The Street June 10, 2019
EXHIBIT 10.2
Execution Version
The Street
June 10, 2019
Xxxx
Xxxxxxxx
X.X. Xxx 000
Xxx Xxxxxx, XX 00000
Delivered Via E-Mail – xxxx.xxxxxxxx@xxxxxxxxx.xxx
Dear Xxxx,
As you are aware, TheStreet, Inc. (the “Company”) intends to enter into a sale transaction (the “Transaction”) following which the Company will become a wholly owned subsidiary of TheMaven, Inc. (“Parent”). The purpose of this letter agreement (the “Agreement”) is to memorialize the understanding between you and the Company regarding modifications to your existing employment rights and obligations effective as of, and contingent upon, the closing of the Transaction (the “Closing”). If the Closing is not consummated, this Agreement will be null and void.
This Agreement represents a supplement to the following arrangements currently in place between you and the Company: (i) the letter agreement you entered into with the Company on December 5, 2018 (the “Promotion Letter”), (ii) the Transaction Severance Agreement between you and the Company dated May 18, 2018 (the “Transaction Severance Agreement”) and (iii) the cash award letter dated February 14, 2019 (the “Cash Award Letter” and collectively with the Promotion Letter and the Transaction Severance Agreement, the “Existing Agreements”). Except as specifically modified herein, the Existing Agreements, as may have been modified through the date hereof, shall continue to govern your rights and obligations with respect to your continued employment following the Closing.
1. Commitment to Continued Employment. In exchange for the enhancements to your compensation as set forth in the Agreement, you agree that you will not resign, with or without Good Reason (as defined in your Transaction Severance Agreement), during the three (3) month period immediately following the Closing (the “Commitment Period”). During the Commitment Period, you will continue to receive your base salary and be eligible for all other employee benefit programs of the Company.
2. Enhanced Cash Award. The amount of the cash award payable to you under the Cash Award Letter shall be increased from $100,000 to $200,000.
3. Retention Bonuses. The terms related to your payment retention bonuses set forth under the Promotion Letter shall be modified as follows:
| • | If not already paid as of the Closing, the First Cash Award (as defined in the Promotion Letter) shall be paid effective as of, contingent upon, the Closing. |
| • | The Second Cash Award (as defined in the Promotion Letter) shall be paid on the Second Retention Date (as defined in the Promotion Letter), or such earlier date as permitted under Section 409A (as defined below) without any adverse tax consequences to you; provided, however, that at your election, the Company will contribute the amount of the Second Cash Award to a Rabbi Trust for your benefit. If you elect a Rabbi Trust, the Company shall be responsible for all costs related to the implementation and maintenance of such Rabbi Trust. |
| • | The unpaid portion of the Third Cash Award (as defined it he Promotion Letter) as of the Closing shall be accelerated and paid effective as of, and contingent upon, the Closing. |
4. Pro-Rata Annual Bonus. If you continue as an employee of the Company through the end of the Commitment Period, or you are terminated without Cause (as defined in the Transaction Severance Agreement) prior to the end of the Commitment Period, you will receive an additional pro-rata annual bonus for the entire Commitment Period equal to $56,250. If, by agreement, the Commitment Period is extended, the Pro-Rata Bonus Amount will instead be calculated as an amount equal to (x)
$225,000 multiplied by (y) the number of days worked by you from the Closing to the date of your termination of employment, inclusive, divided by 365 days.
5. Status. Following the Closing, you may not be designated as an executive officer of the Company or the Parent without your express written consent. Additionally, neither the Company nor the Parent will use your name or likeness, including, without limitation, posting your name on the website or issuing a press release including your name, without your prior written consent.
6. At Will Status. Your employment remains at-will, meaning that you and the Company may terminate the employment relationship at any time, with or without cause, and with or without notice.
7. Section 409A; Bonus Program. This Agreement is intended to comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be exempt.
8. Prior Agreements; Amendment. This agreement contains all of the understandings and representations between the Company and you relating to the modification of your Existing Agreements and supersedes all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, with respect to any other modifications to your Existing Agreements. This Agreement may not be amended or modified unless in writing signed by both the Company and you.
9. Governing Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of New York.
[Signature Page Follows]
We appreciate your hard work and continued efforts on behalf of the Company. Please contact me if you have any questions about this Agreement.
| THESTREET, INC. | XXXX XXXXXXXX | ||
| By: /s/ Xxxxx Xxxxxx | _______________________________ | ||
| Printed Name: Xxxxx Xxxxxx | Date: ___________________________ | ||
| Title: Chairman of the Board of Directors | |||
| Date: 6/10/2019 |
We appreciate your hard work and continued efforts on behalf of the Company. Please contact me if you have any questions about this Agreement.
| THESTREET, INC. | XXXX XXXXXXXX | ||
| By: __________________ | /s/ Xxxx Xxxxxxxx | ||
| Printed Name: Xxxxx Xxxxxx | Date: _________ | ||
| Title: Chairman of the Board of Directors | |||
| Date: ________________ |
