Exhibit
10.1


OVERSTOCK.COM,
INC.


INDEMNIFICATION AGREEMENT


This Indemnification
Agreement (this “Agreement”)
is made as of __________  __, 20__, by
and between Overstock.com, Inc., a Delaware corporation (the “Company”), and
______________________ (“Indemnitee”).


RECITALS


A.            The Company desires to attract and retain
the services of highly qualified individuals, such as Indemnitee, to serve as
officers and directors of the Company and to indemnify its officers and
directors so as to provide them with the maximum protection permitted by law.


B.            The Company’s Certificate of
Incorporation and Bylaws, each as amended and in effect on the date hereof,
permit the Company to indemnify its officers and directors to the maximum
extent permitted under the Delaware General Corporation Law.


AGREEMENT


NOW, THEREFORE, in consideration for Indemnitee’s
services as an officer or director of the Company and the mutual covenants and
agreements set forth herein, the Company and Indemnitee hereby agree as
follows:


1.             Indemnification.


(a)           Third Party Proceedings.  The Company shall indem­nify Indemnitee if
Indemnitee is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit, proceeding (including, but not
limited to, any alternative dispute resolution mechanism), whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Company, as provided in Section 1(b), below) by reason of the fact
that Indemnitee is or was a director, officer, employee or agent of the
Company, or any subsidiary of the Company, or by reason of the fact that
Indemnitee is or was serving at the request of the Company as a director,
officer, employee or agent of another corpo­ra­tion, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement (if such settlement is
approved in advance by the Company, which approval shall not be unreasonably
withheld) actually and reason­ably incurred by Indemnitee in defending such
action, suit or proceeding (including, but not limited to, any alternative
dispute resolution mechanism) if Indemnitee acted in good faith and in a manner
Indem­nitee reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe Indemnitee’s conduct was unlawful.  The termina­tion of any action, suit or
proceeding by judgment, order, settle­ment, conviction, or upon a plea of nolo
contendere or its equiva­lent, shall not, of itself, create a
presumption that Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that Indemnitee’s conduct was unlawful.


 

















 


(b)           Action or Suit By or in the Right of the Company.  The Company shall indemnify Indemnitee if
Indemnitee is or was a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Company or any subsidiary of the Company to procure a judgment in its favor by
reason of the fact that Indemnitee is or was a director, officer, employee or
agent of the Company, or any subsidiary of the Company, or by reason of the
fact that Indemnitee is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys’
fees) and, to the fullest extent permitted by law, amounts paid in settlement
actually and reasonably incurred by Indemnitee in connection with the defense
or settlement of such action or suit if Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, except that no indemnification shall be made in
respect of any claim, issue or matter as to which Indem­nitee shall have been
adjudged to be liable to the Company unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, Indem­nitee is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.


(c)           Mandatory Payment of Expenses.  To the extent that Indemnitee has been
successful on the merits or otherwise (including, without limitation, a
dismissal with prejudice) in defense of any action, suit or proceeding referred
to in Subsec­tions (a) and (b) of this Section 1, or in defense of
any claim, issue or matter therein, Indemnitee shall be indemnified against
expenses (including attorneys’ fees) actually and reasonably incurred by
Indemnitee in connection therewith.


(d)           Advancement of Expenses.  The Company shall pay all expenses incurred
by Indemnitee in defending any civil, criminal, administrative or investigative
action, suit or proceeding referenced in subsections (a) or (b) hereof (but not
amounts actually paid in settlement of any such action, suit or proceeding) in
advance of the final disposition of such action, suit or proceeding.  Indemnitee hereby undertakes to repay such
amounts advanced if, and to the extent that, it shall ulti­mately be determined
that Indemnitee is not entitled to be indemnified by the Company; provided,
however, that if Indemnitee has commenced or thereafter commences
legal proceedings in a court of competent jurisdiction to secure a
determination that Indemnitee should be indemnified, any determination made
pursuant to Section 2(b) below that Indemnitee is not entitled to be
indemnified by the Company shall not be binding with respect to the advancement
of expenses by the Company and Indemnitee shall continue to be eligible to have
expenses advanced under this Section 1(d) and shall not be required to
reimburse the Company for any advance of expenses until a final judicial
determination is made with respect thereto (as to which all rights of appeal
therefrom have been exhausted or lapsed). 
The Company may require that Indemnitee furnish an additional written statement(s)
prior to each advancement of expenses stating that Indemnitee undertakes to
repay such amounts advanced if, and to the extent that, it shall ulti­mately be
determined that Indemnitee is not entitled to be indemnified by the Company.


2.             Procedure.


(a)           Notice/Cooperation by Indemnitee.  Indemnitee shall, as a condition precedent to
Indemnitee’s right to be indemnified or have expenses advanced under this
Agreement, give the 


 


2

















 


Company notice in writing as soon as practic­able of
any action, suit or proceeding or the threat of any action, suit or proceeding
made against Indemnitee for which indemnifica­tion will or could be sought
under this Agreement, but in no event later than seven (7) days after
Indemnitee’s receipt of a summons, legal complaint or written notice of any
such action, suit or proceeding.  Notice
to the Com­pany shall be given as provided in Section 9 below.  In addition, Indemnitee shall give the
Company such information and cooperation as the Company may reasonably require
and as shall be within Indemnitee’s power.


(b)           Authorization and Reviewing Party.


(i)            Authorization.   Any indemnification or advancement of expenses as set forth in
Section 1 above (unless ordered by a court) shall be made by the Company only
as authorized in the specific case upon a determination that indemnification of
Indemnitee or advancement of expenses is proper in the circumstances because
Indemnitee has met the applicable standard of conduct set forth in Sections
1(a) and 1(b) above.


(ii)           Reviewing Party.  The determination referenced in Section 2(b)(i) above shall be
made, as selected by the Board of Directors, by either: (1) a majority vote of
the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (3) if all
of the directors are parties to such action, suit or proceeding, an Independent
Counsel (as defined in Section 8 below) in a written opinion addressed to the
Board of Directors and Indemnitee, or (4) the vote of the stockholders owning
at least a majority of the Company’s outstanding Voting Securities (as defined
in Section 8 below) on a fully-diluted basis.


(iii)          Reviewing Party following Change of Control.  Notwithstanding Section 2(b)(ii) above, upon
and following a Change of Control (as defined in Section 8 below) (other than a
Change of Control which has been approved by a majority of the Company’s Board
of Directors who were directors immediately prior to such Change of Control)
the rights of Indemnitee to indemnification or advancement of expenses under
this Agreement shall be determined by an Independent Counsel.  Such Independent Counsel, among other
things, shall render its written opinion to the Company’s Board of Directors
and Indemnitee as to whether and to what extent Indemnitee would be permitted
to be indemnified under applicable law and the Company agrees to abide by such
opinion.  The Company agrees to pay the
reasonable fees of the Independent Counsel referred to above and to fully
indemnify such counsel against any and all expenses (including attorneys’
fees), claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto. 
Notwithstanding any other provision of this Agreement, the Company shall
not be required to pay the fees and expenses of more than one Independent
Counsel in connection with all matters concerning a single Indemnitee, and such
Independent Counsel shall be the Independent Counsel for any or all other
Indemnitees, if any, unless (i) the employment of separate counsel by one or
more Indemnitees has been previously authorized by the Company in writing, or
(ii) an Indemnitee shall have provided to the Company a written statement that
such Indemnitee has reasonably concluded that there may be a conflict of
interest between such Indemnitee and the other Indemnitees with respect to the
matters arising under this Agreement.


 


3

















 


(c)           Timing. 
Subject to Section 2(b) above, any indemnification and advances pro­vided
for in Section 1 shall be made no later than thirty (30) days after
receipt by the Company of a written request from Indemnitee requesting such
indemnification or advancement of expenses pursuant to this Agreement.


(d)           No Presumptions.  In the event that any legal proceedings are insti­tuted by
Indemnitee under this Agreement to secure a determination that Indemnitee
should be indemnified under this Agreement, it is the parties’ intention that
the question of Indemnitee’s right to indemnification shall be for the courts
to decide, and neither the failure of the Company (including its Board of
Directors, or any committee or subgroup of the Board of Directors, the
Independent Counsel or the Company’s stockholders) to have made a determination
pursuant to Section 2(b) above that indemnification of Indemnitee is proper
under the circumstances because Indemnitee has met the applicable standard of
conduct required by applicable law, nor an actual determination pursuant to
Section 2(b) above that Indemnitee has not met such applicable standard of
conduct, shall create a presumption that Indemnitee has or has not met the
applicable standard of conduct.  Absent
such legal proceedings by Indemnitee, any determination made pursuant to
Section 2(b) above shall be conclusive and binding on the Company and
Indemnitee.


(e)           Notice to Insurers.  If, at the time of the receipt of a notice
of an action, suit or proceeding pursuant to Section 2(a) hereof, the
Company has director and officer liability insurance in effect, the Company
shall give prompt notice of the commencement of such action, suit or proceeding
to its insurers in accordance with the procedures set forth in the respective
policies.  The Company shall thereafter
make all reasonable efforts to cause such insurers to pay, on behalf of
Indemnitee, all amounts payable as a result of such action, suit or proceeding
in accordance with the terms of such policies.


(f)            Selection of Counsel.  In the event the Company shall be obligated
to indemnify or advance expenses as set forth in Section 1 above, the Company
shall be entitled to assume the defense of such action, suit or proceeding with
counsel approved by Indemnitee (which approval shall not be unreasonably
withheld) upon the delivery to Indemnitee of written notice of its election to
do so.  After delivery of such notice
and approval of such counsel by Indemnitee, the Company will not be liable to
Indem­nitee under this Agreement for any fees or expenses of counsel
subsequently incurred by Indemnitee with respect to the same action, suit or
proceeding; provided,
however,
that if either (i) Indemnitee shall have reasonably concluded that
there may be a conflict of interest between the Company and Indemnitee in the
conduct of any such defense, or (ii) after the approval of the retention
of such counsel by Indemnitee, the Company shall not, in fact, have retained
counsel to assume the defense of such proceeding within a reasonable time after
Indemnitee’s approval, then Indemnitee shall notify the Company that it is
again retaining its own counsel and the Company shall again be obligated to pay
the fees and expenses of Indemnitee’s counsel to the extent not otherwise limited
by any other section of this Agreement. 
Notwithstanding this Section 2(f), Indemnitee may at any time retain its
own counsel at its sole expense.


3.             Additional Indemnification Rights;
Nonexclusivity.


(a)           Scope. 
The Company hereby agrees to hold harmless and indemnify Indemnitee to 


 


4

















the fullest extent permitted by law, notwithstanding
that such indemnification is not specifically authorized by the other provi­sions
of this Agreement, the Company’s Certificate of Incorpora­tion, the Company’s
Bylaws or by statute.  In the event of
any change, after the date of this Agreement, in any applicable law, statute,
or rule which expands the right of a Delaware corporation to indemnify a member
of its board of directors or an officer, such changes shall be, ipso facto,
within the purview of Indemnitee’s rights and Company’s obligations, under this
Agreement.  In the event of any change
in any applicable law, statute or rule which narrows the right of a Delaware
corporation to indemnify a member of its board of directors or an officer, such
changes, to the extent not otherwise required by such law, statute or rule to
be applied to this Agreement shall have no effect on this Agreement or the
parties’ rights and obligations hereunder.


(b)           Nonexclusivity. The indemnification and
advancement of expenses provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may be entitled under the
Company’s Certificate of Incorporation, its Bylaws, any agreement, any vote of
stockholders or disinterested directors, the Delaware General Corporation Law,
or otherwise, both as to action in Indemnitee’s official capacity and as to
such action in another capacity while holding such office.  The indemnification and advancement of
expenses provided under this Agree­ment shall continue as to Indemnitee for any
action taken or not taken while serving in an indemnified capacity even though
Indemnitee may have ceased to serve in such capacity at the time of any action,
suit or other covered proceeding.


4.             Partial Indemnification.  If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of the expenses, judgments, fines or settlements actually or reasonably
incurred by Indemnitee in the investiga­tion, defense, appeal or settlement of
any civil or criminal action, suit or proceeding, but not, however, for the
total amount thereof, the Company shall nevertheless indemnify Indemnitee for
the portion of such expenses, judgments, fines or settlements to which
Indemnitee is entitled.


5.             Mutual Acknowledgement.  Both the Company and Indemnitee acknowledge
that in certain instances, the laws of the United States or applicable public
policy may prohibit the Company from indemnifying its directors and officers
under this Agreement or otherwise. 
Indem­nitee understands and acknowledges that the Company has undertaken
or may be required in the future to undertake with the Securities and Exchange
Commission to submit the question of indemnification to a court in certain
circumstances for a determination of the Company’s right under public policy to
indemnify Indemnitee.


6.             Liability Insurance.  To the extent the Company maintains
liability insurance applicable to directors, officers, employees, agents or
fiduciaries, Indemnitee shall be covered by such policies in such a manner as
to provide Indemnitee the same rights and benefits as are accorded to the most
favorably insured of the Company’s directors, if Indemnitee is a director; or
of the Company’s officers, if Indemnitee is not a director of the Company but
is an officer.  Notwithstanding the
foregoing, the Company shall have no obligation to obtain or maintain such insurance.


 


5

















 


7.             Exceptions.  Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:


(a)           Excluded Acts or Omissions.  (i) To indemnify Indemnitee for Indemnitee’s
acts, omissions or transactions from which Indemnitee may not be indemnified
under applicable law; or (ii) to indemnify Indemnitee for Indemnitee’s
intentional acts or transactions in violation of the Company’s policies;


(b)           Claims Initiated by Indemnitee.  To indemnify or advance expenses to
Indemnitee with respect to actions, suits or proceedings initiated or brought
voluntarily by Indemnitee and not by way of defense, except (i) with respect to
actions, suits or proceedings brought to establish or enforce a right to
indemnification under this Agree­ment or any other agreement or insurance
policy or under the Company’s Certifi­cate of Incorporation or Bylaws now or
hereafter in effect, (ii) in specific cases, if the Board of Directors has
approved the initiation or bringing of such action, suit or proceeding, or
(iii) as otherwise required under Section 145 of the Delaware General
Corporation Law, or successor statute, regardless of whether Indemnitee
ultimately is determined to be entitled to such indemnification, advance
expense payment or insurance recovery, as the case may be;


(c)           Lack of Good Faith.  To indemnify Indemnitee for any expenses
incurred by Indemnitee with respect to any action, suit or proceeding
instituted by Indemnitee to enforce or interpret this Agreement, if a court of
competent jurisdiction determines that each of the material assertions made by
Indemnitee in such action, suit or proceeding was not made in good faith or was
frivolous;


(d)           Insured Claims; No Duplicate Payments.  To indemnify Indemnitee or advance expenses
to the extent that Indemnitee has otherwise already actually received payment
of such amounts directly from any third party, including, but not limited to,
insurance companies under liability insurance maintained by the Company; or


(e)           Claims Under Section 16(b).  To indemnify Indemnitee for expenses and the
payment of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 16(b) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or any successor statute.


8.             Construction of Certain Phrases.


(a)           For purposes of this Agreement,
references to the “Company”
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and author­ity to indemnify its directors, officers, and
employees or agents, so that if Indemnitee is or was a director, officer, employee
or agent of such constituent corporation, or is or was serving at the request
of such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
Indemnitee shall stand in the same position under the provisions of this
Agreement with respect to the resulting or surviving corporation as Indemnitee
would have with respect to such constituent corporation if its separate
existence had continued.


 


6

















 


(b)           For purposes of this Agreement,
references to “other enterprises”
shall include employee benefit plans; references to “fines” shall include any excise taxes
assessed on Indemnitee with respect to an employee benefit plan; and references
to “serving at the request of the
Company” shall include any service as a direc­tor, officer,
employee or agent of the Company which imposes duties on, or involves services
by, such director, officer, employee or agent with respect to an employee
benefit plan, its participants, or beneficiaries; and if Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan, Indem­nitee
shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as
referred to in this Agreement.


(c)           For purposes of this Agreement, a “Change of Control”
shall be deemed to have occurred if the stockholders of the Company approve a
merger or consolidation of the Company with or into any other corporation or
entity other than a merger or consolidation which would result in the Voting
Securities (as defined below) of the Company outstanding immedi­ately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into Voting Securities of the surviving entity) at least 80% of the
total voting power repre­sented by the Voting Securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or
the stockholders of the Company approve a plan of complete liqui­dation of the
Company or an agreement for the sale or disposi­tion by the Company of (in one
transaction or a series of trans­actions) all or substantially all of the Company’s
assets; provided,
however, that following the Company’s registration of the offering
of any securities of the Company under the Securities Act of 1933, as amended,
and during such period as the Company shall be subject to the reporting
requirements of the Exchange Act, a “Change of Control” shall also be deemed to
have occurred if (i) any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or a corporation owned
directly or indirectly by the stockholders of the Company in substantially the
same proportions as their owner­ship of stock of the Company, (A) who is or
becomes the beneficial owner, directly or indirectly, of securi­ties of the
Company repre­senting 10% or more of the combined voting power of the Company’s
then outstanding Voting Securities (as defined below), increases his beneficial
ownership of such securities by 5% or more over the percentage so owned by such
person, or (B) becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing more than 20% of the total voting power represented by the
Company’s then outstanding Voting Securities or (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Company and any new director whose elec­tion by
the Board of Directors or nomination for election by the Company’s stockholders
was approved by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof.


(d)           For purposes of this Agreement, “Independent Counsel”
shall mean an attorney or firm of attorneys who shall not have performed
services for the Company or Indemnitee within the last three (3) years and who
shall be selected by Indemnitee and approved by the Company (which approval
shall not be unreasonably withheld).


 


7

















 


(e)           For purposes of this Agreement, “Voting Securities”
mean shall mean any securities of the Company that vote generally in the
election of directors.


9.             Notice.  All notices, requests, demands and other
communi­­cations under this Agreement shall be in writing and shall be deemed
received (i) if delivered by hand, on the date of such delivery,
(ii) if mailed by United States certified or first-class mail, with
postage prepaid and addressed to the recipient, on the third business day after
the date postmarked and (iii) if sent by overnight Federal Express delivery or
any other nationally-recognized overnight delivery service, on the next
business day after having been deposited for delivery.  Addresses for notice to either party are as
shown on the signature page of this Agreement, or such other address as a party
to this Agreement shall have furnished to the other party in writing.  All notices, requests, demands or other
communications under this Agreement addressed to the Company shall be directed
to the attention of the Company’s Chief Executive Officer.


10.           Attorneys’ Fees.  In the event that any action is insti­tuted
by Indemnitee under this Agreement to enforce or interpret any of the terms
hereof, Indemnitee shall be entitled to be paid all court costs and expenses,
including attorneys’ fees, actually and reasonably incurred by Indemnitee with
respect to such action, unless as a part of such action, the court of competent
jurisdiction determines that each of the material assertions made by Indemnitee
as a basis for such action were not made in good faith or were frivolous.  In the event of an action instituted by or
in the name of the Company under this Agreement or to enforce or interpret any
of the terms of this Agreement, Indemnitee shall be entitled to be paid all
court costs and expenses, including attorneys’ fees, actually and reasonably
incurred by Indem­nitee in defense of such action (including with respect to
Indem­nitee’s counterclaims and cross-claims made by Indemnitee in such
action), unless as a part of such action the court determines that each of
Indemnitee’s material defenses to such action were made in bad faith or were
frivolous.


11.           Subrogation.  In the event of payment under this Agree­ment,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all documents required and
shall do all acts that may be necessary to secure such rights and to enable the
Company effectively to bring suit to enforce such rights.


12.           Choice of Law.  This Agreement shall be governed by and its
provisions construed in accordance with the laws of the State of Delaware, as
applied to contracts between Delaware residents entered into and to be
performed entirely within Delaware, without regard to the conflict of law
principles thereof.


13.           Consent to Exclusive Jurisdiction.  The Company and Indemnitee each hereby
irrevocably consent to the exclusive jurisdiction of the courts of the State of
Delaware for all purposes in connection with any action or proceeding which
arises out of or relates to this Agreement and agree that any action instituted
under this Agreement shall be commenced, prosecuted and continued only in the
Court of Chancery of the State of Delaware, which shall be the exclusive and
only proper forum for adjudicating such claim.


 


8

















 


14.           Integration and Entire Agreement.  This Agreement sets forth the entire
understanding between the parties hereto and supersedes and merges all previous
written and oral negotiations, commitments, understandings and agreements
relating to the subject matter hereof between the parties hereto.


15.           Amendment and Termination.  No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing
signed by both the parties hereto.  No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether or not similar) nor
shall such waiver constitute a continuing waiver.


16.           Successors and Assigns.  This Agreement shall be binding upon the
Company and its successors and assigns, and shall inure to the benefit of
Indemnitee and Indemnitee’s estate, heirs, legal representatives and assigns.


17.           Severability.  Nothing in this Agreement is intended to
require or shall be construed as requiring the Company to do or fail to do any
act in violation of applicable law.  The
Company’s inability, pursuant to court order or applicable law, to perform its
obligations under this Agreement shall not constitute a breach of this Agree­ment.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law or public policy, but if any provision of this Agreement
shall be held to be prohibited by or invalid under applicable law or public
policy, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.


18.           Titles and Subtitles.  The titles of the paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.


19.           Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall constitute an original, but all of which
together shall constitute one and the same instrument.


20.           No Construction as Employment
Agreement.  Nothing
contained in this Agreement shall be construed as giving Indemnitee any right
to continued employment by the Company or any of its subsidiaries.


 


[Signature Page to Follow]


 


9

















 


IN WITNESS WHEREOF, the parties hereto have executed this
Indemnification Agreement as of the date first above written.


 


	
   

  	
   

  	
  OVERSTOCK.COM,
  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Signature
  of Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print
  Name and Title

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  AGREED TO AND ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  INDEMNITEE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 


10