Peyree Scott bought TREE

Footnotes

Performance vested restricted stock units convert into common stock on a one-for-one basis.; These performance vested restricted stock units shall vest upon the Company's achievement of specified price hurdles during the three-year period after the grant date, as follows: (1) at a price of $75.00, 1/2 of the performance vested restricted stock units, of which 1/2 will vest upon the later to occur of either the achievement of the price hurdle or the one-year anniversary of the grant date, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle; (2) at a price of $90.00, 1/2 of the performance vested restricted stock units, of which 1/2 will vest upon the later to occur of either the achievement of the price hurdle or the one-year anniversary of the grant date, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle. Vesting would also accelerate upon death or disability of Mr. Peyree and upon change in control of the Company, in each case subject to meeting performance conditions.; (Continued from F2) The price hurdle shall be deemed "achieved" if during the performance period, there is a date on which (with respect to 90 trading days immediately preceding such date) the average closing stock price during such 90-trading-day period of the Company's common stock equaled the applicable price hurdle stock price. If the stock price is above $60 at the end of three year performance period (or date of death or disability of Mr. Peyree or change in control of the Company) but less than $75 or $90, as applicable, a number of additional RSUs will performance vest based on interpolation on straight line basis within the applicable tranche will occur (i.e., first tranche if stock price is above $60 and below $75 or second tranche if stock price is above $75 but below $90).; (Continued from F3) To the extent that any performance vested restricted stock units do not become vested by the third anniversary of the Award Date, any such unvested performance vested restricted stock units shall be immediately forfeited.