M E M O R A N D U M
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March 5, 2002
To: Walter Lowry
From: Mike Long
Re: Your compensation
I am pleased to inform you of your new compensation package, which consists of
. an annual base salary of $350,000, effective as of January 21, 2002,
payable in accordance with Hometore's payroll policy;
. an option grant of 750,000 options, effective as of January 24, 2002,
at an exercise price of $1.76 per share; such options will be subject
to six-month cliff vesting, will then vest ratably, on a monthly basis
over the remaining term of the option, and will be fully vested,
subject to the terms and conditions of the option agreement reflecting
the grant, 48 months from the date of grant; and
. eligibility for an annual bonus for 2002, with a "target" bonus of 100
percent of your annual base salary, subject to achievement of certain
goals and objectives (to be determined and discussed with you at a
In addition, enclosed with this memorandum are two copies of an Executive
Retention and Severance Agreement to be entered into between Homestore and you.
Kindly execute both copies and return them to me. After the Agreement has been
executed on behalf of Homestore, we will return one executed copy to you.
Separately, you will be receiving an Option Agreement reflecting the option
grant described above.
If you have any questions, please feel free to drop by or give me a call.