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-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.
14.
COOPERATION AND ASSISTANCE.
EMPLOYEE AGREES TO PROVIDE THE COMPANY
WITH REASONABLE COOPERATION AND ASSISTANCE RELATED TO THE TRANSITION OF HIS JOB
DUTIES AND PROJECTS TO OTHER
6
EMPLOYEES FROM THE DEPARTURE DATE THROUGH THE TERMINATION DATE, INCLUDING, BUT
NOT LIMITED TO, ASSISTANCE WITH COMPANY'S LITIGATION MATTERS.
IN DOING SO,
EMPLOYEE WILL NOT BE REQUIRED TO COME TO THE COMPANY'S OFFICES (UNLESS EMPLOYEE
AND THE COMPANY MUTUALLY AGREE TO DO SO), BUT AGREES TO MAKE HIMSELF READILY
AVAILABLE BY TELEPHONE THROUGH MARCH 31, 2009, AND THEREAFTER TO REASONABLE
TELEPHONE INQUIRIES AND OTHER FORMS OF CORRESPONDENCE FROM THE COMPANY
CONCERNING THE TRANSITION OF HIS JOB DUTIES AND PROJECTS.
EMPLOYEE AGREES TO
USE HIS BEST EFFORTS TO RESPOND TO SUCH INQUIRES WITHIN A REASONABLE PERIOD OF
TIME.
15.
COSTS.
THE PARTIES WILL EACH BEAR THEIR OWN COSTS, EXPERT FEES,
ATTORNEYS' FEES AND OTHER FEES INCURRED IN CONNECTION WITH THIS AGREEMENT.
16.
Default.
In the event Employee has been determined by any court of
law to be default under the provisions of this Agreement Company's obligations
under this Agreement prior to April 11, 2010, Employee shall have deemed to have
forfeited, and shall immediately reimburse Company, for the amount of any
payments paid to or due or owing to Employee pursuant to paragraph 3(a) of this
Agreement
16.
EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS CAREFULLY READ AND
VOLUNTARILY SIGNED THIS AGREEMENT, THAT HE HAS HAD AN OPPORTUNITY TO CONSULT
WITH AN ATTORNEY OF HIS CHOICE, AND THAT HE SIGNS THIS AGREEMENT WITH THE INTENT
OF RELEASING THE COMPANY, ITS AFFILIATES, SUBSIDIARIES AND THEIR RESPECTIVE
SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM ANY AND ALL CLAIMS
TO THE EXTENT SUCH CLAIMS RELATES DIRECTLY OR INDIRECTLY TO EMPLOYEE'S
EMPLOYMENT WITH COMPANY.
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NOW, THEREFORE, Employee and Company have executed this Agreement, freely and
voluntarily, as of the date first written above.
/s/ Bret Violette
(SEAL)
Bret Violette
Sworn to and subscribed before me
this 2 day of February, 2009.
/s/ Robin H. Chandler
Notary Public
My Commission Expires:
May 4, 2010
TREE.COM, INC.
By:
/s/ Doug Lebda
Title:
(CORPORATE SEAL)
Sworn to and subscribed before me
this 2 day of February, 2009.
/s/ Robin H. Chandler
Notary Public
My Commission Expires:
May 4, 2010
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Exhibit A
Tree.com RSUs Vesting Pursuant to Paragraph 3(a)(i)
TREE
15,924 units
Spinco RSUs Vesting Pursuant to Paragraph 3(a)(ii)
IACI
1,111 units
HSNI
444 units
IILG
444 units
TKTM
444 units