Overstock.com 2013 Annual Report Download - page 93

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Table of Contents
The following table summarizes restricted stock award activity (in thousands):


















Outstanding—beginning of year 1,003
$ 8.81
522
$13.40
685
$12.08
Granted at fair value 275
16.12
795
6.75
268
15.47
Vested (339)
10.23
(240)
12.11
(318)
12.20
Forfeited (235)
9.38
(74)
8.25
(113)
13.88
Outstanding—end of year 704
$ 10.79
1,003
$ 8.81
522
$13.40
Restricted stock units granted in 2013 vest over three years at 40% at the end of the first year, 30% at the end of the second year and 30% at the end of
the third year. Restricted stock units granted in or prior to 2012 vest over three years at 25% at the end of the first year, 25% at the end of the second year and
50% at the end of the third year. Each restricted stock unit represents the right to one share of common stock upon vesting. During the years ended
December 31, 2013, 2012 and 2011, we recorded stock based compensation related to restricted stock units of $3.3 million, $3.5 million and $2.8 million,
respectively. Changes to the estimated forfeiture rate are accounted for as a cumulative effect of change in the period of such change.
Subsequent to 2013, we granted 232,000 additional restricted stock units. These restricted stock units vest over three years at 33.3% at the end of
each of the first, second and third years.

We have a 401(k) defined contribution plan which permits participating employees to defer a portion of their compensation, subject to limitations
established by the Internal Revenue Code. During the years ended December 31, 2013, 2012 and 2011, employees who have completed a half-year of service
and are 21 years of age or older are qualified to participate in the plan which provided matches of 50% of the first 6% of each participant's contributions to the
plan subject to IRS limits. Our contributions will vest based on the participant's years of service at 20% per year over five years. Participant contributions are
immediately vested. Our matching contribution totaled $1.0 million, $653,000 and $991,000 for the years ended December 31, 2013, 2012 and 2011,
respectively. No discretionary contributions were made to eligible participants for the years ended December 31, 2013, 2012 and 2011, respectively. During
2013, we announced a change to our 401(k) plan that we expect to be effective in 2014 whereby we will match 100% of the first 6% of each participant's
contributions to the plan subject to IRS limits, and that our matching contributions will vest immediately.
We have a Non-Qualified Deferred Compensation Plan for senior management. The plan allows eligible members of senior management to defer their
receipt of compensation from us, subject to the restrictions contained in the plan. Participants are 100% vested in their deferred compensation amounts and the
associated gains or losses. For our contributions, if any, and the associated gains or losses, the participants shall vest in those deferred compensation amounts
according to a vesting schedule that we shall determine at the time our contribution is made. As of December 31, 2013, we have not made any contributions
into the NQDC Plan. Participants are generally eligible to receive distributions from the plan two plan years subsequent to the plan year their initial deferral
contribution is made. Deferred compensation amounts are held in a "rabbi trust," which invests primarily in mutual funds. The trust assets, which consist
primarily of mutual funds, are recorded in our consolidated balance sheets because they are subject to the claims of our creditors. The corresponding deferred
compensation liability represents the amounts deferred by the plan participants plus or minus any earnings or losses on the trust assets. The trust's assets
totaled $138,000 and $264,000 at December 31, 2013 and December 31, 2012, respectively, and are included in Other current and long-term assets in the
consolidated balance sheets. Gains and losses on these investments were immaterial for the years ended December 31, 2013, 2012 and 2011.
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