Exhibit 10.5


 


RESTRICTED STOCK AWARD
AGREEMENT


 


This Restricted Stock Award Agreement (the “Agreement”)
is made as of                 
between Tree.com, Inc., a Delaware corporation (“Tree.com”), and                   .


 


Tree.com sponsors the Tree.com Amended and Restated
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 meaning as set forth in the Plan.


 


The Shares of Restricted Stock  (the
“Shares”) covered by this Agreement are being awarded subject to the following
terms and provisions:


 


1.               Subject to the terms and
conditions of the Plan, [the Employment Agreement between you and Tree.com
dated                         
(as amended) (the “Employment Agreement”)] and this Agreement, Tree.com awards
to you                       
Shares of Restricted Stock.


 


2.               In order for your Award to
vest, you must be continuously employed by Tree.com or any of its Subsidiaries
or Affiliates during the Restriction Period (as defined below).  Nothing in this Agreement or the Plan shall
confer upon you any right to continue in the employ or service of Tree.com or
any of its Subsidiaries or Affiliates or interfere in any way with their rights
to terminate your employment or service at any time.


 


3.               The Shares shall become
earned by, and vested in, you in accordance with this Section.  Until they become vested, the Shares shall be
subject to cancellation and forfeiture in accordance with Section 5
below.  Until vested, you may not vote
the Shares or sell, transfer, pledge, assign or otherwise alienate or
hypothecate the Shares (such period during which restrictions apply is the “Restriction
Period”).  The Shares shall vest as
follows:


 


	
   

  	
   

  	
  Percentage
  of Total

  	
   

  
	
  Vesting
  Date

  	
   

  	
  Award
  Vesting

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


4.               You agree that you shall
comply with (or provide adequate assurance as to future compliance with) all
applicable securities laws and income tax laws as determined by Tree.com with
respect to your receipt of the Shares. 
In addition, you agree that, upon request, you will furnish a letter
agreement providing that (a) you will not distribute or resell any of said
shares in violation of the Securities Act of 1933, as amended, (b) you
will indemnify and hold Tree.com harmless against all liability for any such
violation and (c) you will accept all liability for any such violation.


 


5.               You acknowledge and agree
that upon your ceasing to be employed by Tree.com or any of its Subsidiaries or
Affiliates during the Restriction Period any unvested Shares at such time will
be canceled and forfeited and returned to Tree.com.  For the avoidance of doubt, transfers of
employment among the Company and its Subsidiaries and Affiliates, without any
break in service, is not a Termination of Employment. In order to facilitate
the transfer to Tree.com of any Shares pursuant to the terms hereof, you shall
execute the enclosed stock power (Assignment Separate from Certificate).  The stock power may be used by Tree.com to
transfer any unvested Shares to Tree.com 


 


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in accordance with this Section.  You further hereby irrevocably appoint (which
appointment is coupled with an interest) Tree.com as your agent and
attorney-in-fact to take any necessary or appropriate action to cause Shares to
be returned to Tree.com in accordance with this Section, including without
limitation executing and delivering stock powers and instruments of transfer,
making endorsements and/or making, initiating or issuing instructions or
entitlement orders, all in your name and on your behalf.  Without limiting the foregoing, you expressly
acknowledge and agree that any transfer agent for the Shares is fully
authorized and protected in relying on, and shall incur no liability in acting
on, any documents, instruments, endorsements, instructions, orders or
communications from Tree.com in connection with the Shares or the transfer
thereof, and that any such transfer agent is a third party beneficiary of this
Agreement.


 


6.               Upon your receipt of the
Shares, you will make an effective election with the Internal Revenue Service
under Section 83(b) of the Internal Revenue Code and the regulations
promulgated thereunder and shall promptly provide Tree.com with a copy of such
election.


 


7.               In the event of any conflict
between this Agreement and the Plan, the Plan shall control; provided, that an
action or provision that is permissive under the terms of the Plan, and
required under this Agreement, shall not be deemed a conflict and this
Agreement shall control.  In the event of
any ambiguity in this Agreement, or any matters as to which this Agreement are
silent, the Plan shall govern.


 


8.               Tree.com may modify, amend
or waive the terms of your Shares, prospectively or retroactively, but no such
modification, amendment or waiver shall materially impair your rights without
your consent, except as required by applicable law, NASDAQ or stock exchange
rules, tax rules or accounting rules.


 


9.               Your acceptance of the
Shares constitutes your authorization of the release from time to time to
Tree.com or any of its Subsidiaries or Affiliates and to the Agent (together,
the “Relevant Companies”) of any and all personal or professional data that is
necessary or desirable for the administration of your Shares and/or the Plan
(the “Relevant Information”).  Without
limiting the above, this authorization permits your employing company to
collect, process, register and transfer to the Relevant Companies all Relevant
Information (including any professional and personal data that may be useful or
necessary for the purposes of the administration of the Shares and/or the Plan
and/or to implement or structure any further grants of equity awards (if any)).  The acceptance of the Shares also constitutes
your authorization of the transfer of the Relevant Information to any
jurisdiction in which Tree.com, your employing company or the Agent considers
appropriate.  You shall have access to,
and the right to change, the Relevant Information, which will only be used in
accordance with applicable law.


 


10.         Your Award is not intended
to constitute “nonqualified deferred compensation” within the meaning of Section 409A
of the Internal Revenue Code of 1986, as amended, and the rules and
regulations issued there under (“Section 409A”).  In no event shall Tree.com be required to pay
you any “gross-up” or other payment with respect to any taxes or penalties
imposed under Section 409A with respect to any amounts or benefits paid to
you in respect of your Award.


 


11.         In the event any provision
of this Agreement shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of the Agreement,
and the Agreement shall be construed and enforced as if the illegal or invalid
provision had not been included.  This
Agreement, together with the Employment Agreement and the Plan, constitutes the
final understanding between you and Tree.com regarding the Shares.  Any prior agreements, commitments or negotiations
concerning the Shares are superseded.


 


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IN WITNESS WHEREOF, Tree.com has caused this
Agreement to be executed by its duly authorized officer, and you have hereunto
set your hand, all effective as of the Grant Date listed above.


 


 


	
   

  	
  TREE.COM, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name]

  	
   

  
				



 


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ASSIGNMENT SEPARATE FROM CERTIFICATE


 


(Stock Power)


 


                FOR VALUE
RECEIVED, the undersigned does hereby assign and transfer unto


 


	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social Security or

  
	
   

  	
  Taxpayer Identification Number:

  



 


                                                                                
shares of the                                                                    
Stock of                                                                                                                                                         
represented by Certificate No(s).                                                     
herewith, standing in the name of the undersigned, and does hereby appoint            
             
                                          
attorney, with full power of substitution, to transfer said shares on the books
of said corporation.


 


	
   

  	
  Signature(s):

  
	
   

  	
   

  
	
  Date: