Form 8-K
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): December 27, 2005
THESTREET.COM,
INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
(State
or
other jurisdiction of incorporation)
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0-25779
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06-1515824
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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
Not
Applicable
(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:
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£
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Section
1. Registrant's Business and
Operations
Item
1.01. Entry into Material Definitive Agreement.
On
December 27, 2005, TheStreet.com, Inc. (the “Company”) and Thomas J. Clarke, Jr.
entered into a new Employment Agreement (the “Agreement”), effective as of
January 1, 2006, upon expiration of his prior employment agreement with the
Company. Pursuant to the Agreement, Mr. Clarke will continue to serve as the
Chairman of the Board and Chief Executive Officer of the Company through
December 31, 2007.
In
consideration for his service, Mr. Clarke is entitled to an annual base salary
of $410,000 and is eligible to receive annual cash bonus compensation, with
a
target of such bonus being 75% of such salary. Mr. Clarke also will receive
an
annual grant of long-term equity incentive compensation pursuant to the
Company’s Amended and Restated 1998 Stock Incentive Plan on or about the
beginning of each year of his employment under the Agreement. Each grant
will
have a value on the grant date of $300,000 and will vest ratably over the
first
three anniversaries of the effective date of the grant.
If
Mr.
Clarke’s employment is terminated other than for “Cause” (as defined in the
Agreement), if he resigns for “Good Reason” (as defined in the Agreement) or if
under certain circumstances the term of the Agreement expires without renewal,
then he shall be entitled to receive (i) previously earned salary and bonus,
including as prorated through the date of termination, resignation or
expiration, as the case may be, (ii) health and insurance benefits for up
to one
year, and (iii) up to 150% of such salary (100% in the case of such expiration),
and the outstanding long-term equity incentive grants would immediately vest.
Pursuant to the Agreement, and as a condition to certain of the forgoing
severance entitlements, Mr. Clarke is subject to certain non-competition,
non-solicitation and confidentiality restrictions.
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.
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THESTREET.COM,
INC. (Registrant)
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January
3, 2006
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By:
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/s/
Thomas J. Clarke, Jr.
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Name:
Thomas J. Clarke, Jr.
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Title:
Chief Executive Officer
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