Jim Cramer Signs New 4-Year Deal with TheStreet (TST)
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TheStreet (NASDAQ: TST) announced that that it entered into a new four year agreement with Jim Cramer, the Company's co-founder and Markets Contributor. The new agreement is effective December 1, 2013 and will expire on December 31, 2017. It is one year longer than his prior contract.
The company said Cramer will continue his role as Chief Markets Commentator for TheStreet, continue trading his multi-million dollar Charitable Trust portfolio at Action Alerts Plustm (www.actionalertsplus.com) and publishing his blog three times daily on Real Moneytm (www.realmoney.com).
Carmer will receive a royalty based on the total net revenues of certain of the Company's subscription products. The total royalty payment for each calendar year during the term, commencing with 2014, will not be less than $2.5 million.
"The Company greatly benefits from the many contributions of our founder, Jim Cramer, the most recognized personality in financial media and a true market savant," said Elisabeth DeMarse, Chairman, President and CEO of TheStreet. "Jim Cramer's continued commitment to TheStreet and eagerness to renew his contract for a longer period than the last agreement is strong validation of the strategic direction of the Company. Harnessing Jim's digital rights enables our Premium Subscription division to drive greater revenue, expand our video offerings, and launch new products to support organic growth."
More on Cramer's pay from 8-K
In consideration for providing these services, Mr. Cramer will receive a royalty based on the total net revenues of certain of the Company’s subscription products. The total royalty payment for each calendar year during the term, commencing with 2014, will not be less than $2.5 million. Effective January 1, 2014, the Company will pay Mr. Cramer a monthly draw against the annual royalty payment. To the extent the royalty calculated for a calendar quarter exceeds the sum of the monthly draws actually paid to Mr. Cramer for the same calendar quarter, the Company will pay Mr. Cramer the unpaid portion of the royalty calculated for such calendar quarter within 30 days following the end of such calendar quarter. In addition, during the term of the Agreement, commencing with calendar year 2014, the Company will pay Mr. Cramer an annual license fee in the amount of $300,000 for the use of his name and likeness.
Mr. Cramer will also receive restricted stock units (“RSUs”) under the Company’s 2007 Performance Incentive Plan worth $3,000,000, as follows: Effective December 2, 2013, Mr. Cramer will be granted RSUs with respect to a number of shares of the Company’s common stock, par value $.01 (“Common Stock”), equal to the lesser of (x) 1,000,000 or (y) $3,000,000 divided by the December 2, 2013 closing price for a share of Common Stock, as reported in the Wall Street Journal. This RSU award will be payable in shares of Common Stock and will vest and become payable in 25% installments on December 31 of each of 2014, 2015, 2016 and 2017, subject to Mr. Cramer’s continued service through each such vesting date and other terms as set forth in the applicable award agreement. If the value of the first RSU award is less than $3,000,000, then as soon as practicable after January 1, 2014, Mr. Cramer will be granted additional RSUs with respect to a number of shares of Common Stock equal to (x) $3,000,000 less (1,000,000 multiplied by the December 2, 2013 closing price for a share of Common Stock, as reported in the Wall Street Journal) divided by (y) the closing price for a share of Common Stock, as reported in the Wall Street Journal, on the date of grant of the second RSU award. The second RSU award will have the identical vesting and other terms and conditions as the first RSU award. Upon (i) the consummation of a “change of control” of the Company, (ii) a termination of Mr. Cramer’s employment by the Company without “cause” or (iii) Mr. Cramer’s resignation for “good reason” (as such terms are defined in the Agreement or the award agreement, as applicable), all of the unvested RSUs held by Mr. Cramer will become fully vested.
Mr. Cramer has agreed that, during the term of the Agreement and, if, during the term of the Agreement, either the Company terminates Mr. Cramer’s employment for cause or Mr. Cramer resigns without good reason, for a period of 18 months following such termination of employment, he will not author articles or columns for any other digital financial publication that competes with the Company without first obtaining the Company’s consent. In addition, subject to certain exceptions, during the term of the Agreement and for a period of 18 months after the cessation of his employment, he will not solicit for employment, in any business enterprise or activity, any person who was employed by the Company during the six months prior to the cessation of his employment.
The Agreement may be terminated by the Company for cause, by Mr. Cramer for good reason, upon Mr. Cramer’s death or disability, or upon the dissolution or liquidation of the Company.
The company said Cramer will continue his role as Chief Markets Commentator for TheStreet, continue trading his multi-million dollar Charitable Trust portfolio at Action Alerts Plustm (www.actionalertsplus.com) and publishing his blog three times daily on Real Moneytm (www.realmoney.com).
Carmer will receive a royalty based on the total net revenues of certain of the Company's subscription products. The total royalty payment for each calendar year during the term, commencing with 2014, will not be less than $2.5 million.
"The Company greatly benefits from the many contributions of our founder, Jim Cramer, the most recognized personality in financial media and a true market savant," said Elisabeth DeMarse, Chairman, President and CEO of TheStreet. "Jim Cramer's continued commitment to TheStreet and eagerness to renew his contract for a longer period than the last agreement is strong validation of the strategic direction of the Company. Harnessing Jim's digital rights enables our Premium Subscription division to drive greater revenue, expand our video offerings, and launch new products to support organic growth."
More on Cramer's pay from 8-K
In consideration for providing these services, Mr. Cramer will receive a royalty based on the total net revenues of certain of the Company’s subscription products. The total royalty payment for each calendar year during the term, commencing with 2014, will not be less than $2.5 million. Effective January 1, 2014, the Company will pay Mr. Cramer a monthly draw against the annual royalty payment. To the extent the royalty calculated for a calendar quarter exceeds the sum of the monthly draws actually paid to Mr. Cramer for the same calendar quarter, the Company will pay Mr. Cramer the unpaid portion of the royalty calculated for such calendar quarter within 30 days following the end of such calendar quarter. In addition, during the term of the Agreement, commencing with calendar year 2014, the Company will pay Mr. Cramer an annual license fee in the amount of $300,000 for the use of his name and likeness.
Mr. Cramer will also receive restricted stock units (“RSUs”) under the Company’s 2007 Performance Incentive Plan worth $3,000,000, as follows: Effective December 2, 2013, Mr. Cramer will be granted RSUs with respect to a number of shares of the Company’s common stock, par value $.01 (“Common Stock”), equal to the lesser of (x) 1,000,000 or (y) $3,000,000 divided by the December 2, 2013 closing price for a share of Common Stock, as reported in the Wall Street Journal. This RSU award will be payable in shares of Common Stock and will vest and become payable in 25% installments on December 31 of each of 2014, 2015, 2016 and 2017, subject to Mr. Cramer’s continued service through each such vesting date and other terms as set forth in the applicable award agreement. If the value of the first RSU award is less than $3,000,000, then as soon as practicable after January 1, 2014, Mr. Cramer will be granted additional RSUs with respect to a number of shares of Common Stock equal to (x) $3,000,000 less (1,000,000 multiplied by the December 2, 2013 closing price for a share of Common Stock, as reported in the Wall Street Journal) divided by (y) the closing price for a share of Common Stock, as reported in the Wall Street Journal, on the date of grant of the second RSU award. The second RSU award will have the identical vesting and other terms and conditions as the first RSU award. Upon (i) the consummation of a “change of control” of the Company, (ii) a termination of Mr. Cramer’s employment by the Company without “cause” or (iii) Mr. Cramer’s resignation for “good reason” (as such terms are defined in the Agreement or the award agreement, as applicable), all of the unvested RSUs held by Mr. Cramer will become fully vested.
Mr. Cramer has agreed that, during the term of the Agreement and, if, during the term of the Agreement, either the Company terminates Mr. Cramer’s employment for cause or Mr. Cramer resigns without good reason, for a period of 18 months following such termination of employment, he will not author articles or columns for any other digital financial publication that competes with the Company without first obtaining the Company’s consent. In addition, subject to certain exceptions, during the term of the Agreement and for a period of 18 months after the cessation of his employment, he will not solicit for employment, in any business enterprise or activity, any person who was employed by the Company during the six months prior to the cessation of his employment.
The Agreement may be terminated by the Company for cause, by Mr. Cramer for good reason, upon Mr. Cramer’s death or disability, or upon the dissolution or liquidation of the Company.
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