Employment Agreement - World Wrestling Federation Entertainment Inc. and Stuart C. Snyder
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into as of this
_______________ day of May, 2000 and effective as of the Fifth (5th) day of
June, 2000, unless otherwise agreed in writing by the parties, by and between
World Wrestling Federation Entertainment, Inc. ("WWFE"), with offices at 1241
East Main Street, Stamford, CT 06902, and Stuart C. Snyder, an individual
residing at 251 West 92nd Street, Apt. 11A, New York, New York ("Employee"),
individually referred to as a "party" and collectively referred to as the
"parties."
NOW, THEREFORE, in consideration of the promises, covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. DUTIES/ACCOUNTABILITIES: WWFE agrees to employ Employee as . President
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and Chief Operating Officer. During Employee's employment with WWFE, Employee
shall do and perform all services and acts necessary or advisable to fulfill the
duties and responsibilities as are commensurate and consistent with Employee's
position and shall render such services on the terms set forth herein. During
Employee's employment with WWFE, Employee shall report directly to WWFE's .
Chief Executive Officer. Employee shall also take direction from WWFE's Chairman
(collectively, "Reporting Officers"). Employee shall have such powers and duties
with respect to WWFE as may reasonably be assigned to Employee by the Reporting
Officers, to the extent consistent with Employee's position and status
(collectively, "Duties").
Employee shall devote his best efforts and full business time and attention
to the performance of his Duties and shall protect and promote the interests of
[OBJECT OMITTED]WWFE. Employee's principal place of employment shall be WWFE's
offices located in Stamford, CT. Employee shall cooperate in any reasonable
manner whatsoever with [OBJECT OMITTED]WWFE in connection with the performance
of the Duties. Employee acknowledges and agrees that there are inherent subtasks
within the services set forth above that will be performed as part of the
Duties.
Note: Areas of responsibility and employees reporting to Employee shall be
clarified and an organizational chart will be provided.
2. TERM: The term of this Agreement shall be for three (3) years,
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commencing on June 5, 2000 and, unless terminated earlier as set forth below,
ending on June 4, 2003 ("Term"). Each year of the Term shall be referred to
hereinafter as a "Contract Year".
3. TERRITORY: The territory for this Agreement shall be the entire world.
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4. COMPENSATION: Employee will be entitled to receive compensation
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hereunder, as follows:
(a) During the Term, [OBJECT OMITTED]WWFE shall pay Employee a base
salary at the annual rate of Six Hundred Thousand US Dollars (US$600,000.00) for
the First Contract Year; Six Hundred Thirty Thousand US Dollars ($630,000.00)
for the Second Contract Year; and Six Hundred Sixty One Thousand Five Hundred US
Dollars ($661,500.00) for the Third Contract Year. All
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compensation shall be payable, less deductions and taxes required by law, in
weekly or semimonthly installments as determined by WWFE in its sole discretion;
(b) Employee shall be granted options to purchase two hundred thousand
(200,000) shares of WWFE's Class A common stock under WWFE's Long Term Incentive
Plan consistent with the Stock Option Agreement for Employees and Directors
attached hereto as Exhibit A and incorporated herein by reference. Employee will
be eligible to participate in any program created for senior management with
respect to the grant of additional options;
(c) Within ten (10) days after the first day of active employment
tentatively scheduled for May 29, 2000, Employee shall be paid a one-time
signing bonus in the amount of Seventy-Five Thousand US Dollars ($75,000.00) net
of taxes and other withholdings normally associated with Employee compensation,
it being understood and agreed that should this Agreement be terminated by WWFE
on or before June 4, 2001, WWFE may credit this signing bonus against any
payments that may be owed to Employee under Paragraph 7 (b) below, otherwise
this signing bonus shall be nonrecoupable by WWFE; and
(d) During each Contract Year of this Agreement, Employee shall be
eligible for a bonus, to be paid based upon performance targets established by
WWFE's Reporting Officers in advance and before or within the first quarter of
each Contract Year, and in consultation with Employee. The target will be sixty
percent (60%) of Employee's then current base salary with an upside potential of
up to eighty percent (80%) of Employee's then current annual base salary.
5. EXPENSES:
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(a) WWFE shall reimburse Employee for any reasonable and necessary
expenses incurred in the performance of his Duties hereunder, which shall
include providing Employee with first class airline tickets on business related
flights and any other reasonable and necessary travel, business entertainment
and lodging expenses, provided that reimbursement hereunder shall be subject to
WWFE's then current policies regarding such reimbursement, now or hereafter
adopted by WWFE, that any and all such expenses are approved in advance by the
WWFE's CEO and only upon receipt of adequate supporting documentation therefor.
All such expenses shall be reimbursed within thirty (30) calendar days following
submission to and approval by WWFE of an invoice no more frequently than on a
monthly basis.
6. BENEFITS:
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(a) Employee shall be eligible during the Term of this Agreement for
those benefits generally available to similarly situated employees of [OBJECT
OMITTED]WWFE including but not limited to welfare, health and life insurance and
pension benefit and incentive programs, vacation and the like;
(b) Employee shall be a member of WWFE's Executive Committee during
the term of this Agreement;
(c) At WWFE's sole discretion, at a time deemed appropriate by the
Reporting Officers
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during the term of the Agreement, Employee will be reasonably considered to be
added as a member of WWFE's Board of Directors;
(d) Employee shall have the use of either his own or a company
cellular telephone, it being understood and agreed in either case that WWFE
shall reimburse Employee for monthly service charges and any reasonable and
necessary toll calls or other business related fees incurred in connection with
the use thereof; and
(e) Employee shall be entitled to reimbursement for up to One Hundred
US Dollars ($100.00) per month for home office telephone and fax charges.
7. TERMINATION:
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(a) [OBJECT OMITTED]WWFE shall have the right to terminate Employee's
employment and this Agreement immediately for "Cause." For purposes hereof,
"Cause" shall mean if Employee: (i) is found to have engaged in fraud, deceit,
misappropriation, embezzlement, theft, unethical conduct, or other act of gross
misconduct against [OBJECT OMITTED]WWFE or any of its affiliates; (ii) is
determined to have engaged in behavior that [OBJECT OMITTED]substantially and
publicly injures [OBJECT OMITTED]WWFE's reputation in the community; (iii) is
determined to have willfully and knowing violated any rules or regulations of
any governmental or regulatory body; or (iv) is convicted, pleads or enters a
plea of nolo contendere to a felony. If [OBJECT OMITTED]WWFE terminates Employee
for Cause, Employee shall be paid any unpaid consideration as set forth in
Paragraphs 4, 5 and 6 above only through the date of termination. Employee and
[OBJECT OMITTED]WWFE shall have no further obligation hereunder, financial or
otherwise, from the date of termination; and Employee and [OBJECT OMITTED]WWFE
shall have all other rights and remedies available under this or any other
agreement and at law or in equity.
(b) WWFE may terminate this Agreement at any time for any reason other
than Cause provided that within ten (10) days after such termination, it pays
Employee on a non-mitigated basis (i) the difference between One Million Eight
Hundred Ninety One Thousand Five Hundred Dollars ($1,891,500.00) and what WWFE
has paid Employee pursuant to paragraph 4(a) above up to the date of his
termination; (ii) all bonuses due under Paragraph 4(d) that remain unpaid,
including a pro-rata bonus for a partial Contract Year, if applicable, and (iii)
all consideration due under Paragraphs 5 and 6.
(c) Should Employee resign at any point during the Term of this
Agreement, WWFE shall have no further obligation thereafter to Employee under
this Agreement, whether financial or otherwise, except for accrued and unpaid
consideration due pursuant to Paragraphs 4, 5 and 6 above.
(d) In the event of Employee's Disability (as defined below) (to the
extent not prohibited by The Americans With Disabilities Act of 1990 or any
other law), Employee shall be paid his unpaid compensation and consideration as
set forth in Paragraphs 4(a), 4(d), 5 and 6 above through the date of
resignation or Disability (as
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applicable). WWFE shall have no further obligation hereunder, financial or
otherwise, except the stock options set forth in paragraph 4 (b) above, subject
of course to any restrictions contained in WWFE's Long Term Incentive Plan and
the Stock Option Agreement set forth in Exhibit A, from the date of resignation
or Disability (as applicable) and WWFE shall have all other rights and remedies
available under this or any other agreement and at law or in equity. For
purposes hereof, "Disability" shall mean if as a result of Employee's medically
diagnosed incapacity due to physical or mental illness (as determined in good
faith by a physician acceptable to WWFE and Employee's representative), Employee
shall have been absent from full-time performance of his Duties with WWFE for
four (4) consecutive months during any twelve (12) month period.
(e) Notwithstanding anything to the contrary set forth above, should
Employee die during the Term of this Agreement, WWFE shall pay Employee's heirs
(i) the difference between One Million Eight Hundred Ninety One Thousand Five
Hundred Dollars ($1,891,500.00) and what WWFE has paid Employee pursuant to
paragraph 4(a) above up to the date of his death; (ii) all bonuses due under
Paragraph 4(d) that remain unpaid, including a pro-rata bonus for a partial
Contract Year, if applicable, and (iii) all consideration due under Paragraphs 5
and 6.
(f) For the avoidance of doubt, Employee's eligibility to exercise any
stock options granted hereunder shall be consistent with the provisions of the
Long Term Incentive Plan and Exhibit A.
8. WORK FOR HIRE: Employee hereby acknowledges that all duties performed
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hereunder were specifically ordered or commissioned by WWFE ("Work"); that the
Work constitutes and shall constitute a work-made-for-hire as defined in the
United States Copyright Act of 1976; that WWFE is and shall be the author of
said work-made-for-hire and the owner of all rights in and to the Work
throughout the universe, in perpetuity and in all languages, for all now known
or hereafter existing uses, media and forms, including, without limitation, the
copyrights therein and thereto throughout the universe for the initial term and
any and all extensions and renewals thereof; and that WWFE shall have the right
to make such changes therein and such uses thereof as it may deem necessary or
desirable. "Works" shall include, but not be limited to all material and
information created by Employee in the course of Employee's employment by WWFE
which is fixed in a tangible medium of expression, including, but not limited
to, notes, drawings, memoranda, correspondence, documents, records, notebooks,
flow charts, computer programs and source and object codes, regardless of the
medium in which they are fixed. To the extent that the Work is not recognized as
a work-made-for-hire, Employee hereby assigns, transfers and conveys to WWFE,
without reservation, all of Employee's right, title and interest throughout the
universe in perpetuity in the Work, including, without limitation, all rights of
copyright and copyright renewal in said Work or any part thereof. Employee will
take whatever steps and do whatever acts WWFE requests at WWFE's cost,
including, but not limited to, placement of WWFE's proper copyright notice on
such Works to secure or aid in securing copyright protection and will assist
WWFE or its nominees in filing applications to register claims of copyright in
such works. Employee will not reproduce, distribute, display publicly, or
perform publicly, alone or in combination with any data processing or network
system, any Works of WWFE without the written permission from WWFE.
9. COVENANTS OF EMPLOYEE. In order to induce WWFE to enter into this
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Agreement, Employee hereby agrees as follows:
(a) Confidentiality. Employee acknowledges that by reason of his
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relationship with and service to WWFE, Employee has had and will have access to
confidential information relating
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to operations and technology and know-how which have been and will be developed
by WWFE and its affiliates, including, without limitation, information and
knowledge pertaining to wrestling productions and performances, public relations
and marketing, products and their design and manufacture, methods of operation,
sales and profit data, customer and supplier lists and relationships between
WWFE and its affiliates and its customers, suppliers and others who have
business dealings with it, and plans for future developments relating thereto.
In recognition of the foregoing, during the Term and at all times thereafter,
Employee will maintain the confidentiality of all such information and other
matters of WWFE and its affiliates known to Employee which are otherwise not in
the public domain and will not disclose any such information to any person
outside the organization of WWFE, wherever located, except as required by law or
with WWFE's Board of Directors' prior written authorization and consent.
(b) Records. All papers, books and records of every kind and
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description relating to the business and affairs of WWFE, or any its affiliates,
whether or not prepared by Employee, other than personal notes prepared by or at
the direction of Employee, shall be the sole and exclusive property of WWFE, and
Employee shall surrender them to WWFE at any time upon request by WWFE.
Employee's personal notes, papers and possessions, including those at the
offices of WWFE, shall be accessible to Employee and be available for removal
during the Term and after termination.
(c) Non-Competition. Employee hereby agrees with WWFE that during the
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Term and for a period of one (1) year following the date of termination, (i) he
shall not perform services for or on behalf of any professional wrestling
organization or entity including without limitation World Championship Wrestling
or any subsidiary or affiliated company thereof, or any subsidiary or affiliated
company thereof principally engaged in the business of professional wrestling,
or Extreme Championship Wrestling or any subsidiary or affiliated company
thereof principally engaged in the business of professional wrestling; (ii) he
shall not actively solicit any employee of WWFE or any of its subsidiaries or
affiliates to leave the employment thereof; and (iii) he shall not induce or
attempt to induce any customer, supplier, licensee or other individual,
corporation or other business organization having a business relation with WWFE
or its subsidiaries or affiliates to cease doing business with WWFE or its
subsidiaries or in any way unlawfully interfere with the relationship between
any such customer, supplier, licensee or other person and WWFE or its
subsidiaries or affiliates, it being understood and agreed, however, that
Paragraph 9 (c)(i) above shall not apply in the event that WWFE terminates
Employee without cause.
(d) Enforcement. Employee agrees and warrants that the covenants
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contained herein are reasonable, that valid considerations have been and will be
received therefor and that the agreements set forth herein are the result of
arms-length negotiations between the parties hereto. Employee recognizes that
the provisions of this Paragraph 9 are vitally important to the continuing
welfare of WWFE, and its affiliates, and that money damages constitute a totally
inadequate remedy for any violation thereof. Accordingly, in the event of any
such violation by Employee, WWFE, and its affiliates, in addition to any other
remedies they may have, shall have the right to institute and maintain a
proceeding to compel specific performance thereof or to issue an injunction
restraining any action by Employee in violation of this Paragraph 9.
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10. ASSIGNMENT: This Agreement contemplates the personal services of
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Employee and is not assignable by Employee. WWFE may assign this Agreement in
whole or in part, without limitation or restriction, provided that WWFE or the
assignee remains fully responsible for the obligations of WWFE hereunder.
11. GOVERNING LAW; JURISDICTION:
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(a) Governing Law: This Agreement shall be governed by, and construed
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in accordance with, the laws of the State of Connecticut applicable to contracts
entered into and to be fully performed therein.
(b) Jurisdiction: The parties hereto agree to submit solely to the
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jurisdiction of the United States District Court located in Bridgeport,
Connecticut and the Judicial District Court of Stamford located in Stamford,
Connecticut. The parties agree that service of process by mail shall be
effective service of same and such service shall have the same effect as
personal service with the State of Connecticut and result in personal
jurisdiction over the parties in the forum in the State of Connecticut. The
provisions contained in this Paragraph shall survive the termination and/or
expiration of this Agreement.
12. NOTICES: Any notices are to be sent by certified mail, return receipt
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requested or federal express and addressed as follows:
TO WWFE: World Wrestling Federation Entertainment, Inc.
Attn: Linda E. McMahon
Chief Executive Officer
1241 East Main Street
Stamford, CT 06902
WITH A COPY TO: World Wrestling Federation Entertainment, Inc.
Attn: Edward L. Kaufman
Senior Vice President and General Counsel
1241 East Main Street
Stamford, CT 06902
TO EMPLOYEE: Stuart C. Snyder
251 West 92nd Street, Apt. 11A
New York, New York
WITH A COPY TO: Robert V. Gaulin, Esq.
Robert V. Gaulin & Associates
200 West 57th Street
New York, NY 10019
13. SEVERABILITY: In the event that any provision or portion of this
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Agreement shall be declared invalid or unenforceable for any reason by a court
of competent jurisdiction, such
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provision or portion shall be considered separate and apart from the remainder
of this Agreement, which shall remain in full force and effect.
14. NAME AND LIKENESS: WWFE and its licensees and/or assignees shall have
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the exclusive and perpetual right, but not the obligation, to use and license
the use of Employee's name, approved photograph, likeness and biographical data
("Name and Likeness") for the purpose of advertising, marketing, promoting,
publicizing and exploiting any matter related to the Duties performed hereunder
with Employee's permission, which shall not be unreasonably withheld.
15. INDEMNITY: a) Employee shall hold WWFE, its parent, subsidiary and
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affiliate companies and the directors, officers, employees, licensees,
successors, assigns and agents of the foregoing, harmless from and against all
claims, liabilities, damages, costs and attorneys' fees arising from any grossly
negligent acts, or intentional acts by Employee outside the scope and course of
his employment.
(b) WWFE shall hold Employee harmless from and against all claims,
liabilities, damages, costs and attorneys' fees arising solely from the
performance of Employee's Duties within the course and scope of Employee's
employment hereunder.
16. REMEDIES: The waiver by either party of any breach hereof shall not be
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deemed a waiver of any prior or subsequent breach hereof. All remedies of either
party shall be cumulative and the pursuit of one remedy shall not be deemed a
waiver of any other remedy.
17. INTEGRATION: This Agreement contains the complete understanding
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existing between the parties on the subjects covered and supersedes any previous
written or verbal understandings with respect thereto. This Agreement may not be
amended except by a writing signed by authorized representatives of Employee and
WWFE.
18. COUNTERPARTS. This Agreement may be executed in counterparts, each of
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which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
STUART C. SNYDER World Wrestling Federation Entertainment, Inc.
("Employee") ("WWFE")
By: ____________________________ By: ___________________________
Stuart C. Snyder Linda E. McMahon
Chief Executive Officer
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STATE OF CONNECTICUT )
) ss:
COUNTY OF FAIRFIELD )
On ________________, 2000 , before me personally came Linda E. McMahon,
Chief Executive Officer, World Wrestling Federation Entertainment, Inc., to me
known, and known to me to be the individual described in, and who executed the
foregoing, and duly acknowledged to me that she is a duly authorized corporate
officer of World Wrestling Federation Entertainment, Inc., and that she executed
the same on behalf of said company.
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Notary Public
My commission expires: __________
STATE OF )
)ss:
COUNTY OF )
On _____________, 2000 before me personally came Stuart C. Snyder to me
known, and known to me to be the individual described in, and who executed the
foregoing Agreement, and duly acknowledged to me that he executed the same.
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Notary Public
My commission expires: __________
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