Exhibit 10.2B
WORLD WRESTLING ENTERTAINMENT, INC.
AGREEMENT FOR RESTRICTED PERFORMANCE STOCK UNITS
THIS AGREEMENT FOR RESTRICTED PERFORMANCE STOCK UNITS (this "Agreement")
is entered into as of June ___, 2003 by and between World Wrestling
Entertainment, Inc., a Delaware corporation ("WWE" and, together with each
corporation of which WWE owns directly or indirectly 50% or more of all equity
interests, the "Company"), and __________, a management employee of the Company
(the "Employee").
WHEREAS, the Company intends to make a grant under its 1999 Long-Term
Incentive Plan, as in effect on the date hereof and as it may be amended from
time to time hereafter (the "Plan"), by providing to Employee restricted stock
units that are subject to vesting based on length of continued employment and
financial performance goals (each a "Restricted Performance Stock Unit"); and
WHEREAS, Employee wishes to receive such Restricted Performance Stock
Units in accordance with the Plan and this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
stated herein, and intending to be legally bound, the Company and Employee
hereby agree as follows:
1. Certain Definitions
Each capitalized term used in this Agreement shall have the meaning
ascribed to that term in the Plan unless otherwise defined herein.
The following capitalized terms shall have the respective meanings
set forth below:
(a) "Deferred Issuance Date" shall have the meaning ascribed in
Section 3(d).
(b) "Dividend Units" shall have the meaning ascribed thereto in
Section 4.
(c) "Employee Account" shall have the meaning ascribed thereto in
Section 2(b).
(d) "Fiscal Year" shall mean a fiscal year of the Company and
"Fiscal" followed by a calendar year shall mean the Fiscal
Year ending in that calendar year (e.g., "Fiscal 2004" means
the Fiscal Year of the Company ending April 30, 2004).
(e) "PSU" shall mean a Restricted Performance Stock Unit under
which Employee shall have the right to receive one Share and
Dividend Units accruing as a result of such PSU, upon vesting,
or if applicable, on the Deferred Issuance Date.
(f) "Date of Grant" for any PSU shall mean the date specified as
such in Exhibit A for such PSU.
(g) "Shares" shall mean the shares of Common Stock issuable upon
the vesting of a PSU or Dividend Unit, or if applicable, on
the Deferred Issuance Date.
2. Grant of PSUs; Restrictions
(a) Subject to all terms and conditions of the Plan and of this
Agreement (and subject to execution of this Agreement by
Employee), the Company has granted to Employee those PSUs
listed in Exhibit A to this Agreement.
(b) Each PSU shall be recorded in a PSU bookkeeping account
maintained by the Company in the name of Employee (the
"Employee Account"). The Company's obligations under this
Agreement shall be unfunded and unsecured, and no special or
separate fund shall be established and no other segregation of
assets shall be made. The rights of Employee under this
Agreement shall be no greater than those of a general
unsecured creditor of the Company. Employee shall have no
rights as a stockholder of the Company by virtue of any PSU
unless and until such PSU vests and resulting Shares are
issued to Employee, and
i. All terms and conditions stated in the Plan and all
those stated in this Agreement shall apply to each PSU
and any Dividend Units accrued under Section 4;
ii. No PSU or any Dividend Units accrued under Section 4 may
be sold, transferred, pledged, hypothecated or otherwise
encumbered or disposed by Employee; and
iii. Each PSU and Dividend Units accrued under Section 4
shall remain restricted and subject to forfeiture unless
and until such PSU has vested in Employee in accordance
with the Plan and this Agreement.
3. Vesting
(a) Annual Vesting. The PSUs granted hereunder shall vest in seven
substantially equal installments on the last day of each of
seven successive Fiscal Years with the first such vesting to
be made on the last day of Fiscal 2004. Associated Dividend
Units shall vest annually as provided in Section 4(ii).
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(b) Other Vesting
i. Vesting Based on Performance Goals. The Committee has
established performance goals for the Company, the
attainment of which shall result in the accelerated
vesting of all PSUs granted under this Agreement as well
as all Dividend Units. Such performance goals are set
forth in Exhibit A. Following the end of each Fiscal
Year, the Committee shall determine whether the Company
has attained such performance goals, and, if so, all
such PSUs and Dividend Units shall immediately vest.
ii. Optional Vesting. The Committee may also at any time and
from time to time determine that any other PSUs and
Dividend Units shall become vested based on such factors
as the Committee may determine in its sole discretion
(including, without limitation and by way of example
only, performance of Employee's operating unit,
performance of the Company as a whole, benefits of
providing additional long-term incentive compensation to
Employee in light of the competitive market for
Employee's services, severance arrangements, etc.). If
the Committee makes such a determination, then such
additional PSUs and/or Dividend Units as may be
specified by the Committee in such determination shall
become vested at the time specified by the Committee in
such determination.
iii. Change in Control. If a Change in Control occurs and (x)
within one year thereafter the Employee's employment is
terminated by the Company without cause (as determined
by the Committee in its sole discretion); or (y) within
one year thereafter the Employee terminates his or her
employment as a result of (i) a decrease in base salary;
(ii) a change in responsibility or reporting structure;
or (iii) a change in employment to a location more than
twenty-five miles from the place of employment at the
time of the Change in Control; then all PSUs and
Dividend Units shall immediately vest.
(c) Effects of Vesting. With respect to each PSU and Dividend Unit
that vests, the Company shall, within a reasonable time after
the later of (i) vesting or (ii) the Deferred Issuance Date
(as defined herein), if any, issue one Share to Employee
without restrictions under the Plan or this Agreement. Any
such issuance shall be subject to all laws (including without
limitation those governing withholding of taxes and those
governing securities and transfer thereof).
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(d) Election for Deferred Issuance. Employee may elect to defer
the issuance of all but not less than all of the Shares and
Dividend Units in his or her Employee Account to be vested at
the end of the then current Fiscal Year by executing and
delivering to the Company a written deferral election in such
form as the Company may prescribe (and containing such terms
and conditions as the Company may establish in such form), in
each case not later than the October 31 occurring prior to the
end of the then current Fiscal Year or such other date that
the Company may establish for delivery of such election. The
date established by such election in accordance with such
terms and conditions shall be the "Deferred Issuance Date."
The Deferred Issuance Date shall in no event be later than the
date of Employee's termination of employment with the Company.
Any such Deferred Issuance Date shall not be revocable by the
Employee or the Company.
4. Dividend Units; Vesting
With respect to each PSU, whether or not vested, that has not been
forfeited (but only until the underlying Shares are issued), the
Company shall, with respect to any cash dividends paid to Shares
(based on the same record and payment date as the dividends paid on
Shares) accrue into the Employee Account the number of whole Shares
("Dividend Units") as could be purchased with the aggregate
dividends that would have been paid with respect to such PSU if it
were an outstanding Share (together with any other cash accrued in
the Employee Account after that time) at the price per Share equal
to the closing price on the New York Stock Exchange (NYSE) (or a
comparable price, if the Shares are not then listed on the NYSE) on
the date of the dividend payment. These Dividend Units thereafter
(i) will be treated as PSUs for purposes of future dividend accruals
pursuant to this Section 4; and (ii) will vest in such amounts
(rounded to the nearest whole Dividend Unit) at the same time as the
PSUs with respect to which such Dividend Units were received. Any
remaining portions of such dividend not used because they would
purchase less than a whole Share shall be accrued in the Employee
Account as cash. Any dividends or distributions on Shares paid other
than in cash shall accrue in the Employee Account and shall vest at
the same time as the PSUs in respect of which they are made (in each
case in the same form, based on the same record date and at the same
time, as such dividend or other distribution is paid on such Share).
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5. Forfeiture
Except as provided for vesting on termination of employment
following a Change of Control as contemplated in Section 3(b)(iii)
or vesting as part of a severance arrangement as contemplated in
Section 3(b)(ii), upon termination of Employee's employment
(regardless of whether caused by resignation, termination by the
Company, death, disability or otherwise), each PSU, Dividend Unit
and other remaining accrued dividends in the Employee Account, in
each case that has not previously vested, shall be forfeited by the
Employee to the Company. Employee shall thereafter have no right,
title or interest whatsoever in such unvested PSUs, Dividend Units
and accrued dividends and Employee shall immediately return to the
Secretary of the Company any and all documents representing such
forfeited items. All vested PSUs, Dividend Units and dividends
thereon (whether or not deferred pursuant to Section 3(d)), shall
immediately be paid or issued, as the case may be, to the Employee.
6. No Continuation of Employment
This Agreement shall not give Employee any right to employment or
continued employment and the Company may terminate Employee's
employment or otherwise treat Employee without regard to any effect
such termination may have upon Employee under this Agreement.
7. Terms Subject to Plan
Notwithstanding anything in this Agreement to the contrary, each and
every term, condition and provision of this Agreement shall be, and
shall be construed as, consistent in all respects with all terms,
conditions and provisions of the Plan. If any term, condition or
provision of this Agreement is (or is alleged to be) inconsistent
with the Plan in any respect, the Plan shall govern in all
circumstances and such inconsistent (or allegedly inconsistent)
term, condition or provision shall be construed so as to be
consistent in all respects with the Plan.
8. Entire Agreement: Amendments
This Agreement contains all terms and conditions with respect to the
subject matter hereof and no amendment, modification or other change
hereto shall be of any force or effect unless and until set forth in
a writing executed by Employee and the Company (in each case except
for such amendments as the Company is expressly authorized
hereunder, or under the Plan, to make without Employee's consent).
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9. Governing Law
This Agreement shall be governed by and construed in accordance with
the laws of the State of Connecticut, without giving effect to
principles of conflicts of law. If any dispute arises with respect
to this Agreement or any matter hereunder, (x) such dispute shall be
submitted to the Federal or state courts sitting in the State of
Connecticut, with each party waiving any defense to such venue; and
(y) each party irrevocably waives its right to a jury trial. The
prevailing party shall be reimbursed by the other party for any
costs of any proceeding relating to this Agreement in any matter
hereunder incurred by the prevailing party, including reasonable
attorneys' fees and costs.
10. Taxes
Employee shall be liable for any and all taxes, including
withholding taxes, arising out of this grant or the vesting of PSUs
or distribution of Shares hereunder. Employee may elect to satisfy
such withholding tax obligation by having the Company retain Shares
having a fair market value equal to the Company's minimum
withholding obligation.
IN WITNESS WHEREOF, Employee has executed this Agreement and the Company
has caused this Agreement to be executed by its duly authorized officer, all as
of the day and year first above written.
EMPLOYEE WORLD WRESTLING
ENTERTAINMENT, INC.
By:
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Title:
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