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10-K - FORM 10-K - MOVE INCv55363e10vk.htm
EX-31.02 - EX-31.02 - MOVE INCv55363exv31w02.htm
EX-99.01 - EX-99.01 - MOVE INCv55363exv99w01.htm
EX-23.01 - EX-23.01 - MOVE INCv55363exv23w01.htm
EX-10.34 - EX-10.34 - MOVE INCv55363exv10w34.htm
EX-31.01 - EX-31.01 - MOVE INCv55363exv31w01.htm
EX-10.71 - EX-10.71 - MOVE INCv55363exv10w71.htm
EX-10.70 - EX-10.70 - MOVE INCv55363exv10w70.htm
EX-32.02 - EX-32.02 - MOVE INCv55363exv32w02.htm
EX-21.01 - EX-21.01 - MOVE INCv55363exv21w01.htm
EX-10.68 - EX-10.68 - MOVE INCv55363exv10w68.htm
EX-32.01 - EX-32.01 - MOVE INCv55363exv32w01.htm
EX-10.69 - EX-10.69 - MOVE INCv55363exv10w69.htm
EXHIBIT 10.72
MOVE, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
Optionee: Robert J. Krolik
Number Shares Subject to Option: 750,000
Exercise Price per Share: $2.21
Date of Grant: July 20, 2009
     1. Grant of Option. Move, Inc. (the “Company”) hereby grants to the Optionee named above (the “Optionee”) a Non-Qualified Stock Option to purchase, on the terms and conditions set forth in this agreement (this “Option Agreement”), the number of shares indicated above of the Company’s $0.001 par value common stock (the “Stock”), at the exercise price per share set forth above (the “Option”). The Units are granted as an inducement award pursuant to Nasdaq Marketplace Rule 4350(i)(1)(a)(iv) and are not granted under any established plan of the Company. The Option is a non-qualified stock option that is not intended to meet the requirements of an “incentive stock option” under Section 422 of the Code.
     2. Definitions. The following words and phrases shall have the following meanings:
     “Cause” shall have the meaning set forth in the Retention Agreement.
     “Change of Control” shall have the meaning set forth in the Retention Agreement.
     “Code” means the Internal Revenue Code of 1986, as amended from time to time. For purposes of this Option Agreement, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.
     “Committee” means the Company’s Management Development and Compensation Committee.
     “Disability” shall have the meaning set forth in the Retention Agreement.
     “Fair Market Value” means, as of any date, the value of a share of the Company’s Stock determined as follows: (a) if the Stock is then quoted on the Nasdaq National Market, its closing price on the Nasdaq National Market on the date of determination as reported in The Wall Street Journal; (b) if such Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Stock is listed or admitted to trading as reported in The Wall Street Journal; (c) if such Stock is publicly traded but is not

 


 

quoted on the Nasdaq National Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal; or (c) if none of the foregoing is applicable, by the Committee in good faith.
     “Retention Agreement” shall mean Optionee’s Executive Retention and Severance Agreement dated as of June 30, 2009 (the “Retention Agreement”).
     “Termination Upon Change of Control” shall have the meaning set forth in the Retention Agreement.
     “Termination in Absence of Change of Control” shall have the meaning set forth in the Retention Agreement.
     3. Vesting of Option. The Options shall vest (become exercisable) in equal quarterly installments over a forty-eight (48) month period beginning on July 20, 2009, provided that Optionee is employed by the Company on each such vesting date. Notwithstanding the foregoing vesting schedule, the Options shall become fully vested and exercisable (i) immediately upon Optionee’s termination of employment by reason of death or Disability, or (ii) immediately upon a Change of Control, or (iii) immediately upon Termination in Absence of Change of Control.
     4. Period of Option and Limitations on Right to Exercise. The term of the Options will be for a period of ten years, expiring at 5:00 p.m., Pacific Time, on the tenth anniversary of the Grant Date (the “Expiration Date”). To the extent not previously exercised, the Options will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances:
     (a) Three months after the termination of Optionee’s employment for any reason other than (i) by reason of Optionee’s death or Disability, (ii) a Termination in Absence of Change of Control, (iii) a Termination Upon Change of Control, or (iv) for Cause.
     (b) Twelve months after the termination of Optionee’s employment by reason of Optionee’s death or Disability
     (c) Twelve months after the end of the transition period described in Section 5.3 of the Retention Agreement (the “Transition Period”) or, if no such Transition Period is requested, twelve months after the date of a Termination Upon Change of Control or a Termination in Absence of Change of Control.
     (d) One month after the termination of Optionee’s employment for Cause.
The Committee may, prior to the lapse of the Options under the circumstances described in subparagraphs (a), (b), (c) or (d) above, extend the time to exercise the Options as determined by the Committee in writing. If Optionee returns to employment with the

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Company during the designated post-termination exercise period, then Optionee shall be restored to the status Optionee held prior to such termination but no vesting credit will be earned for any period Optionee was not employed by the Company. If Optionee or his or her beneficiary exercises an Option after termination of employment, the Options may be exercised only with respect to the Shares that were otherwise vested on Optionee’s termination of service, including Options vested by acceleration under Section 3.
     5. Exercise of Option. The Options shall be exercised by (a) written notice directed to the Secretary of the Company or his or her designee at the address and in the form specified by the Secretary from time to time and (b) payment to the Company in full for the Shares subject to such exercise (unless the exercise is a broker-assisted cashless exercise, as described below). If the person exercising an Option is not Optionee, such person shall also deliver with the notice of exercise appropriate proof of his or her right to exercise the Option. Payment for such Shares shall be in (a) cash, (b) Shares previously acquired by the purchaser, (c) Shares withheld from the Option, or (d) any combination thereof, for the number of Shares specified in such written notice. The value of Shares surrendered or withheld for this purpose shall be the Fair Market Value as of the last trading day immediately prior to the exercise date. To the extent permitted under Regulation T of the Federal Reserve Board, and subject to applicable securities laws and any limitations as may be applied from time to time by the Committee (which need not be uniform), the Options may be exercised through a broker in a so-called “cashless exercise” whereby the broker sells the Option Shares on behalf of Optionee and delivers cash sales proceeds to the Company in payment of the exercise price.
     6. Beneficiary Designation. The Optionee may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Optionee hereunder and to receive any distribution with respect to the Options upon the Optionee’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights hereunder is subject to all terms and conditions of this Option Agreement and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives Optionee, the Options may be exercised by the legal representative of Optionee’s estate, and payment shall be made to Optionee’s estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by Optionee at any time provided the change or revocation is filed with the Company.
     7. Withholding. The Company has the authority and the right to deduct or withhold, or require Optionee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Optionee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the exercise of the Options. The Committee may permit in its sole discretion the withholding requirement to be satisfied, in whole or in part, by withholding from the Options shares of Stock 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 such officer establishes. The obligations of the Company under this Option Agreement will be conditional on such payment or arrangements, and the Company will,

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to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Optionee.
     8. Limitation of Rights. The Option does not confer to the Optionee or the Optionee’s personal representative any rights of a shareholder of the Company unless and until shares of Stock are in fact issued to such person in connection with the exercise of the Option. Nothing in this Option Agreement shall interfere with or limit in any way the right of the Company to terminate the Optionee’s service at any time, nor confer upon the Optionee any right to continue in the service of the Company.
     9. Stock Reserve. The Company shall at all times during the term of this Option Agreement reserve and keep available such number of shares of Stock as will be sufficient to satisfy the requirements of this Option Agreement.
     10. Restrictions on Transfer and Pledge. No right or interest of Optionee in the Options may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company, or shall be subject to any lien, obligation, or liability of Optionee to any other party other than the Company. The Options are not assignable or transferable by Optionee other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to this Option; provided, however, that the Committee may (but need not) permit other transfers. The Options may be exercised during the lifetime of Optionee only by Optionee or any permitted transferee.
     11. Restrictions on Issuance of Shares. If at any time the Committee shall determine in its discretion, that registration, listing or qualification of the shares of Stock covered by the Options upon any securities exchange or similar self-regulatory organization or under any foreign, federal, or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the exercise of the Options, the Options may not be exercised in whole or in part unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.
     12. Changes in Capital Structure. In the event of a nonreciprocal transaction between the Company and its shareholders that causes the per-share value of the Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend), the Committee shall make such adjustments to the Option as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. Without limiting the foregoing, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in shares of Stock, or a combination or consolidation of the outstanding Stock into a lesser number of shares of Stock, the shares of Stock then subject to the Option shall automatically, without the necessity for any additional action by the Committee, be adjusted proportionately without any change in the aggregate purchase price therefor.

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     13. Successors. This Option Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Option Agreement.
     14. Severability. If any one or more of the provisions contained in this Option Agreement are invalid, illegal or unenforceable, the other provisions of this Option Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
     15. Notice. Notices and communications under this Option Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Move, Inc., 30700 Russell Ranch Road, Westlake Village, CA 91362, Attn: General Counsel, or any other address designated by the Company in a written notice to the Optionee. Notices to the Optionee will be directed to the address of the Optionee then currently on file with the Company, or at any other address given by the Optionee in a written notice to the Company.
     16. Arbitration. Any claim, dispute or controversy arising out of this Option Agreement, the interpretation, validity or enforceability of this Option Agreement or the alleged breach thereof shall be submitted by the parties to binding arbitration by the American Arbitration Association. The site of the arbitration proceeding shall be in Los Angeles County, California, or another location mutually agreed to by the parties.
     17. Amendment and Modification. This Option Agreement may be amended or modified only by a writing signed by both parties hereto.
     18. Governing Law. This Option Agreement is governed by and will be construed in accordance with the laws of the State of California.
     IN WITNESS WHEREOF, Move, Inc., acting by and through its duly authorized officers, has caused this Option Agreement to be executed, and the Optionee has executed this Option Agreement, all as of the day and year first above written.
         
MOVE, INC.:
  OPTIONEE:    
 
       
By: /s/ James S. Caulfield
 
Name: James S. Caulfield
  /s/ Robert J. Krolik
 
Robert J. Krolik
   
Title: EVP, General Counsel & Secretary
       

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