Exhibit 10.9


AMENDMENT NO. 1 to SEVERANCE AGREEMENT


          This
Amendment No. 1 (the “Amendment”) to the Severance Agreement dated as of
July14, 2009 (the “Agreement”) between TheStreet.com, Inc., a Delaware
corporation (the “Company”) and Gregory E. Barton (“Barton”) is
entered into by the parties as of March 28, 2011. 


          Pursuant
to this Amendment, the parties hereby agree to amend the Agreement, with such
amendments becoming effective May 16, 2011, as follows: 


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Section 1(a)
 of the Agreement hereby is deleted in its entirety and replaced with the
 following: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “(a) In the
 event that the Company (or Successor (as defined below), if applicable)
 terminates Barton’s employment with the Company (or Successor, as applicable)
 without Cause or Barton voluntarily terminates his employment with the
 Company (or Successor, if applicable) for Good Reason, in either case on or
 before July 14, 2014, then the Company (or Successor, if applicable) shall
 (i) pay Barton an amount equal to six (6) months of Barton’s base salary (at
 the annual rate in effect immediately prior to termination, excluding any
 reduction that would constitute grounds for Barton to terminate his
 employment with Good Reason); and (ii) pay on Barton’s behalf (for a period
 of six (6) months or such lesser period as Barton may elect) the full cost of
 premiums for continuation of any benefits that Barton is eligible under COBRA
 to elect to (and does elect to) continue.” 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Section 1(b)
 of the Agreement hereby is deleted in its entirety and replaced with the
 following: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “(b) For
purposes of this Agreement, (i) “Cause” shall have the same meaning ascribed
to such term in the Letter; (ii) “Good Reason” shall have the same meaning
ascribed to such term in the Letter; and (iii) “Successor” shall mean any
person or entity that acquires all or substantially all of the Company’s
assets or into which the Company is merged or combined with the Company
ceasing to exist (or the successor to any such entity, whether by merger,
assignment or otherwise).”  

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Section 1(c)
 of the Agreement hereby is deleted in its entirety. 

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Section 1(d)
 of the Agreement hereby is amended to replace the phrase “Section 1(a) or
 Section 1(b)” with the phrase “Section 1(a)(i)”. 

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Section 13
 of the Agreement hereby is amended to delete the phrase “, except as
 specified in Section 1(c),”. 

 


1









	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Section 1(a)
 of Exhibit A to the Agreement hereby is amended to add the following to the
 end of the last sentence: “, or (vi) any rights under or in respect of any of
 (A) the agreements dated as of July 14, 2009 and March 28, 2011,
 respectively, related to the grants of restricted stock units, (B) the
 agreement dated as of March 28, 2011 related to the grant of stock options or
 (C) any written agreements that may be executed by the parties after March
 28, 2011 (collectively, the “Applicable Agreements”).” 

 
	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Section 1(c)
 of Exhibit A to the Agreement hereby is amended to add the following to the
 end of the last sentence: “or any other Applicable Agreements.” 

 
	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Except as
 expressly set forth above, the Agreement remains unmodified and in full force
 and effect. 

 
	
  

 	
  

 	
  

 
	
  

 	
 IN WITNESS
 WHEREOF, the parties have executed this Amendment as of the date first above
 written. 

 



THESTREET.COM,
INC. 


	
  

 	
  

 	
  

 	
  

 
	
 By: 

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	

 


 
	
 Name:

 	
  

 	
  

 	
 Gregory
 Barton

 
	
  

 	

 


 	
  

 	
  

 
	
 Title: 

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 


2