EXHIBIT 10.45


AMENDMENT NO. 2 to SEVERANCE AGREEMENT


          This
Amendment No. 2 (the “Amendment”) dated as of December 21, 2011 (the “Effective
Date”) amends that certain Severance Agreement dated as of July14, 2009
between TheStreet, Inc., a Delaware corporation (f/k/a TheStreet.com, Inc., the
“Company”) and Gregory E. Barton (“Barton” and, collectively with
the Company, the “Parties”), as previously amended by Amendment No. 1
thereto dated as of March 28, 2011 (as so amended, the “Agreement”).


          Pursuant
to this Amendment, the parties hereby agree to further amend the Agreement, effective
on Effective Date, 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 (the date of such termination, the “Termination Date”),
 then:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 the Company
 (or Successor, if applicable) shall (A) pay Barton an amount equal to nine
 (9) 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 (B) pay on
 Barton’s behalf (for a period of nine (9) 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;
 and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 for purposes
 of determining the number of vested (and, in the case of stock options and
 stock appreciation rights, exercisable) shares of restricted stock, restricted
 stock units, stock options, stock appreciation rights or other stock-based
 awards under each stock-based award agreement outstanding on the Termination
 Date between the Parties (the “Stock-Based Award Agreements”), (X)
 Barton shall be treated on the Termination Date as if his full-time
 employment with the Company had continued through the first anniversary of
 the Termination Date (the “First Anniversary”) and been terminated by
 the Company without cause (as defined in each Stock-Based Award Agreement for
 the purposes of such agreement) immediately thereafter, and (Y) the vesting
 of any shares of restricted stock, restricted stock units, stock options,
 stock appreciation rights or other stock-based awards under the Stock-Based
 Award Agreements that would not have vested (or, in the case of stock options
 and stock appreciation rights, become exercisable) had Barton remained in
 employment through the First Anniversary shall be suspended and such shares
 of restricted stock, restricted stock units, stock options, stock
 appreciation rights or other stock-based awards shall be automatically
 forfeited and expire on the sixth month anniversary of the Termination Date
 (the “Six-Month Anniversary”) unless a definitive agreement, tender
 offer or a letter of intent respecting a Change of Control (as such term is
 defined in TheStreet.com, Inc. 2007 Performance Incentive Plan, as amended
 and restated effective May 27, 2010) transaction 

 













	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 involving
 the Company (a “Change of Control Agreement”) is entered into or
 received (as the case may be) by the Company subsequent to the Effective Date
 but prior to the Six-Month Anniversary, in which case such shares of
 restricted stock, restricted stock units, stock options, stock appreciation
 rights or other stock-based awards shall be automatically forfeited and
 expire on the First Anniversary unless a Change of Control as contemplated by
 the Change in Control Agreement is consummated by the First Anniversary in
 which case such shares of restricted stock, restricted stock units, stock
 options, stock appreciation rights or other stock-based awards shall
 immediately vest (and in the case of stock options or stock appreciation
 rights become immediately exercisable) upon the consummation of the Change of
 Control. Nothing contained herein is intended to adversely affect any of
 Barton’s rights under the Stock-Based Award Agreements.”

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 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,
 INC.

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ William
 R. Gruver

 	
 /s/ Gregory
 Barton

 
	
  

 	

 


 	

 


 
	
  

 	
  

 	
  

 
	
 Name:

 	
 William R.
 Gruver

 	
 Gregory
 Barton

 
	
  

 	
  

 	
  

 
	
 Title:

 	
 Chair,
 Compensation Committee