Exhibit 10.5


SEVERANCE AGREEMENT


          SEVERANCE
AGREEMENT (this “Agreement”), dated as of March 7, 2012 (the “Effective
Date”), by and between TheStreet, Inc., a Delaware corporation (the “Company”
or “TheStreet”), and Elisabeth E. DeMarse (“DeMarse” and together
with the Company, each a “Party” and collectively the “Parties”).


                    WHEREAS,
the Company desires that DeMarse enter into this Agreement, and DeMarse desires
to enter into this Agreement, on the terms and conditions set forth herein;


                    WHEREAS,
the Company granted DeMarse stock options pursuant to two stock option
agreements, each dated as of March 7, 2012 (collectively, the “Option
Agreements”);


                    WHEREAS,
DeMarse agreed to be bound by certain restrictive covenants in the Option
Agreements; and


          NOW
THEREFORE, the parties hereto agree as follows:


          Section
1. Severance Benefits.


          (a)
General Severance. In the event that the Company (or Successor (as
defined below), if applicable) terminates DeMarse’s employment with the Company
(or Successor, if applicable) without Cause (as defined in the Option
Agreements), on or before the fifth (5th) anniversary of the
Effective Date (the date of such termination, the “Termination Date”),
then:


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 the Company
 (or Successor, if applicable) shall (A) pay DeMarse an amount equal to twelve
 (12) months of DeMarse’s base salary (at the annual rate in effect
 immediately prior to termination, but in no event less DeMarse’s original annual
 rate of $400,000); and (B) pay on DeMarse’s behalf (for a period of eighteen
 (18) months or such lesser period as DeMarse may elect) the full cost of
 premiums for continuation of any benefits that DeMarse is eligible under
 COBRA to elect to (and does elect to) continue (unless doing so would violate
 any anti-discrimination provision or other legal requirement applicable to
 the Company or to any of the Company’s health plans, in which event the
 Company and you shall agree in good faith on the terms of an alternative
 arrangement pursuant to which the Company would provide you with
 substantially similar economic value); 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) DeMarse shall be treated on the Termination Date as if her full-time
 employment with the Company had continued through the first (1st)
 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 DeMarse
 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 six (6) 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 defined in the
 Company’s 2007 Performance Incentive Plan) 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 date of this Agreement but 

 


57









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 DeMarse’s rights
 under the Stock-Based Award Agreements.

 



For purposes
of this Agreement, “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).


          (b)
Payment of Benefits. If DeMarse becomes entitled to a payment under
Section 1(a)(i)(A), the Company (or Successor, if applicable) shall pay DeMarse
the applicable amount in a lump sum within thirty (30) days of DeMarse’s
becoming entitled to such payment.


          Section
2. Parachute Payment Limitation.


          Anything
in this Agreement or the Option Agreements to the contrary notwithstanding, in
the event that:


          (a)
the aggregate payments or benefits to be made or distributed by the Company or
its affiliates to or for the benefit of DeMarse (whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise) which are deemed to be parachute payments as defined in Internal
Revenue Code (“Code”) Section 280G or any successor thereto (the “Change
of Control Benefits”) would be deemed to include an “excess parachute
payment” under Code Section 280G; and


          
(b) if such Change of Control Benefits were reduced to an amount (the “Non-Triggering
Amount”), the value of which is one dollar ($1.00) less than an amount
equal to three (3) times DeMarse’s “base amount,” as determined in accordance
with Code Section 280G and the Non-Triggering Amount less the product of the
marginal rate of any applicable state and federal income tax times the
Non-Triggering Amount would be greater than the aggregate value of the Change
of Control Benefits (without such reduction) minus (x) the amount of tax
required to be paid by DeMarse thereon by Code Section 4999 and further minus
(y) the product of the Change of Control Benefits times the marginal rate of
any applicable state and federal income tax, then the Change of Control
Benefits shall be reduced to the Non-Triggering Amount. Any reduction made
pursuant to this Section 2(b) shall be made in accordance with the following
order of priority: (i) stock options whose exercise price exceeds the fair
market value of the optioned stock (“Underwater Options”), (ii) Full Credit
Payments (as defined below) that are payable in cash, (iii) non-cash Full
Credit Payments that are taxable, (iv) non-cash Full Credit Payments that are
not taxable, (v) Partial Credit Payments (as defined below) and (vi) non-cash
employee welfare benefits. In each case, reductions shall be made in reverse
chronological order such that the payment or benefit owed on the latest date
following the occurrence of the event triggering the excise tax will be the
first payment or benefit to be reduced (with reductions made pro-rata in the
event payments or benefits are owed at the same time). “Full Credit Payment”
means a payment, distribution or benefit, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise, that if reduced in value by one dollar reduces the amount of the
parachute payment (as defined in Code Section 280G) by one dollar, determined
as if such payment, distribution or benefit had been paid or distributed on the
date of the event triggering the excise tax. “Partial Credit Payment” means any
payment, distribution or benefit that is not a Full Credit Payment. In no event
shall DeMarse have any discretion with respect to the ordering of payment
reductions.


58





          Section
3. Certain Covenants.


          In
partial consideration for the right to receive the benefits described in
Section 1, DeMarse agrees as follows. For avoidance of doubt, the covenants set
forth below are independent of the covenants set forth in the Option Agreements
and any covenants that may be set forth in any subsequent written agreements
between the Parties:


          (a)
Non-competition. During her employment by the Company or any subsidiary
and through the end of one (1) year after the cessation of her employment with
the Company or any subsidiary, DeMarse will not engage in a Competitive
Activity (as defined below) with the Company or any of its subsidiaries. As used
herein, “Competitive Activity” means DeMarse’s service as a director,
officer, employee, principal, agent, stockholder, member, owner or partner of,
or DeMarse permitting her 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
DeMarse 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 Act of 1934, as amended, provided that DeMarse does 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.


          (b)
Non-solicitation of Employees. During her employment by the Company or
any subsidiary and through the end of one (1) year after the cessation of her
employment with the Company or any subsidiary, DeMarse 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 DeMarse’s 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 DeMarse serving as a
reference upon request, and (b) DeMarse 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.


          (c)
Non-solicitation of Clients and Vendors. During her employment by the
Company or any subsidiary and through the end of one (1) year after the
cessation of her employment with the Company or any subsidiary, DeMarse 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 DeMarse’s 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.


          (d)
The parties acknowledge that the restrictions contained in this Section 3 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 Agreement,
without receiving the additional consideration offered by DeMarse in binding
herself to these restrictions. In the event of a breach or threatened breach by
DeMarse of any of these restrictions, the Company shall be entitled to apply to
any court of competent jurisdiction for an injunction restraining DeMarse 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.


59





          Section
4. 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, Inc., 14 Wall Street, 15th
Floor, New York, NY 10005, or, in the case of DeMarse, at her 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.


          Section
5. Representations.


          The
Company hereby represents and warrants that the execution and delivery of this
Agreement and the performance by the Company of its obligations hereunder have
been duly authorized by all necessary corporate action of the Company.


          Section
6. Amendment.


          This
Agreement may be amended only by a written agreement signed by the parties
hereto.


          Section
7. Binding Effect.


          The
rights and duties under this Agreement are not assignable by DeMarse other than
as a result of her death. None of DeMarse’s rights under this Agreement shall
be subject to any encumbrances or the claims of DeMarse’s creditors. This
Agreement shall be binding upon and inure to the benefit of the Company and any
successor organization which shall succeed to the Company by merger or
consolidation or operation of law, or by acquisition of all or substantially
all of the assets of the Company.


          Section
8. Governing Law.


          This
Agreement 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.


          Section
9. Severability.


          If
any provision of this Agreement 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 Agreement 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
Agreement invalid, illegal or unenforceable in any way.


          Section
10. Execution in Counterparts.


          This
Agreement 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.


60





          Section
11. Entire Agreement.


          This
Agreement, together with the Option Agreements, 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.


          Section
12. 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 Agreement. 


          Section
13. 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
Agreement, and waives the defense of inconvenient forum to the maintenance of
any such action or proceeding.


          Section
14. No Duty to Mitigate.


          DeMarse
shall have no duty to mitigate or have any off-set made against amounts payable
by the Company to DeMarse hereunder. 


          Section
15. Release.


          As
a condition to the obligation of the Company to make the payments provided for
in this Agreement and otherwise perform its obligations hereunder to DeMarse
upon termination of DeMarse’s employment (other than due to her death), DeMarse
or her legal representatives shall deliver to the Company a written release,
substantially in the form attached hereto as Exhibit A, and the time for
revocation of such release shall have expired, no later than thirty (30) days
following termination of DeMarse’s employment; provided, however, that such
release shall be enforceable only if the Company executes such release (for
avoidance of doubt, DeMarse’s time to revoke her signature shall be seven (7)
days from the date she executes the release, regardless of the timing of the
Company’s execution of the release).


          Section
16. Section 409A.


          (a)
Notwithstanding anything to the contrary in this Agreement, no severance pay or
benefits to be paid or provided to DeMarse, if any, pursuant to this Agreement
that, when considered together with any other severance payments or separation
benefits, are considered deferred compensation not exempt under Section 409A
(together, the “Deferred Payments”) will be paid or otherwise provided until
DeMarse has a “separation from service” within the meaning of Section 409A.
Similarly, no severance payable to DeMarse, if any, pursuant to this Agreement
that otherwise would be exempt from Section 409A pursuant to Treasury
Regulation Section 1.409A-1(b)(9) will be payable until DeMarse has a
“separation from service” within the meaning of Section 409A. For purposes of
this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code
of 1986, as amended or any regulations or Treasury guidance promulgated
thereunder (“Section 409A”).


          (b)
Notwithstanding any provision of this Agreement to the contrary, if DeMarse is
a “specified employee” as determined by the Board or the Compensation Committee
of the Board in accordance with Section 409A, DeMarse shall not be entitled to
any Deferred Payments until the earlier of (i) the date which is six (6) months
and one (1) day after her termination of employment for any reason other than
death (except that during such six (6) month period DeMarse 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 her death. 


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          (c)
The foregoing provisions are intended to be exempt from or comply with the
requirements of Section 409A so that none of the severance payments and
benefits to be provided hereunder will be subject to the additional tax imposed
under Section 409A, and any ambiguities or ambiguous terms herein will be
interpreted to be exempt or so comply. If any provision of this Agreement or of
any award of compensation, including equity compensation or benefits would
cause DeMarse 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. 


          (d)
To the extent that reimbursements or in-kind benefits under this Agreement
constitute non-exempt “nonqualified deferred compensation” for purposes of
Section 409A, (1) all reimbursements hereunder shall be made on or prior
to the last day of the calendar year following the calendar year in which the
expense was incurred by DeMarse, (2) any right to reimbursement or in-kind
benefits shall not be subject to liquidation or exchange for another benefit,
and (3) the amount of expenses eligible for reimbursement or in-kind benefits
provided in any calendar year shall not in any way affect the expenses eligible
for reimbursement or in-kind benefits to be provided, in any other calendar
year.


          (e)
Notwithstanding any provision of this Agreement 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 of a substantial portion of
the assets” of the Corporation within the meaning of Section 409A, then
notwithstanding such vesting, payment will be made to DeMarse on the earliest
of (i) DeMarse’s “separation from service” with the Company (determined in
accordance with Section 409A) or, if DeMarse is a specified employee
within the meaning of Section 409A, such later date as provided in paragraph
(b) of this Section 16, (ii) the date payment otherwise would have been
made, or (iii) DeMarse’s death.


          IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of March 7,
2012.


	
  

 	
  

 	
  

 
	
 /s/
 Elisabeth DeMarse

 	
  

 
	

 


 	
  

 
	
 Elisabeth
 DeMarse

 	
  

 
	
  

 	
  

 	
  

 
	
 THESTREET,
 INC. 

 






	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ William
 R. Gruver

 	
  

 
	
  

 	

 


 	
  

 
	
 Name:
 William R. Gruver

 	
  

 
	
 Title:
 Chairman, Compensation Committee

 


62





EXHIBIT A


Form of Release


This Release
(this “Release”) is entered into by Elisabeth E. DeMarse (“DeMarse”) and
TheStreet, Inc., a Delaware corporation (the “Company”), effective as of
[DATE] (the “Effective Date”).


In
consideration of the promises set forth in the Severance Agreement between
DeMarse and the Company, dated as of March 7, 2012 (the “Agreement”),
DeMarse and the Company agree as follows:


          1.
General Releases and Waivers of Claims.


                    (a)
DeMarse’s Release of Company. In consideration of the payments and
benefits provided to DeMarse under the Agreement and after consultation with
counsel, DeMarse on behalf of herself and each of her respective heirs,
executors, administrators, representatives, agents, successors and assigns
(collectively, the “DeMarse Parties”) hereby irrevocably and
unconditionally release and forever discharge the Company and its current and
former subsidiaries and affiliates and each of their respective current and
former officers, employees, directors, shareholders and agents (“Company
Parties”) from any and all claims, actions, causes of action, rights,
judgments, fees and costs (including attorneys’ fees), obligations, damages,
demands, accountings or liabilities of whatever kind or character
(collectively, “Claims”), including, without limitation, any Claims
based upon contract, tort, or under any federal, state, local or foreign law,
that the DeMarse Parties may have, or in the future may possess, arising out of
any aspect of DeMarse’s employment relationship with and service as an
employee, officer, director or agent of the Company, or the termination of such
relationship or service, that occurred, existed or arose on or prior to the
date hereof; provided, however, that DeMarse does not release, discharge or
waive (i) any rights to payments and benefits provided under the Agreement,
(ii) any right DeMarse may have to enforce this Release or the Agreement, (iii)
DeMarse’s eligibility for indemnification in accordance with the Company’s
certificate of incorporation, bylaws or other corporate governance document,
any applicable insurance policy or any contract or provision to which DeMarse
is a party or as to which DeMarse otherwise is entitled to indemnification
benefits, with respect to any liability she incurred or might incur as an
employee, officer or director of the Company, (iv) any claims for accrued,
vested benefits under any employee benefit or pension plan of the Company
Parties subject to the terms and conditions of such plan and applicable law
including, without limitation, any such claims under COBRA or the Employee
Retirement Income Security Act of 1974, or (v) any rights under or in respect
of the Agreement for Grant of Non-Qualified Stock Options between DeMarse and
the Company, dated as of March 7, 2012 (the “Non-Qualified Option
Agreement”), the Agreement for Grant of Incentive Stock Option Pursuant to
2007 Performance Incentive Plan between DeMarse and the Company, dated as of
March 7, 2012 (the “Incentive Option Agreement” and together with the
Non-Qualified Option Agreement, the “Option Agreements”) or any written
agreements that may be executed by the parties after the date of the Option
Agreements (collectively, the “Applicable Agreements”).


                    (b)
Executive’s Specific Release of ADEA Claims. In further consideration of
the payments and benefits provided to DeMarse under the Agreement, DeMarse on
behalf of herself and the other DeMarse Parties hereby unconditionally release
and forever discharge the Company Parties from any and all Claims that the
DeMarse Parties may have as of the date DeMarse signs this Release arising
under the Federal Age Discrimination in Employment Act of 1967, as amended, and
the applicable rules and regulations promulgated thereunder (“ADEA”). By
signing this Release, DeMarse hereby acknowledges and confirms the following:
(i) DeMarse was advised by the Company in connection with her termination
to consult with an attorney of her choice prior to signing this Release and to
have such attorney explain to her the terms of this Release, including, without
limitation, the terms relating to her release of claims arising under ADEA, and
DeMarse has in fact consulted with an attorney; (ii) DeMarse was given a
period of not fewer than twenty-one (21) days to consider the terms of this
Release and to consult with an attorney of her choosing with respect thereto;
and (iii) DeMarse knowingly and voluntarily accepts the terms of this
Release. DeMarse also understands that she has seven (7) days following
the date on which she signs this Release within which to revoke the release
contained in this paragraph, by providing the Company a written notice of her
revocation of the release and waiver contained in this paragraph.


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                    (c)
Company’s Release of Executive. The Company for itself and on behalf of
the Company Parties hereby irrevocably and unconditionally release and forever
discharge the DeMarse Parties from any and all Claims, including, without
limitation, any Claims based upon contract, tort, or under any federal, state,
local or foreign law, that the Company Parties may have, or in the future may
possess, arising out of any aspect of DeMarse’s employment relationship with
and service as an employee, officer, director or agent of the Company, or the
termination of such relationship or service, that occurred, existed or arose on
or prior to the date hereof, excepting (i) any Claim which would constitute or
result from conduct by DeMarse that constituted the basis for termination for
Cause under the Agreement or could be a crime of any kind, or (ii) rights
arising under or in respect of the Option Agreements. Anything to the contrary
notwithstanding in this Release, nothing herein shall release DeMarse or any
other DeMarse Party from any Claims based on any right the Company may have to
enforce this Release or the Agreement or any of the Applicable Agreements. 


                    (d)
No Assignment. The parties represent and warrant that they have not
assigned any of the Claims being released under this Release.


          2.
Proceedings. Neither DeMarse nor the Company have filed any complaint,
charge, claim or proceeding against the other party before any local, state or
federal agency, court or other body relating to DeMarse’s employment or the
termination thereof (each, individually, a “Proceeding”).


          3.
Remedies. 


                    (a)
In the event DeMarse initiates or voluntarily participates in any Proceeding
involving any of the matters waived or released in this Release, or if she
fails to abide by any of the terms of this Release, or if she revokes the ADEA
release contained in Paragraph 1(b) of this Release within the seven
(7)-day period provided under Paragraph 1(b), the Company may, in addition
to any other remedies it may have, reclaim any amounts paid to her, and
terminate any benefits or payments that are due pursuant to the termination
provisions of the Agreement, without waiving the release granted herein. In
addition, in the event that DeMarse has failed to comply with Section 3 of the
Agreement or with Sections 11 and/or 12 of either or both of the Option Agreements
(other than as a result of an unintentional and immaterial disclosure of
confidential information), the Company may, in addition to any other remedies
it may have, to the extent permitted in the Agreement and the Option Agreements
reclaim any amounts paid to her pursuant to the Agreement or the Option
Agreements, without waiving the release granted herein. DeMarse acknowledges
and agrees that the remedy at law available to the Company for breach of any of
her post-termination obligations under the Agreement or any of the Applicable
Agreements or her obligations hereunder or thereunder would be inadequate and
that damages flowing from such a breach may not readily be susceptible to being
measured in monetary terms. Accordingly, DeMarse acknowledges, consents and
agrees that, in addition to any other rights or remedies that the Company may
have at law or in equity, the Company shall be entitled to seek a temporary
restraining order or a preliminary or permanent injunction, or both, without
bond or other security, restraining DeMarse from breaching her post-termination
obligations under the Agreement or any of the Applicable Agreements or her
obligations hereunder or thereunder. Such injunctive relief in any court shall
be available to the Company, in lieu of, or prior to or pending determination
in, any arbitration proceeding.


                    (b)
DeMarse understands that by entering into this Release she will be limiting the
availability of certain remedies that she may have against the Company and
limiting also her ability to pursue certain claims against the Company.


                    (c)
The Company acknowledges and agrees that the remedy at law available to DeMarse
for breach of any of its post-termination obligations under the Agreement or
any of the Applicable Agreements or its obligations hereunder or thereunder
would be inadequate and that damages flowing from such a breach may not readily
be susceptible to being measured in monetary terms. Accordingly, the Company
acknowledges, consents and agrees that, in addition to any other rights or
remedies that DeMarse may have at law or in equity, DeMarse shall be entitled
to seek a temporary restraining order or a preliminary or permanent injunction,
or both, without bond or other security, restraining the Company from breaching
its post-termination obligations under the Agreement or any of the Applicable
Agreements or its obligations hereunder or thereunder. Such injunctive relief
in any court shall be available to DeMarse, in lieu of, or prior to or pending
determination in, any arbitration proceeding.


64





                    (d)
The Company understands that by entering into this Release it will be limiting
the availability of certain remedies that it may have against DeMarse and
limiting also its ability to pursue certain claims against DeMarse.


          4.
Severability Clause. In the event any provision or part of this Release
is found to be invalid or unenforceable, only that particular provision or part
so found, and not the entire Release, will be inoperative.


          5.
Nonadmission. Nothing contained in this Release will be deemed or
construed as an admission of wrongdoing or liability on the part of the Company
or DeMarse.


          6.
Governing Law. All matters affecting this Release, including the
validity thereof, are to be governed by, and interpreted and construed in
accordance with, the laws of the New York applicable to contracts executed in
and to be performed in that State.


          7.
Notices. All notices or communications hereunder shall be made in
accordance with Section 4 of the Agreement.


          DEMARSE
ACKNOWLEDGES THAT SHE HAS READ THIS RELEASE AND THAT SHE FULLY KNOWS,
UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT SHE HEREBY EXECUTES THE SAME
AND MAKES THIS RELEASE AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN
VOLUNTARILY AND OF HER OWN FREE WILL.


          IN
WITNESS WHEREOF, the parties have executed this Release as of _______________. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Elisabeth
 DeMarse

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 THESTREET,
 INC.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	

  


 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	

  


 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Title:

 	

  


 	
  

 
	
  

 	
  

 	

 


 	
  

 


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