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The amounts we pay to Haverford Valley, L. Call ext is contracting junior carriers for the following areas: Subject I8900 the terms and conditions of the amended and restated Plan, restricted stock and restricted stock units may be granted to our employees, directors and consultants at Room time and from time to time at the discretion of the Administrator. If you look at hospitalizations, again, arthritis is a little more important, but nol its – importanl iLs these oilier things. I’m just go – ing to go out there and pliiy baseball and I’m not going to worry about it.
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Photo oourlHy OuPonl Co,. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next meeting. Utration official familiar with the debate. Almost every woman i n t he store was buying the bras in mulliplu. There is no difference in the manner in which the Committee would evaluate a nominee based on whether the nominee is recommended by a stockholder.

What a shame that a weekly publication a few miles down the road the Buht Herald had such’a nice write up and picture about their ycar reunion a few weeks earlier.

As a former resident and frequent visitor. I have another comment. I think the city and county would be doing a great disservice to the res – idents and visitors to this area by allowing a few people’ to monopolize the beautiful sccnciy of the canyon.

Thanks for letting me express my views. Carol Van – Voorhccs, and 1 set up camp using her pick – up camper above Kctchum about three or four miles behind the ranger station. He — never moved far cnough-awavJot-US.

Each time it returned to the. Carol yelled at it, banged on a skillet and finally fired a pistol into the air. Wc knew that if the gun wouldn’t ware it off, wc had trouble on our hands.

This time, the bear ran off for enough wc could no longer see it. Wc didn’t wait for it to come back again. The camping trip was over. It said people should not go camping in terns in that orca imd that all foods should be put inside the vdticlu.

Too bod no one. The best thing to do is to leave the area os quickly os possible and not con – front it iThere ore many people that use that area with no knowledge of the extreme bear dan – ger this year.

Several church ounps ore lo – cated there. Will it require a human life not just an arm and neck before this “camp” bear is considered aggressive and is re – moved or destroyed? If this is a bad year for Lamar Orton, bears, why not post warning signs, use the Why don’t i because in the back of the book, it says it is up to the planning and zoning administrator.

Washington Street, Pole Line, Eastland and Locust and include the bike path in their widening of these streets? N cr ch ilcHhoulci be treated like this. These children are our future.

With all the building, parking and land – scaping problems brought on by our fine servants that have served us for 20 years – laws against child abusers. This little boy suffered, and now he can rest in God’s hands.

It’s time for a change. Let’s get back to the basics for the people. Who better to represent the interests This is the same method of operation that of a group than someono from that group? There is no telling how many bif – lions the taxpayers lost.

The borrowers The irony of your editorial against Diane Sands os head of No on 1 is that it points out numbering in the thousands had no place to the need for civil rights protections for gays.

It is really the largest Ic – ” offensive. That sounds like discrimination galized robbery that ever operate. Very few to’ me. To extend your “logic,” 1 suppose individuals have been arrested and convict – you would argue that groups working.

In other words, the less anty Savings and Loan could be incriminat – powerful should engage in sclf-discrimina – ing. Larceny and burglary’ come in’degrees. Ethics are ob – past 1 0 years m her capacity os director of viously obsolete.

She is os all the folks in Montana quoted in your article said – intelligent, highly skilled, a bridge – builder, ah effective strategist, charming, knowledgeable ofRocky Mountain politics. Write to us The rimcs-News welcomes letters from readers on subjects of public interest.

Each letter should include the writer’s – signature, mailing address and telephone number. Typewritten loners are preferred, because they allow faster handling with less chance oferror. Letters may be brought to our Twin Falls office, mailed to P.

Box, Twin Falls, , or sent by fax to Wc do not publish verse or poetry, and wc generally remove or limit religious quotations. Articles taken from other pub – lications will not be reprinted.

Because of space constraints, please limit letters to words. Longer letters will’ be shortened. The Timcs-Ncws re – serves the right to edit all jeuers. Hie main stuff processor, you bought a separate.

The core of better PCs remains. Next year, Intel Corp. Its impiTct on the mass – generation microprocessor, code – cs may, riot’s! More choices Older chips and components may – PCs.

The PCs themselves will have more colors and shapes. DSPs arc responsible ated matching monitors and key: That means the how much attention people pay to functions of modems, sound bards.

The timber market likely will coniin – ue. Chicago was the most popular destination, for — companies. Atlanta was ‘ bumped to. While corpo – rate downsizings are making just about everyone work harder, psy – chologist Harry Levinson says employees themselves may be adding to their overload.

Last year, Joel Eisenberg was shocked when he saw how much it cosl to call. But he also – found a way out and a new business at the same time. The Kallback computer then ctdls back, provides a U.

The service is a twist on an’ old trick that many people pse placing a collect cul to. Germany AP — German police arrested 41 neo-Nazis in week – end raids aimed In part al cracking down on youths planning to demon-.

Police say neo-Nazis arc planning rallics ncxt weekend to mark the sev – enth anniversary of Hcs. A Hess-day nilly by nco-N;izis last year in Fulda cfcHled a’nalional scandal and cost severaL senior ptilicc off icers Uiei r job.

J iless parachuted into Sc’otlarul’in” British authorities called his death a suicide, Hess’ family claimed he was mutdered. Tung Shubci, said Sunday that a “major break – through” has Iwen reached in promot – ing detente between the two rival gov – – – emments,– t – — The agreements that negotiators reached in’ four days of talks must still be anproved by both govemment.

Previous rounds of talks on these Lssues liavc foundered over dinbrcnce. It has offered to. Police said they were looking for Lee Hcc-kun, 33, president of the Ka.

The laws have been enfonxd with. Most South Koreans revile Kim as the man who started the Korean War, which left million people dead. Kim tud run North Korea with absolute power since the peninsub was divided alter Worid War D and unceriaimyover wlio would succeed him left South Konst with heightened natioaal security concerns.

Modulo spent much of – ‘ his lost years on. Heme la leiag anil move eel wilt fURHimi m.. The stretch ofidaho Highway 24 from Diet – rich to Shoshone also is being seal coated.

Couch said he was nervous about having the transplant performed, but he has since talked with others who have had one. Wailing for a heart transplant is the hardest thing hc’B dealing witlijiow.

Couch said — Two weeks ago. Utilities commission turns down Idaho Power rate: The interim increase fvoiild have allowed Idaho Power to begin taming on its invest – ment in Swan Falls and Milner Dam power plants while a request for a S37 million final Increase is examined, the commission said.

Construction is ongoing on a S The facility Would consolidate emergency dis – paich services tofTluriuUr’COQnitcrand’wcrald provide dispatchers with computerized tech – nology that could track and locate 9 1 1 calls.

Vptfiand on 4 miles ofidaho 77 near Dcclo. Seal coating involves placing crushed rock and a thin layer of liquid asphalt on the road surface to protect against weather and Water damage and to aid vehicle traction.

Compiled from staff reports supporting ilic project because they arc unsure that the counties can affoni the cstimaicd S4. Dowd said Iasi week that problems could have and should have been expected.

Sandner had al – most no experience. He had not been a dispatcher or a policeman. He also said he helped the state of Oregon in – stimic-iis original 91 1 communications system. The sporting goods sign replaced and modi – fied a sign for Cactus Petes casino in Jackpot, Nev: Downtown Twin Falls has little room for both bikes, cars P hearing last week.

Council voted to accept S McCarthy hearing last week. If construction ts ap-, prop. City Engineer Gary Young said the city could find an al-. Avenue would be affected more by, the bike larics.

Aggravated assault Larceny grand theft Child abuse Child abuse Total felonies: Mark Farnter-demonstrates the u With a cardboard – atandin. He recently demonstrated throwing sticks, which include boomerangs, at the Nature.

Throwing sticla arc better than stones for hunting because a throwing stick cuts, a – wldeiswath-whiIc. That makes it easier to Hit a target. Allatls are about two feel long and have a handle at one end and n.

It was used in America earlier than 2. Farmer also demon; – ated boUas. Augusts, ‘SaltXake coimdamM: Before the antelope were takeri to the the professors and thetr stu – dents were allowed to gather blood and tissue samples.

The animals were cap – – tured by nets, released fro’rtt heli – ‘ copters, then transported to the island. The International Olympic Committee is’ set to living being diivcn up.

Reid may be th? But there is no mention of ntympirs in t Itnh sinre the latest hid effort began in the any downside to hfe Olympics. They then will compare the prints of fawns bom after the animals were reintro – duced to the island two years ago to those of their mother and father to de – termine paternity.

The DNA tests will help. They also will-help the profes – sors understand what the females like best in amole: The territories may be a half square mile to one square mile in size, she ‘safd.

They will be-the-firsHo-undergo thq paternity— Continued from Bt Talkington was following the legal halfway houses, the shelters for the advice of CiW Attorney Fritz Wonder – mentally handicapped, the shelters for lieh, who infojmed, the council at last the homclesis-ihe jails and the drug re-.

Most of those things I they have a right to park on the street just mentioned have been put in our in torn of their homes Ideal – is home to the College of Southern Ida – ly.

That site of a short-term homeless shelter, may be difficult In the heavily dcvcl – Across the street is the city library. The council has until’Sqit. The city would forfeit its funding for those – routes if.

Three oth’er routes have. The bike lanes would be completed by But, he remains a supporter of bike – ways. During his stint on the council in the laic’ s, he was involved in the city’s first efforts to establish bicycle ty committee, thinks he may have a solu – tion that will please downtown residents and city officials.

His proposal will be heard today at a 4 p. What Palo Alto eventually decided to do was to place barriers on some streets that Lockh. Local investors played it cooi. Councilman Chris Talkington cite laws Money was not available, however, to that allow the city to regulate use of do the job right, Talkington said.

In TVin Falls, the city could put a few barriers along Fourth Avenue and make the travel lanes into’ the’ bike lanes, he said. Sccsee, of Hammett, 1 1 i. Mcmo – — WhitcAfor lu a ry.

Wood River Funeral Chapel in Hailey. Edward Mullins, of Twin Falls, graveside service, Tues – day, ‘While Mortuary in Twin Falls. Beck, of Bellevue, 11 Allhs Palmer, of Gooding, 2 p.

Death notice George F. Lenker ing County Memorial Hospital. Ernie Tuckness of Paul. Births A son was bom 10 Leticia Leon of Rupert. Bui a few risk-lak – ers profited from betting on a sure thing.

On the agefi’da – r. TJie Times-News suggests hat you confirm the information by. Bliss School Board, 7: Dietrich School Board, 8 p. Eden City Council, 7 p. Gooding County commissioners, 9 a.

Hagerman School Board, 8 p. Hailey City Council, 6 p. Hansen City Council, 8 p. Jerome County commissioners, 9 a. Lincoln County commissioners, 10 a. Minidoka County commissioners, 9 a.

Richfield City Council, 7 p. Richfield School Board, 8 p. Shoshone School Board, 7: Miller was bom In in Boise, the son qf Edith G. He Is survived by his eons.

Sunday morning following a lengihy illness. Church with the Rev. An open house at the Baileyhome just across the street from the church will tollow the memorial service with friends and neighbors Invited.

Friends may call at the Farmer. Buhl, died Friday, August 5. She was reared and. She married Hubert A. Brinkman on March She came to the Filer area in March of Is survived by a son, William Robert Brinkman of Spokane.

WA;-4 sis – ters; 3 grandchildren and 8 great – grandchildren. Ser – vices for Mrs, Brinkman will be held The dty has held sev – eral hearings on the proposed subdivi – sion and its potential impact on area drainage.

Amd as if there were meat to cook. Farmer demonstrated fire-making by heat generated with a bow, stick and. Farmer chattcd-while he caught his breath. IGmberly City Council, 7 p. Twin Falls School Board, 7 p.

Decio City Council, 8 p. Heybum City Council, -7 p. Hollister City Council, 8-p. Minidoka City Council, 7: Murtaugh City Council, 7: Twin Falls County commissioners, 8: Wendell City Council, 8 p.

Malta City Council, 7: This week at CSi The following is a schedule of meetings and events that will take – place this week at the College of Southern Idaho. Drug and Alcohol Awareness Program meets at 6: Science camp continues at 7: Magic Valley Arts Council meets at 7: August 8,’ Timos-Nows, Twin Fulls.

AP — – More than 10 percent of this. Stavnek, was about to begin his senior year its manager of the Douglas High School foot – ball team.. He was a student council member. Bill Moore, Douglas, Wyo;. On Tuesday evening, Noah had just ended.

His brother, Jeremy, and Jeremy’s friend Ryan Willson, both 15, had been spending team. The engineer of the approaching Burlington Northern freight told. He had blown the train’s piercing whistle f?

The engineer said ‘that when he next saw the car, it was slowly crossing the tracks directly In front of the car train. It was not yet dark. Bill Moore of the United Methodist Chiirch.

Jcieiiiy and Ryan drew iihmit people. She deals with hospitals and health professionals every day, but at the top levels. As part of gn education program, Ahrens and other lawmakers have been invited to observe health pro – fessionals doing their Jobs.

She spent a long day at the VA hospital earlier this year with Dr. Jeffrey Swanson, a Hist-year resident foom Tlre: He went immediately Into inten-. Family jnembers gath – ered, and it was apparent to every – one the man was failing fast.

The man died about four hours after arriving at the hospital. They were in the emergency looih in the early evening when a front-desk staffer told her a lot more people seem to come in for help during a full moon.

What she saw was more of the frustration of practicing medicine. But 12 hours inlb the shift, she remained fascinated by the process. A familiar visitor to the hospital came in bleeding from an ear.

He was described as a heavy drinker who hurt himself in a fall at a nurs – ing home. A nurse had to hold him down while his car was stitched, and Ahrens helped by holding an arm. She tried to nap for a couple of – hours, but it was difficult.

Ahrens’ came across a year-old man who had cracked a rib in a fall. He wanted to go home, but hospital. Symptoms of the budget, problem – abound: Angove said he may – have to start closing parks within three years.

I’d say two years. The fire, burning in the Shceprock and Deep Creek mountains, was 49 percent con – tained Sunday with full contain – ment projecied-for late Monday for’iwoof the three fires mak – ing up thc-complex.

Though additional crews and equipment have been ordereJ, they have been slow to arrive. Firefighters were expected to work hour shifts, said Interagency Fire ‘ Center spdkcsmun Dick Kline. The Black Willow Fire grew from 2, acres to 4, acres overnight.

The fire, seven miles east of Oak City is continuing to move cast toward Inforstalc.. The Black Willow blaze was not threatening structures, but ii. The fire jumped a firp line Saturday, forcing the evacuation of at least one home on tbc’outskirts of Garden City.

With the weather remaining an ally, firefighters concentrated on slowing the blazes with water dropped fro. City Administrator Mike Cecka said. McCall – were warned ‘ Friday to he ready to evacuate.

Bin the Bfockivcll burn continued to, move to the north, away from lie water. Wind was causing it’io: No containment lihic had been fore – cast. Some firefighters were on the blaze, and campers at Granite Like were evacuated due to uncertain fire conditions,.

Officials said the Warm Springs fire had held at 2. Road and upper I’ayeiic Lake. OOO acres in the Boise National Forest, with the North Fork fires still blaze once threatened expensive waterfront homes un Lake Chelan, hundreds of residents planned lo galh-‘ cr at Don Morse Park and dash into the water to celebrate a hoped-for return to normalcy.

Many visitors left town or canceled reservations after the Tyce Creek fire broke out during a spate of thunderstorms July 24 that sparked scores of fires in Eastern Washington. As you can see.

Reis had no fimt figures on finan – cial losses caused by the loss of tourism, but sttid it was several mil – lion dollars a day for all of Chelan County, including olher tourist towns such as Leavenworth.

Incident commanefer Dave L-iebcrsbacli said no structures were in danger as Ihc fire was moving away from Idaho City, More than soldiers from I’orl Hood. Texas are the only crews man-, aging the 2.

The fire was contained Wednc. Dahl would love to unload, them — if,. Corp – of America, thv only recycling collection company in Utah that ‘ accept’Tglnss. Tnufacturers–who lurTi the trash into new prixlucts.

Utahns recycle just half us much as the rest of the nation. Tlic NRC estimates it alwut 20 percent today. Safi Lake City’s administrative find a buyer and break even “jusllo get Other Utah recycling companic.

Dahl had a market in Brewery Co. The cost Rcnolds wxs forced to close its Sail depends solely on Recycling Corp. It cunetitly recycles only dear lines its kiln.

But last year, the incincra Tliat may change, however, thanks lo a year-old law that has, more than doubled tipping fees at landfills throughout the slate. Rather than spend the money, more residents arc recy – cling, Wallace said.

But Dahl’ says it’s not enough. Utahns waiil lo recycle, he said, as evi – denced by he monumental pile of glass at Recycling Cotp. But transportation and quantity problems remain. The non-profit organization based in Tueszon.

It alstj coordinates efforts between several counties to allow them 16 pool their recy – clable materials. Wc try lo’provldc cooperative market – ing programs so we can gel the quantity up.

SPRA works with Bountiful. The millions of-iourists ihat. The program is run mostly by volunteer and depends on the manpower of SPRA. It also managcs scheduling, transportation, billing and pay – ments and guarantees steady prices.

AP cm and already is in its third — Deborah Hopkinson didn’t printing. Tlic book has sold about worry much about. OOO so far in roy – Hopkinson, who is white, felt allies.

Andrew Freedom Quilt”- after hearing a Thomas, and children still lived in radio program about slaves who Hawaii. That’s where he met Don Seiki. Ihc brutality and the racism. The government ordicred their, dclcnilon, saying they presented a.

And finally, he sister. He remembers well the con – said. He was in his early Some of the conventioneers 30s when he and his wife were interned at Heart Mountain, Wyo. Now living in Washington, D.

Both men said that when the governmeni’agreed to compensate them The apology from President Bush meant more. But neither the apology nor the money will erase the psychological scars left by interning Japancse – Amcricans.

Register children NOW for transportation to school. With courtsidc temperatures reaching degrees, the Stars won a match that featured three tiebreakers. Points are awarded, for each game won.

Devening avenged the win with a S-2 victory over Jon Leach in men’s single. Navratilova then increased the Icad. Hobson’s latest contact with Alabama officials came last week when he and football coach Gene Stallings discuiised Michael Coleman, a center fielder who – playrfor the.

Red Sox rookic tcam, the. Hobson and Stallings had talked about Coleman’s future in baseball and football. The Boston Globe on Saturday repon-. Games at 9 a. Axtman, a sin – added uyo hits uml three run.

Post glc by Hamilton and four walks. Falls game at 7: Mourning, SliawTi Kemp and Lany Johnson made 32 of 43 shots in a victoiy in the iitial game of the preliminary round at the World Qtnmpioadtip of Basketball.

Already assured first place in its pool,’ the United States has. But os’it methodically moves toward a gold medal and a world lilk. Dream Team II is just l-for-3 in matching the domination of the original Dream Team, which rolled to the Olympic gold med?!

I, it was a slowdown game. Brazil was gunning for us. The United States led by double figures most of they way. But tiie inability to hit from outside kept the Americans from pulling away os they finished far under their average of Rolando Fer – ‘ rcira scored 23 points and Paulo dc Almeida 1 9 for Brazil.

Next up for the Americans is Australia, he second – place finisher in Pool B. Rogc’rio Klalke closed Brdzi! A rematch between thc’TFTA July’ tourney’s top women was a feature pre – sentation in the weekend tournament.

Whitney and her partner,- Connie Maughan, won-lhc match and the title, outscoring Dingman and Kathy Metzger. Andrew Crane downed Dave Little, , in the Men 4.

Other ‘Championship match results – are as follows: He’s hittihg os if the end wav this week.. You guys can write it and say it and do whatever you want to do with it. I’m just go – ing to go out there and pliiy baseball and I’m not going to worry about it.

I and you Idok up and you’re at. I’m not going to worry about it. Strike or no – strike, we’ve got to get it going. I’m not, at all happy with the way we’ve played. He walked two and stnick oiii eight.

It could’ve been his last start. Kevin Foster took the loss. Selig reduces estimate of teains to Jose money Uw Assodflted Press on network talk shows. Management, too, prepared for a strike.

John Harrington, the chief ex – ecutive. Tliey wouldn’t have to pay his S I’vd puiu my Fairbanks edges past Wartluft, McKean. Lap speeds for the Wiaston Cup cars were about Once they were racing, though, it turned out to be quite a show.

Even, at the start of. He knows – how town. Oag for their The B Heat saw Mike Evelclh – take the. This allowed Charles Lcgg to. Wartluft was the winner of the trophy dash.

Despite all, QUalc maintained his commanding poinl lead in the season points championship battle. Jim Coulson led tO’the checkered – flag for the – firsCof three events he would win for the evening. Rick Kraft of Oregon City.

Oregon was the quick qualifier at Jim Robinson of Twitv Falls led the first three laps of the main event before being over – taken by Kraft. Mm C o iafc iK. Kyle Morgan and Eric Hamms’?

Continued from B5 but walked nine. CWavn 4 and CnlB: Oaiaiian – – TI A-3I. Sil8K0 Crag Krafl actaSea-oi. Ut Jm CcBwt I U3e4 hmShadwi StiaaOiWaar. Summcrfield and a triple by Greg – Schclhaas drove in a total of three runs in the fourth inning, making the score The Cowboys held the Senators to one run until the bottom of the ” sixth when Boise scored three runs olT of one hit and two Twin Falls errors.

Boise lied the game in the bottom of the ninth – on a triple by Kalk. Pnea 9. S2 Of AAtM 4. Vivra 14 00 3. A30 UatailMu Rai4fP Shay – la Thompson, , rMon 4. Carlos Meza 4- na Peterson def.

Perry, Donovan Adflel d def. Matt Fu ll er Andy No ble. Connie Maughan, Carlos Moza, 7-S – Marv Ho ao But ‘ sides exchanged angry salvos Milwaukee Brewers owner Bud Splig.

Whatever ploy each sii: Yorkis Perez, who struck out Todd for his fifth hit and the Pirates blew JCarros and Rodriguez hit consccu – ””here the Major League said, “We’re a greater part of a whole.

Baseball Players Association has its We tyerc a very active part in. Montreal won its third in a row Robb Nen pitched the ninth for his The two teams stranded 28 run – fastest team to draw 3 million fans, union joke about the coming games of percent supportise.

We made a deci – , phia Phillies pilcli – cr Cun’ Schilling. Montreal won its third it and leads the majors with a ISthsavc. This mav sounc sibn quite u way back that revenue record.

Pete Smith took the loss for St. Louis — on 29 hits as the”two their 52nd. John Kruk went 2-for-4 with two the Mets, who did not get a runner to hnllnens took turns giving the game record set on their 53rd date union team Hid, “but it feels like It s a comprehensive approach.

Whatever is going it’s totally reasonable. It is the first time ners in scoring position. The Pirates salvaging the final to happen will happen,” , , Public relations requires negotiating since August that they have Ipst game of the three-game series load – ‘Astros 7, Giants 4 Ownership s push for ii salary wp – sessions to be held on the ey e of the four in a row at Veterans Stadium.

Paul Wagner 7- roiiv. Drabek wqni 2-for-3 and Craig” ntttss – on the players’ Aug. I – keep sole possession of first place in the. In the second game, Omar. On a two-run homer in his first at-bat, a Sept; Monster in left field.

It was his 36th of string. Jay Buhner homcred, singled and average to-J He was thrown out of droye in four runs for the Mariners, the game in the I2th after arguing with Royals rookie Bob Hamelin hit his an umpire about a fair-or-foul call.

JefT Russell pitched two in – The Moririen won for the fifth time nings for the win. The Red Sox scored three runs m. Onirland blislered Kenny Rogers for braised finfer, end die qncogo.

Joey Coni singly home against Califoniia on July 28, – tKf fti-awwilf no mn in ihfl 12th: Alex Cole walked and Kirby ‘Ptickett had a sacrifice fly: RBIs in four games since an; nouncing Thursday that he will retire afto – the season.

Dave Stevens pitched 0 perfect inning for the victory and Rick Aguil – era earned his 22nd save. Mussina scattered six hits through eight innings. Gibson coimectcd on a pitch for his 23rd hom e, run.

Players keep coming back to the same basic question — why? Why in the world would own-. What in the world dojhcy hope to accomplish? I don’t roaliy-havo-an-answcr-to-that,- unless it is to force a strike os soon os possible.

It did not occur to 3-any-of-U9-tli6t-the-owners-would – cven consider a. We have yet to see any indicatioas of that. The relationship is fraught with. How do you respond? Wo don’t want them to strike.

We have repeated – ly said. There is no linkage-betweeri— the All-Star Game and the pay – ment for pension contribuiion. If the players chose to make one. Arc owners’ exploiting a loophole, as Don Fehr has charged?

Fine print is what we work on in baseball. The union lias I brought an entire history of: Fehr has threatened a law – suit over the pension contribution.

I Is that a concern? It is every citizen’s right to i jj? I would hot promise we would do that. Augusts, Couples recovers Buick Open. Just call it the Comeback Open. That kind of puLs third at Azihger shot and mis.

But after I was only one shot out seven previous events on the tour, nonc – uftcr the morning round. I was definite – since July 3. He missed almost four ly looking forward to it. But after four or su.

It’s just bah-hoom, bah-boom. Her 69 gave her a that tied the jtu ima – – meni record of under-par. There were lots of holesjeft lo gcl hirdies. I’ni glad she did. AP — Jim refused to give in. Floyd and Drue Albiis made clutch birdie putts on both finished with totals the 52nd and 5.

His birdie on ing a 66 to get in under his age for the final hole gave him a 21 1 total. The Expieitr hos a 50,dmile limited wohonly by. It is a highly prob – nomical way to do it.

To win big cash prizes in the American Medical Association’s competition to. Accord – ing to Tech Talk, the large intestine “is wet, slippery and lacks firrn surfacc. It might get stuck in-‘ side you.

What should I do? Ever get the feeling that – you and your physician f are-jusi not eommunieuting? And he nceds to have a li. He should feci his answers arc coming, that he being li. Although tiiat may be extreme, she.

When it comes to a shortage of money, ‘ she said, women are less apt’ to go out on a limb for them. Hispunics in particular, prefer to see. But wonten oDeh prefer male doctors for broken bones, heart conditions and other problems of both men and women, she said.

I would ask my husband who he recommends. Jensen said her best advertising is from word of for me. He has to be very competent, very safe and mouth.. For some pcoply, it ral from other paltcnis that 1 already have who are is.

Everything n physician prescribes is only a rcc – When she tenchc. To be their own advocates, she said, pco – caiion in certain specialties. For example, someone pie need to ask questions, take notes and ask more with a heart problem.

But die prefer, a. I don’t need to OK. He doesn’t need to be a real social person those choices. He rose from his bed and opened his. So says actress Dana Dclany. If your, green thumb gives yoiu a red nose, you can manage your aHeri..

Don’t throw in-tho trowel – p you can cope with the great outdoors by doing your, homework and planting the right kind ‘ of – pla nts-Jn-lhe right kind of placcs. For years, pediatricians have recommended that parents of colicky babies give their screaming ncwbqrns.

Knight-Ridder News Service Jda’ny of tUfincthods-pcopIc usiTin trying to shed weight are actually counicrproductiyc to losing fat and keeping excess weight off. While pew weight-loss medicines may offer hope to some.

Lxl’s take a look at a few of the common mistakes people make when trying to reduce weight and how to avoid them. ILcx – crcisc is not done in conjunctioiTwitli healthy, , low-fat.

Try lo avoid redudog body to pro – your daily calories by more than. Accord – tricnls and adequate energy. The primary for your body pitfalls arc being unaware of what to store fat and constitutes a serving size and the it also stimu – caloric or fat content.

Ufts ymir a p – forgcl lu count the calorics in vari – petite. A belter bus drinks, snacks and condiments. Stress in – in a rav cnou. Ie adrenaline and corli. Studies show Overeating in the eveiling can min a frequently helps use up calorics, while losing body farincrcases your” that these hormones can cause fat—.

The unused fat is then discriminating’ in your food choices amount of insulin produced, lhu. Many trying to lose body weight, a regu – gion. Nancy Clark sayis successful dieting bigger. In the initial’ stages of a re – tivltics arc the most effective starts at breakfast.

She explains that sistance exercise program, some burning unwaolcd fat calorics. For he calorics-caten tluoughuuutl]c day – – people-muy-experlence-a-slight-in — health.

This scale try moderate-intensity exercise, su. The body seems to be more weight indicates an increase in mus – tained for 30 to 60 minutes, four to efficient at storing fat in the evening clc tissue.

The issue begins with a message about im – proving government written by speaking of robots Vice President A1 Gore, who makes the following statement, which 1 am not making up.

Fed – eral Times a. Ihe fly is equipped with a sophLsticaied electronic listen – ing device, farsmaller than ‘a human ptitc. Tlic only potential problems we see arc: The Spy Fly might not hang.

DO kno w he w ill have mcal loaf for ‘ dinner. It might be hard to get the Spy Fly to return lo the U. Misidcnlificalion could lead to. As opposed to ours. Write lo him ;’. Obesity specialists last month wcrc.

But if you probe a little deeper, you find that while America appears lo be one of Ihe fattest nations on Earth, it is not alone. Leading researchers sdy it’s impos – Fashion sibic to make prccisc-comparisbns be – Rouge, La.

But the showing this profound incrca. Obesity rates in Canada are similar ricals are being eaten in restaurants, Robert J. Fin – and Kidney Diseases, organized a land, the former Czechoslovakia, conference last year with Japanese South Africa, even India has found health officials on ways to prevent overweight on Ihe rise.

Hubbard says over – other nations with high ‘rates of obesi – ty much the same everywhere,, re – weight is rising in all kinds of coun – ly, he says, In he United State. He would haye the contemporary man in a suit so com – ‘ fortable’ thal, as in dcc.

This customer would rebel against’it, choosing lo dress always like the boss and never like the help. Finally, Hilton would place a sin – gle white miniature carnation in the lapcf bf each j.

Donna Karan would like to tuck soft suits of platinum and plum into this stylish gent’s closet. The colors, Karan says, arc “from minerals on a beach. She Health 8 Fislilan might coaxt him to forgo a shirt with that, suit at lejasi on special occa – sions.

She might – even rim his eyes in kohl ju. Tlic menswear industry, for the time, when men were confident in spring ‘ He is corn – try for fall ‘ Submitting your vote via the Internet or by telephone or proxy card will not affect your right to vote in person if you decide to attend the annual meeting.

The notice contains instructions on how to access those documents via the Internet. Stockholders who do not receive a notice of Internet availability of proxy materials will receive a paper copy of the proxy materials by mail.

We anticipate that this process will minimize the costs of printing and distributing our proxy materials. Whether or not you plan to attend the meeting, please vote via the Internet or by phone or by completing, signing, dating and returning the accompanying Proxy Card in the enclosed self-addressed, stamped envelope.

To Be Held at 1: This Proxy Statement contains important information for you to consider when deciding how to vote on the matters before the meeting. We have elected to provide access to our proxy materials to our stockholders via the Internet.

Accordingly, a notice of Internet availability of proxy materials has been mailed to the majority of our stockholders, while other stockholders have instead received paper copies of the proxy materials accessible via the Internet.

Stockholders that received the notice of Internet availability of proxy materials have the ability to access the proxy materials at http: If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials or a link to a special website to access our proxy materials.

Your election to receive proxy materials by e-mail or printed form by mail will remain in effect until you terminate it. Choosing to receive future proxy materials by e-mail will allow us to provide you with the proxy materials you need in a timelier manner and will save us the cost of printing and mailing documents to you.

Record Date and Voting Securities. Stockholders who owned common stock on that date are entitled to attend and vote at the meeting. Each share is entitled to one vote.

There were 23,, shares of common stock outstanding on the record date. A majority of the outstanding shares of common stock present at the meeting in person or by proxy will constitute a quorum for the transaction of business.

What is the purpose of the Annual Meeting? At our Annual Meeting, stockholders will act upon the matters outlined in the meeting notice provided with this proxy statement, including: In addition, management will report on the status of the business.

What are the recommendations of the Board? Overstock’s Board recommends a vote: A quorum is the minimum number of our shares of common stock that must be represented at a duly called meeting in person or by proxy in order to legally conduct business at the meeting.

For the annual meeting, the presence, in person or by proxy, of the holders of at least a simple majority of the shares outstanding as of the record date, will be considered a quorum allowing votes to be taken and counted for the matters before our stockholders.

If you are a registered stockholder, you must deliver your vote via the Internet or by telephone or mail or attend the annual meeting in person and vote in order to be counted in the determination of a quorum.

If you are a “street name” stockholder, your broker will vote your shares pursuant to your instructions, and such shares will count in the determination of a quorum. If you do not vote via the Internet, by telephone or proxy card, or provide any instructions to your broker, your shares will still count for purposes of attaining a quorum and your broker may vote your shares in its discretion on proposal 2.

If you are a member of a retirement savings plan or other similar plan, the trustee or administrator of the plan will vote according to your directions and the rules of the plan, which may result in your shares being counted in the determination of a quorum even if you do not provide voting directions.

You may submit your vote via the Internet, by telephone or in person at the annual meeting. If you received printed proxy materials, you also have the option of submitting your proxy card by mail or attending the meeting and delivering the proxy card.

If you are a “street name” stockholder and you do not return instructions on how to vote, your shares will not be voted on proposals 1 or 3. The voting of shares held by “street name” stockholders is further discussed below.

Additionally, in order to vote at the meeting, you will need to obtain a signed proxy from the broker or nominee that holds your shares, because the broker or nominee is the legal, registered owner of the shares.

If you have the broker’s proxy, you may vote by ballot or you may complete and deliver another proxy card in person at the meeting. If you are a member of a retirement or savings plan or other similar plan, you may submit your vote via the Internet or by telephone.

The trustee or administrator of the plan will vote according to your directions and the rules of the plan. Can I vote via the Internet or by telephone?

You may submit your vote via the Internet or by telephone by following the instructions contained in the notice of Internet availability of proxy materials. If you received a printed set of proxy materials, you may submit your vote via the Internet or by telephone by following the instructions contained on the proxy card that accompanied the printed materials.

If you are a registered stockholder, the deadline for submitting your vote by telephone or via the Internet is If you are a member of a retirement or savings plan or other similar plan, the deadline for submitting your voting directions by telephone or via the Internet is 2: Subject to the deadlines set forth in the paragraph above, you may change your vote at any time before the proxy is exercised by re-submitting your vote via the Internet or by telephone.

If you are a registered stockholder, you may revoke your vote at any time before the proxy is exercised by filing with our secretary a written notice of revocation. At the meeting, you may revoke or change your vote by submitting a proxy to the inspector of election or voting by ballot.

Your attendance at the meeting will not by itself revoke your vote. If your shares are held in “street name” or you are a member of a retirement or savings plan or other similar plan, please contact your broker, nominee, trustee or administrator to determine whether you will be able to revoke or change your vote.

If you hold your shares in “street name” through a broker or other nominee, your broker or nominee may not be permitted to exercise voting discretion with respect to some proposals.

If you do not give specific instructions, your broker or nominee may cast your vote in its discretion for proposal 2, the ratification of the appointment of our independent registered public accounting firm.

If you do not give specific instructions on how to vote, your broker or nominee is not permitted to cast your vote in its discretion for proposal 1, election of the directors; or proposal 3, the vote to amend and restate our Equity Incentive Plan.

A “broker non-vote” is a vote not cast on a matter affirmatively or negatively and is also not counted for the purposes of determining a plurality, so it will have no effect on the outcome of any of the proposals; however, a “broker non-vote” will still be counted for purposes of attaining a quorum as it relates to proposal 2.

Why did I receive a notice of Internet availability of proxy materials instead of a full set of the proxy materials? The SEC’s rules allow companies to furnish their proxy materials via the Internet.

Accordingly, we sent to the majority of our stockholders a notice of Internet availability of proxy materials for this year’s annual meeting of stockholders. Other stockholders were instead sent paper copies of the proxy materials accessible via the Internet.

Instructions on how to access the proxy materials via the Internet or to request a paper copy can be found in the notice of Internet availability of proxy materials.

In addition, stockholders may request proxy materials in printed form, by mail or electronically by e-mail on an ongoing basis by submitting a request to us at http: A stockholder’s election to receive proxy materials by mail or e-mail will remain in effect until the stockholder terminates it.

Why didn’t I receive a notice of Internet availability of proxy materials? We are providing certain stockholders, including stockholders who have previously requested to receive paper copies of proxy materials, with paper copies of the proxy materials instead of, or in addition to, a notice of Internet availability of proxy materials.

If you would like to assist us in reducing the cost of distributing our proxy materials in the future, you can consent to receiving future proxy materials and other stockholder communications electronically via e-mail or the Internet.

To sign up for electronic delivery, please visit http: Can I vote my shares by filling out and returning the notice of Internet availability of proxy materials? The notice of Internet availability of proxy materials does, however, provide instructions on how to vote your shares.

What happens if a nominee is unable to stand for election? In that case, if you have submitted your proxy via the Internet or by telephone or completed and returned your proxy card or voting instruction card, the proxyholders will have the discretion to vote your shares for the substitute nominee.

What is the voting requirement to approve each of the proposals? A plurality of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors is required for the election of each nominee to the Board.

There is no cumulative voting in the election of directors. Brokers do not have discretion to vote on this proposal without your instruction. The affirmative vote of a majority of the shares of common stock present in person or represented by proxy and voting on the matter is required to approve the amendment and restatement of our Equity Incentive Plan.

How many votes are required to approve other matters that may come before the stockholders at the meeting? A majority of the shares present, in person or by proxy, excluding broker non-votes, voting in favor is required to approve any other matters that may properly come before the stockholders at the meeting.

Proxies, ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed except as may be necessary to meet legal requirements.

Where do I find the voting results of the meeting? You can also get a copy from our website at http: Who pays for the proxy solicitation process? We will pay the costs of soliciting proxies, including the cost of preparing, posting and mailing proxy materials.

In addition to soliciting stockholders by mail, we will request brokers, banks and other nominees to solicit their customers who hold shares of Overstock common stock in street name.

We may reimburse such brokers, banks and nominees for their reasonable, out-of-pocket expenses. We may also use the services of our officers, directors and employees to solicit proxies, personally or by telephone, mail, facsimile or email, without additional compensation other than reimbursement for reasonable, out-of-pocket expenses.

How can I get an additional copy of the proxy materials? Alternatively, we will promptly send a copy to you at no charge upon request by mail to Overstock. Byrne and Barclay F.

Byrne has served as our Chief Executive Officer our principal executive officer and as a Director since, as Chairman of the Board from February through October, and as Chairman since July Corbus has been a director since Each of the nominees has consented to serve a three-year term.

Recommendation of the Board of Directors. Directors are elected by a plurality of the votes of the shares of common stock present in person or represented by proxy at the meeting.

Votes withheld are counted for purposes of determining the presence or absence of a quorum for the transaction of business, but otherwise they have no legal effect under Delaware law.

Brokers generally may not use discretionary authority to vote shares in the election of directors if they have not received instructions from their clients. All audit fees and other fees were pre-approved by the Audit Committee.

The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy the “Policy” , which sets forth the procedures and the conditions pursuant to which all services to be performed by the independent registered public accounting firm are required to be pre-approved.

Under the Policy, proposed services either may be pre-approved by agreeing to a framework with descriptions of allowable services with the Audit Committee “general pre-approval” , or require the specific pre-approval of the Audit Committee “specific pre-approval”.

Unless a type of service has received general pre-approval, it requires specific pre-approval by the Audit Committee if it is to be provided by the independent registered public accounting firm. The Audit Committee annually reviews and pre-approves the services that may be provided by the independent registered public accounting firm that are subject to general pre-approval.

Under the Policy, the Audit Committee may delegate either type of pre-approval authority to its chairperson or any other member or members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next meeting.

The Policy does not delegate the Audit Committee’s responsibilities to pre-approve services performed by the independent registered public accounting firm to management. The annual audit services engagement scope and terms are subject to the general pre-approval of the Audit Committee.

Audit services include the annual financial statement audit including required. Audit services also include the attestation engagement for the independent registered public accounting firm’s audit of the effectiveness of internal control over financial reporting.

The Policy provides that the Audit Committee will monitor the audit services engagement throughout the year and will also approve, if necessary, any changes in terms and conditions resulting from changes in audit scope or other items.

The Policy provides for Audit Committee pre-approval of specific audit services outside the engagement scope. Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent registered public accounting firm.

Under the Policy, the Audit Committee grants general pre-approval for audit-related services. Under the Policy, the Audit Committee may grant general pre-approval for specific tax compliance, planning and advice services to be provided by the independent registered public accounting firm, that the Audit Committee has reviewed and believes would not impair the independence of the independent registered public accounting firm, and that are consistent with the SEC’s rules on auditor independence.

Tax services to be performed by our independent registered public accounting firm must be specifically approved by the Audit Committee. Under the Policy, the Audit Committee may grant pre-approval for specific permissible non-audit services classified as All Other Services that it believes are routine and recurring services, would not impair the independence of the independent registered public accounting firm and are consistent with the SEC’s rules on auditor independence.

Services permissible under applicable rules but not specifically approved in the Policy require further specific pre-approval by the Audit Committee. Under the Policy, each year the Senior Vice President, Finance and Risk Management our principal financial and accounting officer and our independent registered public accounting firm jointly submit to the Audit Committee a schedule of audit, audit-related, tax and other non-audit services that are subject to pre-approval.

This schedule provides a description of each type of service that is subject to pre-approval and, where possible, provides projected fees or a range of projected fees for each service.

The Audit Committee reviews and approves the types of services and reviews the projected fees for the next fiscal year. Any changes to the fee amounts listed in the schedule are subject to further specific approval of the Audit Committee.

The Policy prohibits the independent registered public accounting firm from commencing any project not described in the schedule approved by the Audit Committee until specific approval has been given.

The affirmative vote of a majority of the shares represented at the meeting, in person or by proxy, will be required to approve the proposal. We are asking our stockholders to approve an amendment and restatement of our Equity Incentive Plan the ” Plan” , to increase the number of shares available thereunder by 2,, and to make other immaterial modifications set forth in the amended and restated plan.

The only types of awards we have granted under the Plan are options and restricted stock units. During we granted restricted stock units covering, shares of common stock under the Plan, including 97, restricted stock units granted to current executive officers of the Company.

The amended and restated Plan provides for the grant of options to purchase shares of our common stock, stock appreciation rights “SARs” , restricted stock, restricted stock units, performance shares, performance units, and deferred stock units to employees and consultants of the Company.

The amendment and restatement does not make any material change to the types of awards that may be granted under the Plan. The classes of persons who would be eligible to participate in the amended and restated Plan and the approximate number of persons in each such class are currently as follows: Non-employee directors four persons ; Named Executive Officers six persons ; executive and other officers excluding the Named Executive Officers nine persons ; employees excluding all executive and other officers 1, persons and consultants 0 persons.

The basis of participation by any person will be the grant of an award by the Compensation Committee or the full Board of Directors. Awards are expected to be made primarily if not exclusively to the persons the Compensation Committee believes have the ability to have a significant effect on the success of the Company’s business.

The benefits or amounts that will be received by or allocated to employees, executives, other officers and directors of the Company under the amended and restated Plan are not determinable.

However, if the amended and restated Plan had been in effect during in lieu. Amounts shown as Dollar Value for the groups assume the same pricing used in the calculations for the Named Executive Officers.

Awards shown exclude awards made in, which are described elsewhere in this proxy statement. Please see the summary of the Plan below. If a quorum is present, the affirmative vote of a majority of the shares present, entitled to vote and cast at the Annual Meeting will be required to approve the amendment and restatement of the Plan.

If you do not instruct your broker how to vote on this proposal, your broker will deliver a non-vote on this proposal. Broker non-votes, if any, will have no effect on the outcome of the vote on this proposal.

Abstentions will have the effect of a vote “against” the proposal. If our stockholders do not approve the amendment and restatement of the Plan, we will continue to make grants under the Plan until we have utilized the shares remaining available for grant thereunder.

Our executive officers and. Proxies solicited by the Board will be so voted unless stockholders instruct otherwise in their proxies. The material features of the amended and restated Plan are summarized below.

Capitalized terms used herein and not defined shall have the meanings set forth in the amended and restated Plan. The purposes of the amended and restated Plan are to attract and retain the best available personnel, to provide additional incentive to our employees, consultants and non-employee directors, and to promote the success of our business.

The amended and restated Plan may be administered by our Board of Directors or a committee, which our Board of Directors may appoint from among its members the “Administrator”.

Subject to the provisions of the amended and restated Plan, the Administrator has the authority to: All decisions, interpretations and other actions of the Administrator shall be final and binding on all holders of awards and on all persons deriving their rights therefrom.

The shares of common stock covered. To the extent that an award terminates, expires, or lapses for any reason, or an award is settled in cash without delivery of shares to the participant but subject to the restrictions described herein relating to SARs, any shares subject to the award may be used again for new grants under the amended and restated Plan.

The full number of SARs granted that are to be settled in shares of common stock will count against the number of shares available for award under the amended and restated Plan, regardless of how many shares are actually issued upon settlement of the SARs.

Any shares surrendered or withheld to satisfy the exercise price of an option or withheld to satisfy minimum tax withholding obligations will count against the number of shares available for award under the amended and restated Plan.

No fractional shares may be issued under the amended and restated Plan. The amended and restated Plan provides that awards may be granted to our employees, consultants and non-employee directors, and employees and consultants of our subsidiaries, as determined by the Administrator.

Incentive stock options may be granted only to employees including officers and employee directors. Thus, the Administrator may make performance goals applicable to a participant with respect to an award.

At the Administrator’s discretion, one or more of the following performance criteria may apply as the basis of a performance goal: A performance goal may apply either to us or to one of our business units.

With regard to a particular performance period, the Administrator will have the discretion to select the length of the performance period, the type of performance-based awards to be granted, and the goals that will be used to measure the performance for the period.

In determining the actual size of an individual performance-based award for a performance period, the Administrator may reduce or eliminate but not increase the initial award.

Generally, a participant will have to be employed by or providing services to us on the date the performance-based award is paid to be eligible for a performance-based award for any period.

Terms and Conditions of Options. Each option granted under the amended and restated Plan is to be evidenced by a written stock option agreement between the optionee and the Company and is to be subject to the following terms and conditions: The Administrator determines the exercise price of options at the time the options are granted.

The exercise price of all incentive stock options and non-statutory options granted under the amended and restated Plan may not be less than the fair market value of the common stock on the date the option is granted.

For purposes of the amended and restated Plan, fair market value is defined as the closing sale price per share of the common stock on the date of grant as reported on the Nasdaq Global Market.

Optionees are not required to pay the Company any amount upon the grant of an option. The means of payment for shares issued upon exercise of an option is specified in each option agreement and generally may be made by cash, check, other shares of our common stock owned by the optionee, delivery of an exercise notice together with irrevocable instructions to a broker to deliver to us the exercise price from sale proceeds, or by a combination thereof.

Each stock option agreement will specify the term of the option and the date when the option is to become exercisable. The amended and restated Plan provides that if the optionee’s employment or service relationship with the Company is terminated for any reason, other than death or disability, the period of time during which an option may be exercised following such termination may be determined by the Administrator and set forth in the option agreement and the option may be exercised only to the extent the options were exercisable on the date of termination and in no event later than the expiration of the term of the option.

In the absence of a specified time in the option agreement, the option will generally remain exercisable for three months after the optionee’s termination.

If an optionee’s employment or service is terminated due to a disability, options granted to such optionee may be exercised within such period of time as is determined by the Administrator and set forth in the option agreement, but only to the extent that the options were exercisable on the date of termination and in no event later than the expiration of the term of such option as set forth in the option agreement.

In the absence of a specified time in the option agreement, the option will generally remain exercisable for one year following the optionee’s termination due to disability.

If an optionee should die while an employee or other service provider of the Company, options granted to such optionee may be exercised within such period of time as is determined by the Administrator and set forth in the option agreement but only to the extent that the options were exercisable on the date of death and in no event later than the expiration of the term of such option as set forth in the option agreement.

In the absence of a specified time in the option agreement, the option will generally remain exercisable for one year following the optionee’s death. No participant may be granted stock options to purchase more than, shares of common stock or stock appreciation rights covering more than, shares of common stock in any fiscal year, except that up to, shares may be covered by options or, stock appreciation rights may be granted to a participant in the participant’s first fiscal year of service.

The stock option agreement may contain other terms, provisions and conditions as determined by the Administrator. Terms and Conditions of Stock Appreciation Rights. The Administrator, subject to the provisions of the amended and restated Plan including the m share limit referred to above, shall have complete discretion to determine the terms and conditions of SARs granted under the amended and restated Plan.

Each SAR grant shall be evidenced by an agreement that shall specify the exercise price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, shall determine, and will be subject to the following terms and conditions: SARs may be granted either alone or in conjunction with all or part of an option granted under the amended and restated Plan.

SARs granted in conjunction with an option may be exercised only at such times and to the extent the related option is exercisable, and upon the exercise of the SAR or option, the number of shares for which the SAR and option is exercisable will be reduced by the number of shares for which the SAR or option has been exercised.

The exercise price of an SAR may not be less than the fair market value of the common stock on the date the SAR is granted. At the discretion of the Administrator, payment to the holder of an SAR may be in cash, shares of our common stock or a combination thereof.

To the extent that an SAR is settled in cash, the shares available for issuance under the amended and restated Plan shall not be diminished as a result of the settlement.

No SAR may be exercised by any person after its expiration. The amended and restated Plan provides that if the holder’s employment or service relationship with the Company is terminated for any reason, other than death or disability, the period of time during which an SAR may be exercised following such termination may be determined by the Administrator and set forth in the SAR agreement and the SAR may be exercised only to the extent the SAR was exercisable on the date of termination and in no event later than the expiration of the term of the SAR.

In the absence of a specified time in the SAR agreement, the SAR will generally remain exercisable for three months after the holder’s termination. If an SAR holder’s employment or service is terminated due to a disability, SARs granted to such holder may be exercised within such period of time as is determined by the Administrator and set forth in the SAR agreement, but only to the extent that the SARs were exercisable on the date of termination and in no event later than the expiration of the term of such SAR as set forth in the SAR agreement.

In the absence of a specified time in the SAR agreement, the SAR will generally remain exercisable for one year following the holder’s termination due to disability.

If an SAR holder should die while an employee or other service provider of the Company, SARs granted to such holder may be exercised within such period of time as is determined by the Administrator and set forth in the SAR agreement but only to the extent that the SARs were exercisable on the date of death and in no event later than the expiration of the term of such SAR as set forth in the SAR agreement.

In the absence of a specified time in the SAR agreement, the SAR will generally remain exercisable for one year following the holder’s death. Restricted Stock and Restricted Stock Units.

Subject to the terms and conditions of the amended and restated Plan, restricted stock and restricted stock units may be granted to our employees, directors and consultants at any time and from time to time at the discretion of the Administrator.

Restricted stock is an award of our common stock, and a restricted stock unit is an award of hypothetical shares of our common stock having a value equal to the fair market value of an identical number of shares of common stock.

The Company will not receive any consideration for the grant of restricted stock awards or restricted stock unit awards. Restricted stock and restricted stock units may, but need not, provide that the award will be subject to forfeiture and may not be sold, assigned, transferred or otherwise disposed of for a period of time determined by the Administrator.

However, no participant shall be granted a restricted stock or restricted stock unit award covering more than, shares in any fiscal year, except that up to, shares may be granted in the participant’s first fiscal year of service.

Voting and Dividend Rights. Unless otherwise stated in the restricted stock agreement, a holder of restricted stock will have the rights and privileges of a stockholder, including the right to vote.

Dividends on restricted stock may be currently paid to the holder or held by us until the restrictions on the shares are released. A holder of restricted stock units will not be a stockholder until the shares are issued, and until such time, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the underlying shares.

Restricted Stock Award Agreement. Subject to the terms and conditions of the amended and restated Plan, performance shares may be granted to our employees, directors and consultants at any time and from time to time as shall be determined at the discretion of the Administrator.

Performance Share Award Agreement. Each performance share grant shall be evidenced by an agreement that shall specify such other terms and conditions as the Administrator, in its sole discretion, shall determine.

Performance units are similar to performance shares, except that they shall be settled in cash equivalent to the fair market value of the underlying shares of our common stock, determined as of the vesting date.

The shares available for issuance under the amended and restated Plan shall not be diminished as a result of the settlement of a performance unit. Performance Unit Award Agreement.

Each performance unit grant shall be evidenced by an agreement that shall specify such terms and conditions as shall be determined at the discretion of the Administrator. However, no participant shall be granted a performance unit award having an initial.

Deferred stock units shall consist of a restricted stock, restricted stock unit, performance share or performance unit award that the Administrator, in its sole discretion, permits to be paid out in installments or on a deferred basis, in accordance with rules and procedures established by the Administrator.

Deferred stock units are subject to the individual annual limits that apply to each type of award. Unless determined otherwise by the Administrator, an award granted under the amended and restated Plan may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient.

If the Administrator makes an award granted under the amended and restated Plan transferable, such award shall contain such additional terms and conditions as the Administrator deems appropriate.

Unless an award agreement provides otherwise, in the event that a participant dies while a service provider, the award may be exercised within the time period set forth in the relevant agreement, but in no event later than the expiration date of the relevant award.

Adjustment Upon Changes in Capitalization. In the event that our capital stock is changed by reason of any stock split, reverse stock split, stock dividend, combination or reclassification of our common stock or any other increase or decrease in the number of issued shares of common stock effected without receipt of consideration by us, appropriate proportional adjustments shall be made in the number and class of shares of stock subject to the amended and restated Plan, the individual fiscal year limits applicable to restricted stock, restricted stock units, performance share awards, performance units, SARs and options, the number and class of shares of stock subject to any award outstanding under the amended and restated Plan, and the exercise price of any such outstanding option or SAR or other award.

Any such adjustment shall be made by the Administrator or the Compensation Committee of our Board of Directors, whose determination shall be conclusive. In the event of a change of control, the successor entity or its parent or subsidiary may assume or substitute each outstanding award.

In such event, the Administrator may take one or more actions with respect to outstanding options and SARs, including but not limited to giving participants a limited period of time to exercise options and SARs, cashing out options and SARs based on the difference between the change of control value of our common stock and the exercise price, or making adjustments to options and SARs as the Administrator deems appropriate to reflect the change of control.

Amendment, Suspensions and Termination of the amended and restated Plan. An optionee who is granted an incentive stock option will not recognize taxable income either at the time the option is granted or upon its exercise, although the exercise is an adjustment for alternative minimum tax purposes and may subject the optionee to the alternative minimum tax.

Upon the sale or exchange of the shares more than two years after grant of the option and one year after exercise of the option, any gain or loss will be treated as long-term capital gain or loss.

Any gain or loss recognized on such a premature disposition of the shares in excess of the amount treated as ordinary income will be characterized as long-term or short-term capital gain or loss, depending on how long the optionee held the shares after the date of exercise.

All other options that do not qualify as incentive stock options are referred to as non-statutory options. An optionee will not recognize any taxable income at the time a non-statutory option is granted.

However, upon its exercise, the optionee will recognize ordinary income generally measured as the excess of the then fair market value of the shares purchased over the exercise price.

Any taxable income recognized in connection with an option exercise by an optionee who is also an employee of the Company will be subject to tax withholding by the Company.

Upon resale of such shares by the optionee, any difference between the sales price and the optionee’s purchase price, to the extent not recognized as taxable income as described above, will be treated as long-term or short-term capital gain or loss, depending on how long the optionee held the shares after the date of exercise.

No taxable income is reportable when an SAR is granted to a participant. Any additional gain or loss recognized upon any later disposition of the shares of our common stock would be a capital gain or loss.

A participant will not have taxable income upon grant of an award of restricted stock units, performance units or performance shares. Instead, he or she will recognize ordinary income at the time of receipt of the shares or cash equal to the fair market value on the date of receipt of the shares or cash received minus any amount paid for the shares of our common stock.

Tax Effect for the Company. We generally will be entitled to a tax deduction in connection with an award under the amended and restated Plan in an amount equal to the ordinary income realized.

Special rules limit the deductibility of compensation paid to our “covered employees,” which are our chief executive officer or our three highest paid officers other than the chief executive officer or the chief financial officer.

It is possible that compensation attributable to awards under the amended and restated Plan, when combined with all other types of compensation received by a covered employee from us, may cause this limitation to be exceeded in any particular year.

Certain kinds of compensation, including qualified “performance-based compensation,” are disregarded for purposes of the deduction limitation. In accordance with U. Requirements Regarding “Deferred Compensation.

Awards which are subject to recovery under any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement.

The foregoing is only a summary of the effect of federal income taxation upon us and upon the participant, does not purport to be complete, and does not discuss the tax consequences of the participant’s death or the income tax laws of any municipality, state or foreign country in which a participant may reside.

The grant of awards under the amended and restated Plan, including grants to our named executive officers and directors, is discretionary. As of the date of this proxy statement, there has been no determination with respect to future awards under the amended and restated Plan.

Accordingly, the amount of any future discretionary awards is not determinable. The Board knows of no other business for consideration at the meeting. If other matters are properly presented at the meeting, or at any adjournment or postponement of the meeting, Messrs.

Byrne and Johnson will vote, or otherwise act, on your behalf in accordance with the Board’s or, in the absence of instructions from the Board, their judgment on such matters. The Board of Directors is currently composed of six members.

Corbus, each of whom is a current director, are each nominees for re-election this year. The remaining four directors are expected to continue to serve their terms as described below.

Our directors serve staggered terms. This is accomplished as follows: Unless otherwise instructed, the proxy holders will vote the proxies received by them for each of the nominees. In the event that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for a substitute nominee, if any, designated by the Nominating and Corporate Governance Committee of the Board of Directors to fill the vacancy.

The proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the nominees. It is not expected that any nominee will be unable or will decline to serve as a director.

The Board currently consists of six members. The Board of Directors has determined that, except for Patrick M. Simon, who serves as our Senior Vice President, Customer and Partner Care, each of our current directors is independent within the meaning of the Nasdaq director independence standards.

In reaching this determination, the Board considered that neither Allison H. Abraham nor Joseph J. With respect to Barclay F. Corbus, the Board considered the fact that Mr. Corbus met the independence requirements.

With respect to Mr. Mitchell, the Board considered the fact that Mr. Mitchell is a managing director of Hamblin Watsa Investment. Counsel and a member of the investment committee, which manages the investment portfolios of Fairfax Financial Holdings Limited, which is directly or indirectly the beneficial owner of approximately Mitchell met the independence standards.

Committees of the Board. Current copies of the committee charters are available on the Company’s website at http: All members of the committees are appointed by the Board of Directors, and each member is independent within the meaning of the Nasdaq director independence standards and SEC rules.

The committees are described in more detail below. The Board has a separately designated standing audit committee consisting of Allison H. Abraham, who serves as Chair, Barclay F. Mitchell and Joseph J.

The Board of Directors has determined that each of Ms. Tabacco is an “audit committee financial expert” as defined by the SEC. The experience of each such director that led the Board to the determination that such director is an “audit committee financial expert” is described below under “Information Regarding Director Nominees and Other Directors.

Corbus, who serves as Chair, Allison H. The Compensation Committee is responsible for determining salaries, incentives and other forms of compensation for our officers and other employees and administering various incentive compensation and benefit plans.

Nominating and Corporate Governance Committee. Abraham, and Samuel A. Mitchell, each of whom is a non-employee and independent under the Nasdaq independence standards. The Committee has authority to recommend nominees to the full Board, and also has authority over matters of corporate governance.

Each member of the Board of Directors has historically participated in the consideration of director nominees. Board and Committee Meetings. The Board held seven meetings during The Audit Committee held six meetings during ; the Compensation Committee held two meetings during ; and the Nominating and Corporate Governance Committee held one meeting during Byrne serves as both our principal executive officer and as Chairman of the Board of Directors.

We do not have a lead independent director. At present the Board consists of six directors; four of whom are independent. We believe that our leadership structure is appropriate for the following reasons.

First, the small size of the Board and the composition of the Board permit and encourage each member to take an active role in all discussions, and each member does actively participate in all substantive discussions.

Second, as Chief Executive Officer, Dr. Byrne is the director most familiar with our business and industry, and we believe that he is the director most capable of guiding our business, at both the strategic and operational levels.

We believe that our current structure is serving the Company well at this time. Byrne served as Chairman, and Patrick M. Byrne served as Chief Executive Officer, and we may do so again in the future.

We separated the roles at the time because we believed that having John J. Byrne serve as our Chairman would be valuable to the Company. We do not have any procedures for deciding when to separate these positions.

Board Role in Risk Oversight. The Board has delegated responsibility for oversight of risk management to the Audit Committee, although the full Board remains involved in risk management. The Audit Committee and the Board receive periodic reports from management regarding various aspects of the Company’s risk management program.

The manner in which the Board and Audit Committee administer the oversight of risk management has not had any effect on the Board’s leadership structure. The Nominating and Corporate Governance Committee has not formalized specific minimum qualifications the Committee believes must be met by a candidate to be recommended by the Committee.

The Committee believes that candidates for election to the Board should have the highest professional and personal ethics and values. Candidates should have broad relevant experience, and should be committed to enhancing long-term stockholder value.

They should be able and willing to provide insight and practical advice based on experience, and they must actively represent the interests of the stockholders. The Committee believes that a variety of types and a balance of knowledge, experience and capabilities among the members of the Board are in the best interests of the stockholders, but does not have a policy regarding the consideration of diversity in identifying director nominees.

In considering candidates, the Committee considers diversity of viewpoint, professional experience and other individual qualities and attributes to the extent that they relate to the contribution a candidate is expected to make to the Board and the Company.

The specific experience, qualifications, attributes or skills that led the Committee to the conclusion that each director should be a director in light of our business and structure are described under “Information Regarding Director Nominees and Other Directors,” below.

Identification and Evaluation of Nominees for Director. The Nominating and Corporate Governance Committee believes that the current Board composition is serving the stockholders of the Company well.

In the future, the Committee may consider additional candidates identified through current members of the Board, professional search firms, stockholders or other persons. Candidates may be evaluated at regular or special meetings of the Board, and may be considered at any point during the year.

The Committee has a policy that it will consider any properly submitted director candidates recommended by our stockholders. Any stockholder who desires to submit a recommendation should.

There is no difference in the manner in which the Committee would evaluate a nominee based on whether the nominee is recommended by a stockholder. The extent to which the Committee considers diversity in evaluating nominees is described in “Director Qualifications,” above.

The Committee has not approved any nominee for inclusion on our proxy card for the Annual Meeting other than Dr. We have not paid a fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominees.

Communications with the Board. The Board has adopted resolutions to provide a formal process by which stockholders may communicate with the Board, whether for the purpose of recommending nominees for election to the Company’s Board of Directors or for other purposes.

The process adopted by the Board permits stockholders to communicate with the Board either in writing, addressed to the Board at the Company’s headquarters at South East, Salt Lake City, Utah, or by e-mail, sent to boardofdirectors overstock.

All communications from stockholders regarding matters appropriate for stockholder communications with the Board and delivered as described will be delivered to one or more Board members.

The determination whether a communication involves a matter appropriate for stockholder communications with the Board is made by either the General Counsel or the President.

Our policy is that Board members should attend annual stockholder meetings if reasonably possible. All members of the Board other than former member Mr. Byrne attended the last annual stockholders meeting, which was held in May We have adopted a code of ethics that applies to all of our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

We will provide a copy of the code of ethics to any person without charge, upon request. Requests for a copy of the code of ethics may be made in writing addressed to: The Board has established a written policy and procedures for the review, approval or ratification of related party transactions.

In determining whether to approve or ratify a related party transaction, the Audit Committee takes into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable to us than terms generally available from an unrelated person under the same or similar circumstances, and the extent of the related person’s interest in the transaction.

No member of the Audit Committee may participate in any approval or ratification of a related party transaction in which such member is a related person, other than to provide all material information regarding the transaction, including information regarding the extent of the member’s interest in the transaction, to the Audit Committee.

If a related party transaction will be ongoing, the Audit Committee may establish guidelines or other parameters or conditions relating to our participation in the transaction. The Audit Committee may from time to time pre-approve types or categories of transactions by related persons.

Set forth below is certain information regarding the nominees for election and all other directors of Overstock whose term of office continues after the Annual Meeting.

Logo i8900 room u9 opera

In the West Bank and GaZa – Strip such crimes havc-H – maximum sentence— qf two years; those convicted arc usually rclcased’carly. Ikhlas was back for a summer visit to her native village from the New York City, area, where she had gone to live with a hfother about 15 years ago, and wiiere sue used the name Ruth Simons, The – family-had-visited lier there.

She went on lelevi-. But rumors flowing tliroiigh Rantch about her included. Once they hclicvc she deserves to be killed, this is what is done. When aboyt HH men and women dcmonslrulcd to pmtest the death a week later.

Riimeh men ‘calledThciii whuic. Five demonstra – tors and five village men were arrested. A military coup In ousted democrat! A Of American coun – fear is that U. Marines military leaders, backers of the sion of Haiti is “not what our.

Imprisoned for 21 days, he was tired, hurting and badly in need of a bath. A career diplomat, he has served his country in all branches, including terms as vice, president of the Supreme Court and ambassador to Belgium, Burundi and China.

Now Kdhiali was wearing the gray pants aiid wJ ilc shirt he had on the day he was arrested in July. He was unshaven a. He had not been given his medication – and special diet for a colon condition.

The tears came this day when he was told the – new leaders df Rwanda arc holding him on a charge of geno – cide. He looked at his WO prison guards and his face spread into a smile of incredulity.

Lycee Arnanj has been transformed from a school by relief agencies to take care Only two people other than his the thousands of children that have been displaced because of the civil war and ethnic genoclda’.

It has not had the lime to ade – ‘ Kinyarwanda, as a prison guard trans – quatcly investigate the atrocities, laicd, he said, “‘They told me my car Witnesses are dead or out of the did not have all the proper papers.

Rwandan government will restore’ In a lelcphonc interview, Jo Wells, peace in the land with justice. Sniping in Sarajevo de – most of the recent sniper fire has aeased Sunday as U.

Dacre Holloway, elsewhere in Bosnia eased, but. French peacekeepers on Ihc gov – — Bo. A recent increase in sniper fire had terrorized the capital, which had seen several months of relative calm.

In the north, Bosnian Serbs have ‘ forced more than Muslims from – withdr aw heavy weapons from their h om es in B ijeljina over the past around the city. Russian pcacekeep – painted with U.

Lo’cal Family – physicians are offering evening hours at Hayrime o ffi ce costs. In comparison to the Tate. Simpson case is just a garden variety murder co. Tate, wife of famed film.

SteVen Parent, a young friend of the caretaker,’ also died.. The next night, wealthy market owners Leno and — Ro sem ary La Bianca-werc – slain in their home across toWn. Tate, 26, who was 8K months preg – nant, had been hanged and stabbed to death.

Her full-term fetus, a’boy, died with her. I adamantly, denied in the Jiile-mufders.. Her n ext parole hea r – 1 wielding the knife that ing i. Her next parole hearing is in December Institution for Women Christian and a ministcr in prison.

He also at Frontcra. A recent flap erupted when the. Folger, running for her life in her night clothes, was, tapklcd arid stabbed on the lawn in bright moonlight.

A maid arriving for ivorlc discovered the carnage, and by midmorning word spread worldwide. Los Angeles reeled in horror.. Gun sales sky – rocketed; security guards were hired to pro – tect the morepalatial estates.

Tlie ‘killings made no sense. There wercinvestigaiive gaps — a child found the murder gun; a TV crew dis – covered the discarded black clothing worn by the killers. Rumors of ‘satanic culls ran ram – pant.

And, for, three monihs, there were no. In that span, Munson sang in court, carved a swastika on his forehead and’ leapt at the judge. Kay, who represents the district attorney at all Manson Fami.

But if she does. But his image as women, acknawicdgcsJthey. To many peo – – tho-cviUcycdt-murdcrous-manipulalor. He also makes no pretense of seeking vestal virgins and turn them into creepy release ui his parole hearings.

Even if they opened the door In reality, he said, Manson was just a tomorrow, I don’t think he would walk out. Cong ; five years.. Arrayed against Perry are While House staffers and budget officials pulling the raisc.

Accepting Perry’s proposal threat – ens Qinton’s agenda of deficit reduc – tion but offers the president an opportunity to shore up his reputation with the military.

Utration official familiar with the debate. Under Perry’s plan, military and civilian Defend Department employ – ees would get’a raise pegged to the ‘ increase in the cost of living in each of the next five years.

The proposal comes after two years in which Clinton proposed no raise. Pentagon programs or finds a pot of jnpney in some domestic’ program, the military pay raise could make it difficult for him tO submTT a budget Lspendr – ing caps.

One bud – get planner said Ginion could decide the question for fiscal as early as this week. S million uniformed rhilitary and com – pounded annually over five years, os Perry’s proposal would do.

Nugent twins — Ray and Jay bear a strong enough resemblance to’ hnye con – founded police four limes. Jay remains a fugitive wanted for bank robbery and attempted murder. AP — A mechanic and a ‘customer service agent with Delta Airlines were arrest – ed and fired after taking an empty Boeing on a mile-long run around a taxiway, airport police said.

Williams is pleased to announce the association of Dr. Plant in his practice of Oral and Maxillofacial Surgery Dr. Plant will be available for appointmenta – beginning August 8, It’s ovorytliing you need 1 a ci’iocl’iirig account, o preferredt: First Interstate other views Births out of wedlock warrant serious concern Ucalili and Human Service’s Depart – ing a lifctimc’of povery arc very high.

Quayle’s speech was the butt motherhood on a llctional television of jokes among Democrats as well as the character. Some 30 beltway, w. Taxespay for campaigning, – thanks to franking privileges ‘ Consider the following: Why do wc have to pay to receive, un – ‘ solicited mail from our congre.

It’s a perversion of the franking, privi – lege. Congress met only briefly and contained no members who counted on public se’rv’icc for their livelihoods. Mark Kind and Steve Crurhp.

Letter Vote was defeat for Murtaugh Recently, the majority of Muriaugh School District patrons voted to pass u bond issue that would have brought a dignifted end to a seasoned building and constructed a new school for one of Ida ho’s m ost progres – sive school disiricis.

Those wbo-votedyes arc undoubtedly dis-. It is a shame that there were those in our community that took a stand against our kids – the most vocal being Galen Myers. Myers lake this stand? He has school-age children.

Perhaps it is because he sends his children to Kimberly where there arc newer facilities already. It is unfortunate that the Kimberly patrons can’t locate the funds for new b’ooks or computers but arc willing to support the out-of-district ‘students that pay absolutely nothing to relieve their bond indebtedness.

Morally speaking, Should anyone that has no intention ofbeing involved after the issue is decided speak out so strongly about. If I had publicly stated that my chil-‘ dren would have no interest in the final out – come of the bond or consolidation issue, I believe it would have been in the interest of fairness to withdraw my views from the public and leave the decision making, up to the people who truly edred.

This is a forming community and no one knows more about natural resources or the abuse of them than farmers. It’s the same way with a community. You cannot continually grab everything that the community and its.

Perhaps this might cost you something nowj but if you don’t pay now, you will pay later. It doesn’t moke sense to me, but I guess it did to Mr. Myers and his mi – nority of followers. I graduated from Twin Falls High School.

This year, from July I until now. I have seen nothing about the I reunion that — was held July The committee worked for more than two years to put this together and must be commended for the wonderful job it has done.

What a shame that a weekly publication a few miles down the road the Buht Herald had such’a nice write up and picture about their ycar reunion a few weeks earlier.

As a former resident and frequent visitor. I have another comment. I think the city and county would be doing a great disservice to the res – idents and visitors to this area by allowing a few people’ to monopolize the beautiful sccnciy of the canyon.

Thanks for letting me express my views. Carol Van – Voorhccs, and 1 set up camp using her pick – up camper above Kctchum about three or four miles behind the ranger station. He — never moved far cnough-awavJot-US.

Each time it returned to the. Carol yelled at it, banged on a skillet and finally fired a pistol into the air. Wc knew that if the gun wouldn’t ware it off, wc had trouble on our hands. This time, the bear ran off for enough wc could no longer see it.

Wc didn’t wait for it to come back again. The camping trip was over. It said people should not go camping in terns in that orca imd that all foods should be put inside the vdticlu. Too bod no one.

The best thing to do is to leave the area os quickly os possible and not con – front it iThere ore many people that use that area with no knowledge of the extreme bear dan – ger this year.

Several church ounps ore lo – cated there. Will it require a human life not just an arm and neck before this “camp” bear is considered aggressive and is re – moved or destroyed?

If this is a bad year for Lamar Orton, bears, why not post warning signs, use the Why don’t i because in the back of the book, it says it is up to the planning and zoning administrator. Washington Street, Pole Line, Eastland and Locust and include the bike path in their widening of these streets?

N cr ch ilcHhoulci be treated like this. These children are our future. With all the building, parking and land – scaping problems brought on by our fine servants that have served us for 20 years – laws against child abusers.

This little boy suffered, and now he can rest in God’s hands. It’s time for a change. Let’s get back to the basics for the people. Who better to represent the interests This is the same method of operation that of a group than someono from that group?

There is no telling how many bif – lions the taxpayers lost. The borrowers The irony of your editorial against Diane Sands os head of No on 1 is that it points out numbering in the thousands had no place to the need for civil rights protections for gays.

It is really the largest Ic – ” offensive. That sounds like discrimination galized robbery that ever operate. Very few to’ me. To extend your “logic,” 1 suppose individuals have been arrested and convict – you would argue that groups working.

In other words, the less anty Savings and Loan could be incriminat – powerful should engage in sclf-discrimina – ing. Larceny and burglary’ come in’degrees.

Ethics are ob – past 1 0 years m her capacity os director of viously obsolete. She is os all the folks in Montana quoted in your article said – intelligent, highly skilled, a bridge – builder, ah effective strategist, charming, knowledgeable ofRocky Mountain politics.

Write to us The rimcs-News welcomes letters from readers on subjects of public interest. Each letter should include the writer’s – signature, mailing address and telephone number.

Typewritten loners are preferred, because they allow faster handling with less chance oferror. Letters may be brought to our Twin Falls office, mailed to P. Box, Twin Falls, , or sent by fax to Wc do not publish verse or poetry, and wc generally remove or limit religious quotations.

Articles taken from other pub – lications will not be reprinted. Because of space constraints, please limit letters to words. Longer letters will’ be shortened. The Timcs-Ncws re – serves the right to edit all jeuers.

Hie main stuff processor, you bought a separate. The core of better PCs remains. Next year, Intel Corp. Its impiTct on the mass – generation microprocessor, code – cs may, riot’s! More choices Older chips and components may – PCs.

The PCs themselves will have more colors and shapes. DSPs arc responsible ated matching monitors and key: That means the how much attention people pay to functions of modems, sound bards.

The timber market likely will coniin – ue. Chicago was the most popular destination, for — companies. Atlanta was ‘ bumped to. While corpo – rate downsizings are making just about everyone work harder, psy – chologist Harry Levinson says employees themselves may be adding to their overload.

Last year, Joel Eisenberg was shocked when he saw how much it cosl to call. But he also – found a way out and a new business at the same time. The Kallback computer then ctdls back, provides a U.

The service is a twist on an’ old trick that many people pse placing a collect cul to. Germany AP — German police arrested 41 neo-Nazis in week – end raids aimed In part al cracking down on youths planning to demon-.

Police say neo-Nazis arc planning rallics ncxt weekend to mark the sev – enth anniversary of Hcs. A Hess-day nilly by nco-N;izis last year in Fulda cfcHled a’nalional scandal and cost severaL senior ptilicc off icers Uiei r job.

J iless parachuted into Sc’otlarul’in” British authorities called his death a suicide, Hess’ family claimed he was mutdered. Tung Shubci, said Sunday that a “major break – through” has Iwen reached in promot – ing detente between the two rival gov – – – emments,– t – — The agreements that negotiators reached in’ four days of talks must still be anproved by both govemment.

Previous rounds of talks on these Lssues liavc foundered over dinbrcnce. It has offered to. Police said they were looking for Lee Hcc-kun, 33, president of the Ka. The laws have been enfonxd with.

Most South Koreans revile Kim as the man who started the Korean War, which left million people dead. Kim tud run North Korea with absolute power since the peninsub was divided alter Worid War D and unceriaimyover wlio would succeed him left South Konst with heightened natioaal security concerns.

Modulo spent much of – ‘ his lost years on. Heme la leiag anil move eel wilt fURHimi m.. The stretch ofidaho Highway 24 from Diet – rich to Shoshone also is being seal coated.

Couch said he was nervous about having the transplant performed, but he has since talked with others who have had one. Wailing for a heart transplant is the hardest thing hc’B dealing witlijiow.

Couch said — Two weeks ago. Utilities commission turns down Idaho Power rate: The interim increase fvoiild have allowed Idaho Power to begin taming on its invest – ment in Swan Falls and Milner Dam power plants while a request for a S37 million final Increase is examined, the commission said.

Construction is ongoing on a S The facility Would consolidate emergency dis – paich services tofTluriuUr’COQnitcrand’wcrald provide dispatchers with computerized tech – nology that could track and locate 9 1 1 calls.

Vptfiand on 4 miles ofidaho 77 near Dcclo. Seal coating involves placing crushed rock and a thin layer of liquid asphalt on the road surface to protect against weather and Water damage and to aid vehicle traction.

Compiled from staff reports supporting ilic project because they arc unsure that the counties can affoni the cstimaicd S4. Dowd said Iasi week that problems could have and should have been expected.

Sandner had al – most no experience. He had not been a dispatcher or a policeman. He also said he helped the state of Oregon in – stimic-iis original 91 1 communications system. The sporting goods sign replaced and modi – fied a sign for Cactus Petes casino in Jackpot, Nev: Downtown Twin Falls has little room for both bikes, cars P hearing last week.

Council voted to accept S McCarthy hearing last week. If construction ts ap-, prop. City Engineer Gary Young said the city could find an al-. Avenue would be affected more by, the bike larics.

Aggravated assault Larceny grand theft Child abuse Child abuse Total felonies: Mark Farnter-demonstrates the u With a cardboard – atandin. He recently demonstrated throwing sticks, which include boomerangs, at the Nature.

Throwing sticla arc better than stones for hunting because a throwing stick cuts, a – wldeiswath-whiIc. That makes it easier to Hit a target. Allatls are about two feel long and have a handle at one end and n.

It was used in America earlier than 2. Farmer also demon; – ated boUas. Augusts, ‘SaltXake coimdamM: Before the antelope were takeri to the the professors and thetr stu – dents were allowed to gather blood and tissue samples.

The animals were cap – – tured by nets, released fro’rtt heli – ‘ copters, then transported to the island. The International Olympic Committee is’ set to living being diivcn up. Reid may be th?

But there is no mention of ntympirs in t Itnh sinre the latest hid effort began in the any downside to hfe Olympics. They then will compare the prints of fawns bom after the animals were reintro – duced to the island two years ago to those of their mother and father to de – termine paternity.

The DNA tests will help. They also will-help the profes – sors understand what the females like best in amole: The territories may be a half square mile to one square mile in size, she ‘safd.

They will be-the-firsHo-undergo thq paternity— Continued from Bt Talkington was following the legal halfway houses, the shelters for the advice of CiW Attorney Fritz Wonder – mentally handicapped, the shelters for lieh, who infojmed, the council at last the homclesis-ihe jails and the drug re-.

Most of those things I they have a right to park on the street just mentioned have been put in our in torn of their homes Ideal – is home to the College of Southern Ida – ly. That site of a short-term homeless shelter, may be difficult In the heavily dcvcl – Across the street is the city library.

The council has until’Sqit. The city would forfeit its funding for those – routes if. Three oth’er routes have. The bike lanes would be completed by But, he remains a supporter of bike – ways.

During his stint on the council in the laic’ s, he was involved in the city’s first efforts to establish bicycle ty committee, thinks he may have a solu – tion that will please downtown residents and city officials.

His proposal will be heard today at a 4 p. What Palo Alto eventually decided to do was to place barriers on some streets that Lockh. Local investors played it cooi. Councilman Chris Talkington cite laws Money was not available, however, to that allow the city to regulate use of do the job right, Talkington said.

In TVin Falls, the city could put a few barriers along Fourth Avenue and make the travel lanes into’ the’ bike lanes, he said. Sccsee, of Hammett, 1 1 i. Mcmo – — WhitcAfor lu a ry.

Wood River Funeral Chapel in Hailey. Edward Mullins, of Twin Falls, graveside service, Tues – day, ‘While Mortuary in Twin Falls. Beck, of Bellevue, 11 Allhs Palmer, of Gooding, 2 p.

Death notice George F. Lenker ing County Memorial Hospital. Ernie Tuckness of Paul. Births A son was bom 10 Leticia Leon of Rupert. Bui a few risk-lak – ers profited from betting on a sure thing.

On the agefi’da – r. TJie Times-News suggests hat you confirm the information by. Bliss School Board, 7: Dietrich School Board, 8 p. Eden City Council, 7 p. Gooding County commissioners, 9 a.

Hagerman School Board, 8 p. Hailey City Council, 6 p. Hansen City Council, 8 p. Jerome County commissioners, 9 a. Lincoln County commissioners, 10 a. Minidoka County commissioners, 9 a.

Richfield City Council, 7 p. Richfield School Board, 8 p. Shoshone School Board, 7: Miller was bom In in Boise, the son qf Edith G. He Is survived by his eons. Sunday morning following a lengihy illness.

Church with the Rev. An open house at the Baileyhome just across the street from the church will tollow the memorial service with friends and neighbors Invited. Friends may call at the Farmer.

Buhl, died Friday, August 5. She was reared and. She married Hubert A. Brinkman on March She came to the Filer area in March of Is survived by a son, William Robert Brinkman of Spokane.

WA;-4 sis – ters; 3 grandchildren and 8 great – grandchildren. Ser – vices for Mrs, Brinkman will be held The dty has held sev – eral hearings on the proposed subdivi – sion and its potential impact on area drainage.

Amd as if there were meat to cook. Farmer demonstrated fire-making by heat generated with a bow, stick and. Farmer chattcd-while he caught his breath. IGmberly City Council, 7 p.

Twin Falls School Board, 7 p. Decio City Council, 8 p. Heybum City Council, -7 p. Hollister City Council, 8-p. Minidoka City Council, 7: Murtaugh City Council, 7: Twin Falls County commissioners, 8: Wendell City Council, 8 p.

Malta City Council, 7: This week at CSi The following is a schedule of meetings and events that will take – place this week at the College of Southern Idaho. Drug and Alcohol Awareness Program meets at 6: Science camp continues at 7: Magic Valley Arts Council meets at 7: August 8,’ Timos-Nows, Twin Fulls.

AP — – More than 10 percent of this. Stavnek, was about to begin his senior year its manager of the Douglas High School foot – ball team.. He was a student council member. Bill Moore, Douglas, Wyo;.

On Tuesday evening, Noah had just ended. His brother, Jeremy, and Jeremy’s friend Ryan Willson, both 15, had been spending team. The engineer of the approaching Burlington Northern freight told. He had blown the train’s piercing whistle f?

The engineer said ‘that when he next saw the car, it was slowly crossing the tracks directly In front of the car train. It was not yet dark. Bill Moore of the United Methodist Chiirch. Jcieiiiy and Ryan drew iihmit people.

She deals with hospitals and health professionals every day, but at the top levels. As part of gn education program, Ahrens and other lawmakers have been invited to observe health pro – fessionals doing their Jobs.

She spent a long day at the VA hospital earlier this year with Dr. Jeffrey Swanson, a Hist-year resident foom Tlre: He went immediately Into inten-. Family jnembers gath – ered, and it was apparent to every – one the man was failing fast.

The man died about four hours after arriving at the hospital. They were in the emergency looih in the early evening when a front-desk staffer told her a lot more people seem to come in for help during a full moon.

What she saw was more of the frustration of practicing medicine. But 12 hours inlb the shift, she remained fascinated by the process. A familiar visitor to the hospital came in bleeding from an ear.

He was described as a heavy drinker who hurt himself in a fall at a nurs – ing home. A nurse had to hold him down while his car was stitched, and Ahrens helped by holding an arm. She tried to nap for a couple of – hours, but it was difficult.

Ahrens’ came across a year-old man who had cracked a rib in a fall. He wanted to go home, but hospital. Symptoms of the budget, problem – abound: Angove said he may – have to start closing parks within three years.

I’d say two years. The fire, burning in the Shceprock and Deep Creek mountains, was 49 percent con – tained Sunday with full contain – ment projecied-for late Monday for’iwoof the three fires mak – ing up thc-complex.

Though additional crews and equipment have been ordereJ, they have been slow to arrive. Firefighters were expected to work hour shifts, said Interagency Fire ‘ Center spdkcsmun Dick Kline.

The Black Willow Fire grew from 2, acres to 4, acres overnight. The fire, seven miles east of Oak City is continuing to move cast toward Inforstalc.. The Black Willow blaze was not threatening structures, but ii.

The fire jumped a firp line Saturday, forcing the evacuation of at least one home on tbc’outskirts of Garden City. With the weather remaining an ally, firefighters concentrated on slowing the blazes with water dropped fro.

City Administrator Mike Cecka said. McCall – were warned ‘ Friday to he ready to evacuate. Bin the Bfockivcll burn continued to, move to the north, away from lie water.

Wind was causing it’io: No containment lihic had been fore – cast. Some firefighters were on the blaze, and campers at Granite Like were evacuated due to uncertain fire conditions,. Officials said the Warm Springs fire had held at 2.

Road and upper I’ayeiic Lake. OOO acres in the Boise National Forest, with the North Fork fires still blaze once threatened expensive waterfront homes un Lake Chelan, hundreds of residents planned lo galh-‘ cr at Don Morse Park and dash into the water to celebrate a hoped-for return to normalcy.

Many visitors left town or canceled reservations after the Tyce Creek fire broke out during a spate of thunderstorms July 24 that sparked scores of fires in Eastern Washington. As you can see.

Reis had no fimt figures on finan – cial losses caused by the loss of tourism, but sttid it was several mil – lion dollars a day for all of Chelan County, including olher tourist towns such as Leavenworth.

Incident commanefer Dave L-iebcrsbacli said no structures were in danger as Ihc fire was moving away from Idaho City, More than soldiers from I’orl Hood. Texas are the only crews man-, aging the 2.

The fire was contained Wednc. Dahl would love to unload, them — if,. Corp – of America, thv only recycling collection company in Utah that ‘ accept’Tglnss. Tnufacturers–who lurTi the trash into new prixlucts.

Utahns recycle just half us much as the rest of the nation. Tlic NRC estimates it alwut 20 percent today. Safi Lake City’s administrative find a buyer and break even “jusllo get Other Utah recycling companic.

Dahl had a market in Brewery Co. The cost Rcnolds wxs forced to close its Sail depends solely on Recycling Corp. It cunetitly recycles only dear lines its kiln.

But last year, the incincra Tliat may change, however, thanks lo a year-old law that has, more than doubled tipping fees at landfills throughout the slate. Rather than spend the money, more residents arc recy – cling, Wallace said.

But Dahl’ says it’s not enough. Utahns waiil lo recycle, he said, as evi – denced by he monumental pile of glass at Recycling Cotp. But transportation and quantity problems remain. The non-profit organization based in Tueszon.

It alstj coordinates efforts between several counties to allow them 16 pool their recy – clable materials. Wc try lo’provldc cooperative market – ing programs so we can gel the quantity up. SPRA works with Bountiful.

The millions of-iourists ihat. The program is run mostly by volunteer and depends on the manpower of SPRA. It also managcs scheduling, transportation, billing and pay – ments and guarantees steady prices.

AP cm and already is in its third — Deborah Hopkinson didn’t printing. Tlic book has sold about worry much about. OOO so far in roy – Hopkinson, who is white, felt allies. Andrew Freedom Quilt”- after hearing a Thomas, and children still lived in radio program about slaves who Hawaii.

That’s where he met Don Seiki. Ihc brutality and the racism. The government ordicred their, dclcnilon, saying they presented a. And finally, he sister.

He remembers well the con – said. He was in his early Some of the conventioneers 30s when he and his wife were interned at Heart Mountain, Wyo. Now living in Washington, D.

Both men said that when the governmeni’agreed to compensate them The apology from President Bush meant more. But neither the apology nor the money will erase the psychological scars left by interning Japancse – Amcricans.

Register children NOW for transportation to school. With courtsidc temperatures reaching degrees, the Stars won a match that featured three tiebreakers. Points are awarded, for each game won.

Devening avenged the win with a S-2 victory over Jon Leach in men’s single. Navratilova then increased the Icad. Hobson’s latest contact with Alabama officials came last week when he and football coach Gene Stallings discuiised Michael Coleman, a center fielder who – playrfor the.

Red Sox rookic tcam, the. Hobson and Stallings had talked about Coleman’s future in baseball and football. The Boston Globe on Saturday repon-. Games at 9 a. Axtman, a sin – added uyo hits uml three run.

Post glc by Hamilton and four walks. Falls game at 7: Mourning, SliawTi Kemp and Lany Johnson made 32 of 43 shots in a victoiy in the iitial game of the preliminary round at the World Qtnmpioadtip of Basketball.

Already assured first place in its pool,’ the United States has. But os’it methodically moves toward a gold medal and a world lilk. Dream Team II is just l-for-3 in matching the domination of the original Dream Team, which rolled to the Olympic gold med?!

I, it was a slowdown game. Brazil was gunning for us. The United States led by double figures most of they way. But tiie inability to hit from outside kept the Americans from pulling away os they finished far under their average of Rolando Fer – ‘ rcira scored 23 points and Paulo dc Almeida 1 9 for Brazil.

Next up for the Americans is Australia, he second – place finisher in Pool B. Rogc’rio Klalke closed Brdzi! A rematch between thc’TFTA July’ tourney’s top women was a feature pre – sentation in the weekend tournament.

Whitney and her partner,- Connie Maughan, won-lhc match and the title, outscoring Dingman and Kathy Metzger. Andrew Crane downed Dave Little, , in the Men 4. Other ‘Championship match results – are as follows: He’s hittihg os if the end wav this week..

You guys can write it and say it and do whatever you want to do with it. I’m just go – ing to go out there and pliiy baseball and I’m not going to worry about it. I and you Idok up and you’re at.

I’m not going to worry about it. Strike or no – strike, we’ve got to get it going. I’m not, at all happy with the way we’ve played. He walked two and stnick oiii eight.

It could’ve been his last start. Kevin Foster took the loss. Selig reduces estimate of teains to Jose money Uw Assodflted Press on network talk shows. Management, too, prepared for a strike. John Harrington, the chief ex – ecutive.

Tliey wouldn’t have to pay his S I’vd puiu my Fairbanks edges past Wartluft, McKean. Lap speeds for the Wiaston Cup cars were about Once they were racing, though, it turned out to be quite a show.

Even, at the start of. He knows – how town. Oag for their The B Heat saw Mike Evelclh – take the. This allowed Charles Lcgg to. Wartluft was the winner of the trophy dash.

Despite all, QUalc maintained his commanding poinl lead in the season points championship battle. Jim Coulson led tO’the checkered – flag for the – firsCof three events he would win for the evening.

Rick Kraft of Oregon City. Oregon was the quick qualifier at Jim Robinson of Twitv Falls led the first three laps of the main event before being over – taken by Kraft. Mm C o iafc iK.

Kyle Morgan and Eric Hamms’? Continued from B5 but walked nine. CWavn 4 and CnlB: Oaiaiian – – TI A-3I. Sil8K0 Crag Krafl actaSea-oi. Ut Jm CcBwt I U3e4 hmShadwi StiaaOiWaar.

Summcrfield and a triple by Greg – Schclhaas drove in a total of three runs in the fourth inning, making the score The Cowboys held the Senators to one run until the bottom of the ” sixth when Boise scored three runs olT of one hit and two Twin Falls errors.

Boise lied the game in the bottom of the ninth – on a triple by Kalk. Pnea 9. S2 Of AAtM 4. Vivra 14 00 3. A30 UatailMu Rai4fP Shay – la Thompson, , rMon 4. Carlos Meza 4- na Peterson def.

Perry, Donovan Adflel d def. Matt Fu ll er Andy No ble. Connie Maughan, Carlos Moza, 7-S – Marv Ho ao But ‘ sides exchanged angry salvos Milwaukee Brewers owner Bud Splig.

Whatever ploy each sii: Yorkis Perez, who struck out Todd for his fifth hit and the Pirates blew JCarros and Rodriguez hit consccu – ””here the Major League said, “We’re a greater part of a whole.

Baseball Players Association has its We tyerc a very active part in. Montreal won its third in a row Robb Nen pitched the ninth for his The two teams stranded 28 run – fastest team to draw 3 million fans, union joke about the coming games of percent supportise.

We made a deci – , phia Phillies pilcli – cr Cun’ Schilling. Montreal won its third it and leads the majors with a ISthsavc. This mav sounc sibn quite u way back that revenue record.

Pete Smith took the loss for St. Louis — on 29 hits as the”two their 52nd. John Kruk went 2-for-4 with two the Mets, who did not get a runner to hnllnens took turns giving the game record set on their 53rd date union team Hid, “but it feels like It s a comprehensive approach.

Whatever is going it’s totally reasonable. It is the first time ners in scoring position. The Pirates salvaging the final to happen will happen,” , , Public relations requires negotiating since August that they have Ipst game of the three-game series load – ‘Astros 7, Giants 4 Ownership s push for ii salary wp – sessions to be held on the ey e of the four in a row at Veterans Stadium.

Paul Wagner 7- roiiv. Drabek wqni 2-for-3 and Craig” ntttss – on the players’ Aug. I – keep sole possession of first place in the. In the second game, Omar. On a two-run homer in his first at-bat, a Sept; Monster in left field.

It was his 36th of string. Jay Buhner homcred, singled and average to-J He was thrown out of droye in four runs for the Mariners, the game in the I2th after arguing with Royals rookie Bob Hamelin hit his an umpire about a fair-or-foul call.

JefT Russell pitched two in – The Moririen won for the fifth time nings for the win. The Red Sox scored three runs m. Onirland blislered Kenny Rogers for braised finfer, end die qncogo.

Joey Coni singly home against Califoniia on July 28, – tKf fti-awwilf no mn in ihfl 12th: Alex Cole walked and Kirby ‘Ptickett had a sacrifice fly: RBIs in four games since an; nouncing Thursday that he will retire afto – the season.

Dave Stevens pitched 0 perfect inning for the victory and Rick Aguil – era earned his 22nd save. Mussina scattered six hits through eight innings. Gibson coimectcd on a pitch for his 23rd hom e, run.

Players keep coming back to the same basic question — why? Why in the world would own-. What in the world dojhcy hope to accomplish? I don’t roaliy-havo-an-answcr-to-that,- unless it is to force a strike os soon os possible.

It did not occur to 3-any-of-U9-tli6t-the-owners-would – cven consider a. We have yet to see any indicatioas of that. The relationship is fraught with. How do you respond?

Wo don’t want them to strike. The Committee has not approved any nominee for inclusion on our proxy card for the Annual Meeting other than Dr. We have not paid a fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominees.

Communications with the Board. The Board has adopted resolutions to provide a formal process by which stockholders may communicate with the Board, whether for the purpose of recommending nominees for election to the Company’s Board of Directors or for other purposes.

The process adopted by the Board permits stockholders to communicate with the Board either in writing, addressed to the Board at the Company’s headquarters at South East, Salt Lake City, Utah, or by e-mail, sent to boardofdirectors overstock.

All communications from stockholders regarding matters appropriate for stockholder communications with the Board and delivered as described will be delivered to one or more Board members. The determination whether a communication involves a matter appropriate for stockholder communications with the Board is made by either the General Counsel or the President.

Our policy is that Board members should attend annual stockholder meetings if reasonably possible. All members of the Board other than former member Mr. Byrne attended the last annual stockholders meeting, which was held in May We have adopted a code of ethics that applies to all of our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

We will provide a copy of the code of ethics to any person without charge, upon request. Requests for a copy of the code of ethics may be made in writing addressed to: The Board has established a written policy and procedures for the review, approval or ratification of related party transactions.

In determining whether to approve or ratify a related party transaction, the Audit Committee takes into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable to us than terms generally available from an unrelated person under the same or similar circumstances, and the extent of the related person’s interest in the transaction.

No member of the Audit Committee may participate in any approval or ratification of a related party transaction in which such member is a related person, other than to provide all material information regarding the transaction, including information regarding the extent of the member’s interest in the transaction, to the Audit Committee.

If a related party transaction will be ongoing, the Audit Committee may establish guidelines or other parameters or conditions relating to our participation in the transaction.

The Audit Committee may from time to time pre-approve types or categories of transactions by related persons. Set forth below is certain information regarding the nominees for election and all other directors of Overstock whose term of office continues after the Annual Meeting.

For more than the last five years Mr. Tabacco litigates antitrust, securities fraud, commercial high tech, and intellectual property matters. Since entering private practice in the early s, Mr. Tabacco has served as trial or lead counsel in numerous antitrust and securities cases and has been involved in all aspects of state and federal litigation.

Prior to, Mr. Tabacco served as senior trial attorney for the U. Tabacco frequently lectures and authors articles on securities and antitrust law issues and is a member of the Advisory Board of the Institute for Consumer Antitrust Studies at Loyola University Chicago School of Law.

The specific experience, qualifications, attributes or skills that led the Board to conclude that Mr. Tabacco should serve as a director in light of our business and structure were his extensive experience as a practicing attorney, litigating in the fields of securities fraud, corporate governance, general business litigation and antitrust litigation, including substantial litigation on behalf of investors, including public pension funds and other institutional investors as well as individual investors, in a wide variety of cases involving publicly traded companies, as well as his familiarity with state and federal competition laws and intellectual property rights.

Abraham has served as a Director of Overstock since March and is currently the President and Founder of The Newton School, a private, non-profit elementary school located in Sterling, Virginia.

Prior to joining LifeMinders, Ms. From February to April, Ms. Abraham was President, Chief Operating Officer and a Director of Shoppers Express, an online grocery service, and also served as Vice President of Sales and Marketing for several months prior to her promotion.

From to, Ms. Abraham held several marketing and management positions at Ameritech Corporation. She was employed at American Express Travel Related Services in New York City from to, focusing on the launch of new products and loyalty programs.

The specific experience, qualifications, attributes or skills that led the Board to conclude that Ms. Abraham should serve as a director in light of our business and structure were Ms.

Mitchell has been a director since October Hamblin Watsa is responsible for managing the investments of Fairfax Financial. From to, Mr. Mitchell was a director of Odyssey Re Holdings Corp.

Prior to joining Hamblin Watsa, Mr. Mitchell also has experience in the healthcare industry, having served as a Director of Research and Federal Relations for the Federation of American Health Systems from to, and as Director of Research for the Health Industry Manufacturers Association from to In, he co-founded Research from Washington, which advised large institutional investors on the outlook and economic impact of legislation and federal government initiatives.

Mitchell started his career in with the Washington, D. He has a B. College and an M. Mitchell also represents Fairfax, which is one of the Company’s largest stockholders. Simon joined Overstock in December In the past ten years she has served in a variety of critical positions, including managing each of the following departments at various times: Business-to-Business, Public Relations, Books, Music, Movies and Games, Co-op Sales, Travel, Customer Care, the Website, both on-line and off-line marketing including branding, the mobile platform, social media, emerging business auctions, cars, real estate and the warehouse.

She routinely serves as the ‘customer’s voice’ on the management team. Simon should serve as a director in light of our business and structure were her substantial experience managing numerous aspects of our business and her lead role in our marketing and branding.

Byrne has served as our Chief Executive Officer principal executive officer and as a Director since October, as Chairman of the Board from February through October, and since July From September to May, Dr.

From until its sale in September, Dr. From to the present, Dr. Byrne has served as a Manager of the Haverford Group, an investment company and an affiliate of Overstock. The specific experience, qualifications, attributes or skills that led the Board to conclude that Dr.

Byrne should serve as a director in light of our business and structure were the following. He has served as our chief executive officer the entire time, and has also been directly in charge of marketing, merchandising and other senior executive management functions from time to time.

In addition to being the Company’s founder, largest stockholder and chief executive officer, Dr. Byrne has led and continues to lead the development of the Company’s evolving business model.

Corbus has served as a Director of Overstock since March Corbus was in the investment banking group at Donaldson, Lufkin and Jenrette. Corbus should serve as a director in light of our business and structure were the following.

Corbus has substantial experience in finance as well as management and strategic business planning, including experience analyzing and evaluating corporate business plans, capital structures and needs, and debt, equity and hybrid financing alternatives.

Corbus also has substantial direct experience in strategic planning. The members of the Compensation Committee during were Barclay F. Corbus Chair, Allison H. The Compensation Committee administers our executive compensation program.

The Compensation Committee, which is composed entirely of independent directors, is responsible for reviewing and approving our compensation policies, for reviewing and approving all forms of compensation for our executive officers, including our Named Executive Officers, for administering our incentive compensation programs, for approving and overseeing the administration of our employee benefits programs other than medical benefits programs, and for providing insight and guidance to management with respect to employee compensation and retention generally.

Following is a discussion of the objectives and implementation of our executive compensation programs. The Compensation Committee operates under a charter adopted by the Board of Directors.

The Compensation Committee periodically reviews the adequacy of its charter and recommends changes to the Board for approval as it considers appropriate. The Compensation Committee meets at scheduled times during the year and also acts upon occasion by written consent.

The Compensation Committee reports on its activities and makes Compensation Committee recommendations at meetings of the Board. The Compensation Committee reviews comparative executive compensation information from.

Additionally, from time to time, the Compensation Committee reviews other human resource issues, including qualified and non-qualified benefits, management performance appraisals, and succession planning.

Our Chief Executive Officer, our President, our Senior Vice President, Finance and Risk Management, our Senior Vice President, Human Capital Management, and our other executive officers make recommendations and participate with respect to compensation decisions concerning other executive officers.

The Compensation Committee has not delegated any of its authority to any other person. At the annual stockholders meeting, the stockholders voted, on an advisory basis, to approve our executive compensation.

The Compensation Committee considered the results of the advisory vote in early in connection with its determination of our executive compensation policies and decisions regarding executives’ salaries, bonuses, and equity grants under the Equity Incentive Plan.

While the Compensation Committee viewed the favorable vote as validation of our executive compensation, the Compensation Committee’s consideration of the advisory vote did not affect the Committee’s decisions.

At the annual stockholders meeting the stockholders also voted, on an advisory basis, to approve the Board’s recommendation that future advisory votes regarding our executive compensation be held once every three years.

We have determined to follow the stockholder vote. Our executive compensation programs seek to attract and retain highly competent executive management who will build long-term economic value for the Company.

Our general compensation philosophy for our executives is that our executives’ cash compensation should generally be at levels that are reasonably comparable to those paid at comparable companies, and that our executives’ opportunities for more significant compensation should be tied closely to our performance.

We strive to maintain an egalitarian compensation structure among our senior management team, as we believe that paying most of our executive team the same annual compensation package except for our President, who is paid slightly more, and our Chief Executive Officer, who is paid substantially less fosters an environment of teamwork that benefits the Company.

We also try to foster an environment in which management leads by example. For example, our Chief Executive Officer refused to accept any salary from our inception until the beginning of and has never accepted a cash bonus.

Further, at the recommendation of our senior management team, none of our executives received any bonus payment with respect to Our annual bonus pool plans are designed to pay for performance, and bonuses paid to the Named Executive Officers with respect to were paid in accordance with the Bonus Plan, without any adjustment by the Compensation Committee.

The objectives of our executive compensation plans and programs are to: Our executive compensation policy is designed to reward decisions and actions that have a positive effect on our financial performance and long-term stock value, and to balance short-term and long-term goals.

In the past we used a performance share plan and the periodic grant of stock options. We believe that periodic restricted stock unit grants made over a number of years will have the desired effect of providing appropriate incentives tied to the market price of the common stock over a long period of time, without encouraging short-term or inappropriate management decisions.

We use an annual cash bonus pool as a pay-for-performance program. The cash bonus pool is intended to provide economic incentives to the Named Executive Officers as well as other employees on an annual basis.

The objective is to provide an annual cash incentive tied to our annual performance. The actual amount, if any, paid to each Named Executive Officer is subject to potential adjustment, upward or downward, depending on the Compensation Committee’s subjective evaluation of the contributions made by the executive.

The accounting and tax treatment of particular forms of compensation generally do not affect the Compensation Committee’s compensation decisions. In setting the amounts of each component of a Named Executive Officer’s compensation and considering his or her overall compensation package, the Compensation Committee periodically reviews the history of each executive’s salary, bonuses and equity-based grants in prior years.

In setting salaries, the Compensation Committee did not benchmark the salaries, but reviewed market data to ensure that it was aware of current compensation practices. We selected these four companies because we believe that public companies based in Utah are the most likely competition for our executives, and those four had revenues reasonably similar to our revenues.

We selected those six companies because they are Internet retailers. The Compensation Committee’s review of the Utah Companies and of the Internet Retail Companies ultimately did not have any effect on the salaries of the Named Executive Officers, none of which were changed from except that we began paying our Chief Executive Officer, Patrick M.

Prior to Dr. Byrne had never accepted a salary. Role of Compensation Consultants. Neither the Company nor the Compensation Committee retained or used any compensation consultant in connection with reviewing or setting compensation for our Named Executive Officers or other executives or employees.

The elements of total compensation for which our named executive officers identified in the Summary Compensation Table below the “Named Executive Officers” other than our Chief Executive Officer the “CEO” were eligible during were as follows: Each of these elements is discussed below.

Prior to, our CEO had never accepted a salary. He also has never participated in any of our bonus plans or otherwise received any bonus. The base salaries of the Named Executive Officers are reviewed by the Compensation Committee annually.

The Compensation Committee determined that, except for our CEO as described above, no changes to any of the salaries of any of the Named Executive Officers were appropriate. The salaries are discussed below, and salary income for each Named Executive Officer for calendar year is reported in the Summary Compensation Table.

In January, the Compensation Committee also approved a management bonus pool plan the ” Bonus Plan”. The Bonus Plan was a discretionary bonus pool plan, subject to adjustment, upward or downward, by the Compensation Committee after results became available, although no such adjustments were made.

It was a Company-wide plan, with a portion of any bonuses payable thereunder expected to be paid to the management team, including the Named Executive Officers. The management team consisted of approximately 18 officers, including the Named Executive Officers.

For purposes of the Bonus Plan, the term “Measurement Amount” meant net income adjusted for depreciation and amortization, stock-based compensation expenses, capital structure expenses, expenses incurred in connection with our prime broker litigation and related matters, capital expenditures, restructuring charges, and other miscellaneous expenses.

The Bonus Plan was not based on achieving any particular target. Bonuses paid with respect to were paid in accordance with the terms of the Plan, without any upward or downward adjustment by the Compensation Committee.

Allocations to Named Executive Officers were not based on subjective factors except that the Compensation Committee believes that more senior officers should be paid larger bonuses than more junior employees, based on the contributions made by each of them to the leadership of the Company.

The actual bonus payments to the Named Executive Officers were as follows: Byrne declined to participate in the Bonus Plan. We use the grant of awards under our Equity Incentive Plan to provide long-term incentive compensation opportunities to our key employees, including the Named Executive Officers.

The plan was most recently reapproved by the stockholders in and provides for the grant of awards, including qualified and non-qualified stock options to purchase shares of our common stock.

Accordingly, options granted under the plan have no intrinsic value unless the market price of. We have not granted any options since The plan also provides for the grant of restricted stock awards and other types of awards, although prior to we had not made any such awards.

The plan is designed to provide at-risk incentive compensation that aligns management’s financial interests with those of our stockholders and encourages management ownership of our common stock.

Beginning in, the Compensation Committee has approved annual grants of restricted stock units under the plan. The Compensation Committee determines the number of restricted stock units to be granted to key employees, including Named Executive Officers, based on a recommendation of management including the active participation of the Chief Executive Officer and the President, by determining the aggregate amount it considers appropriate for the entire group and allocating the awards on the basis of management’s recommendation and the Compensation Committee’s subjective views of the relative ability of key employees or groups of key employees to make positive contributions to the Company.

We generally make equity grants to key employees, including Named Executive Officers, annually at a regularly scheduled Compensation Committee meeting typically held in January or February of each year, but otherwise have not adopted any specific policy regarding the amount or timing of any stock-based compensation for employees under the plan.

We have never backdated or repriced options. The aggregate grant date fair value of equity-based awards is set forth in the Summary Compensation Table. We maintain a k plan, in which Named Executive Officers may participate.

We did not make any profit-sharing contribution relating to salaries. The amounts of matching contributions and profit sharing contributions allocated to our Named Executive Officers are set forth in the Summary Compensation Table.

Participation in the k plan is available to employees on a non-discriminatory basis. Health and Welfare Benefits. We provide health, life and disability insurance and other employee benefits programs to our employees, including our Named Executive Officers.

Our employee benefits plans are provided on a non-discriminatory basis to all employees. Nonqualified Deferred Compensation Plan. We have a nonqualified deferred compensation plan for senior management the “Deferred Compensation Plan”.

The Deferred Compensation Plan, which is described in more detail below, allows participants to defer receipt of compensation otherwise payable to them under our existing compensation plans, and also permits us to make discretionary contributions to participants’ accounts.

We have never made any discretionary contributions to participants’ accounts. The three elements operate independently of one another, although in setting them, the Compensation Committee considers the value of each component and the total value of the compensation package being provided to each of the Named Executive Officers, as well as the history of each officer’s compensation package.

The Compensation Committee maintained the salaries of the Named Executive Officers other than the CEO at levels because the Committee determined that, except for our CEO as described above, no changes to any of the salaries of any of.

The Committee believed that the salaries, together with the rest of the compensation packages, were sufficient to retain the services of the Named Executive Officers and to keep their salaries within a reasonable range of the median cash compensation paid by the companies reviewed by the Compensation Committee, but would not be more than the amount necessary to achieve those objectives.

As described above, in January the Compensation Committee also approved a management bonus pool plan the ” Bonus Plan” , in which the Named Executive Officers were eligible to participate.

The Compensation Committee’s intention was to establish the pool and the amounts the Named Executive Officers might be expected to receive if the Company were to achieve its plan objectives at levels that would produce meaningful bonuses for the Named Executive Officers and other participants.

The Company did not achieve its plan objectives, and the bonuses paid under the Bonus Plan reflected the year’s results. We granted restricted stock units to our Named Executive Officers and other key employees in early to provide long-term incentive compensation tied directly to the price of the Company’s common stock.

They are also intended to provide reasonable incentives tied to the price of the Company’s common stock, which we believe to be in the best interests of stockholders generally. We determined the number of restricted stock units to be granted to the Named Executive Officers by choosing amounts we believed would provide meaningful economic incentives to the Named Executive Officers, but without being more than the amount necessary to provide those incentives.

The k plan contributions and the health and welfare benefits we provide are intended to help make our overall compensation packages more attractive to all our employees, including our Named Executive Officers.

Risks of Our Compensation Policies and Practices. We periodically analyze and evaluate risks arising from our compensation policies and practices, and have concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on us.

The Deferred Compensation Plan allows participants to defer receipt of compensation otherwise payable to them under our existing compensation plans, and also permits us to make discretionary contributions to participants’ accounts.

Participants are permitted to select from a limited number of investment alternatives available under the Plan. We may, though we have no obligation to, make discretionary contributions on behalf of a participant in the Deferred Compensation Plan, in such form and amount as we deem appropriate.

To date, we have not made any contributions to the Deferred Compensation Plan on behalf of any Named Executive Officer. No above-market or preferential earnings have ever been paid on any compensation deferred under the Deferred Compensation Plan.

Byrne had refused to accept any salary, and he has never accepted any bonus. The Compensation Committee maintained salaries for the other Named Executive Officers at the same rates paid since, as follows: At the same time the Compensation Committee approved bonus payments to the Named Executive Officers pursuant to the Company’s Bonus Plan as follows: The information reviewed had no effect on the decisions to hold executive salaries constant in In January the Compensation Committee also approved the grant of restricted stock units under the Company’s Equity Incentive Plan to employees of the Company, including the Named Executive Officers.

The number of restricted stock units granted to Named Executive Officers were as follows: The bonus pool plan the ” Bonus Plan” is a discretionary bonus pool plan, subject to adjustment, upward or downward, by the Compensation Committee after results are available.

The Bonus Plan is a Company-wide plan for key contributors to the Company’s results. The management team consists of approximately 15 officers, including the Named Executive Officers.

For purposes of the Bonus Plan, the term “Measurement Amount” means net income adjusted for depreciation and amortization, stock-based compensation expenses, capital structure expenses, expenses incurred in connection with our prime broker litigation and related matters, capital expenditures, restructuring charges, and other miscellaneous expenses.

The Bonus Plan is not based on achieving any particular target, and the amounts, if any, payable to each of the Named Executive Officers are not determinable at present. These amounts were estimated based on assumptions that the Named Executive Officers would each receive the following percentages of the total executive team bonus pool: These percentages are estimates only.

Neither these percentages nor the actual amount, if any, of any bonus pool or bonus that may be paid under the bonus pool has been or can be determined at present. Timing of Equity Awards.

We did not grant any stock options to any of our Named Executive Officers during We do not have any program, plan or practice to time option grants, restricted stock unit awards or any other equity awards to our Named Executive Officers or to any other employee in coordination with the release of material non-public information.

The Company’s Board of Directors and Board committees,. Meetings of the Compensation Committee are generally held in connection with the regularly scheduled Board meetings. The meetings are scheduled in an effort to meet a number of different timing objectives, including the review of financial results and the review of press releases and filings containing financial results.

If the Compensation Committee approves equity awards at future regularly scheduled meetings, those awards may be made shortly before or after the public release of financial results or other material information.

However, if that were to occur, it would be as a result of the fact that the Compensation Committee holds its meetings in connection with the Board meetings, not as a result of a program, plan or practice to time option grants or other equity awards.

We also do not set the grant date of any equity awards to new executives in coordination with the release of material non-public information, and we have not timed, and do not plan to time, the release of material non-public information for the purpose of affecting the value of executive compensation.

Severance And Change of Control Arrangements. None of our executive officers has any contractual right to any severance or change of control payments under any employment or severance agreement.

Our executive officers hold options and restricted stock units issued under our Equity Incentive Plan, and the vesting of awards issued under the plan may be accelerated, under certain circumstances, upon or in connection with a change of control of the Company or upon the termination of the employment of the holder within a period of time after a change of control has occurred.

The Equity Incentive Plan provides that in the event of a merger or change of control as defined in the plan outstanding awards shall be assumed by the successor or an equivalent award shall be substituted, or the award shall vest and the participant will have the right to exercise the award.

In addition, as described above, our Deferred Compensation Plan allows participants to defer receipt of compensation otherwise payable to them under our existing compensation plans, and also permits us to make discretionary contributions to participants’ accounts.

Participants are fully vested in all amounts deferred and any earnings or losses on those deferrals at all times. Upon termination of service due to retirement, disability or death, a participant becomes fully vested in any additional amounts, including any discretionary contributions we make, credited to his or her account.

The Company has a policy prohibiting directors, officers and other employees and members of their immediate families from engaging in short sales of the Company’s stock or otherwise engaging in any transaction intended to hedge against or profit from any decrease in the market value of the Company’s securities.

The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed it with management. Corbus Chair Allison H. Compensation Paid to Executive Officers.

We refer to these individuals throughout this proxy statement as the “Named Executive Officers. No bonuses were paid relating to Bonuses shown for were paid in February and relate to Bonuses were paid under our annual bonus pool plans.

Our Compensation Committee had the discretion to make adjustments, upward or downward, to the amounts of any bonuses paid under these plans, although no such adjustments were made with respect to bonuses.

Grants of Plan-Based Awards. Option Exercises and Stock Vested in The following table sets forth information concerning stock awards that vested during the last fiscal year with respect to the Named Executive Officers.

No Named Executive Officer exercised any options during The following table sets forth information concerning our nonqualified deferred compensation plan for senior management.

Participants are permitted to select from a limited number of investment alternatives, which are identified below. The investment alternatives were selected by the Company. Subject to plan restrictions and subject to prior distribution as a result of retirement, separation from service for other reasons, disability or death, and subject to other restrictions, each participant designates the timing of his or her distributions and whether payment is to be made in a lump sum or in equal annual installments over a period of up to five years.

Subject to various restrictions, a participant may periodically change the timing of his or her distributions. Peterson were reported in the Company’s Summary Compensation Table as compensation for previous years.

The aggregate earnings were calculated based on the actual return on the following funds or securities: American Century Equity Income Fund actual return: Common Stock actual return: We also grant options or restricted stock unit awards to our non-employee directors, generally at the first Board meeting after the director first joins the Board, and then periodically thereafter.

In we granted restricted stock units to our non-employee directors as follows: The Board’s determination of the amount of restricted stock units that non-employee directors receive has two components.

The first is the amount of time and effort the directors are required to devote to the Company’s business. In evaluating this, the Board takes into account the fact that the independent non-employee members of the Board are also members of the Audit Committee, the.

Compensation Committee, and the Nominating and Corporate Governance Committee, and takes into account the time and effort the directors devote to their Board and committee responsibilities.

The second component is the Board’s perception of the approximate value of the grant of the restricted stock units, based on the recent and historical market values of the underlying common stock, and considering the restricted nature of the grants.

The Board attempts to establish the annual grant at a level that, together with the quarterly cash compensation paid to the non-employee directors, provides fair compensation to the non-employee directors for their services to the Company.

On an annual basis, the Company’s Chairman and Chief Executive Officer has historically made recommendations regarding the restricted stock unit grants, and the Board members have discussed the proposals.

Neither the Board nor any committee nor the Company has retained any consultant or other advisor to make recommendations or otherwise be involved in decisions regarding the compensation of the non-employee directors.

We have a Non-Employee Directors Nonqualified Deferred Compensation Plan, which allows directors to defer receipt of compensation otherwise payable to them under our existing compensation plans. We also reimburse our directors for out-of-pocket expenses incurred in connection with attending Board and committee meetings.

Consequently, no portion of the stock award to him did or will vest. Acceleration Upon Change in Control. No Named Executive Officer is entitled to any payment or accelerated benefit in connection with a change in control of the Company, or a change in his or her responsibilities following a change in control, except for accelerated vesting of stock options and restricted stock units granted under our Equity Incentive Plan.

The Equity Incentive Plan has complex definitions of “change in control” and resigning for “good reason. Generally speaking, a resignation is “for good reason” if it results from: If stock options or restricted stock units are not assumed or substituted with stock options or restricted stock units of the surviving company, they vest immediately upon a change in control.

Neither options nor restricted stock units accelerate upon retirement, death or disability. The following table shows the estimated potential aggregate amounts our Named Executive Officers could have realized from stock options, restricted stock units and Deferred Compensation Plan account distributions if their employment had terminated as of the last business day of fiscal, both including and excluding amounts from accelerated vesting of stock options and restricted stock units as detailed in the table above.

As described above, in December we adopted a Deferred Compensation Plan, which allows participants to defer receipt of compensation otherwise payable to them under our existing compensation plans, and also permits us to make discretionary contributions to participants’ accounts.

Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act of, as amended, or the Exchange Act of, as amended, that might incorporate this Proxy Statement or future filings with the SEC, in whole or in part, the following report shall not be deemed to be incorporated by reference into any such filings.

The following report concerns the Audit Committee’s activities regarding oversight of the Company’s financial reporting and auditing process. The Audit Committee is composed solely of independent directors, as defined by Nasdaq rules, and operates under a written charter adopted by the Board of Directors.

The composition of the Audit Committee, the attributes of its members and the responsibilities of the Audit Committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees.

The Audit Committee reviews and assesses the adequacy of its charter on an annual basis. As described more fully in its charter, the purpose of the Audit Committee is to provide general oversight of the Company’s financial reporting, internal control and audit functions.

Management is responsible for the preparation, presentation and integrity of the Company’s financial statements, accounting and financial reporting principles, and internal controls and procedures designed to ensure compliance with accounting standards, applicable laws and regulations.

The Company’s independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board.

The Audit Committee serves a board-level oversight role, in which it provides advice, counsel and direction to management and the independent registered public accounting firm on the basis of the information it receives, discussions with management and the independent registered public accounting firm and the experience of the Audit Committee’s members in business, financial and accounting matters.

Among other matters, the Audit Committee monitors and approves the activities and performance of the Company’s independent registered public accounting firm, including the audit scope, external audit fees, auditor independence matters and the extent to which the independent registered public accounting firm may be retained to perform non-audit services.

The Audit Committee has authority and responsibility for the appointment, compensation, retention and oversight of the independent registered public accounting firm. The Audit Committee also reviews the results of the external audit work with regard to the adequacy and appropriateness of the Company’s financial, accounting and.

In addition, the Audit Committee generally oversees the Company’s internal compliance programs. Management has represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles.

The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards No.

The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence.

Members of the Audit Committee Allison H. Abraham Chair Barclay F. Applicable percentages are based on 23,, shares of. Voting and dispositive power are shared. Chou for information about the beneficial ownership of our common stock by Mr.

Byrne’s shares include 1,, shares held by Dorothy M. Byrne disclaims beneficial ownership of the shares held by Dorothy Byrne to the extent he does not exercise voting or dispositive control over the shares held by Dorothy Byrne.

Certain Relationships and Related Transactions. From time to time Haverford Valley, L. Byrne, and certain affiliated entities make travel arrangements for our executives and pay the travel related expenses incurred by our executives on Company business.

In the amount we reimbursed Haverford Valley, L. The amounts we pay to Haverford Valley, L. The other amounts we reimburse to Haverford Valley, L. The amounts paid to Haverford Valley, L.

During we redeemed all of our outstanding 3. Please see our discussion under “Policies and Procedures Regarding Related Party Transactions” for a description of our policies and procedures relating to related party transactions.

Chou which were each one day late due to clerical errors, and one report by Fairfax Financial Holdings Limited relating to the Company’s redemption of its Senior Notes.

Deadline For Receipt of Stockholder Proposals. The proposal s should be mailed to our Secretary at our principal executive offices at South East, Salt Lake City, Utah Our bylaws contain specific requirements regarding a stockholder’s ability to nominate a candidate for director or to submit a proposal for consideration at an upcoming annual meeting.

If you would like a copy of the requirements contained in our bylaws, please contact our Secretary at the address shown above. Costs of Proxy Solicitation.

The solicitation is made on behalf of the Board of Directors of the Company. We will pay the cost of soliciting these proxies. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for reasonable expenses they incur in sending these proxy materials to you if you are a beneficial holder of our shares.

Without receiving additional compensation, officials and regular employees of the Company may solicit proxies personally, by telephone, fax or email from stockholders if proxies are not promptly received.

You may obtain an additional copy without charge by sending a written request to Overstock. The Annual Report is also available on our website at http: Under certain circumstances, beneficial owners who share an address may only receive a single copy of the proxy statement from their broker or other nominee.

This is known as householding. Beneficial owners who desire either to receive multiple copies of these materials, or to receive only a single copy in the future, should contact their broker or other nominee.

Stockholders of record residing at the same address and currently receiving multiple copies of the proxy materials may contact our registrar and transfer agent, Computershare Trust Company, N.

Purposes of the Plan. The purposes of this Equity Incentive Plan are: As used herein, the following definitions shall apply: The Award Agreement is subject to the terms and conditions of the Plan.

Byrne or John J. Byrne or an individual or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with Patrick M.

The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;. A change in the composition of the Board occurring within a one-year period, as a result of which fewer than a majority of the directors are Incumbent Directors.

In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Administrator shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock or the closing bid, if no sales were reported as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;.

If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or.

In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator. The Option Agreement is subject to the terms and conditions of the Plan.

As determined by the Administrator, the Performance Goals applicable to an Award may provide for a targeted level or levels of achievement using one or more of the following measures: Prior to the beginning of the applicable Performance Period, the Administrator shall determine whether any significant element s shall be included or excluded from the calculation of any Performance Goal with respect to any Participants.

For example, but not by way of limitation, the Administrator may determine that the measures for one or more Performance Goals shall consist of non-GAAP variations of any of the foregoing measures.

Stock Subject to the Plan. The Shares may be authorized, but unissued, or reacquired Common Stock. All shares reserved for issuance under this Plan may be used for Incentive Stock Options.

To the extent that Shares subject to an Award are not issued to a Participant because the Award terminates, expires, lapses or becomes unexercisable without having been exercised in full for any reason, or an Award is settled in cash, or is surrendered pursuant to an Award Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units or Deferred Stock Units, is forfeited to or repurchased by the Company, the unissued Shares or for Awards other than Options and SARs, the forfeited or repurchased shares which were subject thereto shall become available for future grant or sale under the Plan unless the Plan has terminated.

However, the full number of Stock Appreciation Rights granted that are to be settled by the issuance of Shares shall be counted against the number of Shares available for award under the Plan, regardless of the number of Shares actually issued upon settlement of such Stock Appreciation Rights.

Shares that have actually been issued under the Plan under any Award shall not be returned to the Plan and shall. Shares surrendered or withheld in payment of the exercise price of an Option and Shares withheld by the Company to satisfy any minimum tax withholding obligation shall count against the aggregate plan limit described above.

To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment shall not result in a reduction to the number of Shares available for issuance under the Plan.

Shares repurchased by the Company on the open market with the proceeds of an Option exercise shall not be added to the number of Shares available for grant under the Plan. No fractional shares of Stock may be issued hereunder.

Administration of the Plan. The Plan may be administered by different Committees with respect to different groups of Service Providers. Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options or SARs may be exercised or other Awards vest which may be based on performance criteria, any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;.

The Fair Market Value of any Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares or cash withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;.

Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations shall be final and binding on all Participants and any other holders of Awards.

Incentive Stock Options may be granted only to Employees. Neither the Plan nor any Award shall confer upon a Participant any right with respect to continuing the Participant’s employment with the Company or its Subsidiaries, nor shall they interfere in any way with the Participant’s right or the Company’s or Subsidiary’s right, as the case may be, to terminate such employment at any time, with or without cause.

No Participant shall be granted, in any Fiscal Year, Options to purchase more than, Shares or Stock Appreciation Rights covering more than, Shares; provided, however, that such limits shall be, Shares with respect to Options and, shares with respect to Stock Appreciation Rights in the Participant’s first Fiscal Year of Company service.

No Participant shall be granted, in any Fiscal Year, more than, Shares of Restricted Stock, , shares of Restricted Stock Units or, Performance Shares; provided, however, that each such limit shall be, Shares in the Participant’s first Fiscal Year of Company service.

Performance Units Annual Limit. A Participant shall be eligible to receive payment in respect of an Award that is intended to constitute “performance-based compensation” only to the extent that the applicable Performance Goals are achieved.

Prior to the payment of any Award that is intended to constitute “performance-based compensation,” the Administrator shall review and certify in writing whether, and to what extent, the Performance Goals have been achieved and, if so, calculate and certify in writing that amount of the Award earned based upon the achievement of the Performance Goals.

The Administrator may reduce or eliminate the amount of such an Award earned through the use of negative discretion if, in its sole judgment, such reduction or elimination is appropriate.

In addition, if an Award intended to constitute “performance-based compensation” is based, in whole or in part, on a percentage of a Participant’s salary, base pay or other compensation, the maximum amount of the Award must be fixed at the time the Performance Goals are established.

If, after the attainment of the applicable Performance Goals, payment of an Award intended to constitute “performance-based compensation” in cash is accelerated to an earlier date, the amount paid will be discounted to reasonably reflect the time value of money.

For this purpose, if the exercise price of an Award is reduced, the transaction will be treated as a cancellation of the Award and the grant of a new Award. Effective Date; Term of Plan. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator, subject to the following:

Myers and his mi – nority of followers. I graduated from Twin Falls High School. This year, from July I until now. I have seen nothing about the I reunion that — was held July The committee worked for more than two years to put this together and must be commended for the wonderful job it has done.

What a shame that a weekly publication a few miles down the road the Buht Herald had such’a nice write up and picture about their ycar reunion a few weeks earlier.

As a former resident and frequent visitor. I have another comment. I think the city and county would be doing a great disservice to the res – idents and visitors to this area by allowing a few people’ to monopolize the beautiful sccnciy of the canyon.

Thanks for letting me express my views. Carol Van – Voorhccs, and 1 set up camp using her pick – up camper above Kctchum about three or four miles behind the ranger station.

He — never moved far cnough-awavJot-US. Each time it returned to the. Carol yelled at it, banged on a skillet and finally fired a pistol into the air. Wc knew that if the gun wouldn’t ware it off, wc had trouble on our hands.

This time, the bear ran off for enough wc could no longer see it. Wc didn’t wait for it to come back again. The camping trip was over. It said people should not go camping in terns in that orca imd that all foods should be put inside the vdticlu.

Too bod no one. The best thing to do is to leave the area os quickly os possible and not con – front it iThere ore many people that use that area with no knowledge of the extreme bear dan – ger this year.

Several church ounps ore lo – cated there. Will it require a human life not just an arm and neck before this “camp” bear is considered aggressive and is re – moved or destroyed?

If this is a bad year for Lamar Orton, bears, why not post warning signs, use the Why don’t i because in the back of the book, it says it is up to the planning and zoning administrator.

Washington Street, Pole Line, Eastland and Locust and include the bike path in their widening of these streets? N cr ch ilcHhoulci be treated like this. These children are our future. With all the building, parking and land – scaping problems brought on by our fine servants that have served us for 20 years – laws against child abusers.

This little boy suffered, and now he can rest in God’s hands. It’s time for a change. Let’s get back to the basics for the people. Who better to represent the interests This is the same method of operation that of a group than someono from that group?

There is no telling how many bif – lions the taxpayers lost. The borrowers The irony of your editorial against Diane Sands os head of No on 1 is that it points out numbering in the thousands had no place to the need for civil rights protections for gays.

It is really the largest Ic – ” offensive. That sounds like discrimination galized robbery that ever operate. Very few to’ me. To extend your “logic,” 1 suppose individuals have been arrested and convict – you would argue that groups working.

In other words, the less anty Savings and Loan could be incriminat – powerful should engage in sclf-discrimina – ing. Larceny and burglary’ come in’degrees. Ethics are ob – past 1 0 years m her capacity os director of viously obsolete.

She is os all the folks in Montana quoted in your article said – intelligent, highly skilled, a bridge – builder, ah effective strategist, charming, knowledgeable ofRocky Mountain politics. Write to us The rimcs-News welcomes letters from readers on subjects of public interest.

Each letter should include the writer’s – signature, mailing address and telephone number. Typewritten loners are preferred, because they allow faster handling with less chance oferror.

Letters may be brought to our Twin Falls office, mailed to P. Box, Twin Falls, , or sent by fax to Wc do not publish verse or poetry, and wc generally remove or limit religious quotations.

Articles taken from other pub – lications will not be reprinted. Because of space constraints, please limit letters to words. Longer letters will’ be shortened. The Timcs-Ncws re – serves the right to edit all jeuers.

Hie main stuff processor, you bought a separate. The core of better PCs remains. Next year, Intel Corp. Its impiTct on the mass – generation microprocessor, code – cs may, riot’s!

More choices Older chips and components may – PCs. The PCs themselves will have more colors and shapes. DSPs arc responsible ated matching monitors and key: That means the how much attention people pay to functions of modems, sound bards.

The timber market likely will coniin – ue. Chicago was the most popular destination, for — companies. Atlanta was ‘ bumped to. While corpo – rate downsizings are making just about everyone work harder, psy – chologist Harry Levinson says employees themselves may be adding to their overload.

Last year, Joel Eisenberg was shocked when he saw how much it cosl to call. But he also – found a way out and a new business at the same time. The Kallback computer then ctdls back, provides a U.

The service is a twist on an’ old trick that many people pse placing a collect cul to. Germany AP — German police arrested 41 neo-Nazis in week – end raids aimed In part al cracking down on youths planning to demon-.

Police say neo-Nazis arc planning rallics ncxt weekend to mark the sev – enth anniversary of Hcs. A Hess-day nilly by nco-N;izis last year in Fulda cfcHled a’nalional scandal and cost severaL senior ptilicc off icers Uiei r job.

J iless parachuted into Sc’otlarul’in” British authorities called his death a suicide, Hess’ family claimed he was mutdered. Tung Shubci, said Sunday that a “major break – through” has Iwen reached in promot – ing detente between the two rival gov – – – emments,– t – — The agreements that negotiators reached in’ four days of talks must still be anproved by both govemment.

Previous rounds of talks on these Lssues liavc foundered over dinbrcnce. It has offered to. Police said they were looking for Lee Hcc-kun, 33, president of the Ka. The laws have been enfonxd with.

Most South Koreans revile Kim as the man who started the Korean War, which left million people dead. Kim tud run North Korea with absolute power since the peninsub was divided alter Worid War D and unceriaimyover wlio would succeed him left South Konst with heightened natioaal security concerns.

Modulo spent much of – ‘ his lost years on. Heme la leiag anil move eel wilt fURHimi m.. The stretch ofidaho Highway 24 from Diet – rich to Shoshone also is being seal coated. Couch said he was nervous about having the transplant performed, but he has since talked with others who have had one.

Wailing for a heart transplant is the hardest thing hc’B dealing witlijiow. Couch said — Two weeks ago. Utilities commission turns down Idaho Power rate: The interim increase fvoiild have allowed Idaho Power to begin taming on its invest – ment in Swan Falls and Milner Dam power plants while a request for a S37 million final Increase is examined, the commission said.

Construction is ongoing on a S The facility Would consolidate emergency dis – paich services tofTluriuUr’COQnitcrand’wcrald provide dispatchers with computerized tech – nology that could track and locate 9 1 1 calls.

Vptfiand on 4 miles ofidaho 77 near Dcclo. Seal coating involves placing crushed rock and a thin layer of liquid asphalt on the road surface to protect against weather and Water damage and to aid vehicle traction.

Compiled from staff reports supporting ilic project because they arc unsure that the counties can affoni the cstimaicd S4. Dowd said Iasi week that problems could have and should have been expected.

Sandner had al – most no experience. He had not been a dispatcher or a policeman. He also said he helped the state of Oregon in – stimic-iis original 91 1 communications system.

The sporting goods sign replaced and modi – fied a sign for Cactus Petes casino in Jackpot, Nev: Downtown Twin Falls has little room for both bikes, cars P hearing last week.

Council voted to accept S McCarthy hearing last week. If construction ts ap-, prop. City Engineer Gary Young said the city could find an al-. Avenue would be affected more by, the bike larics.

Aggravated assault Larceny grand theft Child abuse Child abuse Total felonies: Mark Farnter-demonstrates the u With a cardboard – atandin. He recently demonstrated throwing sticks, which include boomerangs, at the Nature.

Throwing sticla arc better than stones for hunting because a throwing stick cuts, a – wldeiswath-whiIc. That makes it easier to Hit a target. Allatls are about two feel long and have a handle at one end and n.

It was used in America earlier than 2. Farmer also demon; – ated boUas. Augusts, ‘SaltXake coimdamM: Before the antelope were takeri to the the professors and thetr stu – dents were allowed to gather blood and tissue samples.

The animals were cap – – tured by nets, released fro’rtt heli – ‘ copters, then transported to the island. The International Olympic Committee is’ set to living being diivcn up. Reid may be th? But there is no mention of ntympirs in t Itnh sinre the latest hid effort began in the any downside to hfe Olympics.

They then will compare the prints of fawns bom after the animals were reintro – duced to the island two years ago to those of their mother and father to de – termine paternity. The DNA tests will help.

They also will-help the profes – sors understand what the females like best in amole: The territories may be a half square mile to one square mile in size, she ‘safd.

They will be-the-firsHo-undergo thq paternity— Continued from Bt Talkington was following the legal halfway houses, the shelters for the advice of CiW Attorney Fritz Wonder – mentally handicapped, the shelters for lieh, who infojmed, the council at last the homclesis-ihe jails and the drug re-.

Most of those things I they have a right to park on the street just mentioned have been put in our in torn of their homes Ideal – is home to the College of Southern Ida – ly.

That site of a short-term homeless shelter, may be difficult In the heavily dcvcl – Across the street is the city library. The council has until’Sqit. The city would forfeit its funding for those – routes if.

Three oth’er routes have. The bike lanes would be completed by But, he remains a supporter of bike – ways. During his stint on the council in the laic’ s, he was involved in the city’s first efforts to establish bicycle ty committee, thinks he may have a solu – tion that will please downtown residents and city officials.

His proposal will be heard today at a 4 p. What Palo Alto eventually decided to do was to place barriers on some streets that Lockh. Local investors played it cooi. Councilman Chris Talkington cite laws Money was not available, however, to that allow the city to regulate use of do the job right, Talkington said.

In TVin Falls, the city could put a few barriers along Fourth Avenue and make the travel lanes into’ the’ bike lanes, he said. Sccsee, of Hammett, 1 1 i. Mcmo – — WhitcAfor lu a ry. Wood River Funeral Chapel in Hailey.

Edward Mullins, of Twin Falls, graveside service, Tues – day, ‘While Mortuary in Twin Falls. Beck, of Bellevue, 11 Allhs Palmer, of Gooding, 2 p. Death notice George F.

Lenker ing County Memorial Hospital. Ernie Tuckness of Paul. Births A son was bom 10 Leticia Leon of Rupert. Bui a few risk-lak – ers profited from betting on a sure thing. On the agefi’da – r.

TJie Times-News suggests hat you confirm the information by. Bliss School Board, 7: Dietrich School Board, 8 p. Eden City Council, 7 p. Gooding County commissioners, 9 a. Hagerman School Board, 8 p.

Hailey City Council, 6 p. Hansen City Council, 8 p. Jerome County commissioners, 9 a. Lincoln County commissioners, 10 a. Minidoka County commissioners, 9 a.

Richfield City Council, 7 p. Richfield School Board, 8 p. Shoshone School Board, 7: Miller was bom In in Boise, the son qf Edith G. He Is survived by his eons. Sunday morning following a lengihy illness.

Church with the Rev. An open house at the Baileyhome just across the street from the church will tollow the memorial service with friends and neighbors Invited. Friends may call at the Farmer.

Buhl, died Friday, August 5. She was reared and. She married Hubert A. Brinkman on March She came to the Filer area in March of Is survived by a son, William Robert Brinkman of Spokane. WA;-4 sis – ters; 3 grandchildren and 8 great – grandchildren.

Ser – vices for Mrs, Brinkman will be held The dty has held sev – eral hearings on the proposed subdivi – sion and its potential impact on area drainage. Amd as if there were meat to cook. Farmer demonstrated fire-making by heat generated with a bow, stick and.

Farmer chattcd-while he caught his breath. IGmberly City Council, 7 p. Twin Falls School Board, 7 p. Decio City Council, 8 p. Heybum City Council, -7 p. Hollister City Council, 8-p. Minidoka City Council, 7: Murtaugh City Council, 7: Twin Falls County commissioners, 8: Wendell City Council, 8 p.

Malta City Council, 7: This week at CSi The following is a schedule of meetings and events that will take – place this week at the College of Southern Idaho. Drug and Alcohol Awareness Program meets at 6: Science camp continues at 7: Magic Valley Arts Council meets at 7: August 8,’ Timos-Nows, Twin Fulls.

AP — – More than 10 percent of this. Stavnek, was about to begin his senior year its manager of the Douglas High School foot – ball team.. He was a student council member. Bill Moore, Douglas, Wyo;.

On Tuesday evening, Noah had just ended. His brother, Jeremy, and Jeremy’s friend Ryan Willson, both 15, had been spending team. The engineer of the approaching Burlington Northern freight told.

He had blown the train’s piercing whistle f? The engineer said ‘that when he next saw the car, it was slowly crossing the tracks directly In front of the car train. It was not yet dark. Bill Moore of the United Methodist Chiirch.

Jcieiiiy and Ryan drew iihmit people. She deals with hospitals and health professionals every day, but at the top levels. As part of gn education program, Ahrens and other lawmakers have been invited to observe health pro – fessionals doing their Jobs.

She spent a long day at the VA hospital earlier this year with Dr. Jeffrey Swanson, a Hist-year resident foom Tlre: He went immediately Into inten-. Family jnembers gath – ered, and it was apparent to every – one the man was failing fast.

The man died about four hours after arriving at the hospital. They were in the emergency looih in the early evening when a front-desk staffer told her a lot more people seem to come in for help during a full moon.

What she saw was more of the frustration of practicing medicine. But 12 hours inlb the shift, she remained fascinated by the process. A familiar visitor to the hospital came in bleeding from an ear.

He was described as a heavy drinker who hurt himself in a fall at a nurs – ing home. A nurse had to hold him down while his car was stitched, and Ahrens helped by holding an arm. She tried to nap for a couple of – hours, but it was difficult.

Ahrens’ came across a year-old man who had cracked a rib in a fall. He wanted to go home, but hospital. Symptoms of the budget, problem – abound: Angove said he may – have to start closing parks within three years.

I’d say two years. The fire, burning in the Shceprock and Deep Creek mountains, was 49 percent con – tained Sunday with full contain – ment projecied-for late Monday for’iwoof the three fires mak – ing up thc-complex.

Though additional crews and equipment have been ordereJ, they have been slow to arrive. Firefighters were expected to work hour shifts, said Interagency Fire ‘ Center spdkcsmun Dick Kline.

The Black Willow Fire grew from 2, acres to 4, acres overnight. The fire, seven miles east of Oak City is continuing to move cast toward Inforstalc.. The Black Willow blaze was not threatening structures, but ii.

The fire jumped a firp line Saturday, forcing the evacuation of at least one home on tbc’outskirts of Garden City. With the weather remaining an ally, firefighters concentrated on slowing the blazes with water dropped fro.

City Administrator Mike Cecka said. McCall – were warned ‘ Friday to he ready to evacuate. Bin the Bfockivcll burn continued to, move to the north, away from lie water. Wind was causing it’io: No containment lihic had been fore – cast.

Some firefighters were on the blaze, and campers at Granite Like were evacuated due to uncertain fire conditions,. Officials said the Warm Springs fire had held at 2.

Road and upper I’ayeiic Lake. OOO acres in the Boise National Forest, with the North Fork fires still blaze once threatened expensive waterfront homes un Lake Chelan, hundreds of residents planned lo galh-‘ cr at Don Morse Park and dash into the water to celebrate a hoped-for return to normalcy.

Many visitors left town or canceled reservations after the Tyce Creek fire broke out during a spate of thunderstorms July 24 that sparked scores of fires in Eastern Washington.

As you can see. Reis had no fimt figures on finan – cial losses caused by the loss of tourism, but sttid it was several mil – lion dollars a day for all of Chelan County, including olher tourist towns such as Leavenworth.

Incident commanefer Dave L-iebcrsbacli said no structures were in danger as Ihc fire was moving away from Idaho City, More than soldiers from I’orl Hood. Texas are the only crews man-, aging the 2.

The fire was contained Wednc. Dahl would love to unload, them — if,. Corp – of America, thv only recycling collection company in Utah that ‘ accept’Tglnss. Tnufacturers–who lurTi the trash into new prixlucts.

Utahns recycle just half us much as the rest of the nation. Tlic NRC estimates it alwut 20 percent today. Safi Lake City’s administrative find a buyer and break even “jusllo get Other Utah recycling companic.

Dahl had a market in Brewery Co. The cost Rcnolds wxs forced to close its Sail depends solely on Recycling Corp. It cunetitly recycles only dear lines its kiln. But last year, the incincra Tliat may change, however, thanks lo a year-old law that has, more than doubled tipping fees at landfills throughout the slate.

Rather than spend the money, more residents arc recy – cling, Wallace said. But Dahl’ says it’s not enough. Utahns waiil lo recycle, he said, as evi – denced by he monumental pile of glass at Recycling Cotp.

But transportation and quantity problems remain. The non-profit organization based in Tueszon. It alstj coordinates efforts between several counties to allow them 16 pool their recy – clable materials.

Wc try lo’provldc cooperative market – ing programs so we can gel the quantity up. SPRA works with Bountiful. The millions of-iourists ihat. The program is run mostly by volunteer and depends on the manpower of SPRA.

It also managcs scheduling, transportation, billing and pay – ments and guarantees steady prices. AP cm and already is in its third — Deborah Hopkinson didn’t printing.

Tlic book has sold about worry much about. OOO so far in roy – Hopkinson, who is white, felt allies. Andrew Freedom Quilt”- after hearing a Thomas, and children still lived in radio program about slaves who Hawaii.

That’s where he met Don Seiki. Ihc brutality and the racism. The government ordicred their, dclcnilon, saying they presented a. And finally, he sister. He remembers well the con – said.

He was in his early Some of the conventioneers 30s when he and his wife were interned at Heart Mountain, Wyo. Now living in Washington, D. Both men said that when the governmeni’agreed to compensate them The apology from President Bush meant more.

But neither the apology nor the money will erase the psychological scars left by interning Japancse – Amcricans. Register children NOW for transportation to school. With courtsidc temperatures reaching degrees, the Stars won a match that featured three tiebreakers.

Points are awarded, for each game won. Devening avenged the win with a S-2 victory over Jon Leach in men’s single. Navratilova then increased the Icad. Hobson’s latest contact with Alabama officials came last week when he and football coach Gene Stallings discuiised Michael Coleman, a center fielder who – playrfor the.

Red Sox rookic tcam, the. Hobson and Stallings had talked about Coleman’s future in baseball and football. The Boston Globe on Saturday repon-. Games at 9 a. Axtman, a sin – added uyo hits uml three run.

Post glc by Hamilton and four walks. Falls game at 7: Mourning, SliawTi Kemp and Lany Johnson made 32 of 43 shots in a victoiy in the iitial game of the preliminary round at the World Qtnmpioadtip of Basketball.

Already assured first place in its pool,’ the United States has. But os’it methodically moves toward a gold medal and a world lilk. Dream Team II is just l-for-3 in matching the domination of the original Dream Team, which rolled to the Olympic gold med?!

I, it was a slowdown game. Brazil was gunning for us. The United States led by double figures most of they way. But tiie inability to hit from outside kept the Americans from pulling away os they finished far under their average of Rolando Fer – ‘ rcira scored 23 points and Paulo dc Almeida 1 9 for Brazil.

Next up for the Americans is Australia, he second – place finisher in Pool B. Rogc’rio Klalke closed Brdzi! A rematch between thc’TFTA July’ tourney’s top women was a feature pre – sentation in the weekend tournament.

Whitney and her partner,- Connie Maughan, won-lhc match and the title, outscoring Dingman and Kathy Metzger. Andrew Crane downed Dave Little, , in the Men 4. Other ‘Championship match results – are as follows: He’s hittihg os if the end wav this week..

You guys can write it and say it and do whatever you want to do with it. I’m just go – ing to go out there and pliiy baseball and I’m not going to worry about it.

I and you Idok up and you’re at. I’m not going to worry about it. Strike or no – strike, we’ve got to get it going. I’m not, at all happy with the way we’ve played.

He walked two and stnick oiii eight. It could’ve been his last start. Kevin Foster took the loss. Selig reduces estimate of teains to Jose money Uw Assodflted Press on network talk shows.

Management, too, prepared for a strike. John Harrington, the chief ex – ecutive. Tliey wouldn’t have to pay his S I’vd puiu my Fairbanks edges past Wartluft, McKean. Lap speeds for the Wiaston Cup cars were about Once they were racing, though, it turned out to be quite a show.

Even, at the start of. He knows – how town. Oag for their The B Heat saw Mike Evelclh – take the. This allowed Charles Lcgg to. Wartluft was the winner of the trophy dash.

Despite all, QUalc maintained his commanding poinl lead in the season points championship battle. Jim Coulson led tO’the checkered – flag for the – firsCof three events he would win for the evening.

Rick Kraft of Oregon City. Oregon was the quick qualifier at Jim Robinson of Twitv Falls led the first three laps of the main event before being over – taken by Kraft. Mm C o iafc iK.

Kyle Morgan and Eric Hamms’? Continued from B5 but walked nine. CWavn 4 and CnlB: Oaiaiian – – TI A-3I. Sil8K0 Crag Krafl actaSea-oi. Ut Jm CcBwt I U3e4 hmShadwi StiaaOiWaar.

Summcrfield and a triple by Greg – Schclhaas drove in a total of three runs in the fourth inning, making the score The Cowboys held the Senators to one run until the bottom of the ” sixth when Boise scored three runs olT of one hit and two Twin Falls errors.

Boise lied the game in the bottom of the ninth – on a triple by Kalk. Pnea 9. S2 Of AAtM 4. Vivra 14 00 3. A30 UatailMu Rai4fP Shay – la Thompson, , rMon 4. Carlos Meza 4- na Peterson def.

Perry, Donovan Adflel d def. Matt Fu ll er Andy No ble. Connie Maughan, Carlos Moza, 7-S – Marv Ho ao But ‘ sides exchanged angry salvos Milwaukee Brewers owner Bud Splig.

Whatever ploy each sii: Yorkis Perez, who struck out Todd for his fifth hit and the Pirates blew JCarros and Rodriguez hit consccu – ””here the Major League said, “We’re a greater part of a whole.

Baseball Players Association has its We tyerc a very active part in. Montreal won its third in a row Robb Nen pitched the ninth for his The two teams stranded 28 run – fastest team to draw 3 million fans, union joke about the coming games of percent supportise.

We made a deci – , phia Phillies pilcli – cr Cun’ Schilling. Montreal won its third it and leads the majors with a ISthsavc. This mav sounc sibn quite u way back that revenue record.

Pete Smith took the loss for St. Louis — on 29 hits as the”two their 52nd. John Kruk went 2-for-4 with two the Mets, who did not get a runner to hnllnens took turns giving the game record set on their 53rd date union team Hid, “but it feels like It s a comprehensive approach.

Whatever is going it’s totally reasonable. It is the first time ners in scoring position. The Pirates salvaging the final to happen will happen,” , , Public relations requires negotiating since August that they have Ipst game of the three-game series load – ‘Astros 7, Giants 4 Ownership s push for ii salary wp – sessions to be held on the ey e of the four in a row at Veterans Stadium.

Paul Wagner 7- roiiv. Drabek wqni 2-for-3 and Craig” ntttss – on the players’ Aug. I – keep sole possession of first place in the. In the second game, Omar. On a two-run homer in his first at-bat, a Sept; Monster in left field.

It was his 36th of string. Jay Buhner homcred, singled and average to-J He was thrown out of droye in four runs for the Mariners, the game in the I2th after arguing with Royals rookie Bob Hamelin hit his an umpire about a fair-or-foul call.

JefT Russell pitched two in – The Moririen won for the fifth time nings for the win. The Red Sox scored three runs m. Onirland blislered Kenny Rogers for braised finfer, end die qncogo.

Joey Coni singly home against Califoniia on July 28, – tKf fti-awwilf no mn in ihfl 12th: Alex Cole walked and Kirby ‘Ptickett had a sacrifice fly: RBIs in four games since an; nouncing Thursday that he will retire afto – the season.

Dave Stevens pitched 0 perfect inning for the victory and Rick Aguil – era earned his 22nd save. Mussina scattered six hits through eight innings. Gibson coimectcd on a pitch for his 23rd hom e, run.

Players keep coming back to the same basic question — why? Why in the world would own-. What in the world dojhcy hope to accomplish? I don’t roaliy-havo-an-answcr-to-that,- unless it is to force a strike os soon os possible.

It did not occur to 3-any-of-U9-tli6t-the-owners-would – cven consider a. We have yet to see any indicatioas of that. The relationship is fraught with. How do you respond? Wo don’t want them to strike.

We have repeated – ly said. There is no linkage-betweeri— the All-Star Game and the pay – ment for pension contribuiion. If the players chose to make one. Arc owners’ exploiting a loophole, as Don Fehr has charged?

Fine print is what we work on in baseball. The union lias I brought an entire history of: Fehr has threatened a law – suit over the pension contribution. I Is that a concern?

It is every citizen’s right to i jj? I would hot promise we would do that. Augusts, Couples recovers Buick Open. Just call it the Comeback Open. That kind of puLs third at Azihger shot and mis.

But after I was only one shot out seven previous events on the tour, nonc – uftcr the morning round. I was definite – since July 3. He missed almost four ly looking forward to it. But after four or su.

It’s just bah-hoom, bah-boom. Her 69 gave her a that tied the jtu ima – – meni record of under-par. There were lots of holesjeft lo gcl hirdies. I’ni glad she did. AP — Jim refused to give in.

Floyd and Drue Albiis made clutch birdie putts on both finished with totals the 52nd and 5. His birdie on ing a 66 to get in under his age for the final hole gave him a 21 1 total.

The Expieitr hos a 50,dmile limited wohonly by. It is a highly prob – nomical way to do it. To win big cash prizes in the American Medical Association’s competition to.

Accord – ing to Tech Talk, the large intestine “is wet, slippery and lacks firrn surfacc. It might get stuck in-‘ side you. What should I do? Ever get the feeling that – you and your physician f are-jusi not eommunieuting?

And he nceds to have a li. He should feci his answers arc coming, that he being li. Although tiiat may be extreme, she. When it comes to a shortage of money, ‘ she said, women are less apt’ to go out on a limb for them.

Hispunics in particular, prefer to see. But wonten oDeh prefer male doctors for broken bones, heart conditions and other problems of both men and women, she said. I would ask my husband who he recommends.

Jensen said her best advertising is from word of for me. He has to be very competent, very safe and mouth.. For some pcoply, it ral from other paltcnis that 1 already have who are is. Everything n physician prescribes is only a rcc – When she tenchc.

To be their own advocates, she said, pco – caiion in certain specialties. For example, someone pie need to ask questions, take notes and ask more with a heart problem.

But die prefer, a. I don’t need to OK. He doesn’t need to be a real social person those choices. He rose from his bed and opened his. So says actress Dana Dclany. If your, green thumb gives yoiu a red nose, you can manage your aHeri..

Don’t throw in-tho trowel – p you can cope with the great outdoors by doing your, homework and planting the right kind ‘ of – pla nts-Jn-lhe right kind of placcs. For years, pediatricians have recommended that parents of colicky babies give their screaming ncwbqrns.

Knight-Ridder News Service Jda’ny of tUfincthods-pcopIc usiTin trying to shed weight are actually counicrproductiyc to losing fat and keeping excess weight off. While pew weight-loss medicines may offer hope to some.

Lxl’s take a look at a few of the common mistakes people make when trying to reduce weight and how to avoid them. ILcx – crcisc is not done in conjunctioiTwitli healthy, , low-fat.

Try lo avoid redudog body to pro – your daily calories by more than. Accord – tricnls and adequate energy. The primary for your body pitfalls arc being unaware of what to store fat and constitutes a serving size and the it also stimu – caloric or fat content.

Ufts ymir a p – forgcl lu count the calorics in vari – petite. A belter bus drinks, snacks and condiments. Stress in – in a rav cnou. Ie adrenaline and corli.

Studies show Overeating in the eveiling can min a frequently helps use up calorics, while losing body farincrcases your” that these hormones can cause fat—. The unused fat is then discriminating’ in your food choices amount of insulin produced, lhu.

Many trying to lose body weight, a regu – gion. Nancy Clark sayis successful dieting bigger. In the initial’ stages of a re – tivltics arc the most effective starts at breakfast. She explains that sistance exercise program, some burning unwaolcd fat calorics.

For he calorics-caten tluoughuuutl]c day – – people-muy-experlence-a-slight-in — health. This scale try moderate-intensity exercise, su. The body seems to be more weight indicates an increase in mus – tained for 30 to 60 minutes, four to efficient at storing fat in the evening clc tissue.

The issue begins with a message about im – proving government written by speaking of robots Vice President A1 Gore, who makes the following statement, which 1 am not making up.

Fed – eral Times a. Ihe fly is equipped with a sophLsticaied electronic listen – ing device, farsmaller than ‘a human ptitc. Tlic only potential problems we see arc: The Spy Fly might not hang.

DO kno w he w ill have mcal loaf for ‘ dinner. It might be hard to get the Spy Fly to return lo the U. Misidcnlificalion could lead to. As opposed to ours.

Write lo him ;’. Obesity specialists last month wcrc. But if you probe a little deeper, you find that while America appears lo be one of Ihe fattest nations on Earth, it is not alone. Leading researchers sdy it’s impos – Fashion sibic to make prccisc-comparisbns be – Rouge, La.

But the showing this profound incrca. Obesity rates in Canada are similar ricals are being eaten in restaurants, Robert J. Fin – and Kidney Diseases, organized a land, the former Czechoslovakia, conference last year with Japanese South Africa, even India has found health officials on ways to prevent overweight on Ihe rise.

Hubbard says over – other nations with high ‘rates of obesi – ty much the same everywhere,, re – weight is rising in all kinds of coun – ly, he says, In he United State.

He would haye the contemporary man in a suit so com – ‘ fortable’ thal, as in dcc. This customer would rebel against’it, choosing lo dress always like the boss and never like the help. Finally, Hilton would place a sin – gle white miniature carnation in the lapcf bf each j.

Donna Karan would like to tuck soft suits of platinum and plum into this stylish gent’s closet. Unless otherwise stated in the restricted stock agreement, a holder of restricted stock will have the rights and privileges of a stockholder, including the right to vote.

Dividends on restricted stock may be currently paid to the holder or held by us until the restrictions on the shares are released. A holder of restricted stock units will not be a stockholder until the shares are issued, and until such time, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the underlying shares.

Restricted Stock Award Agreement. Subject to the terms and conditions of the amended and restated Plan, performance shares may be granted to our employees, directors and consultants at any time and from time to time as shall be determined at the discretion of the Administrator.

Performance Share Award Agreement. Each performance share grant shall be evidenced by an agreement that shall specify such other terms and conditions as the Administrator, in its sole discretion, shall determine.

Performance units are similar to performance shares, except that they shall be settled in cash equivalent to the fair market value of the underlying shares of our common stock, determined as of the vesting date.

The shares available for issuance under the amended and restated Plan shall not be diminished as a result of the settlement of a performance unit. Performance Unit Award Agreement.

Each performance unit grant shall be evidenced by an agreement that shall specify such terms and conditions as shall be determined at the discretion of the Administrator. However, no participant shall be granted a performance unit award having an initial.

Deferred stock units shall consist of a restricted stock, restricted stock unit, performance share or performance unit award that the Administrator, in its sole discretion, permits to be paid out in installments or on a deferred basis, in accordance with rules and procedures established by the Administrator.

Deferred stock units are subject to the individual annual limits that apply to each type of award. Unless determined otherwise by the Administrator, an award granted under the amended and restated Plan may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient.

If the Administrator makes an award granted under the amended and restated Plan transferable, such award shall contain such additional terms and conditions as the Administrator deems appropriate.

Unless an award agreement provides otherwise, in the event that a participant dies while a service provider, the award may be exercised within the time period set forth in the relevant agreement, but in no event later than the expiration date of the relevant award.

Adjustment Upon Changes in Capitalization. In the event that our capital stock is changed by reason of any stock split, reverse stock split, stock dividend, combination or reclassification of our common stock or any other increase or decrease in the number of issued shares of common stock effected without receipt of consideration by us, appropriate proportional adjustments shall be made in the number and class of shares of stock subject to the amended and restated Plan, the individual fiscal year limits applicable to restricted stock, restricted stock units, performance share awards, performance units, SARs and options, the number and class of shares of stock subject to any award outstanding under the amended and restated Plan, and the exercise price of any such outstanding option or SAR or other award.

Any such adjustment shall be made by the Administrator or the Compensation Committee of our Board of Directors, whose determination shall be conclusive. In the event of a change of control, the successor entity or its parent or subsidiary may assume or substitute each outstanding award.

In such event, the Administrator may take one or more actions with respect to outstanding options and SARs, including but not limited to giving participants a limited period of time to exercise options and SARs, cashing out options and SARs based on the difference between the change of control value of our common stock and the exercise price, or making adjustments to options and SARs as the Administrator deems appropriate to reflect the change of control.

Amendment, Suspensions and Termination of the amended and restated Plan. An optionee who is granted an incentive stock option will not recognize taxable income either at the time the option is granted or upon its exercise, although the exercise is an adjustment for alternative minimum tax purposes and may subject the optionee to the alternative minimum tax.

Upon the sale or exchange of the shares more than two years after grant of the option and one year after exercise of the option, any gain or loss will be treated as long-term capital gain or loss.

Any gain or loss recognized on such a premature disposition of the shares in excess of the amount treated as ordinary income will be characterized as long-term or short-term capital gain or loss, depending on how long the optionee held the shares after the date of exercise.

All other options that do not qualify as incentive stock options are referred to as non-statutory options. An optionee will not recognize any taxable income at the time a non-statutory option is granted.

However, upon its exercise, the optionee will recognize ordinary income generally measured as the excess of the then fair market value of the shares purchased over the exercise price.

Any taxable income recognized in connection with an option exercise by an optionee who is also an employee of the Company will be subject to tax withholding by the Company. Upon resale of such shares by the optionee, any difference between the sales price and the optionee’s purchase price, to the extent not recognized as taxable income as described above, will be treated as long-term or short-term capital gain or loss, depending on how long the optionee held the shares after the date of exercise.

No taxable income is reportable when an SAR is granted to a participant. Any additional gain or loss recognized upon any later disposition of the shares of our common stock would be a capital gain or loss.

A participant will not have taxable income upon grant of an award of restricted stock units, performance units or performance shares. Instead, he or she will recognize ordinary income at the time of receipt of the shares or cash equal to the fair market value on the date of receipt of the shares or cash received minus any amount paid for the shares of our common stock.

Tax Effect for the Company. We generally will be entitled to a tax deduction in connection with an award under the amended and restated Plan in an amount equal to the ordinary income realized.

Special rules limit the deductibility of compensation paid to our “covered employees,” which are our chief executive officer or our three highest paid officers other than the chief executive officer or the chief financial officer.

It is possible that compensation attributable to awards under the amended and restated Plan, when combined with all other types of compensation received by a covered employee from us, may cause this limitation to be exceeded in any particular year.

Certain kinds of compensation, including qualified “performance-based compensation,” are disregarded for purposes of the deduction limitation. In accordance with U.

Requirements Regarding “Deferred Compensation. Awards which are subject to recovery under any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement.

The foregoing is only a summary of the effect of federal income taxation upon us and upon the participant, does not purport to be complete, and does not discuss the tax consequences of the participant’s death or the income tax laws of any municipality, state or foreign country in which a participant may reside.

The grant of awards under the amended and restated Plan, including grants to our named executive officers and directors, is discretionary. As of the date of this proxy statement, there has been no determination with respect to future awards under the amended and restated Plan.

Accordingly, the amount of any future discretionary awards is not determinable. The Board knows of no other business for consideration at the meeting. If other matters are properly presented at the meeting, or at any adjournment or postponement of the meeting, Messrs.

Byrne and Johnson will vote, or otherwise act, on your behalf in accordance with the Board’s or, in the absence of instructions from the Board, their judgment on such matters. The Board of Directors is currently composed of six members.

Corbus, each of whom is a current director, are each nominees for re-election this year. The remaining four directors are expected to continue to serve their terms as described below.

Our directors serve staggered terms. This is accomplished as follows: Unless otherwise instructed, the proxy holders will vote the proxies received by them for each of the nominees.

In the event that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for a substitute nominee, if any, designated by the Nominating and Corporate Governance Committee of the Board of Directors to fill the vacancy.

The proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the nominees. It is not expected that any nominee will be unable or will decline to serve as a director.

The Board currently consists of six members. The Board of Directors has determined that, except for Patrick M. Simon, who serves as our Senior Vice President, Customer and Partner Care, each of our current directors is independent within the meaning of the Nasdaq director independence standards.

In reaching this determination, the Board considered that neither Allison H. Abraham nor Joseph J. With respect to Barclay F. Corbus, the Board considered the fact that Mr.

Corbus met the independence requirements. With respect to Mr. Mitchell, the Board considered the fact that Mr. Mitchell is a managing director of Hamblin Watsa Investment. Counsel and a member of the investment committee, which manages the investment portfolios of Fairfax Financial Holdings Limited, which is directly or indirectly the beneficial owner of approximately Mitchell met the independence standards.

Committees of the Board. Current copies of the committee charters are available on the Company’s website at http: All members of the committees are appointed by the Board of Directors, and each member is independent within the meaning of the Nasdaq director independence standards and SEC rules.

The committees are described in more detail below. The Board has a separately designated standing audit committee consisting of Allison H. Abraham, who serves as Chair, Barclay F.

Mitchell and Joseph J. The Board of Directors has determined that each of Ms. Tabacco is an “audit committee financial expert” as defined by the SEC. The experience of each such director that led the Board to the determination that such director is an “audit committee financial expert” is described below under “Information Regarding Director Nominees and Other Directors.

Corbus, who serves as Chair, Allison H. The Compensation Committee is responsible for determining salaries, incentives and other forms of compensation for our officers and other employees and administering various incentive compensation and benefit plans.

Nominating and Corporate Governance Committee. Abraham, and Samuel A. Mitchell, each of whom is a non-employee and independent under the Nasdaq independence standards. The Committee has authority to recommend nominees to the full Board, and also has authority over matters of corporate governance.

Each member of the Board of Directors has historically participated in the consideration of director nominees. Board and Committee Meetings. The Board held seven meetings during The Audit Committee held six meetings during ; the Compensation Committee held two meetings during ; and the Nominating and Corporate Governance Committee held one meeting during Byrne serves as both our principal executive officer and as Chairman of the Board of Directors.

We do not have a lead independent director. At present the Board consists of six directors; four of whom are independent. We believe that our leadership structure is appropriate for the following reasons.

First, the small size of the Board and the composition of the Board permit and encourage each member to take an active role in all discussions, and each member does actively participate in all substantive discussions.

Second, as Chief Executive Officer, Dr. Byrne is the director most familiar with our business and industry, and we believe that he is the director most capable of guiding our business, at both the strategic and operational levels.

We believe that our current structure is serving the Company well at this time. Byrne served as Chairman, and Patrick M. Byrne served as Chief Executive Officer, and we may do so again in the future.

We separated the roles at the time because we believed that having John J. Byrne serve as our Chairman would be valuable to the Company. We do not have any procedures for deciding when to separate these positions.

Board Role in Risk Oversight. The Board has delegated responsibility for oversight of risk management to the Audit Committee, although the full Board remains involved in risk management. The Audit Committee and the Board receive periodic reports from management regarding various aspects of the Company’s risk management program.

The manner in which the Board and Audit Committee administer the oversight of risk management has not had any effect on the Board’s leadership structure. The Nominating and Corporate Governance Committee has not formalized specific minimum qualifications the Committee believes must be met by a candidate to be recommended by the Committee.

The Committee believes that candidates for election to the Board should have the highest professional and personal ethics and values. Candidates should have broad relevant experience, and should be committed to enhancing long-term stockholder value.

They should be able and willing to provide insight and practical advice based on experience, and they must actively represent the interests of the stockholders. The Committee believes that a variety of types and a balance of knowledge, experience and capabilities among the members of the Board are in the best interests of the stockholders, but does not have a policy regarding the consideration of diversity in identifying director nominees.

In considering candidates, the Committee considers diversity of viewpoint, professional experience and other individual qualities and attributes to the extent that they relate to the contribution a candidate is expected to make to the Board and the Company.

The specific experience, qualifications, attributes or skills that led the Committee to the conclusion that each director should be a director in light of our business and structure are described under “Information Regarding Director Nominees and Other Directors,” below.

Identification and Evaluation of Nominees for Director. The Nominating and Corporate Governance Committee believes that the current Board composition is serving the stockholders of the Company well.

In the future, the Committee may consider additional candidates identified through current members of the Board, professional search firms, stockholders or other persons.

Candidates may be evaluated at regular or special meetings of the Board, and may be considered at any point during the year. The Committee has a policy that it will consider any properly submitted director candidates recommended by our stockholders.

Any stockholder who desires to submit a recommendation should. There is no difference in the manner in which the Committee would evaluate a nominee based on whether the nominee is recommended by a stockholder.

The extent to which the Committee considers diversity in evaluating nominees is described in “Director Qualifications,” above. The Committee has not approved any nominee for inclusion on our proxy card for the Annual Meeting other than Dr.

We have not paid a fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominees. Communications with the Board. The Board has adopted resolutions to provide a formal process by which stockholders may communicate with the Board, whether for the purpose of recommending nominees for election to the Company’s Board of Directors or for other purposes.

The process adopted by the Board permits stockholders to communicate with the Board either in writing, addressed to the Board at the Company’s headquarters at South East, Salt Lake City, Utah, or by e-mail, sent to boardofdirectors overstock.

All communications from stockholders regarding matters appropriate for stockholder communications with the Board and delivered as described will be delivered to one or more Board members.

The determination whether a communication involves a matter appropriate for stockholder communications with the Board is made by either the General Counsel or the President. Our policy is that Board members should attend annual stockholder meetings if reasonably possible.

All members of the Board other than former member Mr. Byrne attended the last annual stockholders meeting, which was held in May We have adopted a code of ethics that applies to all of our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

We will provide a copy of the code of ethics to any person without charge, upon request. Requests for a copy of the code of ethics may be made in writing addressed to: The Board has established a written policy and procedures for the review, approval or ratification of related party transactions.

In determining whether to approve or ratify a related party transaction, the Audit Committee takes into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable to us than terms generally available from an unrelated person under the same or similar circumstances, and the extent of the related person’s interest in the transaction.

No member of the Audit Committee may participate in any approval or ratification of a related party transaction in which such member is a related person, other than to provide all material information regarding the transaction, including information regarding the extent of the member’s interest in the transaction, to the Audit Committee.

If a related party transaction will be ongoing, the Audit Committee may establish guidelines or other parameters or conditions relating to our participation in the transaction.

The Audit Committee may from time to time pre-approve types or categories of transactions by related persons. Set forth below is certain information regarding the nominees for election and all other directors of Overstock whose term of office continues after the Annual Meeting.

For more than the last five years Mr. Tabacco litigates antitrust, securities fraud, commercial high tech, and intellectual property matters. Since entering private practice in the early s, Mr.

Tabacco has served as trial or lead counsel in numerous antitrust and securities cases and has been involved in all aspects of state and federal litigation. Prior to, Mr. Tabacco served as senior trial attorney for the U.

Tabacco frequently lectures and authors articles on securities and antitrust law issues and is a member of the Advisory Board of the Institute for Consumer Antitrust Studies at Loyola University Chicago School of Law.

The specific experience, qualifications, attributes or skills that led the Board to conclude that Mr. Tabacco should serve as a director in light of our business and structure were his extensive experience as a practicing attorney, litigating in the fields of securities fraud, corporate governance, general business litigation and antitrust litigation, including substantial litigation on behalf of investors, including public pension funds and other institutional investors as well as individual investors, in a wide variety of cases involving publicly traded companies, as well as his familiarity with state and federal competition laws and intellectual property rights.

Abraham has served as a Director of Overstock since March and is currently the President and Founder of The Newton School, a private, non-profit elementary school located in Sterling, Virginia.

Prior to joining LifeMinders, Ms. From February to April, Ms. Abraham was President, Chief Operating Officer and a Director of Shoppers Express, an online grocery service, and also served as Vice President of Sales and Marketing for several months prior to her promotion.

From to, Ms. Abraham held several marketing and management positions at Ameritech Corporation. She was employed at American Express Travel Related Services in New York City from to, focusing on the launch of new products and loyalty programs.

The specific experience, qualifications, attributes or skills that led the Board to conclude that Ms. Abraham should serve as a director in light of our business and structure were Ms.

Mitchell has been a director since October Hamblin Watsa is responsible for managing the investments of Fairfax Financial. From to, Mr. Mitchell was a director of Odyssey Re Holdings Corp.

Prior to joining Hamblin Watsa, Mr. Mitchell also has experience in the healthcare industry, having served as a Director of Research and Federal Relations for the Federation of American Health Systems from to, and as Director of Research for the Health Industry Manufacturers Association from to In, he co-founded Research from Washington, which advised large institutional investors on the outlook and economic impact of legislation and federal government initiatives.

Mitchell started his career in with the Washington, D. He has a B. College and an M. Mitchell also represents Fairfax, which is one of the Company’s largest stockholders. Simon joined Overstock in December In the past ten years she has served in a variety of critical positions, including managing each of the following departments at various times: Business-to-Business, Public Relations, Books, Music, Movies and Games, Co-op Sales, Travel, Customer Care, the Website, both on-line and off-line marketing including branding, the mobile platform, social media, emerging business auctions, cars, real estate and the warehouse.

She routinely serves as the ‘customer’s voice’ on the management team. Simon should serve as a director in light of our business and structure were her substantial experience managing numerous aspects of our business and her lead role in our marketing and branding.

Byrne has served as our Chief Executive Officer principal executive officer and as a Director since October, as Chairman of the Board from February through October, and since July From September to May, Dr.

From until its sale in September, Dr. From to the present, Dr. Byrne has served as a Manager of the Haverford Group, an investment company and an affiliate of Overstock.

The specific experience, qualifications, attributes or skills that led the Board to conclude that Dr. Byrne should serve as a director in light of our business and structure were the following.

He has served as our chief executive officer the entire time, and has also been directly in charge of marketing, merchandising and other senior executive management functions from time to time.

In addition to being the Company’s founder, largest stockholder and chief executive officer, Dr. Byrne has led and continues to lead the development of the Company’s evolving business model.

Corbus has served as a Director of Overstock since March Corbus was in the investment banking group at Donaldson, Lufkin and Jenrette. Corbus should serve as a director in light of our business and structure were the following.

Corbus has substantial experience in finance as well as management and strategic business planning, including experience analyzing and evaluating corporate business plans, capital structures and needs, and debt, equity and hybrid financing alternatives.

Corbus also has substantial direct experience in strategic planning. The members of the Compensation Committee during were Barclay F. Corbus Chair, Allison H. The Compensation Committee administers our executive compensation program.

The Compensation Committee, which is composed entirely of independent directors, is responsible for reviewing and approving our compensation policies, for reviewing and approving all forms of compensation for our executive officers, including our Named Executive Officers, for administering our incentive compensation programs, for approving and overseeing the administration of our employee benefits programs other than medical benefits programs, and for providing insight and guidance to management with respect to employee compensation and retention generally.

Following is a discussion of the objectives and implementation of our executive compensation programs. The Compensation Committee operates under a charter adopted by the Board of Directors.

The Compensation Committee periodically reviews the adequacy of its charter and recommends changes to the Board for approval as it considers appropriate. The Compensation Committee meets at scheduled times during the year and also acts upon occasion by written consent.

The Compensation Committee reports on its activities and makes Compensation Committee recommendations at meetings of the Board. The Compensation Committee reviews comparative executive compensation information from.

Additionally, from time to time, the Compensation Committee reviews other human resource issues, including qualified and non-qualified benefits, management performance appraisals, and succession planning.

Our Chief Executive Officer, our President, our Senior Vice President, Finance and Risk Management, our Senior Vice President, Human Capital Management, and our other executive officers make recommendations and participate with respect to compensation decisions concerning other executive officers.

The Compensation Committee has not delegated any of its authority to any other person. At the annual stockholders meeting, the stockholders voted, on an advisory basis, to approve our executive compensation.

The Compensation Committee considered the results of the advisory vote in early in connection with its determination of our executive compensation policies and decisions regarding executives’ salaries, bonuses, and equity grants under the Equity Incentive Plan.

While the Compensation Committee viewed the favorable vote as validation of our executive compensation, the Compensation Committee’s consideration of the advisory vote did not affect the Committee’s decisions.

At the annual stockholders meeting the stockholders also voted, on an advisory basis, to approve the Board’s recommendation that future advisory votes regarding our executive compensation be held once every three years.

We have determined to follow the stockholder vote. Our executive compensation programs seek to attract and retain highly competent executive management who will build long-term economic value for the Company.

Our general compensation philosophy for our executives is that our executives’ cash compensation should generally be at levels that are reasonably comparable to those paid at comparable companies, and that our executives’ opportunities for more significant compensation should be tied closely to our performance.

We strive to maintain an egalitarian compensation structure among our senior management team, as we believe that paying most of our executive team the same annual compensation package except for our President, who is paid slightly more, and our Chief Executive Officer, who is paid substantially less fosters an environment of teamwork that benefits the Company.

We also try to foster an environment in which management leads by example. For example, our Chief Executive Officer refused to accept any salary from our inception until the beginning of and has never accepted a cash bonus.

Further, at the recommendation of our senior management team, none of our executives received any bonus payment with respect to Our annual bonus pool plans are designed to pay for performance, and bonuses paid to the Named Executive Officers with respect to were paid in accordance with the Bonus Plan, without any adjustment by the Compensation Committee.

The objectives of our executive compensation plans and programs are to: Our executive compensation policy is designed to reward decisions and actions that have a positive effect on our financial performance and long-term stock value, and to balance short-term and long-term goals.

In the past we used a performance share plan and the periodic grant of stock options. We believe that periodic restricted stock unit grants made over a number of years will have the desired effect of providing appropriate incentives tied to the market price of the common stock over a long period of time, without encouraging short-term or inappropriate management decisions.

We use an annual cash bonus pool as a pay-for-performance program. The cash bonus pool is intended to provide economic incentives to the Named Executive Officers as well as other employees on an annual basis.

The objective is to provide an annual cash incentive tied to our annual performance. The actual amount, if any, paid to each Named Executive Officer is subject to potential adjustment, upward or downward, depending on the Compensation Committee’s subjective evaluation of the contributions made by the executive.

The accounting and tax treatment of particular forms of compensation generally do not affect the Compensation Committee’s compensation decisions. In setting the amounts of each component of a Named Executive Officer’s compensation and considering his or her overall compensation package, the Compensation Committee periodically reviews the history of each executive’s salary, bonuses and equity-based grants in prior years.

In setting salaries, the Compensation Committee did not benchmark the salaries, but reviewed market data to ensure that it was aware of current compensation practices. We selected these four companies because we believe that public companies based in Utah are the most likely competition for our executives, and those four had revenues reasonably similar to our revenues.

We selected those six companies because they are Internet retailers. The Compensation Committee’s review of the Utah Companies and of the Internet Retail Companies ultimately did not have any effect on the salaries of the Named Executive Officers, none of which were changed from except that we began paying our Chief Executive Officer, Patrick M.

Prior to Dr. Byrne had never accepted a salary. Role of Compensation Consultants. Neither the Company nor the Compensation Committee retained or used any compensation consultant in connection with reviewing or setting compensation for our Named Executive Officers or other executives or employees.

The elements of total compensation for which our named executive officers identified in the Summary Compensation Table below the “Named Executive Officers” other than our Chief Executive Officer the “CEO” were eligible during were as follows: Each of these elements is discussed below.

Prior to, our CEO had never accepted a salary. He also has never participated in any of our bonus plans or otherwise received any bonus. The base salaries of the Named Executive Officers are reviewed by the Compensation Committee annually.

The Compensation Committee determined that, except for our CEO as described above, no changes to any of the salaries of any of the Named Executive Officers were appropriate. The salaries are discussed below, and salary income for each Named Executive Officer for calendar year is reported in the Summary Compensation Table.

In January, the Compensation Committee also approved a management bonus pool plan the ” Bonus Plan”. The Bonus Plan was a discretionary bonus pool plan, subject to adjustment, upward or downward, by the Compensation Committee after results became available, although no such adjustments were made.

It was a Company-wide plan, with a portion of any bonuses payable thereunder expected to be paid to the management team, including the Named Executive Officers.

The management team consisted of approximately 18 officers, including the Named Executive Officers. For purposes of the Bonus Plan, the term “Measurement Amount” meant net income adjusted for depreciation and amortization, stock-based compensation expenses, capital structure expenses, expenses incurred in connection with our prime broker litigation and related matters, capital expenditures, restructuring charges, and other miscellaneous expenses.

The Bonus Plan was not based on achieving any particular target. Bonuses paid with respect to were paid in accordance with the terms of the Plan, without any upward or downward adjustment by the Compensation Committee.

Allocations to Named Executive Officers were not based on subjective factors except that the Compensation Committee believes that more senior officers should be paid larger bonuses than more junior employees, based on the contributions made by each of them to the leadership of the Company.

The actual bonus payments to the Named Executive Officers were as follows: Byrne declined to participate in the Bonus Plan. We use the grant of awards under our Equity Incentive Plan to provide long-term incentive compensation opportunities to our key employees, including the Named Executive Officers.

The plan was most recently reapproved by the stockholders in and provides for the grant of awards, including qualified and non-qualified stock options to purchase shares of our common stock. Accordingly, options granted under the plan have no intrinsic value unless the market price of.

We have not granted any options since The plan also provides for the grant of restricted stock awards and other types of awards, although prior to we had not made any such awards. The plan is designed to provide at-risk incentive compensation that aligns management’s financial interests with those of our stockholders and encourages management ownership of our common stock.

Beginning in, the Compensation Committee has approved annual grants of restricted stock units under the plan. The Compensation Committee determines the number of restricted stock units to be granted to key employees, including Named Executive Officers, based on a recommendation of management including the active participation of the Chief Executive Officer and the President, by determining the aggregate amount it considers appropriate for the entire group and allocating the awards on the basis of management’s recommendation and the Compensation Committee’s subjective views of the relative ability of key employees or groups of key employees to make positive contributions to the Company.

We generally make equity grants to key employees, including Named Executive Officers, annually at a regularly scheduled Compensation Committee meeting typically held in January or February of each year, but otherwise have not adopted any specific policy regarding the amount or timing of any stock-based compensation for employees under the plan.

We have never backdated or repriced options. The aggregate grant date fair value of equity-based awards is set forth in the Summary Compensation Table.

We maintain a k plan, in which Named Executive Officers may participate. We did not make any profit-sharing contribution relating to salaries. The amounts of matching contributions and profit sharing contributions allocated to our Named Executive Officers are set forth in the Summary Compensation Table.

Participation in the k plan is available to employees on a non-discriminatory basis. Health and Welfare Benefits. We provide health, life and disability insurance and other employee benefits programs to our employees, including our Named Executive Officers.

Our employee benefits plans are provided on a non-discriminatory basis to all employees. Nonqualified Deferred Compensation Plan. We have a nonqualified deferred compensation plan for senior management the “Deferred Compensation Plan”.

The Deferred Compensation Plan, which is described in more detail below, allows participants to defer receipt of compensation otherwise payable to them under our existing compensation plans, and also permits us to make discretionary contributions to participants’ accounts.

We have never made any discretionary contributions to participants’ accounts. The three elements operate independently of one another, although in setting them, the Compensation Committee considers the value of each component and the total value of the compensation package being provided to each of the Named Executive Officers, as well as the history of each officer’s compensation package.

The Compensation Committee maintained the salaries of the Named Executive Officers other than the CEO at levels because the Committee determined that, except for our CEO as described above, no changes to any of the salaries of any of.

The Committee believed that the salaries, together with the rest of the compensation packages, were sufficient to retain the services of the Named Executive Officers and to keep their salaries within a reasonable range of the median cash compensation paid by the companies reviewed by the Compensation Committee, but would not be more than the amount necessary to achieve those objectives.

As described above, in January the Compensation Committee also approved a management bonus pool plan the ” Bonus Plan” , in which the Named Executive Officers were eligible to participate.

The Compensation Committee’s intention was to establish the pool and the amounts the Named Executive Officers might be expected to receive if the Company were to achieve its plan objectives at levels that would produce meaningful bonuses for the Named Executive Officers and other participants.

The Company did not achieve its plan objectives, and the bonuses paid under the Bonus Plan reflected the year’s results. We granted restricted stock units to our Named Executive Officers and other key employees in early to provide long-term incentive compensation tied directly to the price of the Company’s common stock.

They are also intended to provide reasonable incentives tied to the price of the Company’s common stock, which we believe to be in the best interests of stockholders generally. We determined the number of restricted stock units to be granted to the Named Executive Officers by choosing amounts we believed would provide meaningful economic incentives to the Named Executive Officers, but without being more than the amount necessary to provide those incentives.

The k plan contributions and the health and welfare benefits we provide are intended to help make our overall compensation packages more attractive to all our employees, including our Named Executive Officers.

Risks of Our Compensation Policies and Practices. We periodically analyze and evaluate risks arising from our compensation policies and practices, and have concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on us.

The Deferred Compensation Plan allows participants to defer receipt of compensation otherwise payable to them under our existing compensation plans, and also permits us to make discretionary contributions to participants’ accounts.

Participants are permitted to select from a limited number of investment alternatives available under the Plan. We may, though we have no obligation to, make discretionary contributions on behalf of a participant in the Deferred Compensation Plan, in such form and amount as we deem appropriate.

To date, we have not made any contributions to the Deferred Compensation Plan on behalf of any Named Executive Officer. No above-market or preferential earnings have ever been paid on any compensation deferred under the Deferred Compensation Plan.

Byrne had refused to accept any salary, and he has never accepted any bonus. The Compensation Committee maintained salaries for the other Named Executive Officers at the same rates paid since, as follows: At the same time the Compensation Committee approved bonus payments to the Named Executive Officers pursuant to the Company’s Bonus Plan as follows: The information reviewed had no effect on the decisions to hold executive salaries constant in In January the Compensation Committee also approved the grant of restricted stock units under the Company’s Equity Incentive Plan to employees of the Company, including the Named Executive Officers.

The number of restricted stock units granted to Named Executive Officers were as follows: The bonus pool plan the ” Bonus Plan” is a discretionary bonus pool plan, subject to adjustment, upward or downward, by the Compensation Committee after results are available.

The Bonus Plan is a Company-wide plan for key contributors to the Company’s results. The management team consists of approximately 15 officers, including the Named Executive Officers.

For purposes of the Bonus Plan, the term “Measurement Amount” means net income adjusted for depreciation and amortization, stock-based compensation expenses, capital structure expenses, expenses incurred in connection with our prime broker litigation and related matters, capital expenditures, restructuring charges, and other miscellaneous expenses.

The Bonus Plan is not based on achieving any particular target, and the amounts, if any, payable to each of the Named Executive Officers are not determinable at present. These amounts were estimated based on assumptions that the Named Executive Officers would each receive the following percentages of the total executive team bonus pool: These percentages are estimates only.

Neither these percentages nor the actual amount, if any, of any bonus pool or bonus that may be paid under the bonus pool has been or can be determined at present. Timing of Equity Awards.

We did not grant any stock options to any of our Named Executive Officers during We do not have any program, plan or practice to time option grants, restricted stock unit awards or any other equity awards to our Named Executive Officers or to any other employee in coordination with the release of material non-public information.

The Company’s Board of Directors and Board committees,. Meetings of the Compensation Committee are generally held in connection with the regularly scheduled Board meetings.

The meetings are scheduled in an effort to meet a number of different timing objectives, including the review of financial results and the review of press releases and filings containing financial results.

If the Compensation Committee approves equity awards at future regularly scheduled meetings, those awards may be made shortly before or after the public release of financial results or other material information.

However, if that were to occur, it would be as a result of the fact that the Compensation Committee holds its meetings in connection with the Board meetings, not as a result of a program, plan or practice to time option grants or other equity awards.

We also do not set the grant date of any equity awards to new executives in coordination with the release of material non-public information, and we have not timed, and do not plan to time, the release of material non-public information for the purpose of affecting the value of executive compensation.

Severance And Change of Control Arrangements. None of our executive officers has any contractual right to any severance or change of control payments under any employment or severance agreement. Our executive officers hold options and restricted stock units issued under our Equity Incentive Plan, and the vesting of awards issued under the plan may be accelerated, under certain circumstances, upon or in connection with a change of control of the Company or upon the termination of the employment of the holder within a period of time after a change of control has occurred.

The Equity Incentive Plan provides that in the event of a merger or change of control as defined in the plan outstanding awards shall be assumed by the successor or an equivalent award shall be substituted, or the award shall vest and the participant will have the right to exercise the award.

In addition, as described above, our Deferred Compensation Plan allows participants to defer receipt of compensation otherwise payable to them under our existing compensation plans, and also permits us to make discretionary contributions to participants’ accounts.

Participants are fully vested in all amounts deferred and any earnings or losses on those deferrals at all times. Upon termination of service due to retirement, disability or death, a participant becomes fully vested in any additional amounts, including any discretionary contributions we make, credited to his or her account.

The Company has a policy prohibiting directors, officers and other employees and members of their immediate families from engaging in short sales of the Company’s stock or otherwise engaging in any transaction intended to hedge against or profit from any decrease in the market value of the Company’s securities.

The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed it with management. Corbus Chair Allison H. Compensation Paid to Executive Officers.

We refer to these individuals throughout this proxy statement as the “Named Executive Officers. No bonuses were paid relating to Bonuses shown for were paid in February and relate to Bonuses were paid under our annual bonus pool plans.

Our Compensation Committee had the discretion to make adjustments, upward or downward, to the amounts of any bonuses paid under these plans, although no such adjustments were made with respect to bonuses.

Grants of Plan-Based Awards. Option Exercises and Stock Vested in The following table sets forth information concerning stock awards that vested during the last fiscal year with respect to the Named Executive Officers.

No Named Executive Officer exercised any options during The following table sets forth information concerning our nonqualified deferred compensation plan for senior management. Participants are permitted to select from a limited number of investment alternatives, which are identified below.

The investment alternatives were selected by the Company.

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Very few to’ me. There is no difference in the manner in which the Committee would evaluate a nominee based on whether the nominee is recommended by a stockholder. The aggregate earnings were calculated based on the actual return on the following funds or securities: The actual amount, if any, paid to each Named Executive Officer is subject to potential adjustment, upward or downward, depending on the Compensation Committee’s subjective evaluation of the contributions made by the executive. Wc didn’t wait for it to come back again. The amended and restated Plan provides that if the holder’s employment or service relationship with the Company is terminated for any reason, other than death or disability, the period of time during which an SAR may be exercised following such termination may be determined by the Administrator and set forth in the SAR agreement and the SAR may be exercised only to the extent the SAR was exercisable on the date of termination and in no event later than the expiration of the term of the SAR.

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The three elements operate independently of one another, although in setting them, the Compensation Committee considers the value of each component and the total value of the compensation package being provided to each of the Named Executive Officers, as well as the history of each officer’s compensation package. Byrne declined to participate in the Bonus Plan. Williams is pleased to announce the association of Dr. See…

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