EXHIBIT 10.44


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 September 7,
2010 between TheStreet, Inc., a Delaware corporation (f/k/a TheStreet.com,
Inc., the “Company”) and Thomas Etergino (“Etergino” 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 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 (the date of such termination, the “Termination
 Date”), then:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 the Company
 (or Successor, if applicable) shall (A) pay Etergino an amount equal to the
 greater of (x) the Minimum Payment (as defined below) and (y) nine (9) 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 (B) pay on
 Etergino’s behalf (for a period of nine (9) 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; 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) Etergino 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 Etergino 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 Etergino’s rights
 under the Stock-Based Award Agreements.”

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 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(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/ Thomas
 Etergino

 
	
  

 	

 


 	

 


 
	
  

 	
  

 	
  

 
	
 Name:

 	
 William R.
 Gruver

 	
 Thomas
 Etergino

 
	
  

 	
  

 	
  

 
	
 Title:

 	
 Chair,
 Compensation Committee