0001047469-10-005187 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 12th, 2010 • Tree.com, Inc. • Loan brokers • North Carolina

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between David Norris (“Executive”) and Tree.com, Inc., a corporation (the “Company”), and is effective as of June 30th, 2008 (the “Effective Date”).

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AMENDMENT NO. TO THE RESTRICTED STOCK AWARD AGREEMENT BETWEEN DOUGLAS R. LEBDA AND TREE.COM, INC. [Date]
Restricted Stock Award Agreement • May 12th, 2010 • Tree.com, Inc. • Loan brokers

This Amendment No. to that certain Restricted Stock Award Agreement, dated as of [DATE] (the “Agreement”) between Douglas R. Lebda (“Employee”) and Tree.com (the “Company”) is effective as of [DATE], unless otherwise indicated. All capitalized terms used herein without definition shall have the meanings given to them in the Agreement.

CONFIDENTIAL SEVERANCE AGREEMENT AND RELEASE
Confidential Severance Agreement and Release • May 12th, 2010 • Tree.com, Inc. • Loan brokers • North Carolina

THIS CONFIDENTIAL SEVERANCE AGREEMENT AND RELEASE (“Agreement”) is made this 2nd day of March, 2010, by and between Robert L. Harris (“Harris”) and Tree.com, Inc. (“Company”), with its principal office in Charlotte, NC.

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT BETWEEN DOUGLAS R. LEBDA AND TREE.COM, INC. May 10, 2010
Stock Purchase Agreement • May 12th, 2010 • Tree.com, Inc. • Loan brokers

This Amendment No. 1 to that certain Stock Purchase Agreement, dated as of February 8, 2009 between Douglas R. Lebda (“Employee”) and Tree.com, Inc. (the “Company”), is effective as of February 25, 2010 (the “Agreement”) unless otherwise indicated. All capitalized terms used herein without definition shall have the meanings given to them in the Agreement.

April 22, 2009 Greg Hanson SVP & GM, RealEstate.com & Tree.com Dear Greg:
Tree.com, Inc. • May 12th, 2010 • Loan brokers • North Carolina

In consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tree.com, Inc. (“Company”) and you hereby agree as follows (“Severance Agreement”):

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 12th, 2010 • Tree.com, Inc. • Loan brokers

Tree.com sponsors the Second Amended and Restated Tree.com, Inc. 2008 Stock and Annual Incentive Plan (the “Plan”). This Agreement represents an award of Shares of Restricted Stock under the Plan. All capitalized terms used herein, to the extent not defined, shall have the same meaning as set forth in the Plan.

AMENDMENT NO. 3 TO THE EMPLOYMENT AGREEMENT BETWEEN DOUGLAS R. LEBDA AND TREE.COM, INC. May 10, 2010
Employment Agreement • May 12th, 2010 • Tree.com, Inc. • Loan brokers

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.

AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENT BETWEEN DAVID NORRIS AND TREE.COM, INC. May 10, 2010
Employment Agreement • May 12th, 2010 • Tree.com, Inc. • Loan brokers

This Amendment No. 2 (“Amendment”) to that certain Employment Agreement, dated as of June 30, 2008 between David Norris (“Executive”) and Tree.com, Inc. (the “Company”), for itself and on behalf of its subsidiaries, as applicable, as subsequently amended by Amendment No. 1, dated December 3, 2009 (collectively, the “Agreement”) is effective as of February 25, 2010. All capitalized terms used herein without definition shall have the meanings given to them in the Agreement.

AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN DAVID NORRIS AND TREE.COM, INC. December 3, 2009
Employment Agreement • May 12th, 2010 • Tree.com, Inc. • Loan brokers

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.

AMENDMENT NO. 1 TO THE STOCK OPTION AWARD AGREEMENT BETWEEN DOUGLAS R. LEBDA AND TREE.COM, INC. May 10, 2010
The Stock Option Award Agreement • May 12th, 2010 • Tree.com, Inc. • Loan brokers

This Amendment No. 1 to that certain Stock Option Agreement, dated as of August 21, 2008 (the “Agreement”) between Douglas R. Lebda (“Employee”) and Tree.com (the “Company”) 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.

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