On March 5, 2013, the Compensation Committee (the "Committee") of the Board of Directors of HomeAway, Inc. (the "Company") approved changes effective April 1, 2013 to the base salaries for the Company's principal executive officer, principal financial officer and other executive officers as set forth in the table below. The Committee also approved the grant of equity based incentives to the same executive officers pursuant to the Company's 2011 Equity Incentive Plan and its related agreements, copies of which have been filed with the Securities and Exchange Commission.

The Committee also approved the 2013 Executive Officer Performance Bonus Plan (the "Bonus Plan"), in which each of the Company's executive officers is eligible to participate. Pursuant to the Bonus Plan, the target bonus percentage for each of the same officers was set as provided in the table below. The foregoing description of the Bonus Plan is qualified in its entirety by reference to the actual terms of the Bonus Plan. The Bonus Plan is filed as Exhibit 10.1 to this report and is incorporated into this Item 5.02 by reference.

                                                                                                    Restricted
                                                       Base         Target           Stock            Stock
Officer          Title                                Salary       Bonus(1)        Options(2)        Units(3)
Brian Sharples   President, Chief Executive
                 Officer and Chairman                  512,500           100 %         162,025           50,039
Lynn Atchison    Chief Financial Officer               326,668            60 %          55,696           17,201
Brent Bellm      Chief Operating Officer               369,000            75 %          86,076           26,583
Thomas Hale      Chief Product Officer                 326,668            60 %          55,696           17,201
Carl Shepherd    Chief Strategy and Development
                 Officer                               326,668            60 %          55,696           17,201
Ross Buhrdorf    Chief Technology Officer              300,390            60 %          55,696           17,201

(1) The target bonus is a percentage of base salary.

(2) All options granted have an exercise price equal to the closing price per share of the Company's common stock on the date of grant. One-fourth of each stock option will vest on the first anniversary of the date of grant, with the remainder vesting ratably over the next 36 months, subject to continued service through each vesting date.

(3) Represents the right to receive one share of the Company's common stock per restricted stock unit. Six and one quarter percent (6.25%) of the restricted stock units will vest each quarter over a period of four years, subject to continued service through each vesting date.

(d) Exhibits