0001104659-09-052664 Sample Contracts

TOLLING AND STANDSTILL AGREEMENT
Tolling and Standstill Agreement • August 31st, 2009 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • Utah

THIS TOLLING AND STANDSTILL AGREEMENT (this “Agreement”) is made and entered into by Overstock.com, Inc. (“Overstock”) and the Overstock.com, Inc. Employee Benefits Committee (the “Committee”), on behalf of the Overstock.com, Inc. 401(k) Plan (the “Plan”), on and to be effective as of August 31, 2009.

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