Overstock.com 2004 Annual Report Download - page 107

Download and view the complete annual report

Please find page 107 of the 2004 Overstock.com annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 114

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114

QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.38
Summary of Compensation Arrangements
Applicable to Named Executive Officers of Overstock.com, Inc.
The Compensation Committee (the "Committee") of the Board of Directors of Overstock.com, Inc. (the "Company") oversees and reviews the
Company's executive compensation policies and programs and approves the form and amount of compensation to be paid to the Company's executive officers.
Annual Compensation—Base salaries and bonuses
The Company is not a party to any written employment agreement with any of its named executive officers.
Effective January 1, 2005, the Company pays each of its named executive officers (as defined in Item 402(a)(3) of Regulation S-K), other than its
President and chief executive officer, base salaries at the annual rate of $100,000. The Company does not pay its President and chief executive officer, Patrick
M. Byrne, any base salary.
On February 4, 2005, the Committee approved bonus payments to the named executive officers as a result of the officers' performance in 2004 as
follows:
Name and Title Bonus
David Chidester, Vice President Finance $ 75,000
Jonathan Johnson, Vice President, Corporate Affairs and Legal $ 75,000
Russell (Tad) Martin, Vice President of Merchandising and Operations $ 75,000
Shawn Schwegman, Vice President of Technology $ 75,000
The Committee had also previously approved additional bonus payments earlier during 2004 to Mr. Johnson in the amount of $50,000 and Mr. Chidester
in the amount of $20,000.
The President and chief executive officer of the Company, Dr. Patrick M. Byrne, is a named executive officer, but declined to accept any bonus payment
during or relating to 2004.
Long Term Incentive Awards—Stock option awards
The Company maintains its 2002 Stock Option Plan, as amended, under which the Committee and the Board have the power to grant options and other
awards to employees, including the named executive officers. No options or other awards have been made during 2005 to any named executive officer, and no
plan or arrangement exists at March 10, 2005 regarding future grants to any named executive officer. During 2004, option grants were made to the persons
who are now named executive officers of the Company as follows:
Name and Title Options
Patrick M. Byrne, President and chief executive officer 0
David Chidester, Vice President Finance 25,000
Jonathan Johnson, Vice President, Corporate Affairs and Legal 5,000
Russell (Tad) Martin, Vice President of Merchandising and Operations 25,000
Shawn Schwegman, Vice President of Technology 10,000
All of the stock options granted have an exercise price per share of $18.58, which was the last sales price of the Company's common stock on the Nasdaq
National Market System on the date of grant.
QuickLinks
Summary of Compensation Arrangements Applicable to Named Executive Officers of Overstock.com, Inc.