exv10w15




EXHIBIT 10.15





AMENDMENT TO THE

MOVE, INC. 1999 STOCK INCENTIVE PLAN

(F/K/A HOMESTORE.COM, INC. 1999 STOCK INCENTIVE PLAN)




     THIS AMENDMENT (this “Amendment”) to the Move, Inc. 1999 Stock Incentive Plan (f/k/a
Homestore.com, Inc. 1999 Stock Incentive Plan) is made this 10th day of December, 2008.



     1. The Plan is hereby amended by deleting the first sentence of Section 5.4 and replacing it
with the following:



     “5.4 Exercise Price. The Exercise Price of an Option will be determined by the
Committee when the Option is granted and may not be less than 100% of the Fair market Value of the
Shares on the date of grant; provided that the Exercise Price of an ISO granted to a Ten Percent
Stockholder will not be less than 110% of the Fair Market Value of the Shares on the date of
grant.”



     2. The Plan is hereby amended by adding a new Section 24 to read as follows:



     “24. SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE.



     (a) General. It is intended that the payments and benefits provided under the Plan and
any Award shall either be exempt from the application of, or comply with, the requirements of
Section 409A of the Code. The Plan and all Award Agreements shall be construed in a manner that
effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or
any Award is not warranted or guaranteed. Neither the Company, its affiliates nor their respective
directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties
or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any
Award.



     (b) Definitional Restrictions. Notwithstanding anything in the Plan or in any Award
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, or a different form of payment (e.g., lump sum or installment) would be
effected, under the Plan or any Award Agreement by reason of the occurrence of a Corporate
Transaction (as described in Section 18.1 hereof), or the Participant’s Disability or separation
from service, such amount or benefit will not be payable or distributable to the Participant,
and/or such different form of payment will not be effected, by reason of such circumstance unless
the circumstances giving rise to such Corporate Transaction, Disability or separation from service
meet any description or definition of “change in control event”, “disability” or “separation from
service”, as the case may be, in Section 409A of the Code and applicable regulations (without
giving effect to any elective provisions that may be available under such definition). This
provision does not prohibit the vesting of any Award upon a Corporate Transaction, Disability or
separation from service, however defined. If this provision prevents the payment or distribution
of any amount or benefit, such payment or distribution shall be made on the next earliest payment
or distribution date or event specified in the Award Agreement that is permissible under Section
409A of the Code. If this provision prevents the application of a



 









 







different form of payment of any amount or benefit, such payment shall be made in the same
form as would have applied absent such designated event or circumstance.



     (c) Allocation among Possible Exemptions. If any one or more Awards granted under the
Plan to a Participant could qualify for any separation pay exemption described in Treas. Reg.
Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the
separation pay exemptions, the Company shall determine which Awards or portions thereof will be
subject to such exemptions.



     (d) Six-Month Delay in Certain Circumstances. Notwithstanding anything in the Plan or in any
Award 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 Plan or any Award Agreement by reason of a Participant’s separation from
service during a period in which the Participant is a Specified Employee (as defined below), then,
subject to any permissible acceleration of payment by the Committee 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) the amount of such non-exempt deferred compensation that would otherwise be payable during
the six-month period immediately following the Participant’s separation from service will be
accumulated through and paid or provided on the first day of the seventh month following the
Participant’s separation from service (or, if the Participant dies during such period, within 30
days after the Participant’s death) (in either case, the “Required Delay Period”), and




          (ii) the normal payment or distribution schedule for any remaining payments or distributions
will resume at the end of the Required Delay Period.




     For purposes of this Plan, the term “Specified Employee” has the meaning given such term in
Section 409A of the Code and the final regulations thereunder, provided, however, that, as
permitted in such final regulations, the Company’s Specified Employees and its application of the
six-month delay rule of 409A(a)(2)(B)(i) of the Code shall be determined in accordance with rules
adopted by the Board or any committee of the Board, which shall be applied consistently with
respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.



     (e) Grants to Employees of Affiliates. Eligible Participants who are service providers
to an affiliate may be granted Options under this Plan only if the affiliate qualifies as an
“eligible issuer of service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the
final regulations under Section 409A of the Code.



     (f) Design Limits on Options. Notwithstanding anything in this Plan or any Award
Agreement, no Option granted under this Plan shall have any feature for the deferral of
compensation other than the deferral of recognition of income until the exercise or disposition of
the Option.



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     (g) Anti-Dilution Adjustments. Notwithstanding any anti-dilution provision in the
Plan, the Committee shall not make any adjustments to outstanding Options that would constitute a
modification or substitution of the stock right under Treas. Reg. Sections 1.409A-1(b)(5)(v) that
would be treated as the grant of a new stock right or change in the form of payment for purposes of
Code Section 409A.”



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



     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly
authorized representative on the day and year first above written.



	 	 	 	 	 	 	 
	 	 	Move, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James S. Caulfield
 

  James S. Caulfield

  Executive Vice President, General Counsel

  & Secretary
	 	 







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