Form of Option Agreement Granted To Coo, Cfo And General Counsel

Exhibit 10.3


HOUSEVALUES, INC.

STOCK OPTION GRANT NOTICE

2004 EQUITY INCENTIVE PLAN


HouseValues, Inc. (the " Company" ) hereby grants to Participant an Option (the " Option" ) to purchase shares of the Company' s Common Stock. The Option is subject to all the terms and conditions set forth in this Stock Option Grant Notice (this " Grant Notice" ) and in the Stock Option Agreement and the Company' s 2004 Equity Incentive Plan (the " Plan" ), which are attached to and incorporated into this Grant Notice in their entirety.

Participant: _________________________ Grant Date: _________________________ Vesting Commencement Date: _________________________ Number of Shares Subject to Option: _________________________ Exercise Price (per Share): _________________________ Option Expiration Date: _________________________ (subject to earlier termination in accordance with the terms of the Plan and the Stock Option Agreement) Type of Option:

a8 Incentive Stock Option* a8 Nonqualified Stock Option


Vesting and Exercisability Schedule:


Additional Terms/Acknowledgement : By clicking ' Accept' below, I understand and agree to, this Grant Notice, the Stock Option Agreement, the Plan summary, and the plan. I further acknowledge that as of the Grant Date, the forgoing documents set forth the entire understanding between me and the Company regarding the Option and supersede all prior oral and written agreements on the subject. * See Sections 3 and 4 of the Stock Option Agreement.

HOUSEVALUES, INC.

2004 EQUITY INCENTIVE PLAN


STOCK OPTION AGREEMENT


Pursuant to your Stock Option Grant Notice (the " Grant Notice" ) and this Stock Option Agreement, HouseValues, Inc. has granted you an Option under its 2004 Equity Incentive Plan (the " Plan" ) to purchase the number of shares of the Company' s Common Stock indicated in your Grant Notice (the " Shares" ) at the exercise price indicated in your Grant Notice. Capitalized terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.


The details of the Option are as follows:


1. Vesting and Exercisability . Subject to the limitations contained herein, the Option will vest and become exercisable as provided in your Grant Notice, provided that vesting will cease upon the termination of your employment or service relationship with the Company or a Related Company and the unvested portion of the Option will terminate.


2. Securities Law Compliance . Notwithstanding any other provision of this Agreement, you may not exercise the Option unless the Shares issuable upon exercise are registered under the Securities Act or, if such Shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of the Option must also comply with other applicable laws and regulations governing the Option, and you may not exercise the Option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

3. Incentive Stock Option Qualification . If so designated in your Grant Notice, all or a portion of the Option is intended to qualify as an Incentive Stock Option under federal income tax law, but the Company does not represent or guarantee that the Option qualifies as such.

If the Option has been designated as an Incentive Stock Option and the aggregate Fair Market Value (determined as of the grant date) of the shares of Common Stock subject to the portions of the Option and all other Incentive Stock Options you hold that first become exercisable during any calendar year exceeds $100,000, any excess portion will be treated as a ...