announced Tuesday that CEO Thomas Clarke and James J. Cramer, its co-founder, director and largest shareholder, have adopted separate 10b5-1 plans in order to sell and exercise stock options over a 12-month period.
Cramer intends to enter into a selling agreement with Smith Barney that will provide for the sale and exercise of 150,000 stock options, in accordance with Rule 10b5-1, which is designed to let corporate insiders sell stock legally during periods when they might receive nonpublic information, and the company's policies with respect to insider sales.
The plan provides for the sale of approximately 12,500 shares per month over a 12-month period. Cramer has options to purchase an additional 540,000 shares that are not subject to this plan.
In addition, Cramer intends to donate 100,000 shares of TheStreet.com stock to the James J. and Karen L. Cramer Family Foundation, Inc., which in turn plans to donate the proceeds from the sale of the shares to The Connection For Women and Families, a charitable organization in Summit, N.J. Cramer owns, directly or indirectly, an additional 3,748,451 shares.
In a separate agreement with Smith Barney, Clarke's plan provides for the exercise and sale of up to 800,000 stock options through Dec. 31, by which time many of the options will expire if not exercised. Clarke has options to purchase an additional 650,000 shares that are not subject to this plan.
Proceeds from the sales by both Cramer and Clarke will be used to pay withholding taxes and the option exercise price and to assist in the diversification of personal assets, the company said in press release.
A Rule 10b5-1 program is established at a time when the executive does not have material inside information. Once a written program is executed, the executive does not retain or exercise any discretion over the shares traded under the program. The broker administering the program is authorized to trade company securities in volumes and at times determined independently by the broker subject to the limitations set forth in the program.
Shares of TheStreet.com, which publishes this Web site and provides online financial commentary, analysis and news, were recently down 19 cents, or 2.3%, to $7.95.