Exhibit 10.10


 


CONFIDENTIAL SEVERANCE AGREEMENT
AND RELEASE


 


THIS CONFIDENTIAL SEVERANCE AGREEMENT AND RELEASE (“Agreement”) is made this 2nd day of March,
2010, by and between Robert L. Harris (“Harris”) and
Tree.com, Inc. (“Company”),
with its principal office in Charlotte, NC.


 


WHEREAS, Harris has been employed by the Company as President,
LendingTree, LLC;


 


WHEREAS, Harris and the Company desire to terminate their
employment relationship in an amicable and definitive manner and to settle,
compromise and resolve any and all claims they may have against each other;


 


WHEREAS, Harris’s  last day in
the office is April 16, 2010 and his last day of employment with Company
shall be May 31, 2010 (“Termination
Date”); and


 


WHEREAS, the Company, in exchange for the Release provided
by Harris herein, has agreed to provide Harris with certain additional
compensation which it is not otherwise obligated to provide.


 


NOW, THEREFORE, in consideration of the execution of this
Agreement, and for other good and valuable consideration, the parties hereto
agree as follows:


 


1.             Compensation.  Harris shall perform all normal duties through
April 16, 2010 and the Company will pay to Harris all salary payments and
other compensation due and payable, during the term of employment through and
including the Termination Date. From April 17, 2010 through the
Termination Date, Harris shall provide transition services to Company.


 


2.             Employee Benefits.  From and after May 31, 2010, Harris
shall not have the right to participate in or receive any benefit under any
employee benefit plan of the Company, any fringe benefit plan of the Company,
or any other plan, policy or arrangement of the Company providing benefits or
perquisites to employees of the Company generally or individually.  Provided, however, that Harris shall be
entitled, if otherwise eligible, (i) to exercise his right to continued
coverage under the Company medical benefit plan as provided by the Consolidated
Omnibus Budget Reconciliation Act of 1986, 26 U.S.C. § 490B et seq. (“COBRA”) (and with respect to which
the Company will provide Harris with a separate notice as required by federal
law); and (ii) to elect the payment of benefits to which Harris is
entitled under the Tree.com, Inc. 401(k) Retirement Savings Plan as
provided under the terms of the plan.  Harris’s
rights, if any, under the Tree.com, Inc. 2008 Stock and Annual Incentive
Plan as well as the Terms and Conditions for the 2007 Growth Share 


 


1

















 


Awards shall be determined
in accordance with the terms of the applicable plan documents, including any
amendments.


 


3.             Special Exit
Package.  As consideration for Harris’s acknowledgement
of his termination by Company without cause, his execution of this Agreement
and his assent to its terms and conditions including the performance of
transition services set forth in Section 2, the Company shall 1) on or
before the Termination Date, vest Harris’s Tree.com, Inc. 3,410 Restricted
Stock Units (“RSUs”) that are currently
scheduled to vest on February 6, 2011 as well as 12,812 RSUs that are
currently scheduled to vest on February 17, 2011 and 2,813 RSUs that are
currently scheduled to vest on February 17, 2012, and 2) pay Harris forty
thousand dollars ($40,000) less required applicable deductions in a lump sum
upon execution of this Agreement and after the revocation period set forth in Section 6(b) below.


 


4.             Adequacy of
Consideration.  Harris understands
that the Special Exit Package provided hereunder by the Company is discretionary
in nature, is not an admission of liability by the Company, is not required of
the Company in the absence of this Agreement, and constitutes adequate
consideration for the Agreement.


 


5.             Return of
Property.  Harris
acknowledges that the Company has returned to him all of his personal effects
and property which were in the Company’s possession or control.  Harris further acknowledges and agrees that he
has returned or will return to the Company all property of the Company
(including, but not limited to, computers, cell phones, pagers, keys and access
cards, Company credit cards, and all other Company documents, records and
equipment) which are in Harris’s possession or control, including all copies
and summaries of any of the Company’s confidential or proprietary
information.  Harris further affirms that
he understands his obligation to keep confidential the business and proprietary
information of the Company and that he will not discuss or disclose such
information with anyone.


 


6.    Release.


 


(a) As a material
inducement to the Company to provide the Special Exit Package and any other
consideration described herein, Harris, for himself and his heirs, executors,
administrators and assigns, hereby irrevocably and unconditionally forever
releases and discharges the Company and its predecessors, successors,
affiliates, benefits plans, assigns, and their respective directors, officers,
shareholders, trustees, administrators, employees, representatives and agents
from any and all actual or potential claims, demands, actions, causes 


 


2

















 


of action or liabilities
of any kind or nature, whether known or unknown, including, but not limited to,
all claims related to or arising out of his employment with the Company, whether
based on tort, contract (express or implied) or any federal, state or local
law, statute or regulation, including, but not limited to, claims brought under:
(i) the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; (ii) the
Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq.; (iii) the
Family and Medical Leave Act, 29 U.S.C. § 2611 et seq.; (iv) Title VII of
the Civil Rights Act of 1964, 42 U.S.C. § 2001e et seq., as amended; (v) the
Americans with Disabilities Act, 42 U.S.C. § 12101 et seq.; (vi) the
discrimination or other employment laws of the State of North Carolina; and (vii) any
other claims for personal injury, compensatory or punitive damages or attorneys’
fees.  (This release does not apply to
claims that may arise after the date this Agreement is executed or to any
claims to vested benefits under the employee retirement benefit plan.)


 


(b)  ADEA Claims.  Harris hereby releases and discharges Company,
its subsidiaries, affiliates, and their respective parents, direct or indirect
subsidiaries, divisions, affiliates and related companies or entities, any
predecessors, successors, joint ventures, and parents of any such entity, and
any and all of their respective past or present shareholders, partners,
directors, officers, employees, consultants, independent contractors, trustees,
administrators, insurers, agents, attorneys, representatives and fiduciaries, including
without limitation all persons acting by, through, under or in concert with any
of them (collectively, the “Released Parties”),
from any and all claims, actions and causes of action that he may have against
the Released Parties, as of the date of the execution of this Agreement,
arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), and the applicable rules and
regulations promulgated thereunder. 
Harris acknowledges and understands that ADEA is a federal statute that
prohibits discrimination on the basis of age in employment, benefits and
benefit plans.  Harris specifically
agrees and acknowledges that:  (A) the
release in this Section 6 was granted in exchange for the receipt of
consideration that exceeds the amount to which he would otherwise be entitled
to receive upon termination of his employment; (B) his waiver of rights
under this Agreement is knowing and voluntary as required under the Older
Workers Benefit Protection Act; (C) that he has read and understands the
terms of this Agreement; (D) he has hereby been advised in writing by the
Company to consult with an attorney prior to executing this Agreement; (E) the
Company has given him a period of up to twenty-one (21) days within which 


 


3

















 


to
consider this Agreement, which period shall be waived by his voluntary
execution prior to the expiration of the twenty-one day period and the parties
agree that any changes to the terms or conditions of this Agreement (whether
material or immaterial) will not restart the running of the 21-day period; and (F) following
his execution of this Agreement he has seven (7) days in which to revoke
his release as set forth in this Section 6(b) only and that, if he
chooses not to so revoke, the agreement in this Section 6 shall then
become effective and enforceable and the Special Exit Package shall then be
made to him in accordance with the terms of this Agreement.  To cancel this Agreement, Harris understands
that he must give a written revocation to the Senior Vice President of Human
Resources of the Company at 11115 Rushmore Drive, Charlotte, North Carolina
28277, either by hand delivery or certified mail within the seven (7) day
period.  If he rescinds the Agreement, it
will not become effective or enforceable and he will not be entitled to any
benefits from the Company.


 


7.             Complete Bar.  Harris agrees that the parties released above
in paragraph 6 may plead this Agreement as a complete bar to any action or suit
before any court or administrative body with respect to any claim released
herein.


 


8.             Confidentiality,
Non-disparagement and Continuing Obligations.


 


(a)           Harris agrees, promises, and
covenants that the terms and provisions of this Agreement shall remain and be
kept strictly confidential by him and shall not be disclosed except as provided
herein.  Without the express written
agreement of the Company, or unless required to do so by law, Harris agrees to
take every precaution to disclose this information only to those attorneys,
accountants, governmental entities, and family members who have a reasonable
need to know such information.  To the extent
required by law or applicable regulation, Harris may also disclose the
provisions of this Agreement to the appropriate taxing authorities.  This confidentiality provision applies to and
expressly prohibits all communications by Harris to any person or entity,
including, without limitation, communications to any present, former or future
Company employee.


 


(b)           Harris promises that he will
not make critical, negative or disparaging remarks about the Company, its
affiliates, or their officers, directors, employees or representatives,
including but not limited to comments about any of their products, services,
business or employment practices.


 


4

















 


(c)           Additionally, Harris
acknowledges that, during his employment with the Company, he may have learned
information that is confidential to the Company (“Confidential
Information”).  Such
Confidential Information may have included (among other things): purchasing and
product information; sales and account information; customer information; sales
and marketing plans and strategies; pricing strategies; profit margins; pricing
reports; information concerning claims or potential claims against the Company;
personnel information, and any other information of a similar nature.  Harris agrees that he will not disclose any
Confidential Information to any person (including any Company employee who does
not need to know such Confidential Information), agency, institution, company
or other entity without first obtaining the written consent of the Company.


 


(d)           Harris acknowledges that his
obligations governed by any agreements entered into with Company regarding
rights in intellectual property, non-competition and non-solicitation remain in
effect pursuant to their original terms.


 


9.             No Admission of
Liability.  Harris
understands and agrees that the Company admits no liability with respect to any
claim related to or arising out of the termination of Harris’s employment or
any other matters.


 


10.           References.  Any and all inquiries relating to Harris’s
employment with the Company shall be directed to the Company’s Senior Vice
President, Human Resources.  If asked
about Harris’s employment with the Company, the Company will only provide neutral
information pursuant to Company policy, consisting of dates of employment and
positions held.


 


11.           Entire
Agreement.  This
Agreement contains the entire agreement between the parties and may be modified
only in a writing executed in the same manner as the original Agreement; and no
agreements, representations, or statements of any party not contained herein
shall be binding on such party.


 


12.           Controlling Law.  This Agreement shall be governed by and
construed in accordance with the laws of the state of North Carolina, as they
are applied to contracts made and to be wholly performed in this state,
regardless of choice of law principles to the contrary.  In addition, Harris consents to the
jurisdiction of any North Carolina court over any claims arising under or
relating to this Agreement.


 


13.           Enforcement.  Should any provision of this Agreement be
declared or be determined by any court of competent jurisdiction to be wholly
or partially illegal, invalid, or 


 


5

















 


unenforceable (with the
exception of the release contained in paragraph 6), the legality, validity, and
enforceability of the remaining parts, terms, or provisions shall not be
affected thereby, and said illegal, unenforceable, or invalid part, term, or
provision shall be deemed not to be a part of this Agreement.


 


14.  Costs. The parties will each bear
their own costs, expert fees, attorneys’ fees and other fees incurred in
connection with this Agreement.


 


15.  Acknowledgments.


 


(a)           Harris
acknowledges that he has had ample opportunity to consult with his attorney
prior to his execution of this Agreement, and was encouraged and advised in writing
to do so by the Company.


 


(b)           Harris has
carefully read and fully understands all of the provisions and effects of this Agreement
and he knowingly and voluntarily entered into all of the terms set forth in
this Release.


 


(c)           Harris
knowingly and voluntarily intends to be legally bound by all of the terms set
forth in this Agreement.


 


(d)           Harris relied
solely and completely upon his own judgment or the advice of his attorney in
entering into this Agreement.


 


(e)           Harris’s
signature below evidences his understanding and voluntary waiver of all claims
against the Company.


 


NOW, THEREFORE, Harris and Company have executed this Agreement,
freely and voluntarily, as of the date first written above.


 


6

















 


	
   

  	
  /s/
  Robert L. Harris

  	
   (SEAL)

  
	
   

  	
  ROBERT
  L. HARRIS

  	
   

  



 


Sworn
to and subscribed before me


this
2nd day of March 2010.


 


	
  /s/ Robin H. Chandler

  	
   

  
	
  Notary
  Public

  	
   

  
	
   

  	
   

  
	
  My
  Commission Expires:

  	
  May 4, 2010

  	
   

  
			



 


	
   

  	
   

  
	
   

  	
  LENDINGTREE,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Claudette
  Hampton

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  SVP, Human Resources

  



 


 


	
  (CORPORATE SEAL)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Sworn
  to and subscribed before me

  	
   

  
	
  this
  2nd day of March 2010.

  	
   

  
	
   

  	
   

  
	
  /s/ Robin H. Chandler

  	
   

  
	
  Notary
  Public

  	
   

  
	
   

  	
   

  
	
  My
  Commission Expires:

  	
  May 4, 2010

  	
   

  
			



 


7