(e) Paid Time Off: Vacation and personal leave accrual and use shall be subject to WWE’s policies as such policies may exist and/or be amended from time to time. McMahon will accrue twenty (20) vacation days and three (3) personal days per year.
(f) First Class Travel. McMahon shall be entitled to travel first class in the performance of his duties hereunder.
(g) Reimbursement of Expenses. During the Term, McMahon shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him (in accordance with the policies and practices presently followed by the Company or as may be established by the Board for its senior executive officers) in performing services under this Agreement, provided that McMahon properly accounts for such expenses in accordance with the Company’s policies.
SECTION 4. Payments Upon Termination of Employment.
(a) Termination of Employment Without Good Reason, For Cause, Death or Disability. If, prior to the end of the Term, McMahon’s employment is terminated by McMahon without Good Reason, by WWE for Cause, due to McMahon’s death or due to McMahon’s Disability, with the sole exception of any accrued, but unpaid, Base Salary through the termination date and any benefits to which McMahon may be entitled under any applicable plans and programs of WWE as of the termination date (the “Accrued Benefits”), no payments upon such termination will be due McMahon under this Agreement.
(b) Non-Renewal. If this Agreement expires at the end of the Term without renewal by either party, with the sole exception of the Accrued Benefits, no payments upon such expiration will be due McMahon under this Agreement.
(c) Termination of Employment Without Cause or For Good Reason Absent a Change in Control. If, prior to the end of the Term, McMahon’s employment is terminated by WWE without Cause or by McMahon for Good Reason, in either case, absent a Change in Control, WWE will provide McMahon with the following benefits (which, for the avoidance of doubt, shall be in lieu of, and not in addition to, any benefits provided under the WWE Severance Policy, except as provided in clause (iii) below), subject to Section 4(e) below:
(i) the Accrued Benefits;
(ii) continued payment of McMahon’s then-current annual Base Salary through the end of the Term in accordance with WWE’s standard payroll practices, but in no event less than one (1) year’s annual Base Salary;
(iii) payment of McMahon’s annual Incentive Bonus target on a pro-rata basis for the year in which such termination occurs in accordance with WWE’s standard practices regarding annual bonus payments. For clarity, McMahon shall not be paid any bonus amounts for any remaining years of the Term upon termination as described in this Section 4(c); and
(iv) subject to McMahon’s timely election in accordance with the Consolidated Omnibus Reconciliation Act, as amended (“COBRA”) and continued eligibility, continued coverage for McMahon and any eligible dependents under WWE’s group health insurance coverage in accordance with the WWE Severance Policy through the end of the Term (subject to the consent of the applicable insurance provider to the extent such coverage extends beyond the period required by applicable law).
(d) Termination of Employment Without Cause or For Good Reason In Connection with a Change in Control. If, prior to the end of the Term, McMahon’s employment with WWE is terminated by WWE without Cause or by McMahon for Good Reason, in either case, on the date of or within the two (2) year period following a Change in Control (as defined below) (each such termination of employment, a “Qualifying CIC Termination”), WWE will provide McMahon with the following benefits (which, for the avoidance of doubt, shall be in lieu of, and not in addition to, any benefits provided under the WWE Severance Policy), subject to Section 4(e) below:
(i) the Accrued Benefits;
(ii) a lump sum cash payment equal to two (2) times his then-current Base Salary, payable on or before the sixtieth (60th) calendar day following the Qualifying CIC Termination;
(iii) a lump sum cash payment equal to two (2) times McMahon’s target Incentive Bonus opportunity for the year in which the Qualifying CIC Termination occurs, payable on the sixtieth (60th) calendar day following the Qualifying CIC Termination? (iv) payment of McMahon’s annual Incentive Bonus target on a pro-rata basis for the year in which such termination occurs payable on or before the sixtieth (60th) calendar day following the Qualifying CIC Termination. For clarity, McMahon shall not be paid any bonus amounts for any remaining years of the Term upon termination as described in this Section 4(d);
(v) acceleration and 100% vesting of all then-outstanding equity awards, including without limitation, all special grants previously made to McMahon, and for any performance awards that have not previously vested, (x) any payout in respect of performance criteria that have not yet been attained as of the date of the Qualifying CIC Termination for any incomplete award period shall be determined based on 100% of target-level achievement and (y) any payout in respect of performance criteria that have been attained as of the date of the Qualifying CIC Termination for any incomplete award period shall be determined based on actual performance as of the date of such Qualifying CIC Termination in accordance with the terms and conditions of the applicable award agreement for such performance award; and
(vi) subject to McMahon’s timely election in accordance with COBRA and continued eligibility, continued coverage for twenty-four (24) months following the Qualifying CIC Termination (or until McMahon becomes eligible for comparable coverage under the medical health plans of a successor employer, if earlier) (the “CIC COBRA Benefit Period”) for McMahon and any eligible dependents under WWE’s group health insurance coverage in which McMahon and any such dependents participated in immediately prior to the date of the Qualifying CIC Termination, to the extent permitted thereunder and subject to any active-employee cost-sharing or similar provisions in effect for McMahon thereunder as of immediately prior to the date of McMahon’s termination of employment and the consent of the applicable insurance provider to the extent such coverage extends beyond the period required by applicable law; provided that such coverage shall not be provided in the event WWE would be subject to any excise tax under Section 4980D of the Internal Revenue Code or other penalty or liability pursuant to the provisions of the Patient Protection and Affordable Care Act of 2010 (as amended from time to time) or to the extent not permitted by other applicable law, and in lieu of providing the coverage described above, WWE shall instead pay to McMahon a monthly cash payment in an amount equal to the portion of the monthly COBRA premiums WWE would have paid during the CIC COBRA Benefit Period, after taking into account any active employee cost-sharing or similar provisions in effect for McMahon, with such monthly payment being made on the last day of each month of the remainder of the CIC COBRA Benefit Period.
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