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

  Restricted Stock

  Units Granted

  (1)

  	
   

  
	
  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

  Paid in Cash ($)

  	
   

  	
  Restricted Stock

  Unit

  Awards(1) ($)

  	
   

  	
  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.