Exhibit 10.34
MOVE, INC.
Amendment to the Executive Retention
and Severance Agreement
with Lorna Borenstein
This Amendment to the
Employment Agreement dated as of May 29, 2007, (the
“Agreement”) between Move, Inc. (the
“Company”) and Lorna Borenstein
(“Executive”) is made this 19th day of December,
2008.
The Company and
Executive have determined that it is in their best interests to
amend the Agreement to include special provisions intended to
ensure compliance with Internal Revenue Code Section 409A
relating to deferred compensation. In consideration of the mutual
covenants contained herein and the continued employment of
Executive by the Company, the parties agree as follows:
1. Section 4.4
of the Agreement is deleted in its entirety and replaced with the
following:
“4.4
“ Diminution of Responsibilities ” means
the occurrence of any of the following conditions, without
Executive’s consent and which condition is not cured by the
Company within thirty (30) days after notice by Executive
specifying the condition (which notice must be given no later than
90 days after the initial occurrence of such event)::
(a) a material reduction by the Company of Executive’s
duties, responsibilities, authority or reporting relationship;
(b) a material reduction in Executive’s base salary or
the percentage of his or her base salary on which his or her target
bonus is based, provided that a reduction in base salary that is
the result of a general reduction in salary in an amount similar to
reductions for other similarly situated Company executives shall
not constitute a “Diminution of Responsibilities”;
(c) a material reduction in benefits (other than future option
grants), provided that a reduction in benefits that is the result
of a general reduction in benefits in an amount similar to
reductions for other similarly situated Company employees shall not
constitute a “Diminution of Responsibilities”;
(d) the Company’s requiring Executive to be based at any
office or location more than 50 miles from the Company’s
headquarters in Westlake Village, California, her home office, or
the office space the Company intends to lease in San Francisco
Bay Area; or (e) a material breach by the Company of the terms
of this Agreement or the Letter from W. Michael Long dated
April 26, 2007 to Executive (the
“Letter” ).”
2. Section 4.7(b) of the
Agreement is amended by deleting the words “ninety
(90)” and replacing them with the words “one hundred
and eighty (180)”.
3. Section 4.8(b) of the
Agreement is amended by deleting the words “ninety
(90)” and replacing them with the words “one hundred
and eighty (180)”.
4. The first
sentence of Section 5.3 of the Agreement is deleted and
replaced with the following:
“In the event that
the Company or the Executive gives notice to the other party of its
intention to terminate Executive’s employment with the
Company under circumstances that would constitute a Termination
Upon a Change of Control or Termination in Absence of a Change of
Control (the “Termination Notice”), the Company shall
have the right, exe
