Amendment to the Executive
Retention and Severance Agreement
with Errol Samuelson
This Amendment to
the Employment Agreement dated as of May 6, 2008, (the
“Agreement”) between Move, Inc. (the
“Company”) and Errol Samuelson
(“Executive”) is made this 30th 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. The fourth
sentence of Section 2.4 of the Agreement is deleted and
replaced with the following:
“The
Contingent Bonus Payment, if any, shall be paid in a lump sum
within sixty (60) days after the end of the year in which
Executive’s termination date occurs.”
2. The fifth
sentence of Section 2.4 of the Agreement is deleted and
replaced with the following:
“The
Contingent Bonus Payment, if any, shall be paid in a lump sum
within sixty (60) days after the end of the year in which
Executive’s termination date occurs.”
3.
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 reduction by the Company of Executive’s duties,
responsibilities, authority or reporting relationship such that
Executive no longer serves in a substantive, senior executive role
for the Company comparable in stature to Executive’s current
role, or no longer reports to the President of the Company;
(b) a material reduction in Executive’s base salary or
the percentage of his base salary on which his 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
offices in Richmond, British Columbia or its headquarters in
Westlake Village, California; or (e) a material breach by the
Company of the terms of this Agreement or the Letter to
you.”
4. Section 4.7(b)
of the Agreement is amended by deleting the words “one
hundred and twenty (120)” and replacing them with the words
“one hundred and eighty (180)”.
