(e) Separation Agreement Requirement. Payments described in Sections 4(c) and (d) above (other than the Accrued Benefits) are conditioned on (i) McMahon’s execution of a standard separation agreement, which shall contain, among other provisions, a full release and waiver of claims or potential claims against WWE in substantially the form attached hereto as Exhibit A, which separation agreement must be executed and irrevocable by the deadlines set by then applicable laws, but no later than the sixtieth (60th) day following the effective termination of employment, whichever is less, and (ii) McMahon’s ongoing compliance with the covenants set forth in Section 6 in accordance with their terms. Any payments or benefits otherwise payable during such period will accrue and be paid, without interest, on the first payroll date following such sixty (60)-day period.
(f) Definitions.
(i) “Cause” for purposes of this Agreement shall have the meaning set forth in the current WWE Severance Policy (or if WWE does not then have a Severance Policy in place, then as defined in the current WWE Severance Policy in effect as of the date of this Agreement).
(ii) “Change in Control” for purposes of this Agreement shall mean the occurrence of any of the following; provided, however, that a “Change in Control” shall have any “Change in Control” or similar definition contained in Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) in any instance in which amounts are paid under a compensation agreement as a result of a Change in Control and such amounts are treated as deferred compensation under Code Section 409A: (A) the acquisition in one or more transactions, other than from WWE, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (“Exchange Act”)), other than WWE, a WWE subsidiary or any employee benefit plan (or related trust) sponsored or maintained by WWE or a WWE subsidiary, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of WWE securities aggregating 30% or more of the vote of all voting securities; (B) the consummation (i.e. closing) of a reorganization, merger or consolidation involving WWE, unless, following such reorganization, merger or consolidation, all or substantially all of the individuals and entities who were the beneficial owners of WWE’s common stock immediately prior to such reorganization, merger or consolidation, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than seventy percent (70%) of both the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities of the entity resulting from such reorganization, merger or consolidation in substantially the same proportion as their ownership of WWE’s common stock and outstanding voting securities immediately prior to such reorganization, merger or consolidation; (C) the consummation (i.e. closing) of a sale or other disposition of all or substantially all of the assets of WWE, unless, following such sale or disposition, all or substantially all of the individuals and entities who were the beneficial owners of WWE’s common stock immediately prior to such sale, beneficially own, directly or indirectly, more than sixty percent (60%) of both the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities of the entity purchasing such assets in substantially the same proportion as their ownership of WWE’s common stock and outstanding voting securities immediately prior to such sale or disposition; (D) the consummation of any transaction described in (A) or (B) above, following which Vincent K. McMahon and his family (as defined in Section 267(c)(4) of the Internal Revenue Code) retain beneficial ownership of voting securities of, as applicable, WWE, its successor or the ultimate parent corporation or other entity of the chain of corporations or other entities which includes WWE or its successor, representing voting power that is less than that of any other individual, entity or group; or (E) a complete liquidation or dissolution of WWE.
(iii) “Disability” for purposes of this Agreement shall be defined as McMahon’s inability to perform the material responsibilities of his position with or without reasonable accommodation for a consecutive period of ninety (90) days in any one year period, or for a non-consecutive period of one hundred twenty (120) days in any one year period.
(iv) “Good Reason” for purposes of this Agreement shall mean any of the following to which McMahon shall not specifically consent in writing after being fully informed thereof by a notice which fully sets forth McMahon’s rights hereunder in respect of such actions by the Company: (a) the assignment to McMahon of any duties materially inconsistent in any respect with McMahon’s positions with the Company (including reporting requirements), authority, duties or responsibilities as contemplated by Section 2 of this Agreement, or any action by the Company which results in a material diminution in such positions, authority, duties or responsibilities; (b) any failure by the Company to comply with any of the material provisions of this Agreement, including the provisions of Section 7(c); (c) any material reduction in McMahon’s base compensation, other than a reduction that applies uniformly to all senior executive officers; or (d) any relocation of the Company’s executive offices to a location which is more than fifty (50) miles from Stamford, Connecticut. Notwithstanding the foregoing, in the event McMahon asserts that one of the foregoing reasons exists for potential termination of employment, McMahon shall first provide WWE written notice specifying the nature of the reason and WWE will have at least thirty (30) days to cure or remedy the situation. If McMahon has not terminated employment within ninety (90) days after the occurrence of such Good Reason situation or event that has not been cured or remedied by WWE, McMahon will be deemed to have waived the right to terminate on the basis of Good Reason with respect to the situation or event giving rise to Good Reason.
SECTION 5. Conditions of Employment.
(a) Further, McMahon’s continued employment shall be conditioned on: (i) McMahon’s execution of this Agreement without modification; (ii) continued compliance with the covenants set forth in Section 6 in accordance with their terms; and (iii) compliance with WWE’s Intellectual Property Release & Waiver, Conflict of Interest and Code of Conduct, Email Acceptable Use Guidelines, Equal Opportunity and Non-Harassment Policy, Employee Handbook Policy, Policy Prohibiting Insider Trading, Social Media Policy, and Fitness Center Waiver of Liability agreements.
(b) WWE hereby notifies McMahon pursuant to federal law that: (1) an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made: (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (2) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
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