EXHIBIT 10.6


 


AMENDMENT TO EMPLOYMENT
AGREEMENT


BETWEEN DAVID NORRIS AND
TREE.COM, INC.


 


December 3, 2009


 


This Amendment (“Amendment”) to that certain
Employment Agreement, dated as of June 30, 2008 ( “Agreement”)
 between David Norris (“Executive”) and Tree.com, Inc.
(“Company”), is effective as of December 3,
2009.  All capitalized terms used herein
without definition shall have the meanings given to them in the Agreement.


 


RECITALS


 


WHEREAS, Executive and Company are parties to the Agreement;
and


 


WHEREAS, the parties wish to amend the Agreement as set forth
below.


 


NOW, THEREFORE, in consideration of the mutual promises contained
herein and in the Agreement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Executive and Company
hereby agree as follows:


 


1.               Term. 
Notwithstanding Section 2 of the Agreement, the Term is hereby
extended through June 30, 2011.


 


2.               Change in Control.  Section 2A(g) of
the Agreement shall be waived in case of a change in control of Company that
results in the dismissal of Executive without cause.  For purposes of this Amendment, a “Change in Control” means


 


(i)            the acquisition, by any means, by any individual
entity or group, within the meaning of Section 13 (d)(3) or 14 (d)(2) of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), (a “Person”),
directly or indirectly, of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of equity securities of Tree.com
representing more than 50% of the voting power of the then outstanding equity
securities of Tree.com entitled to vote generally in the election of directors
or managing members (as applicable) of the entity (“Outstanding
Voting Securities”); provided, however,
that for purposes of this subsection (i), the following acquisitions shall not
constitute a Change in Control:  (1) any
acquisition by any employee benefit plan (or trust related to such employee
benefit plan) sponsored or maintained by Tree.com or any corporation controlled
by Tree.com or (2) any acquisition by any Person pursuant to a transaction
which complies with clauses (A) and (B) of subsection (ii) of
this definition; or


 


(ii)           the consummation of a reorganization, merger or
consolidation or sale or other disposition, directly or indirectly or all or
substantially all of the assets of Tree.com or the purchase of assets or stock
or another entity (a “Business Combination”)
in each case, unless immediately following such Business Combination, (A) all
or substantially all of the individuals and entities who were the beneficial
owners of the Outstanding Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the then
outstanding combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, managing members or
other required persons (as applicable) of the entity resulting from such
Business Combination (including, without limitation, an entity


 

















 


which as a result of such transaction owns Tree.com or
all or substantially all of the assets of Tree.com either directly or through
one or more subsidiaries) in substantially the same proportion as their
ownership immediately prior to such Business Combination of the outstanding
voting securities, and (B) no Person, any employee benefit plan (or
related trust) of Tree.com or such entity resulting from such Business
Combination) beneficially owns, directly or indirectly, more than a majority of
the combined voting power of the then Outstanding Voting Securities of such
entity except to the extent that such ownership of Tree.com existed prior to
the Business Combination; or


 


(iii)          the approval by the members, stockholders or other
required persons (as applicable) of Tree.com or a complete liquidation or
dissolution of Tree.com.


 


Also, if the Executive resigns within ninety (90) days
following the consummation of any Hostile Change of Control of the Company,
then the Company shall pay the Executive the following:


 


i)                                         Within thirty (30) days following such
resignation, an amount equal to all Other Accrued Obligations (as defined in
the Agreement); and


 


ii)                                      An amount equal to one (1) year’s
Base Salary, payable in equal installments on the Company’s regularly scheduled
paydays over the one (1) year period following the date of such
resignation (the “Severance Period”).


 


iii)                                   For the purposes of this Amendment, a “Hostile Change of Control” means a
transaction or series of transactions that results in any Person acquiring beneficial
ownership of more than fifty percent (50%) of the combined voting power of the Company’s
then Outstanding Voting Securities without the approval of the Company’s Board
of Directors.


 


3.               In the event that Company purchases a
mortgage company and places someone other than Executive in charge of the
combined mortgage company, then such event shall be deemed a termination of
Executive without cause and Executive shall be entitled to receive the
severance benefits provided under Section 1A(d) of the Agreement.


 


4.               Except as otherwise specifically provided
herein, in the event any term or condition of this Amendment shall conflict
with or be inconsistent with any term of the Agreement, this Amendment shall
govern to the extent of such conflict. 
All other terms and conditions of the Agreement shall remain in full
force and effect.  Capitalized terms
herein, not otherwise defined, shall have the meaning as in the Agreement.


 


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


 


	
   

  	
  TREE.COM, INC.

  	
   

  	
  DAVID NORRIS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Claudette Hampton

  	
   

  	
  /s/ David Norris

  
					



 


2