Summary of Unwritten Compensation Arrangements for Non-Employee Directors of Overstock.com, Inc.
This document outlines the compensation for non-employee directors of Overstock.com, Inc. For 2011, directors received $60,000 annually, paid quarterly, and for 2012, $50,000 annually. Directors are also granted restricted stock units that vest over three years. The company reimburses directors for expenses related to attending board meetings, including travel arranged through an affiliated entity, at standard rates. These terms apply to all non-employee directors and detail both cash and equity compensation, as well as expense reimbursement policies.
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Exhibit 10.27
Summary of Unwritten Compensation Arrangements
Applicable to Non-Employee Directors of Overstock.com, Inc.
During 2011 the Company paid its non-employee directors $60,000 annually, at the rate of $15,000 per quarter. During 2012 the Company will pay its non-employee directors $50,000 annually, at the rate of $12,500 per quarter. The Company also grants restricted stock units to directors, generally at the first Board meeting after the director first joins the Board, and periodically thereafter. In 2011, the Company granted restricted stock units to non-employee directors as follows:
Name | Grant Date | Number of Restricted Stock Units Granted(1) | ||||
|---|---|---|---|---|---|---|
Allison H. Abraham | May 4, 2011 | 8,000 | ||||
Barclay F. Corbus | May 4, 2011 | 8,000 | ||||
Joseph J. Tabacco, Jr. | May 4, 2011 | 8,000 | ||||
John J. Byrne | May 4, 2011 | 8,000 | ||||
Samuel A. Mitchell | May 4, 2011 | 8,000 | ||||
- (1)
- Each restricted stock unit represents a contingent right to receive one share of Overstock.com, Inc. common stock. The restricted stock units vest as to 25% at the close of business on the first anniversary of the date of grant, 25% at the second anniversary of the date of grant, and the remaining 50% at the third anniversary of the date of grant. Vested shares are delivered promptly after the restricted stock units vest.
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 the Company's 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.
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- Exhibit 10.27
