LNET Lodgenet Interactive Corp. (MM)

Item 5.02.             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In a current report on Form 8-K filed on November 28, 2012, LodgeNet Interactive Corporation (the “Company”) reported the establishment of an incentive program (the “Incentive Plan”) pursuant to which certain employees, including the named executive officers, would be eligible to receive certain payments in exchange for remaining with the Company through the earlier of the closing of a Transaction or July 31, 2013, subject to the achievement of certain performance targets. This Form 8-K/A supplements such previously reported information regarding the Incentive Plan to include information regarding the letter agreements each named executive officer has now entered into with the Company.

On November 30, 2012 and December 4, 2012, the Company entered into letter agreements with each of its named executive officers pursuant to the terms of such Incentive Plan.  Pursuant to these letter agreements, subject to achievement of the relevant targets and satisfaction of the other conditions set forth therein, the named executive officers are eligible to receive the following amounts: Richard L. Battista, Chief Executive Officer, $400,000; Frank P. Elsenbast, Chief Financial Officer, $153,000; James G. Naro, Senior Vice President, General Counsel, Secretary and Chief Compliance Officer, $124,875; and Derek R. White, President, Interactive & Media Networks, $180,000.

The terms of payment of these amounts are consistent with the description set forth in the Company’s Form 8-K filed on November 28, 2012.  A copy of each letter agreement is attached hereto as Exhibits 10.1, 10.2, 10.3, and 10.4.