OSTK » Topics » TABLE OF CONTENTS

This excerpt taken from the OSTK DEF 14A filed Mar 28, 2008.


TABLE OF CONTENTS

 
   
  Page
PROXY STATEMENT   1
QUESTIONS AND ANSWERS   2
PROPOSALS TO BE VOTED ON:   6
  1.   ELECTION OF DIRECTORS   6
  2.   AMENDMENT OF 2005 EQUITY INCENTIVE PLAN   6
  3.   RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   14
  4.   OTHER BUSINESS   16
THE BOARD   16
  General   16
  Board and Committee Meetings   17
  Board Independence   17
  Committees of the Board   17
  Director Qualifications   18
  Identification and Evaluation of Nominees for Director   18
  Communications with the Board   19
  Annual Meeting Attendance   19
  Code of Ethics   19
  Policies and Procedures Regarding Related Party Transactions   19
  Information Regarding Director Nominees and Other Directors   20
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION   21
COMPENSATION DISCUSSION AND ANALYSIS   22
  Introduction   22
  Compensation Objectives   22
  Elements of Compensation   23
  Executive Compensation Action Taken After Year-End   25
  Timing of Stock Option Grants   26
  Severance And Change of Control Arrangements   26
COMPENSATION COMMITTEE REPORT   27
SUMMARY COMPENSATION TABLE   27
GRANTS OF PLAN-BASED AWARDS   28
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END   29
OPTION EXERCISES AND STOCK VESTED   30
DIRECTOR COMPENSATION TABLE   31
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL   31
EQUITY COMPENSATION PLAN INFORMATION   32
REPORT OF THE AUDIT COMMITTEE   32
SHARE OWNERSHIP OF MANAGEMENT, DIRECTORS, NOMINEES AND 5% STOCKHOLDERS   33
OTHER INFORMATION   35
EXHIBIT A—2005 Equity Incentive Plan   A-1
EXHIBIT B—Audit Committee Charter   B-1

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