Exhibit 10.1


Ms. Elisabeth
DeMarse


Dear
Elisabeth, 


                    We are
pleased to extend to you an offer of employment with TheStreet, Inc. (“we,”
“us,” the “Company”) on the terms described below:


1. POSITIONS: You will serve in a full-time capacity as President and
Chief Executive Officer of the Company and its subsidiaries. You will be
appointed to the Company’s Board of Directors (the “Board”), as a Class II
director, effective upon the resignation of Daryl Otte from such position,
which is anticipated to occur prior to the close of business on March 7, 2012.


2. START DATE: You will commence employment with the Company effective
prior to the close of business on March 7, 2012 (the “Start Date”). The Company
may publicly announce your hiring at any time subsequent to your execution of
the letter. 


3. COMPENSATION: You will be paid a base salary of four hundred
thousand dollars ($400,000) per annum, which will be reviewed annually for
potential increase at the discretion of the Compensation Committee of the Board
(the “Compensation Committee”). You will not have any target annual cash
incentive bonus.


4. BENEFITS: You will be eligible to participate in any employment
benefits plans provided by the Company, subject to the terms, conditions and
eligibility requirements of any relevant benefits plan documents. At present,
these benefits include, but are not limited to, group medical, dental and
vision plans, 100% Company-paid coverage under the Company’s life insurance,
short-term disability and long-term disability plans (subject to applicable
waiting periods) and four (4) weeks of paid vacation annually (prorated for any
partial year). You also will have the opportunity to participate in the
Company’s 401(k) savings, flexible spending account, and dependent care account
and transit benefits plans, subject to the terms, conditions and eligibility
requirements of such plans. The Company
reserves the right to amend or terminate any of its benefit programs at any
time with or without notice in its sole discretion.


5. SIGN-ON BONUS: On the Start Date, you shall be paid a sign-on bonus
(the “Sign-On Bonus”) of two hundred thousand dollars ($200,000). In the event
that, within two (2) years of the Start Date, you resign your employment with
the Company for any reason or the Company terminates your employment for Cause
(as defined in the Severance Agreement (as defined below)), then, within thirty
(30) days of such resignation or termination, you shall repay to the Company a
percentage of the Sign-On Bonus, in accordance with the following schedule:


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 Date Resignation

 or Termination

 Occurs

 	
  

 	
 Percentage

 of Sign-On

 Bonus

 Subject to

 Repayment

 
	

 


 	
  

 	

 


 
	
 Prior to the 1 year anniversary of the Start Date

 	
  

 	
 100%

 
	
 On or after the 1 year anniversary of the Start Date but prior to the
 two year anniversary of the Start Date

 	
  

 	
 50%

 
	
 On or after the 2 year anniversary of the Start Date

 	
  

 	
 0%

 


No repayment of the Sign-On Bonus will be required if your employment
terminates as a result of your death or Disability (as defined in the
Non-Qualified Stock Option Agreement (as defined below)).


6. OPTION GRANTS: On the Start Date, you shall be granted an option to
purchase an aggregate of one million seven hundred and fifty thousand
(1,750,000) shares of the Company’s common stock, as follows: (i) you shall be
granted an option to purchase one million five hundred and twenty-five thousand
three hundred and sixty (1,525,360) shares of the Company’s common stock (the
“Non-Qualified Stock Option”), pursuant to the terms and conditions of a stock
option agreement in the form attached hereto as Exhibit A (the “Non-Qualified
Stock Option Agreement”) and (ii) you shall be granted an option to purchase
two hundred and twenty-four thousand six hundred and forty (224,640) shares of
the Company’s common stock (the “Incentive Stock Option”), pursuant to the
terms and conditions of a stock option agreement in the form attached hereto as
Exhibit B (the “Incentive Stock Option Agreement”). For avoidance of doubt, as
provided in the Incentive Stock Option Agreement, the Incentive Stock Option
shall be deemed to be an incentive stock option within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the “Code”) to the
maximum extent permissible under the Code (with the balance, if any, deemed to be
a non-qualified stock option within the meaning of the Code). The exercise
price per share with respect to each of the Non-Qualified Stock Option and the
Incentive Stock Option shall be equal to the fair market value of the Company’s
common stock on the date of grant, as determined in good faith by the
Compensation Committee.


7. STOCK PURCHASE: Upon execution of this letter, you shall be entitled
to purchase, and shall purchase, from the Company a total of seventy-five
thousand (75,000) shares of the Company’s common stock, at a price per share
equal to the closing price of the Company’s common stock as reported by Nasdaq
on the date of your execution of this letter. In connection with such purchase,
you and the Company shall execute a stock purchase agreement in the form
attached hereto as Exhibit C (the “Stock Purchase Agreement”).


8. POLICIES: As an employee, you will be required to comply fully with
the provisions of the Company’s Investment policy, Code of Business Conduct and
Ethics, Compliance Manual and other compliance policies and procedures relevant
to your position with the Company (the “Employment Materials”). You will be
required to sign forms confirming that you will abide by the requirements of
these policies and procedures.


9. AT WILL STATUS: Your employment with the Company is “at will.” This
means that either you or the Company may terminate your employment at any time,
with or without notice, and with or without cause. Your status as an “at will”
employee cannot be changed or retracted, either orally or in writing, by any
policy or conduct, 


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unless you receive a document expressly stating that your employment is
no longer at-will, which is signed both by you and the Chairman of the
Compensation Committee (the “Compensation Committee Chairman”).


10. SEVERANCE: The Company shall execute a severance agreement with you
in the form attached hereto as Exhibit D (the “Severance Agreement”).


This letter, the Non-Qualified Stock Option Agreement, the Incentive
Stock Option Agreement, the Stock Purchase Agreement, the Severance Agreement
and the Employment Materials contain all of the terms of your employment with
the Company and supersede any prior understandings or agreements, whether
written or oral, between you and Company. This letter agreement may not be
amended or modified except by an express written agreement signed by you and
the Compensation Committee Chairman. The terms of this letter and the
resolution of any disputes hereunder shall be governed by New York law, without
reference to principles of choice of law.


We are excited to have you join the Company in this most critical role.
Please signify your acceptance of these terms by signing below. If this letter
is not executed on the date hereof, it shall be deemed withdrawn and void ab ibinitio.


	
  

 	
  

 	
  

 
	
  

 	
 Sincerely,

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 /s/ William
 R. Gruver

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 William R.
 Gruver

 	
  

 
	
  

 	
 Chairman,
 Compensation Committee

 



ACCEPTED AND
AGREED

On March 7, 2012


	
  

 	
  

 
	
 /s/
 Elisabeth DeMarse

 	
  

 
	

 


 	
  

 
	
 Elisabeth
 DeMarse

 	
  

 


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