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. Non-employee directors receive $60,000 annually, paid quarterly, and are granted restricted stock units that vest over three years. Directors are also reimbursed for expenses related to attending board meetings. James V. Joyce, who serves as both a consultant and director, receives additional compensation and stock units. The summary includes details on the number of stock units and options awarded to each director as of December 31, 2008.
Exhibit 10.37
Summary of Unwritten Compensation Arrangements
Applicable to Non-Employee Directors of Overstock.com, Inc.
The Company pays its non-employee directors (other than James V. Joyce, who serves as a consultant to the Company) $60,000 annually, at the rate of $15,000 per quarter. The Company also grants restricted stock units to directors, generally at the first Board meeting after the director first joins the Board, and periodically thereafter. In 2008 the Company granted restricted stock units to non-employee directors as follows:
| Name |
| Grant Date |
| Number of |
|
| Allison H. Abraham |
| May 13, 2008 |
| 5,000 |
|
| Barclay F. Corbus |
| May 13, 2008 |
| 5,000 |
|
| Joseph J. Tabacco, Jr. |
| May 13, 2008 |
| 5,000 |
|
| James V. Joyce(2) |
| January 14, 2008 |
| 15,000 |
|
(1) Each restricted stock unit represents a contingent right to receive one share of Overstock.com, Inc. common stock. The restricted stock units vest as to 25% at the close of business on the first anniversary of the date of grant, 25% at the second anniversary of the date of grant , and the remaining 50% at the third anniversary of the date of grant. Vested shares will be delivered promptly after the restricted stock units vest.
(2) Mr. Joyce serves as a consultant to the Company, and also joined the Company’s board of directors on January 14, 2008. On January 13, 2009, the Compensation Committee awarded an additional 10,000 restricted stock units to Mr. Joyce.
The Company also reimburses directors for out-of-pocket expenses incurred in connection with attending Board and committee meetings. Haverford Valley, L.C., an affiliate of the Company, and certain affiliated entities which make travel arrangements for our executives, also occasionally make travel arrangements for directors to attend Board meetings, for which the Company reimburses Haverford Valley at rates not in excess of commercially available airline rates. The following table sets forth information concerning compensation paid or accrued by the Company to each non-employee member of the board of directors (including Mr. Joyce, who serves as a consultant to us) during the year ended December 31, 2008.
| Name |
| Fees Earned or |
| Restricted Stock |
| Total ($) |
| |||
| Allison H. Abraham |
| $ | 60,000 |
| $ | 12,808 |
| $ | 72,808 |
|
| Barclay F. Corbus |
| $ | 60,000 |
| $ | 12,808 |
| $ | 72,808 |
|
| Joseph J. Tabacco, Jr. |
| $ | 60,000 |
| $ | 12,808 |
| $ | 72,808 |
|
| James V. Joyce |
| $ | 360,000 |
| $ | 33,673 |
| $ | 393,673 |
|
(1) Reflects the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2008 in accordance with FAS 123(R) and thus includes amounts from awards granted in and prior to 2008. At December 31, 2008, the number of options held by each non-employee director was as follows: Ms. Abraham: 30,000; Mr. Corbus: 15,000; Mr. Tobacco: 15,000; and Mr. Joyce: 40,000. At December 31, 2008, the number of restricted stock units held by each non-employee director was as follows: Ms. Abraham: 5,000; Mr. Corbus: 5,000; Mr. Tobacco: 5,000; and Mr. Joyce: 15,000.
