NEW YORK, March 9, 2012 (GLOBE NEWSWIRE) -- TheStreet (Nasdaq:TST), a leading digital financial media company, today announced the material terms of equity inducement arrangements between the Company and Elisabeth DeMarse entered into in connection with the appointment of Ms. DeMarse as President and Chief Executive Officer of the Company.
As an inducement material to Ms. DeMarse assuming her positions with the Company, the Company granted Ms. DeMarse an option to purchase an aggregate of 1,750,000 shares of the Company's Common Stock, as follows: (i) an option to purchase 224,640 shares of the Company's Common Stock was granted pursuant to the Company's 2007 Performance Incentive Plan (the "Plan") and will be deemed to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") to the maximum extent permissible under the Code with the balance, if any, deemed to be a non-qualified stock option within the meaning of the Code; and (ii) an option to purchase 1,525,360 shares of the Company's Common Stock was granted outside of the Plan and will be deemed to be a non-qualified stock option within the meaning of the Code. Each option has an exercise price of $1.80 per share, the closing price of the Company's Common Stock as reported by Nasdaq on the date of grant, has a term of seven years and vests over a period of four years, with 25% vesting on the first anniversary of the date of grant and the remaining 75% vesting in approximately equal monthly increments over the succeeding thirty-six months, subject to acceleration or forfeiture upon the occurrence of certain events as set forth in the applicable option agreement. Each option agreement contains a variety of restrictive covenants and provides that the Company may claw back a specified amount in the event Ms. DeMarse competes with the Company or violates any of the restrictive covenants within eighteen months after delivery of shares of Common Stock upon exercise of the applicable option. In addition, Ms. DeMarse purchased from the Company on March 7, 2012, a total of 75,000 shares of the Company's Common Stock, for an aggregate purchase price of $135,000, representing a per share price equal to the closing price of the Company's Common Stock as reported by Nasdaq on the date of sale. The securities so sold were not registered and were issued in reliance upon an exemption from registration requirements. The option grant made outside of the Plan and the sale of 75,000 shares of Common Stock were made in reliance upon Nasdaq Rule 5635(c)(4).
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All statements contained in this press release other than statements of historical facts are deemed forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, including those described in the Company's filings with the Securities and Exchange Commission that could cause actual results to differ materially from those reflected in the forward-looking statements. All forward-looking statements contained herein are made as of the date of this press release. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results or occurrences. The Company disclaims any obligation to update these forward-looking statements, whether as a result of new information, future developments or otherwise.