Amendment to the Employment
Agreement
with W. Michael Long
This
Amendment to the Employment Agreement dated as of March 6,
2002, (the “Agreement”) between Move, Inc. (previously
known as “homestore.com, Inc.”) (the
“Company”) and W. Michael Long
(“Executive”) is made this 24th 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:
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1.
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The
Agreement is hereby amended by deleting the last paragraph of
Section 4(e) in its entirety and replacing it with the
following:
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“The following shall apply to
your rights under this Section 4: (i) any payments or
reimbursements provided in any one calendar year shall not affect
the amount of payments or reimbursements provided in any other
calendar year; (ii) the reimbursement of an eligible expense
shall be made within 10 days after demand by you and no later
than December 31 of the year following the year in which the
expense was incurred; and (iii) such rights shall not be
subject to liquidation or exchange for another benefit. If all or
any portion of the amounts payable to you or on your behalf under
this Section 4 become or otherwise are subject to federal or
state income taxes, Homestore shall pay to you an amount necessary
to place you in the same after-tax position as you would have been
in had no such taxes been imposed, and such payment shall be paid
within 10 days after demand by you, and in no event later than
December 31 of the year after the year in which the related
taxes are remitted to the applicable taxing authorities. The
determination of the amount of any such tax indemnity shall be made
by the independent accounting firm employed by Homestore, which
amount shall be increased or decreased to reflect the results of
any final determination by taxing authorities in any administrative
or judicial action, and shall include any expenses reasonably
incurred by you in defending same. The reimbursement of such
expenses shall be made on a current basis, as incurred and within
10 days after demand by you, and in no event later than
December 31 of the year following the calendar year in which
the taxes that are the subject of the audit or proceeding are
remitted to the taxing authority, or where as a result of such
audit or proceeding no taxes are remitted, December 31 of the
year following the calendar year in which the audit is completed or
there is a final and nonappealable settlement or other resolution
of the proceeding. The amount payable pursuant to this paragraph
shall be increased to the extent necessary to pay any interest and
penalties determined to be due, and shall be grossed up for the
income tax due on the aggregate reimbursement.”
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2.
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The
Agreement is hereby amended by deleting Section 6(a) in its
entirety and replacing with the following:
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“You may terminate your
employment upon written notice to the Board no later than
90 days following the initial occurrence of an event
constituting “Good Reason” (as defined below), if
following such event, the event constituting Good Reason is not
cured by
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Homestore within 30 days after
receipt of your notice to the Board requesting that such event be
cured (an “Involuntary Termination”);”
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3.
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The
Agreement is hereby amended by deleting Section 7(a) in its
entirety and replacing with the following:
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““Good Reason”
means the occurrence of any of the following conditions, without
your written consent: (i) your no longer serving as chief
executive officer of Homestore or its ultimate parent corporation
and reporting only to the board of directors of Homestore or such
ultimate parent, as the case may be; (ii) any material breach
of this letter agreement by Homestore, including any material
reduction in your cash compensation or reimbursements; or
(iii) Homestore’s requiring you to be based at any
office or location more than 50 miles from Austin, Texas or
Homestore’s current headquarters in Westlake Village,
California.”
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4.
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The
Agreement is hereby amended by deleting the first sentence of
Section 8 and replacing with the following:
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“Upon termination of your
employment with Homestore for any reason, you will receive payment
in a lump sum in cash within 30 days after the date of
termination, all unpaid salary and vacation accrued to the date of
your termination of employment; any remaining unpaid balance of
your sign-on bonus; and any performance bonus that has been earned
but not paid. In addition, your benefits will be continued under
Homestore’s then existing benefit plans and policies for so
long as provided under the terms of such plans and policies or as
required by applicable law.”
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5.
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The
Agreement is hereby amended by deleting Section 8(b) in its
entirety and replacing with the following:
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