Exhibit 10.13


 





 






 


Notice of Stock Option Award Granted Under the

Second Amended and Restated Tree.com, Inc. 2008 Stock and Annual Incentive
Plan

(the “2008 Amended Plan”)


 


Important Note: 
You must login to your account at                                     
to accept this award and obtain other important information concerning the
award, such as a copy of the 2008 Amended Plan and the Terms and Conditions for
Stock Option Awards (the “Terms and Conditions”).  This award will not become effective until you
login and accept both documents.


 


	
  Award
  Recipient:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Stock
  Option Award:

  	
   

  	
  Stock
  options to acquire
              
  shares of Tree.com common stock at an exercise price of $        
  per share (“Stock Options”) under the 2008 Amended Plan. Capitalized terms
  used (but not defined) in this Award Notice shall have the meanings set forth
  in the 2008 Amended Plan.

  
	
   

  	
   

  	
   

  
	
  Award
  Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting
  Schedule:

  	
   

  	
  Subject
  to your continued employment with Tree.com or its Subsidiaries, your Stock
  Options shall, subject to the provisions of the 2008 Amended Plan, vest and
  no longer be subject to any restriction according to the following Vesting
  Schedule:

  
	
   

  	
   

  	
   

  
	
  Expiration
  Date:

  	
   

  	
  Once
  vested, your Stock Options will expire upon the earlier of (i) the
  expiration of the 90-day period following your Termination of Employment for
  any reason other than death, Disability or Retirement, (ii) the
  expiration of the one-year period following your Termination of Employment
  due to death, Disability or Retirement or (iii) 10 years from your Award
  Date (the “Expiration Date”), except as otherwise provided in the 2008
  Amended Plan or the attached Terms and Conditions.

   

  If
  you do not exercise your vested Stock Options before the Expiration Date,
  your Stock Options will be forfeited and canceled in their entirety.

  
	
   

  	
   

  	
   

  
	
  Impact
  of a Termination of Employment:

  	
   

  	
  Except
  as otherwise provided in the 2008 Amended Plan or in the Terms and
  Conditions, all of your unvested Stock Options will be forfeited and canceled
  in their entirety upon a Termination of Employment by Tree.com.

  



 

















 


	
  Terms
  and Conditions:

  	
   

  	
  Your
  Stock Options are subject to the Terms and Conditions attached hereto and to
  the 2008 Amended Plan, which are posted on
                                                            
  and incorporated herein by reference. Copies of these documents are also
  available on the My Equity page of the Company intranet at
                                        
  or upon request from your Human Resources Department. 

   

  Without
  a complete review of these documents, you will not have a full understanding
  of all the material terms of your Stock Options.

  



 

















 


Terms and Conditions for Stock Option Awards


 


Overview


 


These Terms and Conditions apply to the option granted
to you by Tree.com, Inc. (“Tree.com” or the “Company”) pursuant to Section 5
of the Second Amended and Restated Tree.com, Inc. 2008 Stock and Annual
Incentive Plan (the “2008 Amended Plan”) of the right and option (the “Stock
Options”) to purchase the number of shares of common stock of the Company, par value
$0.01 per share (the “Common Stock”), set forth in your award notice (the “Award
Notice”) at the exercise price per share set forth in the Award Notice.  The Stock Option shall be a Nonqualified Stock
Option.  Unless earlier terminated
pursuant to the terms of your Award Notice, these Terms and Conditions or the 2008
Amended Plan, the Stock Options shall expire within ten years of your Award
Date.


 


ALL CAPITALIZED TERMS USED HEREIN, TO THE EXTENT
NOT DEFINED, SHALL HAVE THE MEANINGS SET FORTH IN THE PLAN.


 


Continuous Service


 


In order for your Stock Options to vest, you must be
continuously employed by Tree.com or any of its Subsidiaries or Affiliates
during the Restriction Period (as defined below) or as otherwise provided in
the Vesting section below.  Nothing in
your Award Notice, these Terms and Conditions or the 2008 Amended 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.


 


Vesting


 


Subject to the Award Notice, these Terms and
Conditions and the 2008 Amended Plan, your Stock Options shall vest and become
exercisable (such period prior to vesting is the “Restriction Period”) as follows:


 


	
  Vesting Date

  	
   

  	
  Percentage of the Stock Option

  Award Vesting

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


[Notwithstanding
the foregoing, 100% of your then-outstanding and unvested portion of your Stock
Options shall vest upon the occurrence of a Change in Control.  The term “Change in Control” is defined in
the 2008 Amended Plan, and includes certain events affecting Tree.com (not
events affecting specific businesses of Tree.com).]


 


[Include
any other specific vesting events approved by the Compensation Committee.]


 

















 


Method of Exercise of the Stock Options and Payment of
the Exercise Price


 


The portion of your Stock Options that are vested
shall be exercisable by delivery to the Company or the agent selected by
Tree.com to administer the 2008 Amended Plan (the “Agent”) of a written
(including by way of electronic means) notice stating the number of whole
shares to be purchased pursuant to these Terms and Conditions and accompanied
by payment of the full purchase price of the shares of Common Stock to be
purchased.  Your Stock Options may not be
exercised at any one time as to fewer than 100 shares (or such number of shares
as to which the Stock Options are then exercisable if less than 100).  Fractional share interests shall be
disregarded except they may be accumulated.


 


The exercise price of the Stock Options shall be paid:
(i) in cash or by certified check or bank draft payable to the order of
the Company; (ii) by exchange of shares of unrestricted Common Stock of
the Company already owned by you and having an aggregate Fair Market Value
equal to the aggregate purchase price (which amount shall be equal to the
product of the exercise price multiplied by the number of shares of Common
Stock in respect of which the Stock Options are being exercised); provided,
that you represent and warrant to the Company that you hold the shares of
Common Stock free and clear of liens and encumbrances; (iii) by
delivering, along with a properly executed exercise notice to the Company, a
copy of irrevocable instructions to a broker to deliver promptly to the Company
the aggregate exercise price and the amount of any applicable federal, state,
local or foreign withholding taxes required to be withheld by the Company;
provided, however, that such exercise must be implemented solely under a
program or arrangement established and approved by the Company with a brokerage
firm selected by the Company; or (iv) by any other procedure approved by
the Committee, or by a combination of the foregoing.


 


Termination of Employment


 


The treatment of your Stock Options upon the
termination of your employment is set forth in your Award Notice, the remainder
of this “Termination of Employment” section and the 2008 Amended Plan.  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.  Except as set forth below, upon a Termination
of Employment, all vested Stock Options may be exercised prior to the first to
occur of (a) the 90th day after such Termination of Employment or (b) expiration
of the option grant.


 


If your employment is terminated by Tree.com or any of
its Subsidiaries or Affiliates for Cause, or if following any Termination of
Employment between you and Tree.com or any of its Subsidiaries or Affiliates
for any reason Tree.com determines that during the two (2) years prior to
such Termination of Employment there was an event or circumstance that would
have been grounds for termination for Cause, all of your Stock Options (whether
or not vested) shall be forfeited and canceled in their entirety upon such
termination.  In the event you exercised
your Stock Options upon your Termination of Employment for Cause or after an
event that would be grounds for a Termination of Employment for Cause, the
Company shall be entitled to recover from you at any time within two (2) years
after such exercise, and you shall pay over to the 


 


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Company, any gain realized as a result of the exercise.  This remedy shall be without prejudice to, or
waiver of, any other remedies Tree.com or its Subsidiaries or Affiliates may
have in such event.


 


In the event of a Termination of Employment due to
your death (or, in the event of your death following a Termination of
Employment while the Stock Options remain exercisable) that portion of the
Stock Options, if any, which is exercisable at the time of death may be
exercised by your estate or by a person who acquired the right to exercise such
Stock Options by bequest or inheritance or otherwise by reason of your death at
any time prior to the first to occur of (a) one (1) year after the
date of death or (b) expiration of the option grant.  In the event of a Termination of Employment
due to your Disability or Retirement, that portion of the Stock Option, if any,
which is exercisable at the time of such Termination of Employment for
Disability or Retirement may be exercised by you or your guardian or legal
representative at any time prior to the first to occur of (a) one (1) year
after such Termination of Employment or (b) expiration of the option
grant.


 


Taxes and Withholding


 


No later than the date of exercise of the Stock
Options granted hereunder (or such earlier date as of which an amount in
respect of the Stock Options first becomes includible in your gross income for
federal, state, local or foreign income or employment or other tax purposes),
you shall pay to the Company or make arrangements satisfactory to the Committee
regarding payment of any federal, state, local or foreign taxes of any kind
required by law to be withheld upon the exercise of your Stock Options and the
Company shall, to the extent permitted or required by law, have the right to
deduct from any payment of any kind otherwise due to you (either directly or
indirectly through its agent), federal, state, local and foreign taxes of any
kind required by law to be withheld upon the exercise of your Stock Options.  Notwithstanding the foregoing, the Company
shall be entitled to hold the shares issuable to you upon exercise of your
Stock Options until the Company or the Agent has received from you (i) a
duly executed Form W-9 or W-8, as applicable and (ii) payment for any
federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such Stock Options.


 


Adjustment in the Event of Change in Stock; Change in
Control


 


Adjustment in the Event of Change in Stock.  In
the event of (i) a stock dividend, stock split, reverse stock split, share
combination, or recapitalization or similar event affecting the capital
structure of Tree.com (each, a “Share Change”), or (ii) a merger,
consolidation, acquisition of property or shares, separation, spin-off,
reorganization, significant non-recurring cash dividend, stock rights offering,
liquidation, Disaffiliation, or similar event affecting Tree.com or any of its
Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board
shall make such substitutions or adjustments as it, in its good faith and sole
discretion, deems appropriate and equitable to the number and kind of shares of
Common Stock subject to your Stock Options and/or the exercise price per share.  The determination of the Committee regarding
any such adjustment will be final and conclusive and need not be the same for
all Stock Option award recipients.


 


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Non-Transferability of Stock Options


 


Your Stock Options are non-transferable (including by
way of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise) by
you other than by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order, and your Stock Options may be exercised,
during your lifetime, only by you or by your guardian or legal representative
or any transferee described above.


 


No Rights as a Stockholder


 


Neither you nor any transferee of your Stock Options
shall have rights as a stockholder (including the right to vote the shares
underlying your Stock Options and the right to receive dividends, except as
provided above or in the 2008 Amended Plan) with respect to any shares covered
by such Stock Options until you or your transferee (i) has given written
notice of exercise, (ii) if requested, has given the representation
described in Section 14(a) of the 2008 Amended Plan and (iii) has
paid in full for the shares issuable upon exercise.


 


Payment of Transfer Taxes, Fees and Other Expenses


 


The Company agrees to pay any and all original issue
taxes and stock transfer taxes that may be imposed on the issuance of shares
acquired pursuant to exercise of your Stock Options, together with any and all
other fees and expenses necessarily incurred by the Company in connection
therewith.  Notwithstanding the
foregoing, you shall be solely responsible for any other taxes (including,
without limitation, federal, state, local or foreign income, social security,
estate or excise taxes) that may be payable as a result of your participation
in the 2008 Amended Plan or as a result of the exercise of your Stock Options
and/or the sale, disposition or transfer of any shares of Common Stock acquired
upon the exercise of your Stock Options.


 


Other Restrictions


 


The exercise of your Stock Options shall be subject to
the requirement that, if at any time the Committee shall determine that (i) the
listing, registration or qualification of the shares of Common Stock subject or
related thereto upon any securities exchange or under any state or federal law,
or (ii) the consent or approval of any government regulatory body is
necessary or desirable as a condition of, or in connection with, such exercise
or the delivery or purchase of shares pursuant thereto, then in any such event,
the exercise shall not be effective unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee.


 


Conflicts and Interpretation


 


In the event of any conflict between these Terms and
Conditions and the 2008 Amended Plan, the 2008 Amended Plan shall control;
provided, that an action or provision that is permissive under the terms of the
2008 Amended Plan, and required under these Terms and 


 


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Conditions, shall not be deemed a conflict and these
Terms and Conditions shall control.  In
the event of any ambiguity in these Terms and Conditions, or any matters as to
which these Terms and Conditions are silent, the 2008 Amended Plan shall govern
including, without limitation, the provisions thereof pursuant to which the
Committee has the power, among others, to (i) interpret the 2008 Amended
Plan, (ii) prescribe, amend and rescind rules and regulations
relating to the 2008 Amended Plan and (iii) make all other determinations
deemed necessary or advisable for the administration of the 2008 Amended Plan.  In the event of any conflict between your
Award Notice (or any other information posted on Tree’s intranet or given to
you directly or indirectly through the Agent (including information posted on                                        ))
and Tree’s books and records, or (ii) ambiguity in the Award Notice (or
any other information given to you directly or indirectly through the Agent
(including information posted on                                         )),
Tree’s books and records shall control.


 


Amendment


 


Tree.com may modify, amend or waive the terms of your
Stock Options, 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.  The waiver by either
party of compliance with any provision of these Terms and Conditions shall not
operate or be construed as a waiver of any other provision hereof.


 


Data Protection


 


The acceptance of your Stock Options 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 Stock Options and/or the 2008 Amended 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 your Stock Options and/or the 2008
Amended Plan and/or to implement or structure any further grants of equity
awards (if any)).  The acceptance of your
Stock Options 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.


 


Notification of Changes


 


Any changes to these Terms and Conditions shall either
be posted on Tree’s intranet and                                         
or communicated (either directly by Tree.com or indirectly through any of its
Subsidiaries, Affiliates or the Agent) to you electronically via e-mail (or
otherwise in writing) promptly after such change becomes effective.


 


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