Exhibit 10.9


 


[Letterhead
of Tree.com]


 


March 26,
2010


 


Greg
Hanson


Senior
Vice President & General Manager, RealEstate.com & Tree.com


 


Dear
Greg:


 


This
letter is to notify you of a valuable additional benefit for certain employees
of Tree.com, Inc. (“Company”)
that was recently adopted by the Compensation Committee of our Board of
Directors in the event there is a Change of Control at the Company.


 


Should
a Change of Control occur, all Tree.com, Inc. equity issued to you would immediately
fully vest.  (Vesting of equity in other
SpinCos would continue to be subject to the applicable plan and vesting
schedule.)  There is no action you need
to take — the accelerated vesting would automatically occur upon a Change of
Control.


 


In
addition, if there is a Change of Control and you (a) resign for Good
Reason or (b) your employment is terminated without Cause and for reasons
unrelated to performance (and other than as a result of your death or
disability), during the twelve (12) month period following the Change of Control,
you will receive a severance payment of two (2) years of base salary.  This severance payment would replace any
payment under the Company’s general severance plan or other arrangement to
which you would otherwise be entitled.


 


The
severance payment described above is contingent upon your signing a general
release of claims in favor of the Company and such release of claims becoming
irrevocable prior to the date of payment. 
Such release will contain restrictive covenants (substantially in the
form attached) in effect for one year following your termination date including
a non-compete provision and restrictions on solicitation of employees and
customers.


 


This
letter 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 and without notice.


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
  /s/
  Claudette Hampton

  	
   

  
	
   

  	
   

  
	
  Claudette
  Hampton

  	
   

  
	
  Senior
  Vice President, Human Resources

  	
   

  



 


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Definitions


 


For
the purposes of this letter, the following definitions apply:


 


“Cause” means gross negligence in
carrying out your duties for the Company or any breach of fiduciary duties to
the Company, conviction of, or plea of guilty or no contest to any felony, any
act of fraud or embezzlement, material violation of a Company policy or any
unauthorized use or disclosure of confidential information or trade secrets of
the Company or its affiliates, or failure to cooperate in any Company investigation.
Neither bad judgment nor mere negligence nor an act of omission reasonably
believed by you to have been in, or not opposed to, the interests of the
Company, shall constitute examples of gross negligence.


 


“Change of Control” results when: (i) any
person or entity who is not a controlling shareholder as of the date of this
letter becomes a beneficial owner, directly or indirectly, of securities of the
Company representing fifty percent or more of the total voting power of all of
the Company’s then outstanding voting securities, (ii) a merger or
consolidation of the Company in which the Company’s voting securities
immediately prior to the merger or consolidation do not represent, or are not
converted into securities that represent, a majority of the voting power of all
voting securities of the surviving entity immediately after the merger or
consolidation, or (iii) a sale of all or substantially all of the assets
of the Company or a liquidation or dissolution of the Company.  For purposes of defining Change of Control, “Company”
refers to Tree.com, Inc. as a whole and does not apply to events only
affecting specific businesses or subsidiaries of Tree.com, Inc.


 


“Good Reason” means the
occurrence of any of the following without your written consent: (i) a
material adverse change in your title, duties, operational authorities
or reporting responsibilities from those in
effect immediately prior to the Change in Control, excluding for this purpose
any such change that is an isolated and inadvertent action not taken in bad
faith and that is remedied by the Company promptly after receipt of notice
thereof and further excluding a change in your reporting officer due to
internal restructuring, realignment, or the resignation, promotion, demotion,
or a reorganization of managers within the Company, (ii) a material
reduction in your annual base salary, or (iii) a relocation of your
principal place of business more than 50 miles from your current office.


 


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Restrictive Covenants


 


In
consideration of the compensation and other consideration given to you pursuant
to the provisions of this letter, you understand and agree that the purpose of
these covenants is to protect legitimate business interests of the Company, 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 herein 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.


 


1.               Definitions.


The
following capitalized terms shall have the meanings assigned to them below:


i.     “Competitive
Services” means Internet-based loan origination, Internet-based
loan brokerage, Internet-based real estate brokerage services, or any other
services that Company is engaged in as of the date of your termination.


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.


 


2.               Non-solicitation 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.


 


3.               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 


 


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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.


 


4.               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.


 


5.               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.


 


6.               Confidentiality.  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, 


 


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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.


 


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