (Clay) Corbus | April 20, 2007 | 17.58 | 15,000 | |||
| Joseph J. Tabacco, Jr. | August 16, 2007 | 20.00 | 15,000 | |||
| James V. Joyce(2) | April 20, 2007 | 17.58 | 10,000 | |||
| James V. Joyce(2) | October 24, 2007 | 34.65 | 30,000 |
- (1)
- Mr. Groves resigned from the Company's board of directors on May 24, 2007.
- (2)
- Mr. Joyce joined the Company's board of directors on January 14, 2008. These options were granted to Mr. Joyce for consulting services he performed prior to joining the Company's board of directors.
The Company also reimburses directors for out-of-pocket expenses incurred in connection with attending Board and committee meetings. Haverford Valley, L.C., an affiliate of the Company, and certain affiliated entities which make travel arrangements for our executives, also occasionally make travel arrangements for directors to attend Board meetings, for which the Company reimburses Haverford Valley at rates not in excess of commercially available airline rates. The following table sets forth information concerning compensation paid or accrued by the Company to each non-employee member of the board of directors during the year ended December 31, 2007.
| Name | Fees Earned or Paid in Cash ($) | Option Awards(1) ($) | Total ($) | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Allison H. Abraham | $ | 30,000 | $ | 111,787 | $ | 141,787 | |||
| Clay Corbus | $ | 25,000 | $ | 31,462 | $ | 56,462 | |||
| Joseph Tabacco | $ | 20,000 | $ | 17,594 | $ | 37,594 | |||
| John A Fisher(2) | — | $ | 101,236 | $ | 101,236 | ||||
| Ray J. Groves(3) | $ | 10,000 | $ | 128,538 | $ | 138,538 | |||
| Gordon S. Macklin(4) | — | $ | 101,594 | $ | 101,594 | ||||
- (1)
- Reflects the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2007 in accordance with FAS 123(R) and thus includes amounts from awards granted in and prior to 2007. At December 31, 2007, the number of options held by each non-employee director was as follows: Ms. Abraham: 30,000; Mr. Corbus: 15,000; and Mr. Tobacco: 15,000.
- (2)
- Mr. Fisher resigned from the Board on February 23, 2007.
- (3)
- Mr. Groves resigned from the Board on May 24, 2007.
- (4)
- Mr. Macklin passed away on January 30, 2007.
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- Exhibit 10.39
