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: