Overstock.com 2012 Annual Report Download - page 135
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Exhibit 10.16
Summary of Unwritten Compensation Arrangements
Applicable to Non-Employee Directors of Overstock.com, Inc.
During 2012 the Company paid its non-employee directors $50,000 annually, at the rate of $12,500 per quarter. During 2013 the Company will
pay 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 2012, the Company granted restricted stock
units to non-employee directors as follows:
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.
Name Grant Date
Number of
Restricted Stock Units
Granted(1)
Allison H. Abraham May 3, 2012 17,500
Barclay F. Corbus May 3, 2012 17,500
Joseph J. Tabacco, Jr. May 3, 2012 17,500
Samuel A. Mitchell May 3, 2012 17,500
(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.