Exhibit 10.3


 


AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT


BETWEEN MATT PACKEY AND TREE.COM, INC.


 


March 26, 2009


 


This
Amendment No. 1 (this “Amendment”) to that certain Employment Agreement,
dated as of August 3, 2008 (the “Agreement”), between Matt Packey (“Executive”)
and Tree.com, Inc. (as successor by assignment to LendingTree, LLC) (the “Company”),
is effective as of March 26, 2009. 
All capitalized terms used herein without definition shall have the
meanings given to them in the Agreement.


 


WHEREAS, subject
to the terms and conditions set forth herein, Executive and the Company wish to
make certain amendments to the Agreement.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:


 


A.                                   Effective April 3, 2009, Section 3
of the Agreement is hereby deleted and replaced in its entirety with the
following:


 


3.                                       COMPENSATION.


(a)                                  BASE SALARY.  During the period that Executive is employed
with the Company hereunder, the Company shall pay Executive an annual base
salary of $250,000 (the “Base Salary”), payable in equal biweekly installments
(or, if different, in accordance with the Company’s payroll practice as in
effect from time to time), or such higher salary as shall be agreed to in
writing by Executive and the Company from time to time.  For all purposes under this Agreement, the
term “Base Salary” shall refer to the Base Salary as in effect from time to
time.


 


B.                                     Equity Awards


1.               Effective March 26,
2009, Executive shall be granted (a) five thousand (5,000) Tree.com
Restricted Stock Units (“RSUs”), vesting in one installment on February 17th, 2011; and (b) six
thousand two hundred fifty (6,250) Tree.com RSUs, vesting in four equal
installments on the 17th of February of each of 2010, 2011, 2012,
and 2013.


2.               In addition, subject to
receipt of shareholder approval on or about April 28, 2009 and Executive’s
employment on such date, Executive shall be granted (a) five thousand
(5,000) Tree.com RSUs, vesting in one installment on February 17th, 2011; and (b) six
thousand two hundred fifty (6,250) Tree.com RSUs, vesting in four equal
installments on the 17th of February of each of 2010, 2011, 2012,
and 2013.


3.               Such grants shall be
governed by and subject to the terms of the Tree.com, Inc. Annual Stock
and Incentive Plan (the “Plan”), as amended from time to time.


4.               In the event that Executive’s
employment hereunder is terminated by the Company or the Company commits a
material breach of this Agreement prior to the expiration of 


 

















 


the Term for any reason
other than Executive’s death or Disability or for Cause, all unvested RSUs
granted under this paragraph B shall immediately vest upon the date of such
termination or breach.  This paragraph
shall be construed to providing additional vesting rights to Executive beyond
those conferred in the Plan and the related Award agreement, and nothing in
this Agreement shall reduce any vesting rights otherwise conferred to Executive
under the Plan or Award agreement.


 


C.                                     Except as explicitly
set forth herein, the Agreement will remain in full force and effect.


 


IN WITNESS WHEREOF, the parties have executed this Amendment as
of the date first set forth above.


 


 


	
   

  	
  /s/ Matthew A. Packey

  
	
   

  	
  Matthew A. Packey

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TREE.COM, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Doug Lebda

  
	
   

  	
  By: Doug Lebda

  
	
   

  	
  Chairman & Chief
  Executive Officer