Exhibit 10.1 


THESTREET.COM, INC. 

AGREEMENT FOR GRANT 

OF 

RESTRICTED STOCK UNITS 

UNDER 

2007 PERFORMANCE INCENTIVE PLAN


March 28, 2011 


Daryl R. Otte 

c/o TheStreet.com, Inc. 

14 Wall Street 

15th Floor 

New York, NY 10005 


Dear Daryl: 


          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 (the “Board”) 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 50,000 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 


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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. 


          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: 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date

 	
  

 	
  

 	
 Number
 of Shares of Common Stock

 
	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 April 1, 2012

 	
  

 	
  

 	
 12,500

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The first calendar day of
 each month from May 1, 2012 to March 1, 2015, inclusive

 	
  

 	
  

 	
 1,042

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 April 1, 2015

 	
  

 	
  

 	
 1,030

 	
  

 



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.
Accelerated Vesting in Certain
Events 


          Notwithstanding
Section 2 of this Letter, any unvested RSUs immediately shall become fully
vested and paid in accordance with Section 4 below upon the earliest to occur
of either of the following: (i) the termination of your employment by the
Company or any subsidiary thereof without Cause (as defined below) or by you
with Good Reason (as defined below) prior to a Change of Control (as defined in
the Plan) if such termination is related to the Change of Control; or (ii) a
Change of Control, unless (A) either (x) the Company is the surviving
corporation in the Change of Control and the award reflected in this Letter is
equitably adjusted pursuant to Section 4.4 of the Plan or (y) the award reflected
in this Letter is assumed or replaced by a Successor (as defined below) and (B)
the award as so adjusted, assumed or replaced (x) has substantially the same
potential economic benefits and vesting terms as did the award immediately
prior to the Change of Control and (y) provides that the award immediately
shall become fully vested and paid upon the termination of your employment (by
the Company or any subsidiary thereof or by a Successor or any affiliate
thereof) without Cause or by you with Good Reason at any time. If you are
employed by a Successor or any affiliate thereof following a Change of Control,
references in this Letter to the Company shall be understood to be references 


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to the Successor or any such
affiliate regarding matters related to the occurrence of non-occurrence of
events from and after the date you become employed by the Successor or such
affiliate. 


          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 CEO (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 of the Company), (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 CEO, 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. 


          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 partner and officer of Montefiore
Partners and, on their behalf, administer its winding down. 


          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. 


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          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 CEO 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. At the Company’s election, the Company may cause there to be deposited, into
a brokerage account in your name, the number of shares represented by your
vested RSU, via DWAC, within the time frame provided in the preceding sentence.
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 (other than as set forth in Section 6), 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 the shares of Common Stock underlying your
RSUs are either delivered hereunder or forfeited under Section 6 and, until three
(3) 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. 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
(or, if such exchange is not open on such day, on the next day such exchange is
open) 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 (or, if such
exchange is not open on such day, on the next day such exchange is open) 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 


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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.
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 April 1, 2015 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 CEO for Cause; (ii) you voluntarily terminate
your employment as CEO without Good Reason prior to April 1, 2015; (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 (2) years after your service as CEO and your Board
membership terminates; 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 (2) 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 


5





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.
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
 (2) 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 any Company or subsidiary
 employees nor by you serving as a reference upon request, and (b) you may
 solicit and hire any one or more former employees of the Company or its
 subsidiaries who had ceased being such an employee for a period of at least
 six (6) months prior to any such solicitation or hiring. 

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Non-Solicitation of
 Clients and Vendors 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 You agree that, during
 your employment by the Company or any subsidiary and through the end of two
 (2) 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, licensee, licensor, third-party service provider or vendor
 (a “Business Relation”)
 of the Company or any subsidiary who was a Business Relation of the Company
 or any subsidiary during your period of employment by the Company or any
 subsidiary to (i) cease being a Business Relation of the Company or any
 subsidiary or (ii) become a Business Relation of a Competing Business unless
 (without you having solicited such third party to cease such relationship)
 such third party ceased being a Business Relation of the Company or any
 subsidiary for a period of at least six (6) 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 

 


6









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 action to enforce its
 rights under this Letter or any other agreement in effect between the
 parties. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 

 


7









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 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. 


          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 


8





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 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 (6) 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 Letter 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
Company 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) the date of your death. 


          If
any provision of this Agreement or of any award of compensation, including
equity compensation or benefits would cause you 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.
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 


9





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 Otte, at his
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. As used herein, a “Successor” shall mean any successor organization that
succeeds to the Company (or to any direct or indirect successor) by merger or
consolidation or operation of law, or by acquisition of all or substantially
all of the assets of the Company (or of any direct or indirect successor).


          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 


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          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 (i) the Change of Control and Severance Agreement between
the Company and you, as amended as of the same date as this Letter and (ii)
award agreements entered into by and between Otte 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.




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          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:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: William R. Gruver

 
	
  

 	
 Title: Compensation
 Committee Chair

 
	
  

 	
  

 	
  

 
	
 AGREED TO AND ACCEPTED:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 
	
 Daryl R. Otte

 	
  

 	
  

 


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