Exhibit 10.5
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award Agreement (the "Agreement") is made as of
between Tree.com, Inc., a Delaware corporation ("Tree.com"),
and
.
Tree.com sponsors the Tree.com Amended and Restated 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 meaning as set forth in the Plan.
The Shares of Restricted Stock (the "Shares") covered by this Agreement are
being awarded subject to the following terms and provisions:
1.
SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN, [THE
EMPLOYMENT AGREEMENT BETWEEN YOU AND TREE.COM DATED
(AS
AMENDED) (THE "EMPLOYMENT AGREEMENT")] AND THIS AGREEMENT, TREE.COM AWARDS TO
YOU
SHARES OF RESTRICTED STOCK.
2.
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).
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.
3.
THE SHARES SHALL BECOME EARNED BY, AND VESTED IN, YOU IN
ACCORDANCE WITH 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 VOTE THE SHARES OR SELL, TRANSFER, PLEDGE, ASSIGN OR
OTHERWISE ALIENATE OR HYPOTHECATE THE SHARES (SUCH PERIOD DURING WHICH
RESTRICTIONS APPLY IS THE "RESTRICTION PERIOD").
THE SHARES SHALL VEST AS
FOLLOWS:
Percentage of Total
Vesting Date
Award Vesting
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 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
1
IN ACCORDANCE WITH THIS SECTION.
YOU FURTHER HEREBY