Exhibit 10.6


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 Thomas Etergino (“Etergino”) 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 Etergino’s employment with the Company (or Successor, as
 applicable) without Cause or Etergino voluntarily terminates his employment
 with the Company (or Successor, if applicable) for Good Reason, in either
 case on or before September 7, 2015, then the Company (or Successor, if
 applicable) shall (i) pay Etergino an amount equal to the greater of the (x)
 Minimum Payment (as defined below) and (y) six (6) months of Etergino’s base
 salary (at the annual rate in effect immediately prior to termination,
 excluding any reduction that would constitute grounds for Etergino to
 terminate his employment with Good Reason); and (ii) pay on Etergino’s behalf
 (for a period of six (6) months or such lesser period as Etergino may elect)
 the full cost of premiums for continuation of any benefits that Etergino is
 eligible under COBRA to elect to (and does elect to) continue. As used
 herein, “Minimum Payment” means the amount, if any, by which (i) one year of
 Executive’s base salary (at the rate in effect immediately prior to
 termination, excluding any reduction that would constitute grounds for
 Etergino to terminate his employment with Good Reason) exceeds (ii) the sum
 of (A) the Accelerated RSU Value (as defined below) plus (B) the amount of
 dividend equivalents to be delivered to Executive by the Company in
 connection with the delivery of shares of the Company’s common stock
 underlying the Accelerated RSUs (as defined below). As used herein,
 “Accelerated RSUs” means the number of RSUs that become vested pursuant to
 Section 3 of the Letter (i.e., the difference between the total number of
 RSUs that become vested pursuant to the Letter and the amount of RSUs that
 became vested, on or prior to the date of Executive’s termination, pursuant
 to Section 2 of the Letter) and “Accelerated RSU Value” means the product of
 (x) the number of Accelerated RSUs multiplied by (y) the fair market value of
 the Company’s common stock on the date of Executive’s termination, as
 determined by the Company pursuant to the provisions of the Company’s 2007
 Performance Incentive Plan.” 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

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

 


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 “(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),”.

 
	
  

 	
  

 	
  

 
	
  

 	
 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 September 7, 2010 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:

 	
  

 	
  

 	
 Thomas
 Etergino

 
	
  

 	

 


 	
  

 	
  

 
	
 Title:

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 


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