Exhibit 10.15
Tree.com, Inc.
Deferred Compensation Plan for
Non-Employee Directors
1.
Purpose
. The
purpose of the Tree.com, Inc. Deferred Compensation Plan for
Non-Employee Directors (the “ Plan ”) is to
provide non-employee directors of Tree.com, Inc. (or any
successor thereto) (the “ Company ”) with an
opportunity to defer Director Fees (as defined in paragraph
4(b) below).
2.
Effective
Date . The Plan shall become
effective on August
, 2008, subject
to approval by the Company’s Board of Directors (the “
Board ”).
3.
Eligibility
. Any
director of the Company who is not an employee of the Company or of
any subsidiary or affiliate of the Company is eligible to
participate in the Plan.
4.
Election to
Defer Compensation .
(a)
Time of
Eligibility . An election to defer
Director Fees by a newly elected director shall be made by such
director within the 30-day period following his or her election to
the Board, which election shall apply only to Director Fees earned
for services performed after the date of such
election. A director who has either (i) not previously
elected to defer Director Fees or (ii) discontinued (or wishes
to modify) a prior election to defer Director Fees may elect to
defer Director Fees (or modify an existing deferral election) by
giving written notice to the Company on or prior to November 1
of each year (or such other date as may be determined from time to
time by the Secretary of the Company in accordance with paragraph
10 of the Plan and in compliance with applicable law). Any
such election shall only apply to Director Fees earned for services
performed during the calendar year following such written
notice. The effectiveness of a given election shall continue
until the participant’s “separation from
service,” as defined under Section 409A of the Internal
Revenue Code of 1986, as amended (the “ Code ”)
and Treasury Regulation §1.409A, from the Company and any
entity that would be treated as a single employer with the Company
under Section 414(b) or 414(c) of the Code (a
“ Separation from Service ”) or until the end of
the calendar year during which the director gives the Company
written notice of its discontinuance or modification, whichever
shall occur first. Any notice of discontinuance or
modification shall operate prospectively from the first day of the
calendar year following the receipt of such written notice by the
Secretary of the Company, and Director Fees payable during any
subsequent calendar year shall either be paid (absent any timely
future deferral election) or deferred in accordance with the terms
of the discontinuance or modified election, as applicable;
provided , however , that Director Fees theretofore
deferred shall continue to be withheld and shall be paid in
accordance with the notice of election pursuant to which they were
withheld. All written notices regarding deferral elections
and/or the discontinuance or modification of prior deferral
elections shall be made on a form prescribed by the
Company.
(b)
Amount of
Deferral . A participant may
elect to defer receipt of all or a specified portion of the cash
fees receivable by such director for services performed as
a
director of the
Company (which amounts shall include fees for services as a member
of one or more Committee(s) of the Board and meeting
attendance fees, if any (among other fees), as and if applicable
from time to time) that are otherwise payable to the director in
cash (the “ Director Fees ”).
(c)
Manner of
Electing Deferral . A participant shall
elect to defer Director Fees by giving written notice to the
Company in a form prescribed by the Company. Such notice
shall include:
(i)
the percentage or
amount of Director Fees to be deferred (the “ Deferred
Fees ”);
(ii)
the allocation of
the Deferred Fees between the “ Cash Fund ” or
“ Share Units ;” and
(iii)
in the case of a
participant’s initial election only, an election of a
lump-sum payment or of a number of annual installments (not to
exceed five) for the payment of the Deferred Fees (plus the amounts
(if any) credited under Section 5), with such lump-sum payment
or the first installment payment occurring on the later of
(A) the calendar year following the calendar year in which the
participant’s Separation from Service occurs (but not earlier
than January 15 th of such year) or (B) the
first day of the seventh month following the date on which the
participant’s Separation from Service occurs (and otherwise
in compliance with applicable law), with any successive annual
installment payments to be made not earlier than January 15
th of each such year. Any payment election made by
a participant in connection with his or her initial election to
participate in the Plan shall apply to all Deferred Fees, whether
covered by the initial deferral election or a subsequent deferral
election; provided, however , that this paragraph
4(c)(iii) shall not preclude subsequent modifications to the
payment election described immediately above that are made in
connection with a participant’s Separation from Service and
in compliance with paragraph (d) below.
(d)
A participant may
change his or her payment election in accordance with the following
requirements:
(i)
Subject to
clauses (ii) and (iii) of this paragraph (d), such
election may not take effect until the twelve (12) month
anniversary of the date the election is made and filed with the
Secretary of the Company using a form prescribed by the
Company;
(ii)
Such lump-sum
payment or the first installment payment shall not be made
less than five (5) years after the date that the
participant’s Deferred Fees (plus the amounts (if any)
credited under Section 5)would have been paid pursuant to
paragraph (c)(iii) above (or such later year if a prior
modification was made pursuant to this paragraph); and
2
(iii)
Any new election
shall not be effective unless made at least twelve (12) months
prior to the year in which the payment of the Deferred Fees (plus
the amounts (if any) credited under Section 5) would otherwise
commence.
5.
Deferred
Compensation Account . The Company shall
establish a book-entry account for each participant to record the
participant’s Deferred Fees (the “ Account
”).
(a)
For Deferred Fees
allocated by the participant to the Cash Fund:
(i)
at the time the
Director Fees would otherwise have been payable, the Account will
be credited with the amount of the Deferred Fees, receipt of which
the participant has elected to defer, and
(ii)
at the end of
each calendar year or terminal portion of a year, the Account will
be credited with deemed interest, at an annual rate equivalent to
the weighted average prime or base lending rate of JP Morgan Chase
Bank (including any successor thereto or such other financial
institution that may be selected from time to time by the Secretary
of the Company in accordance with paragraph 10 of the Plan and in
accordance with applicable law) for the relevant year or portion
thereof (the “ Interest Equivalents ”), upon the
average daily balance in the Account during such year or portion
thereof.
(b)
For
Deferred Fees allocated by the participant to Share
Units:
(i)
at the time the
Director Fees would otherwise have bee
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