Exhibit 10.1


 





 


June 9, 2016


 


David Callaway


 


Dear Dave,


 


Pending approval from
the Board of Directors, we are pleased to extend to you an offer of employment with TheStreet, Inc. (the “Company”
or “TheStreet”) as described below:


 


		1.	POSITION: You will serve in a full-time
                                         capacity at TheStreet with the title of President & Chief Executive Officer, TheStreet,
                                         Inc. You will perform such duties, functions and responsibilities as are generally incident
                                         to such position, reporting to and subject to the direction of the Board of Directors.



 


		2.	TERM: You will commence employment
                                         on a mutually agreed upon date on or before July 6, 2016 and your employment shall continue
                                         until terminated by either you or the Company.



 


		3.	AT WILL STATUS: Your employment with
                                         TheStreet is “at will.” This means that either you or TheStreet 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, unless you receive a document expressly stating
                                         that your employment is no longer at-will, which is signed both by you and the Company’s
                                         Chairman of the Board.



 


		4.	COMPENSATION: We will compensate you
                                         as an exempt employee at the rate of $20,833.34 semi-monthly, which is $500,000 on an
                                         annualized basis. Payments are made on the 15th and last day of each month
                                         (or the preceding business day if the regular payday falls on a weekend or holiday) and
                                         will be subject to applicable withholding and taxes.



 


		5.	BONUS: In addition to your base salary,
                                         you are eligible to receive a bonus of up to 50% of the base salary you receive during
                                         the calendar year (the “Annual Bonus”), as determined by the Company in its
                                         sole discretion, which determination may be based on both your individual performance
                                         and the performance of the Company. Bonuses will be calculated, determined and paid out
                                         on an annual basis. Any bonus amount determined by the Compensation Committee of the
                                         Board of Directors of the Company (“Compensation Committee”) to be payable
                                         shall be paid not later than 60 days following the end of the year, provided that you
                                         must remain a full-time employee of the Company through the payment date in order to
                                         receive the payment. For 2016, your Annual Bonus will be guaranteed at a minimum of 50%
                                         of your potential bonus amount for the calendar year provided that you must remain a
                                         full-time employee of the Company with no notice by you of your intent to cease such
                                         employment through the payment date in order to receive the payment.



 


14 Wall Street 15th Floor NY, NY 10005 T
212 321 5000 www.thestreet.com


 




     


     


    

  


		6.	BENEFITS: You will be eligible to participate
                                         in any employment benefits plans provided by TheStreet, 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 comprehensive Life Insurance, Short-Term and
                                         Long-Term Disability Plans subject to applicable waiting periods and four (4) weeks of
                                         paid vacation annually (prorated for any partial year). You will also have the opportunity
                                         to participate in TheStreet’s 401(k) Savings Plan which currently has an 8% employer
                                         match, Flexible Spending Account Plans and Transit Benefits, subject to the terms, conditions
                                         and eligibility requirements of such plans. TheStreet reserves the right to amend or
                                         terminate any of its benefit programs at any time with or without notice in its sole
                                         discretion.



 


		7.	EQUITY COMPENSATION: As soon as practicable
                                         following your start date, the Company will grant you an option to purchase 1,000,000
                                         shares of common stock of the Company (the “Option”). The Option will vest
                                         and become exercisable at the rate of 1/3 of the shares subject to the Option on the
                                         first anniversary of the Start Date and 1/36 of the original Option grant in monthly
                                         increments over the next 24 months thereafter on the anniversary of the grant date (or
                                         the last day of the month, if necessary). The per share exercise price for the Option
                                         will be the closing price of TheStreet common stock on the NASDAQ Stock Market on the
                                         grant date. The Option will be a nonqualified and a non-plan grant intended to constitute
                                         an “inducement award” within the meaning, and subject to the requirements
                                         of, the corporate governance rules for the NASDAQ Stock Market. Details regarding this
                                         grant, including any terms and conditions will be set forth in a separate grant agreement
                                         (the “Notice of Grant”). In addition to the Option, subject to Compensation
                                         Committee approval and your continued service, you will be eligible for additional discretionary
                                         grants on July 1, 2017; July 1, 2018; and July 1, 2019 (the “Discretionary Grants”).
                                         The number of shares subject to a Discretionary Grant, if approved by the Compensation
                                         Committee, will be determined in the sole discretion of the Compensation Committee taking
                                         into account the outstanding shares remaining in the 2007 Performance Incentive Plan,
                                         your achievement against certain performance based targets and any other factors that
                                         the Compensation Committee deems appropriate.



 


		8.	POLICIES: As an employee, you will
                                         be required to comply fully with the provisions of the TheStreet’s Insider Trading
                                         Compliance Program, Code of Business Conduct and Ethics, Compliance Manual and other
                                         compliance policies and procedures relevant to your position with the Company (the “Employment
                                         Materials”). Compliance is a condition of employment at TheStreet and you will
                                         be required to sign forms confirming that you will abide by the requirements of these
                                         policies and procedures. These materials, however, will not change your at-will employment
                                         status and are merely meant to provide additional information relating to your job. As
                                         a condition of employment, every individual must also complete the Employment Eligibility
                                         Verification Form I-9 and provide documentation that establishes their identity and eligibility
                                         for employment. This offer is contingent upon the satisfactory completion of the background
                                         verification process.



 


14 Wall Street 15th Floor NY, NY 10005 T
212 321 5000 www.thestreet.com


 




     


     


    

  


This letter and the Employment
Materials contain all of the terms of your employment with the TheStreet 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 TheStreet’s Vice President of Human Resources (except that no amendment may change the
at will nature of the employment unless in accordance with Paragraph 3).  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 hope that you find the foregoing terms acceptable. We are delighted
to have you join TheStreet and look forward to a mutually beneficial working relationship. If you have any questions, please do
not hesitate to contact me at 212-321-5997.


 


	Sincerely,	 
	 	 
	Larry Kramer	 
	Chairman & Interim Chief Executive Officer	 
	 	 
	ACCEPTED AND AGREED	 
	 	 
	 	 
	David Callaway	 


 


14 Wall Street 15th Floor NY, NY 10005 T
212 321 5000 www.thestreet.com