Exhibit 10.2


 


November 2, 2015


 


John Ferrara


92 White Oak Shade Rd.


New Canaan, CT 06840


 


Dear John,


 


This letter agreement (the
“Agreement”) sets forth the full and complete agreement concerning your separation from employment with TheStreet,
Inc. (together with its subsidiaries and affiliates, the “Company”).


 


1.   Your employment with
the Company, which commenced on February 25, 2013 terminated effective as of the close of business on October 15, 2015. Your current
base salary of $220,000 per annum was continued in accordance with the Company’s regular payroll practices, through October
15, 2015. All applicable amounts were already withheld from you continued salary through your termination date.


 


2.   In consideration of
your acceptance of this Agreement, including the Release set forth in paragraph 3 hereof, and subject to your meeting in full your
obligations under this Agreement, the Company will pay you $18,816.50, which represents the amount you would have received as your
third quarter bonus had you remained a fulltime employee through the bonus payment date (the “Bonus Pay”). In addition,
the Company has agreed to allow you to keep your company issued laptop and iPad. The Company shall make all applicable withholdings
and deductions from payments to you pursuant to paragraph 2 hereof. Such Bonus Pay will be payable within ten business days of
the Effective Date (as defined in section 5 of this Agreement.) The Company will report all Bonus Pay to all appropriate taxing
authorities on an Internal Revenue Service Form W-2. You hereby acknowledge and agree that, other than as specifically set forth
in this Agreement, you are not due any compensation from the Company, including compensation for unpaid salary, bonus, commission,
profit share, severance, accrued or unused vacation or sick time, or in connection with the exercise of stock options or unvested
equity grants. You will not continue to earn vacation or other paid time off after October 15, 2015. As a condition to receiving
the Bonus Pay, you must return to the Company, by no later than October 31, 2015 all Company property (other than the laptop and
iPad) in your possession, including without limitation all copies of all documents, in any media (including without limitation
in printed form or stored magnetically or electronically) that contain Company Information (as defined below).


 




     


     


    

  


3.   In consideration of
the payments and benefits provided to you under this Agreement, to which you would not otherwise be entitled, you, on your own
behalf and on behalf of each of your heirs, executors, administrators, representatives, agents, successors and assigns (collectively,
the “Ferrara Parties”) hereby irrevocably and unconditionally release and forever discharge the Company and its subsidiaries
and affiliates and each of their respective past and present officers, employees, directors, members, managers, partners, shareholders,
representatives and agents (collectively, the “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, including but not limited to, any Claims under the Age Discrimination
in Employment Act, as amended, the Older Worker Benefit Protection Act, as amended, Title VII of the Civil Rights Act of 1964,
as amended, 42 U.S.C. Section 1981, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act,
as amended, the Employee Retirement Income Security Act of 1974, as amended, the Civil Rights Act of 1991, as amended, the Fair
Labor Standards Act, as amended, the Equal Pay Act, as amended, the Occupational Safety and Health Act, as amended, the Consolidated
Omnibus Budget Reconciliation Act, as amended (COBRA), the New York State Human Rights Law, as amended, New York Labor Law, as
amended, New York City Human Rights Law, as amended, and the Administrative Code of the City of New York, and/or any other federal,
state or local statute, ordinance, regulation, constitutional provision or law, or the common law of the United States or of any
state, that the Ferrara Parties may have, or in the future may possess, that occurred, existed or arose on or prior to your execution
of this Agreement; provided, however, that you do not release, discharge or waive any rights to payments and benefits provided
under this Agreement. Nothing in this Release shall affect your rights to any vested benefits under any Company pension plan, if
any, or to enforce your rights under this Agreement. Additionally, you covenant that none of the Ferrara Parties shall bring any
action or proceeding against any of the Company Parties related to any Claim released hereby. Notwithstanding the foregoing, this
Agreement (i) does not extend to those rights which as a matter of law cannot be waived and (ii) does not limit any right any of
the Ferrara Parties may have to file a charge or complaint with any state or federal agency or to participate or cooperate in such
a matter (but you do pursuant to this Agreement waive the right of any of the Ferrara Parties to obtain any monetary damages resulting
from any action or proceeding that may be brought by any state or federal agency). You represent and warrant that you are the sole
and lawful owner of all rights, title and interest in and to every Claim and other matters that are being released hereby and that
no other party has received any assignment or other right of substitution or subrogation to any such Claim or matter. You also
represent that you have the full power and authority to execute this Agreement on behalf of the Ferrara Parties.


 




     


     


    

  


4.   The term "Company
Information" as used in this Agreement means any and all confidential or proprietary information of the Company or the Company
Parties and any and all confidential or proprietary information of any third party disclosed in confidence to the Company or the
Company Parties, including without limitation, technical, business or financial information or trade secrets, the use or disclosure
of which might reasonably be construed to be contrary to the interests of the Company and/or the Company Parties. "Company
Information" shall not include such information as has been previously disclosed to the public by the Company or is disclosed
by you as required by law. You acknowledge and agree that all Company Information is, as between you and the Company, the property
of the Company and that you have no ownership rights in or license to use any Company Information. You represent that you have
at all times maintained all Company Information in strict confidence and you have not disclosed or in any way made use of any Company
Information (except on behalf of the Company in connection with your employment with the Company). You further warrant and agree
that (i) you will keep all Company Information strictly confidential at all times after the termination of your employment with
the Company, and (ii) you will not at any time make use of any Company Information on your own behalf, or on behalf of any third
party. You represent that you have returned or will immediately return to the Company all Company property without limitation,
including your Corporate American Express Card, if any, and all copies of all documents, in any media (including without limitation
in printed form or stored magnetically or electronically) that contain Company Information. Return of all such property is a precondition
to payment of the Bonus Pay set out in paragraph 2 above. After returning to the Company all such Company Information, you shall
delete and destroy any copies of documents in any media that contain Company Information, within your possession or control. Without
limiting the foregoing, you shall be deemed to be in possession or control of property or documents in any media if you are the
owner or lessee, or the lawful designee of such owner or lessee, of any real property on which such Company property (including
documents) is stored or if you are the accountholder, or the lawful designee of the accountholder, of an account with any service
in which such Company property (including documents) is stored (including without limitation any online “storage locker”
service or webmail, telephone or other communications service). You will remain responsible for any expenses or items billed to
any Company credit card, if any. You shall promptly submit to the Company a reimbursement request, with appropriate supporting
documentation, for any outstanding expenses that may be reimbursable in accordance with the Company’s standard policies.
You acknowledge that you have been instructed not to utilize or access, and you agree not utilize or access, any computer or information
systems owned or operated by or for the Company, without receiving the prior express written permission of the Company’s
Chief Executive Officer. In addition, you agree not to contact any vendors or customers of the Company purporting to act on behalf
of the Company, without receiving the prior express written permission of the Company’s Chief Executive Officer. You agree
that if you are contacted by any vendors or customers of the Company on matters related to the Company, you shall inform such party
that you no longer are employed by the Company and shall direct them to contact the Company’s Chief Financial Officer.


 




     


     


    

  


5.   It is understood that
you will have up to twenty-one (21) days from the date you receive this Agreement within which to consider its terms (although
you may sign it at any time during this twenty-one (21) day period). During this time, you are advised to consult an attorney.
Your signature indicates that you have had the opportunity to benefit from that consultation period and are entering this Agreement,
at the time of your execution hereof, freely and voluntarily. You may revoke your signature on this Agreement at any time within
seven (7) days of signing by providing the Company with written notice of your revocation in which case this Agreement shall be
null and void. The terms of this Agreement shall not become effective or enforceable until the eighth (8th) day following the date
you sign it (such date to be the “Effective Date”), provided that you have not given a timely notice of the revocation
of your signature as provided above. The Company will not make any Bonus Payments to you prior to the Effective Date. If the Company
does not receive your signature within twenty-one (21) days from the date you receive this Agreement or if you give timely notice
of the revocation of your signature as provided above, the offer contained in this letter shall be deemed immediately revoked.


 


6.   You agree to keep the
terms of this Agreement confidential except for discussions with your spouse and except as may be required to enforce the Agreement
or to obtain legal or tax advice; provided that you shall instruct your spouse and any legal or tax advisor to maintain the terms
of this Agreement in strict confidence. You agree not to make or publish any disparaging statements about the Company, Company
Parties, or their respective businesses, past or present employees, directors, officers, management, products or services, and
not to cause or suffer others to do so on your behalf. You agree to direct all requests for employment references or inquiries
concerning your employment with and separation from the Company to Ronni Diamant, the Company's Vice President, Human Resources.
You further understand and acknowledge that, consistent with the Company's policy, the Company will only provide prospective employers
with your dates of employment, last position held and last salary.


 


7.   You agree that the Bonus
Pay that you will receive as a result of signing this Agreement, in support of all of the provisions contained herein, will constitute
full payment, satisfaction, discharge, compromise and release of and from all matters for which you (on behalf of each of the Ferrara
Parties) have released the Company and the Company Parties herein. The Company's offer to you is made without prejudice to the
Company and the Company Parties and is not intended to, and shall not be construed as, any admission of liability by the Company
or the Company Parties to you, or of any improper conduct on the part of the Company or the Company Parties, all of which the Company
and the Company Parties specifically deny.


 


8.   In the event that any
one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remainder of the Agreement shall not in any way be affected or impaired thereby and any such provision or
provisions shall be enforced to the fullest extent permitted by law.


 




     


     


    

  


9.   This Agreement constitutes
a complete statement of all the agreement between us, and supersedes all prior oral or written agreements and understandings between
us, concerning the subject matter hereof. Notwithstanding the foregoing, this Agreement does not amend or modify any obligations
you may have (including without limitation any covenants regarding noncompetition, nonsolicitation, nondisparagement and confidentiality)
under any written agreement signed by both you and the Company or any Company policy with respect to such matters. This Agreement
may not be altered or modified other than in a writing signed by you and the Company. You may not assign any of your rights or
obligations under this Agreement without obtaining the express written consent of the Company. Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of each party’s respective successors and permitted assigns. This Agreement
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. You hereby agree that the federal and
state courts situated in New York County, New York will have jurisdiction over any dispute relating to this Agreement and you hereby
irrevocably consent to the in personam jurisdiction of such courts; irrevocably waive any objection to the venue of such courts
or the convenience of such forum with respect to any such dispute; and agree that you shall not bring any action or proceeding
related to this Agreement in any court other than a court situated in New York County, New York. You also agree that the Company,
by contrast, shall have the right to bring suit against you before any court or body with jurisdiction, in connection with any
claim against you (including without limitation any claim seeking to enjoin the use of Company Information or to obtain redress
for such use). You agree that you are not relying on any representations, whether written or oral, not set forth in this Agreement,
in determining to execute this Agreement. The terms of this Agreement shall not be interpreted in favor of or against any party
on account of the draftsperson, but shall be interpreted solely for the purpose of giving effect to the intent of the parties.


 


10.   You understand and
confirm that the agreements, representations, covenants and acknowledgements made by you in this Agreement will survive the execution
of this Agreement and the payment of the Bonus Pay provided for in this Agreement. You further understand and confirm that if you
are found to have made a material misstatement in, or commit a material breach of, any term, condition, covenant, representation
or acknowledgement in this Agreement, the payments of Bonus Pay will cease and you will be obligated to return to the Company any
Bonus Pay already paid to you by the Company. You will further be liable for any damages suffered or incurred by the Company by
reason of such misstatement or breach. In addition, you will be required to return the Bonus Pay to the Company if this Agreement
is determined to be invalid or unenforceable, or if you claim in any forum that the Agreement is invalid or unenforceable. In the
event of any actual or threatened breach by you of any term or provision of this Agreement, the Company will be entitled to recover
from you all costs and expenses, including, without limitation, court costs and reasonable attorneys’ fees, incurred in enforcing
this Agreement.


 




     


     


    

  


11.   This Agreement may
be signed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
Signatures delivered via facsimile or electronically in .pdf format shall be deemed originals for all purposes.


 


If the above sets forth our agreement as you
understand it and consent to it, and you agree to be legally bound hereby, please so signify by executing and dating the enclosed
copy of this Agreement and returning it to Ronni Diamant, Vice President, Human Resources.


 


	Very truly yours,	 
	TheStreet, Inc.	 
	 	 	 
	By:	 	 
	 	Elisabeth DeMarse	 
	 	Chairman & CEO	 


 


	Agreed to and Accepted:	 
	 	 
	 	 
	John Ferrara	 
	 	 	 
	Dated: