{"id":43949,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stockholders-agreement-vincent-k-mcmahon-the-vincent-k.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stockholders-agreement-vincent-k-mcmahon-the-vincent-k","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/stockholders-agreement-vincent-k-mcmahon-the-vincent-k.html","title":{"rendered":"Stockholders Agreement &#8211; Vincent K. McMahon, The Vincent K. McMahon Irrevocable Trust, and Invemed Catalyst Fund LP"},"content":{"rendered":"<pre>\n================================================================================\n\n\n\n                             STOCKHOLDERS AGREEMENT\n\n\n\n                                 by and between\n\n\n\n                               Vincent K. McMahon,\n\n\n\n                    The Vincent K. McMahon Irrevocable Trust,\n\n\n                                       and\n\n\n                           Invemed Catalyst Fund, L.P.\n\n\n\n                         ------------------------------\n\n                             Dated: August 30, 2001\n\n                         ------------------------------\n\n\n\n================================================================================\n\n\n\n                                TABLE OF CONTENTS\n                                -----------------\n\n\nSTOCKHOLDERS AGREEMENT.........................................................1\n\n\nARTICLE I DEFINITIONS..........................................................1\n\n         1.1      Definitions..................................................1\n\nARTICLE II [intentionally omitted].............................................3\n\n\nARTICLE III CORPORATE GOVERNANCE...............................................3\n\n         3.1      General......................................................3\n         3.2      Stockholder Actions..........................................3\n         3.3      Election of Directors; Number and ...........................4\n         3.4      Removal and Replacement of Director..........................4\n         3.5      Reimbursement of Expenses; D&amp;O Insurance.....................4\n\nARTICLE IV MISCELLANEOUS.......................................................5\n\n         4.1      Notices......................................................5\n         4.2      Successors and Assigns; Third Party Beneficiaries............5\n         4.3      Amendment and Waiver.........................................5\n         4.4      Counterparts.................................................5\n         4.5      Specific Performance.........................................5\n         4.6      Headings.....................................................6\n         4.7      GOVERNING LAW................................................6\n         4.8      Severability.................................................6\n         4.9      Rules of Construction........................................6\n         4.10     Entire Agreement.............................................6\n         4.11     Term of Agreement............................................6\n         4.12     Further Assurances...........................................6\n\n\n                                       -i-\n\n\n\n                             STOCKHOLDERS AGREEMENT\n\n                  STOCKHOLDERS AGREEMENT (this \"AGREEMENT\") dated August __,\n2001, by and among Vincent K. McMahon, (\"MCMAHON\"), The Vincent K. McMahon\nIrrevocable Trust (the \"SELLER\") and Invemed Catalyst Fund, L.P., a Delaware\nlimited partnership (\"ICF\").\n\n                  WHEREAS, pursuant to the Stock Purchase Agreement, dated the\ndate hereof (the \"STOCK PURCHASE AGREEMENT\"), by and between the Seller and ICF,\nthe Seller has agreed to sell to ICF an aggregate of 1,886,793 shares of Class A\ncommon stock, par value $0.01 per share, of World Wrestling Federation\nEntertainment, Inc. (the \"COMPANY\"); and\n\n                  WHEREAS, in order to induce ICF to enter into the Stock\nPurchase Agreement, the Seller and McMahon have agreed to provide for certain\nrights to ICF as specified herein.\n\n                  NOW, THEREFORE, in consideration of the mutual covenants and\nagreements set forth herein and for good and valuable consideration, the receipt\nand adequacy of which are hereby acknowledged, the parties hereto agree as\nfollows:\n\n                                   ARTICLE I\n\n                                   DEFINITIONS\n                                   -----------\n\n                  1.1      DEFINITIONS. As used in this Agreement, and unless\nthe context requires a different meaning, the following terms have the meanings\nindicated:\n\n                  \"AFFILIATE\" shall mean any Person who is an \"affiliate\" as\ndefined in Rule 12b-2 of the General Rules and Regulations under the Exchange\nAct. In addition, any partner or member, as the case may be, of ICF shall be\ndeemed to be an Affiliate of ICF.\n\n                  \"AGREEMENT\" means this Agreement as the same may be amended,\nsupplemented or modified in accordance with the terms hereof.\n\n                  \"AMENDED AND RESTATED CERTIFICATE OF INCORPORATION\" means the\nAmended and Restated Certificate of Incorporation of the Company.\n\n                  \"BOARD OF DIRECTORS\" means the board of directors of the\nCompany.\n\n                  \"CHARTER DOCUMENTS\" means the Amended and Restated Certificate\nof Incorporation and the by-laws of the Company each as in effect on the date\nhereof.\n\n                  \"COMMISSION\" means the United States Securities and Exchange\nCommission or any similar agency then having jurisdiction to enforce the\nSecurities Act.\n\n\n\n                                                                               2\n\n                  \"CLASS A COMMON STOCK\" means the Class A Common Stock, par\nvalue $0.01 per share, of the Company or any other capital stock of the Company\ninto which such stock is reclassified or reconstituted.\n\n                  \"CLASS B COMMON STOCK\" means the Class B Common Stock, par\nvalue $0.01 per share, of the Company or any other capital stock of the Company\ninto which such stock is reclassified or reconstituted.\n\n                  \"COMMON STOCK EQUIVALENTS\" means any security or obligation\nwhich is by its terms convertible, exchangeable or exercisable into or for\nshares of Class A Common Stock, including, without limitation, the Class B\nCommon Stock, the Preferred Stock, if and when authorized and issued by the\nCompany, and any option, warrant or other subscription or purchase right with\nrespect to Class A Common Stock.\n\n                  \"COMPANY\" has the meaning set forth in the preamble to this\nAgreement.\n\n                  \"EXCHANGE ACT\" means the United States Securities Exchange Act\nof 1934, as amended, and the rules and regulations of the Commission thereunder.\n\n                  \"GOVERNMENTAL AUTHORITY\" means the government of any nation,\nstate, city, locality or other political subdivision thereof, any entity\nexercising executive, legislative, judicial, regulatory or administrative\nfunctions of or pertaining to government, and any corporation or other entity\nowned or controlled, through stock or capital ownership or otherwise, by any of\nthe foregoing.\n\n                  \"ICF\" has the meaning set forth in the preamble to this\nAgreement.\n\n                  \"ICF DIRECTOR\" has the meaning set forth in Section 3.3.\n\n                  \"ICF STOCKHOLDER\" means ICF and any Affiliate thereof to whom\nShares are transferred for so long as it remains an Affiliate.\n\n                  \"LIEN\" means any mortgage, deed of trust, pledge,\nhypothecation, assignment, encumbrance, lien (statutory or other) or preference,\npriority, right or other security interest or preferential arrangement of any\nkind or nature whatsoever (excluding preferred stock and equity related\npreferences).\n\n                  \"MCMAHON STOCKHOLDERS\" means Vincent K. McMahon, The Vincent\nK. McMahon Irrevocable Trust, and any \"Affiliate of the Initial Class B\nStockholder\" (as defined in the Amended and Restated Certificate of\nIncorporation) thereof to whom Shares are transferred, and the term \"MCMAHON\nSTOCKHOLDER\" shall mean any such Person.\n\n                  \"PERSON\" means any individual, firm, corporation, partnership,\ntrust, incorporated or unincorporated association, joint venture, joint stock\ncompany, limited liability company, Governmental Authority or other entity of\nany kind, and shall include any successor (by merger or otherwise) of such\nentity.\n\n\n\n                                                                               3\n\n                  \"PREFERRED STOCK\" means the Preferred Stock of the Company,\npar value $0.01 per share.\n\n                  \"SECURITIES ACT\" means the United States Securities Act of\n1933, as amended, and the rules and regulations of the Commission promulgated\nthereunder.\n\n                  \"SELLER\" has the meaning set forth in the preamble to this\nAgreement.\n\n                  \"SHARES\" means, with respect to the McMahon Stockholders and\nthe ICF Stockholder, all shares, whether now owned or hereafter acquired, of\nClass A Common Stock, Class B Common Stock and Preferred Stock, and any other\nCommon Stock Equivalents owned thereby.\n\n                  \"STOCK PURCHASE AGREEMENT\" has the meaning set forth in the\nrecitals to this Agreement.\n\n                  \"STOCKHOLDERS\" means each of the McMahon Stockholders and the\nICF Stockholder and the term \"STOCKHOLDER\" shall mean any such Person.\n\n                  \"STOCKHOLDERS MEETING\" has the meaning set forth in Section\n3.1.\n\n                  \"TRANSFER\" shall mean to sell, give, assign, hypothecate,\npledge, encumber, grant a security interest in or otherwise dispose of (whether\nby operation of law or otherwise).\n\n                  \"WRITTEN CONSENT\" has the meaning set forth in Section 3.1.\n\n                                   ARTICLE II\n\n                             [intentionally omitted]\n\n                                  ARTICLE III\n\n                              CORPORATE GOVERNANCE\n                              --------------------\n\n                  3.1      GENERAL. From and after the execution of this\nAgreement, each Stockholder shall vote his, her or its Shares at any regular or\nspecial meeting of stockholders of the Company (a \"STOCKHOLDERS Meeting\") or in\nany written consent executed in lieu of such a meeting of stockholders (a\n\"WRITTEN Consent\"), and shall take all other actions necessary, to give effect\nto the provisions of this Agreement (including, without limitation, Section 3.3\nhereof) and to ensure that the Charter Documents do not, at any time hereafter,\nconflict in any respect with the provisions of this Agreement.\n\n                  3.2      STOCKHOLDER ACTIONS. In order to effectuate the\nprovisions of this Article III, each Stockholder (a) hereby agrees that when any\naction or vote is required to be taken by such Stockholder pursuant to this\nAgreement, such Stockholder shall use his, her or its reasonable best efforts to\ncall, or cause the appropriate officers and directors of the Company to call, a\nStockholders Meeting, or to execute or cause to be executed a\n\n\n\n                                                                               4\n\nWritten Consent to effectuate such stockholder action, (b) shall use his, her or\nits reasonable best efforts to cause the Board of Directors to adopt, either at\na meeting of the Board of Directors or by unanimous written consent of the Board\nof Directors, all the resolutions necessary to effectuate the provisions of this\nAgreement, and (c) shall use his, her or its reasonable best efforts to cause\nthe Board of Directors to cause the Secretary of the Company, or if there be no\nsecretary, such other officer of the Company as the Board of Directors may\nappoint to fulfill the duties of Secretary, not to record any vote or consent\ncontrary to the terms of this Article III.\n\n                  3.3      ELECTION OF DIRECTORS; NUMBER AND COMPOSITION. As\nlong as the ICF Stockholder continues to own at least 650,000 shares of Class A\nCommon Stock (subject to adjustments if the Company pays a dividend in shares of\nClass A Common Stock or distributes shares of Class A Common Stock to the\nholders of Class A Common Stock, subdivides or combines the Class A Common\nStock), each Stockholder shall vote its Shares at any Stockholders Meeting\ncalled for the purpose of filling the positions on the Board of Directors, or in\nany Written Consent executed for such purpose, and take all other actions\nnecessary to ensure the election to the Board of Directors of Michael B. Solomon\n(the \"ICF Director\") or, if he is unable or unwilling to so serve, one\nindividual designated by ICF of standing within the business world reasonably\ncomparable to that of Mr. Solomon (a \"Qualified Successor\"). Mr. Solomon or the\nQualified Successor shall also consent to serve on any Board of Directors\ncommittee designated by the Company. Nothing contained in this Agreement shall\npreclude any Stockholder from voting to remove for cause Mr. Solomon or any\nQualified Successor.\n\n                  3.4      REMOVAL AND REPLACEMENT OF DIRECTOR.\n\n                           (a)      REMOVAL OF DIRECTORS. If at any time the ICF\nStockholder notifies other Stockholders of its wish to remove at any time for\ncause the ICF Director, then each Stockholder shall vote all of his, her or its\nShares so as to remove such ICF Director.\n\n                           (b)      REPLACEMENT OF DIRECTORS.\n\n                                    (i)     If at any time, a vacancy is created\non the Board of Directors by reason of the incapacity, death, removal (by reason\nof the last sentence of Section 3.3, Section 3.4(a) or otherwise) or resignation\nof the ICF Director, then the ICF Stockholder shall designate a Qualified\nSuccessor and the Stockholders shall use their reasonable best efforts to cause\nthe Board of Directors to appoint such Qualified Successor to fill the vacancy\nuntil the next Stockholders Meeting.\n\n                                    (ii)    Upon receipt of notice of the\ndesignation of a nominee pursuant to Section 3.4(b)(i), each Stockholder shall,\nas soon as practicable after the date of such notice, take all reasonable\nactions, including the voting of his, her or its Shares, to elect the Qualified\nSuccessor so designated to fill the vacancy.\n\n                  3.5      REIMBURSEMENT OF EXPENSES; D&amp;O INSURANCE. The McMahon\nStockholders shall use their reasonable efforts to cause the Company to\nreimburse the\n\n\n\n                                                                               5\n\nICF Stockholder or their respective designees, for all reasonable travel and\naccommodation expenses incurred by the ICF Director in connection with the\nperformance of his or her duties as a director of the Company upon presentation\nof appropriate documentation therefor. Each Stockholder shall use reasonable\nefforts to cause the Company to, maintain a directors' liability insurance\npolicy that is acceptable to the Board of Directors.\n\n                                   ARTICLE IV\n\n                                  MISCELLANEOUS\n                                  -------------\n\n                  4.1      NOTICES. All notices, demands or other communications\nprovided for or permitted hereunder shall be made in accordance with the\nprovisions of and at the address of the party to which such communication is\naddressed set forth in Section 6.3 of the Stock Purchase Agreement.\n\n                  4.2      SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES.\nThis Agreement shall inure to the benefit of and be binding upon successors and\npermitted assigns of the parties hereto who are simultaneously being transferred\nShares. Each ICF Stockholder shall be entitled to the benefits of this\nAgreement. No Person other than the parties hereto and their successors and\npermitted assigns is intended to be a beneficiary of this Agreement.\n\n                  4.3      AMENDMENT AND WAIVER.\n\n                           (a)      No failure or delay on the part of any party\nhereto in exercising any right, power or remedy hereunder shall operate as a\nwaiver thereof, nor shall any single or partial exercise of any such right,\npower or remedy preclude any other or further exercise thereof or the exercise\nof any other right, power or remedy. The remedies provided for herein are\ncumulative and are not exclusive of any remedies that may be available to the\nparties hereto at law, in equity or otherwise.\n\n                           (b)      Any amendment, supplement or modification of\nor to any provision of this Agreement, any waiver of any provision of this\nAgreement, and any consent to any departure by any party from the terms of any\nprovision of this Agreement, shall be effective only if it is made or given in\nwriting and signed by the ICF Stockholder and the McMahon Stockholders.\n\n                  4.4      COUNTERPARTS. This Agreement may be executed in any\nnumber of counterparts, and by the parties hereto in separate counterparts each\nof which when so executed shall be deemed to be an original and all of which\ntaken together shall constitute one and the same agreement.\n\n                  4.5      SPECIFIC PERFORMANCE. The parties hereto intend that\neach of the parties have the right to seek damages or specific performance in\nthe event that any other party hereto fails to perform such party's obligations\nhereunder. Therefore, if any party shall institute any action or proceeding to\nenforce the provisions hereof, any party against\n\n\n\n                                                                               6\n\nwhom such action or proceeding is brought hereby waives any claim or defense\ntherein that the plaintiff party has an adequate remedy at law.\n\n                  4.6      HEADINGS. The headings in this Agreement are for\nconvenience of reference only and shall not limit or otherwise affect the\nmeaning hereof.\n\n                  4.7      GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY\nAND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT\nREGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.\n\n                  4.8      SEVERABILITY. If any one or more of the provisions\ncontained herein, or the application thereof in any circumstance, is held\ninvalid, illegal or unenforceable in any respect for any reason, the validity,\nlegality and enforceability of any such provision in every other respect and of\nthe remaining provisions hereof shall not be in any way impaired, unless the\nprovisions held invalid, illegal or unenforceable shall substantially impair the\nbenefits of the remaining provisions hereof.\n\n                  4.9      RULES OF CONSTRUCTION. Unless the context otherwise\nrequires, references to sections or subsections refer to sections or subsections\nof this Agreement.\n\n                  4.10     ENTIRE AGREEMENT. This Agreement, together with the\nexhibits hereto, is intended by the parties as a final expression of their\nagreement and intended to be a complete and exclusive statement of the agreement\nand understanding of the parties hereto in respect of the subject matter\ncontained herein and therein. There are no restrictions, promises,\nrepresentations, warranties or undertakings, other than those set forth or\nreferred to herein or therein. This Agreement, together with the exhibits\nhereto, supersede all prior agreements and understandings among the parties with\nrespect to such subject matter.\n\n                  4.11     TERM OF AGREEMENT. This Agreement shall become\neffective upon the execution hereof and shall terminate upon the earlier of (i)\nthe date that the ICF Stockholder owns less than 650,000 shares of Class A\nCommon Stock (subject to adjustments if the Company pays a dividend in shares of\nClass A Common Stock or distributes shares of Class A Common Stock to the\nholders of Class A Common Stock, subdivides or combines the Class A Common\nStock) and (ii) the twentieth anniversary of the date hereof.\n\n                  4.12     FURTHER ASSURANCES. Each of the parties shall, and\nshall cause their respective Affiliates to, execute such documents and perform\nsuch further acts as may be reasonably required or desirable to carry out or to\nperform the provisions of this agreement.\n\n                  [Remainder of page intentionally left blank]\n\n\n\n                                                                               7\n\n                  IN WITNESS WHEREOF, the undersigned have executed, or have\ncaused to be executed, this Stockholders Agreement on the date first written\nabove.\n\n\n                                   \/s\/ Vincent K. McMahon\n                                   --------------------------------------------\n                                   Vincent K. McMahon\n\n\n\n                                   The Vincent K. McMahon Irrevocable Trust\n\n                                   By:  \/s\/ Vincent K. McMahon\n                                        ---------------------------------------\n                                        Name:   Vincent K. McMahon\n                                        Title:  Trustee\n\n\n\n                                   By:  Invemed Catalyst GenPar, LLC,\n                                        its general partner\n\n                                        By:  Gladwyne Catalyst GenPar, LLC,\n                                             its managing member\n\n\n                                        \/s\/ Suzanne Present\n                                        ---------------------------------------\n                                        Name:   Suzanne Present\n                                        Title:  Member\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":[9629,9633],"class_list":["post-43949","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-world-wrestling-federation-entertainment-inc","corporate_contracts_industries-travel__services","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43949","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=43949"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43949"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43949"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43949"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}