Overstock.com, Inc. (NASDAQ:OSTK) Files An 8-K Entry into a Material Definitive Agreement

Overstock.com, Inc. (NASDAQ:OSTK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

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On May 21, 2018, the Board of Directors of t0.com, Inc. (“tZERO”), an indirect majority-owned subsidiary of Overstock.com, Inc. (“Overstock”), approved an amendment and restatement (the “Amendment”) of the tZERO Equity Incentive Plan adopted December 24, 2017 (the “Plan”). Overstock indirectly owns approximately 80% of the outstanding common stock of tZERO and shares a number of business relationships with tZERO. Overstock owns its interest in tZERO through Overstock’s wholly-owned subsidiary Medici Ventures, Inc.

The Amendment increases the number of tZERO shares that may be issued to the Plan by providing that tZERO shares delivered under the Plan but tendered in payment of an award under the Plan or delivered to tZERO or withheld by tZERO to satisfy any tax withholding obligation shall again be made available for additional awards under the Plan. The Amendment also permits the grant of options with an exercise price less than the fair market value of the shares subject to the option if the option is granted in a manner satisfying the provisions of Section 409A of the Internal Revenue Code.

The Amendment is filed with this report as Exhibit 10.1 and is incorporated herein by reference. The foregoing description is subject to, and qualified in its entirety by, the text of the Amendment.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) The information in Item 1.01 is incorporated by reference to the extent required. Also on May 21, 2018, the Board of Directors of tZERO approved option grants to certain persons including Saum Noursalehi. Mr. Noursalehi, who was recently appointed Chief Executive Officer of tZERO, and is a member of Overstock's Board of Directors, received a grant of 200 options under the Plan. The options have an exercise price of $27,502 per share, and vest 50% on the first anniversary of the grant date with the balance vesting on the second anniversary of the grant date.

The 2018 Amendment is filed with this report as Exhibit 10.1 and is incorporated herein by reference. The foregoing description is subject to, and qualified in its entirety by, the 2018 Amendment.

Item 9.01Financial Statements and Exhibits

(d)Exhibits.

The following exhibit is furnished with this report:

t0.com, Inc. 2017 Equity Incentive Plan as amended and restated on May 21, 2018.


OVERSTOCK.COM, INC Exhibit
EX-10.1 2 plan.htm EXHIBIT 10.1 Exhibit Exhibit 10.1t0.COM,…
To view the full exhibit click here

About Overstock.com, Inc. (NASDAQ:OSTK)

Overstock.com, Inc. is an online retailer offering a range of merchandise, including furniture, home decor, bedding and bath, houseware, jewelry and watches, apparel and designer accessories, health and beauty products, electronics and computers, and sporting goods, among other products. The Company operates through two segments: direct business and partner business. Its direct business includes sales made to individual consumers and businesses. For the Company’s partner business, it sells merchandise from manufacturers, distributors and other suppliers. The Company also sells books, magazines, compact discs (CDs), digital versatile discs (DVDs) and video games under books, movies, music and games (BMMG) category. It sells these products through its Internet Websites located at www.overstock.com, www.o.co and www.o.biz. The Company offers approximately 877,000 non-BMMG products and 1.1 million BMMG products.

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