Exhibit 10.8


 


April 22,
2009


 


Greg
Hanson


SVP &
GM, RealEstate.com & Tree.com


 


Dear
Greg:


 


In
consideration of the mutual promises contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Tree.com, Inc. (“Company”)
and you hereby agree as follows (“Severance Agreement”):


 


1.               In the event
your employment is terminated by the Company without cause and for reasons
unrelated to performance between today and December 31, 2010, the Company
will pay severance to you in an amount equal to your monthly base salary then
in effect for a period of six (6) months after your termination date (“Severance Payments”) if you comply
with all of the following:


 


a.               You must assist and
cooperate with the Company’s efforts for an effective and orderly transition of
your responsibilities;


 


b.              You must comply with the restrictive
covenants contained in Section 2 of this Severance Agreement (“Restrictive Covenants”) throughout the
Restricted Period (as defined below);


 


c.               You must execute and deliver
to the Company the Release Agreement referenced in Section 3 of this
Severance Agreement (“Release”)
and not revoke it; and


 


d.              You must comply with all
other provisions of this Severance Agreement.


 


Please
also be aware that any behavior detrimental to the Company (i.e., disparaging
remarks about the Company or its leadership), including but not limited to your
failure to keep confidential either the severance arrangement (or even
disclosing the fact that you are eligible for a severance arrangement) or any
potential organizational changes, will jeopardize your eligibility for
severance benefits.


 


For
the purposes of this Severance Agreement, “cause”
shall mean: (i) the plea of guilty or nolo contendere
to, or conviction for, the commission of a felony offense or moral turpitude; (ii) a
material breach of a fiduciary duty owed to the Company; (iii) the willful
or gross neglect of the material duties required;  (iv) a violation of any Company policy
pertaining to ethics, wrongdoing or conflicts of interest;  (v) the use of alcohol or illegal drugs
that interferes materially with performance of duties; or (vi) your
default of any agreement between you and Company or any of Company’s affiliates.


 


If
the Company terminates your employment for cause or for reasons related to
performance or if you resign or die, the Company shall have no obligation
whatsoever under this Severance Agreement to pay all or any portion of the
Severance Payments.  If matters
constituting cause become known to the Company subsequent to the time that your
employment is terminated, then the Company may, by delivery of written notice
to you, treat such termination as being for cause and the Company shall have
all rights and remedies available at law or in equity, including but not
limited to the right to recover any and all Severance Payments.


 


In
the event your employment is terminated by the Company without cause and for
reasons unrelated to performance with an effective date after December 31,
2010, you will be eligible for severance pay subject to any conditions, and in accordance
with any applicable Company severance policies, then in effect.


 


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In the event your employment hereunder is terminated by the Company or
the Company commits a material breach of this Agreement prior to the expiration
of the Term for any reason other than your death or Disability or for Cause,
any unvested RSUs granted in February 2009 and April 2009 that are
scheduled to vest during the Severance Period shall vest immediately upon such
termination or breach.  This paragraph
shall be construed to providing additional vesting rights to you beyond those
conferred in the Tree.com, Inc. Annual Stock and Incentive Plan (the “Plan”)
and the related Award agreement, and nothing in this Agreement shall reduce any
vesting rights otherwise conferred to you under the Plan or the Award
agreement.


 


2.               In
consideration of the compensation and other consideration given to you pursuant
to this Severance Agreement, you understand and agree that the purpose of the
provisions of this Section is to protect legitimate business interests of
the Company, as more fully described below, and is not intended to eliminate
your post-employment competition with the Company per se, nor is it intended to
impair or infringe upon your right to work, earn a living, or acquire and
possess property from the fruits of your labor. You hereby acknowledge that the
post-employment restrictions set forth in this Section are reasonable and
that they do not, and will not, unduly impair your ability to earn a living
after the termination of your employment with Company. You shall be subject to
and agree to abide by the restrictions set forth in this Section.


 


a.               The following capitalized
terms used in this Section shall have the meanings assigned to them below:


i.                  “Competitive Services” means
Internet-based loan origination, Internet-based loan brokerage or
Internet-based real estate brokerage services.


ii.               “Determination Date” means the
date of termination of your employment with the Company for any reason
whatsoever or any earlier date (during your employment) of an alleged breach of
the Restrictive Covenants by you.


iii.            “Person” means any
individual or any corporation, partnership, joint venture, limited liability
company, association or other entity or enterprise.


iv.           “Principal Or
Representative” means a principal, owner, partner, shareholder,
joint venturer, investor, member, trustee, director, officer, manager,
employee, agent, representative or consultant.


v.              “Protected Customers” means any
Person to whom the Company has sold its services or solicited to sell its
services during the twelve (12) months prior to the Determination Date;
provided, however, that Protected Customer shall not include any Person with
which you can reasonably demonstrate that you had a pre-existing professional
relationship prior to the commencement of your employment with the Company.


vi.           “Protected Employees”
means employees of the Company who were employed by the Company at any time
within six months prior to the Determination Date and with whom you had direct,
personal and continuing dealings on behalf of the Company or whom you directly
supervised.


vii.        “Restricted Period”
means the period of your employment with Company and a period extending one
year from the termination of your employment with Company.


b.              RESTRICTIVE COVENANTS.


i.                  Nonsolicitation
of Protected Employees. You understand and agree that the
relationship between the Company and each of its Protected Employees
constitutes a valuable asset of the Company and may not be converted to your
own use. Accordingly, you hereby agree that during the Restricted Period you
shall not directly or indirectly on your own behalf or as a Principal or Representative
of any Person or otherwise solicit or induce any Protected Employee to
terminate his or her employment relationship with the Company or to enter into
employment with any other Person.


 


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ii.               Restriction on Relationships with Protected
Customers. You understand and agree that the relationship
between the Company and each of its Protected Customers constitutes a valuable
asset of the Company and may not be converted to your own use. Accordingly, you
hereby agree that, during the Restricted Period, you shall not, without the
prior written consent of the Company, directly or indirectly, on your own
behalf or as a Principal or Representative of any Person, solicit, divert, take
away or attempt to solicit, divert or take away a Protected Customer for the
purpose of providing or selling Competitive Services; provided, however, that
the prohibition of this covenant shall apply only to Protected Customers with
whom you had Material Contact on the Company’s behalf during the twelve (12)
months immediately preceding the Determination Date. For purposes of this Section,
you had “Material Contact” with a
Protected Customer if (a) you had direct business dealings with the
Protected Customer on the Company’s behalf or (b) you were responsible for
supervising or coordinating the dealings between the Company and the Protected
Customer.


iii.            Covenant not to Compete.  You agree and covenant that
during the Restrictive Period you will not, without Company’s prior written
consent, which may be granted or withheld in the sole discretion of the
Company, directly or indirectly, (i) for yourself; (ii) as a
consultant, manager, supervisor, employee or owner; or (iii) as an
independent contractor, engage in activities related to Competitive Services
for any Person which markets, sells or otherwise provides Competitive Services
in the geographical areas in which the Company does business; provided, however, that the ownership by you of not more
than five percent (5%) of the shares of any publicly traded class of stock of
any corporation shall not be deemed, in and of itself, to violate the foregoing
prohibitions.


c.               ENFORCEMENT OF RESTRICTED
COVENANTS.


i.                  Rights and
Remedies upon Breach. In the event you breach, or threaten to commit a
breach of, any of the provisions of the Restrictive Covenants, the Company
shall have the right and remedy to enjoin, preliminarily and permanently, you
from violating or threatening to violate the Restrictive Covenants and to have
the Restrictive Covenants specifically enforced by any court of competent
jurisdiction, it being agreed that any breach or threatened breach of the Restrictive
Covenants would cause irreparable injury to the Company and that money damages
would not provide an adequate remedy to the Company. Such right and remedy
shall be in addition to, and not in lieu of, any other rights and remedies
available to the Company at law or in equity. In addition, the Restricted
Period shall be extended for the period of any such breach or threatened
breach.


ii.               Severability of Covenants. You
acknowledge and agree that the Restrictive Covenants are reasonable and valid
in time and scope and in all other respects. The covenants set forth in this Section shall
be considered and construed as separate and independent covenants. Should any
part or provision of any covenant be held invalid, void or unenforceable in any
court of competent jurisdiction, such invalidity, voidness or unenforceability
shall not render invalid, void or unenforceable any other part or provision
contained herein. If any portion of the foregoing provisions is found to be
invalid or unenforceable by a court of competent jurisdiction because its
duration, the territory, the definition of activities or the definition of
information covered is considered to be invalid or unreasonable in scope, the
invalid or unreasonable term shall be redefined, or a new enforceable term
provided, such that the intent of the Company and you in agreeing to the
provisions of this Agreement will not be impaired and the provision in question
shall be enforceable to the fullest extent of the applicable laws.


iii.            Notice.  Before accepting employment or any consulting
arrangement with any person, organization or entity during the Restricted Period,
you agree to inform such person, organization or entity of the restrictions
contained in this Severance Agreement. 
If you accept employment or enter into any consulting arrangement with
any person, organization or entity during the Restricted Period, you agree to promptly
provide 


 


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written notice to the Company of the name and address of any such
person, organization or entity and describe the service which you will be
providing.  On or after the effective
date of such other employment or remunerative arrangement, any and all future
Severance Payments shall be offset by any amounts so earned by you from such
other employment or remunerative arrangement, and to the extent you have
received payment for such other employment or arrangement while receiving
Severance Payments, you shall promptly refund such Severance Payments to
Company.


 


3.               The Company’s
obligations with respect to the Severance Payments described herein shall be
subject to and conditioned upon the performance of your obligations under this
Agreement and your execution and delivery to the Company in a timely manner of the
Release which will be provided to you at that time.  Under such Release, you will release all
legal claims against Company and agree to mitigate severance pay if you should
obtain other employment during the 6 month period.  If you are over age forty (40) at the time of
entry into the Release, you will have a period of at least 21 days to decide
whether to execute and deliver the Release and you will also have seven (7) calendar
days from the date on which you sign the Release to revoke it.  Revocation must be in writing and received by
the Company’s Human Resources Department in Charlotte, NC within such seven (7) day
period to be effective.  Revocation or
any failure to execute and deliver the Release as provided herein for any
reason will result in your not being eligible to receive Severance Payments.


 


4.               Subject to the
provisions hereof, the Severance Payments shall be payable on Company’s
regularly scheduled paydays over the six (6) month period beginning on the
next succeeding payroll processing date following 1) the expiration of the
seven (7) day revocation period specified in Section 3; or 2) if such
revocation period is not applicable your termination date,  in bi-weekly equal installments which will be
subject to any and all applicable federal, state, and local withholdings or
deductions and Company’s normal payroll procedures and schedule.


 


5.               You agree to
keep secret and retain in strictest confidence, and shall not use for the
benefit of yourself or others or disclose to others, any confidential and
proprietary information of the Company, including but not limited to
information and materials relating to the internal operations of the Company,
its processes and procedures, trade “know-how”, sales, marketing and
distribution methods and strategies, suppliers, customers, prospective
customers, services, terms of contracts, pricing policies, business plans,
research and development projects and any and all other business affairs of the
Company (collectively, “Confidential
Information”). 
Confidential Information does not include any information or material
generally available to the public. You agree that the existence of and the terms
and provisions of this Agreement shall remain and be kept strictly
confidential.  This confidentiality
provision applies to and expressly prohibits all communications to any person
or entity, including, without limitation, communications to any present, former
or future Company employee.


 


6.               You agree that
on or before the termination date of your employment, you will return to the
Company all property and materials belonging to the Company in your possession,
including but not limited to all laptops, cell phones, communication devices,
Confidential Information, financial information, customer files, sales or
marketing materials, documents, records, memoranda, notes, lists, computer
files, and any and all other property, written materials and copies thereof,
made available to you or made or compiled by you in any format.


 


7.               You agree to
cooperate fully with the Company, its affiliates, and their respective legal
counsel in connection with any disputes arising out of matters with which you
were directly or indirectly involved while employed by Company.  This cooperation shall include, but shall not
be limited to, meeting with, and providing information to the Company and its
legal counsel, maintaining the confidentiality of any past or future privileged
communications with the Company’s legal counsel (outside and in-house counsel),
and making yourself available to testify truthfully by affidavit, in
depositions, or in any other forum on behalf of the Company.


 


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8.               Your employment
by the Company is on an “at will” basis. 
This Severance Agreement does not create an employment contract or
affect the right of the Company to terminate your employment, or change the
terms and conditions of such employment, at any time without notice.


 


9.               This Severance
Agreement represents the entire agreement of the parties with respect to the
subject matter hereof.  This Severance
Agreement shall be governed by and construed under the laws of the State of
North Carolina, without regard to any conflict of laws provisions.  No waiver, modification or amendment of any
provision of this Severance Agreement shall be effective, binding or
enforceable unless in writing and signed by both parties.


 


10.         Section 409A of the Internal Revenue Code.  This Agreement is not intended to constitute
a “nonqualified deferred compensation plan” within the meaning of Section 409A
of the Internal Revenue Code of 1986, as amended, and the rules and
regulations issued thereunder (“Section 409A”). 
Notwithstanding the foregoing, if this Agreement or any benefit paid to
Executive hereunder is subject to Section 409A and if the Executive is a “Specified
Employee” (as defined under Section 409A) as of the date of Executive’s
termination of employment hereunder, then the payment of benefits, if any,
scheduled to be paid by the Company to Executive hereunder during the first six
(6) month period beginning on the date of a termination of employment
hereunder shall be delayed during such six (6) month period and shall
commence immediately following the end of such six (6) month period (and,
if applicable, the period in which such payments were scheduled to be made if
not for such delay shall be extended accordingly).  In no event shall the
Company be required to pay Executive any “gross-up” or other payment with
respect to any taxes or penalties imposed under Section 409A with respect
to any benefit paid to Executive hereunder.


 


If
you agree to the terms of this Severance Agreement, please sign and date the
enclosed copy and return it to the undersigned at the above address.  By signing this Severance Agreement, you
represent and agree that you have taken advantage of your right to consult with
an attorney or have declined to do so, that you have carefully read and fully
understand all of the provisions of this Severance Agreement and that you are
voluntarily entering into this Severance Agreement.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  TREE.COM,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Claudette Hampton

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  SVP,
  Human Resources

  
	
   

  	
   

  



 


	
  AGREED,
  this 28 day of April 2009.

  
	
   

  
	
  Sign
  Name:

  	
  /s/
  Greg Hanson

  	
   

  
	
   

  	
   

  	
   

  
	
  Print
  Name:

  	
  Greg
  Hanson

  	
   

  



 


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