EX-10.1



 Exhibit 10.1 

SETTLEMENT AGREEMENT AND RELEASE 

This Settlement Agreement and Release (“SETTLEMENT AGREEMENT”) is entered into by and between plaintiffs Move, Inc., Real Select,
Inc., Top Producer Systems Company, National Association of Realtors, and Realtors Information Network, Inc. (together, “PLAINTIFFS”) and defendants Zillow, Inc., Errol Samuelson, and Curt Beardsley, effective as of June 6, 2016 (the
“Effective Date”). PLAINTIFFS, Zillow, Inc., Errol Samuelson, and Curt Beardsley are sometimes referred to herein individually as a “PARTY” or jointly as the “PARTIES.” 

RECITALS 
 Whereas,
PLAINTIFFS filed suit against Zillow, Inc., Errol Samuelson, and Curt Beardsley (together, “DEFENDANTS”) in the Superior Court of the State of Washington, King County, Case Number 14-2-07669-0 SEA, for, among other things, alleged
misappropriation of trade secrets, tortious interference, breach of fiduciary duties, and breach of contract, and Zillow, Inc. filed counterclaims against PLAINTIFFS for, among other things, alleged misappropriation of trade secrets, defamation, and
intentional interference with contract (collectively, the “LAWSUIT”); 
 Whereas, PLAINTIFFS and DEFENDANTS deny any and all
wrongdoing in the LAWSUIT; 
 Whereas, the parties conducted a mediation before the Hon. Layn R. Phillips (ret.) and Gregory P. Lindstrom,
Esq. of Phillips ADR, and the PARTIES desire to settle and resolve all claims and counterclaims related to the LAWSUIT; 
 NOW, THEREFORE,
in consideration of the promises and agreements set forth herein and for good and valuable consideration, the PARTIES, each intending to be legally bound hereby, do promise and agree as follows: 

 

	1.	SETTLEMENT PAYMENT 

 Within fourteen (14) calendar days of the
Effective Date (i.e., on or before June 20, 2016), Zillow agrees to pay PLAINTIFFS $130,000,000 (one hundred and thirty million dollars) (the “SETTLEMENT PAYMENT”) by wire transfer using the instructions attached as EXHIBIT A.

  

	2.	DISMISSAL OF ACTION 

 Within two (2) business days of the
receipt of the payment described in paragraph 1, counsel for PLAINTIFFS and counsel for DEFENDANTS shall execute, and counsel for PLAINTIFFS shall file with the Court, a stipulation under Civil Rule 41, for dismissal with prejudice of the LAWSUIT,
including all claims and counterclaims asserted therein, with each party to bear his or its own costs and attorneys’ fees. 
  

	3.	PLAINTIFFS’ RELEASE OF CLAIMS 

 Upon receipt of the SETTLEMENT PAYMENT,
PLAINTIFFS, on behalf of themselves and their agents, past and present officers and directors, other representatives, attorneys, successors, and assigns, hereby knowingly and voluntarily, fully and forever, release, relinquish, and discharge








 
each and all of DEFENDANTS and each of their past and present employees, agents, representatives, shareholders, officers, directors, subsidiaries, divisions, parent companies, attorneys,
insurers, successors-in-interest, assignees, executors, legatees, devisees, spouses and marital communities, and administrators, from any and all claims, rights and causes of action, statutory, compensatory, exemplary, punitive or other damages,
liabilities or liability of whatever kind or type, suits, costs, obligations and duties, expenses and compensation in any form, including attorneys’ fees, whether known or unknown, asserted or unasserted, that relate in any way to the LAWSUIT
or any of the allegations, actions, or trade secrets alleged at any time as part of the LAWSUIT, or to Errol Samuelson’s or Curt Beardsley’s employment or relationships with any of PLAINTIFFS, their departure from such employment or
relationships, and/or their hiring by or employment with Zillow. PLAINTIFFS’ release includes without limitation a release of the claims asserted against Curt Beardsley in the United States District Court for the Central District of California,
Case Number 2:14-cv-09893-DSF-E, alleging sale of securities in violation of Move’s insider trading policy and applicable securities laws, and claims for breach of contract, which have been dismissed without prejudice. 

 

	4.	DEFENDANTS’ RELEASE OF CLAIMS 

 Upon filing of the Stipulation and Order of
Dismissal, DEFENDANTS, on behalf of themselves and their agents, past and present officers and directors, other representatives, attorneys, successors, and assigns, hereby knowingly and voluntarily, fully and forever, release, relinquish, and
discharge each and all of PLAINTIFFS and each of their past and present employees, agents, representatives, shareholders, officers, directors, subsidiaries, divisions, parent companies, attorneys, insurers, successors-in-interest, assignees,
executors, legatees, devisees, and administrators, from any and all claims, rights and causes of action, statutory, compensatory, exemplary, punitive or other damages, liabilities or liability of whatever kind or type, suits, costs, obligations and
duties, expenses and compensation in any form, including attorneys’ fees, whether known or unknown, asserted or unasserted, that relate in any way to the LAWSUIT or any of the allegations, actions, or trade secrets alleged at any time as part
of the LAWSUIT, or to Errol Samuelson’s or Curt Beardsley’s employment or relationships with any of PLAINTIFFS, their departure from such employment or relationships, and/or their hiring by or employment with Zillow. 

 

	5.	RELEASE OF UNKNOWN CLAIMS 

 It is further understood and agreed by the PARTIES to
the Release that all rights under section 1542 of the California Civil Code, and any similar law of any state or territory of the United States, ARE HEREBY EXPRESSLY WAIVED. The section reads as follows: 

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” 
 Each PARTY hereby
acknowledges that he or it has had the opportunity to consult with legal counsel before agreeing to the terms of this Release, and that it fully understands its meaning, 

  
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including the meaning and effect of the provisions relating to section 1542 of the California Civil Code. 
  

	6.	CONFIDENTIALITY/NEUTRAL STATEMENT 

 The PARTIES and their counsel agree that the
fact and amount of this SETTLEMENT AGREEMENT will be public information. The PARTIES agree to the following statement governing what the PARTIES may say regarding the settlement: “the parties have reached an amicable resolution.” 

 

	7.	NO ADMISSION OF LIABILITY 

 It is understood and agreed that this is a
compromise settlement of disputed claims and counterclaims and potential disputed claims and counterclaims. This SETTLEMENT AGREEMENT is solely the result of a good faith compromise and settlement between the PARTIES. Nothing contained herein is or
is to be construed as an admission by any of the PARTIES of liability, wrongdoing, or responsibility, and the PARTIES deny any such liability or wrongdoing and continue to disclaim such responsibility. 

 

	8.	INTEGRATION CLAUSE/ENTIRE AGREEMENT 

 The PARTIES agree that this SETTLEMENT
AGREEMENT is fully integrated and constitutes the full and complete understanding between the PARTIES with respect to the promises contained herein. 
  

	9.	AMENDMENTS 

 This SETTLEMENT AGREEMENT may not be amended or modified except by a
writing, signed by the PARTIES to be bound thereby, or signed by their respective attorneys as authorized. 
  

	10.	NO RELIANCE 

 Each PARTY represents and acknowledges that in executing this
SETTLEMENT AGREEMENT he or it is not relying and has not relied upon any representation or statement made by any other PARTY, or any of his or its agents, attorneys, or representatives with regard to the subject matter, basis, or effect of this
SETTLEMENT AGREEMENT beyond those expressly contained herein. 
  

	11.	MULTIPLE COUNTERPARTS 

 This SETTLEMENT AGREEMENT may be executed in
multiple counterparts that shall become effective to the same extent as the original only once all PARTIES have signed and delivered a signed counterpart. For purposes of the execution of this SETTLEMENT AGREEMENT, copies of original signature pages
(e.g., fax, pdf, photocopy) shall be given the same weight and effect as, and treated as, original signatures. 

  
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	12.	CONSTRUCTION 

 Each PARTY has cooperated in the drafting and preparation of this
SETTLEMENT AGREEMENT. In any construction of this SETTLEMENT AGREEMENT, no provision shall be construed against any PARTY on the ground that said PARTY drafted that provision. 

 

	13.	AUTHORITY; REPRESENTATIONS AND WARRANTIES 

 The undersigned natural persons
executing this SETTLEMENT AGREEMENT warrant and represent that they are duly authorized to do so and to bind the person or entity for which they sign. 

Each PARTY expressly affirms and represents that he or it is entering into this SETTLEMENT AGREEMENT voluntarily, without threats or coercion
of any kind, after consultation with counsel of his or its choosing, and will not claim or argue that the terms and conditions of the SETTLEMENT AGREEMENT are unenforceable, invalid, or otherwise inconsistent with any applicable state or federal
law, or that he or it was forced to enter into this SETTLEMENT AGREEMENT. 
  

	14.	BINDING EFFECT 

 Unless otherwise provided, this SETTLEMENT AGREEMENT and the
terms, obligations, and rights in it shall be binding upon and shall inure to the benefit of the PARTIES and their respective parent companies, subsidiaries, affiliates, successors, and assigns. 

 

	15.	DISPUTE RESOLUTION 

 Any dispute arising out of the interpretation and/or
performance of this SETTLEMENT AGREEMENT shall be exclusively resolved in binding arbitration by the PARTIES’ mediator, Gregory P. Lindstrom, Esq. in Seattle, Washington. Each PARTY shall bear its own costs and attorneys’ fees in
connection with any such dispute. 
  

	16.	GOVERNING LAW 

 This Agreement shall be deemed to have been executed and delivered
in the State of Washington, and shall be construed and enforced in accordance with, and governed by, the laws of the State of Washington without regard to the conflict of law rules of the State of Washington. 

 

							
	Date: June 6, 2016	 		 	MOVE, INC.
				
		 		 	By:	 	/s/ James S. Caulfield
		 		 	Name:	 	James S. Caulfield
		 		 	Title:	 	EVP, General Counsel, and Secretary


  
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	Date: June 6, 2016	 		 	REAL SELECT, INC.
				
		 		 	By:	 	/s/ James S. Caulfield
		 		 	Name:	 	James S. Caulfield
		 		 	Title:	 	EVP, General Counsel, and Secretary

  

							
	Date: June 6, 2016	 		 	TOP PRODUCER SYSTEMS COMPANY
				
		 		 	By:	 	/s/ James S. Caulfield
		 		 	Name:	 	James S. Caulfield
		 		 	Title:	 	EVP, General Counsel, and Secretary

  

							
	Date: June 6, 2016	 		 	NATIONAL ASSOCIATION OF REALTORS
				
		 		 	By:	 	/s/ Dale Stinton
		 		 	Name:	 	Dale Stinton
		 		 	Title:	 	CEO

  

							
	Date: June 6, 2016	 		 	REALTORS INFORMATION NETWORK, INC.
				
		 		 	By:	 	/s/ Bob Goldberg
		 		 	Name:	 	Bob Goldberg
		 		 	Title:	 	Senior Vice President


  
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	Date: June 6, 2016	 		 	ZILLOW, INC.
				
		 		 	By:	 	/s/ Kathleen Philips
		 		 	Name:	 	Kathleen Philips
		 		 	Title:	 	Chief Financial Officer and Chief Legal Officer


							
			
	Date: June 6, 2016	 		 	ERROL SAMUELSON
				
		 		 	By:	 	/s/ Errol Samuelson

  

							
	Date: June 6, 2016	 		 	CURT BEARDSLEY
				
		 		 	By:	 	/s/ Curt Beardsley


  
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 EXHIBIT A 

WIRING INSTRUCTIONS FOR SETTLEMENT PAYMENT 

Company Name: 
 Bank Name: 

Bank Address: 
 Bank Contact: 

Bank ABA #: 
 Bank Account #: 

  
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