exv10w70





EXHIBIT 10.70




MOVE, INC.




Amendment to the Executive Retention and Severance Agreement

with James S. Caulfield




     This Amendment to the Employment Agreement dated as of October 5, 2006 (the “Agreement”)
between Move, Inc. (the “Company”) and James S. Caulfield (“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. The fourth sentence of Section 2.4 of the Agreement is deleted and replaced with the
following:




“The Contingent Bonus Payment, if any, shall be paid in a lump sum within sixty (60) days
after the end of the year in which Executive’s termination date occurs.”



     2. The fifth sentence of Section 2.4 of the Agreement is deleted and replaced with the
following:




“The Contingent Bonus Payment, if any, shall be paid in a lump sum within sixty (60) days
after the end of the year in which Executive’s termination date occurs.”



     3. 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
reduction by the Company of Executive’s duties, responsibilities, authority or reporting
relationship such that Executive no longer serves in a substantive, senior executive role
for the Company comparable in stature to Executive’s current role, or no longer reports to
the chief executive officer of the Company; (b) a material reduction in Executive’s base
salary or the percentage of his base salary on which his 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; or (e) a material breach by the
Company of the terms of this Agreement or the Letter to you.”



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













 





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



     6. 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 one hundred eighty
(180) days following its receipt or delivery of the Termination Notice.”



     7. The agreement is hereby amended by adding the following new Section 9.5:



     “9.5. 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




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	 	 	 	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/ James S. Caulfield	 	 
	 	 	 	 	 
	 	 	James S. Caulfield	 	 






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