e60260268frm8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 9, 2008
THESTREET.COM,
INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
(State or
other jurisdiction of incorporation)
0-25779
|
06-1515824
(IRS
Employer Identification No.)
|
14
WALL STREET, 15TH
FLOOR
NEW YORK, NEW YORK
10005
(Address
of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212)
321-5000
N/A
(Former name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below):
□ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
□ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
□ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into
Material Definitive Agreement.
Employment Agreement with
James J. Cramer
On April
9, 2008, TheStreet.com, Inc. (the “Company) and its co-founder, director and
columnist, James J. Cramer, entered into a new employment agreement (the
“Employment Agreement”), effective January 1, 2008 (the “Effective
Date”). Pursuant to the Employment Agreement, Mr. Cramer will, among
other things, author articles for the Company’s advertising supported and paid
publications including the Company’s Action Alerts PLUS product and provide
reasonable promotional and other services, subject to certain terms and
conditions.
As
compensation for his services under the Employment Agreement, Mr. Cramer will
receive, among other things, an annual salary of $1,300,000, $1,560,000 and
$1,872,000, respectively, for the three successive years of the Employment
Agreement. In addition, Mr. Cramer will receive a signing bonus in
the amount of $100,000 and will be eligible for an annualized target bonus equal
to 75% of salary based upon achievement of financial targets as determined by
the Company.
Mr.
Cramer also will receive restricted stock units (“RSUs”) under the Company’s
2007 Performance Incentive Plan (the “Plan”) with respect to 300,000 shares of
the Company’s common stock. The RSUs will be payable in shares of
such common stock and vest and become payable in equal installments on each
January 1 of the next successive five years, provided that Mr. Cramer remains an
employee of the Company on such date, subject to accelerated vesting following a
“Change of Control” (as defined in the Agreement) and other terms and
conditions. Mr. Cramer also is eligible to receive additional awards
under the Plan as determined by the Company. Subject to certain terms and
conditions, Mr. Cramer also is entitled to a cash payment equal to three times
his “base amount” (as defined in the Employment Agreement) following a Change of
Control, following which Mr. Cramer also has the right to terminate the
Employment Agreement.
Mr.
Cramer has agreed that, during the term of the Employment Agreement, he will not
author articles for other online financial publications that compete with the
Company or act in certain capacities for any other start-up on-line
business that competes with the Company, in any case without the Company’s
consent, except for certain print publications (including, for example, his
authorship of a column for New
York magazine) and contents of Mr. Cramer’s books appearing on the
Internet. Mr. Cramer is permitted to pursue other journalistic and
other endeavors, provided that they are not inconsistent with the performance of
his obligations to the Company. Such prohibitions shall continue for
18 months following his termination by the Company for “Cause” or by him without
“Good Reason” (as such terms are defined in the Employment
Agreement). In addition, until 18 months after the termination of his
employment, Mr. Cramer will not solicit for employment any person who was
employed by the Company during the six months prior to such
termination.
The
Employment Agreement has a term of three years, provided that Mr. Cramer may
terminate the Employment Agreement as of January 15 of any year upon not less
than 60 days and not more than 90 days prior written notice to the Company,
whereupon he will be entitled to, among other things, salary, vested RSUs and
the prior year’s unpaid bonus, if any, through the date of termination, subject
to certain terms and conditions. If the Company terminates Mr.
Cramer’s employment for Cause or Mr. Cramer terminates his employment without
Good Reason, then he will be entitled to, among other things, salary and vested
RSUs through the date of termination, subject to certain terms and
conditions. If Mr. Cramer terminates his employment for Good
Reason, then he will be entitled to, among other things, salary
through the date of termination, accelerated vesting of all RSUs, an amount
equal to the Change of Control payment, the prior year’s unpaid bonus, if any,
and pro-rated then current year bonus, if any, subject to certain terms and
conditions.
If
certain payments to Mr. Cramer, including pursuant to a Change of Control,
are determined to be subject to “Excise Tax” (as defined in the Employment
Agreement), then Mr. Cramer shall be entitled to an additional payment in an
amount equal to the net Excise Tax imposed on such payments, subject to certain
terms and conditions.
The
Employment Agreement contains indemnification provisions pursuant to which the
Company has agreed to defend, indemnify and hold harmless Mr. Cramer, with
certain exceptions, against, among other things, losses suffered in
connection with the provision of his services under the Employment Agreement
(and previous employment agreements).
Under the
Employment Agreement, Mr. Cramer has agreed to terminate all Rule 10b5-1 plans
with respect to the Company’s common stock within three days of the execution of
the Employment Agreement and to not establish a Rule 10b5-1 plan before April 1,
2009.
A copy of
the Employment Agreement is filed as Exhibit 10.1 to this report and is
incorporated herein by reference. A copy of the restricted stock unit
grant letter in connection with the Employment Agreement is filed as Exhibit
10.2 to this report and is incorporated herein by reference. All of
the information contained in this report regarding the Employment Agreement is
qualified in its entirety by the complete terms of the Employment Agreement as
so filed, to which reference is hereby made.
Item
9.01. Exhibits.
(c)
Exhibits
10.1
|
Employment
Agreement, dated April 9, 2008, between James J. Cramer and TheStreet.com,
Inc.
|
10.2
|
Restricted
Stock Unit Award Letter, dated April 9, 2008, between James J. Cramer and
TheStreet.com, Inc.
|
99.1
|
Press
Release Dated April 9, 2008
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
April 9, 2008
|
THESTREET.COM,
INC. (Registrant)
By: /s/
Thomas J. Clarke,
Jr.
Thomas J. Clarke, Jr.
Chairman
and Chief Executive Officer
|
EXHIBIT
INDEX
10.1
|
Employment
Agreement, dated April 9, 2008, between James J. Cramer and TheStreet.com,
Inc.
|
10.2
|
Restricted
Stock Unit Award Letter, dated April 9, 2008, between James J. Cramer and
TheStreet.com, Inc.
|
99.1
|
Press
Release dated April 9, 2008
|