exv10w68







EXHIBIT
10.68









October 5, 2006




Jim Caulfield

2299 Stacy Lane

Camarillo, California 93012




Dear Jim:




     On behalf of Move, Inc. (the
“Company”), it is with great
pleasure that I extend to you our
offer to serve as the Company’s
Executive Vice President, General
Counsel and Secretary. The
specific terms of this offer are
as follows:



	 	 	 
	JOB TITLE:

	 	Executive Vice President, General Counsel and Secretary, Move, Inc.
	 
	 	 
	START DATE:

	 	October 5, 2006
	 
	 	 
	SUPERVISOR:

	 	Michael Long, CEO
	 
	 	 
	ANNUAL SALARY:

	 	$275,000 effective as of December 1, 2006 (existing
base salary of $220,000 to remain in place until
December 1, 2006)
	 
	 	 
	BONUS:

	 	Performance bonus of up to 100% of your
annual salary at target for 2007; existing 2006 bonus structure pro-rated for
2006 (see below)
	 
	 	 
	RESTRICTED
	 	 
	STOCK UNITS:

	 	200,000 units (see below)
	 
	 	 
	STOCK OPTIONS:

	 	300,000 stock option shares (see below)
	 
	 	 
	VACATION:

	 	Four Weeks (20 days) per anniversary year
	 
	 	 
	LOCATION:

	 	The Company’s offices in Westlake Village, California
	 
	 	 
	EMPLOYMENT STATUS:

	 	Exempt, Regular-Full Time Employee






     Subject to approval of the Board of Directors or authorized committee at the next scheduled
meeting following your acceptance of this offer, you will be granted 300,000 stock options in Move,
Inc. The option price will be set at the fair market value as of the date that approval is granted,
and vesting will take place quarterly from your grant date over a 48 month period. Such stock
options shall be governed by the terms of the Company’s stock option plan except as specifically
set forth in the Company’s Executive Retention and Severance Agreement, a copy of which is attached
hereto.



     Subject to the approval of the Compensation Committee, you will be awarded 200,000
performance-based restricted stock units. Under the terms of the award, you may earn up to 200,000
units of the Company’s stock based on the attainment of certain performance goals relating to the
Company’s revenues and EBITDA for the fiscal year ended December 31, 2008. In the event of a
change of control of the Company, such units will vest pro-rated by time through the plan period
subject to the terms, conditions and exceptions of the Company’s award agreement which will be
determined by the Management Development and Compensation Committee of the Company (the terms of
such award agreement shall be similar to the terms provided to the other senior executives of the
Company regarding the award of such performance based stock units).



30700 Russell Ranch Road, Westlake Village, CA 91362 • 805-557-2300 • Fax: 805-557-2688




 









 





     Your participation in the Company’s bonus plan as adopted in the Company’s sole discretion
(the “Bonus Plan), for 2006 will be up to 50% of your pro-rated base pay for 2006 (i.e., from
January 1, 2006 until November 30, 2006 based on base salary of $220,000 and from December 1, 2006
until December 31, 2006 based on your new base salary of $275,000). Beginning January 1, 2007 you
will be entitled to participate in the Bonus Plan at your new base pay ($275,000) with the
potential to earn up to 100% of your annual base salary if your performance targets are met.



     As a regular, full-time
employee, you will continue to be
eligible for health insurance and
other fringe benefits.
Additionally, upon acceptance of
your new position you will be
required to sign Move, Inc.’s
Confidentiality Agreement and
Code of Conduct Policy.



     This letter is not intended to be an employment contract and, unless expressly agreed
otherwise in writing signed by the Chief Executive Officer and you, your employment is at-will.
This means that you have the right to resign at any time with or without cause, with or without
notice. Likewise, Move, Inc. retains the right to terminate your employment at any time with or
without notice, with or without cause.



     We are very pleased to extend this offer to you. I join the rest of the Move, Inc. team in
looking forward to working with you, and know that our success will be even greater with you
aboard.



     Please indicate your
acceptance of this offer by
delivering this signed offer
letter, the Executive Retention
and Severance Agreement, and the
Indemnity Agreement to Cindy
Ericson.



Sincerely,




/s/ Michael Long




Michael Long

CEO



I have read and understand the terms of this offer and consent to all of the terms and provisions
contained herein.




	 	 	 	 	 	 	 
	Name

	 	/s/ James S. Caulfield
	 	Date 10/5/06
	 	 
	 

	 	James S. Caulfield	 	 	 	 






JOB CODE:_____




cc: Carol Brummer, VP of Human Resources





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