Exhibit 10.2


 


AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT


BETWEEN ROBERT L. HARRIS AND TREE.COM, INC.


 


March 26, 2009


 


This
Amendment No. 1 (this “Amendment”) to that certain Employment Agreement,
dated as of June 30, 2008 (the “Agreement”), between Robert L. Harris (“Employee”)
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, 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.                                   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 $275,000 (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, Employee shall be granted (a) five thousand (5,000) Tree.com
Restricted Stock Units (“RSUs”), vesting in one installment on February 17th, 2011; and (b) seven
thousand five hundred (7,500) 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 Employee’s
employment on such date, Employee shall be granted (a) five thousand
(5,000) Tree.com RSUs, vesting in one installment on February 17th, 2011; and (b) seven
thousand five hundred (7,500) 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”).


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, any 


 

















 


unvested RSUs granted under
this paragraph B that are scheduled to vest during the Severance Period shall
vest immediately upon 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
the 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/ Robert L. Harris

  
	
   

  	
   

  	
  Robert L. Harris

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TREE.COM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Claudette Hampton

  
	
   

  	
   

  	
  By: Claudette Hampton

  
	
   

  	
   

  	
  Senior Vice President —
  Human Resources