THESTREET.COM,
INC.

    AGREEMENT
FOR GRANT

    OF

    RESTRICTED
STOCK UNITS

    UNDER

    2007 PERFORMANCE INCENTIVE
PLAN

     

    July 14,
2009

     

    Gregory
E. Barton

    c/o
TheStreet.com, Inc.

    14 Wall
Street

    15th
Floor

    New York,
NY 10005

      


    Dear
Greg:

     

         
This letter (the “Letter”) sets forth the terms and
conditions of the grant of Restricted Stock Units (“RSUs”) hereby awarded to you by
TheStreet.com, Inc. (the “Company”),
in accordance with the provisions of the Company's 2007 Performance Incentive
Plan (the “Plan”).

     

         
This award is subject to the terms and conditions set forth in the Plan, any
rules and regulations adopted by the Board of Directors of the Company or the
committee of the Board which administers the Plan (the “Committee”)
that are not inconsistent with the provisions of this Letter. Any term used in
this Letter and not defined herein shall have the meaning set forth in the
Plan.

     

         
1.     Grant of RSUs

     

                  You
have been granted 175,000 RSUs. Each RSU represents the right to receive one
share of the Company’s Common Stock (“Common
Stock”) on the applicable vesting date for such RSU. No RSU may be sold,
transferred, assigned, pledged or otherwise encumbered by you; provided that the
foregoing shall not affect your right to name a beneficiary under Section 13 of
the Plan. Until such time as stock certificates for the shares of Common Stock
represented by the RSUs have been delivered to you in accordance with Section 4
below, you shall have none of the rights of a stockholder with respect to the
Common Stock.

     

                  However,
this grant includes the grant of dividend equivalents with respect to your RSUs.
The Company will maintain a bookkeeping account to which it will credit,
whenever dividends (other than stock dividends for which an adjustment is made
to the number of shares of Common Stock subject to the RSUs pursuant to Section
4.4 of the Plan in the same percentage as paid on outstanding Common Stock) or
distributions are paid on the Common Stock, an amount equal to the amount of
such dividend or distribution paid on a share of Common Stock for each of your
then-outstanding RSUs covered by this Letter. The accumulated dividend
equivalents will vest on the applicable vesting date for the RSU with respect to
which such dividend equivalents were credited, and will be paid in cash (or, if
the dividend or distribution is paid in kind, in the same kind) at the time a
stock certificate evidencing the shares represented by such vested RSU is
delivered to you.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


         2.
     Vesting of RSUs

     

                  Your
RSUs will become vested (and paid in accordance with Section 4 below) with
respect to the following number(s) of shares of Common Stock on the following
date(s) as set forth below, provided that you are in the Service (as defined
below) of the Company or one of its subsidiaries on such date and the RSUs have
not been forfeited in accordance with Sections 3 and 6:

     

    
      
        
          
            
              
                
                  
                    	
                            Anniversary of Grant

                          	 	
                            Date  

                          	 	
                            Number of Shares of Common Stock

                          	 
	
                            1st
      Anniversary

                          	 	
                            July
      14, 2010

                          	 	 	17,500	 
	
                            2nd
      Anniversary

                          	 	
                            July
      14, 2011

                          	 	 	17,500	 
	
                            3rd
      Anniversary

                          	 	
                            July
      14, 2012

                          	 	 	17,500	 
	
                            4th
      Anniversary

                          	 	
                            July
      14, 2013

                          	 	 	17,500	 
	
                            5th
      Anniversary

                          	 	
                            July
      14, 2014

                          	 	 	105,000	 


                  

                

              

            

          

        

      

    

    


    For
purposes hereof, you shall be considered to be in the "Service"
of the Company or one of its subsidiaries if you are an employee of the Company
(or one if its subsidiaries, as applicable) on the applicable vesting date.
Except as provided in Sections 3 and 6 below, if your Service terminates for any
reason, the RSUs granted to you which have not vested shall be forfeited upon
such termination of Service.

     

         3.      Termination
of Service; Change of Control

     

    
      	
               
      

            	
              a.

            	
              Upon
      a Change of Control

            


    

     

    In the
event of the consummation of a Change of Control, all of the unvested RSUs held
by you shall become fully vested and be paid in accordance with Section 4
below.

     

    
      	
               
      

            	
              b.

            	
              Upon
      an Involuntary Termination without
Cause

            


    

     

    In the
event your employment with the Company or one of its subsidiaries is terminated
without Cause (as defined below) by the Company or one of its subsidiaries, the
following number of the unvested RSUs held by you shall become fully vested and
be paid in accordance with Section 4 below:  (i) 87,500 RSUs; plus (ii) the number
of RSUs represented by the product of (a) 87,500 multiplied by (b) a fraction,
the numerator of which is the lesser of (I) 730 and (II) the number of calendar
days from and including June 5, 2010, to and including the effective date of the
termination of your employment pursuant to this Section 3(b), and the
denominator of which is 730 (for avoidance of doubt, if the termination of your
employment pursuant to this Section 3(b) occurs prior to June 5, 2010, this
fraction shall be zero); less (iii) the number
of RSUs that had vested prior to the effective date of the termination of your
employment pursuant to this Section 3(b).


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    You or
your legal representatives shall deliver to the Company a written release,
substantially in the form attached hereto as Exhibit A, and the time for
revocation of such release shall have expired, no later than thirty (30) days
following termination of your employment pursuant to this Section 3(b);
provided, however, that such release shall be conditioned on the receipt from
the Company of a release of you, provided that such release from the Company
shall not be such a condition and shall be null and void and of no force or
effect in the event of any act or omission by you that constitutes Cause or that
could be a crime of any kind.  If you fail to deliver such release as
provided in the preceding sentence, then notwithstanding the foregoing, any RSUs
granted pursuant to this Letter that were unvested at the effective date of the
termination of your employment pursuant to this Section 3(b), shall be forfeited
without payment.

     

    For
purposes of this Letter, “Cause”
shall be determined by the Committee in the exercise of its good faith judgment,
in accordance with the following guidelines: (i) your willful misconduct or
gross negligence in the performance of your obligations, duties and
responsibilities as Executive Vice President, Business and Legal Affairs,
General Counsel and Secretary (including those as an employee of the Company set
forth in the Company’s Code of Business Conduct and Ethics dated June 1, 2006,
as same may be amended from time to time provided such amendment affects all
executive officers), (ii) your dishonesty or misappropriation, in either case
that is willful and material, relating to the Company or any of its funds,
properties, or other assets, (iii) your inexcusable repeated or prolonged
absence from work (other than as a result of, or in connection with, a
Disability), (iv) any unauthorized disclosure by you of Confidential Information
or proprietary information of the Company in violation of Section 7(d) which is
reasonably likely to result in material harm to the Company, (v) your conviction
of a felony (including entry of a guilty or nolo contender plea) involving
fraud, dishonesty, or moral turpitude, (vi) a violation of federal or state
securities laws, or (vii) the failure by you to attempt to perform faithfully
your duties and responsibilities as Executive Vice President, Business and Legal
Affairs, General Counsel and Secretary, or other material breach by you of this
Letter, provided any such failure or breach described in clauses (i), (ii),
(iii), (iv), (vi) and (vii) is not cured, to the extent cure is possible, by you
within thirty (30) days after written notice thereof from the Company to you;
provided, however, that no failure or breach described in clauses (i), (ii),
(iii), (iv), (vi) and (vii) shall constitute Cause unless (x) the Company first
gives you written notice of its intention to terminate your employment for Cause
and the grounds of such termination no fewer than ten (10) days prior to the
date of termination; and (y) you are provided an opportunity to appear before
the Board, with or without legal representation at your election to present
arguments on your own behalf and (z) if you elect to so appear, such failure or
breach is not cured, to the extent cure is possible, within thirty (30) days
after written notice from the Company to you that, following such appearance,
the Board has determined in good faith that Cause exists and has not, following
the initial notice from the Company, been cured; provided further, however, that
notwithstanding anything to the contrary in this Letter and subject to the other
terms of this proviso, the Company may take any and all actions, including
without limitation suspension (but not without pay), it deems appropriate with
respect to you and your duties at the Company pending such appearance and
subsequent to such appearance during which such failure or breach has not been
cured. No act or failure to act on your part will be considered “willful” unless
done, or omitted to be done, by you not in good faith and without reasonable
belief that your action or omission was in the best interests of the
Company.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    It shall
not be a violation of your employment with the Company, this Letter or any
agreement to which you are, or may become, a party with the Company for you to,
and you may continue to, serve as a trustee of WisdomTree Trust, provided that
such service does not materially interfere with your ability to perform your
duties to the Company (including without limitation your duty to serve as
Corporate Secretary of the Company).

     

    
      	
               
      

            	
              c.

            	
              Upon
      a Voluntary Termination with Good
Reason

            


    

     

    In the
event you terminate your employment with the Company or one of its subsidiaries
for Good Reason (as defined below), the following number of the unvested RSUs
held by you shall become vested and be paid in accordance with Section 4
below:  (i) 87,500 RSUs; plus (ii) the number
of RSUs represented by the product of (a) 87,500 multiplied by (b) a fraction,
the numerator of which is the lesser of (I) 730 and (II) the number of calendar
days from and including June 5, 2010, to and including the effective date of the
termination of your employment pursuant to this Section 3(c), and the
denominator of which is 730 (for avoidance of doubt, if the termination of your
employment pursuant to this Section 3(c) occurs prior to June 5, 2010, this
fraction shall be zero); less (iii) the number
of RSUs that had vested prior to the effective date of the termination of your
employment pursuant to this Section 3(c).

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    You or
your legal representatives shall deliver to the Company a written release,
substantially in the form attached hereto as Exhibit A, and the time for
revocation of such release shall have expired, no later than thirty (30) days
following termination of your employment pursuant to this Section 3(c);
provided, however, that such release shall be conditioned on the receipt from
the Company of a release of you, provided that such release from the Company
shall not be such a condition and shall be null and void and of no force or
effect in the event of any act or omission by you that constitutes Cause or that
could be a crime of any kind.  If you fail to deliver such release as
provided in the preceding sentence, then notwithstanding the foregoing, any RSUs
granted pursuant to this Letter that were unvested at the effective date of the
termination of your employment pursuant to this Section 3(c), shall be forfeited
without payment.

     

    For
purposes of this Letter, “Good
Reason” shall have the meaning ascribed to such term in Treasury
Regulation Section 1.409A-1(n)(2)(ii), as determined in good faith by the
Committee.

     

    
      	
               
      

            	
              d.

            	
              Upon
      Death or Disability

            


    

     

    In the
event your employment with the Company or one of its subsidiaries is terminated
by reason of your death or Disability (as defined below), a portion or all of
the unvested RSUs held by you shall become vested as provided below in this
Section 3(d) and be paid in accordance with Section 4 below. The portion of the
unvested RSUs that will vest shall be determined by (i) multiplying the full
number of RSUs covered by this Letter by a fraction, the numerator of which
shall be the number of months you were employed by the Company or one of its
subsidiaries after the date of this Letter (up to a maximum of twenty-four
months), and the denominator of which shall be twenty-four, and then (ii)
subtracting from the resulting sum the number of RSUs which had previously
vested. As an example, and for the avoidance of doubt, if a death or Disability
happens one year after the date of this Letter, the net number of RSUs that
would vest under this provision would equal (175,000 x 12/24) – 17,500 (the RSUs
that vested according to their normal annual vesting schedule) =
70,000.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    For
purposes of this Letter, “Disability”
shall mean physical or mental incapacity of a nature which prevents you, in the
good faith judgment of the Committee, from performing your duties and
responsibilities as Executive Vice President, Business and Legal Affairs,
General Counsel and Secretary for a period of 90 consecutive days or 150 days
during any year, with each year under this Letter commencing on each anniversary
of the date hereof.

     

         4.      Delivery
of Common Stock

     

                  Upon
the vesting of your RSUs pursuant to Sections 2 or 3 above, a certificate for
the shares of Common Stock represented by your vested RSUs shall be registered
in your name and delivered to you as soon as practicable, but no later than
thirty (30) days, after each of the vesting dates set forth in Sections 2 and 3.
Common Stock delivered upon the vesting of your RSUs will be fully transferable
(subject to any applicable securities law restrictions) and not subject to
forfeiture, and will entitle the holder to all rights of a stockholder of the
Company.

     

    The Company will use reasonable
commercial efforts to cause its Registration Statement on Form S-8 (or successor
form) filed with the Securities and Exchange Commission covering shares subject
to the Plan to remain effective and current until such times as all of your RSUs
are either delivered hereunder or forfeited under Section 6 and, until three
months after you cease being an “affiliate” of the Company, to maintain a resale
prospectus thereunder (or otherwise register under the Securities Act of 1933,
as amended) the Common Stock underlying your RSUs.

     

         5.
     Income Tax Withholding

     

                  You
will be required to pay, pursuant to such arrangements as the Company may
establish from time to time, any applicable federal, state and local withholding
tax liability at the time that the value of the RSUs and/or related dividend
equivalents becomes includable in your income. In this regard, you will have the
right to elect to have the minimum amount of any required tax withholding with
respect to the vesting of RSUs satisfied by having the Company withhold a number
of shares of Common Stock otherwise deliverable to you in connection with the
vested RSUs having a Fair Market Value equal to such withholding tax
liability.

     

    For purposes of this Letter, “Fair Market
Value” of a share of Common Stock on any date shall be (i) if the
principal market for the Common Stock is a national securities exchange, the
closing sales price per share of the Common Stock on such day as reported by
such exchange or on a consolidated tape reflecting transactions on such
exchange, or (ii) if the principal market for the Common Stock is not a national
securities exchange, the closing average of the highest bid and lowest asked
prices per share of Common Stock on such day as reported by the market upon
which the Common Stock is quoted, or an independent dealer in the Common Stock,
as determined by the Company in good faith; provided, however, that if clauses
(i) and (ii) are all inapplicable, or if no trades have been made and no quotes
are available for such day, the Fair Market Value of the Common Stock shall be
determined by the Committee in good faith by any method consistent with
applicable regulations adopted by the United States Treasury Department relating
to stock options or stock valuation.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


         6.
     Forfeiture Events and Claw-Back

     

    Notwithstanding anything else in this
Letter, all RSUs that have not been paid to you by delivery  (in the
case of your voluntary termination without Good Reason, that have not been
vested rather than have not been delivered) of the underlying shares of Common
Stock as required by Section 4 prior to the fifth anniversary of the date of
grant of these RSUs shall be forfeited without payment (regardless of the vested
status of the RSUs) if any one of the following occurs prior to delivery as
required by Section 4 (vesting, in the case of your voluntary termination
without Good Reason) of the shares of Common Stock underlying the RSUs: (i) the
Company involuntarily terminates your employment as Executive Vice President,
Business and Legal Affairs, General Counsel and Secretary for Cause; (ii) you
voluntarily terminate your employment as Executive Vice President, Business and
Legal Affairs, General Counsel and Secretary without Good Reason prior to the
fifth anniversary of your start date (which start date was June 4, 2009); (iii)
you engage in Competitive Activity (as defined below) with the Company or any of
its subsidiaries during your employment by the Company or any of its
subsidiaries or within two years after your service as Executive Vice President,
Business and Legal Affairs, General Counsel and Secretary; or (iv) you breach
any of the Restrictive Covenants set out in Section 7 within two (2) years after
your cessation of employment with the Company or any subsidiary. The Company
reserves the right (as provided below) to claw-back shares of Common Stock
delivered under this Letter if you engage in Competitive Activity or violate any
of the Restrictive Covenants within two years after the delivery (vesting in the
case of your voluntary termination without Good Reason) of such shares of Common
Stock. If the Committee determines, in its good faith discretion, that all or
some portion of the shares of Common Stock delivered to you will be clawed-back,
then you shall be required to repay to the Company an equal number of shares of
Common Stock to that so delivered to you or, at your option, cash equal to the
Fair Market Value at the date of delivery to you of such shares of Common Stock
or a combination of shares of Common Stock having a Fair Market Value on the
date of repayment equal to the Fair Market Value of such shares at the date of
delivery thereof to you and such cash, in each case reduced by the amount of
taxes paid by you with respect to the vesting, delivery and sale of such shares.
In addition to any other remedy available to the Company under applicable law,
the Company shall have the right to offset any other amounts payable to you by
the amount of any required repayment by you which has not been
repaid.

     

    For purposes of this Letter, “Competitive
Activity” means your service as a director, officer, employee, principal,
agent, stockholder, member, owner or partner of, or you permit your name to be
used in connection with the activities of, any other business or organization
anywhere in the United States, or in any other geographic area in which the
Company or any of its subsidiaries operates or with respect to which the Company
provides financial news and commentary coverage (or from which such other
business or organization provides financial news and commentary coverage of the
United States), which engages in a business that competes with any business in
which the Company or any subsidiary is engaged (a “Competing
Business”; provided, however, that, notwithstanding the foregoing, it
shall not be a Competitive Activity for you to (i) become the registered or
beneficial owner of up to three percent (3%) of any class of capital stock of a
competing corporation registered under the Securities Exchange Act of 1934, as
amended, provided that you do not otherwise participate in the business of such
corporation or (ii) work in a non-competitive business of a company which is
carrying on a Competing Business, the revenues of which represent less than
twenty percent (20%) of the consolidated revenues of that company, or, as a
result thereof, owning compensatory equity in that company).


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


         7.
     Restrictive Covenants

     

    
      	
               
      

            	
              a.

            	
              Non-Solicitation
      of Employees

            


    

     

    You agree
that, during your employment by the Company or any subsidiary and through the
end of two years after your cessation of employment with the Company or any
subsidiary, you will not solicit for employment or hire, in any business
enterprise or activity, any employee of the Company or any subsidiary who was
employed by the Company or a subsidiary during your period of employment by the
Company or a subsidiary provided that (a) the foregoing shall not be violated by
any general advertising not targeted at Company or subsidiary employees nor by
you serving as a reference upon request, and (b) you may solicit and hire former
employees of the Company or its subsidiaries who had ceased being such employees
for a period of at least six months prior to any such solicitation or
hiring.

     

    
      	
               
      

            	
              b.

            	
              Non-Solicit
      of Clients and Vendors

            


    

     

    You agree
that, during your employment by the Company or any subsidiary and through the
end of two years after your cessation of employment with the Company or any
subsidiary, you will not solicit, in any business enterprise or activity, any
client, customer, third-party service provider, or vendor of the Company or any
subsidiary who was such during your period of employment by the Company or a
subsidiary to (i) cease being a client, customer, third-party provider or vendor
of the Company or any subsidiary or (ii) become a client, customer, third-party
provider or vendor of a Competing Business unless (without you having solicited
such person to cease such relationship) such person or entity ceased being a
client, customer, third-party provider or vendor of the Company or any
subsidiary for a period of at least six months prior to such
solicitation.

     

    
      	
               
      

            	
              c.

            	
              Non-Disparagement

            


    

     

    During
your employment by the Company or any subsidiary and indefinitely thereafter,
neither party shall make any statements, written or oral, to any third party
which disparage, criticize, discredit or otherwise operate to the detriment of
you or the Company, its present or former officers, shareholders, directors and
employees and their respective business reputation and/or goodwill, provided,
however, that nothing in this Section 7(c) shall prohibit either party from (i)
making any truthful statements or disclosures required by applicable law
regulation or (ii) taking any action to enforce its rights under this Letter or
any other agreement in effect between the parties.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              d.

            	
              Confidentiality

            


    

     

    
      	
               
      

            	
              1)

            	
              During
      your employment by the Company or any subsidiary and indefinitely
      thereafter, you shall keep secret and retain in strictest confidence, any
      and all Confidential Information relating to the Company, except where
      your disclosure or use of such Confidential Information is in furtherance
      of the performance by you of your duties to the Company and not for
      personal benefit or the benefit of any interest adverse to the Company’s
      interests. For purposes of this Letter, “Confidential
      Information” shall mean any information including without
      limitation plans, specifications, models, samples, data, customer lists
      and customer information, computer programs and documentation, and other
      technical and/or business information, in whatever form, tangible or
      intangible, that can be communicated by whatever means available at such
      time, that relates to the Company’s current business or future business
      contemplated during your employment, products, services and development,
      or information received from others that the Company is obligated to treat
      as confidential or proprietary (provided that such confidential
      information shall not include any information that (a) has become
      generally available to the public or is generally known in the relevant
      trade or industry other than as a result of an improper disclosure by you,
      or (b) was available to or became known to you prior to the disclosure of
      such information on a non-confidential basis without breach of any duty of
      confidentiality to the Company), and you shall not disclose such
      confidential information to any Person (as defined below) other than the
      Company, except with the prior written consent of the Company, as may be
      required by law or court or administrative order (in which event you shall
      so notify the Company as promptly as practicable), or in performance of
      your duties on behalf of the Company. Further, this Section 7(d) shall not
      prevent you from disclosing Confidential Information in connection with
      any litigation, arbitration or mediation to enforce this Letter or other
      agreement between the parties, provided such disclosure is necessary for
      you to assert any claim or defense in such
  proceeding.

            


    

     

    
      	
               
      

            	
              For
      purposes of this Letter, “Person”
      shall mean an individual, corporation, partnership, limited liability
      company, limited liability partnership, association, trust or other
      unincorporated organization or
entity.

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              2)

            	
              Upon
      your termination of employment for any reason, you shall return to the
      Company all copies, reproductions and summaries of Confidential
      Information in your possession and use reasonable efforts to erase the
      same from all media in your possession, and, if the Company so requests,
      shall certify in writing that you have done so, except that you may retain
      such copies, reproductions and summaries during any period of litigation,
      arbitration or mediation referred to in Section 7(d)(1). All Confidential
      Information is and shall remain the property of the Company (or, in the
      case of information that the Company receives from a third party which it
      is obligated to treat as confidential, then the property of such third
      party); provided, you shall be entitled to retain copies of (i)
      information showing your compensation or relating to reimbursement of
      expenses, (ii) information that is required for the preparation of your
      personal income tax return, (iii) documents provided to you in your
      capacity as a participant in any employee benefit plan, policy or program
      of the Company and (iv) this Letter and any other agreement by and between
      you and the Company with regard to your employment or termination
      thereof.

            


    

     

    
      	
               
      

            	
              3)

            	
              All
      Intellectual Property (as hereinafter defined) and Technology (as
      hereinafter defined) created, developed, obtained or conceived of by you
      during your employment, and all business opportunities presented to you
      during your employment, shall be owned by and belong exclusively to the
      Company, provided that they reasonably relate to any of the business of
      the Company on the date of such creation, development, obtaining or
      conception, and you shall (i) promptly disclose any such Intellectual
      Property, Technology or business opportunity to the Company, and (ii)
      execute and deliver to the Company, without additional compensation, such
      instruments as the Company may require from time to time to evidence its
      ownership of any such Intellectual Property, Technology or business
      opportunity. For purposes of this Letter, (x) the term “Intellectual
      Property” means and includes any and all trademarks, trade names,
      service marks, service names, patents, copyrights, and applications
      therefor, and (y) the term “Technology”
      means and includes any and all trade secrets, proprietary information,
      invention, discoveries, know-how, formulae, processes and
      procedures.

            


    

     

    The
parties acknowledge that the restrictions contained in this Section 7 are a
reasonable and necessary protection of the immediate interests of the Company,
and any violation of these restrictions could cause substantial injury to the
Company and that the Company would not have entered into this Letter, without
receiving the additional consideration offered by you in binding yourself to any
of these restrictions. In the event of a breach or threatened breach by you of
any of these restrictions, the Company shall be entitled to apply to any court
of competent jurisdiction for an injunction restraining you from such breach or
threatened breach; provided, however, that the right to apply for an injunction
shall not be construed as prohibiting the Company from pursuing any other
available remedies for such breach or threatened breach.
 

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


         8.
     No Guarantee of Continuation of
Service

     

                  This
grant of RSUs does not constitute an assurance of continued Service for any
period or in any way interfere with the Company’s right to terminate your
Service.

     

         9.
     Administration

     

                  The
Committee has the sole power to exercise its good faith judgment to interpret
the Plan and this Letter and to act upon all matters relating this grant to the
extent provided in the Plan and not inconsistent with the terms of this Letter.
Any decision, determination, interpretation, or other action taken pursuant to
the provisions of the Plan and this Letter by the Committee shall be final,
binding, and conclusive.

     

         10.
     Section 409A

     

                 Notwithstanding
any provision of the Plan or this grant to the contrary, if you are a “specified
employee” as determined by the Board of Directors or the Committee, in
accordance with Section 409A of the Internal Revenue Code of 1986, as amended or
any regulations or Treasury guidance promulgated thereunder (“Section 409A”),
you shall not be entitled to any payments of amounts which constitute deferred
compensation within the meaning of Section 409A upon a termination of your
employment until the earlier of (i) the date which is six months after your
termination of employment for any reason other than death (except that during
such six (6) month period you may receive total payments from the Company that
do not exceed the amount specified in Treas. Reg. Section 1.409A-1(b)(9) or that
constitute a short-term deferral within the meaning of Section 409A), or (ii)
the date of your death.

     

                 Notwithstanding
any provision of the Plan or this grant to the contrary, to the extent any
compensation or award which constitutes deferred compensation within the meaning
of Section 409A shall vest upon the occurrence of a Change of Control and such
Change of Control does not constitute a “change in the ownership or effective
control” or a “change in the ownership or a substantial portion of the assets”
of the Corporation within the meaning of Section 409A, then notwithstanding
such vesting, payment will be made to you on the earliest of (i) your
“separation from service” with the Company (determined in accordance with
Section 409A) or, if you are a specified employee within the meaning of
Section 409A, such later date as provided in the preceding paragraph,
(ii) the date payment otherwise would have been made, or (iii) your
death.

     

    If any
provision of this Agreement or of any award of compensation, including equity
compensation or benefits would cause Barton to incur any additional tax or
interest under Section 409A, the parties agree to negotiate in good faith to
reform such provision in such manner as to maintain, to the maximum extent
practicable, the original intent and economic terms of the applicable provision
without violating the provisions of Section 409A.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


         11.
     Amendment

     

                 The
Committee may from time to time amend the terms of this grant in accordance with
the terms of the Plan in effect at the time of such amendment, but no amendment
which is unfavorable to you can be made without your written
consent.

     

                 The
Plan is of unlimited duration, but may be amended, terminated or discontinued by
the Board of Directors of the Company at any time. However, no amendment,
termination or discontinuance of the Plan will unfavorably affect this
grant.

     

                  Notwithstanding
the foregoing, the Committee expressly reserves the right to amend the terms of the
Plan and this grant with your consent which shall not be unreasonably withheld
to the extent it determines that such amendment is necessary or desirable for an
exemption from or compliance with the distribution, acceleration, and election
requirements of Section 409A of the Code.

     

         12.
     Notices

     

    Unless
otherwise provided herein, any notice, exercise of rights or other communication
required or permitted to be given hereunder shall be in writing and shall be
given by overnight delivery service such as Federal Express or personal delivery
against receipt, or mailed by registered or certified mail (return receipt
requested), to the party to whom it is given at, in the case of the Company,
Compensation Committee Chair, TheStreet.com, Inc., 14 Wall Street, 15th Floor,
New York, NY 10005, or, in the case of you, at your principal residence address
as then reflected on the records of the Company or such other address as such
party may hereafter specify by notice to the other party hereto. Any notice or
other communication shall be deemed to have been given as of the date so
personally delivered or transmitted by telecopy or like transmission or on the
next business day after sent by overnight delivery service for next business day
delivery or on the fifth business day after sent by registered or certified
mail.

      


         13.
     Representations

     

    The
Company hereby represents and warrants that the execution and delivery of this
Letter and the performance by the Company of its obligations hereunder have been
duly authorized by all necessary corporate action of the Company.

     

         14.
     Amendment

     

    This
Letter may be amended only by a written agreement signed by the parties
hereto.

      


         15.
     Binding Effect

     

    This
Letter shall be binding upon and inure to the benefit of the Company and any
successor organization which shall succeed to the Company by merger or
consolidation or operation of law, or by acquisition of all or substantially all
of the assets of the Company.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


         16.
     Governing Law

     

    This
Letter shall be governed by and construed in accordance with the internal laws
of the State of New York applicable to contracts to be performed wholly within
the state and without regard to its conflict of laws provisions that would defer
to the laws of another jurisdiction, except to the extent the laws of the State
of Delaware mandatorily govern.

     


         17.
     Severability

     

    If any
provision of this Letter shall for any reason be held invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions hereof shall not be affected or impaired thereby. Moreover, if any
one or more of the provisions of this Letter shall be held to be excessively
broad as to duration, activity or subject, such provisions shall be construed by
limiting and reducing them so as to be enforceable to the maximum extent
allowable by applicable law. To the extent permitted by applicable law, each
party hereto waives any provision of law that renders any provision of this
Letter invalid, illegal or unenforceable in any way.

     


         18.
     Execution in Counterparts

     

    This
Letter may be executed in one or more counterparts, each of which shall be
deemed to be an original and all of which shall constitute one and the same
instrument.

      


         19.
     Entire Agreement

     

    This
Letter, together with the Change of Control and Severance Agreement between the
Company and you dated the same date as this Letter and award agreements entered
into by and between you and the Company with respect to outstanding incentive
awards and incentive awards granted on or before the date hereof, sets forth the
entire agreement, and supersedes all prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof
and thereof.

      


         20.
     Titles and Headings

     

    Titles
and headings to Sections herein are for purposes of reference only, and shall in
no way limit, define or otherwise affect the meaning or interpretation of any of
the provisions of this Letter.

     


         21.
     Consent to Jurisdiction

     

    The
parties hereto each hereby irrevocably submit to the exclusive jurisdiction of
any New York State or Federal court sitting in the Borough of Manhattan, City of
New York in any action or proceeding to enforce the provisions of this Letter,
and waives the defense of inconvenient forum to the maintenance of any such
action or proceeding.

    ______________________

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    This
Letter contains the formal terms and conditions of your award and accordingly
should be retained in your files for future reference. The Company may require
you to provide evidence of your acknowledgment of this Letter using such means
of notification as may be communicated to you by the Company or its service
provider.

     

    
      
        
          	 
      	 	
                  Very
      truly yours, 

                
	 
      	 	 
      
	 
      	 	
                  THESTREET.COM,
      INC. 

                
	 
      	 	 
      
	 
      	 	
                  By:  

                	
                  /s/ Daryl Otte

                
	 
      	 	
                  Name:
      Daryl Otte

                  Title:
      Chief Executive Officer

                
	 
      	 	 
      
	
                  AGREED
      TO AND ACCEPTED:

                	 	 
      
	 
      	 	 
      
	
                  /s/ Gregory Barton

                	 	 
      
	
                  Gregory
      E. Barton

                	 	 
      


        

      

    

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    EXHIBIT
A

    


    Form of
Release

     

    This
Release (this “Release”) is entered into by Gregory E. Barton (“Barton”) and
TheStreet.com, Inc., a Delaware corporation (the “Company”), effective as of
[DATE] (the “Effective Date”).

     

    In
consideration of the promises set forth in the Agreement for Grant of Restricted
Stock Units Under 2007 Performance Incentive Plan between Barton and the
Company, dated as of July 14, 2009 (the “Agreement”), Barton and the Company
agree as follows:

     

    1.          
General
Releases and Waivers of Claims.

     

    (a)  Barton’s Release of
Company. In consideration of the payments and benefits provided to Barton
under the Agreement and after consultation with counsel, Barton on behalf of
himself and each of his respective heirs, executors, administrators,
representatives, agents, successors and assigns (collectively, the “Barton
Parties”) hereby irrevocably and unconditionally release and forever discharge
the Company and its subsidiaries and affiliates and each of their respective
officers, employees, directors, shareholders and agents (“Company Parties”) from
any and all claims, actions, causes of action, rights, judgments, fees and costs
(including attorneys’ fees), obligations, damages, demands, accountings or
liabilities of whatever kind or character (collectively, “Claims”), including,
without limitation, any Claims based upon contract, tort, or under any federal,
state, local or foreign law, that the Barton Parties may have, or in the future
may possess, arising out of any aspect of Barton’s employment relationship with
and service as an employee, officer, director or agent of the Company, or the
termination of such relationship or service, that occurred, existed or arose on
or prior to the date hereof; provided, however, that Barton does not release,
discharge or waive (i) any rights to payments and benefits provided under the
Agreement, (ii) any right Barton may have to enforce this Release or the
Agreement, (iii) Barton’s eligibility for indemnification in accordance with the
Company’s certificate of incorporation, bylaws or other corporate governance
document, any applicable insurance policy or any contract or provision to which
Barton is a party or as to which Barton otherwise is entitled to indemnification
benefits, with respect to any liability he incurred or might incur as an
employee, officer or director of the Company, (iv) any claims for accrued,
vested benefits under any employee benefit or pension plan of the Company
Parties subject to the terms and conditions of such plan and applicable law
including, without limitation, any such claims under COBRA or the Employee
Retirement Income Security Act of 1974, or (v) any rights under or in respect of
that certain Severance Agreement between Barton and the Company, dated as of
July 14, 2009 (the “Severance Agreement”).

     

    (b) Executive’s Specific Release
of ADEA Claims. In further consideration of the payments and benefits
provided to Barton under the Agreement, Barton on behalf of himself and the
other Barton Parties hereby unconditionally release and forever discharge the
Company Parties from any and all Claims that the Barton Parties may have as of
the date Barton signs this Release arising under the Federal Age Discrimination
in Change of Control and Severance Act of 1967, as amended, and the applicable
rules and regulations promulgated thereunder (“ADEA”). By signing this Release,
Barton hereby acknowledges and confirms the following: (i) Barton was
advised by the Company in connection with his termination to consult with an
attorney of his choice prior to signing this Release and to have such attorney
explain to him the terms of this Release, including, without limitation, the
terms relating to his release of claims arising under ADEA, and Barton has in
fact consulted with an attorney; (ii) Barton was given a period of not
fewer than 21 days to consider the terms of this Release and to consult with an
attorney of his choosing with respect thereto; and (iii) Barton knowingly
and voluntarily accepts the terms of this Release. Barton also understands that
he has seven (7) days following the date on which he signs this Release
within which to revoke the release contained in this paragraph, by providing the
Company a written notice of his revocation of the release and waiver contained
in this paragraph.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    (c)  Company’s Release of
Executive. The Company for itself and on behalf of the Company Parties
hereby irrevocably and unconditionally release and forever discharge the Barton
Parties from any and all Claims, including, without limitation, any Claims based
upon contract, tort, or under any federal, state, local or foreign law, that the
Company Parties may have, or in the future may possess, arising out of any
aspect of Barton’s employment relationship with and service as an employee,
officer, director or agent of the Company, or the termination of such
relationship or service, that occurred, existed or arose on or prior to the date
hereof, excepting (i) any Claim which would constitute or result from conduct by
Barton that constituted the basis for termination for Cause under the Agreement
or could be a crime of any kind. Anything to the contrary notwithstanding in
this Release, nothing herein shall release Barton or any other Executive Party
from any Claims based on any right the Company may have to enforce this Release
or the Agreement, or (ii) any rights under Sections 6 (other than clauses (i)
and (ii) thereof) or 7 of the Agreement, or (iii) any rights arising under or in
respect of the Severance Agreement.

     

    (d)  No Assignment. The
parties represent and warrant that they have not assigned any of the Claims
being released under this Release.

     

    2.          
Proceedings. Neither Barton nor the Company have
filed, any complaint, charge, claim or proceeding against the other party before
any local, state or federal agency, court or other body relating to Barton’s
employment or the termination thereof (each, individually, a
“Proceeding”).

     

    3.          
Remedies.

     

    (a)  In
the event Barton initiates or voluntarily participates in any Proceeding
involving any of the matters waived or released in this Release, or if he fails
to abide by any of the terms of this Release, or if he revokes the ADEA release
contained in Paragraph 1(b) of this Release within the seven-day period
provided under Paragraph 1(b), the Company may, in addition to any other
remedies it may have, reclaim any amounts paid to him, and terminate any
benefits or payments that are due, pursuant to the termination provisions of the
Agreement, without waiving the release granted herein. In addition, in the event
that Barton has failed to comply with Sections 6 and/or 7 of the Agreement
(other than as a result of an unintentional and immaterial disclosure of
confidential information), the Company may, in addition to any other remedies it
may have, to the extent permitted in the Agreement reclaim any amounts paid to
him pursuant to the Agreement, without waiving the release granted herein.
Barton acknowledges and agrees that the remedy at law available to the Company
for breach of any of his post-termination obligations under the Agreement or his
obligations herein would be inadequate and that damages flowing from such a
breach may not readily be susceptible to being measured in monetary terms.
Accordingly, Barton acknowledges, consents and agrees that, in addition to any
other rights or remedies that the Company may have at law or in equity, the
Company shall be entitled to seek a temporary restraining order or a preliminary
or permanent injunction, or both, without bond or other security, restraining
Barton from breaching his post-termination obligations under the Agreement or
his obligations hereunder. Such injunctive relief in any court shall be
available to the Company, in lieu of, or prior to or pending determination in,
any arbitration proceeding.

     

    (b)  Barton
understands that by entering into this Release he will be limiting the
availability of certain remedies that he may have against the Company and
limiting also his ability to pursue certain claims against the
Company.

     

    (c)  The
Company acknowledges and agrees that the remedy at law available to Barton for
breach of any of its post-termination obligations under the Agreement or its
obligations hereunder would be inadequate and that damages flowing from such a
breach may not readily be susceptible to being measured in monetary terms.
Accordingly, the Company acknowledges, consents and agrees that, in addition to
any other rights or remedies that Barton may have at law or in equity, Barton
shall be entitled to seek a temporary restraining order or a preliminary or
permanent injunction, or both, without bond or other security, restraining the
Company from breaching its post-termination obligations under the Agreement or
its obligations hereunder. Such injunctive relief in any court shall be
available to Barton, in lieu of, or prior to or pending determination in, any
arbitration proceeding.

     

    (d)  The
Company understands that by entering into this Release it will be limiting the
availability of certain remedies that it may have against Barton and limiting
also its ability to pursue certain claims against Barton.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    


    4.           Severability
Clause. In the event any
provision or part of this Release is found to be invalid or unenforceable, only
that particular provision or part so found, and not the entire Release, will be
inoperative.

     

    5.         
 Nonadmission. Nothing contained in this Release
will be deemed or construed as an admission of wrongdoing or liability on the
part of the Company or Barton.

     

    6.          
Governing
Law. All matters affecting
this Release, including the validity thereof, are to be governed by, and
interpreted and construed in accordance with, the laws of the New York
applicable to contracts executed in and to be performed in that
State.

     

    7.          
Notices. All notices or communications
hereunder shall be made in accordance with Section 3 of the
Agreement.

     

    BARTON
ACKNOWLEDGES THAT HE HAS READ THIS RELEASE AND THAT HE FULLY KNOWS, UNDERSTANDS
AND APPRECIATES ITS CONTENTS, AND THAT HE HEREBY EXECUTES THE SAME AND MAKES
THIS RELEASE AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND
OF HIS OWN FREE WILL.

     

    IN
WITNESS WHEREOF, the parties have executed this Release as of _______________,
20__.

     

    
      
        
          	 
      
	
                  Gregory
      E. Barton

                
	 
      	 
      
	
                  THESTREET.COM,
      INC.

                
	 
      	 
      
	
                  By:

                	 
      
	
                  Name:  

                	 
      
	
                  Title:

                	 
      


        

      

    


    
      
         


      

      
        17