Employment Agreement by and between the registrant and Jacqueline L. Davidson



 EXHIBIT 10.18 
 EMPLOYMENT AGREEMENT    This agreement (the “Agreement”) is made and entered into as of February 19, 2008, by and between HouseValues, Inc. (“HouseValues” or “we”), a Washington
corporation, and Jacqueline L. Davidson (“You”), an individual. 
 Term of Employment and Compensation 
 As of the filing of the HouseValues Form 10-K for calendar year 2007, you will transition from your current role at HouseValues and will commence performing the usual
and customary work of a Chief Financial Officer, as well as any additional duties that the CEO/ Board of Directors may instruct you to perform. It is understood and agreed that it is the intent of the parties that you will provide services to
HouseValues on a full-time basis and that, specifically, you will not undertake any part-time or “moonlighting” employment or consultancy without the prior written consent of HouseValues. 
 Your salary will be $210,000 per year, paid twice monthly. Salary, bonus and equity compensation will be subject to all legally required withholding taxes. 

Management Bonus Program 
 You are eligible to participate in the
annual management bonus program. The management bonus program is defined by the CEO and Board of Directors. There is no guaranteed payout under the management bonus program. 
 Your target bonus is 45%. In its discretion, the Board of Directors may choose to fund a bonus below that amount or above that amount depending on company and individual performance. The exact bonus payment will be
determined at the sole discretion of the Board of Directors. 
 Please note: The management bonus program is subject to change at any
time. 
 Benefits 
 You will be entitled, during
the term of your employment, to vacation, medical and other employee benefits (subject to applicable eligibility requirements) to the extent such benefits are offered by HouseValues to its other employees. 
 Option Compensation 
 HouseValues wishes to ensure that your energies
are wholly devoted to the long-term interests of HouseValues and its shareholders. Accordingly, subject to approval by the Board of Directors and the execution by you of a stock option Agreement, you will receive the option to purchase 75,000 shares
of HouseValues, Inc. common stock, pursuant to the terms of the HouseValues, Inc. 2004 Stock Incentive Compensation Plan. The exercise price per share of the Option will be set at the fair market value per share of the Company’s common stock on
the date of grant, as determined by the Board of Directors. 
 Confidential Information, Inventions, Nonsolicitation and Noncompetition Agreement 

 By entering into this Agreement, you are confirming the effectiveness and continuing obligations set forth in your previously executed Confidential
Information, Inventions, Nonsolicitation and Noncompetition Agreement. Please note that the Company’s willingness to enter into this Agreement with you and to facilitate the equity compensation described above is based in significant part on
your commitment to fulfill the obligations specified in that agreement. 







 Employment at Will 
 Your employment with HouseValues will be “at will,” which means that either you or HouseValues may terminate your employment with HouseValues at any time, with or without cause. Any statements to the contrary that may have been
made to you, or that may be made to you, by the Company, its agents, or representatives are superseded by this Agreement. If you wish to terminate your employment, HouseValues requests that you provide written notice at least two weeks prior to the
effective date of your resignation. 
 Termination Payment 
 In the event of the termination of your employment, all compensation and benefits set forth above terminate except for the following: 
 If the
Company terminates your employment without Cause or if you terminate your employment for Good Reason, you shall be entitled to receive termination payments equal to (i) six months’ your annual base salary, and (ii) six months’
COBRA premiums otherwise due from you, for yourself and eligible dependents, with respect to COBRA coverage offered by the Company, provided that you sign a separation agreement releasing any claims against the Company. If the Company terminates
your employment because of death or disability, you shall be entitled to receive six months’ COBRA premiums otherwise due from you, for yourself and eligible dependents, with respect to COBRA coverage offered by Company. If you are terminated
for Cause or if you terminate your employment other than for Good Reason, you shall not be entitled to receive any of the foregoing benefits. All payments under this paragraph shall be made to you at the same interval as payments of salary were made
to you immediately prior to termination. 
 Wherever reference is made in this Agreement to termination being with or without Cause,
“Cause” shall be limited to the occurrence of one or more of the following events: 
  

	 	(a)	willful misconduct, insubordination, or dishonesty in the performance of your duties or other knowing and material violation of Company’s policies and procedures in effect from
time to time which results in a material adverse effect on Company; 

  

	 	(b)	your conviction of a felony involving an act of dishonesty, moral turpitude, deceit or fraud, or the commission of acts that could reasonably be expected to result in such a
conviction; 

  

	 	(c)	current use by you of illegal substances that results in a criminal conviction and materially impairs Company’s business, goodwill or reputation; or 


 

	 	(d)	any material violation by you of your Confidential Information, Inventions, Nonsolicitation and Noncompetition Agreement with Company that results in a material adverse effect on
Company. 

 For the purposes of this Agreement, “Good Reason” shall mean that you, without your consent, have either:









	 	(a)	incurred a material reduction in your title, status, authority or responsibility at Company; 

  

	 	(b)	incurred an involuntary reduction in your base salary from Company; 

  

	 	(c)	suffered a material breach of this Agreement by Company which Company does not cure within 20 days following written notice from you; or 

  

	 	(d)	a relocation of Company’s corporate office location more than 40 miles from the current location. 

 Additional Provisions 
 The terms of this Agreement, including the equity compensation, are subject to the approval
of HouseValues’s Board of Directors. Upon full execution of this Agreement, HouseValues promptly will have prepared the documents necessary to effect all the terms of this Agreement, and you agree to assist HouseValues in causing the same to be
prepared and executed. 
 This Agreement contains the entire agreement between the parties concerning its subject matter, and supersedes all oral
understandings, representations, prior discussions and preliminary agreements of any nature. This Agreement does not constitute an offer by HouseValues and it shall not be effective until signed by both parties. Except as may be specifically allowed
hereunder, this Agreement may not be modified or amended except by a written amendment to this Agreement signed by authorized representatives of both parties. 
 AGREED AND ACCEPTED BY: 
  

			
	HouseValues, Inc.	 	Jacqueline L. Davidson
		
	By: /s/ Ian Morris	 	By: /s/ Jacqueline L. Davidson
		
	Name: Ian Morris	 	Name: Jacqueline L. Davidson
		
	Title: Chief Executive Officer	 	Title: VP of Finance
		
	Date: February 19, 2008	 	Date: February 19, 2008