Summary of Compensation Arrangements for Non-Employee Directors of Overstock.com, Inc.
Overstock.com, Inc. reimburses its non-employee directors for expenses related to attending board and committee meetings. Starting in the third quarter of 2004, these directors receive an annual cash payment of $20,000, paid quarterly. The company also has a stock option plan that allows the board to grant options or awards to directors, though no such awards were made in 2005. In 2004, several non-employee directors received stock options with specified grant dates, exercise prices, and amounts.
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Exhibit 10.39
Summary of Compensation Arrangements
Applicable to Non-Employee Directors of Overstock.com, Inc.
Overstock.com, Inc. (the "Company") reimburses its non-employee directors for out-of-pocket expenses incurred in connection with attending Board and committee meetings. Prior to the third quarter of 2004, the Company did not pay any of its non-employee directors any other cash amounts. Beginning in the third quarter of 2004, the Company began paying its non-employee directors $20,000 annually at the rate of $5,000 per quarter.
The Company maintains its 2002 Stock Option Plan, as amended, under which the Board of Directors has the power to grant options and other awards to members of the Board. No options or other awards have been made during 2005 to any non-employee member of the Board. During 2004 the Board granted options to non-employee directors as follows:
| Name | Grant Date | Exercise Price ($) | Number of Options Granted | |||
|---|---|---|---|---|---|---|
| John J. Byrne | May 21, 2004 | 31.13 | 5,000 | |||
| Gordon Macklin | January 23, 2004 May 21, 2004 | 18.58 31.13 | 10,000 5,000 | |||
| Allison Abraham | January 23, 2004 May 21, 2004 | 18.58 31.13 | 10,000 5,000 | |||
| John Fisher | January 23, 2004 May 21, 2004 | 18.58 31.13 | 10,000 5,000 |
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