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| TSCM > SEC Filings for TSCM > Form 8-K on 13-Mar-2009 | All Recent SEC Filings |
13-Mar-2009
Entry into a Material Definitive Agreement, Termination of a Material Definitive Ag
The information set forth under Item 5.02 of this Current Report on Form 8-K relating to the departure of Thomas J. Clarke, Jr. from TheStreet.com, Inc. (the "Company") and the entry into a separation agreement and mutual release is hereby incorporated in this Item 1.01 by reference.
The information set forth under Item 5.02 of this Current Report on Form 8-K relating to the departure of Mr. Clarke from the Company and the termination of his employment agreement is hereby incorporated in this Item 1.02 by reference.
On March 13, 2009, the Company announced that Mr. Clarke, Chief Executive Officer of the Company, will cease to be an officer and director of the Company effective March 21, 2009 (the "Effective Date").
The Company also announced that Daryl Otte, who has served as a Director of the Company since 2001 and has previously served as the Chairman of the Company's Audit Committee, will assume the role of interim Chief Executive Officer of the Company on the Effective Date and until a permanent replacement is named. Mr. Otte is a founding partner of Montefiore Partners, a venture capital investment fund management firm. Prior to founding Montefiore Partners in 2000, Mr. Otte was senior vice president and member of the executive committee of Ziff-Davis, Inc., a leading media company. During his service at Ziff-Davis from 1995 through 2000, Mr. Otte initiated and managed acquisition and development projects and venture investments, including some of the early commercialization efforts of the Internet.
On March 13, 2009, in connection with Mr. Clarke's departure, the Company and Mr. Clarke entered into a separation agreement and mutual release, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein, whereby, among other things: (a) Mr. Clarke's employment agreement with the Company dated September 13, 2007 and amended on October 24, 2008 (a copy of which agreement and amendment are filed as exhibits 10.10 and 10.11, respectively, to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2008) will be terminated on the Effective Date, except that certain provisions of the employment agreement will survive, including those relating to non-competition, non-solicitation, confidentiality and non-disparagement, (b) Mr. Clarke will make himself available to assist and cooperate with the Company in its transition to his successor, (c) Mr. Clarke will receive shares of stock on a share-for-unit basis in exchange for Mr. Clarke's RSUs granted during his employment and will receive cash payments for phantom shares awarded under the Company's Performance Incentive Plan during his employment. Mr. Clarke will also will be paid over the 12 months following the Effective Date an aggregate amount equal to his most recent annual base salary, payable in accordance with the Company's normal payroll practices, will be paid accrued salary and vacation time through the Effective Date, and will be entitled over the 12 months following the Effective Date to certain medical and insurance benefits equivalent to those most recently provided to him by the Company during his employment, and (d) Mr. Clarke and the Company will mutually release each other in connection with customary matters.
(c) Exhibits.
Exhibit
Number Description
10.1 Separation Agreement and Mutual Release between the
Company and Thomas J. Clarke, Jr. dated March 13, 2009.
99.1 Press Release issued March 13, 2009.
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