Exhibit 10.3


THESTREET, INC. 

AGREEMENT FOR GRANT 

OF 

NON-QUALIFIED STOCK OPTION


March 7, 2012 


Elisabeth
DeMarse

c/o TheStreet, Inc.

14 Wall Street

15th Floor

New York, NY 10005


Dear
Elisabeth: 


          This
letter (the “Letter”) sets forth the terms and conditions of
the stock option (“Option”) hereby
awarded to you by TheStreet, Inc. (the “Company”). 


          This
award is made outside of, and not from, the Company’s 2007 Performance
Incentive Plan (the “Plan”). Nevertheless,
this award is subject to the terms and conditions set forth in the Plan, any
rules and regulations adopted by the Board of Directors of the Company (the “Board”) or the
committee of the Board which administers the Plan (the “Committee”), and this
Letter. The provisions of the Plan are hereby incorporated by reference and any
term used in this Letter and not defined herein shall have the meaning set
forth in the Plan. Unless otherwise indicated, section references contained in
this Letter shall refer to the corresponding sections of this Letter. The
Option shall be deemed to be a non-qualified stock option within the meaning of
the Internal Revenue Code of 1986, as amended.


          1.
Option Grant 


          You
have been granted an Option to purchase 1,525,360 shares of the Company’s
Common Stock (“Common
Stock”) to the extent the Option is exercisable as set forth
below. The Option may not be sold, transferred, assigned, pledged or otherwise
encumbered by you, in whole or in part; provided that the foregoing shall not
affect your right to name a beneficiary under Section 13 of the Plan. The
Option may be exercised only by you, except that in the event of your death,
the Option may be exercised (at any time prior to its expiration or termination
as provided in Sections 8 and 11) by the executor or administrator of your
estate or by a person who acquired the right to exercise your Option by will or
pursuant to the laws of descent and distribution. Until such time as stock
certificates for the shares of Common Stock represented by the purchase of all
or portion of the Option have been delivered to you in accordance with Section
4, you shall have none of the rights of a stockholder with respect to the
Common Stock with respect to such shares. 


          2.
Option Exercise Price


          The
price at which you may purchase the shares of Common Stock underlying the
Option is $1.80 per share. 


          3.
Term of Option


          Your
Option shall expire, to the extent that it has not previously terminated, on
March 7, 2019. However, your Option may terminate prior to such expiration date
as provided in Sections 8 and 11. Regardless of the provisions of Sections 5 or
8 or any other provision hereof, in no event can your Option be exercised after
the expiration date set forth in this Section 3.


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          4.
Exercisability of Option 


          Your
Option will become exercisable with respect to the following number(s) of
shares of Common Stock on the following date(s) as set forth below, provided
that you are in the Service (as defined below) of the Company or one of its
subsidiaries on such date and the Option has not been terminated in accordance
with Sections 8 or 11: 


	
 

	
 

	
 

	
 


	
Date

	
 

	
 

	
Number of
Shares of Common Stock


	




	
 

	
 

	





	
 

	
 

	
 


	
March 7,
2013

	
 

	
381,340


	
 

	
 

	
 


	
The seventh (7th) calendar day
of each month between April 7, 2013 and February 7, 2016, inclusive

	
 

	
31,778


	
 

	
 

	
 


	
March 7,
2016

	
 

	
31,790





For purposes hereof, you shall be considered to be in the “Service”
of the Company or one of its subsidiaries if you are an employee of, or
otherwise providing services to, the Company (or one if its subsidiaries, as
applicable) on the applicable vesting date; provided that if you are not an
employee of the Company or one of its subsidiaries on the applicable vesting
date, you are providing services to the Company or one of its subsidiaries on
the applicable vesting date pursuant to a written agreement signed by the
Company or one of its subsidiaries that expressly agrees that the vesting of
the Option shall continue during such period of service. 


          To
the extent that your Option has become exercisable with respect to a number of
shares of Common Stock, you may exercise the Option to purchase all or any
portion of such shares of Common Stock at any time on or before the date the
Option expires or terminates; provided that you may only purchase a whole
number of shares of Common Stock.


          5.
Accelerated Vesting in Certain Events


          Notwithstanding
Section 4, upon the occurrence of any of the following events, the
then-unvested portion of the Option shall become exercisable and may be
exercised; provided that such portion of the Option only may be exercised
within one hundred and eighty (180) calendar days from the occurrence of such
event (but in no event beyond the date set forth in Section 3): (i) the
termination of your employment by the Company or any subsidiary thereof without
Cause (as defined below) prior to a Change of Control (as defined in the Plan)
if such termination is related to the Change of Control; or (ii) a Change of
Control, unless (A) either (x) the Company is the surviving corporation in the
Change of Control and the award reflected in this Letter is equitably adjusted
pursuant to Section 4.4 of the Plan or (y) the award reflected in this Letter
is assumed or replaced by a Successor (as defined below) and (B) the award as
so adjusted, assumed or replaced (x) has substantially the same potential
economic benefits and vesting terms as did the award immediately prior to the
Change of Control and (y) provides that the award immediately shall become
fully vested and exercisable upon the termination of your employment (by the
Company or any subsidiary thereof or by a Successor or any affiliate thereof)
without Cause at any time (provided that such portion of the Option only may be
exercised within one hundred and eighty (180) calendar days from such
termination (but in no event beyond the date set forth in Section 3)). If you
are employed by a Successor or any affiliate thereof following a Change of
Control, references in this Letter to the Company shall be understood to be
references to the Successor or any such affiliate regarding matters related to
the occurrence of non-occurrence of events from and after the date you become
employed by the Successor or such affiliate.


          For
purposes of this Letter, “Cause” shall be
determined by the Committee in the exercise of its good faith judgment, in
accordance with the following guidelines: (i) your willful misconduct or gross
negligence in the performance of your obligations, duties and responsibilities
as President and Chief Executive Officer (including those as an employee of the
Company set forth in the Company’s Code of Business Conduct and Ethics dated
June 1, 2006, as same may be amended from time to time provided such amendment
affects all executive officers of the Company), (ii) your dishonesty or
misappropriation, in either case that is willful and material, relating to the 


44





Company or any
of its funds, properties, or other assets, (iii) your inexcusable repeated or
prolonged absence from work (other than as a result of, or in connection with,
a Disability), (iv) any unauthorized disclosure by you of Confidential
Information or proprietary information of the Company in violation of Section
12(d) which is reasonably likely to result in material harm to the Company, (v)
your conviction of a felony (including entry of a guilty or nolo contender
plea) involving fraud, dishonesty, or moral turpitude, (vi) a violation of
federal or state securities laws, or (vii) the failure by you to attempt to
perform faithfully your duties and responsibilities as President and Chief
Executive Officer, or other material breach by you of this Letter, provided any
such failure or breach described in clauses (i), (ii), (iii), (iv), (vi) and
(vii) is not cured, to the extent cure is possible, by you within thirty (30)
days after written notice thereof from the Company to you; provided, however,
that no failure or breach described in clauses (i), (ii), (iii), (iv), (vi) and
(vii) shall constitute Cause unless (x) the Company first gives you written
notice of its intention to terminate your employment for Cause and the grounds
of such termination no fewer than ten (10) days prior to the date of
termination; and (y) you are provided an opportunity to appear before the
Board, with or without legal representation at your election to present
arguments on your own behalf; and (z) if you elect to so appear, such failure
or breach is not cured, to the extent cure is possible, within thirty (30) days
after written notice from the Company to you that, following such appearance,
the Board has determined in good faith that Cause exists and has not, following
the initial notice from the Company, been cured; provided further, however,
that notwithstanding anything to the contrary in this Letter and subject to the
other terms of this proviso, the Company may take any and all actions,
including without limitation suspension (but not without pay), it deems
appropriate with respect to you and your duties at the Company pending such
appearance and subsequent to such appearance during which such failure or
breach has not been cured. No act or failure to act on your part will be
considered “willful” unless done, or omitted to be done, by you not in good
faith and without reasonable belief that your action or omission was in the
best interests of the Company.


          For
purposes of this Letter, “Disability” shall
mean physical or mental incapacity of a nature which prevents you, in the good
faith judgment of the Committee, from performing your duties and
responsibilities as President and Chief Executive Officer for a period of
ninety (90) consecutive days or one hundred and fifty (150) days during any
year, with each year under this Letter commencing on each anniversary of the
date hereof.


          6. Manner
of Exercise


          You
may exercise your Option by giving notice to the Company (or to such service
provider as the Company may designate), following such procedures as may be
communicated to you from time to time.


          The
shares of Common Stock represented by the exercise of your Option may consist
of authorized but unissued shares or treasury shares of the Company, as
determined from time to time by the Committee. 


          7.
Satisfaction of Option Exercise Price


          The Option
may be exercised by payment of the option exercise price in cash (including
check, bank draft, money order, or wire transfer). In addition, your Option may
be exercised using such broker cashless exercise procedure or other procedure
as the Company may establish from time to time. 


          8.
Termination of Service


          (a)
General. If your Service terminates for any reason other than for Cause, the
Option will terminate one hundred and eighty (180) calendar days after such termination
of Service. Except as set forth in the Severance Agreement (as defined in
Section 24 below), following the termination of your Service, no additional
portions of the Option will become exercisable, and the Option will be
exercisable only to the extent exercisable on the date of such termination of
Service. If your Service terminates for Cause, the Option shall be immediately
terminated and may not be exercised.


          (b)
Adjustments by the Committee. The Committee may, in its discretion, exercised
before or after your termination of Service, declare all or any portion of the
Option immediately exercisable and/or permit all or any part of the Option to
remain exercisable for such period designated by it after the time when the
Option would 


45





have otherwise terminated as provided in Section 8(a), but not beyond
the expiration date of your Option as set forth in Section 3 above.


          (c)
Committee Determinations. The Committee shall have absolute discretion to
determine the date and circumstances of the termination of your Service, and
its determination shall be final, conclusive and binding upon you.


          9.
Restrictions on Option Exercise; Delivery of Shares


          (a) Even
though your Option may be otherwise exercisable, your right to exercise the
Option will be suspended if the Committee determines that your exercise of the
Option would violate applicable laws or regulations. The suspension will last
until the exercise would be lawful. Any such suspension will not extend the term
of your Option.


          (b) Even
though your Option may be otherwise exercisable, the Committee may refuse to
permit such exercise if it determines, in its discretion, that any of the
following circumstances is present:


	
 

	
 

	
 


	
 

	
(i)

	
the shares of Common Stock to be acquired upon such exercise are
required to be registered or qualified under any federal or state securities
law, or to be listed on any securities exchange or quotation system, and such
registration, qualification, or listing has not occurred; 


	
 

	
 

	
 


	
 

	
(ii)

	
the consent or approval of any government regulatory body is required
and has not been obtained; 


	
 

	
 

	
 


	
 

	
(iii)

	
the satisfaction of withholding tax is required and has not occurred;



	
 

	
 

	
 


	
 

	
(iv)

	
representations by you or other information is determined by counsel
for the Company to be necessary or desirable in order to comply with any
federal or state securities laws or regulations, and you have not provided
such representations or information; or 


	
 

	
 

	
 


	
 

	
(v)

	
an agreement by you with respect to the disposition of shares of
Common Stock to be acquired upon exercise of your Option is determined by the
Committee to be necessary or desirable in order to comply with any federal or
state securities laws or regulations, or is required by the terms of this Letter,
and you have not executed such agreement.





          (c)
Shares of Common Stock to be delivered to you in connection with any exercise
of the Option shall be delivered to you as soon as practicable and, at the
Company’s election, the Company may effect such delivery by causing such number
of shares of Common Stock to be deposited via DWAC into a brokerage account in
your name. Common Stock delivered upon the exercise of the Option will be fully
transferable (subject to any applicable securities law restrictions) and not
subject to forfeiture (other than as set forth in Section 11), and will entitle
the holder to all rights of a stockholder of the Company.


          (d)
The Company will use reasonable commercial efforts to (i) file and cause to
remain effective and current a Registration Statement on Form S-8 (or successor
form) with the Securities and Exchange Commission covering shares subject to
the Option until such times as all of the shares of Common Stock underlying
your Option are either delivered hereunder or the Option has expired or been
terminated pursuant to the terms of this Letter, and (ii) until three (3)
months after you cease being an “affiliate” of the Company, to maintain a
resale prospectus thereunder (or otherwise register under the Securities Act of
1933, as amended) the Common Stock underlying your Option.


46





          10.
Income Tax Withholding


          In connection
with the exercise of your Option, you will be required to pay, pursuant to such
arrangements as the Company may establish from time to time, any applicable
federal, state and local withholding tax liability. If you fail to satisfy your
withholding obligation in a time and manner satisfactory to the Committee, the
Company shall have the right to withhold the required amount from your salary
or other amounts payable to you.


          11.
Additional Termination Events and Claw-Back


          Notwithstanding
anything else in this Letter, the unexercised portion of the Option shall be
terminated (regardless of the extent to which it is exercisable) if any one of
the following occurs: (i) you engage in Competitive Activity (as defined below)
with the Company or any of its subsidiaries during your employment by the
Company or any of its subsidiaries or within two (2) years after your service
as President and Chief Executive Officer terminates; or (ii) you breach any of
the Restrictive Covenants set out in Section 12 (collectively, the “Restrictive Covenants”) within two (2) years after the
cessation of your employment with the Company or any subsidiary. 


          The
Company reserves the right (as provided below) to claw-back shares of Common
Stock delivered under this Letter pursuant to each exercise of the Option by
you if you engage in Competitive Activity or violate any of the Restrictive
Covenants within eighteen (18) months after the delivery of such shares of
Common Stock. If the Committee determines, in its good faith discretion, that
all or some portion of the shares of Common Stock delivered to you will be
clawed-back, then you shall be required to repay to the Company the Repayment
Amount (as defined below) with respect to such shares of Common Stock. You may
satisfy the payment obligation set forth in the preceding sentence by paying
the Company cash, by delivering to the Company shares of Common Stock, or by
remitting to the Company a combination of cash and shares of Common Stock, such
that the Fair Market Value (measured as of the day before your delivery to the
Company of shares of Common Stock) of any shares of Common Stock you deliver to
the Company, plus the amount of any cash you pay to the Company, equals the
Repayment Amount. The “Repayment Amount”
with respect to the shares of Common Stock delivered to you upon any exercise
of the Option shall mean the lesser of the Exercise Date Spread Value (as
defined below) with respect to such exercise of the Option and the Delivery
Date Spread Value (as defined below) with respect to such exercise of the
Option, in each case reduced by the amount of taxes paid by you with respect to
such exercise of the Option; provided that neither the Exercise Date Spread
Value nor the Delivery Date Spread Value shall be less than zero. With respect
to each exercise you made of the Option, the “Exercise Date Spread
Value” is the amount, if any, by which the Fair Market Value
(measured as of the date of exercise) of the number of shares of Common Stock
underlying the Option with respect to which the Option was exercised on such
date, exceeded the aggregate option exercise price for such shares. With
respect to each exercise you made of the Option, the “Delivery Date Spread
Value” is the amount, if any, by which the Fair Market Value
(measured as of the day before you remit the Repayment Amount to the Company)
of the number of shares of Common Stock underlying the Option with respect to
which the Option was exercised, exceeded the aggregate option exercise price
for such shares. In addition to any other remedy available to the Company under
applicable law, the Company shall have the right to offset any other amounts
payable to you by the amount of any required repayment by you which has not
been repaid.


          For
purposes of this Letter, “Competitive Activity”
means your service as a director, officer, employee, principal, agent,
stockholder, member, owner or partner of, or you permit your 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 you 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 you do 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 


47





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.


          For
purposes of this Letter, “Fair Market Value” of
a share of Common Stock on any date shall be (i) if the principal market for
the Common Stock is a national securities exchange, the closing sales price per
share of the Common Stock on such day (or, if such exchange is not open on such
day, on the next day such exchange is open) as reported by such exchange or on
a consolidated tape reflecting transactions on such exchange, or (ii) if the
principal market for the Common Stock is not a national securities exchange,
the closing average of the highest bid and lowest asked prices per share of
Common Stock on such day (or, if such exchange is not open on such day, on the
next day such exchange is open) as reported by the market upon which the Common
Stock is quoted, or an independent dealer in the Common Stock, as determined by
the Company in good faith; provided, however, that if clauses (i) and (ii) are
all inapplicable, or if no trades have been made and no quotes are available
for such day, the Fair Market Value of the Common Stock shall be determined by
the Committee in good faith by any method consistent with applicable
regulations adopted by the United States Treasury Department relating to stock
options or stock valuation.


          12.
Restrictive Covenants


	
 

	
 

	
 


	
 

	
a.

	
Non-Solicitation
of Employees


	
 

	
 

	
 


	
 

	
 

	
You agree
that, during your employment by the Company or any subsidiary and through the
end of two (2) years after the cessation of your employment with the Company
or any subsidiary, you 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 your 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 you serving as a reference upon request, and
(b) you 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.


	
 

	
 

	
 


	
 

	
b.

	
Non-Solicitation
of Clients and Vendors


	
 

	
 

	
 


	
 

	
 

	
You agree
that, during your employment by the Company or any subsidiary and through the
end of two (2) years after the cessation of your employment with the Company
or any subsidiary, you 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 your 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.


	
 

	
 

	
 


	
 

	
c.

	
Non-Disparagement


	
 

	
 

	
 


	
 

	
 

	
During your
employment by the Company or any subsidiary and indefinitely thereafter,
neither party shall make any statements, written or oral, to any third party
which disparage, criticize, discredit or otherwise operate to the detriment
of you or the Company, its present or former officers, shareholders,
directors and employees and their respective business reputation and/or
goodwill, provided, however, that nothing in this Section 12(c) shall
prohibit either party from (i) making any truthful statements or disclosures
required by applicable law regulation or (ii) taking any action to enforce
its rights under this Letter or any other agreement in effect between the
parties.





48









	
 

	
 

	
 

	
 


	
 

	
d.

	
Confidentiality


	
 

	
 

	
 


	
 

	
 

	
1)

	
During your
employment by the Company or any subsidiary and indefinitely thereafter, you
shall keep secret and retain in strictest confidence, any and all
Confidential Information relating to the Company, except where your
disclosure or use of such Confidential Information is in furtherance of the
performance by you of your duties to the Company and not for personal benefit
or the benefit of any interest adverse to the Company’s interests. For
purposes of this Letter, “Confidential Information” shall mean any
information including without limitation plans, specifications, models,
samples, data, customer lists and customer information, computer programs and
documentation, and other technical and/or business information, in whatever
form, tangible or intangible, that can be communicated by whatever means
available at such time, that relates to the Company’s current business or
future business contemplated during your employment, products, services and
development, or information received from others that the Company is
obligated to treat as confidential or proprietary (provided that such
confidential information shall not include any information that (a) has
become generally available to the public or is generally known in the
relevant trade or industry other than as a result of an improper disclosure
by you, or (b) was available to or became known to you prior to the
disclosure of such information on a non-confidential basis without breach of
any duty of confidentiality to the Company), and you shall not disclose such
confidential information to any Person (as defined below) other than the
Company, except with the prior written consent of the Company, as may be
required by law or court or administrative order (in which event you shall so
notify the Company as promptly as practicable), or in performance of your
duties on behalf of the Company. Further, this Section 12(d) shall not
prevent you from disclosing Confidential Information in connection with any
litigation, arbitration or mediation to enforce this Letter or other
agreement between the parties, provided such disclosure is necessary for you
to assert any claim or defense in such proceeding.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
For purposes
of this Letter, “Person” shall mean an individual,
corporation, partnership, limited liability company, limited liability
partnership, association, trust or other unincorporated organization or
entity.


	
 

	
 

	
 

	
 


	
 

	
 

	
2)

	
Upon your
termination of employment for any reason, you shall return to the Company all
copies, reproductions and summaries of Confidential Information in your
possession and use reasonable efforts to erase the same from all media in
your possession, and, if the Company so requests, shall certify in writing
that you have done so, except that you may retain such copies, reproductions
and summaries during any period of litigation, arbitration or mediation
referred to in Section 12(d)(1). All Confidential Information is and shall
remain the property of the Company (or, in the case of information that the
Company receives from a third party which it is obligated to treat as
confidential, then the property of such third party); provided, you shall be
entitled to retain copies of (i) information showing your compensation or
relating to reimbursement of expenses, (ii) information that is required for
the preparation of your personal income tax return, (iii) documents provided
to you in your capacity as a participant in any employee benefit plan, policy
or program of the Company and (iv) this Letter and any other agreement by and
between you and the Company with regard to your employment or termination
thereof.


	
 

	
 

	
 

	
 


	
 

	
 

	
3)

	
All
Intellectual Property (as hereinafter defined) and Technology (as hereinafter
defined) created, developed, obtained or conceived of by you during your
employment, and all business opportunities presented to you during your
employment, shall be owned by and belong exclusively to the Company, provided
that they reasonably relate to any of the business of the Company on the date
of such creation, development, obtaining or conception, and you shall (i)
promptly disclose any such Intellectual Property, Technology or business
opportunity to the Company, and (ii) execute and deliver to the Company,
without additional compensation, such instruments as the Company may require
from time to time to evidence its ownership of any such Intellectual
Property, Technology or business opportunity. For purposes of this Letter,
(x) the term “Intellectual Property”
means and includes any and all trademarks, trade names, service marks,





49









	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
service names,
patents, copyrights, and applications therefor, and (y) the term “Technology” means and includes any and all trade
secrets, proprietary information, invention, discoveries, know-how, formulae,
processes and procedures.





          The
parties acknowledge that the restrictions contained in this Section 12 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 Letter, without
receiving the additional consideration offered by you in binding yourself to
any of these restrictions. In the event of a breach or threatened breach by you
of any of these restrictions, the Company shall be entitled to apply to any
court of competent jurisdiction for an injunction restraining you 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.


          13.
No Guarantee of Continuation of Service


          This
grant of this Option does not constitute an assurance of continued Service for
any period or in any way interfere with the Company’s right to terminate your
Service. 


          14.
Administration


          The
Committee has the sole power to exercise its good faith judgment to interpret
the Plan and this Letter and to act upon all matters relating this grant to the
extent provided in the Plan and not inconsistent with the terms of this Letter.
Any decision, determination, interpretation, or other action taken pursuant to
the provisions of the Plan and this Letter by the Committee shall be final,
binding, and conclusive. 


          15.
Section 409A


          Notwithstanding
anything to the contrary in the Plan or this Letter to the contrary, no
benefits to be paid or provided to you, if any, pursuant to this Letter 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
you have a “separation from service” within the meaning of Section 409A. For
purposes of this Letter, “Section 409A” means Section 409A of the Internal
Revenue Code of 1986, as amended or any regulations or Treasury guidance
promulgated thereunder (“Section 409A”).


          Notwithstanding
any provision of the Plan or this grant to the contrary, if you are a
“specified employee” as determined by the Board or the Committee, in accordance
with Section 409A, you 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 your
termination of employment for any reason other than death (except that during
such six (6) month period you 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 your death.


          Notwithstanding
any provision of the Plan or this Letter 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 Company within the meaning of Section 409A, then notwithstanding
such vesting, payment will be made to you on the earliest of (i) your
“separation from service” with the Company (determined in accordance with
Section 409A) or, if you are a specified employee within the meaning of
Section 409A, such later date as provided in the preceding paragraph,
(ii) the date payment otherwise would have been made, or (iii) the
date of your death.


          This
Option is intended to be exempt from or comply with the requirements of Section
409A so that none of the 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 Letter or of any award of compensation, including equity compensation or
benefits would cause you to incur any 


50





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.


          16.
Amendment


          The
Committee may from time to time amend the terms of this grant in accordance
with the terms of the Plan in effect at the time of such amendment, but no
amendment which is unfavorable to you can be made without your written consent.



          The
Plan is of unlimited duration, but may be amended, terminated or discontinued
by the Board of Directors of the Company at any time. However, no amendment,
termination or discontinuance of the Plan will unfavorably affect this grant.


          Notwithstanding
the foregoing, the Committee expressly reserves the right to amend the terms of
the Plan and this grant with your consent which shall not be unreasonably
withheld to the extent it determines that such amendment is necessary or
desirable for an exemption from or compliance with the distribution,
acceleration and election requirements of Section 409A of the Code. 


          17.
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 you, at your 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.


          18.
Representations


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


          19.
Amendment


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


          20.
Binding Effect


          This
Letter shall be binding upon and inure to the benefit of the Company and any
Successor. As used herein, a “Successor” shall mean
any successor organization that succeeds to the Company (or to any direct or
indirect successor) by merger or consolidation or operation of law, or by
acquisition of all or substantially all of the assets of the Company (or of any
direct or indirect successor).


51





          21.
Governing Law


          This
Letter 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, except to the extent the laws of the State of
Delaware mandatorily govern.


          22.
Severability


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


          23.
Execution in Counterparts


          This
Letter 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.


          24.
Entire Agreement


          This
Letter, together with (i) the Severance Agreement between the Company and you,
as executed as of the same date as this Letter (the “Severance Agreement”) and
(ii) award agreements entered into by and between you and the Company with
respect to outstanding incentive awards and incentive awards granted on or
before the date hereof, 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.


          25.
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 Letter. 


          26.
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
Letter, and waives the defense of inconvenient forum to the maintenance of any
such action or proceeding.


	






52





          This
Letter contains the formal terms and conditions of your award and accordingly
should be retained in your files for future reference. The Company may require
you to provide evidence of your acknowledgment of this Letter using such means
of notification as may be communicated to you by the Company or its service
provider. 


	
 

	
 

	
 

	
 


	
 

	
Very truly
yours, 


	
 

	
 


	
 

	
THESTREET,
INC. 


	
 

	
 


	
 

	
By: 

	
/s/ William
R. Gruver

	
 


	
 

	
 

	




	
 


	
 

	
Name:
William R. Gruver


	
 

	
Title:
Chairman, Compensation Committee


	
 

	
 


	
AGREED TO
AND ACCEPTED:

	
 


	
 

	
 


	
/s/
Elisabeth DeMarse

	
 


	




	
 


	
Elisabeth
DeMarse

	
 





53