(the “***Contingent Bonus Payment***”) equal to (i) a pro rata portion of Executive’s Target Bonusprorated based on the number of days Executive is employed by the Company during such year, less(ii) the Minimum Bonus Payment. “***Target Bonus***” means the total bonus amount Executive would beentitled to receive for the entire year assuming achievement of 100% of the financial andnon-financial objectives established in Executive’s bonus plan (but not including any additionalbonus amount payable for over achievement of objectives). The Minimum Bonus Payment shall be paidin a lump sum within five (5) business days after the conclusion of the transition period (or afterthe termination date if there is no transition period requested by the Company) without regard tothe actual satisfaction of any performance criteria. The Contingent Bonus Payment, if any, shall bepaid in a lump sum within ninety (90) days after the end of the year in which Executive’stermination date occurs. Payments under this section shall be less applicable withholding.3. Termination in Absence of Change of Control. In the event of Executive’s Termination inAbsence of a Change of Control, provided that Executive complies with Section 5.2 below andperforms the transition services that the Company may request as described in Section 5.3 below,Executive shall receive the following payments and benefits:     3.1 Basic Severance Compensation. Executive shall receive all salary and accruedvacation (less applicable withholding) earned through the conclusion of the transition period (ortermination date if there is no transition period requested by the Company), and the benefits, ifany, under Company benefit plans to which Executive may be entitled pursuant to the terms of suchplans. In addition, the Company shall pay 100% of the Executive’s COBRA premiums for the same orreasonably equivalent medical coverage he had on the date of his termination for a period not toexceed the earlier of one (1) year following termination or until Executive becomes eligible formedical insurance coverage at a new employer.     3.2 Cash Severance Payment. Executive shall receive an amount equal to twelve (12)months of Executive’s base salary (less applicable withholding), paid within five (5) business daysafter the conclusion of the transition period (or termination date if there is no transition periodrequested by the Company.)     3.3 Stock Award Acceleration. Upon Executive’s termination date, 100% of alloutstanding stock options granted and restricted stock issued by the Company to Executive prior tothe date of this Agreement, including the options described in the letter from W. Michael Longdated October 5, 2006 (the “***Letter***”), (collectively the “***Outstanding Options***”), shall vest. Inaddition, all Outstanding Options, including the accelerated options described above, shall beexercisable by Executive for a period of one (1) year following the end of such transition period(if any) or one year following termination if the Company requests no transition period.     3.4 Cash Bonus Payment. Executive shall receive a payment in an amount (the “***MinimumBonus Payment***”) equal to fifty percent (50%) of Executive’s “Target Bonus” for the year in whichExecutive’s termination date occurs. In addition, if Executive’s termination date occurs in thesecond half of the year (i.e., after June 30th), and all financial performance criteria establishedin Executive’s bonus plan are achieved by the Company for the full year in which Executive’stermination date occurs, then the Company will pay Executive an additional amount
 

 
(the “***Contingent Bonus Payment***”) equal to (i) a pro rata portion of Executive’s Target Bonusprorated based on the number of days Executive is employed by the Company during such year, less(ii) the Minimum Bonus Payment. “***Target Bonus***” means the total bonus amount Executive would beentitled to receive for the entire year assuming achievement of 100% of the financial andnon-financial objectives established in Executive’s bonus plan (but not including any additionalbonus amount payable for over achievement of objectives). The Minimum Bonus Payment shall be paidin a lump sum within five (5) business days after the conclusion of the transition period (or afterthe termination date if there is no transition period requested by the Company) without regard tothe actual satisfaction of any performance criteria. The Contingent Bonus Payment, if any, shall bepaid in a lump sum within ninety (90) days after the end of the year in which Executive’stermination date occurs. Payments under this section shall be less applicable withholding.4. Definitions. Capitalized terms used, but not previously defined, in this Agreement shallhave the meanings set forth in this Section 4.     4.1 “Cause” means (a) your willful and continued failure to perform substantially yourduties with the Company (other than any such failure resulting from incapacity due to physical ormental illness, and specifically excluding any failure by you, after reasonable efforts, to meetperformance expectations), for thirty (30) days after a written demand for substantial performanceis delivered to you by the Chief Executive Officer of Move which specifically identifies the mannerin which the Chief Executive Officer believes that you have not substantially performed yourduties, or (b) your willful engagement in illegal conduct or gross misconduct which is materiallyand demonstrably injurious to the Company. For purposes of this provision, no act or failure toact, on the part of you, shall be considered “willful” unless it is done, or omitted to be done, byyou in bad faith without reasonable belief that your action or omission was in the best interestsof the Company.     4.2 “Change of Control” means (a) any “person” (as such term is used in Sections 13(d)and 14(d) of the Securities Exchange Act of 1934, as amended (the *“****Exchange Act****”)),*other than atrustee or other fiduciary holding securities of the Company under an employee benefit plan of theCompany, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the ExchangeAct), directly or indirectly, of securities of the Company representing 50% or more of (A) theoutstanding shares of common stock of the Company or (B) the combined voting power of the Company’sthen-outstanding securities; (b) the Company is party to a merger or consolidation, or series ofrelated transactions, which results in the voting securities of the Company outstanding immediatelyprior thereto failing to continue to represent (either by remaining outstanding or by beingconverted into voting securities of the surviving or another entity) at least fifty (50%) percentof the combined voting power of the voting securities of the Company or such surviving or otherentity outstanding immediately after such merger or consolidation; (c) the sale or disposition ofall or substantially all of the Company’s assets (or consummation of any transaction, or series ofrelated transactions, having similar effect), unless at least fifty (50%) percent of the combinedvoting power of the voting securities of the entity acquiring those assets is held by persons whoheld the voting securities of the Company immediate prior to such transaction or series oftransactions; (d) there occurs a change in the composition of the Board of Directors of the Companywithin a two-year period, as a result of
 

 
which fewer than a majority of the directors are Incumbent Directors; (e) the dissolution orliquidation of the Company, unless after such liquidation or dissolution all or substantially allof the assets of the Company are held in an entity at least fifty (50%) percent of the combinedvoting power of the voting securities of which is held by persons who held the voting securities ofthe Company immediately prior to such liquidation or dissolution; or (f) any transaction or seriesof related transactions that has the substantial effect of anyone or more of the foregoing.     4.3 “Company” means Move, Inc., any successor thereto and, following a Change ofControl, any successor or owner of substantially all the business and/or assets of Move, Inc.     4.4 “Diminution of Responsibilities” means the occurrence of any of the followingconditions, without Executive’s consent and which condition is not cured by the Company within ten(10) days after notice by Executive specifying the condition: (a) a reduction by the Company ofExecutive’s duties, responsibilities, authority or reporting relationship such that Executive nolonger serves in a substantive, senior executive role for the Company comparable in stature toExecutive’s current role, or no longer reports to the chief executive officer of the Company; (b) areduction in Executive’s base salary or the percentage of his base salary on which his target bonusis based, provided that a reduction in base salary that is the result of a general reduction insalary in an amount similar to reductions for other similarly situated Company executives shall notconstitute a “Diminution of Responsibilities”; (c) a material reduction in benefits (other thanfuture option grants), provided that a reduction in benefits that is the result of a generalreduction in benefits in an amount similar to reductions for other similarly situated Companyemployees shall not constitute a “Diminution of Responsibilities”; (d) the Company’s requiringExecutive to be based at any office or location more than 50 miles from the Company’s headquartersin Westlake Village, California; or (e) a material breach by the Company of the terms of thisAgreement or the Letter to you.     4.5 “Disability” means the inability to engage in the performance of Executive’sduties by reason of a physical or mental impairment which constitutes a permanent and totaldisability in the opinion of a qualified physician.     4.6 “Incumbent Director” means a director who (1) is a director of the Company as ofthe Effective Date, (2) is elected, or nominated for election, to the Board of Directors of theCompany with the affirmative votes of at least a majority of the Incumbent Directors at the time ofsuch election or nomination, or (3) was not elected or nominated in connection with an actual orthreatened proxy contest relating to the election of directors to the Company.     4.7 “Termination in Absence of Change of Control” means:a) any termination of employment of Executive by the Company without Cause (i) thatoccurs prior to the date that the Company first publicly announces it has enteredinto a definitive agreement or that the Company’s Board of Directors has endorsed atender offer for the Company’s stock that in either case if consummated would resultin a Change of Control (even though consummation is subject to approval or requisitetender by the Company’s stockholders and other conditions and contingencies), (ii)that occurs after the Company announces that
 

 
any definitive agreement or tender offer referred to in clause (i) has beenterminated and before it announces it has entered into another such definitiveagreement or the Board of Directors has endorsed another tender offer, or (iii) thatoccurs more than twelve (12) months following the consummation of any transaction orseries of related transactions that result in a Change of Control; or(b) any resignation by Executive based on a Diminution of Responsibilities thatoccurs within one-hundred and twenty (120) days following the occurrence of one ofthe conditions that constitutes a Diminution of Responsibilities, but only wheresuch Diminution of Responsibilities occurs: (i) prior to the date that the Companyfirst publicly announces it has entered into a definitive agreement or that theCompany’s Board of Directors has endorsed a tender offer for the Company’s stockthat if consummated would result in a Change of Control (even though consummation issubject to approval or requisite tender by the Company’s stockholders and otherconditions and contingencies), (ii) after the Company announces that any definitiveagreement or tender offer referred to in clause (i) has been terminated and beforeit announces it has entered into another such definitive agreement or the Board ofDirectors has endorsed another tender offer, or (iii) more than twelve (12) monthsfollowing the consummation of any transaction or series of related transactions thatresult in a Change of Control.     Notwithstanding anything to the contrary herein, the term Termination in Absence ofChange of Control shall not include termination of the employment of Executive (1) by the Companyfor Cause; (2) as a result of the voluntary termination of employment by Executive for reasonsother than a Diminution of Responsibilities; or (3) that is a Termination Upon a Change of Control.     4.8 “Termination Upon Change of Control” means:(a) any termination of the employment of Executive by the Company without Causeduring the period commencing on or after the date that the Company first publiclyannounces that it has signed a definitive agreement or that the Company’s Board ofDirectors has endorsed a tender offer for the Company’s stock that in either casewhen consummated would result in a Change of Control (even though consummation issubject to approval or requisite tender by the Company’s stockholders and otherconditions and contingencies) and ending at the earlier of the date on which theCompany publicly announces that such definitive agreement or tender offer has beenterminated without a Change of Control or on the date which is twelve (12) monthsfollowing the consummation of any transaction or series of transactions that resultsin a Change of Control; or(b) any resignation by Executive based on a Diminution of Responsibilities where (i)such Diminution of Responsibilities occurs during the period commencing on or afterthe date that the Company first publicly announces that it has signed a definitiveagreement that when consummated would result in a Change of Control (even thoughconsummation is subject to approval or requisite
 

 
tender by the Company’s stockholders and other conditions and contingencies) andending on the date which is twelve (12) months following the consummation of thetransaction or series of transactions that results in the Change of Control, and(ii) such resignation occurs within one-hundred and twenty (120) days following suchDiminution of Responsibilities.     Notwithstanding anything to the contrary herein, the term Termination Upon Change of Controlshall not include any termination of the employment of Executive (1) by the Company for Cause; (2)as a result of the voluntary termination of employment by Executive for reasons other than aDiminution of Responsibilities; or (3) that is a Termination in Absence of Change of Control.5. No Other Benefits; Release; Transition Period; Termination Under Other Circumstances.     5.1 No Other Benefits Payable. Executive shall be entitled to no other compensation,benefits, or other payments from the Company as a result of any termination of employment.     5.2 Release of Claims. The Company may condition payment of the cash severance andaccelerated vesting of stock awards in Sections 2 or 3 of this Agreement upon the delivery byExecutive of a signed mutual release of known and unknown claims related to Executive’s employmentin a form satisfactory to the Company.     5.3 Transition Period. In the event of Executive’s Termination Upon a Change ofControl or Termination in Absence of a Change of Control, the Company shall have the rightexercisable by notice to Executive given at any time prior to ten (10) days after the effectivedate of such termination to request that Executive remain employed by the Company for such periodfollowing such termination as the Company may elect, but in no event longer than one hundred eighty(180) days following the effective date of such termination. If Executive agrees to such transitionperiod (by giving notice to the Company within five (5) days after the Company’s notice toExecutive), then during such period Executive shall remain a full time employee of the Company atthe rate of compensation and with the same benefits as in effect on the date of his termination,shall perform such duties consistent with his prior responsibilities as the Company shallreasonably request, including services designed to transition his duties and responsibilities toone or more replacements, and at the conclusion of the transition period shall receive the benefitsprovided in Section 2 or 3 above as the case may be. If the Company requests a transition period asprovided above and Executive does not agree to it, Executive shall receive the benefit of Section2.1 or 3.1(computed through the date of termination), as the case may be, but shall not receive the benefitof the other provisions of this Agreement. The Company need not request a transition period, inwhich case Executive shall receive the benefit of Section 2 or Section 3, as the case may be, andthe other provisions of this Agreement based on the date of actual termination. The Company shallhave the right at any time to terminate Executive during the transition period, in which caseExecutive shall be entitled to the benefits of Section 2 or Section 3, as the case may be.Executive shall have the right to terminate his employment at any time during the transitionperiod, but if Executive shall fail or refuse to complete the transition period, other than as aresult of death or Disability, then Executive shall not be entitled to the benefit of Section 2 orSection 3
 

 
(except Section 2.1 or 3.1 through the date such services cease). In the case of Executive’s deathor Disability during the transition period, he shall be deemed to have completed the transitionperiod service for the full period requested.     5.4 Termination Under Other Circumstances. In the event of Executive’s termination forCause, or any resignation by Executive that does not constitute a Termination Upon a Change ofControl or a Termination in Absence of Change of Control, the Company’s sole financial obligationsto Executive shall be to pay to Executive all salary and accrued vacation (less applicablewithholding) earned through the effective date of Executive’s termination or resignation, to honorExecutive’s vested options and restricted stock (if any), and to provide the benefits, if any,under the Company’s benefit plans to which Executive may be entitled pursuant to the terms of suchplans. In the event of a termination of Executive’s employment (1) by the Company as a result ofthe Disability of Executive or (2) as a result of the death of Executive, Executive (or Executive’sestate) shall be entitled to the benefits of Section 3.6. Agreement Not to Solicit. If Company performs its obligations to deliver the severancepayments and benefits set forth in Sections 2 or 3 of this Agreement, then for a period of one (1)year after Executive’s termination of employment, Executive will not solicit or seek to induce anyemployee, distributor, vendor, representative or customer of the Company to discontinue thatperson’s or entity’s relationship with or to the Company.7. Arbitration. Any claim, dispute or controversy arising out of this Agreement, theinterpretation, validity or enforceability of this Agreement or the alleged breach thereof shall besubmitted by the parties to binding arbitration by the American Arbitration Association. The siteof the arbitration proceeding shall be in Los Angeles County, California, or another locationmutually agreed to by the parties.8. Conflict in Benefits.     8.1 Effect of Agreement. This Agreement, together with the Letter, a copy of which isattached hereto and incorporated herein by reference, the option agreements by which the optiongrants referred to in the Letter are evidenced, option agreements relating to option grants issuedprior to the date of this Agreement, the indemnity agreement, and the confidentiality and inventionassignment agreement executed by you, shall supersede all prior arrangements, whether written ororal, and understandings regarding Executive’s employment with the Company and shall be theexclusive agreement for the determination of any compensation due to Executive from Company as aresult of Executive’s employment with Company. In the event of any conflict in these variousdocuments, the provisions of this agreement shall control the others and the Letter shall controlthe option agreements.9. Miscellaneous.     9.1 Successors of the Company. The Company will require any successor or assign(whether direct or indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Company, expressly, absolutely andunconditionally to assume and agree to perform this Agreement in the same manner and to the
 

 
same extent that the Company would be required to perform it if no such succession orassignment had taken place. In the event of a Change in Control in which the options granted by theCompany to Executive cannot be assumed by the successor or assign, Company shall give Executivereasonable advanced notice of such Change in Control, all options granted by the Company toExecutive shall vest and become exercisable prior to such Change in Control, and Company shallallow Executive a reasonable opportunity to exercise such options prior to such Change in Control.     9.2 Modification of Agreement. This Agreement and the Letter referred to in Section8.1 above may be modified, amended or superceded only by a written agreement signed by Executiveand the Chief Executive Officer of the Company or an authorized member of the Board of Directors ofthe Company.     9.3 Governing Law. This Agreement shall be interpreted in accordance with and governedby the laws of the State of California.     9.4 No Employment Agreement. Executive acknowledges and understands that hisemployment with the Company is at-will and can be terminated by either party for no reason or forany reason not otherwise specifically prohibited by law. Nothing in this Agreement is intended toalter Executive’s at-will employment status or obligate the Company to continue to employ Executivefor any specific period of time, or in any specific role or geographic location.         EXECUTIVE   MOVE, INC.           /s/ James S. Caulfield   By: /s/ Mike Long   James S. Caulfield   Name:  Mike Long      Title: CEO