Exhibit 10.6


WORLD WRESTLING ENTERTAINMENT,
INC.
AMENDED AND RESTATED BOOKING CONTRACT 

     This World
Wrestling Entertainment, Inc. Booking Contract (“Agreement”), originally made
effective as of March 30, 2006 and amended and restated as of January 1, 2012,
by and between WORLD WRESTLING ENTERTAINMENT, INC., a Delaware corporation, with
its principal place of business at 1241 East Main Street, Stamford, Connecticut
06902 (hereinafter referred to as "PROMOTER"), and PAUL LEVESQUE (hereinafter
referred to as "WRESTLER").

PREMISES 

    
WHEREAS, PROMOTER is duly licensed, as required, to conduct professional
wrestling exhibitions and is actually engaged in the business throughout the
world of organizing, publicizing, arranging, staging, conducting professional
wrestling exhibitions and/or Events, as defined below, and representing
professional wrestlers in the promotion and exploitation of a professional
wrestler's name, likeness and personality; and 

    
WHEREAS, PROMOTER has established a worldwide network of television
stations which regularly broadcast PROMOTER's wrestling programs for purposes of
publicizing PROMOTER's professional wrestling exhibitions and/or Events, as
defined below, and PROMOTER has established a network of cable, satellite and
internet organizations which regularly broadcast, transmit, stream and exhibit
PROMOTER's professional wrestling Events on a pay-per-view and subscription
basis; and in addition thereto, PROMOTER has developed and produced certain
other television programs, which are also used to publicize, display and promote
PROMOTER's professional wrestling exhibitions; and

    
WHEREAS, PROMOTER's business operations afford WRESTLER opportunities to
wrestle and obtain public exposure which will increase the value of his
wrestling services and his standing in the professional wrestling community and
entertainment industry; and 

    
WHEREAS, WRESTLER is duly licensed, as required, to engage in
professional wrestling exhibitions and/or Events, as defined below, and is
actually engaged in the business of performing as a professional wrestler; and


    
WHEREAS, WRESTLER is a performing artist and the professional wrestling
exhibitions arranged by PROMOTER constitute demonstrations of wrestling skills
and abilities designed to provide athletic-styled entertainment to the public,
and such professional wrestling exhibitions and Events constitute entertainment
and are not competitive sports; and 

    
WHEREAS, WRESTLER desires PROMOTER to arrange professional wrestling
exhibitions and/or Events, as defined below, for WRESTLER and to assist WRESTLER
in obtaining public exposure through live exhibitions, television programs,
public appearances, and merchandising activities, or otherwise; 

    
NOW THEREFORE, in consideration of the mutual promises and agreements as
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties intending to be
legally bound, do hereby agree as follows:

1








1. BOOKING 

1.1 WRESTLER hereby grants exclusively
to PROMOTER, and PROMOTER hereby accepts, the following worldwide rights:


     (a) During the
Term of this Agreement, the exclusive right to engage WRESTLER’s performance in
wrestling matches at any professional wrestling exhibitions whatsoever, as well
as at appearances at any other events, engagements or entertainment programs in
which WRESTLER performs services as a professional wrestler or which are related
to sports entertainment (collectively, the “Events”), whether such Events are
staged before a live audience, in a television broadcast studio, on location or
by promotions to whom WRESTLER’s services are assigned by PROMOTER for
developmental, training or other purposes, or otherwise. Pursuant to Section
13.5 herein and during the Term of this Agreement, WRESTLER acknowledges and
agrees that PROMOTER, in its sole discretion, shall have the right to assign
WRESTLER’s obligations under this Agreement for any period of time as PROMOTER
sees fit to other promoters in order to enhance or improve WRESTLER’s overall
wrestling abilities, in-ring skills, conditioning, or other attributes deemed
necessary by PROMOTER. 

    
(b) During the Term and thereafter as provided for in this Agreement, the
right to sell or otherwise distribute tickets of admission to the general public
for viewing of any or all of the Events that include the performance or
appearance of WRESTLER, as well as the right to exhibit, broadcast and transmit
the Footage, as defined in Section 2.1, via closed circuit transmission,
pay-per-view transmission, subscription transmission (e.g., subscription video
on demand), video on demand transmission, video exhibition, or any other medium
now known or hereinafter discovered. 

    
(c) During the Term of this Agreement and thereafter as provided for in
this Agreement, the right to solicit, negotiate, and enter into agreements for
and on behalf of WRESTLER for the exploitation of WRESTLER Intellectual
Property, as defined herein below, through any means whatsoever including
internet websites, merchandising, commercial tie-ups, publishing, personal
appearances, performances in non-wrestling events, and endorsements.

1.2 In consideration of WRESTLER's
granting of rights, license and other services, as set forth herein, and
provided WRESTLER shall faithfully and fully perform all obligations hereunder,
PROMOTER shall endeavor to book WRESTLER as an individual or as a member of a
group, which determination shall be made in PROMOTER’s sole discretion, in
wrestling matches at various Events. 

2. WORKS 

2.1 WRESTLER hereby grants to PROMOTER
the exclusive right during the Term to video tape, film, photograph, or
otherwise record, or to authorize others to do so, by any media now known or
hereinafter discovered, WRESTLER's appearance, performance, commentary, and any
other work product for or related to the Events or for or related to any and all
of the services performed by WRESTLER pursuant to the terms herein. (These
recordings by tape, film, photograph, disc, or otherwise are collectively
referred to herein as the "Footage"). 

2.2 Notwithstanding the termination of
this Agreement for any reason, and notwithstanding any other provision of this
Agreement, PROMOTER shall have the right to produce, reproduce, reissue,
manipulate, reconfigure, license, manufacture, record, perform, exhibit,
broadcast, or otherwise disseminate the Footage in perpetuity by any form of
media, now or hereafter devised (including without limitation, free,
cable, pay cable, closed circuit and pay-per-view
television, the internet, video on demand, and subscription video on demand).


2 







2.3 WRESTLER's appearance, performance
and work product in connection in any way with the Events, Footage, WRESTLER’s
services and the rights granted herein shall be deemed work for hire; and
notwithstanding the termination of this Agreement, PROMOTER shall own, in
perpetuity, all Footage and all of the rights, results, products and proceeds in
and to, or derived from the Events, Footage, WRESTLER’s services and the rights
granted herein (including without limitation, all incidents, dialogue,
characters, actions, routines, ideas, gags, costumes or parts of costumes,
accessories, crowns, inventions, championship, title or other belts (if
applicable), and any other tangible or intangible materials written, composed,
submitted, added, improvised, or created by or for WRESTLER in connection with
the Events, Footage, WRESTLER’s services and the rights granted herein) and
PROMOTER may obtain copyright and/or trademark and/or any other legal protection
therefor, now known or hereinafter discovered, in the name of PROMOTER and/or on
behalf of PROMOTER's designee. 

2.4 If PROMOTER directs WRESTLER,
either singly or in conjunction with PROMOTER, to create, design or develop any
copyrightable work (herein referred to as a "Development"), such Development
shall be deemed work for hire and PROMOTER shall own such Development. All
Footage and Developments referred to in this Agreement are collectively referred
to as "Works". 

2.5 All Works and WRESTLER's
contributions thereto shall belong solely and exclusively to PROMOTER in
perpetuity notwithstanding any termination of this Agreement. To the extent that
such Works are considered: (i) contributions to collective works, (ii) a
compilation, (iii) a supplementary work and/or (iv) as part or component of a
motion picture or other audio-visual work, the parties hereby expressly agree
that the Works shall be considered "works made for hire" under the United States
Copyright Act of 1976, as amended (17 U.S.C. § 101 et seq.). In accordance
therewith, all rights in and to the Works shall belong exclusively to PROMOTER
in perpetuity, notwithstanding any termination of this Agreement. To the extent
that such Works are deemed works other than "works made for hire," WRESTLER
hereby irrevocably assigns in perpetuity to PROMOTER all right, title and
interest in and to all rights in such Works and all renewals and extensions of
the copyrights or other rights that may be secured under the laws now or
hereafter in force and effect in the United States of America or any other
country or countries. 

3. INTELLECTUAL
PROPERTY 

3.1 All service marks, trademarks and
other distinctive and identifying indicia used by WRESTLER prior to the
Effective Date in connection with the business of professional wrestling,
including but not limited to WRESTLER’s legal name, nickname, ring name,
likeness, personality, character, caricatures, signature, costumes, props,
gimmicks, gestures, routines and themes, which are owned by WRESTLER or in which
WRESTLER has any rights anywhere in the world (collectively, the "WRESTLER
Intellectual Property") are described and identified on Exhibit A attached
hereto and incorporated herein by reference. WRESTLER hereby assigns to PROMOTER
the right during the Term and thereafter as provided for in this Agreement
including any Sell Off Period set forth in Section 4.3 and PROMOTER hereby
accepts all worldwide right, title and interest in and to WRESTLER’s
Intellectual Property, including, but not limited to, the rights to license,
reproduce, manipulate, promote, expose, exploit and otherwise use the WRESTLER
Intellectual Property. WRESTLER further acknowledges and agrees that PROMOTER
shall own in perpetuity all Footage, as defined in Section 2.1 of the Agreement,
and that PROMOTER shall have perpetual rights in the Footage, as set forth in
Section 2.2 of this Agreement. 

3 







3.2 Except for the WRESTLER
Intellectual Property specifically set forth on Exhibit A, any intellectual
property rights, including but not limited to trademarks, service marks,
copyrighted works, and/or distinctive and identifying indicia, including ring
name, nickname, likeness, personality, character, caricatures, signature, props,
gestures, routines, themes, incidents, dialogue, actions, gags, costumes or
parts of costumes, accessories, crowns, inventions, championship, title or other
belts (if applicable), and any other items of tangible or intangible property
written, composed, submitted, added, improvised, created and/or used by or
associated with WRESTLER's performance in the business of professional wrestling
or sports entertainment which were procured, owned or created by PROMOTER during
the Term or those which were procured, owned or created by PROMOTER prior to the
Term and which are described and identified on Exhibit B attached hereto and
incorporated herein by reference (collectively the "PROMOTER Intellectual
Property") shall belong to PROMOTER, in perpetuity, with PROMOTER retaining all
such ownership rights exclusively throughout the world notwithstanding any
termination of this Agreement. 

3.3 PROMOTER may from time to time
during the Term create or develop trademarks, service marks, and/or distinctive
and identifying indicia, including ring name, nickname, likeness, personality,
character, caricatures, signature, props, gestures, routines, themes, incidents,
dialogue, actions, gags, costumes or parts of costumes, accessories, crowns,
inventions, championship, title or other belts (if applicable), and any other
items of tangible or intangible property written, composed, submitted, added,
improvised, created and/or used by or associated with WRESTLER's performance in
the business of professional wrestling or sports entertainment which WRESTLER
acknowledges shall belong to PROMOTER, in perpetuity, with PROMOTER retaining
all such ownership rights exclusively throughout the world notwithstanding any
termination of this Agreement. In addition, WRESTLER agrees to assign and
relinquish to PROMOTER any and all claims of ownership and/or good will that may
be acquired by WRESTLER now or in the future to and from such character name and
image. With respect to all of the foregoing, WRESTLER agrees to immediately
execute an amendment to this Agreement to add to Exhibit B any additional
intellectual property rights created pursuant to this Section 3.3 as PROMOTER
Intellectual Property.

3.4 WRESTLER Intellectual Property and
PROMOTER Intellectual Property are hereinafter collectively referred to as
"Intellectual Property." 

3.5 WRESTLER agrees to cooperate fully
and in good faith with PROMOTER for the purpose of securing and preserving
PROMOTER's rights in and to the Intellectual Property. In connection herewith,
WRESTLER acknowledges and hereby grants to PROMOTER the exclusive worldwide
right during the Term of this Agreement (with respect to WRESTLER Intellectual
Property) and in perpetuity (with respect to PROMOTER Intellectual Property) to
apply for and obtain trademarks, service marks, copyrights and other
registrations throughout the world in PROMOTER's name and/or on behalf of
PROMOTER’s designee and to enforce any and all of PROMOTER’s rights therein. At
PROMOTER's expense and request, PROMOTER and WRESTLER shall take such steps, as
PROMOTER deems necessary, for any registration or any litigation or other
proceeding, to protect and enforce any and all of PROMOTER's rights in the
WRESTLER Intellectual Property and/or PROMOTER Intellectual Property and/or
Works. Further, WRESTLER authorizes PROMOTER to execute any documents on his
behalf that are required by the U.S. Patent and Trademark Office in order to
protect the aforementioned Intellectual Property. 

4 







4. MERCHANDISING 

4.1 WRESTLER hereby agrees that
PROMOTER shall have the exclusive right: (i) during the Term of this Agreement
and thereafter, as provided in this Agreement, to use and exploit WRESTLER
Intellectual Property and (ii) in perpetuity, to use the PROMOTER Intellectual
Property, in connection with the manufacture, production, reproduction,
reissuance, manipulation, reconfiguration, distribution, sale, and other
commercial exploitation in any manner, now known or hereinafter discovered, of
any and all copyrighted work incorporating the WRESTLER Intellectual Property.
PROMOTER shall own in perpetuity all copyrights in such copyrighted work and
PROMOTER shall be entitled to obtain copyright registrations in PROMOTER’s name
or on behalf of its designee. WRESTLER shall provide all reasonable assistance
to PROMOTER in so obtaining such copyright registrations, and WRESTLER
authorizes PROMOTER to execute any documents on WRESTLER’s behalf as
attorney-in-fact that are required by the United States Copyright Office.


4.2 In addition to the perpetual rights
to use and exploit WRESTLER Intellectual Property as set forth in Section 4.1 of
this Agreement, WRESTLER agrees that during the Term and any applicable Sell Off
Period as provided for in this Agreement, PROMOTER shall have the exclusive
right to use, exploit, and license the WRESTLER Intellectual Property in
connection with the manufacture, production, reproduction, reissuance,
distribution, sale, and other commercial exploitation in any manner, now known
or hereinafter discovered, of goods and merchandise incorporating the WRESTLER
Intellectual Property. 

4.3 Sell Off Period. Upon the expiration
or termination of this Agreement, PROMOTER shall have the right to sell any
licensed products in inventory, on hand or manufactured containing WRESTLER
Intellectual Property for a period of ninety (90) days immediately following
such expiration or termination (“Sell Off Period”) provided, however, that there
shall be no restriction on PROMOTER’s rights to use or exploit WRESTLER
Intellectual Property in connection with the perpetual rights granted herein by
WRESTLER. 

4.4 Book Rights. WRESTLER agrees and
grants PROMOTER during the Term the unconditional and exclusive right throughout
the world to use, simulate and portray WRESTLER’s name, likeness, voice,
personality, personal identification and personal experiences, characters if
owned by him or PROMOTER, incidents, situations and events which heretofore
occurred or hereafter occur (in whole or in part) as it relates in any manner to
WRESTLER’s life and WRESTLER’s wrestling career, in connection with the
licensing, sublicensing, manufacture, distribution, publication, and
exploitation of WRESTLER’s autobiography or authorized biography (collectively
“Book Rights”).

4.5 Publishing Rights.

     (a) WRESTLER
agrees and grants PROMOTER during the Term the unconditional and exclusive right
throughout the world to use, simulate and portray WRESTLER’s name, likeness,
voice, personality, personal identification and personal experiences, characters
if owned by him or PROMOTER, incidents, situations and events which heretofore
occurred or hereafter occur (in whole or in part) as it relates in any manner to
WRESTLER’s life and WRESTLER’s wrestling career, in connection with the creation
and sale of certain movies, or other forms of media now known or hereinafter
discovered, as PROMOTER shall determine in its sole discretion (collectively
“Publishing Rights”). For the avoidance of doubt, PROMOTER shall have the right
to produce and develop the Book and any Publishing Rights associated therewith
during the Term of the Agreement. If PROMOTER however, has begun to materially
develop the concept and/or format for the Book, which shall include but not be
limited to retaining a writer for the Book, in any manner during the Term in
cooperation with WRESTLER which may be evidenced by working
with a writer on his Book or by his prior written consent to such use, then
PROMOTER shall have the right to complete, publish and/or sell the Book or such
other end results of the Publishing Rights despite the expiration of the Term.
Notwithstanding anything to the contrary herein, PROMOTER shall have the right
in perpetuity to sell and/or distribute the Book or the end results of any
Publishing Rights developed in any manner during the Term of this Agreement in
cooperation with WRESTLER regardless of whether this Agreement expires or
terminates for any reason whatsoever. 

5 







     (b) WRESTLER
reserves no rights to himself with respect to the Publishing Rights set forth in
Section 4.5(a). Notwithstanding the foregoing, PROMOTER shall use commercially
reasonable efforts to attempt to provide WRESTLER with the right to approve the
edited versions of the end results of any Publishing Rights associated therewith
which publisher provides to PROMOTER provided WRESTLER approves such versions in
accordance with the publisher’s publishing schedule. WRESTLER represents and
warrants that WRESTLER has not prior hereto and shall not for a period of at
least eighteen (18) months after termination of this Agreement for any reason
whatsoever, authorize or grant any party other than PROMOTER the right to print,
publish and/or sell any book similar to that contemplated by the Publishing
Rights herein. 

    
(c) WRESTLER further acknowledges and agrees that PROMOTER, in its sole
discretion, may sublicense any or all of the rights set forth in this Section
4.5 to a third party such as a publishing company known as Simon & Schuster,
as PROMOTER may determine in its sole discretion. 

    
(d) WRESTLER further acknowledges and agrees that he shall cooperate and
use his best efforts to work with and assist the writer or writers appointed and
paid for by PROMOTER (however such amounts shall be recoupable by PROMOTER
against any royalties due WRESTLER), to develop, draft and write those things
contemplated by the Publishing Rights, which efforts shall include but not be
limited to providing ideas and text and/or performing such reasonable activities
necessary to print, publish and sell, to participate in, at PROMOTER’s expense,
an author promotion tour of eight (8) days which may or may not be consecutive
days during the one (1) month period immediately following first publication.
The publisher and the PROMOTER shall coordinate author promotions with the
touring obligations of WRESTLER so as not to cause a conflict. In all instances,
the PROMOTER retains the first priority over each such tour with respect to the
use and scheduling of the services of the WRESTLER. 

    
(e) WRESTLER hereby releases and discharges PROMOTER, the producer or
developer of any Publishing Rights as set forth herein, its and their respective
employees, agents, licensees, successors, and assigns from any and all claims,
demands, or causes of actions brought against the foregoing parties for libel,
defamation, invasion of privacy, right of publicity, infringement of copyright
or violation of any other rights arising out of or relating to the WRESTLER’s
life story and/or the Publishing Rights, as defined herein; provided, however
that the foregoing release shall be null and void if such claims, demands, or
causes of action arise from text, content or end results authored or created
without input or approval from WRESTLER. 

    
(f) Notwithstanding anything herein to the contrary, PROMOTER shall
indemnify, defend, hold harmless WRESTLER, his representatives, agents, heirs
and assigns, from and against all claims, damages, liabilities, losses and costs
including reasonable attorneys’ fees in connection with or relating to: (a)
breach by PROMOTER of any of its representations or covenants herein; or (b) any
claim that the WRESTLER’s life story and/or the Publishing Rights, or any
portion thereof, authored or created without input or approval from WRESTLER,
and/or any other idea, text, content or end results of every kind of the
services hereafter rendered by the writer or writers appointed by PROMOTER
without input or approval from WRESTLER, violates a third party’s intellectual,
proprietary or privacy rights including without limitation, libel, defamation, invasion of privacy, right of publicity,
patent, copyright, trademark or trade secret. 

6 







4.6. Auction Sale Rights. WRESTLER agrees
and grants PROMOTER during the Term the unconditional and exclusive right
throughout the world to sell via the Internet, television or through any other
distribution method now known or hereafter created, by an auction method, any
item containing WRESTLER Intellectual Property which shall include but not be
limited to items containing WRESTLER’s signature (“Auction Sale”). 

5. EXCLUSIVITY 

5.1 Except as otherwise set forth in
this Agreement, it is the understanding of the parties that all rights,
licenses, privileges and all other items herein given or granted or assigned by
WRESTLER to PROMOTER are exclusive to PROMOTER even to the exclusion of WRESTLER
during the Term.

5.2 In the event WRESTLER desires upon
reasonable notice to PROMOTER during the Term of this Agreement either
individually or through his authorized representative(s) to participate in
movies, films, commercials, product endorsements, videos, television programs or
similar activities, whether or not procured by PROMOTER (collectively “Permitted
Activities”) and promotional events for the Permitted Activities, WRESTLER may
do so subject to PROMOTER’s approval, which shall not be unreasonably withheld
or delayed provided a written sublicense is executed between PROMOTER, WRESTLER
and any relevant third parties and further provided WRESTLER shall not utilize
the Intellectual Property in any manner in connection with such Permitted
Activities without PROMOTER’s written consent, which shall not be unreasonably
withheld or delayed, and that PROMOTER retains first priority, to the exclusion
of any such Permitted Activities, with respect to the use and scheduling of
WRESTLER’s services at all times during the Term of this Agreement, as defined
herein. It is further agreed that PROMOTER shall receive from WRESTLER a
management fee to reimburse PROMOTER for its reasonable administrative costs
incurred in connection with WRESTLER's participation in each such Permitted
Activity, provided that PROMOTER's costs shall not be less than ten percent
(10%) of any fees received by WRESTLER for each such Permitted Activity
described herein. Additionally, all monies earned by WRESTLER from such
Permitted Activities in a specific Contract Year shall be credited against the
Minimum Annual Compensation for that Contract Year as set forth in paragraph 7.1
below. 

6. TERM AND TERRITORY 

6.1 The term of this Agreement was
originally for five (5) years and it has been renewed until March 30, 2016
(“Term”). Each consecutive twelve (12) month period during the Term commencing
with the Effective Date shall be referred to as a “Contract
Year”. 

6.2 Notwithstanding anything herein to
the contrary, termination of this Agreement for any or no reason shall not
affect PROMOTER's ownership of and rights in, including but not limited to, any
Works, PROMOTER Intellectual Property and any registrations thereof, or the
rights, results, products, and proceeds in and to and derived from WRESTLER
during the Term of this Agreement; and the exploitation of rights set forth in
Sections l, 2, 3 and 4 hereof in any and all media now known or hereinafter
discovered.

6.3 The territory of this Agreement
shall be the world (“Territory”). 

7 







7. PAYMENTS/ROYALTIES 

7.1 (a) Unless terminated pursuant to
the terms herein, PROMOTER shall pay WRESTLER each Contract Year the total sum
of One Million US Dollars ($1,000,000.00) (referred to hereinafter as “Minimum
Annual Compensation”). PROMOTER agrees, commencing with the Effective Date, to
pay WRESTLER the Minimum Annual Compensation in fifty-two (52) weekly
installments consistent with PROMOTER’s regular payment procedures. 

     (b) PROMOTER
shall be entitled to deduct from the Minimum Annual Compensation any fines
levied against WRESTLER, as provided for in Sections 8.3 or 9.13(a); any costs
or expenses paid by PROMOTER on behalf of WRESTLER, as provided for in Sections
8.1 and 9.13(b). PROMOTER shall also have the right to credit against the
Minimum Annual Compensation: (i) any royalties earned by WRESTLER; (ii) any
payments made to WRESTLER by PROMOTER in accordance with Section 7.2; and/or
(iii) any other payments due or earned by WRESTLER for the rights granted herein
or pursuant to the terms of this Agreement. For the purposes of this Agreement,
any royalty payments due shall be deemed “earned” only at the time they are paid
to WRESTLER. 

    
(c) Unless terminated for breach pursuant to Sections 12.1(a) through (f)
and 12.2, if applicable, at least one hundred twenty (120) days after each
Contract Year, if it is determined that WRESTLER has earned more than the
Minimum Annual Compensation for services rendered during that Contract Year,
WRESTLER shall be paid subject to any permitted deductions or credits in
accordance with Section 7.1(b), in a one lump sum the difference between the
Minimum Annual Compensation and what WRESTLER actually earned for services
rendered during that Contract Year. 

7.2 (a) If WRESTLER appears and
performs in any Non-Televised Live Event, defined as an Event produced by
PROMOTER in an arena before a live audience at which admission is charged other
than those arena events which are taped or broadcast as set forth in Sections
7.2 (b) and 7.2 (c) below, WRESTLER shall be paid by PROMOTER an amount equal,
in PROMOTER’s sole discretion, to such percentage of the paid receipts for such
Non-Televised Live Event only as is consistent with the nature of the match in
which WRESTLER appears, i.e., preliminary, mid-card, main event, etc. and any
standards PROMOTER establishes specifically for such Non-Televised Live
Event. 

    
(b) If WRESTLER appears and performs in connection with an arena or
studio Event produced by PROMOTER which is taped or broadcast for use on
PROMOTER's television network (“TV Taping”), WRESTLER shall be paid by PROMOTER,
in its sole discretion, an amount only as is consistent with the nature of the
match in which WRESTLER appears, i.e., preliminary, mid-card, main event, etc.
and any standards PROMOTER establishes specifically for such TV Taping.


    
(c) If WRESTLER appears and performs in connection with an arena or
studio Event produced by PROMOTER which is aired or broadcast via satellite
broadcast or pay-per-view distribution technology for use by PROMOTER
(“Pay-Per-View”), WRESTLER shall be paid by PROMOTER an amount in accordance
with the nature of the match in which WRESTLER performs, i.e., preliminary card,
mid card, main event, etc., or any other standard PROMOTER, in its sole
discretion, establishes specifically for that Pay-Per-View. 

8 







7.3 Royalties 

     In the event
that the Intellectual Property is used alone or in conjunction with the
intellectual property of Other PROMOTER Talent via a Product Sale, WRESTLER
shall be paid a portion of the Products' Net Receipts (or a portion of a pool
thereof established for the WRESTLER and all Other Promoter Talent) received by
PROMOTER with respect to the Product Sale which portion shall be established
from time to time by PROMOTER and be generally consistent with other of its top
talent. “Products’ Net Receipts” means the gross amount received by PROMOTER or
its affiliates (directly or from a licensee) in a Product Sale less actual
expenses incurred by PROMOTER or its licensing agent in connection with such
Product Sale and, in certain circumstances, an administrative fee (such as, for
example, costs of goods sold, licensing agent percentages and allocable portions
of marketing commitments paid by PROMOTER). 

    
“Product Sale” shall mean the sale of any PROMOTER authorized product,
merchandise, consumer material or good, which is made by or on behalf of
PROMOTER. 

    
“Other PROMOTER Talent” shall mean a professional wrestler who has an
agreement with PROMOTER and to whom PROMOTER is obligated to pay royalties.


7.4 In the event the WRESTLER and/or
PROMOTER Intellectual Property are used by PROMOTER or licensed, sublicensed or
assigned for non-wrestling personal appearance and performances such as personal
appearances for advertising or non-wrestling promotional purposes, radio and
television commercials, movies, etc., WRESTLER may earn an amount to be mutually
agreed to by WRESTLER and by PROMOTER of the “Personal Appearance Net Receipts”
received by PROMOTER, which amount may then also be credited against WRESTLER’s
Minimum Annual Compensation, if any. “Personal Appearance Net Receipts” means
the amount received by PROMOTER after payment of and provision for all of
PROMOTER’s costs and expenses, except income taxes. 

7.5 If PROMOTER instructs WRESTLER to
appear and perform in any Events or Programs as a commentator and/or to
participate in a post-Event production, non-Event production and/or voice-over
activities as a commentator or otherwise, WRESTLER’s audio services shall be
deemed work-for-hire and WRESTLER hereby assigns to PROMOTER and PROMOTER shall
own all rights, in perpetuity, to all of WRESTLER’s commentary and WRESTLER
shall not be entitled to receive any royalty payments, or any additional
compensation or residual payments whatsoever, as a result of PROMOTER’s
commercial exploitation of such commentary in any form, whether broadcast
programming, cable programming, pay-per-view programming, videotapes,
videodiscs, the internet or other mediums now known or hereafter discovered.


7.6 Subject to paragraph 12.2, as it
relates to WRESTLER’s appearance or performance of any services pursuant to this
Agreement, including the appearance and or performance of WRESTLER’s services at
Events or at other activities conducted by PROMOTER, WRESTLER shall be eligible
only for the payments and royalties specifically set forth in Sections 7.1
through 7.4.

7.7 No Royalties Paid to WRESTLER. Except
as specifically set forth in Section 7.1 through 7.4 above, WRESTLER shall not
be eligible for any payment or royalties with respect to any other goods,
services or otherwise including without limitation to the following: television
license fees; television subscription fees; internet subscription fees;
subscription video on demand fees; magazine subscription fees and/or
advertising; and/or distribution fees of any kind paid to PROMOTER by any entity
in connection with the exploitation of the Intellectual Property. 

9 







7.8 All payments made to WRESTLER are
in full without withholding, except where required by law. After the end of each
calendar year, PROMOTER shall issue to WRESTLER Internal Revenue Service Form
1099 showing all payments to WRESTLER during that calendar year.

7.9 (a) PROMOTER shall prepare and send
statements as to royalties payable hereunder to WRESTLER within ninety (90) days
following the end of each quarter, based upon the royalties received and
processed by PROMOTER in the previous quarter, together with payment of
royalties, if any, earned by WRESTLER hereunder during such quarter-annual
period, less advances and/or debits made by PROMOTER on WRESTLER's
behalf.

     (b) PROMOTER
shall maintain books of account related to the payment of royalties hereunder at
its principal place of business. WRESTLER, or WRESTLER's designated independent
certified public accountant who is a member in good standing of the AICPA, may
at WRESTLER's sole expense examine PROMOTER's books insofar as they pertain to
this Agreement for the purpose of verifying the accuracy thereof, during
PROMOTER's normal business hours and upon reasonable notice. Such audit shall be
conducted in a manner that will not unreasonably interfere with PROMOTER's
normal business operations. WRESTLER shall not audit PROMOTER's books and
records more than twice during any calendar year and no such audit shall be
conducted later than eight (8) months after the most recent statement of
royalties is given, delivered or sent to WRESTLER. Each audit is limited to five
(5) days in duration. Statements of royalties may be changed from time to time
to reflect year-end adjustments, to correct clerical errors and for similar
purposes. 

    
(c) WRESTLER shall be deemed to have consented to all statements of
royalties and all other accountings provided by PROMOTER hereunder and each such
statement of royalties or other accounting shall be conclusive, final, and
binding; shall constitute an account stated; and shall not be subject to any
objection for any reason whatsoever unless an audit has been conducted by
WRESTLER to PROMOTER within sixteen (16) months from the date the royalty
statement was given, delivered or sent to WRESTLER. 

    
(d) No claim shall be filed pursuant to Section 13.8 below against
PROMOTER or PROMOTER's affiliates that disputes any statement of royalties or
accounting given by PROMOTER hereunder or that makes any claim for royalties or
royalty payments, unless the same is commenced or filed within sixteen months
after the date such statement or accounting is first given, delivered or sent to
WRESTLER, and unless WRESTLER has first exhausted his remedies pursuant to
Sections 7.9(b) and (c) above. 

8. PROMOTER'S
OBLIGATIONS 

8.1 Although under Section 9.1 WRESTLER
shall bear responsibility for obtaining appropriate licenses for participating
in wrestling exhibitions, PROMOTER shall be responsible for obtaining all other
appropriate licenses to conduct professional wrestling exhibitions involving
WRESTLER. If PROMOTER, at its discretion, agrees to assist WRESTLER in obtaining
such licenses, which shall include any permits, visas, or otherwise, WRESTLER
shall reimburse PROMOTER for its fees and expenses incurred in connection
therewith. 

10 







8.2 PROMOTER shall bear the following costs in
connection with the development and enhancement of the value of WRESTLER's
performance hereunder and WRESTLER’s standing in the professional wrestling
community, all of which shall benefit WRESTLER:

     (a) In
connection with WRESTLER's appearances and performance at Events staged before a
live audience, PROMOTER shall bear the cost of location rental, PROMOTER's third
party comprehensive liability insurance for the benefit of the venues,
applicable state and local admission taxes, promotional assistance, sound and
light equipment, wrestling ring, officials, police and fire protection, and such
additional security guards as PROMOTER shall require in its discretion during a
professional wrestling match; 

    
(b) In connection with the production, distribution, and exploitation of
the Footage, PROMOTER shall bear all costs incurred in connection with such
production, distribution, broadcast, transmission or other forms of mass media
communication; and 

    
(c) In connection with any product or service licensing activities and/or
merchandising activities, PROMOTER shall bear all costs of negotiating, securing
or otherwise obtaining the product or service licensing arrangements, including
costs of agents, consultants, attorneys and others involved in making the
product or service licensing activities; and PROMOTER shall bear all costs of
creating, designing, developing, producing and marketing merchandise or
services. In order to fulfill these obligations, PROMOTER may make any
arrangements, contractual or otherwise, it deems appropriate to delegate,
assign, or otherwise transfer its obligations. 

8.3 (a) PROMOTER shall schedule the
Events and book WRESTLER for the Events. In doing so, PROMOTER shall select the
time and location of the Events at which WRESTLER is booked, WRESTLER's
opponent, and any other wrestlers who will appear at such Event. PROMOTER shall
provide WRESTLER with reasonable advance notice of the date, time, and place of
any such Event, and WRESTLER shall appear at the designated location for any
such Event no later than one hour before the designated time. If WRESTLER fails
to appear as required without advance twenty-four (24) hours notice to PROMOTER
and PROMOTER must substitute another wrestler to appear in WRESTLER's place at
the Event, then PROMOTER may fine, suspend or terminate WRESTLER in its sole
discretion. 

    
(b) PROMOTER agrees that it will use commercially reasonably efforts to limit
the number of pay-per-views, non-televised live events and shows taped or
broadcast live for television (“Dates”) each year of the Term that WRESTLER will
perform his wrestling services for or on behalf of PROMOTER; provided however,
that WRESTLER shall not be required by PROMOTER to perform his wrestling
services beyond a maximum of one hundred eighty (180) Dates per year (i.e., no
more than fifteen (15) Dates per month) of the Term. The parties must mutually
agree before WRESTLER will perform wrestling services beyond one hundred eighty
(180) Dates in any year of the Term, or beyond fifteen (15) Dates per month.


8.4
Notwithstanding the above, if WRESTLER shall be
prevented from appearing at an Event by reason of Force Majeure, the above fines
shall not be imposed. For purposes of this Agreement, Force Majeure shall mean
any act of God, fire, flood, war or other calamity; strike or labor
difficulties; any governmental action or any other serious emergency affecting
WRESTLER which occurrence is beyond WRESTLER's reasonable control, and, which
despite best efforts prohibits WRESTLER’s performance or appearance at such
Event. 

9. WRESTLER'S
OBLIGATIONS 

9.1 WRESTLER shall bear responsibility
for obtaining all appropriate licenses to engage in, participate in, or
otherwise appear in professional wrestling exhibitions. 

11 







9.2
WRESTLER shall be responsible for WRESTLER’s own
training, conditioning, and maintenance of wrestling skills and abilities, as
long as they do not interfere with WRESTLER's appearance at scheduled events as
follows: 

     (a) WRESTLER
shall establish his own training program, shall select time of training,
duration of training, exercises, pattern of exercise and other actions
appropriate to obtaining and maintaining physical fitness for wrestling.
WRESTLER shall select his own training apparatus, including mats, weights,
machines and other exercise paraphernalia. WRESTLER is responsible for supplying
his own training facilities and equipment, whether by purchase, lease, license,
or otherwise; and 

    
(b) WRESTLER shall establish his own method of physical conditioning,
shall select time for conditioning, duration of conditioning and form of
conditioning. WRESTLER shall select time for sleep, time for eating, and time
for other activities. WRESTLER shall select his own foods, vitamins and other
ingested items, excepting illegal and/or controlled substances and drugs.


9.3 WRESTLER shall be responsible for
providing all costumes, wardrobe, props, and make-up necessary for the
performance of WRESTLER's services at any Event and WRESTLER shall bear all
costs incurred in connection with his transportation to and from any such Events
(except for those transportation costs which are covered by PROMOTER's then
current Travel Policy), as well as the costs of food consumed and hotel lodging
utilized by WRESTLER in connection with his appearance at such Events.
Notwithstanding anything in this Agreement to the contrary, PROMOTER agrees to
pay for all airline travel expenses incurred in connection with WRESTLER’s
performance of his services hereunder for or on behalf of PROMOTER. To that end,
PROMOTER agrees to provide WRESTLER with “First Class” round-trip airfare in
connection with the performance of services hereunder on all flights originating
and ending within the United States and Canada, and round-trip business
international class airfare on all flights in connection with the performance of
services hereunder which originate and/or end anywhere outside the United States
and Canada. 

9.4 WRESTLER shall use best efforts in
employing WRESTLER’s skills and abilities as a professional wrestler and be
responsible for developing and executing the various details, movements, and
maneuvers required of wrestlers in a professional wrestling exhibition.


9.5 WRESTLER shall take such
precautions as are appropriate to avoid any unreasonable risk of injury to
himself and to others in any and all Events. These precautions shall include,
without limitation, pre-match review of all wrestling moves and maneuvers with
wrestling partners and opponents; and pre-match demonstration and/or practice
with wrestling partners and opponents to insure familiarity with anticipated
wrestling moves and maneuvers during a wrestling match. In the event of injury
to WRESTLER, and/or WRESTLER’s partners and opponents during a wrestling match,
WRESTLER shall immediately signal partner, opponent and/or referees that it is
time for the match to end; and WRESTLER shall finish the match forthwith so as
to avoid aggravation of such injury. 

9.6 WRESTLER shall use best efforts in
the ring in the performance of wrestling services for a match or other activity,
in order to provide an honest exhibition of WRESTLER’s wrestling skills and
abilities, consistent with the customs of the professional wrestling industry;
and WRESTLER agrees all matches shall be finished in accordance with the
PROMOTER's direction. Breach of this Section 9.6 may cause a forfeiture of any
payments due WRESTLER pursuant to Section 7 and may entitle PROMOTER to
terminate this Agreement, but such breach shall not terminate PROMOTER's
licenses and other rights under this Agreement. 

12 







9.7 WRESTLER agrees to cooperate and
assist without any additional payment in the publicizing, advertising and
promoting of scheduled Events, including without limitation, appearing at and
participating in a reasonable number of joint and/or separate press conferences,
interviews, and other publicity or exploitation appearances or activities (any
or all of which may be filmed, taped, or otherwise recorded, telecast by any
form of television now known or hereafter discovered, including without
limitation free, cable, pay cable, subscription video on demand, video on demand
and closed circuit and pay-per-view television, broadcast, exhibited,
distributed, and used in any manner or media and by any art, method, or device
now known or hereafter created, including without limitation by means of
videodisc, video cassette, theatrical motion picture and/or non-theatrical
motion picture and Internet), at times and places designated by PROMOTER, in
connection therewith. 

9.8 WRESTLER acknowledges the right of
PROMOTER to make decisions with respect to the preparation and exploitation of
the Footage and/or the exercise of any other rights respecting WRESTLER and/or
PROMOTER Intellectual Property, and in this connection WRESTLER acknowledges and
agrees that PROMOTER's decision with respect to any agreements disposing of the
rights to the WRESTLER and/or PROMOTER Intellectual Property are final, except
as to WRESTLER's legal name, which PROMOTER may only dispose of upon WRESTLER's
written consent. WRESTLER agrees to execute any agreements PROMOTER deems
necessary in connection with any such agreements, and if WRESTLER is unavailable
or refuses to execute such agreements after a reasonable opportunity to review,
PROMOTER is hereby authorized to do so in WRESTLER's name as WRESTLER's
attorney-in-fact. PROMOTER shall provide to WRESTLER copies of all documents so
executed. 

9.9 WRESTLER agrees to cooperate fully
and in good faith with PROMOTER to obtain any and all documentation,
applications or physical examinations as may be required by any governing
authority with respect to WRESTLER's appearance and/or performance in a
professional wrestling match. 

9.10 WRESTLER, on behalf of himself and his heirs,
successors, assigns and personal representatives, shall indemnify and defend
PROMOTER and PROMOTER's licensees, assignees, parent corporation, subsidiaries
and affiliates and its and their respective officers, directors, employees,
advertisers, insurers and representatives and hold each of them harmless against
any claims, demands, liabilities, actions, costs, suits, reasonable outside
attorneys’ fees, proceedings or expenses, incurred by any of them by reason of
WRESTLER's material breach of any warranty, undertaking, representation,
agreement, or certification made or entered into herein or hereunder by
WRESTLER. Furthermore, WRESTLER, on behalf of himself and his heirs, successors,
assigns and personal representatives, shall indemnify and defend PROMOTER and
PROMOTER’s licensees, assignees, parent corporation, subsidiaries and affiliates
and its and their respective officers, directors, employees, advertisers,
insurers and representatives and hold each of the harmless against any and all
claims, demands, liabilities, actions, costs, suits, attorneys’ fees,
proceedings or expenses, incurred by any of them, arising out of WRESTLER'S
acts, transactions and/or conduct (which are not directed by PROMOTER) within or
around the ring, hallways, dressing rooms, parking lots, or other areas within
or in the immediate vicinity of the facilities where PROMOTER has scheduled
Events at which WRESTLER is booked. PROMOTER on behalf of its parent company,
subsidiaries, successors and assigns and its and their officers, directors,
employees, agents and representatives shall indemnify WRESTLER and hold WRESTLER
harmless against any claims, demands, liabilities, actions, costs, suits,
reasonable outside attorneys’ fees, proceedings or expenses, incurred by
WRESTLER by reason of PROMOTER’s material breach of its warranties,
undertakings, representations, agreements or certifications made under this
Agreement. 

13 







9.11 WRESTLER shall be responsible for
payment of all of WRESTLER’s own Federal, state or local income taxes; all
social security, FICA and FUTA taxes, if any, as well as all contributions to
retirement plans and programs, or other supplemental income plan or program that
would provide WRESTLER with personal or monetary benefits upon retirement from
professional wrestling. 

9.12 (a) WRESTLER SHALL BE RESPONSIBLE FOR HIS OWN COMMERCIAL GENERAL LIABILITY
INSURANCE, WORKER'S COMPENSATION INSURANCE, PROFESSIONAL LIABILITY INSURANCE, AS
WELL AS ANY EXCESS LIABILITY INSURANCE, AS HE DEEMS APPROPRIATE TO INSURE,
INDEMNIFY AND DEFEND WRESTLER WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF
HIS OWN ACTS, TRANSACTIONS, OR CONDUCT AS A PROFESSIONAL
WRESTLER.

    
(b) WRESTLER
ACKNOWLEDGES THAT THE PARTICIPATION AND ACTIVITIES REQUIRED BY WRESTLER IN
CONNECTION WITH HIS PERFORMANCE IN A PROFESSIONAL WRESTLING EXHIBITION MAY BE
DANGEROUS AND MAY INVOLVE THE RISK OF SERIOUS BODILY INJURY, INCLUDING
DEATH. WRESTLER KNOWINGLY AND FREELY ASSUMES FULL RESPONSIBILITY FOR ALL SUCH
INHERENT RISKS AS WELL AS THOSE DUE TO THE NEGLIGENCE OF PROMOTER OR OTHER
WRESTLERS. 

     (c) WRESTLER HEREBY RELEASES, WAIVES AND DISCHARGES PROMOTER FROM
ALL LIABILITY TO WRESTLER AND COVENANTS NOT TO SUE PROMOTER FOR ANY AND ALL LOSS
OR DAMAGE ON ACCOUNT OF INJURY TO THEIR PERSON OR PROPERTY OR RESULTING IN
SERIOUS OR PERMANENT INJURY TO WRESTLER OR IN WRESTLER’S DEATH, WHETHER CAUSED
BY NEGLIGENCE OF PROMOTER OR OTHER WRESTLERS UNDER CONTRACT TO PROMOTER.


     (d) NOTWITHSTANDING PROMOTER’S CURRENT POLICY OF PAYING MEDICAL
EXPENSES FOR INJURIES WRESTLER MAY INCUR WHILE PERFORMING UNDER THIS AGREEMENT,
WRESTLER SHALL MAINTAIN, AT HIS COST AND EXPENSE, HEALTH INSURANCE COVERAGE.
THIS HEALTH INSURANCE MUST REMAIN IN EFFECT FOR THE TERM OF THE AGREEMENT, AND
WRESTLER SHALL PROVIDE PROMOTER PROOF OF THIS INSURANCE ANNUALLY. WRESTLER MAY
AT HIS ELECTION OBTAIN HEALTH, LIFE AND/OR DISABILITY INSURANCE TO PROVIDE
BENEFITS IN THE EVENT OF PHYSICAL INJURY ARISING OUT OF OTHER PROFESSIONAL
ACTIVITIES; AND WRESTLER ACKNOWLEDGES THAT PROMOTER SHALL NOT HAVE ANY
RESPONSIBILITY FOR SUCH INSURANCE OR PAYMENT IN THE EVENT OF PHYSICAL INJURY
ARISING OUT OF HIS PROFESSIONAL ACTIVITIES. 

     (e) IN THE EVENT OF PHYSICAL INJURY ARISING OUT OF WRESTLER’S
PROFESSIONAL ACTIVITIES, WRESTLER ACKNOWLEDGES THAT AS AN INDEPENDENT CONTRACTOR
HE IS NOT ENTITLED TO ANY WORKERS’ COMPENSATION COVERAGE OR SIMILAR BENEFITS FOR
INJURY, DISABILITY, DEATH OR LOSS OF WAGES; AND WRESTLER SHALL MAKE NO CLAIM
AGAINST PROMOTER FOR SUCH COVERAGE OR BENEFIT. 

14 







9.13 (a) WRESTLER shall act at all
times with due regard to public morals and conventions during the Term of this
Agreement. Except as to such actions specifically directed by PROMOTER, if
WRESTLER shall have committed or shall commit any act or do anything that is or
shall be an offense or violation involving moral
turpitude under Federal, state or local laws, or which brings WRESTLER into
public disrepute, contempt, scandal or ridicule, or which insults or offends the
community or any employee, agent or affiliate of PROMOTER or which injures
WRESTLER’s reputation in PROMOTER's sole judgment, or diminishes the value of
WRESTLER’s professional wrestling services to the public or PROMOTER, then at
the time of any such act, or any time after PROMOTER learns of any such act,
PROMOTER shall have the right to fine WRESTLER in an amount to be determined by
PROMOTER; and PROMOTER shall have the right to immediately suspend WRESTLER
and/or terminate this Agreement pursuant to Section 12. 

     (b) Should at
any time during the Term, WRESTLER be involved in any way with a criminal or
civil legal proceeding or regulatory or administrative hearing (e.g.,
immigration hearing) or otherwise (“Proceeding”), PROMOTER shall have the right
but not the obligation to retain counsel to represent WRESTLER in the Proceeding
and PROMOTER shall be entitled to deduct from the Minimum Annual Compensation
any and all costs and expense (including attorney’s fees) related to the
Proceeding. WRESTLER agrees that should PROMOTER retain counsel pursuant to this
Section 9.13(b), PROMOTER shall not be admitting that PROMOTER has any
obligation, liability, and/or responsibility whatsoever in connection with the
Proceeding. 

9.14 During the Term, WRESTLER
acknowledges and agrees that he shall not work or perform in any capacity for
any other martial arts or wrestling organization and/or entity not owned or
controlled by PROMOTER or any affiliated or subsidiary company thereof,
including without limitation appearances in live events, pay-per-view or other
televised events. 

10. WARRANTY 

10.1 WRESTLER represents, warrants, and
agrees that WRESTLER is free to enter into this Agreement and to grant the
rights and licenses herein granted to PROMOTER; WRESTLER has not heretofore
entered and shall not hereafter enter into any contract or agreement which is in
conflict with the provisions hereof or which would or might interfere with the
full and complete performance by WRESTLER of his obligations hereunder or the
free and unimpaired exercise by PROMOTER of any of the rights and licenses
herein granted to it; WRESTLER further represents and warrants there are no
prior or pending claims, administrative proceedings, civil lawsuits, criminal
prosecutions or other litigation matters, including without limitation any
immigration or athletic commission related matters, affecting WRESTLER which
would or might interfere with PROMOTER's full and complete exercise or enjoyment
of any rights or licenses granted hereunder. Any exceptions to this Warranty are
set forth in Exhibit C, attached hereto. 

10.2 WRESTLER represents and warrants
that WRESTLER is in sound mental and physical condition; that WRESTLER is
suffering from no disabilities or pre-existing conditions or injuries that would
impair or adversely affect WRESTLER’s ability to perform professional wrestling
services; and that WRESTLER is free from the influence of illegal drugs or
controlled substances, which can threaten WRESTLER’s well being and pose a risk
of injury to WRESTLER or others. To insure compliance with this warranty,
WRESTLER shall abide by any drug policy for wrestlers, as conveyed to WRESTLER
and/or his representative(s) as well as any and all amendments, additions or
modifications to PROMOTER’s drug policy implemented during the Term of this
Agreement and WRESTLER further consents to sampling and testing, in accordance
with such policy. In addition, WRESTLER agrees to submit no less than annually
to complete physical examination(s) by a physician either selected or approved
by PROMOTER.

10.3 PROMOTER reserves the right to
have WRESTLER examined by a physician of its own choosing at its expense at any point during the Term of this Agreement.
WRESTLER shall have the right to have his own physician present at such
examinations. 

15 







11. EARLY TERMINATION 

11.1 This Agreement may be terminated
prior to the end of its Term by a written instrument executed by each of the
parties expressing their mutual consent to so terminate without any further
liability on the part of either party except for all royalty payments due
WRESTLER in accordance with Section 7. 

11.2 This Agreement will be terminated
by WRESTLER's death during the Term, with no further compensation or other
appearance fees due WRESTLER's heirs, successors, personal representatives or
assigns other than that which has been earned by WRESTLER but not yet paid as of
the date of death. PROMOTER shall, however, continue to pay WRESTLER’s heirs,
successors, personal representatives or assigns any royalties earned pursuant to
Paragraph 7 that would have been due WRESTLER had he lived. 

11.3 Upon the termination of this
Agreement for any reason, including without limitation any material, uncured
breach, the parties acknowledge and agree that PROMOTER shall own all right,
title and interest in all Footage, Works, PROMOTER Intellectual Property and any
registrations thereof and PROMOTER shall have the exclusive right to sell or
otherwise dispose of any materials, goods, merchandise or other items (i)
produced during the Term of this Agreement incorporating any WRESTLER
Intellectual Property, and (ii) produced incorporating WRESTLER Intellectual
Property, in perpetuity. 

12. BREACH 

12.1 Except as otherwise set forth
herein, in addition to those reasons set forth elsewhere in this Agreement,
PROMOTER shall have the right, in its sole discretion, to immediately suspend or
terminate this Agreement, both as to services and compensation, if any of the
following occurs: 

     (a) WRESTLER
violates any drug policy, as conveyed to WRESTLER and/or his representative(s)
adopted, amended, or modified by PROMOTER during the Term of this Agreement
and/or fails or refuses to take any drug test directed to be taken by PROMOTER
pursuant to Section 10.2; 

    
(b) WRESTLER is habitually late and/or absent for scheduled Events or
appearances as PROMOTER determines in its sole discretion;

    
(c) Subject
to Section 10.2, WRESTLER fails any physical examination conducted on behalf of
PROMOTER, as required herein; 

    
(d) Subject
to Section 10.2, WRESTLER fails to maintain physical condition or training such
that his weight, and/or his performance is unsatisfactory as determined by
PROMOTER in its sole discretion; 

    
(e) PROMOTER, on behalf of WRESTLER, is unable to obtain any necessary
athletic commission licenses or immigration documents, including, but not
limited to visas; or 

    
(f) WRESTLER breaches Section 9.13(a). 

16 







12.2 In the event that WRESTLER
materially breaches this Agreement, PROMOTER may seek to recover such actual
direct damages as may be established in a court of law, as provided in Section
13.8. In addition, in the event of an
termination pursuant to this Section 12.2, WRESTLER shall forfeit any further
payments due pursuant to Section 7. WRESTLER shall not appear under, use, refer
to or exploit in any manner, parenthetically or otherwise, the WRESTLER
Intellectual Property for the remainder of the Term and the PROMOTER
Intellectual Property forever. Further, at PROMOTER's sole option, the Term of
this Agreement may be extended by the term of any suspension period, in whole or
in part, with all other terms and conditions hereof remaining in full force and
effect during such extended period. In the event WRESTLER materially breaches
this Agreement, WRESTLER acknowledges and agrees that he shall not work or
perform in any capacity in the United States for any other wrestling
organization and/or entity not owned or controlled by PROMOTER or any affiliated
or subsidiary company thereof, including without limitation appearances in live
events, pay-per-view or other similar televised events, for one (1) year from
the date of the termination of this Agreement as a result of breach of this
Agreement by WRESTLER.

12.3 The parties further agree that
because of the special, unique, and extraordinary nature of the obligations of
PROMOTER and WRESTLER respecting all rights and licenses concerning bookings,
promoting, Footage, Events, Intellectual Property, which are the subject matter
of this Agreement, WRESTLER's material breach of this Agreement may cause
PROMOTER irreparable injury which cannot be adequately measured by monetary
relief; as a consequence PROMOTER shall be entitled to seek and obtain
injunctive and other equitable relief against WRESTLER to prevent WRESTLER's
breach or default hereunder and such injunction or equitable relief shall be
without prejudice to any other rights, remedies or damages which PROMOTER is
legally entitled to obtain. 

12.4 In no circumstances, whatsoever,
shall either party to this Agreement be liable to the other party for any
punitive or exemplary damages; and all such damages, whether arising out of the
breach of this Agreement or otherwise, are expressly waived.

13. MISCELLANEOUS 

13.1 Nothing contained in this
Agreement shall be construed to constitute WRESTLER as an employee, partner or
joint venturer of PROMOTER, nor shall WRESTLER have any authority to bind
PROMOTER in any respect. WRESTLER is an independent contractor and WRESTLER
shall execute and hereby irrevocably appoints PROMOTER attorney-in-fact to
execute, if WRESTLER refuses to do so, any instruments necessary and consistent
herewith to accomplish or confirm the foregoing or any and all of the rights
granted to PROMOTER herein. PROMOTER shall provide to WRESTLER copies of all
documents so executed. 

13.2 This Agreement contains the entire
understanding of the parties with respect to the subject matter hereof and all
prior understandings, negotiations and agreements are merged in this Agreement.
There are no other agreements, representations, or warranties not set forth
herein with respect to the subject matter hereof; and the parties expressly
acknowledge that any representation, promise or inducement by any party to any
other party that is not embodied in this Agreement is not part of this
Agreement, and they agree that no party shall be bound by or liable for any such
alleged representation, promise or inducement not set forth herein.

13.3 This Agreement may not be changed
or altered except in writing signed by PROMOTER and WRESTLER. 

17 







13.4 If any provision or clause of this
Agreement, or portion thereof, shall be held by any court or other tribunal of
competent jurisdiction to be illegal, invalid, or unenforceable in such
jurisdiction, the remainder of such
provision shall not thereby be affected and shall be given full effect, without
regard to the invalid portion. It is the intention of the parties that, if any
court construes any provision or clause of this Agreement, or any portion
thereof, to be illegal, void or unenforceable because of the duration of such
provision or the area or matter covered thereby, such court shall reduce or
modify the duration, area, or matter of such provision, and, in its reduced or
modified form, such provision shall then be enforceable and shall be
enforced.

13.5 PROMOTER shall have the right to
assign, license, or transfer any or all of the rights granted by WRESTLER to
PROMOTER pursuant to the terms of this Agreement to any person, firm or
corporation, provided that such assignee has the financial ability to meet the
PROMOTER’s obligations hereunder, and if any assignee shall assume in writing
PROMOTER's obligations hereunder, PROMOTER shall have no further obligations to
WRESTLER. WRESTLER may not assign, transfer or delegate his rights or
obligations hereunder and any attempt to do so shall be void.

13.6 Any notices required or desired
hereunder shall be in writing and shall be deemed given when personally
delivered or if mailed by certified mail, return receipt requested or registered
mail, when deposited in the United States Mail, postage prepaid, or if
telecopied, when telecopied with prompt confirmation by mail thereafter, or if
sent by courier service, when deposited with such service, or if sent by
overnight delivery service, on the next business day following delivery to such
service. Notices shall be addressed as follows (unless either party at any time
or times designates another address for itself by notifying the other party
thereof as provided herein):

	TO PROMOTER:	TO WRESTLER:
	   
	World Wrestling Entertainment,
      Inc.
Attn: General Counsel
1241 E. Main Street
Stamford, CT
      06902	Paul
Levesque



13.7 This Agreement is made in
Connecticut and shall be governed by and interpreted in accordance with the laws
of the State of Connecticut, exclusive of its provisions relating to conflicts
of law. 

13.8 In the event there is any claim,
dispute, or other matter in question arising out of or relating to this
Agreement, the enforcement of any provisions therein, or breach of any provision
thereof, it shall be submitted to the Federal, state or local courts, as
appropriate, only in the State of Connecticut. This provision to submit all
claims, disputes or matters in question to the Federal or state courts in the
State of Connecticut shall be specifically enforceable; and each party, hereby
waiving personal service of process and venue, consents to jurisdiction in
Connecticut for purposes of any other party seeking or securing any legal and/or
equitable relief. 

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14. CONFIDENTIALITY 

14.1 (a) Other than as may be required
by applicable law, government order or regulations, or by order or decree of the
Court, WRESTLER hereby acknowledges and agrees that in further consideration of
PROMOTER's entering into this Agreement, WRESTLER shall not, at any time during
the Term of this Agreement, or after the termination of this Agreement for any
or no reason whatsoever, disclose to any person, organization, or publication,
or utilize for the benefit or profit of WRESTLER or any other person or
organization, any sensitive or otherwise confidential business information,
idea, proposal, secret, or any proprietary information obtained while with
PROMOTER and/or regarding PROMOTER, its employees, independent contractors, agents, officers, directors,
subsidiaries, affiliates, divisions, representatives, or assigns. Included in
the foregoing, by way of illustration only and not limitation, are such items as
reports, business plans, sales information, cost or pricing information, lists
of suppliers or customers, talent lists, story lines, scripts, story boards or
ideas, routines, gags, costumes or parts of costumes, accessories, crowns,
inventions, championship, title or other belts (if applicable) and any other
tangible or intangible materials written, composed, submitted, added,
improvised, or created by or for WRESTLER in connection with appearances in the
Footage, information regarding any contractual relationships maintained by
PROMOTER and/or the terms thereof, and/or any and all information regarding
wrestlers engaged by PROMOTER. 

     (b)
Notwithstanding the foregoing, WRESTLER’s obligation of confidentiality shall
not include information which: 

	          	(i)	     	at the time of
      disclosure was in the public domain;
		 
		(ii)		after such disclosure
      becomes generally available to the public other than through any act or
      omission by WRESTLER; and
		 
		(iii)		is required to be
      disclosed by any court of competent jurisdiction, provided that prior
      written notice of such disclosure is furnished to PROMOTER in a timely
      manner in order to afford PROMOTER an opportunity to seek a protective
      order against such disclosure.


14.2 WRESTLER acknowledges and agrees
that his agreement to be bound by the terms hereof is a material condition of
PROMOTER's willingness to use and continue to use WRESTLER’s services. Other
than as may be required by applicable law, government order or regulation; or by
order or decree of the court, the parties agree that neither of them shall
publicly divulge or announce, or in any manner disclose, to any third party, any
of the specific terms and conditions of this Agreement; and both parties warrant
and covenant to one another that none of their officers, directors, employees or
agents will do so either. Notwithstanding the foregoing, WRESTLER shall be free
to disclose the terms and conditions of this Agreement to his lawyers, agents,
financial advisers and spouse and PROMOTER shall be free to disclose the terms
and conditions of this Agreement to its lawyers, accountants and to those
employees who have a legitimate need to know such information. 

14.3 This Agreement and any amendments
thereto may be executed in counterparts, each of which shall be deemed to be an
original and all of which taken together shall be deemed to constitute the same
instrument. Counterparts may be executed either in original or faxed form and
the parties adopt any signatures received by a receiving fax machine as original
signatures of the parties. All of the terms and conditions of any Exhibits shall
be incorporated herein by reference and shall be made a part hereof. 

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IN WITNESS WHEREOF, the parties have
executed this Agreement on the day and year written below. 

	WORLD WRESTLING	PAUL LEVESQUE
	ENTERTAINMENT, INC.	(“WRESTLER”)
	(“PROMOTER”)	
	  
	By: /s/ John
      Laurinaitis	 	By: /s/ Paul
    Levesque	 
	       
          	John Laurinaitis	 	           
      Paul Levesque	 	 
		Vice President of Talent Relations				
	   
	Date: December 22,
      2011	Date: December 22,
2011




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EXHIBIT A 

WRESTLER INTELLECTUAL
PROPERTY 

Paul Levesque 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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