Exhibit 10.3


 


AMENDMENT NO. 3 TO THE EMPLOYMENT AGREEMENT


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


 


May 10, 2010


 


This
Amendment No. 3 to that certain Employment Agreement, dated as of January 7,
2008 between Douglas R. Lebda (“Employee”) and
Tree.com (as successor by assignment to IAC/InterActiveCorp) (the “Company”), as subsequently amended by Amendment No. 1,
dated August 15, 2008 (“Amendment No. 1”)
and Amendment No. 2, dated March 20, 2009 (“Amendment No. 2”)
(collectively, the “Agreement”), is
effective as of February 25, 2010, 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 to provide Employee with enhanced severance in the event that his
employment terminates under certain circumstances following a change in control
of the Company;


 


WHEREAS, Employee and the Company also wish to make certain
clarifications to the timing upon which Employee may receive such severance
payments consistent with recent guidance set forth in applicable Internal
Revenue Service guidance: and


 


WHEREAS, Employee’s right to receive severance payments is
subject to a substantial risk of forfeiture within the meaning of Section 409A
of the Internal Revenue Code of 1986, as amended.


 


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


 


1.             Section 1A of the
Agreement is hereby amended by adding the following sentence as a separate
paragraph to the end thereof:


 


“Notwithstanding
the foregoing, effective as of the LT Spin-Off (as defined below), the term LendingTree
shall mean the Company.”


 


2.             Section 3A(c) of
the Agreement is hereby amended by adding a new subsection (iv) to the end
thereof:


 


“(iv)        Notwithstanding the foregoing and
anything to the contrary in this Agreement or any other agreement pursuant to
which Employee has received or shall receive in the future awards of equity
from the Company, to the extent not vested in such equity awards, Employee
shall become immediately 100% vested in such equity awards upon the occurrence
of a “Change in Control” (as such term is defined by Section 1(h) of
the Standard Terms and Conditions to the Agreement) and in the case of
restricted stock awards, such underlying shares shall become immediately
nonforfeitable and transferable.”


 

















 


3.             Section 1(d) of
the Standard Terms and Conditions of the Agreement is hereby deleted and
replaced in its entirety as follows:


 


“(d)         TERMINATION BY THE COMPANY OTHER
THAN FOR DEATH, DISABILITY OR CAUSE; RESIGNATION BY EMPLOYEE FOR GOOD REASON.  Upon termination of Employee’s employment
with LendingTree prior to expiration of the Term (i) by the Company
without Cause (other than for death or Disability) or (ii) upon Employee’s
resignation for Good Reason (either such termination, a “Qualifying
Termination”), the Company shall pay Employee the amounts described in clauses (A) and
(B) on the 60th day following Employee’s termination (the
“Payment Date”) and take the actions described in clauses (C) and (D);
provided that, payment of the amount described in clause (A) and the
actions described in clauses (C) and (D) shall be conditioned on
Employee’s execution and non-revocation before the Payment Date of a general
release of the Company and its affiliates substantially in the form attached
hereto as Exhibit A, on and Employee’s compliance with Sections 2(a) through
2(e):


 


(A) Employee’s Base
Salary, payable over the period commencing on the Payment Date and ending on
the date that is the earlier of (i) the last day of the Term or (ii) three
(3) years from the date of termination (the “Salary Continuation Period”)
and paid in accordance with the Company’s normal payroll practices in effect at
the time of Employee’s termination;


 


(B) a
lump sum cash payment equal to any Accrued Obligations;


 


(C) the
vesting of all IAC restricted stock units held by Employee on the Effective
Date shall be accelerated in full; and


 


(D) to
the extent previously granted, the Company shall vest in full the LT Restricted
Stock and the LT Options on the termination date and such options shall remain
exercisable for a period of twelve months from the date of such termination.


 


Notwithstanding
the foregoing, in no event shall Employee’s resignation be for Good Reason
unless (x) an event or circumstance set forth in any of clauses (i) through
(iv) of the definition thereof shall have occurred and Employee provides
the Company with written notice thereof within forty-five (45) days after
Employee has knowledge of the occurrence or existence of such event or
circumstance, which notice specifically identifies the event or circumstance that
Employee believes constitutes Good Reason, (y) the Company fails to
correct the circumstance or event so identified within thirty (30) days after
the receipt of such notice, and (z) Employee resigns within ninety (90)
days after the date of delivery of the notice referred to in clause (x) above.”


 


4.             Section 1 of the
Standard Terms and Conditions of the Agreement is hereby amended by adding a
new subsection (h) to the end thereof:


 


“(h)         QUALIFYING TERMINATION
WITHIN ONE YEAR FOLLOWING CHANGE IN CONTROL.  If Employee experiences a Qualifying
Termination within the one-year period following a Change in Control (as
defined below), the Company shall pay Employee the amounts described in clauses
(A) and (B) on the 60th day following
Employee’s termination (the “Payment Date”) and take the actions described in
clauses (C) and (D); ); provided that, payment of the amount described in
clause (A) and the actions described in clauses (C) and (D) shall
be conditioned 


 


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on
Employee’s execution and non-revocation before the Payment Date of a general
release of the Company and its affiliates substantially in the form attached
hereto as Exhibit A, on and Employee’s compliance with Sections 2(a) through
2(e):


 


(A) an
amount equal to three (3) times Employee’s then-current Base Salary payable
over the Salary Continuation Period, paid in accordance with the Company’s
normal payroll practices in effect at the time of Employee’s termination;


 


(B) a
lump sum cash payment equal to any Accrued Obligations;


 


(C) the
vesting of all IAC restricted stock units held by Employee on the Effective
Date shall be accelerated in full; and


 


(D) to
the extent previously granted, the Company shall vest in full the LT Restricted
Stock and the LT Options on the termination date and such options shall remain
exercisable for a period of twelve months from the date of such termination.


 


Notwithstanding
the foregoing, in no event shall Employee’s resignation be for Good Reason unless
the requirements of paragraph 1(d)(x) through paragraph 1(d)(z) are met
with respect to such resignation.


 


For
purposes of this paragraph 1(h), the term “Change in Control” has the meaning
set forth in the Second Amended and Restated Tree.com, Inc. 2008 Stock and
Annual Incentive Plan.


 


Further,
no amounts payable to Employee pursuant to this paragraph 1(h) shall be
subject to the mitigation or offset provisions described in paragraph 1(e) of
these Standard Terms and Conditions.”


 


5.             Section 2(b) of
the Standard Terms and Conditions of the Agreement is hereby amended by adding
the following sentence to the end thereof:


 


“Notwithstanding
the foregoing and exclusively with respect to Employee’s termination of
employment pursuant to paragraph 1(h), the Restricted Period shall be reduced
from 24 months to 12 months following Employee’s date of termination, solely to
the extent applicable to Competitive Activity unrelated to online lending.”


 


6.             Section 2(c) of
the Standard Terms and Conditions of the Agreement is hereby amended by adding
the following sentence to the end thereof:


 


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“Notwithstanding
the foregoing and exclusively with respect to Employee’s termination of
employment pursuant to paragraph 1(h), the Restricted Period shall be reduced
from 24 months to 12 months following Employee’s date of termination, solely to
the extent applicable to Competitive Activity unrelated to online lending.”


 


7.             Section 2(d) of
the Standard Terms and Conditions of the Agreement is hereby amended by adding
the following sentence to the end thereof:


 


“Notwithstanding
the foregoing and exclusively with respect to Employee’s termination of
employment pursuant to paragraph 1(h), the Restricted Period shall be reduced
from 24 months to 12 months following Employee’s date of termination, solely to
the extent applicable to Competitive Activity unrelated to online lending.”


 


8.             Section 10 of the
Standard Terms and Conditions of the Agreement is hereby amended by adding the
following sentence to the end thereof:


 


“For
purposes of this Agreement, the terms “termination” and “termination of
employment” (and variations thereof) shall mean Employee’s “separation from
service” within the meaning of Section 1.409A-1(h) of the Treasury
Regulations promulgated under Section 409A of the Code, apply the default
terms thereof.”


 


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


 


* * * Signature Page to Follow * * *


 


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IN
WITNESS WHEREOF, the parties have executed this Amendment No. 3 as of the
date first set forth above.


 


 


	
   

  	
  TREE.COM,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Claudette Hampton

  
	
   

  	
  By:

  	
  Claudette
  Hampton

  
	
   

  	
   

  	
  Senior
  Vice President — Human Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Douglas R. Lebda

  
	
   

  	
  Douglas
  R. Lebda

  



 


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