Related Party Transactions and Outside Related Director Information, Inc. (TSCM)

4/28/2006 Proxy Information

Employment Agreement with James J. Cramer

On August 1, 2005, the Company and its co-founder, director and columnist, James J. Cramer, entered into a new employment agreement, effective upon expiration of his prior agreement. Pursuant to the employment agreement, Mr. Cramer will author articles for the Company’s publications, provide on-air radio hosting services for the Company’s radio programming, and provide reasonable promotional and other services, subject to his personal and professional availability, through December 31, 2007.

In consideration for providing these services, Mr. Cramer’s salary was increased from $400,000 to $500,000 per annum for the remainder of 2005, $750,000 for fiscal 2006 and will be increased to $1,000,000 for fiscal 2007. In addition, he will continue to be paid the radio talent fee (currently $450,000 per annum) paid to the Company by CBS Radio Inc. under the Company’s January 2006 radio agreement. Mr. Cramer is also eligible to receive stock option awards and annual bonuses under the Company’s annual incentive plan, in each case as determined by the Compensation Committee of the Board of Directors. Mr. Cramer has agreed that, during the term of the employment agreement, he will not write for online financial publications that compete with the Company or be a lender, director, stockholder, partner etc., for any other start-up on-line business that competes with the Company without first obtaining the Company’s consent. In addition, during the term of the employment 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. Mr. Cramer is permitted to pursue other journalistic endeavors (including, for example, his authorship of a column for New York magazine) provided that they are not inconsistent with the performance of his obligations to the Company.

Under the employment agreement, the Company can terminate Mr. Cramer’s employment for “Cause” (as such term is defined in the employment agreement). Additionally, Mr. Cramer has the right to terminate his employment with the Company for “Good Reason” (as such term is defined in the employment agreement).

If the Company terminates Mr. Cramer’s employment for “Cause” or Mr. Cramer terminates his employment without “Good Reason,” then for a period of 18 months following such termination, Mr. Cramer will not write for online financial publications that compete with the Company without first obtaining the Company’s consent. If the Company seeks to terminate Mr. Cramer’s employment without “Cause” or if Mr. Cramer seeks to terminate his employment with “Good Reason,” then the Company may, in its discretion, require Mr. Cramer to take a period of “Garden Leave” (as such term is defined in the employment agreement ) which shall run for the lesser of 18 months or the remainder of the term, during which time: (i) the Company shall be under no obligation to vest in or assign to Mr. Cramer any powers and duties or provide any work for Mr. Cramer; and (ii) Mr. Cramer will continue to be an employee of the Company and will be entitled to receive his salary and all other financial and non-financial benefits of his employment and be subject to the non-compete provisions of the employment agreement. After expiration of any Garden Leave period, Mr. Cramer’s employment with the Company will terminate.

Mr. Cramer also has the right to terminate the employment agreement 31 days after the Company undergoes a “Change of Control” (as such term is defined in the employment agreement), even during a period of “Garden Leave.” In the event Mr. Cramer exercises such right, the Company will have no further obligations (including payment obligations) to Mr. Cramer under the employment agreement, and Mr. Cramer will still be bound by obligations of confidentiality and non-solicitation (but not non-competition) under the agreement.

The employment agreement also contains indemnification provisions pursuant to which the Company has agreed, with certain exceptions, to defend, indemnify and hold harmless Mr. Cramer, against losses suffered in connection with the provision of his services under the employment agreement (and previous employment agreements) and in connection with his provision of radio hosting and other services to Premiere Radio Networks, Inc. from July 30, 2001 through December 30, 2002.

On January 3, 2005, Mr. Cramer was granted a non-qualified option under the Company’s Stock Incentive Plan to purchase 200,000 shares of the Company’s common stock at an exercise price of $4.08 per share, which was the closing price of the Company’s common stock on the trading date immediately prior to the date of grant. This option will vest at a rate of 33% on each of the first three anniversaries of the grant date, and will expire on the fifth anniversary of the grant date.