exv10w72






EXHIBIT 10.72




MOVE, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT



Optionee: Robert J. Krolik



Number Shares Subject to Option: 750,000



Exercise Price per Share: $2.21



Date of Grant: July 20, 2009




     1. Grant of Option. Move, Inc. (the “Company”) hereby grants to the Optionee named
above (the “Optionee”) a Non-Qualified Stock Option to purchase, on the terms and conditions set
forth in this agreement (this “Option Agreement”), the number of shares indicated above of the
Company’s $0.001 par value common stock (the “Stock”), at the exercise price per share set forth
above (the “Option”). The Units are granted as an inducement award pursuant to Nasdaq Marketplace
Rule 4350(i)(1)(a)(iv) and are not granted under any established plan of the Company. The Option
is a non-qualified stock option that is not intended to meet the requirements of an “incentive
stock option” under Section 422 of the Code.



     2. Definitions. The following words and phrases shall have the following meanings:



     “Cause” shall have the meaning set forth in the Retention Agreement.



     “Change of Control” shall have the meaning set forth in the Retention Agreement.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time. For purposes of
this Option Agreement, references to sections of the Code shall be deemed to include references to
any applicable regulations thereunder and any successor or similar provision.



     “Committee” means the Company’s Management Development and Compensation Committee.



     “Disability” shall have the meaning set forth in the Retention Agreement.



     “Fair Market Value” means, as of any date, the value of a share of the Company’s Stock
determined as follows: (a) if the Stock is then quoted on the Nasdaq National Market, its closing
price on the Nasdaq National Market on the date of determination as reported in The Wall Street
Journal; (b) if such Stock is publicly traded and is then listed on a national securities exchange,
its closing price on the date of determination on the
principal national securities exchange on which the Stock is listed or admitted to trading as
reported in The Wall Street Journal; (c) if such Stock is publicly traded but is not



 









 




quoted on the
Nasdaq National Market nor listed or admitted to trading on a national securities exchange, the
average of the closing bid and asked prices on the date of determination as reported in The Wall
Street Journal; or (c) if none of the foregoing is applicable, by the Committee in good faith.




     “Retention Agreement” shall mean Optionee’s Executive Retention and Severance Agreement dated
as of June 30, 2009 (the “Retention Agreement”).



     “Termination Upon Change of Control” shall have the meaning set forth in the Retention
Agreement.



     “Termination in Absence of Change of Control” shall have the meaning set forth in the
Retention Agreement.



     3. Vesting of Option. The Options shall vest (become exercisable) in equal quarterly
installments over a forty-eight (48) month period beginning on July 20, 2009, provided that
Optionee is employed by the Company on each such vesting date. Notwithstanding the foregoing
vesting schedule, the Options shall become fully vested and exercisable (i) immediately upon
Optionee’s termination of employment by reason of death or Disability, or (ii) immediately upon a
Change of Control, or (iii) immediately upon Termination in Absence of Change of Control.



     4. Period of Option and Limitations on Right to Exercise. The term of the Options
will be for a period of ten years, expiring at 5:00 p.m., Pacific Time, on the tenth anniversary of
the Grant Date (the “Expiration Date”). To the extent not previously exercised, the Options will
lapse prior to the Expiration Date upon the earliest to occur of the following circumstances:



     (a) Three months after the termination of Optionee’s employment for any reason other than (i)
by reason of Optionee’s death or Disability, (ii) a Termination in Absence of Change of Control,
(iii) a Termination Upon Change of Control, or (iv) for Cause.



     (b) Twelve months after the termination of Optionee’s employment by reason of Optionee’s death
or Disability



     (c) Twelve months after the end of the transition period described in Section 5.3 of the
Retention Agreement (the “Transition Period”) or, if no such Transition Period is requested, twelve
months after the date of a Termination Upon Change of Control or a Termination in Absence of Change
of Control.



     (d) One month after the termination of Optionee’s employment for Cause.


The Committee may, prior to the lapse of the Options under the circumstances described in
subparagraphs (a), (b), (c) or (d) above, extend the time to exercise the Options as determined by
the Committee in writing. If Optionee returns to employment with the


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Company during the designated
post-termination exercise period, then Optionee shall be restored to the status Optionee held prior
to such termination but no vesting credit will be earned for any period Optionee was not employed
by the Company. If Optionee or his or her beneficiary exercises an Option after termination of
employment, the Options may be exercised only with respect to the Shares that were otherwise vested
on Optionee’s termination of service, including Options vested by acceleration under Section 3.




     5. Exercise of Option. The Options shall be exercised by (a) written notice directed
to the Secretary of the Company or his or her designee at the address and in the form specified by
the Secretary from time to time and (b) payment to the Company in full for the Shares subject to
such exercise (unless the exercise is a broker-assisted cashless exercise, as described below). If
the person exercising an Option is not Optionee, such person shall also deliver with the notice of
exercise appropriate proof of his or her right to exercise the Option. Payment for such Shares
shall be in (a) cash, (b) Shares previously acquired by the purchaser, (c) Shares withheld from the
Option, or (d) any combination thereof, for the number of Shares specified in such written notice.
The value of Shares surrendered or withheld for this purpose shall be the Fair Market Value as of
the last trading day immediately prior to the exercise date. To the extent permitted under
Regulation T of the Federal Reserve Board, and subject to applicable securities laws and any
limitations as may be applied from time to time by the Committee (which need not be uniform), the
Options may be exercised through a broker in a so-called “cashless exercise” whereby the broker
sells the Option Shares on behalf of Optionee and delivers cash sales proceeds to the Company in
payment of the exercise price.



     6. Beneficiary Designation. The Optionee may, in the manner determined by the
Committee, designate a beneficiary to exercise the rights of the Optionee hereunder and to receive
any distribution with respect to the Options upon the Optionee’s death. A beneficiary, legal
guardian, legal representative, or other person claiming any rights hereunder is subject to all
terms and conditions of this Option Agreement and to any additional restrictions deemed necessary
or appropriate by the Committee. If no beneficiary has been designated or survives Optionee, the
Options may be exercised by the legal representative of Optionee’s estate, and payment shall be
made to Optionee’s estate. Subject to the foregoing, a beneficiary designation may be changed or
revoked by Optionee at any time provided the change or revocation is filed with the Company.



     7. Withholding. The Company has the authority and the right to deduct or withhold, or
require Optionee to remit to the employer, an amount sufficient to satisfy federal, state, and
local taxes (including Optionee’s FICA obligation) required by law to be withheld with respect to
any taxable event arising as a result of the exercise of the Options. The Committee may permit in
its sole discretion the withholding requirement to be satisfied, in whole or in part, by
withholding from the Options shares of Stock having a Fair Market Value on the date of withholding
equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes,
all in accordance with such
procedures as such officer establishes. The obligations of the Company under this Option Agreement
will be conditional on such payment or arrangements, and the Company will,



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to the extent permitted
by law, have the right to deduct any such taxes from any payment of any kind otherwise due to
Optionee.



     8. Limitation of Rights. The Option does not confer to the Optionee or the Optionee’s
personal representative any rights of a shareholder of the Company unless and until shares of Stock
are in fact issued to such person in connection with the exercise of the Option. Nothing in this
Option Agreement shall interfere with or limit in any way the right of the Company to terminate the
Optionee’s service at any time, nor confer upon the Optionee any right to continue in the service
of the Company.



     9. Stock Reserve. The Company shall at all times during the term of this Option
Agreement reserve and keep available such number of shares of Stock as will be sufficient to
satisfy the requirements of this Option Agreement.



     10. Restrictions on Transfer and Pledge. No right or interest of Optionee in the
Options may be pledged, encumbered, or hypothecated to or in favor of any party other than the
Company, or shall be subject to any lien, obligation, or liability of Optionee to any other party
other than the Company. The Options are not assignable or transferable by Optionee other than by
will or the laws of descent and distribution or pursuant to a domestic relations order that would
satisfy Section 414(p)(1)(A) of the Code if such Section applied to this Option; provided, however,
that the Committee may (but need not) permit other transfers. The Options may be exercised during
the lifetime of Optionee only by Optionee or any permitted transferee.



     11. Restrictions on Issuance of Shares. If at any time the Committee shall determine
in its discretion, that registration, listing or qualification of the shares of Stock covered by
the Options upon any securities exchange or similar self-regulatory organization or under any
foreign, federal, or local law or practice, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition to the exercise of the Options, the
Options may not be exercised in whole or in part unless and until such registration, listing,
qualification, consent or approval shall have been effected or obtained free of any conditions not
acceptable to the Committee.



     12. Changes in Capital Structure. In the event of a nonreciprocal transaction between
the Company and its shareholders that causes the per-share value of the Stock to change (including,
without limitation, any stock dividend, stock split, spin-off, rights offering, or large
nonrecurring cash dividend), the Committee shall make such adjustments to the Option as it deems
necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately
resulting from such transaction. Without limiting the foregoing, in the event of a subdivision of
the outstanding Stock (stock-split), a declaration of a dividend payable in shares of Stock, or a
combination or consolidation of the outstanding Stock into a lesser number of shares of Stock, the
shares of Stock then subject to the Option shall automatically, without the necessity for any
additional action
by the Committee, be adjusted proportionately without any change in the aggregate purchase price
therefor.



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     13. Successors. This Option Agreement shall be binding upon any successor of the
Company, in accordance with the terms of this Option Agreement.



     14. Severability. If any one or more of the provisions contained in this Option
Agreement are invalid, illegal or unenforceable, the other provisions of this Option Agreement will
be construed and enforced as if the invalid, illegal or unenforceable provision had never been
included.



     15. Notice. Notices and communications under this Option Agreement must be in writing
and either personally delivered or sent by registered or certified United States mail, return
receipt requested, postage prepaid. Notices to the Company must be addressed to Move, Inc., 30700
Russell Ranch Road, Westlake Village, CA 91362, Attn: General Counsel, or any other address
designated by the Company in a written notice to the Optionee. Notices to the Optionee will be
directed to the address of the Optionee then currently on file with the Company, or at any other
address given by the Optionee in a written notice to the Company.



     16. Arbitration. Any claim, dispute or controversy arising out of this Option
Agreement, the interpretation, validity or enforceability of this Option Agreement or the alleged
breach thereof shall be submitted by the parties to binding arbitration by the American Arbitration
Association. The site of the arbitration proceeding shall be in Los Angeles County, California, or
another location mutually agreed to by the parties.



     17. Amendment and Modification. This Option Agreement may be amended or modified only
by a writing signed by both parties hereto.



     18. Governing Law. This Option Agreement is governed by and will be construed in
accordance with the laws of the State of California.



     IN WITNESS WHEREOF, Move, Inc., acting by and through its duly authorized officers, has caused
this Option Agreement to be executed, and the Optionee has executed this Option Agreement, all as
of the day and year first above written.



	 	 	 	 	 
	MOVE, INC.:

	 	OPTIONEE:	 	 
	 
	 	 	 	 
	By: /s/ James S. Caulfield
 

Name: James S. Caulfield

	 	/s/ Robert J. Krolik
 

Robert J. Krolik
	 	 
	Title: EVP, General Counsel
& Secretary
	 	 	 	 







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