Summary of Unwritten Compensation Arrangements for Non-Employee Directors of Overstock.com, Inc.
Overstock.com, Inc. provides its non-employee directors with an annual compensation of $60,000, paid quarterly. Directors also receive restricted stock units, which vest over three years, granting shares of company stock as they vest. The company reimburses directors for expenses related to attending board and committee meetings, including travel arranged through affiliated entities, at standard commercial rates. These arrangements apply to all non-employee directors, with specific grants and terms outlined for 2009.
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Exhibit 10.29
Summary of Unwritten Compensation Arrangements
Applicable to Non-Employee Directors of Overstock.com, Inc.
The Company pays its non-employee directors $60,000 annually, at the rate of $15,000 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 2009, 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 6, 2009 | 7,500 | |||||
Barclay F. Corbus | May 6, 2009 | 7,500 | |||||
Joseph J. Tabacco, Jr. | May 6, 2009 | 7,500 | |||||
James V. Joyce(2) | January 13, 2009 | 10,000 | |||||
- (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.
- (2)
- Mr. Joyce also served as a consultant to the Company, and also joined the Company's board of directors on January 14, 2008. Mr. Joyce resigned from the Board on April 1, 2009.
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 10.29
