{"id":39730,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-world-wrestling-federation-entertainment.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-world-wrestling-federation-entertainment","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-world-wrestling-federation-entertainment.html","title":{"rendered":"Employment Agreement &#8211; World Wrestling Federation Entertainment Inc. and Vincent K. McMahon"},"content":{"rendered":"<pre>\n                             EMPLOYMENT AGREEMENT\n\n        The parties to this Agreement are World Wrestling Federation\nEntertainment, Inc. (the 'Company'), a Delaware corporation, and Vincent K.\nMcMahon, an individual residing in the State of Connecticut (the 'Executive').\nThe Executive and the Company mutually desire to set forth in this Agreement the\nterms and conditions of a continued employment relationship. The execution and\ndelivery of this Agreement have been duly authorized by the Board of Directors\nof the Company (the 'Board'). This Agreement shall become effective upon the\nconsummation of the initial public offering of the Company's equity securities\n(the 'Effective Date').\n\n        NOW, THEREFORE, the Company and the Executive, each intending to be\nlegally bound, hereby mutually covenant and agree as follows:\n\n        1.  Employment and Term.\n            ------------------- \n\n        (a) Employment.  The Company hereby offers to employ the Executive as\n            ----------\nthe Chairman of the Company and the Executive hereby accepts such employment\nwith the Company, for the Term set forth in Paragraph 1(b). During the Term, the\nExecutive shall also serve as Chairman of each significant subsidiary of the\nCompany.\n\n        (b)  Term.  The term of the Executive's employment under this Agreement\n             ----\n(the 'Term') shall commence on the Effective Date and end on the seventh (7th)\nanniversary of the Effective Date, subject to the extension of such Term as set\nforth in the immediately following sentence or earlier expiration of such Term\nas provided in Paragraph 7. Unless either the Company or the Executive provides\nwritten notice to other, not sooner than 18 months nor later than 12 months\nprior to the scheduled expiration of the Term as then in effect, the Term shall\nbe automatically extended for an additional period of one year, and the\npreceding clause of this sentence shall again apply with respect to subsequent\nextensions of the Term.\n\n        2.  Duties.  The Executive shall report to the Board and perform duties\n            ------                                                             \nconsistent with his position as Chairman as set forth in the Company's by-laws\nand as directed \n\n \nby the Board from time to time. In addition, the Executive is a party to a\nseparate booking agreement with the Company pursuant to which, in the capacity\nof an independent contractor of the Company, the Executive serves as the\nCompany's creative director and performs at various times as a cast member in\nthe Company's wrestling productions. The Executive shall also serve as a member\nof the Board during the Term. The Executive shall devote substantially his best\nskill and efforts (reasonable sick leave and vacations excepted) to the\nperformance of his duties under this Agreement; provided, however, that nothing\nin this Agreement shall preclude the Executive from devoting reasonable periods\nrequired for (i) serving as a director or member of a committee of any\norganization involving no conflict of interest with the interest of the Company\nor its subsidiaries; (ii) delivering lectures, fulfilling speaking engagements,\nteaching at educational institutions; (iii) engaging in charitable and community\nactivities; (iv) participating in industry and trade organization activities;\nand (v) managing his personal investments, so long as such activities do not, in\nthe good faith judgment of the Board, materially interfere with the regular\nperformance of his duties and responsibilities under this Agreement; and,\nprovided further, however, that the Executive shall not be deemed to be in\nbreach of this Agreement solely as a result of his inability to perform services\nhereunder due to disability (provisions applicable in the event of the\nExecutive's disability are set forth in Paragraphs 7 and 8).\n\n        3.   Base Salary.  For services performed by the Executive for the\n             -----------\nCompany pursuant to this Agreement during the Term, the Company shall pay the\nExecutive a base salary at the rate of at least $1 million per year, payable in\naccordance with the Company's regular payroll practices (but no less frequently\nthan monthly). Any compensation which may be paid to the Executive under any\nadditional compensation or incentive plan of the Company or which may be\notherwise authorized from time to time by the Board (or an appropriate committee\nthereof) shall be in addition to the base salary to which the Executive shall be\nentitled under this Agreement.\n\n        4.   Other Benefits.  In addition to the base salary to be paid to the\n             --------------                                                   \nExecutive pursuant to Paragraph 3 hereof, the Executive shall also be entitled\nto the following:\n\n        (a)  Participation in Plans.  The Executive shall be entitled to a bonus\n             ----------------------                                             \nopportunity for each fiscal year of up to 100% of his base salary based on the\nattainment of mutually agreed upon performance goals and objectives.  The\nExecutive shall also participate in \n\n                                       2\n\n \nthe various benefit plans maintained in force by the Company from time to time,\nincluding any qualified 401(k), profit sharing and other retirement plans, non-\nqualified retirement and deferred compensation plans, disability, medical, group\nlife insurance, supplemental life insurance coverage, business travel insurance,\nsick leave, and other similar retirement and welfare benefit plans, programs and\narrangements.\n\n        (b)  Fringe Benefits.  In addition to the foregoing, the Executive shall\n             ---------------\nbe entitled to perquisites of office, fringe benefits and other similar benefits\nno less favorable than those available to other senior executives of the\nCompany. Without limiting the generality of the foregoing, the Executive shall \nbe eligible to receive reimbursement in an amount up to $50,000 in any calendar \nyear for his expenses for cleaning services.\n\n        (c)  Expense Reimbursement.  The Company shall pay or reimburse the\n             ---------------------\nExecutive, upon a proper accounting, for reasonable business expenses and\ndisbursements incurred by him in the course of the performance of his duties\nunder this Agreement.\n\n        (d)  Vacation.  The Executive shall be entitled to four (4) weeks of\n             --------\nvacation during each year of this Agreement, or such greater period as the Board\nshall approve, without reduction in salary or other benefits.\n\n        5.   Annual Review of Compensation.  During the Term, the compensation\n             -----------------------------                                    \npackage of the Executive shall be reviewed no less frequently than annually by\nthe Board or an appropriate committee thereof to determine whether or not the\nsame should be increased or enhanced in light of the duties and responsibilities\nof the Executive and the performance thereof.  If it is determined that a base\nsalary increase is merited, such increase shall be promptly put into effect and\nthe base salary of the Executive as so increased shall constitute the base\nsalary of the Executive for purposes of Paragraph 3.\n\n        6.   Covenants of the Executive.  In order to induce the Company to\n             --------------------------                                    \nenter into this Agreement, the Executive hereby agrees as follows:\n\n        (a)  Confidentiality.  The Executive acknowledges that by reason of his\n             ---------------                                                   \nrelationship with and service to the Company, the Executive has had and will\nhave access to confidential information relating to operations and technology\nand know-how which have been developed by the Company and its affiliates and may\nbe developed in the future by the Company and its affiliates, including, without\nlimitation, information and knowledge pertaining to wrestling productions and\nperformances, public relations and marketing, products and their design and\nmanufacture, methods of operation, sales and profit data, customer and supplier\nlists \n\n                                       3\n\n \nand relationships between the Company and its affiliates and its customers,\nsuppliers and others who have business dealings with it, other information not\nreadily available to the public, and plans for future developments relating\nthereto. In recognition of the foregoing, during the Term and at all times\nthereafter, the Executive will maintain the confidentiality of all such\ninformation and other matters of the Company and its affiliates known to the\nExecutive which are not otherwise in the public domain and will not disclose any\nsuch information to any person outside the organization of the Company, wherever\nlocated, except as required by law or with the Board's prior written\nauthorization and consent.\n\n        (b)  Records.  All papers, books and records of every kind and\n             -------\ndescription relating to the business and affairs of the Company, or any of its\naffiliates, whether or not prepared by the Executive, other than personal notes\nprepared by or at the direction of the Executive, shall be the sole and\nexclusive property of the Company, and the Executive shall surrender them to the\nCompany at any time upon request by the Secretary of the Company.\n\n        (c)  Non-Competition.  The Executive hereby agrees with the Company\n             ---------------\nthat, during the Term and for a period of one year following the Date of\nTermination (as defined below in Paragraph 7(c)), (i) he shall not, directly or\nindirectly, engage in, or be employed by, or act as a consultant to, or be a\ndirector, officer, owner or partner of or acquire an interest in a business\ncompeting with the professional wrestling or other core businesses conducted by\nthe Company or any of its subsidiaries or affiliates, nor without the prior\nwritten consent of the Board directly or indirectly have any interest in, own,\nmanage, operate, control, be connected with as a stockholder, joint venturer,\nofficer, employee, partner or consultant, or otherwise engage, invest or\nparticipate in any business that is competitive with the professional wrestling\nor other core businesses conducted by the Company or by any subsidiary or\naffiliate of the Company; provided, however, that nothing contained in this\nParagraph 6(c) shall prevent the Executive from investing or trading in stocks,\nbonds, commodities, securities, real estate or other forms of investment for the\nExecutive's own account and benefit (directly or indirectly), so long as such\ninvestment activities do not significantly interfere with the Executive's\nservices to be rendered hereunder and are consistent with the conflict of\ninterest policies maintained by the Company from time to time, (ii) he shall not\nactively solicit any employee of the Company or any of its subsidiaries or\naffiliates to leave the employment thereof and (iii) he shall not induce or\nattempt to induce any customer, \n\n                                       4\n\n \nsupplier, licensee or other individual, corporation or other business\norganization having a business relation with the Company or its subsidiaries or\naffiliates to cease doing business with the Company or its subsidiaries or in\nany way interfere with the relationship between any such customer, supplier,\nlicensee or other person and the Company or its subsidiaries or affiliates.\nNotwithstanding any other provision of this Agreement to the contrary, this\nParagraph 6(c) shall not apply following a Change in Control Termination (as\nhereinafter defined).\n\n        (d)  Works.  All Works (as defined below) created by the Executive\n             -----\nduring his employment by the Company will be and remain exclusively the property\nof the Company. 'Works' means all material and information created by the\nExecutive in the course of or as a result of the Executive's employment by the\nCompany which is fixed in a tangible medium of expression, including, but not\nlimited to, notes, drawings, memoranda, correspondence, documents, records,\nnotebooks, flow charts, computer programs and source and object codes,\nregardless of the medium in which they are fixed. Each such Work is a 'work for\nhire' and the Company may file applications to register copyright as author\nthereof. The Executive will take whatever steps and do whatever acts the Company\nrequests, including, but not limited to, placement of the Company's proper\ncopyright notice on such Works to secure or aid in securing copyright protection\nand will assist the Company or its nominees in filing applications to register\nclaims of copyright in such works. The Executive will not reproduce, distribute,\ndisplay publicly, or perform publicly, alone or in combination with any data\nprocessing or network system, any Works of the Company without the written\npermission from the Company .\n\n        (e)  Inventions.  All Inventions (as defined below) made or conceived by\n             ----------\nthe Executive, either solely or jointly with others, during the Executive's\nemployment by the Company and within one (1) year after termination of such\nemployment, whether or not such Inventions are made or conceived during the\nhours of the Executive's employment or with the use of the Company's facilities,\nmaterials, or personnel, will be the property of the Company or its nominees.\n'Invention' means discoveries, concepts, and ideas, whether patentable or not,\nincluding, but not limited to apparatus, processes, methods, techniques, and\nformulae, as well as improvements thereof or know-how related thereto, relating\nto any present or prospective activities of the Company or its subsidiaries. The\nExecutive will, without royalty or any other additional consideration: (i)\ninform the Company promptly and fully of such Inventions by written reports,\n\n                                       5\n\n \nsetting forth in detail a description, the operation and the results achieved;\n(ii) assign to the Company all the Executive's right, title, and interest in and\nto such Inventions, any applications for United States and foreign Letters\nPatent, any continuations, divisions, continuations-in-part, reissues,\nextensions or additions thereof filed for upon such Inventions and any United\nStates and foreign Letters Patent; (iii) assist the Company or its nominees, at\nthe expense of the Company, to obtain, maintain and enforce such United States\nand foreign Letters Patent for such Inventions as the Company may elect; and\n(iv) execute, acknowledge, and deliver to the Company at its expense such\nwritten documents and instruments, and do such other acts, such as giving\ntestimony in support of the Executive's inventorship and invention, as may be\nnecessary in the opinion of the Company to obtain, maintain or enforce the\nUnited States and foreign Letters Patent upon such Inventions and to vest the\nentire right and title thereto in the Company and to confirm the complete\nownership by the Company of such Inventions.\n\n        (f)  Enforcement.  The Executive agrees and warrants that the covenants\n             -----------                                                       \ncontained herein are reasonable, that valid consideration has been and will be\nreceived therefor and that the agreements set forth herein are the result of\narms-length negotiations between the parties hereto. The Executive recognizes\nthat the provisions of this Paragraph 6 are vitally important to the continuing\nwelfare of the Company, and its affiliates, and that money damages constitute a\ntotally inadequate remedy for any violation thereof. Accordingly, in the event\nof any such violation by the Executive, the Company, and its affiliates, in\naddition to any other remedies they may have, shall have the right to institute\nand maintain a proceeding to compel specific performance thereof or to issue an\ninjunction restraining any action by the Executive in violation of this\nParagraph 6.\n\n        7.  Termination.  Unless earlier terminated in accordance with the\n            -----------\nfollowing provisions of this Paragraph 7, the Company shall continue to employ\nthe Executive and the Executive shall remain employed by the Company during the\nentire Term as set forth in Paragraph 1(b). Paragraph 8 hereof sets forth\ncertain obligations of the Company in the event that the Executive's employment\nhereunder is terminated. Certain capitalized terms used in this Paragraph 7 and\nParagraph 8 hereof are defined in Paragraph 7(c) below.\n\n                                       6\n\n \n        (a)  Death or Disability.  Except to the extent otherwise expressly\n             -------------------\nstated herein, including without limitation, as provided in Paragraph 8 with\nrespect to certain post-Date of Termination payment obligations of the Company,\nthis Agreement shall terminate immediately as of the Date of Termination in the\nevent of the Executive's death or in the event that the Executive becomes\ndisabled. The Executive will be deemed to be disabled at the end of any twelve\n(12) consecutive month period during which, by reason of physical or mental\ninjury or disease, the Executive has been unable to perform substantially the\nExecutive's usual and customary duties under this Agreement, provided that a\nreputable physician selected by the Company determines in writing that the\nExecutive will, by reason of physical or mental injury or disease, be\npermanently unable to perform substantially the Executive's usual and customary\nduties under this Agreement; provided, however, that an injury that prevents the\nExecutive from performing in professional wrestling performances of the Company\nand its subsidiaries pursuant to his booking contract shall not constitute a\ndisability for purposes of this Agreement so long as Executive remains able to\nperform his services as Chairman under this Agreement. At any time and from time\nto time, upon reasonable request therefor by the Company, the Executive shall\nsubmit to reasonable medical examination for the purpose of determining the\nexistence, nature and extent of any such disability. In accordance with\nParagraph 12, the Company shall promptly give the Executive written notice of\nany such determination of the Executive's disability and of the decision of the\nCompany to terminate the Executive's employment by reason thereof. In the event\nof disability, until the Date of Termination the base salary payable to the\nExecutive under Paragraph 3 hereof shall be reduced dollar-for-dollar by the\namount of disability benefits, if any, paid to the Executive in accordance with\nany disability policy or program of the Company.\n\n        (b)  Notification of Discharge for Cause or Resignation.  In accordance\n             --------------------------------------------------\nwith the procedures hereinafter set forth, the Company may discharge the\nExecutive from his employment hereunder for Cause and the Executive may resign\nfrom his employment hereunder for Good Reason or otherwise. Any discharge of the\nExecutive by the Company for Cause or resignation by the Executive for Good\nReason shall be communicated by a Notice of Termination to the Executive (in the\ncase of discharge) or the Company (in the case of resignation) given in\naccordance with Paragraph 12 of this Agreement. For purposes of this Agreement,\na 'Notice of Termination' means a written notice which (i) indicates the\nspecific \n\n                                       7\n\n \ntermination provision in this Agreement relied upon, (ii) sets forth in\nreasonable detail the facts and circumstances claimed to provide a basis for\ntermination of the Executive's employment under the provision so indicated and\n(iii) if the Date of Termination is to be other than the date of receipt of such\nnotice, specifies the termination date (which date shall in all events be within\nfifteen (15) days after the giving of such notice). No purported termination of\nthe Executive's employment for Cause shall be effective without a Notice of\nTermination. The failure by the Executive to set forth in the Notice of\nTermination any fact or circumstance which contributes to a showing of Good\nReason shall not waive any right of the Executive hereunder or preclude the\nExecutive from asserting such fact or circumstances in enforcing the Executive's\nrights hereunder.\n\n        (c)  Definitions.  For purposes of this Paragraph 7 and Paragraph 8\n             -----------\nhereof, the following capitalized terms shall have the meanings set forth below:\n\n             (i)  'Accrued Obligations' shall mean, as of the Date of\n                   -------------------\nTermination, the sum of (A) the Executive's base salary under Paragraph 3\nthrough the Date of Termination to the extent not theretofore paid, (B) the\namount of any bonus, incentive compensation, deferred compensation and other\ncash compensation accrued by the Executive as of the Date of Termination to the\nextent not theretofore paid and (C) any vacation pay, expense reimbursements and\nother cash entitlements accrued by the Executive as of the Date of Termination\nto the extent not theretofore paid.\n\n             (ii) 'Cause' shall mean any of the following which is materially\n                   -----\nand demonstrably injurious to the interest, property, operations, business or\nreputation of the Company or its subsidiaries or affiliates: (a) the Executive's\ntheft or embezzlement, or attempted theft or embezzlement, of money or property\nof the Company or its subsidiaries or affiliates; (b) the Executive's\nintentional perpetration or attempted perpetration of fraud, or his\nparticipation in a fraud or attempted fraud, on the Company or its subsidiaries;\nor (c) any intentional act or acts of disloyalty or misconduct by the Executive;\nor (d) the Executive's conviction of a felony.\n\n             (iii)  'Change in Control' shall mean the first to occur of the\n                     -----------------\nfollowing events after the Effective Date: (a) the acquisition in one or more\ntransactions, other than from the Company, by any individual, entity or 'group'\n(within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of\nbeneficial ownership (within the meaning of Rule 13d-3 \n\n                                       8\n\n \npromulgated under the Exchange Act) of 30% or more of the combined voting power\nof all outstanding Company Voting Securities; provided, however, that the\nfollowing shall not onstitute a Change in Control: any acquisition by (1) the\nCompany or any of its subsidiaries, any employee benefit plan (or related trust)\nsponsored or maintained by the Company or any of its subsidiaries, or (2) any\ncorporation with respect to which, following such acquisition, more than 70% of\nthe combined voting power of the then outstanding voting securities of such\ncorporation entitled to vote generally in the election of directors is then\nbeneficially owned, directly or indirectly, by all or substantially all of the\nindividuals and entities who were the beneficial owners of the Company Voting\nSecurities immediately prior to such acquisition in substantially the same\nproportion as their ownership, immediately prior to such acquisition, of the\nCompany Voting Securities; or; (b) approval by the shareholders of the Company\nof a reorganization, merger or consolidation, unless, following such\nreorganization, merger or consolidation, all or substantially all of the\nindividuals and entities who were the beneficial owners of the Company Voting\nSecurities immediately prior to such reorganization, merger or consolidation,\nfollowing such reorganization, merger or consolidation beneficially own,\ndirectly or indirectly, more than 70% of the combined voting power of the then\noutstanding voting securities entitled to vote generally in the election of\ndirectors of the corporation resulting from such reorganization, merger or\nconsolidation in substantially the same proportion as their ownership of the\nCompany Voting Securities immediately prior to such reorganization, merger or\nconsolidation, as the case may be; or (c) the liquidation or dissolution of the\nCompany; (d) the sale, transfer or other disposition of all or substantially all\nof the assets of the Company to one or more persons or entities that are not,\nimmediately prior to such sale, transfer or other disposition, affiliates of the\nCompany; and (e) during any period of not more than two years, individuals who\nconstitute the Board as of the beginning of the period and any new director\n(other than a director designated by a person who has entered into an agreement\nwith the Company to effect a transaction described in clause (a) or (b) of this\nsentence) whose election by the Board or nomination for election by the\nCompany's stockholders was approved by a vote of at least two-thirds (2\/3) of\nthe directors then still in office who were directors at such time or whose\nelection or nomination for election was previously so approved, cease for any\nreason to constitute a majority of the Board. Notwithstanding the foregoing, a\nChange in Control shall not \n\n                                       9\n\n \nbe deemed to have occurred solely as a result of any transaction as provided in\nsubsection (a) or (b) above following which Vincent K. McMahon and his family\n(as defined in Section 267(c)(4) of the Code) retain beneficial ownership of\nvoting securities of, as applicable, the Company, its successor or the ultimate\nparent corporation or other entity of the chain of corporations or other\nentities which includes the Company or its successor, representing voting power\nthat is equal to or greater than that of any other individual, entity or group.\n\n        (iv) 'Change in Control Termination' shall mean a termination of\n              -----------------------------\nemployment initiated by the Executive, with or without Good Reason, that occurs\nwithin the ninety (90)-day period beginning six (6) months after the occurrence\nof a Change in Control. \n\n\n        (v) 'Date of Termination' shall mean (A) in the event of a discharge of\n             -------------------\nthe Executive by the Company for Cause or a resignation by the Executive for\nGood Reason or in a Change in Control Termination, the date the Executive (in\nthe case of discharge) or the Company (in the case of resignation) receives a\nNotice of Termination, or any later date specified in such Notice of\nTermination, as the case may be, (B) in the event of a discharge of the\nExecutive without Cause or a resignation by the Executive without Good Reason,\nthe date the Executive (in the case of discharge) or the Company (in the case of\nresignation) receives notice of such termination of employment, (C) in the event\nof the Executive's death, the date of the Executive's death, and (D) in the\nevent of termination of the Executive's employment by reason of disability\npursuant to Paragraph 7(a), the date the Executive receives written notice of\nsuch termination.\n\n        (vi) 'Good Reason' shall mean any of the following: (A) the assignment\n              -----------\nto the Executive of any duties inconsistent in any respect with the Executive's\npositions with the Company as set forth in this Agreement (including status,\noffices, titles and reporting requirements), authority, duties or\nresponsibilities as contemplated by Paragraph 2, or any action by the Company\nwhich results in diminution in such positions, authority, duties or\nresponsibilities, excluding for this purpose any isolated, insubstantial and\ninadvertent actions not taken in bad faith and which is remedied by the Company\npromptly after receipt of written notice thereof given by the Executive in\naccordance with Paragraph 12; (B) any failure by the Company to comply with any\nof the provisions of this Agreement, other than any isolated, insubstantial and\ninadvertent failure not occurring in bad faith and which is remedied by the\nCompany, promptly \n\n                                       10\n\n \nafter receipt of written notice thereof given by the Executive in accordance\nwith Paragraph 12; or (C) any purported termination by the Company of the\nExecutive's employment otherwise than as expressly permitted by this Agreement.\n\n        (vii)  'Monthly Bonus Amount' shall mean the greater of (A) the\n                --------------------\nExecutive's target annual bonus for the year in which the Date of Termination\noccurs divided by twelve (12) or (B) the Executive's average annual bonus for\nthe three fiscal years ended prior to the Date of Termination (or such lesser\nnumber of fiscal years as has been completed following the Company's conversion\nto 'C corporation' status) divided by twelve (12).\n\n  8.   Obligations of the Company Upon Termination.\n       ------------------------------------------- \n\n  (a)  Discharge for Cause, Resignation without Good Reason or Disability.  In\n       ------------------------------------------------------------------     \nthe event of a discharge of the Executive for Cause or resignation by the\nExecutive without Good Reason, or in the event this Agreement terminates\npursuant to Paragraph 7(a) by reason of the disability of the Executive:\n\n        (i)  the Company shall pay all Accrued Obligations to the Executive in a\nlump sum in cash within thirty (30) days after the Date of Termination; and\n\n        (ii) the Executive, or his beneficiary, heirs or estate in the event of\nthe Executive's death, shall be entitled to receive all benefits accrued by him\nas of the Date of Termination under all qualified and nonqualified retirement,\npension, profit sharing and similar plans of the Company in such manner and at\nsuch time as are provided under the terms of such plans and arrangements; and\n\n        (iii)  except as otherwise expressly provided in this Agreement, all\nother obligations of the Company hereunder shall cease forthwith.\n\n  (b)  Death.  If the Executive dies during the Term:\n       -----                                         \n\n       (i) the Company shall pay to the Executive in a lump sum in cash within\nninety (90) days after the Date of Termination the aggregate of the following\namounts:\n          (A)  all Accrued Obligations; and\n\n          (B)  an amount equal to twenty-four (24) times the sum of (1) the\n          monthly base salary in effect on the Date of Termination pursuant to\n          Paragraph 3 and (2) the Monthly Bonus Amount.\n\n                                       11\n\n \n        (ii)  the Executive's estate shall be entitled to receive all benefits\naccrued by the Executive as of the Date of Termination under all qualified and\nnonqualified retirement, pension, profit sharing and similar plans of the\nCompany in such manner and at such time as are provided under the terms of such\nplans; and\n\n        (iii) all stock options and other stock interests or stock-based rights\nawarded to the Executive by the Company on or before the Date of Termination\nshall become fully vested and nonforfeitable as of the Date of Termination and\nshall remain exercisable by the Executive's estate for at least three years\nfollowing the Date of Termination; and\n\n        (iv)  except as otherwise expressly provided in this Agreement, all\nother obligations of the Company hereunder shall cease forthwith.\n\n(c)  Discharge without Cause, Resignation for Good Reason or Change in Control\n     -------------------------------------------------------------------------\n     Termination.  If the Executive is discharged other than for Cause or\n     -----------                                                         \ndisability, the Executive resigns with Good Reason or there is a Change in\nControl Termination:\n\n        (i) the Company shall pay to the Executive in a lump sum in cash within\nthirty (30) days after the Date of Termination the aggregate of the following\namounts:\n\n           (A)  all Accrued Obligations; and\n\n           (B)  the greater of (1) twenty-four (24) times the monthly base\n          salary in effect on the Date of Termination pursuant to Paragraph 3\n          and (2) the balance of the base salary which as of the Date of\n          Termination remains to be paid to the Executive pursuant to Paragraph\n          3 for the then-remaining Term of this Agreement (such remaining Term\n          to be computed for all purposes in this Paragraph 8 without regard to\n          any early termination thereof as a result of the termination of the\n          Executive's employment); and\n\n           (C)  the product of (1) the Monthly Bonus Amount multiplied by (2)\n          the greater (I) twenty-four (24) and (II) the number of full calendar\n          months within the period from the Date of Termination through and\n          including the last day of the then-remaining Term of this Agreement.\n\n        (ii) for the greater of (A) twenty-four months and (B) the then-\nremaining Term of this Agreement, the Company shall either (1) arrange to\nprovide the Executive and his dependents, at the Company's cost, with life,\ndisability and health-and-accident \n\n                                       12\n\n \ninsurance coverage providing substantially similar benefits to those which the\nExecutive and his dependents were receiving immediately prior to the Date of\nTermination, to the extent the Company continues to maintain benefit plans\nproviding for such benefits for executives generally or (2) in lieu of providing\nsuch coverage, pay to the Executive within thirty (30) days after the Date of\nTermination a lump sum amount in cash equal to two (2) times the projected cost\nto the Company of providing the extended benefit coverage referred to in clause\n(1) (as such cost shall be calculated by a nationally recognized benefit\nconsulting firm using reasonable assumptions); and\n\n        (iii)  the Executive shall be entitled to receive all benefits accrued\nby him as of the Date of Termination under all qualified and nonqualified\nretirement, pension, profit sharing and similar plans of the Company in such\nmanner and at such time as are provided under the terms of such plans; and\n\n        (iv)   all stock options and other stock interests or stock-based rights\nawarded to the Executive by the Company on or before the Date of Termination\nshall become fully vested and nonforfeitable as of the Date of Termination and\nshall remain exercisable for at least three years following the Date of\nTermination; and\n\n        (v)  except as otherwise expressly provided in this Agreement, all other\nobligations of the Company hereunder shall cease forthwith.\n\n  (d) Certain Additional Payments by the Company.\n      ------------------------------------------ \n\n          (i) Anything in this Agreement to the contrary notwithstanding, in the\nevent it shall be determined that any economic benefit or payment or\ndistribution by the Company to or for the benefit of the Executive, whether paid\nor payable or distributed or distributable pursuant to the terms of this\nAgreement or otherwise (a 'Payment'), would be subject to the excise tax imposed\nby Section 4999 of the Internal Revenue Code or any interest and penalties with\nrespect to such excise tax (such excise tax, together with any interest and\npenalties, are hereinafter collectively referred to as the 'Excise Tax'), then\nthe Executive shall be entitled to receive an additional payment (a 'Gross-Up-\nPayment') in an amount such that after payment by the Executive of all taxes\n(including any interest or penalties imposed with respect to such taxes),\nincluding any Excise Tax imposed upon the Gross-Up Payment, the Executive\nretains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon\nthe Payments.\n\n                                       13\n\n \n          (ii)   All determinations required to be made under this Section 8(d),\nincluding whether a Gross-Up Payment is required and the amount of such Gross-Up\nPayment, shall be made by the Company's regular outside independent public\naccounting firm (the 'Accounting Firm') which shall provide detailed supporting\ncalculations both to the Company and the Executive within 15 business days of\nthe Date of Termination, if applicable, or such earlier time as is requested by\nthe Company.  The initial Gross-Up Payment, if any, shall be paid to the\nExecutive within 5 days of the receipt of the Accounting Firm's determination.\nAny determination by the Accounting Firm shall be binding upon the Company and\nthe Executive.  As a result of the uncertainty in the application of Section\n4999 of the Internal Revenue Code at the time of the initial determination by\nthe Accounting Firm hereunder, it is possible that Gross-Up Payments which will\nnot have been made by the Company should have been made ('Underpayment'),\nconsistent with the calculations required to be made hereunder.  In the event\nthat the Company exhausts its remedies pursuant to subsection (iii) and the\nExecutive thereafter is required to make a payment of any Excise Tax, the\nAccounting Firm shall determine the amount of the Underpayment that has occurred\nand any such Underpayment shall be promptly paid by the Company to or for the\nbenefit of the Executive.\n\n          (iii)  The Executive shall notify the Company in writing of any claim\nby the Internal Revenue Service that, if successful, would require the payment\nby the Company of the Gross-Up Payment.  Such notification shall be given as\nsoon as practicable but no later than ten business days after the later of\neither (A) the date the Executive has actual knowledge of such claim, or (B) ten\ndays after the Internal Revenue Service issues to the Executive either a written\nreport proposing imposition of the Excise Tax or a statutory notice of\ndeficiency with respect thereto, and shall apprise the Company of the nature of\nsuch claim and the date on which such claim is requested to be paid.  The\nExecutive shall not pay such claim prior to the expiration of the thirty-day\nperiod following the date on which he gives such notice to the Company (or such\nshorter period ending on the date that any payment of taxes with respect to such\nclaim is due).  If the Company notifies the Executive in writing prior to the\nexpiration of such period that it desires to contest such claim, the Executive\nshall:  (A) give the Company any information reasonably requested by the Company\nrelating to such claim, (B) take such action in connection with contesting such\nclaim as the Company shall reasonably request in writing from time to time,\n\n                                       14\n\n \nincluding, without limitation, accepting legal representation with respect to\nsuch claim by an attorney reasonably selected by the Company, (C) cooperate with\nthe Company in good faith in order effectively to contest such claim, and (D)\npermit the Company to participate in any proceedings relating to such claim;\nprovided, however, that the Company shall bear and pay directly all costs and\nexpenses (including additional interest and penalties) incurred in connection\nwith such contest and shall indemnify and hold the Executive harmless, on an\nafter-tax basis, for any Excise Tax or income tax, including interest and\npenalties with respect thereto, imposed as a result of such representation and\npayment of costs and expenses.  Without limitation of the foregoing provisions\nof this subsection (iii), the Company shall control all proceedings taken in\nconnection with such contest and, at its sole option, may pursue or forego any\nand all administrative appeals, proceedings, hearings and conferences with the\ntaxing authority in respect of such claim and may, at its sole option, either\ndirect the Executive to request or accede to a request for an extension of the\nstatute of limitations with respect only to the tax claimed, or pay the tax\nclaimed and sue for a refund or contest the claim in any permissible manner, and\nthe Executive agrees to prosecute such contest to a determination before any\nadministrative tribunal, in a court of initial jurisdiction and in one or more\nappellate courts, as the Company shall determine; provided, however, that if the\nCompany directs the Executive to pay such claim and sue for a refund, the\nCompany shall advance the amount of such payment to the Executive, on an\ninterest-free basis and shall indemnify and hold the Executive harmless, on an\nafter-tax basis, from any Excise Tax or income tax, including interest or\npenalties with respect thereto, imposed with respect to such advance or with\nrespect to any imputed income with respect to such advance; and further provided\nthat any extension of the statute of limitations requested or acceded to by the\nExecutive at the Company's request and relating to payment of taxes for the\ntaxable year of the Executive with respect to which such contested amount is\nclaimed to be due is limited solely to such contested amount.  Furthermore, the\nCompany's control of the contest shall be limited to issues with respect to\nwhich a Gross-Up Payment would be payable hereunder and the Executive shall be\nentitled to settle or contest, as the case may be, any other issue raised by the\nInternal Revenue Service or any other taxing authority.\n\n          (iv) If, after the receipt by the Executive of an amount advanced by\nthe Company pursuant to subsection (iii), the Executive becomes entitled to\nreceive any refund with \n\n                                       15\n\n \nrespect to such claim, the Executive shall (subject to the Company's complying\nwith the requirements of subsection (iii)) promptly pay to the Company the\namount of such refund (together with any interest paid or credited thereon after\ntaxes applicable thereto). If, after the receipt by the Executive of an amount\nadvanced by the Company pursuant to subsection (iii), a determination is made\nthat the Executive shall not be entitled to any refund with respect to such\nclaim and the Company does not notify the Executive in writing of its intent to\ncontest such denial of refund prior to the expiration of thirty days after such\ndetermination, then such advance shall be forgiven and shall not be required to\nbe repaid and the amount of such advance shall offset, to the extent thereof,\nthe amount of Gross-Up Payment required to be paid.\n\n          (v) In the event that any state or municipality or subdivision thereof\nshall subject any Payment to any special tax which shall be in addition to the\ngenerally applicable income tax imposed by such state, municipality, or\nsubdivision with respect to receipt of such Payment, the foregoing provisions\nshall apply, mutatis mutandis, with respect to such special tax.\n\n          (e) Payment Obligations Absolute.  The Company's obligation to make\n              ----------------------------                                   \nthe payments and the arrangements provided for herein shall be absolute and\nunconditional, and shall not be affected by any circumstances, including,\nwithout limitation, any offset, counterclaim, recoupment, defense, or other\nright which the Company may have against the Executive or any other party.  Each\nand every payment made hereunder by the Company shall be final, and the Company\nshall not seek to recover all or any part of such payment from the Executive or\nfrom whomsoever may be entitled thereto, for any reasons whatsoever.\n\n         (f) Contractual Rights to Benefits. This Agreement establishes and\n             ------------------------------\nvests in the Executive a contractual right to the benefits to which he is\nentitled hereunder. The Executive shall not be obligated to seek other\nemployment in mitigation of the amounts payable or arrangements made under any\nprovision of this Agreement, and the obtaining of any such other employment\nshall in no event effect any reduction of the Company's obligations to make the\npayments and arrangements required to be made under this Agreement.\n\n         9.  Indemnification. The Company shall defend and hold the Executive\n             ---------------\nharmless to the fullest extent permitted by applicable law in connection with\nany claim, action, suit, investigation or proceeding arising out of or relating\nto performance by the Executive of \n\n                                       16\n\n \nservices for, or action of the Executive as a director, officer or employee of\nthe Company, or of any other person or enterprise at the request of the Company.\nExpenses incurred by the Executive in defending a c laim, action, suit or\ninvestigation or criminal proceeding shall be paid by the Company in advance of\nthe final disposition thereof upon the receipt by the Company of an undertaking\nby or on behalf of the Executive to repay said amount unless it shall ultimately\nbe determined that the Executive is entitled to be indemnified hereunder;\nprovided, however, that this indemnification arrangement shall not apply to a\nnonderivative action commenced by the Company against the Executive. The\nforegoing shall be in addition to any indemnification rights the Executive may\nhave by law, contract, charter, by-law or otherwise.\n\n        10.  Binding Effect.  This Agreement shall be binding upon and inure to\n             --------------\nthe benefit of the heirs and representatives of the Executive and the successors\nand assigns of the Company. The Company shall require any successor (whether\ndirect or indirect, by purchase, merger, reorganization, consolidation,\nacquisition of property or stock, liquidation, or otherwise) to all or a\nsignificant portion of its assets, by agreement in form and substance\nsatisfactory to the Executive, expressly to assume and agree to perform this\nAgreement in the same manner and to the same extent that the Company would be\nrequired to perform this Agreement if no such succession had taken place.\nRegardless whether such agreement is executed, this Agreement shall be binding\nupon any successor of the Company in accordance with the operation of law and\nsuch successor shall be deemed the 'Company' for purposes of this Agreement.\n\n        11.  Cost of Enforcement. In the event of litigation with respect to the\n             -------------------\nExecutive's rights under this Agreement, if the Executive or his beneficiary\nsubstantially prevails in such litigation, then all of the Executive's or\nbeneficiary's reasonable attorneys' fees and costs and expenses associated with\nthe proceedings shall be paid by the Company.\n\n        12.  Notices.  All notices, requests, demands and other communications\n             -------                                                          \nhereunder shall be in writing and shall be deemed to have been duly given if\ndelivered by hand or mailed within the continental United States by first class\ncertified mail, return receipt requested, postage prepaid, addressed as follows:\n\n       (a)  to the Board or the Company, to:\n\n            1241 East Main Street\n            P. O. Box 3857\n            Stamford, CT  06902\n\n                                       17\n\n \n       (b)  to the Executive, to:\n\n\nAddresses may be changed by written notice sent to the other party at the last\nrecorded address of that party.\n\n       13.   No Assignment.  Except as otherwise expressly provided herein, this\n             -------------                                                      \nAgreement is not assignable by any party and no payment to be made hereunder\nshall be subject to anticipation, alienation, sale, transfer, assignment,\npledge, encumbrance or other charge.\n\n       14.   Execution in Counterparts.  This Agreement may be executed by the\n             -------------------------\nparties hereto in two or more counterparts, each of which shall be deemed to be\nan original, but all such counterparts shall constitute one and the same\ninstrument, and all signatures need not appear on any one counterpart.\n\n       15.   Jurisdiction and Governing Law.  Jurisdiction over disputes with\n             ------------------------------\nregard to this Agreement shall be exclusively in the courts of the State of\nConnecticut, and this Agreement shall be construed and interpreted in accordance\nwith and governed by the laws of the State of Connecticut, other than the\nconflict of laws provisions of such laws.\n\n      16.    Severability.  If any provision of this Agreement shall be adjudged\n             ------------\nby any court of competent jurisdiction to be invalid or unenforceable for any\nreason, such judgment shall not affect, impair or invalidate the remainder of\nthis Agreement.\n\n      17.    Prior Understandings.  This Agreement embodies the entire\n             --------------------\nunderstanding of the parties hereof, and supersedes all other oral or written\nagreements or understandings between them regarding the subject matter hereof.\nNotwithstanding the foregoing, nothing in this Agreement is intended to affect\nin any way the Executive's rights and obligations under his booking agreement\nwith the Company. No change, alteration or modification hereof may be made\nexcept in a writing, signed by each of the parties hereto. The headings in this\nAgreement are for convenience and reference only and shall not be construed as\npart of this Agreement or to limit or otherwise affect the meaning hereof.\n\n                                       18\n\n\n\n      IN WITNESS WHEREOF, the parties hereto have executed and delivered this\nAgreement as of the day and year first above written.\n\n \nAttest:                      World Wrestling Federation Entertainment, Inc.\n\n\n___________________________  By:_____________________________\n\n\n                             Title:___________________________  \n\n\n                             EXECUTIVE\n\n\n                             ___________________________  \n                             Vincent K. McMahon\n\n                                       19\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9360],"corporate_contracts_industries":[9532],"corporate_contracts_types":[9539,9544],"class_list":["post-39730","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-world-wrestling-federation-entertainment-inc","corporate_contracts_industries-travel__services","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39730","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39730"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39730"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39730"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39730"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}