8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 19, 2009

Move, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 000-26659
(Commission
File Number) 95-4438337
(IRS Employer
Identification No.)

30700 Russell Ranch Road
Westlake Village, California 91362
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (805) 557-2300

 
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.2

EX-99.3

EX-99.4

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 19, 2009, the Board of Directors of Move, Inc. (the “Company”) appointed Steven H. Berkowitz to the position of Chief Executive Officer of the Company effective January 21, 2009. Mr. Berkowitz has served on the Company’s Board of Directors since June 2008 and will continue to serve as a director. He succeeds W. Michael Long, who retired from the positions of Chief Executive Officer and director of the Company effective January 21, 2009.

Mr. Berkowitz is 50 years old, and served as Senior Vice President of the Online Services Group at Microsoft Corporation, a software and services company, from May 2006 to August 2008. Mr. Berkowitz was part of a team that oversaw Microsoft’s online advertising business, which included the advertising global sales force, Microsoft adCenter, Live Search, as well its content and advertising supported channels such as MSN and Windows Live. Prior to joining Microsoft in May 2006, Mr. Berkowitz served as chief executive officer of Ask Jeeves, an online search engine, from January 2004 until August 2005, when the business was sold to IAC/InterActiveCorp. After acquisition by IAC/InterActiveCorp., Ask Jeeves was renamed IAC Search and Media, and Mr. Berkowitz served as its chief executive officer until May 2006. Mr. Berkowitz was president of the Web Properties Division of Ask Jeeves from May 2001 until December 2003. Mr. Berkowitz also serves on the Board of Directors of TheLadders.com.

Mr. Berkowitz will have an initial annual base salary of $525,000 and will be eligible to earn an annual performance bonus equal to 100% of his annual salary if he achieves certain pre-established performance goals at target levels, with the ability to earn up to 200% of his annual salary for outstanding performance in excess of target levels.

On his start date, Mr. Berkowitz was granted 3,000,000 stock options with an option exercise price of $1.52 (the closing price of the Company’s common stock on his start date) and a term of ten years from the date of grant. 2,250,000 of the stock options will vest monthly over thirty-six months commencing on the first anniversary of Mr. Berkowitz’s start date, subject to his continued employment on each vesting date. The remaining 750,000 stock options will be immediately vested and exercisable as of Mr. Berkowitz’s start date.

On his start date, Mr. Berkowitz was granted 1,800,000 restricted shares of the Company’s common stock with the following vesting schedule: 700,000 shares vested on his start date, 500,000 will vest on the first anniversary of his start date, subject to his continued employment on such anniversary, and 600,000 shares will vest on the second anniversary of his start date, subject to his continued employment on such anniversary.

Mr. Berkowitz was also awarded 700,000 performance-based restricted stock units. Under the terms of the award, he may earn up to 700,000 of such units of the Company’s common stock based on the attainment of certain performance goals relating to the Company’s revenues and EBITDA for the fiscal year ending December 31, 2011.

Mr. Berkowitz will be reimbursed for reasonable travel expenses to Move’s corporate offices and will be provided a driving service from his residence to the Company’s Campbell, California office and will receive a tax gross up to the extent such reimbursements are taxable.

In addition, Mr. Berkowitz entered into an Executive Retention and Severance Agreement (the “Severance Agreement”) with the Company. The Severance Agreement provides for additional benefits in the circumstances described below. In the event of Mr. Berkowitz’s Termination Upon Change of Control (as defined in the Severance Agreement) he shall receive all salary and benefits earned through the end of the transition period (or the termination date if no transition period is requested by the Company) and upon releasing claims against the Company and providing any transition services requested he shall receive an amount equal to the sum of (i) 12 months of his then current annual base salary and (ii) 100% of the target bonus that would otherwise be payable for the fiscal year in which his termination occurs (whether or not he has satisfied the applicable performance objectives), payable in 12 equal monthly installments. In addition, immediately prior to the effective date of a change of control regardless of whether there is a Termination Upon Change of Control, 100% of all outstanding stock options, restricted stock and performance-based restricted stock units granted by the Company to Mr. Berkowitz as described above, shall vest and all of the outstanding options shall remain exercisable for a period ending on the earlier of (i) three years following a transition period or three years following termination if the Company does not request a transition period or (ii) the normal expiration of the options.

In the event of Mr. Berkowitz’s Termination in Absence of Change of Control (as defined in the Severance Agreement), or his death or disability, he shall receive all salary and benefits earned through the end of the transition period (or the termination date if no transition period is requested by the Company) and upon releasing claims against the Company and providing any transition services requested he shall receive amount equal to the sum of (i) 12 months of his then current annual base salary and (ii) 100% of the target bonus that would otherwise be payable for the fiscal year in which his termination occurs (whether or not he has satisfied the applicable performance objectives), payable in 12 equal monthly installments. In addition, upon his termination due to Termination in Absence of Change of Control, disability or death, 100% of all outstanding stock options and restricted stock granted by the Company to Mr. Berkowitz as described above, shall vest and all of the outstanding options shall remain exercisable for a period ending on the earlier of (i) three years following a transition period or three years following termination if the Company does not request a transition period or (ii) the normal expiration of the options. In addition, upon a termination due to Termination Upon Change of Control, Termination in Absence of Change of Control, disability or death, the Company will pay all of the COBRA premiums for the same or reasonably similar medical coverage that Mr. Berkowitz and his dependents had on the date of termination, for a period not to exceed the earlier of 18 months or until he becomes eligible for coverage at a new employer.

Move, Inc. issued a press release on January 21, 2009 announcing the appointment of Mr. Berkowitz as its new Chief Executive Officer. The press release was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed January 21, 2009 and is incorporated by reference into this report. The Company’s offer letter to Mr. Berkowitz, his Executive Retention and Severance Agreement and the Form of the Move, Inc. Performance-Based Restricted Stock Unit Agreement are also attached as Exhibits 99.2, 99.3 and 99.4, respectively, and are incorporated by reference into this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release dated January 21, 2009 announcing Appointment of Steven H. Berkowitz as the new Chief Executive Officer of Move, Inc. (Incorporated by reference from Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2009)
99.2	Move, Inc. Offer Letter to Steven H. Berkowitz dated January 21, 2009.
99.3	Executive Retention and Severance Agreement between Steven H. Berkowitz and the Company dated January 21, 2009.
99.4	Form of the Move, Inc. Performance-Based Restricted Stock Unit Agreement.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MOVE, INC.
Date: January 23, 2009	By:	/s/ James S. Caulfield
		James S. Caulfield
		Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press Release dated January 21, 2009 announcing Appointment of Steven H. Berkowitz as the new Chief Executive Officer of Move, Inc. (Incorporated by reference from Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2009)
	99.2	Move, Inc. Offer Letter to Steven H. Berkowitz dated January 21, 2009.
	99.3	Executive Retention and Severance Agreement between Steven H. Berkowitz and the Company dated January 21, 2009.
	99.4	Form of the Move, Inc. Performance-Based Restricted Stock Unit Agreement.

EX-99.2

EXHIBIT 99.2

 
 
January 21, 2009

Steven H. Berkowitz
VIA HAND DELIVERY

Dear Steve:

On behalf of Move, Inc. (the “Company”), it is with great pleasure that I extend to you our offer of employment. The specifics of this offer are as follows:

JOB TITLE:	Chief Executive Officer, Move, Inc.
START DATE:	To be mutually agreed upon, but as soon as practicable.
SUPERVISOR:	The Board of Directors of the Company
ANNUAL SALARY:	$525,000
BONUS:	Performance bonus of up to 100% of your annual salary at target, with the ability to earn up to 200% for outstanding performance in excess of target (see below)
STOCK OPTIONS:	3,000,000 stock options (see below)
RESTRICTED STOCK GRANT:	1,800,000 shares of restricted stock (see below)
RESTRICTED STOCK UNITS:	700,000 units (see below)
VACATION:	Four Weeks (20 days) per anniversary year
LOCATION:	The Company’s offices in Campbell, California.
EMPLOYMENT STATUS:	Exempt, Regular-Full Time Employee

     On your start date you will be granted 3,000,000 stock options in the Company which will constitute incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended) to the maximum extent permitted by law, NASDAQ rules or the applicable stock option plans. The option exercise price will be set equal to the closing price of the Company’s common stock on your start date. Vesting with respect to 2,250,000 of the stock options set forth above will take place monthly over a period commencing from the first anniversary of your start date and continuing during the following 36 month period (i.e., 62,500 options shall vest each month and all options shall be vested on the fourth anniversary of your start date). 750,000 of such stock options shall be immediately vested and exercisable as of your commencement of employment. Such stock options shall either be granted under and governed by the terms of the Company’s stock option plans or shall be granted as an “inducement” stock option grant outside of the Company’s stock option plans. Your stock options shall be governed by the Company’s stock option plans and agreements under which they are granted except as specifically set forth in the Company’s Executive Retention and Severance Agreement a copy of which is attached hereto (the “Severance Agreement”). You will become a party to the Severance Agreement effective as of the execution of such Severance Agreement.

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

     Also on your start date, you will be granted 1,800,000 restricted shares of the Company’s common stock, which shall vest as follows: (i) 700,000 of such restricted shares will be fully vested upon your start date, (ii) 500,000 of such restricted shares shall vest on the first anniversary of your start date subject to your continued employment with the Company, and (iii) 600,000 of such restricted shares shall vest on the second anniversary of your start date subject to your continued employment with the Company. The Company’s tax withholding requirements may be satisfied, in whole or in part, at your election, by you authorizing the Company to withhold from such grant such number of restricted shares having a fair market value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes. The obligations of the Company will be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to you.

     In addition, on your start date you will be awarded 700,000 performance-based restricted stock units. Under the terms of such award, you may earn such units of the Company’s common stock based on the attainment of certain performance goals relating to the Company’s revenues and EBITDA for the fiscal year ending December 31, 2011 (such performance goals to be agreed upon with the Company in good faith within 21 days of the date of this letter). The terms of your award agreement shall be similar to the terms provided to the other senior executives of the Company regarding the award of such performance-based restricted stock units. You acknowledge receipt, under separate cover, of the guidelines pertaining to the stock ownership of senior executives of the Company as adopted by the Company’s Board of Directors.

     You will be entitled to participate in the Company’s 2009 and subsequent executive bonus plans, as adopted in the Company’s sole discretion, with the potential to earn up to 100% of your annual base salary if your performance targets are met, and if you significantly exceed your performance objectives you may receive a bonus in excess of your target bonus, up to a maximum of 200% of your annual base salary. For 2009, the amount of any bonus earned will be prorated based on the portion of the year remaining as of your start date.

     Your base salary, equity compensation level and bonus opportunity shall be reviewed on an annual basis by the Compensation Committee of the Company’s Board of Directors and may be increased from time to time, in the discretion of the Compensation Committee of the Board of Directors.

     You will be reimbursed for your reasonable expenses incurred on behalf of the Company in accordance with the Move, Inc. Travel & Entertainment Policy, as applicable to senior executives, including air travel and other transportation expenses, hotel accommodations, and telecommunications expenses (including, fixed mobile, and internet). The Company’s reimbursement of such business related expenses, including items (i) and (ii) below, currently will not subject you to federal or state income taxes; in the event these payments become taxable to you in the future, the Company will reimburse you for the tax costs associated with such reimbursements in such amounts as to put you in the same tax position had such reimbursements not been subject to tax.

     In addition, during your employment and pursuant to the above policy (as applicable), as mutually agreed upon by you and the Company, it being understood that you will not be required to relocate your current residence, the Company will reimburse you for (i) your travel expenses to and from your current residence to the corporate offices in Westlake Village, California, including any accommodations and related expenses, and (ii) a rental automobile available to you while working out of the Westlake Village office. The Company shall also provide you with a driving service to and from your current residence and the Company’s Campbell office. In the event any such reimbursements or benefits are taxable to you, the Company will reimburse you for the tax costs associated with such reimbursements or benefits so as to put you in the same tax position had such reimbursements or benefits not been taxable to you.

     All reimbursements of expenses provided for in the preceding two paragraphs shall be made promptly in accordance with the Move, Inc. Travel & Reimbursement Policy, provided, however, that (i) any payments or reimbursements provided in any one calendar year shall not affect the amount of payments or reimbursements provided in any other calendar year; (ii) the reimbursement of an eligible expense shall be made no later than December 31 of the year following the year in which the expense was incurred; and (iii) such rights shall not be subject to liquidation or exchange for another benefit.

     Please note that this offer is contingent upon demonstration of your legal right to work in the United States.

2

     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 seventy-two (72) hours of your commencement of employment verifying your employment eligibility. Additionally, you will be required to sign the Company’s standard Employee Invention Assignment and Confidentiality Agreement and Code of Conduct Policy.

     As a regular, full-time employee, you will also be eligible for group health, disability and life insurance, and other fringe benefits, that are made available by the Company to other similarly situated employees pursuant to the terms and conditions set forth in the applicable benefit plans and policies. Further details are available in your new hire materials.

     This letter is not intended to be an employment contract and, unless expressly agreed otherwise in writing signed by the Chairman of the Board of Directors of the Company 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.

     You will be reimbursed up to $20,000 for the attorneys fees you incur in connection with the preparation and application of this offer letter and the Severance Agreement.

     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 faxing this signed offer letter and the Severance Agreement to our General Counsel, Jim Caulfield at (805) 557-2689. In addition, please bring the original signed offer letter and Severance Agreement with you on you first day of work.

Sincerely,

/s/ Joe Hanauer

Joe Hanauer
Chairman of the Board
Move, Inc.

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

Name	/s/ Steven H. Berkowitz	Date      January 21, 2009
	Steven H. Berkowitz

JOB CODE:
Enclosures

3

EX-99.3

EXHIBIT 99.3

Executive Retention and Severance Agreement

     This Executive Retention and Severance Agreement (the “Agreement”) is made and entered into as of January 21, 2009 (the “Effective Date"), by and between Move, Inc. and Steven H. Berkowitz (the "Executive”). Capitalized terms used in this Agreement shall have the meanings set forth in Section 4, below.

1. Purpose. The purpose of this Agreement is (i) to encourage Executive to commence employment with and remain in the employ of the Company (as defined in Section 4.3) and to devote Executive’s full attention to the success of the Company and (ii) to provide specified benefits to Executive in the event of a Termination Upon Change of Control or a Termination in Absence of Change of Control, as such terms are defined in Section 4 of this Agreement.

2. Termination Upon Change of Control. In the event of Executive’s Termination Upon a Change of Control, Executive shall receive all salary and accrued vacation (less applicable withholding) earned through the conclusion of the transition period (or termination date if there is no transition period requested by the Company), and the benefits, if any, under Company benefit plans to which Executive may be entitled pursuant to the terms of such plans. In addition, provided that Executive complies with Section 5.2 below and provides the transition services that the Company may request as described in Section 5.3 below, Executive shall receive the following payments and benefits:

     2.1 COBRA Entitlement. The Company shall pay 100% of the Executive’s COBRA premiums for the same or reasonably equivalent medical coverage he and his dependents had on the date of his termination for a period not to exceed the earlier of eighteen (18) months following termination or until Executive and his dependents become eligible for medical insurance coverage at a new employer.

     2.2 Cash Severance Payment. Executive shall receive an amount equal to the sum of (i) 12 months of Executive’s then current annual base salary and (ii) 100% of the target bonus that would otherwise be payable to Executive for the fiscal year in which Executive’s termination occurs (whether or not Executive has satisfied the applicable performance objectives) (the “Cash Severance”). Subject to Section 9.8, the Cash Severance will be payable in equal installments over 12 months in accordance with the Company’s normal payroll practices beginning with the first payroll date following the termination date, with such payroll deductions and withholdings as are required by law. For purposes of Code Section 409A, the right to receive such installment payments shall be treated as the right to receive a series of separate payments, as defined in Treas. Reg. Section 1.409A-2(b)(2)(iii).

     2.3 Stock Award Acceleration. Immediately prior to the effective date of the Change of Control, regardless of whether there is a Termination Upon a Change of Control, 100% of all outstanding stock options granted and restricted stock issued by the Company to Executive prior to the date of this Agreement, if any, and the stock options, restricted shares and performance-based restricted stock units described in the letter from Joe Hanauer dated January 21, 2009 (the “Letter”) (collectively the “Outstanding Equity”), shall vest. In addition, all Outstanding Equity

consisting of stock options shall be exercisable by Executive for a period ending on the earlier of (i) three (3) years following the end of such transition period (if any) or three (3) years following termination if the Company requests no transition period or (ii) the normal expiration of such options.

3. Termination in Absence of Change of Control. In the event of Executive’s Termination in Absence of a Change of Control, Executive shall receive all salary and accrued vacation (less applicable withholding) earned through the conclusion of the transition period (or termination date if there is no transition period requested by the Company), and the benefits, if any, under Company benefit plans to which Executive may be entitled pursuant to the terms of such plans. In addition, provided that Executive complies with Section 5.2 below and performs the transition services that the Company may request as described in Section 5.3 below, Executive shall receive the following payments and benefits:

     3.1 COBRA Entitlement. The Company shall pay 100% of the Executive’s COBRA premiums for the same or reasonably equivalent medical coverage he and his dependents had on the date of his termination, for a period not to exceed the earlier of eighteen (18) months following termination or until Executive and his dependents become eligible for medical insurance coverage at a new employer.

     3.2 Cash Severance Payment. Executive shall receive an amount equal to the sum of (i) 12 months of Executive’s then current annual base salary and (ii) 100% of the target bonus that would otherwise be payable to Executive for the fiscal year in which Executive’s termination occurs (whether or not Executive has satisfied the applicable performance objectives) (the “Cash Severance”). Subject to Section 9.8, the Cash Severance will be payable in equal installments over 12 months in accordance with the Company’s normal payroll practices beginning with the first payroll date following the termination date, with such payroll deductions and withholdings as are required by law. For purposes of Code Section 409A, the right to receive such installment payments shall be treated as the right to receive a series of separate payments, as defined in Treas. Reg. Section 1.409A-2(b)(2)(iii).

     3.3 Stock Award Acceleration. Upon Executive’s termination date, 100% of all Outstanding Equity other than performance-based restricted stock units shall vest. In addition, all Outstanding Equity consisting of stock options shall be exercisable by Executive for a period ending on the earlier of (i) three (3) years following the end of such transition period (if any) or three (3) years following termination if the Company requests no transition period or (ii) the normal expiration of the such options.

4. Definitions. Capitalized terms used, but not previously defined, in this Agreement shall have the meanings set forth in this Section 4.

     4.1 “Cause” means (a) Executive’s willful and continued failure to perform substantially Executive’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness, and specifically excluding any failure by Executive, after reasonable efforts, to meet performance expectations), for thirty (30) days after a written demand for substantial performance is delivered to Executive by the Chairman of the Board of

Directors of Move which specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties, or (b) Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this provision, no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by him in bad faith without reasonable belief that his action or omission was in the best interests of the Company.

     4.2 “Change of Control” means (a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of (A) the outstanding shares of common stock of the Company or (B) the combined voting power of the Company’s then-outstanding securities; (b) the Company is party to a merger or consolidation, or series of related transactions, which results in the voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or another entity) at least fifty (50%) percent of the combined voting power of the voting securities of the Company or such surviving or other entity outstanding immediately after such merger or consolidation; (c) the sale or disposition of all or substantially all of the Company’s assets (or consummation of any transaction, or series of related transactions, having similar effect), unless at least fifty (50%) percent of the combined voting power of the voting securities of the entity acquiring those assets is held by persons who held the voting securities of the Company immediately prior to such transaction or series of transactions; (d) there occurs a change in the composition of the Board of Directors of the Company within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors; (e) the dissolution or liquidation of the Company, unless after such liquidation or dissolution all or substantially all of the assets of the Company are held in an entity at least fifty (50%) percent of the combined voting power of the voting securities of which is held by persons who held the voting securities of the Company immediately prior to such liquidation or dissolution; or (f) any transaction or series of related transactions that has the substantial effect of anyone or more of the foregoing.

     4.3 “Company” means Move, Inc., any successor thereto and, following a Change of Control, any successor or owner of substantially all the business and/or assets of Move, Inc.

     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 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 from the Company’s office in Campbell, California; or (e) a material breach by the Company of the terms of this Agreement or the terms of the Letter.

     4.5 “Disability” means the inability to engage in the performance of Executive’s duties by reason of a physical or mental impairment which constitutes a permanent and total disability in the opinion of a qualified physician.

     4.6 “Incumbent Director” means a director who (1) is a director of the Company as of the Effective Date, (2) is elected, or nominated for election, to the Board of Directors of the Company with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, or (3) was not elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors to the Company.

     4.7 “Termination in Absence of Change of Control” means:

(a)

any termination of employment of Executive by the Company without Cause (i) that occurs prior to the date that the Company first publicly announces it has entered into a definitive agreement or that the Company’s Board of Directors has endorsed a tender offer for the Company’s stock that in either case if consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company’s stockholders and other conditions and contingencies), (ii) that occurs after the Company announces that any definitive agreement or tender offer referred to in clause (i) has been terminated and before it announces it has entered into another such definitive agreement or the Board of Directors has endorsed another tender offer, or (iii) that occurs more than twelve (12) months following the consummation of any transaction or series of related transactions that result in a Change of Control; or

(b)

any resignation by Executive based on a Diminution of Responsibilities that occurs within one hundred and eighty (180) days following the occurrence of one of the conditions that constitutes a Diminution of Responsibilities, but only where such Diminution of Responsibilities occurs: (i) prior to the date that the Company first publicly announces it has entered into a definitive agreement or that the Company’s Board of Directors has endorsed a tender offer for the Company’s stock that if consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company’s stockholders and other conditions and contingencies), (ii) after the Company announces that any definitive agreement or tender offer referred to in clause (i) has been terminated and before it announces it has entered into another such definitive agreement or the Board of Directors has endorsed another tender offer, or (iii) more than twelve (12) months following the consummation of any transaction or series of related transactions that result in a Change of Control.

     Notwithstanding anything to the contrary herein, the term Termination in Absence of Change of Control shall not include termination of the employment of Executive (1) by the Company for Cause; (2) as a result of the voluntary termination of employment by Executive for reasons other than a Diminution of Responsibilities; or (3) that is a Termination Upon a Change of Control.

     4.8 “Termination Upon Change of Control” means:

(a)

any termination of the employment of Executive by the Company without Cause during the period commencing on or after the date that the Company first publicly announces that it has signed a definitive agreement or that the Company’s Board of Directors has endorsed a tender offer for the Company’s stock that in either case when consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company’s stockholders and other conditions and contingencies) and ending at the earlier of the date on which the Company publicly announces that such definitive agreement or tender offer has been terminated without a Change of Control or on the date which is twelve (12) months following the consummation of any transaction or series of transactions that results in a Change of Control; or

(b)

any resignation by Executive based on a Diminution of Responsibilities where (i) such Diminution of Responsibilities occurs during the period commencing on or after the date that the Company first publicly announces that it has signed a definitive agreement that when consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company’s stockholders and other conditions and contingencies) and ending on the date which is twelve (12) months following the consummation of the transaction or series of transactions that results in the Change of Control, and (ii) such resignation occurs within one hundred and eighty (180) days following such Diminution of Responsibilities.

     Notwithstanding anything to the contrary herein, the term Termination Upon Change of Control shall not include any termination of the employment of Executive (1) by the Company for Cause; (2) as a result of the voluntary termination of employment by Executive for reasons other than a Diminution of Responsibilities; or (3) that is a Termination in Absence of Change of Control.

5. No Other Benefits; Release; Transition Period; Termination Under Other Circumstances.

     5.1 No Other Benefits Payable. Except as provided in this Agreement or as required by law, Executive shall be entitled to no other compensation, benefits, or other payments from the Company as a result of any termination of employment.

     5.2 Release of Claims. The Company may condition payment of the cash severance and accelerated vesting of stock options in Sections 2 or 3 of this Agreement upon the delivery by Executive of a signed mutual release of known and unknown claims related to Executive’s employment in the form attached hereto as Exhibit A; provided that, upon receipt of such mutual release, the Company uses its best efforts to execute such mutual release.

     5.3 Transition Period. In the event of 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. If Executive agrees to such transition period (by giving notice to the Company within five (5) days after the Company’s notice to Executive), then during such period Executive shall remain a full time employee of the Company at the rate of compensation and with the same benefits as in effect on the date of his termination, shall perform such duties consistent with his prior responsibilities as the Company shall reasonably request, including services designed to transition his duties and responsibilities to one or more replacements, and at the conclusion of the transition period shall receive the benefits provided in Section 2 or 3 above as the case may be. If the Company requests a transition period as provided above and Executive does not agree to it, Executive shall receive the benefit of Section 2.1 or 3.1(computed through the date of termination), as the case may be, but shall not receive the benefit of the other provisions of this Agreement. The Company need not request a transition period, in which case Executive shall receive the benefit of Section 2 or Section 3, as the case may be, and the other provisions of this Agreement based on the date of actual termination. The Company shall have the right at any time to terminate Executive during the transition period, in which case Executive shall be entitled to the benefits of Section 2 or Section 3, as the case may be. Executive shall have the right to terminate his employment at any time during the transition period, but if Executive shall fail or refuse to complete the transition period, other than as a result of death or Disability, then Executive shall not be entitled to the benefit of Section 2 or Section 3 (except Section 2.1 or 3.1 through the date such services cease). In the case of Executive’s death or Disability during the transition period, he shall be deemed to have completed the transition period service for the full period requested.

     5.4 Termination Under Other Circumstances. In the event of Executive’s termination for Cause, or any resignation by Executive that does not constitute a Termination Upon a Change of Control or a Termination in Absence of Change of Control, the Company’s sole financial obligations to Executive shall be to pay to Executive all salary and accrued vacation (less applicable withholding) earned through the effective date of Executive’s termination or resignation, to honor Executive’s vested options, and to provide the benefits, if any, under the Company’s benefit plans to which Executive may be entitled pursuant to the terms of such plans. In the event of a termination of Executive’s employment (1) by the Company as a result of the Disability of Executive or (2) as a result of the death of Executive, Executive (or Executive’s estate) shall be entitled to the benefits of Section 3.

6. Agreement Not to Solicit. If Company performs its obligations to deliver the severance payments and benefits set forth in Sections 2 or 3 of this Agreement, then for a period of one (1) year after Executive’s termination of employment, Executive will not solicit or seek to induce any employee of the Company to discontinue that person’s or entity’s relationship with or to the

Company. For purposes of this paragraph it is expressly understood and agreed between Executive and the Company that a general advertisement or announcement regarding employment opportunities that does not specifically target Company employees shall not constitute solicitation of employees.

7. Arbitration. Any claim, dispute or controversy arising out of this Agreement, the interpretation, validity or enforceability of this Agreement or the alleged breach thereof shall be submitted by the parties to binding arbitration by the Judicial Arbitration and Mediation Service (JAMS). The site of the arbitration proceeding shall be in Santa Clara County, California, or another location mutually agreed to by the parties.

8. Conflict in Benefits.

     8.1 Effect of Agreement. This Agreement, together with the Letter, a copy of which is attached hereto and incorporated herein by reference, the option agreements by which the option grants referred to in the Letter are evidenced, option agreements relating to option grants issued prior to the date of this Agreement, the indemnity agreement, and the confidentiality and invention assignment agreement executed by Executive, shall supersede all prior arrangements, whether written or oral, and understandings regarding Executive’s employment with the Company and shall be the exclusive agreement for the determination of any compensation due to Executive from Company as a result of Executive’s employment with Company. In the event of any conflict in these various documents, the provisions of this agreement shall control the others and the Letter shall control the option agreements.

9. Miscellaneous.

     9.1 Additional Payments. Regardless of the basis of Executive’s termination of employment with the Company and regardless whether Executive agrees to execute the mutual release with the Company attached hereto as Exhibit A, if all or any portion of the amounts payable to Executive or on Executive’s behalf under this agreement or otherwise are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, or similar state tax or assessment, the Company will pay executive an amount necessary to place Executive in the same after-tax position as Executive would have been in had no such excise tax been imposed. The amount payable pursuant to this preceding sentence shall be increased to the extent necessary to pay income and excise taxes due on such amount. The determination of the amount of any such tax indemnity shall be made by the independent accounting firm employed by the Company, which amount shall be increased or decreased to reflect the results of any final determination by taxing authorities in any administrative or judicial action and shall include any expenses reasonably incurred by Executive in defending same. The amount payable pursuant to this paragraph shall be sufficient to pay any interest and penalties determined to be due, and shall be grossed up for the income tax due on the aggregate reimbursement. 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.

     9.2 Successors of the Company. The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or

substantially all of the business and/or assets of the Company, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. In the event of a Change of Control in which the options granted by the Company to Executive cannot be assumed by the successor or assign, Company shall give Executive reasonable advanced notice of such Change of Control, all options granted by the Company to Executive shall vest and become exercisable prior to such Change of Control, and Company shall allow Executive a reasonable opportunity to exercise such options prior to such Change of Control.

     9.3 Modification of Agreement. This Agreement and the Letter may be modified, amended or superseded only by a written agreement signed by Executive and the Chairman of the Board of the Company or an authorized member of the Board of Directors of the Company.

     9.4 Governing Law. This Agreement shall be interpreted in accordance with and governed by the laws of the State of California.

     9.5 Nondisparagement. Executive agrees that neither he nor anyone acting by, through, under or in concert with him shall disparage or otherwise communicate negative statements or opinions about the Company, its Board members, officers, employees or business. The Company agrees that neither its Board members nor officers shall disparage or otherwise communicate negative statements or opinions about Executive.

     9.6 No Employment Agreement. Executive acknowledges and understands that his employment with the Company is at-will and can be terminated by either party for no reason or for any reason not otherwise specifically prohibited by law. Nothing in this Agreement is intended to alter Executive’s at-will employment status or obligate the Company to continue to employ Executive for any specific period of time, or in any specific role or geographic location.

     9.7 Survival. As applicable, the covenants, agreements, representations and warranties contained in or made in this Agreement shall survive any termination of Executive’s services to the Company or any termination of this Agreement as stated in such provision, or if no such time period is specifically set forth then for a period of three years

     9.8 Code Section 409A.

     (a) The parties intend that the severance payments payable under this Agreement qualify either for the short-term deferral exception to Code Section 409A (as described in Treas. Reg. Section 1.409A-1(b)(4)) or the involuntary separation from service exception to Code Section 409A (as described in Treas. Reg. Section 1.409A-1(b)(9)(iii) and therefore are not subject to the six-month delay described in subparagraph (c) below. In any event 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 Executive’s termination of employment, such amount or benefit will not be payable or distributable to Executive, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to Executive’s 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 Executive’s separation from service during a period in which Executive is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company 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, Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s 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 Executive’s separation from service will be accumulated and Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive on such date and the normal payment or distribution schedule for any remaining payments or distributions will resume.

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

EXECUTIVE	MOVE, INC.
/s/ Steven H. Berkowitz	By:	/s/ Joe Hanauer
Steven H. Berkowitz	Name:	Joe Hanauer
	Title:	Chairman of the Board

EXHIBIT A

MUTUAL GENERAL RELEASE

     This Separation Agreement and General Release (“Agreement”) is entered into between Steven H. Berkowitz (“You”) and Move, Inc., on behalf of itself and its divisions, subsidiaries and affiliated entities (the “Company”) based upon the following facts:

     A. You have been employed by the Company as Chief Executive Officer, Move, Inc., pursuant to an offer letter signed by you, dated January 21, 2009 (the “Offer Letter”); and

     B. On __________________, ______, a [Termination in Absence of Change of Control/Termination Upon Change of Control] event, as defined in your Executive Retention and Severance Agreement dated January ___, 2009 (“Retention Agreement”) occurred. By this Agreement, You and the Company mutually agree to the terms of your final separation from the Company and termination of your employment, effective as of the close of business on __________________, ______(“Termination Date”).

     Based upon the above facts, You and the Company acknowledge and agree:

1.	Cessation of Employment: That your termination as an employee of the Company ceases as of the close of business on the Termination Date for all purposes, including without limitation as an officer of the Company and any of its subsidiaries.
2.	Separation Benefits: Immediately after this Agreement has been executed by you and delivered to the Company and the revocation period set forth in Paragraph 3(b) below has expired, the Company will pay You the Cash Severance as set forth in [Section 2 or 3, as applicable] of the Retention Agreement, less all appropriate taxes and withholdings (“Severance Pay”). You understand that in addition to the Severance Pay, You shall be entitled to all other benefits set forth in Section [2 or 3, as applicable] of the Retention Agreement.
3.	Release and Discharge of Claims:

a. Except with respect to the obligations of the Company and Your rights under the Retention Agreement, in consideration of the covenants undertaken herein by the Company, to the fullest extent permitted by law, You hereby covenant not to sue and fully release and discharge the Company, and all divisions, and subsidiaries, and all respective officers, directors, shareholders, agents, and employees thereof past, present or future (collectively, “Released Parties”), with respect to and from, any and all claims, demands, rights, actions, costs, expenses, damages, orders and liabilities of whatever kind or nature, in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which You now own or hold, or have at anytime held, or may in the future hold against the Released

Parties, arising out of, or in any way connected to Your employment relationship with the Company, Your termination, or any other events, acts or omissions occurring prior to Your execution of this Agreement (“Claim(s)”). Your release of any such Claim(s) includes, but is not limited to, any action under any federal, state or local constitution, statute, regulation, or common law; including but not limited to, any Claim based on discrimination, retaliation, harassment, breach of contract, or any Claim for severance pay, bonus (under the Offer Letter or otherwise), or any other employee benefit. You hereby warrant and represent that You have not filed any complaint and/or other Claim against any of the Released Parties, with any court or government entity. You warrant and represent that You shall not seek any personal recovery from any of the Released Parties, in connection with any matter released. To the fullest extent permitted by law, You represent and warrant that You shall not hereafter, individually, nor as a member of a class, file any action against the Released Parties arising out of or in any way related to any Claim released by You. Notwithstanding the foregoing, You do not release (i) claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (ii) claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA; (iii) claims to any benefit entitlements vested as the date of such release, pursuant to written terms of any employee benefit plan (including without limitation any equity compensation plan) of the Company or its subsidiaries; (iv) Your right to bring to the attention of the Equal Employment Opportunity Commission and/or California Department of Fair Employment and Housing claims of discrimination; provided, however, that You do release Your right to secure any damages for alleged discriminatory treatment; (v) any obligation of the Company under California Labor Code Section 2802 or the indemnification provisions of the Company’s Certificate of Incorporation or Bylaws; and (vi) claims pursuant to the California Workers’ Compensation Act.

b.

The general release contained herein specifically includes a waiver and release of all claims that You have or may have under the Age Discrimination in Employment Act, as amended, 29 U.S.C. Sections 621 et seq. (“ADEA”), based on Your employment with the Company, the termination of Your employment, or any event, transaction, occurrence, act or omission occurring on or before the date on which You execute this Agreement. By signing this Agreement, You acknowledge and agree that the releases contained herein, including the ADEA release, do not cover rights or claims that may arise after the date on which You sign this Agreement; [that You have been advised to consult an attorney before signing this Agreement; that You have up to twenty-one (21) calendar days from the date You are presented with this Agreement to consider whether or not to sign it; that You are knowingly and voluntarily waiving and releasing Your rights, including Your rights under the ADEA, only in exchange for consideration (something of value) in addition to anything of value to which You are otherwise already entitled, and that if You sign this Agreement, You will have the right to revoke this Agreement within seven (7) calendar days of signing this Agreement

and that this Agreement shall not become effective or enforceable until after this revocation period has expired. You may revoke this Agreement by delivering a written notice to the General Counsel of Move, Inc., 30700 Russell Ranch Road, Westlake Village, CA 91362, which notice must be delivered or postmarked within seven (7) days of Your execution of this Agreement.

c.

The Company hereby covenants not to sue and releases You with respect to and from, any and all claims, demands, rights, actions, costs, expenses, damages, orders and liabilities of whatever kind or nature, in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which it now owns or holds, or has at anytime before owned or held, or may in the future hold against You, including without limitation such claims arising out of, grounded upon, or in any way connected to Your employment relationship with the Company or Your termination from that employment. The Company hereby warrants and represents that it shall not seek nor be entitled to personal recovery from You in connection with any matter released herein.

4. Belated Discovery: As part of the foregoing general release of claims, and not by way of limitation, You and the Company each expressly waive all of your respective rights under Section 1542 of the California Civil Code or any similar law of any other jurisdiction. California Civil Code Section 1542 states:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

You and the Company acknowledge, understand and agree that either You or the Company may later discover claims or facts in addition to or different from those which You and Company now know or believe to be true with respect to the subject matters of this Agreement, but that it is nevertheless Your intention, and the Company’s intention, by signing this Agreement to fully, finally and forever release any and all claims whether now known or unknown, suspected or unsuspected, which now exist, may exist, or previously have existed as set forth herein.

5.

No Assignment of Claims: You represent and agree that You have not assigned or transferred any Claim against any of the Released Parties, or any portion or interest of any Claim, and You agree to indemnify, defend and hold harmless the Released Parties against any and all Claims based on, arising out of or in connection with, any such transfer or assignment of any Claim. The Company represents and agrees that it has not assigned or transferred any claim against You, and agrees to indemnify, defend You and hold You harmless against any and all claims based on, arising out of or in connection with, any such transfer or assignment of any claim. This Agreement

	shall be binding upon the Company’s successors and assigns, and Your heirs, estate, personal representatives, executors and administrators.
6.	No Other Payment or Monies Owed: You agree that on signing this Agreement, You have been compensated by the Company in full for all wages and vacation pay earned and accrued by You through the Termination Date and that, except for the Severance Pay described in Paragraph 2 and all other benefits set forth in Paragraph 2 above, no other wages, or compensation of any kind whatsoever are owed to You or will be paid to You. You understand and agree that except for the Severance Pay and such other benefits in Paragraph 2, You are not eligible and shall not receive any other separation payment from the Company in connection with Your employment, termination or executing this Agreement.
7.	Company Benefits: Except as set forth in Paragraph 2 and as mandated by applicable law, all Company-sponsored employee benefits provided to You ceased or will cease as of the close of business on the Termination Date.
8.	Return of Company Property: You represent and agree that You have returned to the Company any and all company property in Your possession, custody or control, and/or in the possession, custody or control of Your agents or representatives, including all originals and all copies of documents, computer disks, files, contact lists, and all the Company’s equipment, including telephones, and computers.
9.	No Admission of Liability: This Agreement shall not be construed as an admission that either party has acted wrongfully or unlawfully. The parties each disclaim any liability to or wrongful acts or omissions against the other party or any person. Neither this Agreement nor anything in it shall be admissible in any proceeding as evidence of any unlawful or wrongful conduct by either party or any Released Parties.
10.	Confidentiality: You acknowledge that as a result of Your employment with the Company, You have had access to the Company’s “confidential information,” as that term is defined in the Company’s Code of Conduct and Business Ethics in effect during your employment with the Company (the “Code”). You understand and agree that You continue to be bound by the terms and obligations of the Code, that You will hold all confidential information in the strictest confidence, and that You will not make use of such confidential information on behalf of anyone. Any breach of this paragraph by You shall be a material breach of this Agreement.
11.	Non-disparagement: You and the Company agree to refrain from making any statements or taking any actions to disparage the other party, directly or indirectly, that harm the other party’s business interests, reputation or goodwill.
12.	Severability: Should any part, term or provision of this Agreement, with the exception of the releases embodied in Paragraph 3 be determined by any Court or other tribunal of competent jurisdiction to be invalid or unenforceable, such invalid or unenforceable part, term or provision shall be deemed stricken and severed from this

	Agreement and any and all of the other terms of this Agreement shall remain in full force and effect to the fullest extent permitted by law. The releases embodied in Paragraph 3 are of the essence of this Agreement and should You take any action to have any part of Paragraph 3 deemed to be invalid or unenforceable, or should any part of Paragraph 3 be deemed to be invalid or unenforceable, the Company may, in its sole discretion, declare this Agreement to be null and void, and any Severance Pay and bonus amount (if any) received by You shall be returned to the Company.
13.	Enforcement of this Agreement and Arbitration: This Agreement shall be governed and construed in accordance with the laws of the State of California, without regard to principles of conflict of laws. Any controversy or claim arising out of or relating to this Agreement, its enforcement or interpretation, or arising out of or relating in any way to your employment or termination, shall be submitted to arbitration by the Judicial and Mediation Service (“JAMS”), to be held in Santa Clara County, California, in accordance with the rules of JAMS then in effect and applicable to employment disputes. If any arbitration or action at law or in equity is brought to enforce, interpret, or rescind this Agreement, the prevailing party shall be entitled to all of its costs in bringing the arbitration or action, including attorneys’ fees.
14.	Entire Agreement: You acknowledge that in entering this Agreement You have not relied on any oral or written promises, statements, or representations, made to You by any Company representative, except as expressly stated in this Agreement. This Agreement contains the full and complete understanding and agreement between You and the Company with respect to the within subject matters and supersedes all prior agreements between You and the Company regarding the same. This Agreement may not be modified or amended except by a written instrument executed by both parties hereto.
15.	Counterpart Execution and Use of Photocopies: This Agreement may be executed in counterparts and transmitted by facsimile, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic copies of such signed counterparts may be used in lieu of the originals.
16.	Effect of, Waiver of Breach: No waiver of any breach of any term or provision of this Agreement shall be construed to be a waiver of any other breach of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.
17.	Consultation With Counsel: You acknowledge that You have carefully read and fully understand this Agreement, and that You have had the opportunity to raise with the Company any questions, concerns or issues You may have in connection with this Agreement, or its terms. You further acknowledge that You have had the opportunity, and taken it to the extent You deemed appropriate and necessary, to consult legal counsel of Your choice in connection with this Agreement and consent to all of the terms and provisions contained herein knowingly, voluntarily and without any reservation whatsoever.

PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A MUTUAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

Steven H. Berkowitz
	Dated:
MOVE, INC.
By:	Dated:
Its:

EX-99.4

EXHIBIT 99.4

Move, Inc.

Performance - Based Restricted Stock
Unit Agreement

[     ] Performance Period

Non-transferable

G R A N T T O

[               ]
(“Grantee”)

by Move, Inc. (the “Company”) of Restricted Stock Units (the “Units”) representing the right to earn, on a one-for-one basis, shares of the Company’s common stock, par value $0.001 per share (“Shares”), pursuant to and subject to the provisions of the Company’s 1999 Incentive Stock Option Plan (the “Plan”) and to the terms and conditions set forth on the following pages of this Award Certificate (this “Certificate”).

Depending on the Company’s level of attainment of specified targets for the period commencing as of [                    ] and ending [                    ] (the “Performance Period”) in accordance with the matrices attached hereto as Exhibit A, Grantee may earn up to [                    ] Shares (the “Maximum Award”).

By accepting this award, Grantee shall be deemed to have agreed to the terms and conditions of this Certificate and the Plan.

IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, has caused this Certificate to be executed as of [                    ].

Move, Inc.
By:		Accepted by Grantee:
Its:	Authorized Officer

30700 Russell Ranch Road, Westlake Village, CA 91362 P.805.557.2300 F.805.557.2680

TERMS AND CONDITIONS

1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. In addition, for purposes of this Certificate:

     1.1 “Change of Control” shall have the meaning set forth in Executive’s Executive Retention and Severance Agreement dated as of [                    ] (the “Retention Agreement”).

     1.2 “Committee” means the Company’s Management Development and Compensation Committee.

     1.3 “Company” means Move, Inc., any successor thereto and, following a Change of Control, any successor or owner of substantially all the business and/or assets of Move, Inc.

     1.4 “Incumbent Director” shall have the meaning set forth in the Retention Agreement.

2. Vesting of Units. The Units have been credited to a bookkeeping account on behalf of Grantee. The Units will vest on the earliest to occur of the following (in any such case, the “Vesting Date”):

     (a) Completion of Performance Period. [                    ]; or

     (b) Upon Change of Control. In the event of a Change of Control, immediately prior to the effective date of the Change of Control, then the Maximum Award will become fully vested and nonforfeitable, and the conversion of the Units to common stock will occur as of the effective date of such event.

If Grantee’s employment with the Company terminates prior to the Vesting Date for any reason, other than a Termination Upon Change of Control (as such term is defined in the Retention Agreement), Grantee shall forfeit all right, title and interest in and to the Units as of the date of such termination and the Units will be reconveyed to the Company without further consideration or any act or action by Grantee. In addition, any Units that fail to vest in accordance with the terms of this Certificate will be forfeited and reconveyed to the Company without further consideration or any act or action by Grantee.

3. Conversion to Shares. For awards provided under Section 2(a), the vested Units will be converted (one Share per Unit) to actual Shares subject to the attainment of the goals set forth on Exhibit A attached hereto. Such conversion shall occur as soon as practicable after the Committee’s certification of the Company’s achievement over the Performance Period of the goals set forth on Exhibit A (the “Conversion Date”). Shares will be registered on the books of the Company in Grantee’s name as of the date they are converted, and shall be delivered to Grantee as soon as practical thereafter, in certificated or uncertificated form. Any Units that are not converted in accordance with the terms of this Certificate will be forfeited and reconveyed to the Company without further consideration or any act or action by Grantee.

For an award provided under Section 2(b), the Units that vest will be converted (one Share per Unit) to actual Shares immediately prior to the consummation of the Change of Control, enabling

the Grantee to receive the same consideration for such Shares as received by the other common stockholders of the Company as a result of the Change of Control.

4. Restrictions on Transfer and Pledge. No right or interest of Grantee in the Units may be pledged, encumbered, or hypothecated or be made subject to any lien, obligation, or liability of Grantee to any other party other than the Company or an affiliate thereof (“Affiliate”). The Units may not be sold, assigned, transferred or otherwise disposed of by Grantee.

5. Limitation of Rights. The Units do not confer to Grantee or Grantee’s beneficiary, executors or administrators any rights of a stockholder of the Company unless and until Shares are in fact issued to such person in connection with the Units. Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in employment of the Company or any Affiliate.

6. Payment of Taxes. The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold, or require Grantee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the vesting or settlement of the Units. The withholding requirement may be satisfied, in whole or in part, at the election of the Grantee, by authorizing the Company to withhold from the settlement of the Units, such number of Shares having a fair market value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Company’s corporate secretary establishes. In the event of such election, the Company shall promptly remit such withheld amount to the appropriate taxing authority. The obligations of the Company under this Certificate will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.

7. Arbitration. Any claim, dispute or controversy arising out of this Certificate, the interpretation, validity or enforceability of this Certificate or the alleged breach thereof shall be submitted by the parties to binding arbitration by the Judicial Arbitration and Mediation Service (JAMS). The site of the arbitration proceeding shall be in Santa Clara County, California, or another location mutually agreed to by the parties.

8. Miscellaneous.

     8.1 Successors of the Company. The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, expressly, absolutely and unconditionally to assume and agree to perform this Certificate in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place.

     8.2 Modification of Certificate and Construction. This Certificate may be modified, amended or superceded only by a written agreement signed by Grantee and the Chief Grantee Officer or an authorized member of the Board of Directors of the Company. In the event of any conflict between the terms of this Certificate and the Plan and the terms of the Retention Agreement and the Offer Letter between Executive and the Company dated as of [                    ] (the “Offer Letter”), the terms of the Retention Agreement and the Offer Letter shall govern.

     8.3 Governing Law. This Certificate shall be interpreted in accordance with and governed by the laws of the State of California.