Exhibit
10.12


 





 






 


Notice of Restricted Stock Unit 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
Restricted Stock Unit Awards (the “Terms and Conditions”).  This award will not become effective until
you login and accept both documents.


 


	
  Award
  Recipient:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Restricted
  Stock Unit Award:

  	
   

  	
                                restricted
  stock units (“RSUs”) granted under the 2008 Amended Plan.

  
	
   

  	
   

  	
   

  
	
  Award
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting
  Schedule:

  	
   

  	
  Subject
  to your continued employment with Tree.com or its Subsidiaries, your RSUs
  shall, subject to the provisions of the 2008 Amended Plan and the Terms and
  Conditions, vest and no longer be subject to any restriction as of the
  vesting dates and the achievement of any applicable performance goals, as set
  forth below:

  
	
   

  	
   

  	
   

  
	
  Impact
  of a Termination of Employment:

  	
   

  	
  Except
  as otherwise provided in the 2008 Amended Plan or in the attached Terms and
  Conditions, or any prior employment agreement, all of your unvested RSUs will
  be forfeited and canceled in their entirety upon a Termination of Employment.

  
	
   

  	
   

  	
   

  
	
  Terms
  and Conditions:

  	
   

  	
  Capitalized
  terms used (but not defined) in this Award Notice shall have the meanings set
  forth in the 2008 Amended Plan.

   

  Your
  RSUs are subject to the Terms and Conditions and to the 2008 Amended Plan,
  both of which are posted on                                     .
  Additional copies of these documents are also available on the MyEquity
  page of the Company intranet at                                                                 
  or upon request from your Human Resources Department.

   

  We
  strongly encourage you to review the Terms and Conditions and the 2008
  Amended Plan. These documents will help provide you with a full understanding
  of your RSU award.

  



 


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Terms and Conditions for Restricted Stock Unit Award


 


Overview


 


These Terms and Conditions apply to the restricted
stock units (the “Award”) awarded to you by Tree.com, Inc. (“Tree.com” or
the “Company”) pursuant to Section 7 of the Second Amended and Restated Tree.com
2008 Stock and Annual Incentive Plan (the “2008 Amended Plan”).  You were notified of your Award by way of an
award notice (the “Award Notice”).  All
capitalized terms used herein, to the extent not defined, shall have the
meaning as set forth in the 2008 Amended Plan.


 


Continuous Service


 


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) 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, the RSUs in respect to your Award, shall
vest and no longer be subject to satisfaction of any restriction on the dates
and subject to any applicable performance conditions (such period during which
restrictions apply is the “Restriction Period”) as follows:


 


The vesting of your Award is conditioned upon your
continued employment with Tree.com or its subsidiaries on each respective
vesting date.


 


[Notwithstanding the foregoing, 100% of your
then-outstanding and unvested portion of your Award 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 only affecting specific
businesses of Tree.com).]


 


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


 

















 


Termination of Employment


 


Upon the Termination of your Employment with Tree.com
or any of its Subsidiaries or Affiliates during the Restriction Period without
cause, any unvested portion RSU Award shall be forfeited and canceled in its
entirety effective immediately upon such Termination of Employment.


 


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.


 


Settlement


 


Subject to your satisfaction of the tax obligations
described immediately below under “Taxes and Withholding,” as soon as
practicable after any RSUs in respect of your Award have vested and are no
longer subject to the Restriction Period (but in no event later than two and a
half months after the end of the fiscal year in which the RSUs vest), such RSUs
shall be settled.  For each RSU settled,
Tree.com shall issue one share of Common Stock for each RSU that has vested.  Notwithstanding the foregoing, Tree.com shall
be entitled to hold the shares or cash issuable to you upon settlement of all
RSUs that have vested until Tree.com or the agent selected by Tree.com to
administer the 2008 Amended Plan (the “Agent”) has received from you (i) a
duly executed Form W-9 or W-8 and (ii) payment for any federal,
state, local or foreign taxes of any kind required by law to be withheld with
respect to such RSUs.


 


Taxes and Withholding


 


No later than the date as of which an amount in
respect of any RSUs first becomes includable in your gross income for federal,
state, local or foreign income or employment or other tax purposes, Tree.com or
its Subsidiaries and/or Affiliates shall, unless prohibited by law, have the
right to deduct any federal, state, local or foreign taxes of any kind required
by law to be withheld with respect to such amount due to you, including
deducting such amount from the delivery of shares or cash issued upon
settlement of the RSUs that gives rise to the withholding requirement.  In the event shares are deducted to cover tax
withholdings, the number of shares withheld shall generally have a Fair Market
Value equal to the aggregate amount of Tree.com’s withholding obligation.  If the event that any such deduction and/or
withholding is prohibited by law, you shall, prior to or contemporaneously with
the vesting of your RSUs, be required to pay to Tree.com, or make arrangements
satisfactory to Tree.com regarding the payment of, any federal, state, local or
foreign taxes of any kind required by law to be withheld with respect to such
amount.


 


Non-Transferability of the RSUs


 


Until such time as your RSUs are ultimately settled,
they shall not be transferable by you by means of sale, assignment, exchange,
encumbrance, pledge, hedge or otherwise.


 


No Rights as a Stockholder


 


Except as otherwise specifically provided in the 2008
Amended Plan, unless and until your RSUs are settled, you shall not be entitled
to any rights of a stockholder with respect to the RSUs (including the right to
vote the underlying shares).  Notwithstanding
the foregoing, if Tree.com 


 


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declares and pays dividends on the Common Stock during
the Restriction Period for particular RSUs in respect of your Award, you will
be credited with additional amounts for each RSU underlying such Award equal to
the dividend that would have been paid with respect to such RSU as if it had
been an actual share of Common Stock, which amount shall remain subject to
restrictions (and as determined by the Committee may be reinvested in RSUs or
may be held in kind as restricted property) and shall vest concurrently with
the vesting of the RSUs upon which such dividend equivalent amounts were paid.


 


Other Restrictions


 


The RSUs 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, the delivery of shares, then in any
such event, the award of RSUs 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 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. 
In the event of (i) any conflict between the Award Notice (or any
information posted on Tree.com’s intranet or given to you directly or indirectly
through the Agent (including information posted on
https://www.benefitaccess.com) and Tree.com’s books and records, or (ii) ambiguity
in the Award Notice (or any information posted on Tree.com’s intranet or given
to you directly or indirectly through the Agent (including information posted
on https://www.benefitaccess.com), Tree.com’s books and records shall control.


 


Amendment


 


Tree.com may modify, amend or waive the terms of your
RSUs, 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.


 


Data Protection


 


The acceptance of your RSUs 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 RSUs 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 


 


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professional and personal data that may be useful or
necessary for the purposes of the administration of your RSUs and/or the 2008
Amended Plan and/or to implement or structure any further grants of equity
awards (if any)).  The acceptance of your
RSUs 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.


 


Section 409A of the Code


 


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 related rules and regulations (“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.


 


Notification of Changes


 


Any changes to these Terms and Conditions shall either
be posted on Tree.com’s intranet 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) after such change becomes
effective.


 


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