Exhib 10.16B - RSU Agreement


		
			Exhibit 10.16B
		

		
			WORLD WRESTLING ENTERTAINMENT, INC. AGREEMENT FOR RESTRICTED STOCK UNITS
		

		
			THIS AGREEMENT FOR RESTRICTED STOCK UNITS (this “Agreement”) is entered into as of ___________ by and between  World  Wrestling Entertainment, Inc., a Delaware corporation (the “Company”), and <Employee Name> a  management employee of the Company (the “Employee”).
		

		
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			WHEREAS, the Company’s Board of Directors has approved a 2016 Omnibus Incentive Plan (the “Plan”) and the Company will be seeking approval of the Plan by the Company’s stockholders at their 2016 annual meeting (the “Stockholder Approval”);
		

		
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			WHEREAS, the Company intends to  make a grant under the Plan of restricted stock units (each a “Restricted Stock Unit” or “RSU”), which grant shall  be conditional upon receipt of the Stockholder Approval and subject  to vesting based on Employee’s continued employment with the Company  as provided herein; and
		

		
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			WHEREAS, Employee wishes to receive such Restricted Stock Units in accordance with the Plan and this Agreement, in each case subject to Stockholder Approval as provided herein;
		

		
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			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:
		

		
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				 1.
			

			
	
			
			Certain Definitions




		
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			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:
		

		
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				 (a)
			

			
	
			
			“Date of Grant” for any RSU shall mean the date hereof.




		
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				 (b)
			

			
	
			
			“Dividend Units” shall have the meaning ascribed thereto in Section 4.




		
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				 (c)
			

			
	
			
			“Employee Account” shall have the  meaning ascribed thereto in Section 2(b).




		
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				 (d)
			

			
	
			
			“RSU” shall  mean a Restricted Stock Unit under which Employee shall have the right to receive one Share and Dividend Units and other dividends and distributions thereon, accruing as a result of such RSU, upon vesting.




		
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				 (e)
			

			
	
			
			“Shares” shall mean the shares of the Company’s Class A Common Stock, including any such shares issuable upon the vesting of an RSU or Dividend Unit.





		

		

		 


		

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				 2.
			

			
	
			
			Grant of RSUs; Restrictions




		
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				 (a)
			

			
	
			
			Subject to all terms and conditions of the Plan and of this Agreement including the Stockholder Approval (and subject to execution or electronic acceptance of this Agreement by Employee), the Company hereby grants to Employee those RSUs listed in Exhibit A to this Agreement.




		
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				 (b)
			

			
	
			
			Each RSU shall  be recorded in a RSU 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 RSU unless and  until  such  RSU vests  and  resulting Shares are issued to Employee, and




		
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				i.
			

			
	
			
			All terms and conditions stated in the Plan and all those stated in this Agreement shall apply to  each RSU and Dividend Unit;




		
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				ii.
			

			
	
			
			No RSU or Dividend Unit  may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed by Employee; and




		
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				iii.
			

			
	
			
			Each RSU and Dividend Unit  shall remain restricted and subject to  forfeiture unless and until it has vested in Employee in accordance with the Plan and this Agreement.




		
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				 3.
			

			
	
			
			Vesting




		
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				 (a)
			

			
	
			
			Time  Vesting.  The RSUs granted hereunder shall vest based on Employee’s continued employment with the Company in three substantially equal annual installments, with the first such annual installment in July 2017. The actual vest dates for this award are outlined on your account at Fidelity under the vesting schedule section for this award. Associated Dividend Units and other dividends and distributions thereon, shall vest as provided in Section  4(ii).




		
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				 (b)
			

			
	
			
			Dividend Unit Vesting.  Dividend Units and other dividends and distributions shall vest as provided in Section 4(ii).




		
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				 (c)
			

			
	
			
			Other Vesting




		
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				i.
			

			
	
			
			Optional Vesting. The Committee may also determine that any RSUs and/or Dividend Units shall become vested early based on such factors as the Committee may determine in its sole discretion (including, without limitation and by way of example only, 
		

		 


		

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			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 RSUs and/or Dividend Units as may be specified by the Committee in such determination shall  become vested at the time specified by the Committee.




		
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				ii.
			

			
	
			
			Change in Control. If a Change in Control occurs and within twenty-four (24) months thereafter (x) the Employee’s employment is terminated by the Company without cause (as determined by the Committee in its sole discretion); or (y) the Employee terminates his or her employment as a result of (i) a decrease in base salary; (ii) a material adverse 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; provided, in the case of clause (y), the Employee notifies the Company within ninety (90) days of such event and provides the Company thirty (30) days in which to cure.  In each case (x) and (y), then all RSUs and Dividend Units shall immediately vest.




		
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				 (d)
			

			
	
			
			Effects of Vesting. With respect to each RSU and Dividend Unit that vests, the Company shall, within a reasonable time after the vesting (and in no event later than the latest date permitted by Section 409A of the Code), 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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				 4.
			

			
	
			
			Dividend Units; Vesting




		
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			With respect to each RSU, 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 such Shares) accrue into the Employee Account the number of Shares (“Dividend Units”) as could be purchased with the aggregate dividends that would have been paid with respect to such RSU if it were an outstanding Share (together with any other cash accrued in the Employee Account at 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 RSUs 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 RSUs with respect to which such Dividend Units were received. Any dividends or distributions on Shares paid other than in cash shall accrue in the Employee 
		

		 


		

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		Account and shall vest at the same time as the RSUs 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




		
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			Except as provided for vesting on termination of employment following a Change of Control as contemplated in Section 3(b)(ii) or vesting as part of a severance arrangement as contemplated in Section 3(b)(i), upon termination of Employee’s employment (regardless of whether caused by resignation, termination by the Company, death, disability or otherwise), each RSU, 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 in such unvested RSUs, Dividend Units and accrued dividends and distributions and Employee shall immediately return to the Secretary of the Company any and all documents representing such forfeited items. Upon such termination of employment, any vested RSUs, Dividend Units and dividends and distributions thereon that have not already been paid or issued shall immediately be paid or issued, as the case may be, to the Employee (and in no event later than the latest date permitted by Section 409A of the Code).
		

		
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				 6.
			

			
	
			
			No Continuation of Employment




		
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			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.
		

		
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				 7.
			

			
	
			
			Terms Subject to Plan




		
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			Notwithstanding anything in this Agreement to the contrary, each and every term, condition and provision of this Agreement shall be, and shall be construed to be, 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.
		

		
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				 8.
			

			
	
			
			Entire Agreement: Amendments




		
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			This Agreement and the Plan contain 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 (or electronic acknowledgement made) 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).  No amendment to the Plan after the date hereof shall affect the terms and conditions hereof in a manner that is adverse to the 
		

		 


		

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		Employee.
		

		
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				 9.
			

			
	
			
			Governing Law




		
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			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.
		

		
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				 10.
			

			
	
			
			Taxes




		
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			Employee shall be liable for any and all taxes applicable to one’s tax situation. Taxes may include but not be limited to withholding taxes and any related social security contributions, arising out of this grant or the vesting of RSUs 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.
		

		
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				 11.
			

			
	
			
			Stockholder Approval




		
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			The grant of RSUs hereunder is subject to the condition of receiving the Stockholder Approval, and in the event that Stockholder Approval is denied, the RSUs shall terminate ab initio and be of no further force and effect. Pending Stockholder Approval, no RSUs or Dividend Units shall vest and no Shares shall be issued or issuable.
		

		
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				 12.
			

			
	
			
			International Employee Acknowledgements and Consents.




		
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			By signing or electronically acknowledging this Agreement, the Employee agrees to the attached Appendix A if located outside the United States.
		

		
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			IN WITNESS WHEREOF, Employee has executed or electronically acknowledged 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.
		

		
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			     EMPLOYEEWORLD WRESTLING ENTERTAINMENT, INC.
		

		
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						By:

					
					
						/s/ Blake T. Bilstad

				
	
					
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						Blake T. Bilstad

				



		
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		Exhibit A
		

		
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			Number of RSUs granted ____
		

		 


		

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