Exhibit
10.11


 


RESTRICTED STOCK AWARD AGREEMENT


 


This Restricted Stock Award Agreement (the “Agreement”)
is made between Tree.com, Inc., a Delaware corporation (“Tree.com”), and                                               .


 


Tree.com sponsors the Second Amended and Restated Tree.com, Inc.
2008 Stock and Annual Incentive Plan (the “Plan”).  This Agreement represents an award of Shares
of Restricted Stock under the Plan.  All
capitalized terms used herein, to the extent not defined, shall have the same
meaning as set forth in the Plan.


 


The Shares of Restricted Stock covered by this
Agreement are being awarded subject to the following terms and provisions:


 


1.                                       Subject to the terms and conditions of
the Plan and this Agreement, Tree.com awards to you                               
Shares of Restricted Stock (the “Shares”).


 


2.                                       In order for all or any portion of the
Shares to vest, you must be continuously employed by Tree.com (or any of its
Subsidiaries or Affiliates) to the vesting date on which any applicable
performance conditions are met, as described in Section 3.  The actual number Shares that vest will be
determined based on the extent to which the performance conditions, if any,
described in Section 3 are met.  Nothing
in this Agreement or the 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, subject to the terms of any employment agreement between you and
Tree.com.


 


3.                                       You will earn and become vested in the
Shares in accordance with the conditions of this Section.  Until they become vested, the Shares shall be
subject to cancellation and forfeiture in accordance with Section 5 below.  Until vested, you may not sell, transfer,
pledge, assign or otherwise alienate or hypothecate the Shares (such period
during which restrictions apply is the “Restriction Period”).  Subject to any Performance Goals set forth
below, the Shares shall vest as follows:


 


[Notwithstanding
the foregoing, in the event of a Change in Control, 100% of your
then-outstanding and unvested Shares Award shall vest upon the occurrence of
such Change in Control.]


 


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


 


4.                                       You agree that you shall comply with (or
provide adequate assurance as to future compliance with) all applicable
securities laws and income tax laws as determined by Tree.com with respect to
your receipt of the Shares.  In addition,
you agree that, upon request, you will furnish a letter agreement providing
that (a) you will not distribute or resell any of said shares in violation
of the Securities Act of 1933, as amended, (b) you 


 


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will indemnify and hold Tree.com harmless against all
liability for any such violation and (c) you will accept all liability for
any such violation.


 


5.                                       You acknowledge and agree that upon your
ceasing to be employed by Tree.com or any of its Subsidiaries or Affiliates
during the Restriction Period any unvested Shares at such time will be canceled
and forfeited and returned to Tree.com.  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.  In order to facilitate
the transfer to Tree.com of any Shares pursuant to the terms hereof, you shall
execute the enclosed stock power (Assignment Separate from Certificate).  The stock power may be used by Tree.com to
transfer any unvested Shares to Tree.com in accordance with this Section.  You further hereby irrevocably appoint (which
appointment is coupled with an interest) Tree.com as your agent and
attorney-in-fact to take any necessary or appropriate action to cause Shares to
be returned to Tree.com in accordance with this Section, including without
limitation executing and delivering stock powers and instruments of transfer,
making endorsements and/or making, initiating or issuing instructions or
entitlement orders, all in your name and on your behalf.  Without limiting the foregoing, you expressly
acknowledge and agree that any transfer agent for the Shares is fully
authorized and protected in relying on, and shall incur no liability in acting
on, any documents, instruments, endorsements, instructions, orders or
communications from Tree.com in connection with the Shares or the transfer
thereof, and that any such transfer agent is a third party beneficiary of this
Agreement.


 


6.                                       In the event of any conflict between this
Agreement and the Plan, the Plan shall control; provided, that an action or
provision that is permissive under the terms of the Plan, and required under
this Agreement, shall not be deemed a conflict and this Agreement shall control.  In the event of any ambiguity in this
Agreement, or any matters as to which this Agreement are silent, the Plan shall
govern.


 


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


 


8.                                       Your acceptance of the Shares 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 Shares and/or the 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 the Shares and/or the Plan and/or to implement or
structure any further grants of equity awards (if any)).  The acceptance of the Shares 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.


 


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9.                                       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 the rules and regulations issued
there under (“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.


 


10.                                 In the event any provision of this
Agreement shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Agreement, and the
Agreement shall be construed and enforced as if the illegal or invalid
provision had not been included.  This
Agreement and the Plan, constitutes the final understanding between you and
Tree.com regarding the Shares.  Any prior
agreements, commitments or negotiations concerning the Shares are superseded.


 


11.                                 No stock certificates evidencing Shares
free from a restrictive legend shall be delivered to you until you have paid to
Tree.com the amount that must be withheld with respect to those Shares under
federal, state and local income and employment tax laws (the “Applicable
Withholding Taxes”) or you and Tree.com have made satisfactory arrangements for
the payment of such taxes.  As an
alternative to making a cash payment to satisfy the Applicable Withholding
Taxes, you may elect to (i) deliver shares of Common Stock which you
already own (valued at their Fair Market Value as of the delivery date) in
whole or partial satisfaction of such taxes or (ii) have Tree.com retain
that number of Shares (valued at their Fair Market Value as of the delivery
date) that would satisfy the Applicable Withholding Taxes.


 


IN WITNESS WHEREOF, Tree.com has caused this Agreement
to be executed by its duly authorized officer, and you have hereunto set your
hand, all effective as of the Grant Date listed above.


 


	
   

  	
  TREE.COM,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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ASSIGNMENT SEPARATE FROM CERTIFICATE


(Stock
Power)


 


FOR
VALUE RECEIVED, the undersigned does hereby assign and transfer unto


 


	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Social
  Security or

  	
   

  
	
   

  	
  Taxpayer
  Identification Number:

  	
   

  	
   

  
					



 


                                                
shares of the                                                                                                 
Stock of                                                                                                                            
represented by Certificate No(s).                                                                             
herewith, standing in the name of the undersigned, and does hereby appoint                                                                    
attorney, with full power of substitution, to transfer said shares on the books
of said corporation.


 


	
   

  	
   

  	
  Signature:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: