exv10w34








    Exhibit 10.34



 




    MOVE,
    INC.



 



    Amendment to the Executive Retention and Severance
    Agreement

    with Lorna Borenstein



 



    This Amendment to the Employment Agreement dated as of
    May 29, 2007, (the “Agreement”) between Move,
    Inc. (the “Company”) and Lorna Borenstein
    (“Executive”) is made this 19th day of December,
    2008.



 



    The Company and Executive have determined that it is in their
    best interests to amend the Agreement to include special
    provisions intended to ensure compliance with Internal Revenue
    Code Section 409A relating to deferred compensation. In
    consideration of the mutual covenants contained herein and the
    continued employment of Executive by the Company, the parties
    agree as follows:



 



    1. Section 4.4 of the Agreement is deleted in its
    entirety and replaced with the following:



 



    “4.4 “Diminution of
    Responsibilities” means the occurrence of any of
    the following conditions, without Executive’s consent and
    which condition is not cured by the Company within thirty
    (30) days after notice by Executive specifying the
    condition (which notice must be given no later than 90 days
    after the initial occurrence of such event):: (a) a
    material reduction by the Company of Executive’s duties,
    responsibilities, authority or reporting relationship;
    (b) a material reduction in Executive’s base salary or
    the percentage of his or her base salary on which his or her
    target bonus is based, provided that a reduction in base salary
    that is the result of a general reduction in salary in an amount
    similar to reductions for other similarly situated Company
    executives shall not constitute a “Diminution of
    Responsibilities”; (c) a material reduction in
    benefits (other than future option grants), provided that a
    reduction in benefits that is the result of a general reduction
    in benefits in an amount similar to reductions for other
    similarly situated Company employees shall not constitute a
    “Diminution of Responsibilities”; (d) the
    Company’s requiring Executive to be based at any office or
    location more than 50 miles from the Company’s
    headquarters in Westlake Village, California, her home office,
    or the office space the Company intends to lease in
    San Francisco Bay Area; or (e) a material breach by
    the Company of the terms of this Agreement or the Letter from W.
    Michael Long dated April 26, 2007 to Executive (the
    “Letter”).”



 



    2. Section 4.7(b) of the Agreement is amended by
    deleting the words “ninety (90)” and replacing them
    with the words “one hundred and eighty (180)”.



 



    3. Section 4.8(b) of the Agreement is amended by
    deleting the words “ninety (90)” and replacing them
    with the words “one hundred and eighty (180)”.



 



    4. The first sentence of Section 5.3 of the Agreement
    is deleted and replaced with the following:



 



    “In the event that the Company or the Executive gives
    notice to the other party of its intention to terminate
    Executive’s employment with the Company under circumstances
    that would constitute a Termination Upon a Change of Control or
    Termination in Absence of a Change of Control (the
    “Termination Notice”), the Company shall have the
    right, exercisable by notice to Executive given at any time
    prior to ten (10) days after its receipt or delivery of the
    Termination Notice, to request that Executive remain employed by
    the Company for such period as the Company may elect, but in no
    event longer than ninety (90) days following its receipt or
    delivery of the Termination Notice.”



 



    5. The last sentence of Section 9.1 is deleted and
    replaced with the following:



 



    “Amounts due shall be paid within 10 days after demand
    by Executive, and no later than December 31 of the year
    following the year in which the related taxes are remitted to
    the applicable taxing authorities.”



 



    6. Section 9.8 of the Agreement is deleted in its
    entirety and replaced with the following:



 



    “9.8. Code Section 409A.



 



    (a) This Agreement shall be interpreted and administered in
    a manner so that any amount or benefit payable hereunder shall
    be paid or provided in a manner that is either exempt from or
    compliant with the requirements Section 409A of the Code
    and applicable Internal Revenue Service guidance and Treasury
    Regulations issued thereunder (and any applicable transition
    relief under Section 409A of the Code).













 






    (b) Notwithstanding anything in this Agreement to the
    contrary, to the extent that any amount or benefit that would
    constitute non-exempt “deferred compensation” for
    purposes of Section 409A of the Code would otherwise be
    payable or distributable hereunder, or a different form of
    payment would be effected, by reason of your termination of
    employment, such amount or benefit will not be payable or
    distributable to you,
    and/or such
    different form of payment will not be effected, by reason of
    such circumstance unless the circumstances giving rise to your
    termination of employment meet the description or definition of
    “separation from service” in Section 409A of the
    Code and applicable regulations, or (ii) the payment or
    distribution of such amount or benefit would be exempt from the
    application of Section 409A of the Code by reason of the
    short-term deferral exemption or otherwise. This provision does
    not prohibit the vesting of any amount upon a termination
    of employment, however defined. If this provision prevents the
    payment or distribution of any amount or benefit, such payment
    or distribution shall be made on the date, if any, on which an
    event occurs that constitutes a
    Section 409A-compliant
    “separation from service” occurs, or such later date
    as may be required by subsection (c) below.



 



    (c) Notwithstanding anything in this Agreement to the
    contrary, if any amount or benefit that would constitute
    non-exempt “deferred compensation” for purposes of
    Section 409A of the Code would otherwise be payable or
    distributable under this Agreement by reason of your separation
    from service during a period in which you are a Specified
    Employee (as defined below), then, subject to any permissible
    acceleration of payment by Homestore under Treas. Reg. Section
    1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii)
    (conflicts of interest), or (j)(4)(vi) (payment of employment
    taxes):



 



    (i) if the payment or distribution is payable in a lump
    sum, your right to receive payment or distribution of such
    non-exempt deferred compensation will be delayed until the
    earlier of your death or the first day of the seventh month
    following your separation from service; and



 



    (ii) if the payment or distribution is payable over time,
    the amount of such non-exempt deferred compensation that would
    otherwise be payable during the six-month period immediately
    following your separation from service will be accumulated and
    your right to receive payment or distribution of such
    accumulated amount will be delayed until the earlier of your
    death or the first day of the seventh month following your
    separation from service, whereupon the accumulated amount will
    be paid or distributed to you on such date and the normal
    payment or distribution schedule for any remaining payments or
    distributions will resume.



 



    For purposes of this Agreement, the term “Specified
    Employee” has the meaning given such term in Code
    Section 409A and the final regulations thereunder.”



 



    Except as expressly amended hereby, the terms of the Agreement
    shall be and remain unchanged and the Agreement as amended
    hereby shall remain in full force and effect.













 






    IN WITNESS WHEREOF, the Company and Executive have caused this
    Amendment to be executed on the day and year first above written.



 



    MOVE, INC.



 


			
	 	    By: 
	
    /s/  W.
    Michael Long








 



    EXECUTIVE



 



    /s/  Lorna
    Borenstein








    Lorna Borenstein