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Exhibit 10.8  


Grant No.       


 
 

CREDITCARDS.COM    
    
    2008 EQUITY INCENTIVE PLAN
  RESTRICTED STOCK UNIT GRANT NOTICE    
    



CreditCards.com
(the "Company"), pursuant to its 2008 Equity Incentive Plan (the "Plan"), hereby grants
to the participant, as set forth below (the "Participant"), restricted stock units covering the number of shares of the Company's common stock (the
"Common Stock") set forth below (the "Stock Units"). Each Stock Unit represents a right to receive one
hypothetical share of Common Stock, or at the Company's discretion, cash equal in value to one share of Common Stock. The Stock Units are subject to all of the terms and conditions as set forth in
this Restricted Stock Unit Grant Notice (the "Grant Notice"), the Restricted Stock Unit Agreement, and the Plan, all of which are attached hereto and
incorporated herein in their entirety. 


Participant:



Date
of Grant: 


Vesting
Commencement Date: 


Number
of Shares Subject to Stock Units: 


Vesting
Schedule: 


Additional Terms/Acknowledgements:    The undersigned Participant acknowledges receipt of, and understands and agrees to the terms and
conditions of this Grant Notice, the Restricted Stock Unit Agreement, and the Plan. Participant further acknowledges that as of the Date of Grant, this Grant Notice, the Restricted Stock Unit
Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of restricted stock units and the stock in the Company covered by the restricted
stock units and supersede all prior oral and written agreements relating thereto, with the exception of other awards, if any, previously granted and delivered to Participant under the Plan. 









	CREDITCARDS.COM, INC.	 	PARTICIPANT
	    	 	 	 	 
	By:	    
	 	    
 Signature
	

Its:	

    
	
 	

 	

 
	

Address:	

13809 Research Blvd.

Suite 906

Austin, Texas 78750	
 	

Address:	

    


    





ATTACHMENTS:
2008 Equity Incentive Plan and Restricted Stock Unit Agreement. 







 
 

CREDITCARDS.COM    
    
    2008 EQUITY INCENTIVE PLAN
  RESTRICTED STOCK UNIT AGREEMENT    
    


        THIS RESTRICTED STOCK UNIT AGREEMENT (the "Agreement"), dated on the grant date as set forth in the Restricted
Stock Unit Grant Notice (the "Grant Date") between CreditCards.com., a Delaware corporation ("Company"),
and the employee, director or consultant as stated in the Restricted Stock Unit Grant Notice (the "Participant"), is entered into as follows: 


        WHEREAS,
the continued participation of the Participant is considered by the Company to be important for the Company's continued growth; and 


        WHEREAS,
in order to give the Participant an incentive to continue in the employ of the Company and to assure his or her continued commitment to the success of the Company, the
Compensation Committee of the Board of Directors of the Company or its delegates ("Committee") has determined that the Participant shall be granted
stock units representing hypothetical shares of the Company's common stock ("Stock Units"), with each Stock Unit equal in value to one share of the
Company's common stock (the "Stock"), subject to the restrictions stated below and in accordance with the terms and conditions of the CreditCards.com
2008 Equity Incentive Plan (the "Plan"), a copy of which can be obtained by written or telephonic request to the Chief Financial Officer and the
Restricted Stock Unit Grant Notice. 


        THEREFORE,
the parties agree as follows: 


        1.     Grant of Stock Units.    Subject to the terms and conditions of this Agreement and of
the Restricted Stock Unit Grant Notice (the "Grant Notice") and of the Plan, the Company hereby grants to the Participant Stock Units covering the
number of shares of Stock as stated in the Grant Notice (including such terms as defined in the Plan, the "Shares"). 


        2.     Vesting Schedule.    Subject to the limitations contained herein, the interest of the
Participant in the Stock Units shall vest as provided in the Grant Notice; provided however, that vesting shall cease upon the Participant's Termination of Employment. The period of time between the
date hereof and the date the Stock Units become fully vested is referred to herein as the "Restriction Period." 


        3.     Benefit Upon Vesting.    Upon the vesting of the Stock Units, the Participant shall be
entitled to receive, as soon as administratively practicable, the Shares or a combination of cash or cash and the Shares, as the Company determines in its sole discretion, equal to: 



        (a)   the
number of Stock Units that have vested multiplied by the Fair Market Value (as defined in the Plan) of a share of Stock on the date on which such Stock Units vest,
and 


        (b)   a
dividend equivalent payment determined by 



        (1)   multiplying
the number of Stock Units outstanding on each dividend payment date by the dividend per share of Stock to determine the dividend equivalent amount for each
dividend payment date; 


        (2)   dividing
the amount determined in (1) above by the Fair Market Value of a share of Stock on the date of such dividend payment to determine the number of
additional Stock Units to be credited to the Participant; and 


        (3)   multiplying
the number of additional Stock Units determined in (2) above by the Fair Market Value of a share of Stock on the vesting date to determine the
aggregate amount of dividend equivalent payments for such vested Stock Units; 





provided,
however, that if any aggregated dividend equivalent payments in paragraph (b)(3) above results in a payment of a fractional Share, such fractional share shall be rounded up to the
nearest whole Share. 








        4.     Restrictions.



        (a)   Except
as otherwise provided for in this Agreement, the Stock Units or rights granted hereunder may not be sold, pledged or otherwise transferred. 


        (b)   Except
as otherwise provided for in this Agreement, if the Employee's employment with the Company is terminated at any time for any reason (including as a result of the
Employee's death or disability (including a Total and Permanent Disability) prior to the lapse of the Restriction Period, or the Participant otherwise experiences a Termination of Employment during
the Restriction Period, all Stock Units granted hereunder that have not vested by such termination date and that are held by the Participant as of such date shall be forfeited by, and no further
rights shall accrue to, the Participant. 




        5.     No Stockholder Rights.    Stock Units represent hypothetical shares of Stock. During the
Restriction Period, except as set forth in Section 3(b) above, the Participant shall not be entitled to any of the rights or benefits generally accorded to stockholders. 


        6.     Taxes.



        (a)   The
Participant shall be liable for any and all taxes, including withholding taxes, arising out of this grant or the vesting of Stock Units hereunder. In the event that
the Company or the Participant's Employer (the "Employer") is required to withhold taxes as a result of the grant or vesting of Stock Units, or
subsequent sale of Stock acquired pursuant to such Stock Units, or due upon receipt of dividend equivalent payments, the Participant shall surrender a sufficient number of whole shares of such Stock
or make a cash payment as necessary to cover all applicable required withholding taxes and required social security contributions at the time at which the Employer is required to remit such
withholding amounts (e.g., when the restrictions on the Stock Units lapse) unless alternative procedures for such payment are established by the Company. The Participant will receive a cash refund for
any fraction of a surrendered share not necessary for required withholding taxes and required social insurance contributions. To the extent that any surrender of Stock or payment of cash or
alternative procedure for such payment is insufficient, the Participant authorizes the Company, its Affiliates and Subsidiaries, which are qualified to deduct tax at source, to deduct all applicable
required withholding taxes and social security contributions from the Participant's compensation. The Participant agrees to pay any amounts that cannot be satisfied from wages or other cash
compensation, to the extent permitted by law. 


        (b)   Regardless
of any action the Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related
withholding ("Tax-Related Items"), the Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him is and remains the
Participant's responsibility and that the Company and/or the Employer (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection
with any aspect of this grant of Stock Units, including the grant and vesting of Stock Units, subsequent payment of Stock and/or cash related to such Stock Units or the subsequent sale of any Stock
acquired pursuant to such Stock Units and receipt of any dividend equivalent payments; and (ii) do not commit to structure the terms or any aspect of this grant of Stock Units to reduce or
eliminate the Participant's liability for Tax-Related Items. The Participant shall pay the Company or the Employer any amount of Tax-Related Items that the Company or the
Employer may be required to withhold as a result of the Participant's participation in the Plan or the Participant's receipt of Stock Units that cannot be satisfied by the means previously described.
The Company may refuse to deliver the benefit described in Section 3 if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items. 




        7.     Data Privacy Consent.    The Participant hereby explicitly and unambiguously consents to
the collection, use and transfer, in electronic or other form, of the Participant's personal data as described in this document by and among, as applicable, the Company, its Subsidiaries, its
Affiliates and the Employer for the exclusive purpose of implementing, administering and managing the Participant's participation in the Plan. The Participant understands that the Company, its
Affiliates, its Subsidiaries 









and
the Employer hold certain personal information about the Participant, including, but not limited to, name, home address and telephone number, date of birth, social security or insurance number or
other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded,
canceled, purchased, exercised, vested, unvested or outstanding in the Participant's favor for the purpose of implementing, managing and administering the Plan ("Data"). The Participant understands
that the Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant's country or
elsewhere and that the recipient country may have different data privacy laws and protections than the Participant's country. The Participant understands that he may request a list with the names and
addresses of any potential recipients of the Data by contacting the Chief Financial Officer at the Company. The Participant authorizes the recipients to receive, possess, use, retain and transfer the
Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant's participation in the Plan, including any requisite transfer of such Data, as may be
required to a broker or other third party with whom the Participant may elect to deposit any Stock acquired under the Plan. The Participant understands that Data will be held only as long as is
necessary to implement, administer and manage participation in the Plan. The Participant understands that he may, at any time, view Data, request additional information about the storage and
processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting the local human resources representative in
writing. The Participant understands that refusing or withdrawing consent may affect the Participant's ability to participate in the Plan. For more information on the consequences of refusing to
consent or withdrawing consent, the Participant understands that he may contact Chief Financial Officer at the Company. 


        8.     Plan Information.    The Participant acknowledges that the Participant has received
copies of the Plan and the Plan prospectus from the Company and agrees to receive stockholder information, including copies of any annual report, proxy statement and periodic report, from the section
of the Company's web site at: http://www.creditcards.com. The Participant acknowledges that copies of the Plan, Plan prospectus, Plan information and
stockholder information are available upon written or telephonic request to the Chief Financial Officer. 


        9.     Acknowledgment and Waiver.    By accepting this grant of Stock Units, the Participant
acknowledges and agrees that: 



        (a)   the
Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless
otherwise provided in the Plan or this Agreement; 


        (b)   the
grant of Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock or Stock Units, or benefits in
lieu of Stock or Stock Units, even if Stock or Stock Units have been granted repeatedly in the past; 


        (c)   all
decisions with respect to future grants, if any, will be at the sole discretion of the Company; 



        (d)   the
Participant's participation in the Plan shall not create a right to further employment with Employer and shall not interfere with the ability of Employer to
terminate the Participant's employment or service relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party,
insofar as permitted by law; 


        (e)   the
Participant is participating voluntarily in the Plan; 


        (f)    stock
units, stock unit grants and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to
calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments insofar as
permitted by law; 


        (g)   in
the event that the Participant is not an employee of the Company, this grant of Stock Units will not be interpreted to form an employment contract or service
relationship with the 












Company,
and furthermore, this grant of Stock Units will not be interpreted to form an employment contract or service relationship with the Employer or any Subsidiary or Affiliate of the Company; 



        (h)   the
future value of the Shares is unknown, may increase or decrease from the date of grant or vesting of the Stock Unit and cannot be predicted with certainty; 


        (i)    in
consideration of this grant of Stock Units, no claim or entitlement to compensation or damages shall arise from termination of this grant of Stock Units or diminution
in value of this grant of Stock Units resulting from termination of the Participant's employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor
laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent
jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Participant shall be deemed irrevocably to have waived any entitlement to pursue such claim; and 


        (j)    notwithstanding
any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Participant's employment (whether or not in breach of
local labor laws), the Participant's right to receive benefits under this Agreement, if any, will terminate effective as of the date that the Participant is no longer actively employed and will not be
extended by any notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law); furthermore, in the event of
involuntary termination of employment (whether or not in breach of local labor laws), the Participant's right to receive benefits under this Agreement after termination of employment, if any, will be
measured by the date of termination of the Participant's active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to
determine when the Participant is no longer actively employed for purposes of this grant of Stock Units. 




        10.   Miscellaneous.



        (a) The
Company shall not be required to treat as the owner of Stock Units, and associated benefits hereunder, any transferee to whom such Stock Units or benefits shall have been
so transferred in violation of this Agreement. 


        (b)   The
parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement. 


        (c)   Any
notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon delivery to the Participant at his address then on file
with the Company. 


        (d)   The
Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant's
interest except by means of a writing signed by the Company and the Participant. This Agreement is governed by the laws of the state of Delaware. Certain other important terms governing this contract
are contained in the Plan. 



        (e)   If
the Participant has received this or any other document related to the Plan translated into a language other than English and if the translated version is different
than the English version, the English version will control. 


        (f)    The
provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions shall nevertheless be binding and enforceable. 



[Signature Page Follows]









	Accepted by Participant:	 	CREDITCARDS.COM
	

    	
 	

 	

 
	    
	 	By	    
 Officer Name:

Title:





RETAIN THIS AGREEMENT FOR YOUR RECORDS  











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CREDITCARDS.COM 2008 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE

CREDITCARDS.COM 2008 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT