{"id":38361,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1999-stock-incentive-plan-homestore-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-stock-incentive-plan-homestore-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-stock-incentive-plan-homestore-com-inc.html","title":{"rendered":"1999 Stock Incentive Plan &#8211; Homestore.com Inc."},"content":{"rendered":"<pre>                              HOMESTORE.COM, INC.\n                                        \n                           1999 STOCK INCENTIVE PLAN\n\n                            As Adopted July 6, 1999\n\n         1.   PURPOSE.  The purpose of this Plan is to provide incentives to\n              -------                                                       \nattract, retain and motivate eligible persons whose present and potential\ncontributions are important to the success of the Company, its Parent and\nSubsidiaries, by offering them an opportunity to participate in the Company's\nfuture performance through awards of Options, Restricted Stock and Stock\nBonuses.  Capitalized terms not defined in the text are defined in Section 23.\n\n         2.   SHARES SUBJECT TO THE PLAN.\n              -------------------------- \n\n              2.1  Number of Shares Available.  Subject to Sections 2.2 and 18,\n                   --------------------------                                  \nthe total number of Shares reserved and available for grant and issuance\npursuant to this Plan will be 4,900,000 Shares plus (a) Shares that are subject\nto: (i) issuance upon exercise of an Option but cease to be subject to such\nOption for any reason other than exercise of such Option; (ii) an Award granted\nhereunder but are forfeited or are repurchased by the Company at the original\nissue price; and (iii) an Award that otherwise terminates without Shares being\nissued; and (b) any authorized shares not issued or subject to outstanding\ngrants under the Company's 1996 Stock Incentive Plan and the 1999 Equity\nIncentive Plan (the 'Prior Plans') on the Effective Date (as defined below) and\nany shares issued under the Prior Plans that are forfeited or repurchased by the\nCompany or that are issuable upon exercise of options granted pursuant to the\nPrior Plans that expire or become unexercisable for any reason without having\nbeen exercised in full, which shares will no longer be available for grant and\nissuance under the Prior Plans, but will be available for grant and issuance\nunder this Plan. In addition, on January 1, 2000 and each anniversary\nthereafter, the aggregate number of Shares reserved and available for grant and\nissuance pursuant to this Plan will be increased automatically by a number of\nShares equal to 4.5% of the total outstanding shares of the Company as of the\nimmediately preceding December 31, unless the Board determines prior to such\nincrease of shares that the increase shall not occur for such year; provided,\n                                                                    --------\nhowever, that the aggregate number of shares reserved that qualify as ISOs (as\n-------\ndefined in Section 5 below) shall not exceed 20,000,000 shares. At all times the\nCompany shall reserve and keep available a sufficient number of Shares as shall\nbe required to satisfy the requirements of all outstanding Options granted under\nthis Plan and all other outstanding but unvested Awards granted under this Plan.\n\n              2.2  Adjustment of Shares.  In the event that the number of\n                   --------------------                                  \noutstanding shares is changed by a stock dividend, recapitalization, stock\nsplit, reverse stock split, subdivision, combination, reclassification or\nsimilar change in the capital structure of the Company without consideration,\nthen (a) the number of Shares reserved for issuance under this Plan, (b) the\nExercise Prices of and number of Shares subject to outstanding Options, and (c)\nthe number of Shares subject to other outstanding Awards will be proportionately\nadjusted, subject to any required action by the Board or the stockholders of the\nCompany and compliance with applicable securities laws; provided, however, that\n                                                        --------  -------      \nfractions of a Share will not be issued but will either be replaced by a cash\npayment equal to the Fair Market Value of such fraction of a Share or will be\nrounded up to the nearest whole Share, as determined by the Committee.\n\n         3.   ELIGIBILITY.  ISOs (as defined in Section 5 below) may be granted\n              -----------                                                      \nonly to employees (including officers and directors who are also employees) of\nthe Company or of a Parent or Subsidiary of the Company.  All other Awards may\nbe granted to employees, officers, directors, consultants, independent\ncontractors and advisors of the Company or any Parent or Subsidiary of the\nCompany; provided such consultants, contractors and advisors render bona fide\n         --------                                                            \nservices not in connection with the offer and sale of securities in a capital-\nraising transaction.  No person will be eligible to receive more than 2,000,000\nShares in any calendar year under this Plan pursuant to the grant of Awards\nhereunder.  A person may be granted more than one Award under this Plan.\n\n         4.   ADMINISTRATION.\n              -------------- \n\n \n              4.1  Committee Authority.  This Plan will be administered by the\n                   -------------------                                        \nCommittee or by the Board acting as the Committee.  Except for automatic grants\nto Outside Directors pursuant to Section 9 hereof, and subject to the general\npurposes, terms and conditions of this Plan, and to the direction of the Board,\nthe Committee will have full power to implement and carry out this Plan.  Except\nfor automatic grants to Outside Directors pursuant to Section 9 hereof, the\nCommittee will have the authority to:\n\n         (a)  construe and interpret this Plan, any Award Agreement and any\n              other agreement or document executed pursuant to this Plan;\n\n         (b)  prescribe, amend and rescind rules and regulations relating to\n              this Plan or any Award;\n\n         (c)  select persons to receive Awards;\n\n         (d)  determine the form and terms of Awards;\n\n         (e)  determine the number of Shares or other consideration subject to\n              Awards;\n\n         (f)  determine whether Awards will be granted singly, in combination\n              with, in tandem with, in replacement of, or as alternatives to,\n              other Awards under this Plan or any other incentive or\n              compensation plan of the Company or any Parent or Subsidiary of\n              the Company;\n\n         (g)  grant waivers of Plan or Award conditions;\n\n         (h)  determine the vesting, exercisability and payment of Awards;\n\n         (i)  correct any defect, supply any omission or reconcile any\n              inconsistency in this Plan, any Award or any Award Agreement;\n\n         (j)  determine whether an Award has been earned; and\n\n         (k)  make all other determinations necessary or advisable for the\n              administration of this Plan.\n\n              4.2  Committee Discretion.  Except for automatic grants to Outside\n                   --------------------                                         \nDirectors pursuant to Section 9 hereof, any determination made by the Committee\nwith respect to any Award will be made in its sole discretion at the time of\ngrant of the Award or, unless in contravention of any express term of this Plan\nor Award, at any later time, and such determination will be final and binding on\nthe Company and on all persons having an interest in any Award under this Plan.\nThe Committee may delegate to one or more officers of the Company the authority\nto grant an Award under this Plan to Participants who are not Insiders of the\nCompany.\n\n         5.   OPTIONS.  The Committee may grant Options to eligible persons and\n              -------                                                          \nwill determine whether such Options will be Incentive Stock Options within the\nmeaning of the Code ('ISO') or Nonqualified Stock Options ('NQSOs'), the number\nof Shares subject to the Option, the Exercise Price of the Option, the period\nduring which the Option may be exercised, and all other terms and conditions of\nthe Option, subject to the following:\n\n              5.1  Form of Option Grant.  Each Option granted under this Plan\n                   --------------------                                      \nwill be evidenced by an Award Agreement which will expressly identify the Option\nas an ISO or an NQSO ('Stock Option Agreement'), and, except as otherwise\nrequired by the terms of Section 9 hereof, will be in such form and contain such\nprovisions (which need not be the same for each Participant) as the Committee\nmay from time to time approve, and which will comply with and be subject to the\nterms and conditions of this Plan.\n\n                                      -2-\n\n \n              5.2  Date of Grant.  The date of grant of an Option will be the\n                   -------------                                             \ndate on which the Committee makes the determination to grant such Option, unless\notherwise specified by the Committee.  The Stock Option Agreement and a copy of\nthis Plan will be delivered to the Participant within a reasonable time after\nthe granting of the Option.\n\n              5.3  Exercise Period.  Options may be exercisable within the times\n                   ---------------                                              \nor upon the events determined by the Committee as set forth in the Stock Option\nAgreement governing such Option; provided, however, that no Option will be\n                                 --------  -------                        \nexercisable after the expiration of ten (10) years from the date the Option is\ngranted; and provided further that no ISO granted to a person who directly or by\n             ----------------                                                   \nattribution owns more than ten percent (10%) of the total combined voting power\nof all classes of stock of the Company or of any Parent or Subsidiary of the\nCompany ('Ten Percent Stockholder') will be exercisable after the expiration of\nfive (5) years from the date the ISO is granted.  The Committee also may provide\nfor Options to become exercisable at one time or from time to time, periodically\nor otherwise, in such number of Shares or percentage of Shares as the Committee\ndetermines.\n\n              5.4  Exercise Price.  The Exercise Price of an Option will be\n                   --------------                                          \ndetermined by the Committee when the Option is granted and may be not less than\n85% of the Fair Market Value of the Shares on the date of grant; provided that:\n(i) the Exercise Price of an ISO will be not less than 100% of the Fair Market\nValue of the Shares on the date of grant; and (ii) the Exercise Price of any ISO\ngranted to a Ten Percent Stockholder will not be less than 110% of the Fair\nMarket Value of the Shares on the date of grant.  Payment for the Shares\npurchased may be made in accordance with Section 8 of this Plan.\n\n              5.5  Method of Exercise.  Options may be exercised only by\n                   ------------------                                   \ndelivery to the Company of a written stock option exercise agreement  (the\n'Exercise Agreement') in a form approved by the Committee (which need not be the\nsame for each Participant), stating the number of Shares being purchased, the\nrestrictions imposed on the Shares purchased under such Exercise Agreement, if\nany, and such representations and agreements regarding Participant's investment\nintent and access to information and other matters, if any, as may be required\nor desirable by the Company to comply with applicable securities laws, together\nwith payment in full of the Exercise Price for the number of Shares being\npurchased.\n\n              5.6  Termination.  Notwithstanding the exercise periods set forth\n                   -----------                                                 \nin the Stock Option Agreement, exercise of an Option will always be subject to\nthe following:\n\n         (a)  If the Participant is Terminated for any reason except death or\n              Disability, then the Participant may exercise such Participant's\n              Options only to the extent that such Options would have been\n              exercisable upon the Termination Date no later than three months\n              after the Termination Date (or such shorter or longer time period\n              not exceeding five (5) years as may be determined by the\n              Committee, with any exercise beyond three (3) months after the\n              Termination Date deemed to be an NQSO), but in any event, no later\n              than the expiration date of the Options.\n\n         (b)  If the Participant is Terminated because of Participant's death or\n              Disability (or the Participant dies within three (3) months after\n              a Termination other than for Cause or because of Participant's\n              Disability), then Participant's Options may be exercised only to\n              the extent that such Options would have been exercisable by\n              Participant on the Termination Date and must be exercised by\n              Participant (or Participant's legal representative or authorized\n              assignee) no later than twelve months after the Termination Date\n              (or such shorter or longer time period not exceeding five (5)\n              years as may be determined by the Committee, with any such\n              exercise beyond (a) three (3) months after the Termination Date\n              when the Termination is for any reason other than the\n              Participant's death or Disability, or (b) twelve (12) months after\n              the Termination Date when the Termination is for Participant's\n              death or Disability, deemed to be an NQSO), but in any event no\n              later than the expiration date of the Options.\n\n                                      -3-\n\n \n         (c)  Notwithstanding the provisions in paragraph 5.6(a) above, if a\n              Participant is terminated for Cause, then the Participant, the\n              Participant's estate or such other person who may then hold the\n              Options may exercise such Participant's Options, only to the\n              extent that such Option would have been exercisable upon the\n              Termination Date, no later than one month after the Termination\n              Date, but in any event, no later than the expiration date of the\n              Options.  In making such determination, the Board shall give the\n              Participant an opportunity to present to the Board evidence on his\n              behalf.  For the purpose of this paragraph, termination of service\n              shall be deemed to occur on the date when the Company dispatches\n              notice or advice to the Participant that his service is\n              terminated.\n\n              5.7  Limitations on Exercise.  The Committee may specify a\n                   -----------------------                              \nreasonable minimum number of Shares that may be purchased on any exercise of an\nOption, provided that such minimum number will not prevent Participant from\nexercising the Option for the full number of Shares for which it is then\nexercisable.\n\n\n              5.8  Limitations on ISO.  The aggregate Fair Market Value\n                   ------------------                                  \n(determined as of the date of grant) of Shares with respect to which ISO are\nexercisable for the first time by a Participant during any calendar year (under\nthis Plan or under any other incentive stock option plan of the Company, Parent\nor Subsidiary of the Company) will not exceed $100,000.  If the Fair Market\nValue of Shares on the date of grant with respect to which ISO are exercisable\nfor the first time by a Participant during any calendar year exceeds $100,000,\nthen the Options for the first $100,000 worth of Shares to become exercisable in\nsuch calendar year will be ISO and the Options for the amount in excess of\n$100,000 that become exercisable in that calendar year will be NQSOs.  In the\nevent that the Code or the regulations promulgated thereunder are amended after\nthe Effective Date of this Plan to provide for a different limit on the Fair\nMarket Value of Shares permitted to be subject to ISO, such different limit will\nbe automatically incorporated herein and will apply to any Options granted after\nthe effective date of such amendment.\n\n              5.9  Modification, Extension or Renewal.  The Committee may\n                   ----------------------------------                    \nmodify, extend or renew outstanding Options and authorize the grant of new\nOptions in substitution therefor, provided that any such action may not, without\nthe written consent of a Participant, impair any of such Participant's rights\nunder any Option previously granted.  Any outstanding ISO that is modified,\nextended, renewed or otherwise altered will be treated in accordance with\nSection 424(h) of the Code.  The Committee may reduce the Exercise Price of\noutstanding Options without the consent of Participants affected by a written\nnotice to them; provided, however, that the Exercise Price may not be reduced\n                --------  -------                                            \nbelow the minimum Exercise Price that would be permitted under Section 5.4 of\nthis Plan for Options granted on the date the action is taken to reduce the\nExercise Price.\n\n              5.10 No Disqualification.  Notwithstanding any other provision in\n                   -------------------                                         \nthis Plan, no term of this Plan relating to ISO will be interpreted, amended or\naltered, nor will any discretion or authority granted under this Plan be\nexercised, so as to disqualify this Plan under Section 422 of the Code or,\nwithout the consent of the Participant affected, to disqualify any ISO under\nSection 422 of the Code.\n\n         6.   RESTRICTED STOCK.  A Restricted Stock Award is an offer by the\n              ----------------                                              \nCompany to sell to an eligible person Shares that are subject to restrictions.\nThe Committee will determine to whom an offer will be made, the number of Shares\nthe person may purchase, the price to be paid (the 'Purchase Price'), the\nrestrictions to which the Shares will be subject, and all other terms and\nconditions of the Restricted Stock Award, subject to the following:\n\n              6.1  Form of Restricted Stock Award.  All purchases under a\n                   ------------------------------                        \nRestricted Stock Award made pursuant to this Plan will be evidenced by an Award\nAgreement ('Restricted Stock Purchase Agreement') that will be in such form\n(which need not be the same for each Participant) as the Committee will from\ntime to time approve, and will comply with and be subject to the terms and\nconditions of this Plan.  The offer of Restricted Stock will be accepted by the\nParticipant's execution and delivery of the Restricted Stock Purchase Agreement\nand full payment for the Shares to the Company within thirty (30) days from the\ndate the Restricted Stock Purchase Agreement is delivered to the person.  If\nsuch person does not execute and deliver the Restricted Stock Purchase\n\n                                      -4-\n\n \nAgreement along with full payment for the Shares to the Company within thirty\n(30) days, then the offer will terminate, unless otherwise determined by the\nCommittee.\n\n              6.2  Purchase Price.  The Purchase Price of Shares sold pursuant\n                   --------------                                             \nto a Restricted Stock Award will be determined by the Committee on the date the\nRestricted Stock Award is granted, except in the case of a sale to a Ten Percent\nStockholder, in which case the Purchase Price will be 100% of the Fair Market\nValue.  Payment of the Purchase Price may be made in accordance with Section 8\nof this Plan.\n\n              6.3  Terms of Restricted Stock Awards.  Restricted Stock Awards\n                   --------------------------------                          \nshall be subject to such restrictions as the Committee may impose.  These\nrestrictions may be based upon completion of a specified number of years of\nservice with the Company or upon completion of the performance goals as set out\nin advance in the Participant's individual Restricted Stock Purchase Agreement.\nRestricted Stock Awards may vary from Participant to Participant and between\ngroups of Participants.  Prior to the grant of a Restricted Stock Award, the\nCommittee shall:  (a) determine the nature, length and starting date of any\nPerformance Period for the Restricted Stock Award; (b) select from among the\nPerformance Factors to be used to measure performance goals, if any; and (c)\ndetermine the number of Shares that may be awarded to the Participant.  Prior to\nthe payment of any Restricted Stock Award, the Committee shall determine the\nextent to which such Restricted Stock Award has been earned.  Performance\nPeriods may overlap and Participants may participate simultaneously with respect\nto Restricted Stock Awards that are subject to different Performance Periods and\nhaving different performance goals and other criteria.\n\n              6.4  Termination During Performance Period.  If a Participant is\n                   -------------------------------------                      \nTerminated during a Performance Period for any reason, then such Participant\nwill be entitled to payment (whether in Shares, cash or otherwise) with respect\nto the Restricted Stock Award only to the extent earned as of the date of\nTermination in accordance with the Restricted Stock Purchase Agreement, unless\nthe Committee will determine otherwise.\n\n         7.   STOCK BONUSES.\n              ------------- \n\n              7.1  Awards of Stock Bonuses.  A Stock Bonus is an award of Shares\n                   -----------------------                                      \n(which may consist of Restricted Stock) for services rendered to the Company or\nany Parent or Subsidiary of the Company.  A Stock Bonus may be awarded for past\nservices already rendered to the Company, or any Parent or Subsidiary of the\nCompany pursuant to an Award Agreement (the 'Stock Bonus Agreement') that will\nbe in such form (which need not be the same for each Participant) as the\nCommittee will from time to time approve, and will comply with and be subject to\nthe terms and conditions of this Plan.  A Stock Bonus may be awarded upon\nsatisfaction of such performance goals as are set out in advance in the\nParticipant's individual Award Agreement (the 'Performance Stock Bonus\nAgreement') that will be in such form (which need not be the same for each\nParticipant) as the Committee will from time to time approve, and will comply\nwith and be subject to the terms and conditions of this Plan.  Stock Bonuses may\nvary from Participant to Participant and between groups of Participants, and may\nbe based upon the achievement of the Company, Parent or Subsidiary and\/or\nindividual performance factors or upon such other criteria as the Committee may\ndetermine.\n\n              7.2  Terms of Stock Bonuses.  The Committee will determine the\n                   ----------------------                                   \nnumber of Shares to be awarded to the Participant.  If the Stock Bonus is being\nearned upon the satisfaction of performance goals pursuant to a Performance\nStock Bonus Agreement, then the Committee will: (a)  determine the nature,\nlength and starting date of any Performance Period for each Stock Bonus; (b)\nselect from among the Performance Factors to be used to measure the performance,\nif any; and (c) determine the number of Shares that may be awarded to the\nParticipant.  Prior to the payment of any Stock Bonus, the Committee shall\ndetermine the extent to which such Stock Bonuses have been earned.  Performance\nPeriods may overlap and Participants may participate simultaneously with respect\nto Stock Bonuses that are subject to different Performance Periods and different\nperformance goals and other criteria.  The number of Shares may be fixed or may\nvary in accordance with such performance goals and criteria as may be determined\nby the Committee.  The Committee may adjust the performance goals applicable to\nthe Stock Bonuses to take into account changes in law and accounting or tax\nrules and to make such adjustments as the Committee deems necessary or\nappropriate to reflect the impact of extraordinary or unusual items, events or\ncircumstances to avoid windfalls or hardships.\n\n                                      -5-\n\n \n              7.3  Form of Payment.  The earned portion of a Stock Bonus may be\n                   ---------------                                             \npaid currently or on a deferred basis with such interest or dividend equivalent,\nif any, as the Committee may determine.  Payment may be made in the form of cash\nor whole Shares or a combination thereof, either in a lump sum payment or in\ninstallments, all as the Committee will determine.\n\n         8.   PAYMENT FOR SHARE PURCHASES.\n              --------------------------- \n\n              8.1  Payment.  Payment for Shares purchased pursuant to this Plan\n                   -------                                                     \nmay be made in cash (by check) or, where expressly approved for the Participant\nby the Committee and where permitted by law:\n\n         (a)  by cancellation of indebtedness of the Company to the Participant;\n\n         (b)  by surrender of shares that either:  (1) have been owned by\n              Participant for more than six (6) months and have been paid for\n              within the meaning of SEC Rule 144 (and, if such shares were\n              purchased from the Company by use of a promissory note, such note\n              has been fully paid with respect to such shares); or (2) were\n              obtained by Participant in the public market;\n\n         (c)  by tender of a full recourse promissory note having such terms as\n              may be approved by the Committee and bearing interest at a rate\n              sufficient to avoid imputation of income under Sections 483 and\n              1274 of the Code; provided, however, that Participants who are not\n                                --------  -------                               \n              employees or directors of the Company will not be entitled to\n              purchase Shares with a promissory note unless the note is\n              adequately secured by collateral other than the Shares;\n\n         (d)  by waiver of compensation due or accrued to the Participant for\n              services rendered;\n\n         (e)  with respect only to purchases upon exercise of an Option, and\n              provided that a public market for the Company's stock exists:\n\n              (1)  through a 'same day sale' commitment from the Participant and\n                   a broker-dealer that is a member of the National Association\n                   of Securities Dealers (an 'NASD Dealer') whereby the\n                   Participant irrevocably elects to exercise the Option and to\n                   sell a portion of the Shares so purchased to pay for the\n                   Exercise Price, and whereby the NASD Dealer irrevocably\n                   commits upon receipt of such Shares to forward the Exercise\n                   Price directly to the Company; or\n\n              (2)  through a 'margin' commitment from the Participant and a NASD\n                   Dealer whereby the Participant irrevocably elects to exercise\n                   the Option and to pledge the Shares so purchased to the NASD\n                   Dealer in a margin account as security for a loan from the\n                   NASD Dealer in the amount of the Exercise Price, and whereby\n                   the NASD Dealer irrevocably commits upon receipt of such\n                   Shares to forward the Exercise Price directly to the Company;\n                   or\n\n         (f)  by any combination of the foregoing.\n\n              8.2  Loan Guarantees.  The Committee may help the Participant pay\n                   ---------------                                             \nfor Shares purchased under this Plan by authorizing a guarantee by the Company\nof a third-party loan to the Participant.\n\n         9.   AUTOMATIC GRANTS TO OUTSIDE DIRECTORS.\n              ------------------------------------- \n\n              9.1  Types of Options and Shares.  Options granted under this Plan\n                   ---------------------------                                  \nand subject to this Section 9 shall be NQSOs.\n\n                                      -6-\n\n \ngranted only to Outside Directors and shall be NQSOs.\n\n              9.2 Initial and Annual Grants. Each Outside Director who was a\n                  -------------------------\nmember of the Board before the Effective Date will automatically be granted an\nOption for 15,000 Shares on the Effective Date and each Outside Director who\nfirst becomes a member of the Board on or after the Effective Date will\nautomatically be granted an Option for 15,000 Shares on the date such Outside\nDirector first becomes a member of the Board (in either case, an 'Initial\nGrant'). Immediately following each annual meeting of stockholders, all Outside\nDirectors will automatically be granted an Option for 7,500 Shares, provided the\nOutside Director is a member of the Board on such date and has served\ncontinuously as a member of the Board for a period of at least one year since\nthe date when such Outside Director first became a member of the Board (the\n'Annual Grant'). Notwithstanding anything in this Section 9.2 to the contrary,\nthe Board may make adjustments, in its discretion, to the number of shares to be\ngranted as either an Initial Grant or an Annual Grant pursuant to this Section\n9, provided that no Outside Director may receive more than 50,000 shares in any\ncalendar year pursuant to this Section 9.\n\n              9.3  Vesting.  Except as otherwise provided by the Board, each \n                   -------\nInitial Grant or Annual Grant, as the case may be, shall be 100% vested and \nexercisable as of the date of such Initial Grant or Annual Grant respectively.\n\n              9.4  Exercise Price.  The exercise price of an Initial Grant or an\n                   --------------\nAnnual Grant shall be the Fair Market Value of the Shares, on the date of such\nInitial Grant or Annual Grant.\n\n         10.  WITHHOLDING TAXES.\n              ----------------- \n\n              10.1 Withholding Generally.  Whenever Shares are to be issued in\n                   ---------------------                                      \nsatisfaction of Awards granted under this Plan, the Company may require the\nParticipant to remit to the Company an amount sufficient to satisfy federal,\nstate and local withholding tax requirements prior to the delivery of any\ncertificate or certificates for such Shares.  Whenever, under this Plan,\npayments in satisfaction of Awards are to be made in cash, such payment will be\nnet of an amount sufficient to satisfy federal, state, and local withholding tax\nrequirements.\n\n              10.2 Stock Withholding.  When, under applicable tax laws, a\n                   -----------------                                     \nParticipant incurs tax liability in connection with the exercise or vesting of\nany Award that is subject to tax withholding and the Participant is obligated to\npay the Company the amount required to be withheld, the Committee may in its\nsole discretion allow the Participant to satisfy the minimum withholding tax\nobligation by electing to have the Company withhold from the Shares to be issued\nthat number of Shares having a Fair Market Value equal to the minimum amount\nrequired to be withheld, determined on the date that the amount of tax to be\nwithheld is to be determined.  All elections by a Participant to have Shares\nwithheld for this purpose will be made in accordance with the requirements\nestablished by the Committee and be in writing in a form acceptable to the\nCommittee\n\n         11.  TRANSFERABILITY.\n              --------------- \n\n              11.1 Except as otherwise provided in this Section 11, Awards\ngranted under this Plan, and any interest therein, will not be transferable or\nassignable by Participant, and may not be made subject to execution, attachment\nor similar process, otherwise than by will or by the laws of descent and\ndistribution or as determined by the Committee and set forth in the Award\nAgreement with respect to Awards that are not ISOs.\n\n              11.2 All Awards other than NQSO's.  All Awards other than NQSO's\n                   -----------------------------                              \nshall be exercisable: (i) during the Participant's lifetime, only by (A) the\nParticipant, or (B) the Participant's guardian or legal representative; and (ii)\nafter Participant's death, by the legal representative of the Participant's\nheirs or legatees.\n\n              11.3 NQSOs.  Unless otherwise restricted by the Committee, an NQSO\n                   -----                                                        \nshall be exercisable: (i) during the Participant's lifetime only by (A) the\nParticipant, (B) the Participant's guardian or legal representative, (C) a\nFamily Member of the Participant who has acquired the NQSO by 'permitted\ntransfer;' and (ii) after Participant's death, by the legal representative of\nthe Participant's heirs or legatees.  'Permitted transfer' means, as authorized\nby this Plan and the Committee in an NQSO, any transfer effected by the\nParticipant during\n\n                                      -7-\n\n \nthe Participant's lifetime of an interest in such NQSO but only such transfers\nwhich are by gift or domestic relations order. A permitted transfer does not\ninclude any transfer for value and neither of the following are transfers for\nvalue: (a) a transfer of under a domestic relations order in settlement of\nmarital property rights or (b) a transfer to an entity in which more than fifty\npercent of the voting interests are owned by Family Members or the Participant\nin exchange for an interest in that entity.\n\n         12.  PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.\n              ----------------------------------------------------- \n\n              12.1 Voting and Dividends.  No Participant will have any of the\n                   --------------------                                      \nrights of a stockholder with respect to any Shares until the Shares are issued\nto the Participant.  After Shares are issued to the Participant, the Participant\nwill be a stockholder and have all the rights of a stockholder with respect to\nsuch Shares, including the right to vote and receive all dividends or other\ndistributions made or paid with respect to such Shares; provided, that if such\n                                                        --------              \nShares are Restricted Stock, then any new, additional or different securities\nthe Participant may become entitled to receive with respect to such Shares by\nvirtue of a stock dividend, stock split or any other change in the corporate or\ncapital structure of the Company will be subject to the same restrictions as the\nRestricted Stock; provided, further, that the Participant will have no right to\n                  --------  -------                                            \nretain such stock dividends or stock distributions with respect to Shares that\nare repurchased at the Participant's Purchase Price or Exercise Price pursuant\nto Section 12.\n\n              12.2 Financial Statements.  The Company will provide financial\n                   --------------------                                     \nstatements to each Participant prior to such Participant's purchase of Shares\nunder this Plan, and to each Participant annually during the period such\nParticipant has Awards outstanding; provided, however, the Company will not be\n                                    --------  -------                         \nrequired to provide such financial statements to Participants whose services in\nconnection with the Company assure them access to equivalent information.\n\n              12.3 Restrictions on Shares.  At the discretion of the Committee,\n                   ----------------------                                      \nthe Company may reserve to itself and\/or its assignee(s) in the Award Agreement\na right to repurchase a portion of or all Unvested Shares held by a Participant\nfollowing such Participant's Termination at any time within ninety (90) days\nafter the later of Participant's Termination Date and the date Participant\npurchases Shares under this Plan, for cash and\/or cancellation of purchase money\nindebtedness, at the Participant's Exercise Price or Purchase Price, as the case\nmay be.\n\n         13.  CERTIFICATES.  All certificates for Shares or other securities\n              ------------                                                  \ndelivered under this Plan will be subject to such stock transfer orders, legends\nand other restrictions as the Committee may deem necessary or advisable,\nincluding restrictions under any applicable federal, state or foreign securities\nlaw, or any rules, regulations and other requirements of the SEC or any stock\nexchange or automated quotation system upon which the Shares may be listed or\nquoted.\n\n         14.  ESCROW; PLEDGE OF SHARES.  To enforce any restrictions on a\n              ------------------------                                   \nParticipant's Shares, the Committee may require the Participant to deposit all\ncertificates representing Shares, together with stock powers or other\ninstruments of transfer approved by the Committee, appropriately endorsed in\nblank, with the Company or an agent designated by the Company to hold in escrow\nuntil such restrictions have lapsed or terminated, and the Committee may cause a\nlegend or legends referencing such restrictions to be placed on the\ncertificates.  Any Participant who is permitted to execute a promissory note as\npartial or full consideration for the purchase of Shares under this Plan will be\nrequired to pledge and deposit with the Company all or part of the Shares so\npurchased as collateral to secure the payment of Participant's obligation to the\nCompany under the promissory note; provided, however, that the Committee may\n                                   --------  -------                        \nrequire or accept other or additional forms of collateral to secure the payment\nof such obligation and, in any event, the Company will have full recourse\nagainst the Participant under the promissory note notwithstanding any pledge of\nthe Participant's Shares or other collateral.  In connection with any pledge of\nthe Shares, Participant will be required to execute and deliver a written pledge\nagreement in such form as the Committee will from time to time approve.  The\nShares purchased with the promissory note may be released from the pledge on a\npro rata basis as the promissory note is paid.\n\n                                      -8-\n\n \n         15.  EXCHANGE AND BUYOUT OF AWARDS.  The Committee may, at any time or\n              -----------------------------                                    \nfrom time to time, authorize the Company, with the consent of the respective\nParticipants, to issue new Awards in exchange for the surrender and cancellation\nof any or all outstanding Awards.  The Committee may at any time buy from a\nParticipant an Award previously granted with payment in cash, Shares (including\nRestricted Stock) or other consideration, based on such terms and conditions as\nthe Committee and the Participant may agree.\n\n         16.  SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.  An Award will not\n              ----------------------------------------------                    \nbe effective unless such Award is in compliance with all applicable federal and\nstate securities laws, rules and regulations of any governmental body, and the\nrequirements of any stock exchange or automated quotation system upon which the\nShares may then be listed or quoted, as they are in effect on the date of grant\nof the Award and also on the date of exercise or other issuance.\nNotwithstanding any other provision in this Plan, the Company will have no\nobligation to issue or deliver certificates for Shares under this Plan prior to:\n(a) obtaining any approvals from governmental agencies that the Company\ndetermines are necessary or advisable; and\/or (b) completion of any registration\nor other qualification of such Shares under any state or federal law or ruling\nof any governmental body that the Company determines to be necessary or\nadvisable.  The Company will be under no obligation to register the Shares with\nthe SEC or to effect compliance with the registration, qualification or listing\nrequirements of any state securities laws, stock exchange or automated quotation\nsystem, and the Company will have no liability for any inability or failure to\ndo so.\n\n         17.  NO OBLIGATION TO EMPLOY.  Nothing in this Plan or any Award\n              -----------------------                                    \ngranted under this Plan will confer or be deemed to confer on any Participant\nany right to continue in the employ of, or to continue any other relationship\nwith, the Company or any Parent or Subsidiary of the Company or limit in any way\nthe right of the Company or any Parent or Subsidiary of the Company to terminate\nParticipant's employment or other relationship at any time, with or without\ncause.\n\n         18.  CORPORATE TRANSACTIONS.\n              ---------------------- \n\n              18.1 Assumption or Replacement of Awards by Successor.  In the\n                   ------------------------------------------------         \nevent of (a) a dissolution or liquidation of the Company, (b) a merger or\nconsolidation in which the Company is not the surviving corporation (other than\na merger or consolidation with a wholly-owned subsidiary, a reincorporation of\nthe Company in a different jurisdiction, or other transaction in which there is\nno substantial change in the stockholders of the Company or their relative stock\nholdings and the Awards granted under this Plan are assumed, converted or\nreplaced by the successor corporation, which assumption will be binding on all\nParticipants), (c) a merger in which the Company is the surviving corporation\nbut after which the stockholders of the Company immediately prior to such merger\n(other than any stockholder that merges, or which owns or controls another\ncorporation that merges, with the Company in such merger) cease to own their\nshares or other equity interest in the Company, (d) the sale of substantially\nall of the assets of the Company, or (e) the acquisition, sale, or transfer of\nmore than 50% of the outstanding shares of the Company by tender offer or\nsimilar transaction, any or all outstanding Awards may be assumed, converted or\nreplaced by the successor corporation (if any), which assumption, conversion or\nreplacement will be binding on all Participants.  In the alternative, the\nsuccessor corporation may substitute equivalent Awards or provide substantially\nsimilar consideration to Participants as was provided to stockholders (after\ntaking into account the existing provisions of the Awards).  The successor\ncorporation may also issue, in place of outstanding Shares of the Company held\nby the Participants, substantially similar shares or other property subject to\nrepurchase restrictions no less favorable to the Participant.  In the event such\nsuccessor corporation (if any) refuses to assume or substitute Awards, as\nprovided above, pursuant to a transaction described in this Subsection 18.1,\nsuch Awards will expire on such transaction at such time and on such conditions\nas the Committee will determine.  Notwithstanding anything in this Plan to the\ncontrary, the Committee may, in its sole discretion, provide that the vesting of\nany or all Awards granted pursuant to this Plan will accelerate upon a\ntransaction described in this Section 18.  If the Committee exercises such\ndiscretion with respect to Options, such Options will become exercisable in full\nprior to the consummation of such event at such time and on such conditions as\nthe Committee determines, and if such Options are not exercised prior to the\nconsummation of the corporate transaction, they shall terminate at such time as\ndetermined by the Committee.\n\n                                      -9-\n\n \n              18.2 Other Treatment of Awards.  Subject to any greater rights\n                   -------------------------                                \ngranted to Participants under the foregoing provisions of this Section 18, in\nthe event of the occurrence of any transaction described in Section 18.1, any\noutstanding Awards will be treated as provided in the applicable agreement or\nplan of merger, consolidation, dissolution, liquidation, or sale of assets.\n\n              18.3 Assumption of Awards by the Company.  The Company, from time\n                   -----------------------------------                         \nto time, also may substitute or assume outstanding awards granted by another\ncompany, whether in connection with an acquisition of such other company or\notherwise, by either; (a) granting an Award under this Plan in substitution of\nsuch other company's award; or (b) assuming such award as if it had been granted\nunder this Plan if the terms of such assumed award could be applied to an Award\ngranted under this Plan.  Such substitution or assumption will be permissible if\nthe holder of the substituted or assumed award would have been eligible to be\ngranted an Award under this Plan if the other company had applied the rules of\nthis Plan to such grant.  In the event the Company assumes an award granted by\nanother company, the terms and conditions of such award will remain unchanged\n(except that the exercise price and the number and nature of Shares issuable\n-------                                                                     \nupon exercise of any such option will be adjusted appropriately pursuant to\nSection 424(a) of the Code).  In the event the Company elects to grant a new\nOption rather than assuming an existing option, such new Option may be granted\nwith a similarly adjusted Exercise Price.\n\n         19.  ADOPTION AND STOCKHOLDER APPROVAL.  This Plan will become\n              ---------------------------------                        \neffective on the date on which the registration statement filed by the Company\nwith the SEC under the Securities Act registering the initial public offering of\nthe Company's Common Stock is declared effective by the SEC (the 'Effective\nDate').  This Plan shall be approved by the stockholders of the Company\n(excluding Shares issued pursuant to this Plan), consistent with applicable\nlaws, within twelve (12) months before or after the date this Plan is adopted by\nthe Board.  Upon the Effective Date, the Committee may grant Awards pursuant to\nthis Plan; provided, however, that: (a) no Option may be exercised prior to\n           --------  -------                                               \ninitial stockholder approval of this Plan; (b) no Option granted pursuant to an\nincrease in the number of Shares subject to this Plan approved by the Board will\nbe exercised prior to the time such increase has been approved by the\nstockholders of the Company; (c) in the event that initial stockholder approval\nis not obtained within the time period provided herein, all Awards granted\nhereunder shall be cancelled, any Shares issued pursuant to any Awards shall be\ncancelled and any purchase of Shares issued hereunder shall be rescinded; and\n(d) in the event that stockholder approval of such increase is not obtained\nwithin the time period provided herein, all Awards granted pursuant to such\nincrease will be cancelled, any Shares issued pursuant to any Award granted\npursuant to such increase will be cancelled, and any purchase of Shares pursuant\nto such increase will be rescinded.\n\n         20.  TERM OF PLAN\/GOVERNING LAW.  Unless earlier terminated as provided\n              --------------------------                                        \nherein, this Plan will terminate ten (10) years from the date this Plan is\nadopted by the Board or, if earlier, the date of stockholder approval.  This\nPlan and all agreements thereunder shall be governed by and construed in\naccordance with the laws of the State of California.\n\n         21.  AMENDMENT OR TERMINATION OF PLAN.  The Board may at any time\n              --------------------------------                            \nterminate or amend this Plan in any respect, including without limitation\namendment of any form of Award Agreement or instrument to be executed pursuant\nto this Plan; provided, however, that the Board will not, without the approval\n              --------  -------                                               \nof the stockholders of the Company, amend this Plan in any manner that requires\nsuch stockholder approval.\n\n         22.  NONEXCLUSIVITY OF THE PLAN.  Neither the adoption of this Plan by\n              --------------------------                                       \nthe Board, the submission of this Plan to the stockholders of the Company for\napproval, nor any provision of this Plan will be construed as creating any\nlimitations on the power of the Board to adopt such additional compensation\narrangements as it may deem desirable, including, without limitation, the\ngranting of stock options and bonuses otherwise than under this Plan, and such\narrangements may be either generally applicable or applicable only in specific\ncases.\n\n         23.  DEFINITIONS.  As used in this Plan, the following terms will have\n              -----------                                                      \nthe following meanings:\n\n                                      -10-\n\n \n              'Award' means any award under this Plan, including any Option,\nRestricted Stock or Stock Bonus.\n\n              'Award Agreement' means, with respect to each Award, the signed\nwritten agreement between the Company and the Participant setting forth the\nterms and conditions of the Award.\n\n              'Board' means the Board of Directors of the Company.\n\n              'Cause' means the commission of an act of theft, embezzlement,\nfraud, dishonesty or a breach of fiduciary duty to the Company or a Parent or\nSubsidiary of the Company.\n\n              'Code' means the Internal Revenue Code of 1986, as amended.\n\n              'Committee' means the Compensation Committee of the Board.\n\n              'Company' means homestore.com, Inc. or any successor corporation.\n\n              'Disability' means a disability, whether temporary or permanent,\npartial or total, as determined by the Committee. For ISO purposes, 'Disability'\nmeans a disability within the meaning of Code Section 22(e)(3).\n\n              'Exchange Act' means the Securities Exchange Act of 1934, as\namended.\n\n              'Exercise Price' means the price at which a holder of an Option\nmay purchase the Shares issuable upon exercise of the Option.\n\n              'Fair Market Value' means, as of any date, the value of a share of\nthe Company's  Common Stock determined as follows:\n\n         (a)  if such Common Stock is then quoted on the Nasdaq National Market,\n              its closing price on the Nasdaq National Market on the date of\n              determination as reported in The Wall Street Journal;\n                                           ----------------------- \n\n         (b)  if such Common Stock is publicly traded and is then listed on a\n              national securities exchange, its closing price on the date of\n              determination on the principal national securities exchange on\n              which the Common Stock is listed or admitted to trading as\n              reported in The Wall Street Journal;\n                          ----------------------- \n\n         (c)  if such Common Stock is publicly traded but is not quoted on the\n              Nasdaq National Market nor listed or admitted to trading on a\n              national securities exchange, the average of the closing bid and\n              asked prices on the date of determination as reported in The Wall\n                                                                       --------\n              Street Journal;\n              -------------- \n\n         (d)  in the case of an Award made on the Effective Date, the price per\n              share at which shares of the Company's Common Stock are initially\n              offered for sale to the public by the Company's underwriters in\n              the initial public offering of the Company's Common Stock pursuant\n              to a registration statement filed with the SEC under the\n              Securities Act;  or\n\n         (d)  if none of the foregoing is applicable, by the Committee in good\n              faith.\n\n              'Family Member' includes any of the following:\n\n                                      -11-\n\n \n         (a)  child, stepchild, grandchild, parent, stepparent, grandparent,\n              spouse, former spouse, sibling, niece, nephew, mother-in-law,\n              father-in-law, son-in-law, daughter-in-law, brother-in-law, or\n              sister-in-law of the Participant, including any such person with\n              such relationship to the Participant by adoption;\n\n         (b)  any person (other than a tenant or employee) sharing the\n              Participant's household;\n\n         (c)  a trust in which the persons in (a) and (b) have more than fifty\n              percent of the beneficial interest;\n\n         (d)  a foundation in which the persons in (a) and (b) or the\n              Participant control the management of assets; or\n\n         (e)  any other entity in which the persons in (a) and (b) or the\n              Participant own more than fifty percent of the voting interest.\n\n              'Insider' means an officer or director of the Company or any other\nperson whose transactions in the Company's Common Stock are subject to Section\n16 of the Exchange Act.\n\n              'Option' means an award of an option to purchase Shares pursuant\nto Section 5.\n\n              'Outside Director' means a member of the Board who is not an\nemployee of the Company or any Parent, Subsidiary or Affiliate of the Company.\n\n              'Parent' means any corporation (other than the Company) in an\nunbroken chain of corporations ending with the Company if each of such\ncorporations other than the Company owns stock possessing 50% or more of the\ntotal combined voting power of all classes of stock in one of the other\ncorporations in such chain.\n\n              'Participant' means a person who receives an Award under this\nPlan.\n\n              'Performance Factors' means the factors selected by the Committee\nfrom among the following measures to determine whether the performance goals\nestablished by the Committee and applicable to Awards have been satisfied:\n\n              (a) Net revenue and\/or net revenue growth;\n\n              (b) Earnings before income taxes and amortization and\/or earnings\n                  before income taxes and amortization growth;\n\n              (c) Operating income and\/or operating income growth;\n\n              (d) Net income and\/or net income growth;\n\n              (e) Earnings per share and\/or earnings per share growth;\n\n              (f) Total stockholder return and\/or total stockholder return\n                  growth;\n\n              (g) Return on equity;\n\n              (h) Operating cash flow return on income;\n\n              (i) Adjusted operating cash flow return on income;\n\n                                      -12-\n\n \n              (j) Economic value added; and\n\n              (k) Individual confidential business objectives.\n\n              'Performance Period' means the period of service determined by the\nCommittee, not to exceed five years, during which years of service or\nperformance is to be measured for Restricted Stock Awards or Stock Bonuses.\n\n              'Plan' means this homestore.com, Inc. 1999 Stock Incentive Plan,\nas amended from time to time.\n\n              'Restricted Stock Award' means an award of Shares pursuant to\nSection 6.\n\n              'SEC' means the Securities and Exchange Commission.\n\n              'Securities Act' means the Securities Act of 1933, as amended.\n\n              'Shares' means shares of the Company's Common Stock reserved for\nissuance under this Plan, as adjusted pursuant to Sections 2 and 18, and any\nsuccessor security.\n\n              'Stock Bonus' means an award of Shares, or cash in lieu of Shares,\npursuant to Section 7.\n\n              'Subsidiary' means any corporation (other than the Company) in an\nunbroken chain of corporations beginning with the Company if each of the\ncorporations other than the last corporation in the unbroken chain owns stock\npossessing 50% or more of the total combined voting power of all classes of\nstock in one of the other corporations in such chain.\n\n              'Termination' or 'Terminated' means, for purposes of this Plan\nwith respect to a Participant, that the Participant has for any reason ceased to\nprovide services as an employee, officer, director, consultant, independent\ncontractor, or advisor to the Company or a Parent or Subsidiary of the Company.\nAn employee will not be deemed to have ceased to provide services in the case of\n(i) sick leave, (ii) military leave, or (iii) any other leave of absence\napproved by the Committee, provided, that such leave is for a period of not more\nthan 90 days, unless reemployment upon the expiration of such leave is\nguaranteed by contract or statute or unless provided otherwise pursuant to\nformal policy adopted from time to time by the Company and issued and\npromulgated to employees in writing. In the case of any employee on an approved\nleave of absence, the Committee may make such provisions respecting suspension\nof vesting of the Award while on leave from the employ of the Company or a\nSubsidiary as it may deem appropriate, except that in no event may an Option be\nexercised after the expiration of the term set forth in the Option agreement.\nThe Committee will have sole discretion to determine whether a Participant has\nceased to provide services and the effective date on which the Participant\nceased to provide services (the 'Termination Date').\n\n              'Unvested Shares' means 'Unvested Shares' as defined in the Award\nAgreement.\n\n              'Vested Shares' means 'Vested Shares' as defined in the Award\nAgreement.\n\n                                      -13-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7788],"corporate_contracts_industries":[9486],"corporate_contracts_types":[9539,9546],"class_list":["post-38361","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-homestorecom-inc","corporate_contracts_industries-real__agents","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38361","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38361"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38361"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38361"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38361"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}