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Document Preview Employment Agreement |
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Title: |
Employment Agreement |
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Entities: |
Thestreet com; TheStreet.com, Inc.; Paul, Weiss, Rifkind, Wharton & Garrison |
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Date: |
2004 |
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Size: |
Preview shows 7KB of 37KB total |
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Price: |
$40 |
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ID: |
#1578047 |
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EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of February 22, 2004 (this “Employment Agreement”), by and between TheStreet.com, Inc., a Delaware corporation (the “Company”), and James Cramer (“Cramer”).
WHEREAS, Cramer has been employed by the Company pursuant to an employment agreement dated February 22, 2003 (the “2003 Employment Agreement”);
WHEREAS, the 2003 Employment Agreement superseded Cramer’s amended and restated employment agreement, dated as of January 1, 2002 (“the 2002 Employment Agreement”), which 2002 Employment Agreement contained a provision pursuant to which the Company agreed to indemnify and hold harmless Cramer against certain losses incurred by him as a result of his furnishing of on-air radio hosting services under Cramer’s agreement with Premiere Radio Networks, dated April 4, 2001 (the “Premiere Agreement”);
WHEREAS, the 2002 Employment Agreement and the 2003 Employment Agreement shall be referred to collectively herein as “Prior Employment Agreements”;
WHEREAS, the Company and Cramer wish to supersede all Prior Employment Agreements with this Employment Agreement;
WHEREAS, the Premiere Agreement was terminated by the parties as of December 30, 2002, and the Company entered into an agreement with Buckley Broadcasting Corp.-WOR (“Buckley”) dated December 30, 2002 (the “Radio Agreement”), under which the Company agreed to furnish certain of its personalities, including Cramer, to perform on-air hosting and other customary radio programming services, as more fully described therein (“Radio Services”), in connection with the broadcasting of radio programming thereunder; and
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Section 1. Duties.
(a) The Company hereby appoints Cramer, and Cramer hereby accepts the appointment, as an outside contributor for the Company, This Employment Agreement shall be effective from the date hereof and shall expire on February 21, 2005, unless sooner terminated in accordance with Section 4 hereof (the “Term”). During the Term, except during any week when Cramer is on vacation as set forth in Section 2(c) hereof, Cramer will author no fewer than twelve (12) articles per week intended for publication in TheStreet.com’s publications. The Company agrees that during the Term, it shall include an appropriate reference to Cramer (e.g., the current reference to “Cramer’s Latest”) on the home page of the web sites for which Cramer writes. In addition, Cramer agrees to write for such other products as the parties mutually agree during the Term, including, without limitation, the product known as “Action Alerts PLUS”. During the Term, the Company agrees to provide an assistant for Cramer, who shall be an employee of the Company, and who shall be subject to all laws, rules, regulations and policies, including TheStreet.com’s Policy on Investments, a current copy of which is attached as Exhibit A hereto (the “Investment Policy”), as are applicable to employees of the Company, and shall be located at the Company’s offices. For purposes of the Investment Policy, Cramer’s assistant shall be subject to the trading restrictions applicable to “Editorial Staffers,”notwithstanding the fact that such
assistant may primarily perform duties associated with the designation of “Business Staffer” under the Policy.
(b) Cramer agrees to perform faithfully his duties as an outside contributor pursuant to this Employment Agreement to the best of his abilities. In connection with the preparation of articles during the Term, Cramer shall communicate solely with the Company’s Editor-in-Chief or his or her designee. During the Term, Cramer must comply with all laws applicable to the Company’s employees, as well as, to the extent provided herein, the Investment Policy and, to the extent Cramer writes for the product known as “Action Alerts PLUS” or any other newsletter product, to the applicable Policy for Writers of Investment Newsletters, a copy of which is attached as Exhibit B hereto (the “Newsletter Policy”). For purposes of the Investment Policy, Cramer shall be deemed an “Outside Contributor” and an “Advisory Representative” as such terms are defined in the Investment Policy, and shall be subject only to the provisions of the Investment Policy that pertain to Outside Contributors and Advisory Representatives. Cramer agrees that he shall be obligated to comply with any provisions of the Investment Policy that pertain to Outside Contributors and Advisory Representatives, including those pertaining to disclosure, and with all provisions of the Newsletter Policy, as they may be implemented or amended from time to time throughout the Term; provided however that if the Investment Policy, Newsletter Policy and/or disclosure provisions implemented or amended by the Company during the Term differ from the policies in place on the date hereof in any way which Cramer believes, in his sole discretion, will have a materially adverse effect on Cramer’s outside business activities, then Cramer shall be entitled to voluntarily resign without Good Reason as set forth in Section 4(a) hereof, and such resignation shall not be considered a breach of this Employment Agreement.
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