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

On February 5, 2009, the Compensation Committee of the Board of Directors of The Knot approved the 2009 Management Incentive Plan for executive officers (the "Management Incentive Plan"). The Management Incentive Plan is not set forth in a written document.

The Management Incentive Plan is designed to reward each participant based on The Knot's financial performance together with such participant's individual performance during the year. For calendar year 2009, The Knot's financial performance target includes the attainment of consolidated revenue and EBITDA goals. The Compensation Committee of the Board of Directors reviewed The Knot's 2009 financial performance target as part of its review and approval of the Management Incentive Plan.

Under the Management Incentive Plan, a participant's incentive is a percentage of his/her base salary. The incentive ranges from 33 1/3 % of base salary if The Knot attains the financial performance target, up to 85% to 100% of base salary, depending on corporate title and responsibilities, if The Knot exceeds the financial performance target. In each case, the actual incentive payment may be less than the formula incentive amount that is based on The Knot's financial performance, depending on whether and the extent to which individual performance objectives are achieved.

---