Exhibit 10.1


 


AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENT


BETWEEN DOUGLAS R. LEBDA AND TREE.COM, INC.


 


March 26, 2009


 


This
Amendment No. 2 to that certain Employment Agreement, dated as of January 7,
2008 between Douglas R. Lebda (“Employee”)
and Tree.com, Inc. (as successor by assignment to IAC/InterActiveCorp) (the “Company”), as subsequently amended by
Amendment No.1 dated August 15, 2008 (“Amendment
No. 1”) (collectively, the “Agreement”),
is effective as of February 17, 2009 unless otherwise indicated.  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, Employee 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.                                   Base Pay Adjustment: 
Effective April 3, 2009, Section 3A(a) of the Agreement is hereby
deleted and replaced in its entirety with the following:


 


3A.          COMPENSATION.


(a)           BASE
SALARY.  During the Term, the Company
shall pay Employee an annual base salary of $550,000 (the “Base Salary”), payable in equal biweekly
installments or in such other installments as may be in accordance with the
Company’s payroll practice as in effect from time to time.  The Base Salary shall be reviewed by the
Company, if requested by Employee in writing, no less frequently than annually
in a manner consistent with similarly situated executives of the Company and
may be increased but not decreased.  For
all purposes under this Agreement, the term “Base Salary” shall refer to the
Base Salary as in effect from time to time.


 


B.                                     Relocation:  Section 3A(d)(iii)
of the Agreement is hereby deleted and replaced in its entirety with the
following:


 


Payment of and/or Reimbursement for Certain Relocation Expenses.  The
Company shall pay on Employee’s behalf (or reimburse Employee for) actual,
reasonable and documented expenses relating to his relocation to Charlotte,
North Carolina, if such occurs, on the same basis as similarly situated
employees and in accordance with Company policy (the “Relocation Expenses”). 
As required by Company policy and as a condition to the payment of
and/or reimbursement for the Relocation Expenses, Employee agrees to repay the
Company for 100%, 75%, 50% and 25% of such expenses upon a termination of
Employee’s employment for Cause (as defined in Section 1(c) of the Standard
Terms and Conditions) or if 


 

















 


Employee
voluntarily terminates his employment with the Company (except for Good Reason
as defined in accordance with the provisions of Section 1(d) of the Standard
Terms and Conditions or termination pursuant to Section 1(g) of the Standard
Terms and Conditions) during months 0 through 4, 5 through 9, 10 through 14 and
15 through 18, respectively, of the Term.


 


C.                                     Equity Awards


1.               Effective March 26, 2009 (the “Grant Date”), Employee shall be granted
one hundred seventy-five thousand (175,000) shares of Tree.com restricted
common stock, vesting in four equal installments on the first, second, third,
and fourth anniversary of February 17, 2009, and with voting rights being
conferred on the respective vesting dates.


2.               In addition, subject to receipt of shareholder approval
on or about April 28, 2009 and Employee’s employment on such date, Employee
shall be granted one hundred seventy-five thousand (175,000) shares of Tree.com
restricted common stock, vesting in four equal installments on the first,
second, third, and fourth anniversary of February 17, 2009, and with voting
rights being conferred on the respective vesting dates.


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


4.               For purposes of the vesting provisions set forth in
Section 1(d) of the Standard Terms and Conditions, the restricted stock granted
under this paragraph C shall be considered “LT Restricted Stock.”


 


D.                                    Bonus:  Section 3A(b)
of the Agreement is hereby deleted and replaced in its entirety with the
following:


 


DISCRETIONARY
BONUS:  During the Term, Employee shall be eligible
to receive discretionary annual bonuses in a manner consistent with similarly
situated executives of the Company.  The
Board of Directors, in consultation with Employee, shall establish
performance-based metrics for determining the amount of the bonus paid to
Employee, which metrics shall be consistent with those established for
similarly situated executives of the Company.


 


E.                                     Except as explicitly set forth herein,
the remaining provisions of the Agreement will remain in full force and effect.


 

















 


IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of the date first
set forth above.


 


 


	
   

  	
  /s/ Douglas R. Lebda

  
	
   

  	
  Douglas R. Lebda

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TREE.COM, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Claudette Hampton

  
	
   

  	
  By: Claudette Hampton

  
	
   

  	
  Senior Vice President –
  Human Resources