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TST > SEC Filings for TST > Form 8-K on 19-Nov-2013All Recent SEC Filings

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Form 8-K for THESTREET, INC.


19-Nov-2013

Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial S


Item 1.01 Entry into a Material Definitive Agreement

On November 14, 2013, TheStreet, Inc, (the "Company") and James Cramer entered into an amended and restated employment agreement with a new four-year term (the "Agreement"). Pursuant to the Agreement, Mr. Cramer will author articles for the Company's publications, provide online video content for the Company's websites, and provide reasonable promotional and other services, subject to his personal and professional availability, effective December 1, 2013 through December 31, 2017.

In consideration for providing these services, Mr. Cramer will receive a royalty based on the total net revenues of certain of the Company's subscription products. The total royalty payment for each calendar year during the term, commencing with 2014, will not be less than $2.5 million. Effective January 1, 2014, the Company will pay Mr. Cramer a monthly draw against the annual royalty payment. To the extent the royalty calculated for a calendar quarter exceeds the sum of the monthly draws actually paid to Mr. Cramer for the same calendar quarter, the Company will pay Mr. Cramer the unpaid portion of the royalty calculated for such calendar quarter within 30 days following the end of such calendar quarter. In addition, during the term of the Agreement, commencing with calendar year 2014, the Company will pay Mr. Cramer an annual license fee in the amount of $300,000 for the use of his name and likeness.

Mr. Cramer will also receive restricted stock units ("RSUs") under the Company's 2007 Performance Incentive Plan worth $3,000,000, as follows: Effective December 2, 2013, Mr. Cramer will be granted RSUs with respect to a number of shares of the Company's common stock, par value $.01 ("Common Stock"), equal to the lesser of (x) 1,000,000 or (y) $3,000,000 divided by the December 2, 2013 closing price for a share of Common Stock, as reported in the Wall Street Journal. This RSU award will be payable in shares of Common Stock and will vest and become payable in 25% installments on December 31 of each of 2014, 2015, 2016 and 2017, subject to Mr. Cramer's continued service through each such vesting date and other terms as set forth in the applicable award agreement. If the value of the first RSU award is less than $3,000,000, then as soon as practicable after January 1, 2014, Mr. Cramer will be granted additional RSUs with respect to a number of shares of Common Stock equal to (x) $3,000,000 less (1,000,000 multiplied by the December 2, 2013 closing price for a share of Common Stock, as reported in the Wall Street Journal) divided by (y) the closing price for a share of Common Stock, as reported in the Wall Street Journal, on the date of grant of the second RSU award. The second RSU award will have the identical vesting and other terms and conditions as the first RSU award. Upon
(i) the consummation of a "change of control" of the Company, (ii) a termination of Mr. Cramer's employment by the Company without "cause" or (iii) Mr. Cramer's resignation for "good reason" (as such terms are defined in the Agreement or the award agreement, as applicable), all of the unvested RSUs held by Mr. Cramer will become fully vested.

Mr. Cramer has agreed that, during the term of the Agreement and, if, during the term of the Agreement, either the Company terminates Mr. Cramer's employment for cause or Mr. Cramer resigns without good reason, for a period of 18 months following such termination of employment, he will not author articles or columns for any other digital financial publication that competes with the Company without first obtaining the Company's consent. In addition, subject to certain exceptions, during the term of the Agreement and for a period of 18 months after the cessation of his employment, he will not solicit for employment, in any business enterprise or activity, any person who was employed by the Company during the six months prior to the cessation of his employment.

The Agreement may be terminated by the Company for cause, by Mr. Cramer for good reason, upon Mr. Cramer's death or disability, or upon the dissolution or liquidation of the Company.


In determining Mr. Cramer's compensation, the Company's Compensation Committee consulted with its independent compensation consultant, Frederick W. Cook. Among other things, the Company and its consultant considered Mr. Cramer's unique role as the founder of the Company, his status as a well-known American television personality and author of financial advice, his development of the Company's brand and the competitive pay for similarly situated individuals. The Compensation Committee determined that the total compensation that may be paid to secure Mr. Cramer's services over the next four years is necessary and appropriate.

Other than as described above, the provisions of Mr. Cramer's prior employment agreement generally continue. The foregoing description of the Agreement is qualified in its entirety by the Agreement, to be filed at a later date.



Item 7.01 Regulation FD Disclosure

On November 19, 2013, the Company issued a press release with respect to the Agreement with Mr. Cramer described in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and in incorporated herein by reference.

The information furnished on this Form 8-K, including the exhibit attached, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number       Description

99.1         Press Release issued by TheStreet entitled "Jim Cramer Renews The
             Street Contract Through 2017" dated November 19, 2013.


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