Employment Agreement (promotion) – Tree.com

Chris Hayek

Senior Vice President & Chief Accounting Officer

Dear Chris:

Congratulations on your recent promotion to Senior Vice President & Chief
Accounting Officer. In relation thereto and in consideration of the mutual
promises contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Tree.com, Inc.
(“Company“) and you hereby agree as follows
(“Agreement“):

1. Your base salary shall be increased to one hundred and eighty thousand
dollars ($180,000), effective as of May 28, 2010. This shall be paid in
accordance with the Company153s normal payroll practices and schedule.

2. Your bonus target shall be thirty percent (30%) of your then-in-effect
base salary at the time bonuses are calculated.

3. You shall receive seven thousand, five hundred (7,500) Restricted Stock
Units (“RSUs”) subject to the provisions of the Second Amended
and Restated Tree.Com, Inc. 2008 Stock and Annual Incentive Plan
(“Plan“). The date of the RSU grant shall be June 28, 2010 and
the grant will have an annual vesting schedule with one third vested on each
anniversary of the date of the grant. In the event of a conflict between this
letter agreement and the RSU award, the terms set forth in the award agreement
and plan should control.

4. In the event your employment is terminated by the Company for reasons
other than cause or substandard performance, the Company will pay severance to
you in an amount equal to your monthly base salary then in effect for a period
of six (6) months after your termination date. Receiving this severance pay is
contingent upon your signing and not revoking the appropriate release document
provided by Company. This severance will be paid on regularly scheduled pay
dates and will be discontinued should you find other employment. If your benefit
under the Company153s normal severance plan in effect at the time is greater due
to your length of service you will be eligible to receive the greater severance
amount.

5. Your employment by the Company is on an “at will” basis. This Agreement
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 without notice.

6. Section 409A of the Internal Revenue Code. This Agreement is not
intended to constitute a “nonqualified deferred compensation plan” within the
meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and
the rules and regulations issued thereunder (“Section 409A”).
Notwithstanding the foregoing, if this Agreement or any benefit paid to you
hereunder is subject to Section 409A and if you are a “Specified Employee” (as
defined under Section 409A) as of the date of your termination of employment
hereunder, then the payment of such benefits, if any, scheduled to be paid
hereunder during the first six (6) month period beginning on the date of a
termination of employment hereunder shall be delayed during such six (6) month
period and shall commence immediately following the end of such six (6) month
period (and, if applicable, the period in which such payments were scheduled to
be made if not for such delay shall be extended accordingly). In no event shall
the Company be required to pay any “gross-up” or other payment with respect to
any taxes or penalties imposed under Section 409A with respect to any benefit
paid hereunder.

If you agree to the terms of this Agreement, please sign and date the
enclosed copy and return it to the undersigned at the above address. By signing
this Agreement, you represent and agree that you have taken advantage of your
right to consult with an attorney or have declined to do so, that you have
carefully read and fully understand all of the provisions of this Agreement and
that you are voluntarily entering into this Agreement.