exv10w67







EXHIBIT
10.67









February 18, 2004




James S. Caulfield

1901 Kipling Drive

Flower Mound, TX 75022




Dear Jim,



On behalf of Homestore, Inc., it is with great pleasure that I extend to you our offer of
employment. The specifics of this offer are as follows:




	 	 	 
	JOB TITLE:

	 	Vice President, Senior Corporate Counsel
	 
	 	 
	START DATE:

	 	February 23, 2004
	 
	 	 
	SUPERVISOR:

	 	Michael Douglas, Executive Vice President & General Counsel
	 
	 	 
	ANNUAL SALARY:

	 	$200,000
	 
	 	 
	SIGNING BONUS:

	 	$50,000, subject to repayment agreement guidelines
	 
	 	 
	BONUS TARGET:

	 	Up to 40% of base salary
	 
	 	 
	STOCK OPTIONS:

	 	100,000
	 
	 	 
	RELOCATION:

	 	Senior Relocation Package (Level 3) as outlined in attachment
	 
	 	 
	VACATION:

	 	Three Weeks (15 days) per anniversary year
	 
	 	 
	LOCATION:

	 	Westlake Village, CA
	 
	 	 
	EMPLOYMENT STATUS:

	 	Exempt, Regular-Full Time Employee





If you accept this offer of employment, you will be scheduled for a new employee orientation
session during your first month of employment to introduce you to Homestore, Inc.’s employee
benefits and policies.



As a regular, full-time employee, you will be eligible for medical insurance and other fringe
benefits. The effective day of your medical benefits will be the first of the month following date
of employment. Further details will be discussed with and provided to you on your first day of
employment.




 









 








James S. Caulfield

February 18, 2004

Page 2



You will be eligible to earn an annual target bonus in the amount of up to forty percent (40%) of
your base salary based on the achievement of certain business and financial objectives that you and
your supervisor mutually determine on good faith, in accordance with the company’s annual bonus
plan.



Upon commencement of your employment and subject to Board of Directors approval, you will be
granted 100,000 stock options in Homestore, Inc. The Board, at their next scheduled meeting
following your date of hire, will set the option price at the fair market value. Your options will
vest over four years at a rate of 25% of the shares on the first anniversary of your start date and
monthly thereafter for the remaining 36 months. Options expire 10 years after the grant date or 90
days after termination, whichever comes earlier.



If your employment is terminated by the Company for any reason other than for “Cause” (as specified
in the attached definition), the Company will offer you (the “Executive”) the following exchange
for a full release of claims: three (3) months severance compensation (at your base salary) in
addition to the severance benefits provided by the Company’s severance policy now in effect.
Severance benefits will be paid in regular biweekly installments in coordination with the company’s
normal biweekly payroll processing schedule.



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



In addition to the temporary housing expenses provided in the Homestore Senior Relocation Package
(Level 3), we will provide additional temporary relocation allowance of $3,000 per month for two
months following the exhaustion of such temporary housing expenses.



On your first day of work, new hire documents will be completed to assure that there is no delay in
the processing of your paycheck. In accordance with federal law, you will be required to provide
documentation to Human Resources within 72 hours of your commencement of employment verifying your
employment eligibility. Additionally, you will be required to sign Homestore, Inc.’s
Confidentiality Agreement and Code of Conduct policy.



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



This offer is contingent up on satisfactory references and degree verification as determined by
Homestore’s Human Resources Department.




 









 








James S. Caulfield

February 18, 2004

Page 3



We are very pleased to extend this offer to you. I join the rest of the Homestore, 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 faxing the signed offer letter to (805) 557-3805.
This offer is valid for 5 days from the date on the offer letter.




Sincerely,




/s/ Michael R. Douglas




Michael Douglas

Executive Vice President & General Counsel




cc: Megan Best, Vice President, Human Resources



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:
	 	  Feb. 19, 2004