EX-10.4



 





Exhibit 10.4



WORLD WRESTLING ENTERTAINMENT, INC.




AGREEMENT FOR RESTRICTED STOCK UNITS




     THIS AGREEMENT FOR RESTRICTED STOCK UNITS (this “Agreement”) is entered into as of July 20,
2007 by and between World Wrestling Entertainment, Inc., a Delaware corporation (the “Company”),
and <Employee Name> a management employee of the Company (the “Employee”).



     WHEREAS, the Company’s Board of Directors has approved a 2007 Omnibus Incentive Plan (the
“Plan”) and the Company will be seeking approval of the Plan by the Company’s stockholders at their
2008 annual meeting (the “Stockholder Approval”);



     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 as provided herein; and



     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;



     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:



     1. Certain Definitions




	 	 	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:






	 	(a)	 	“Date of Grant” for any RSU shall mean the date hereof.
	 
	 	(b)	 	“Dividend Units” shall have the meaning ascribed thereto in
Section 4.
	 
	 	(c)	 	“Employee Account” shall have the meaning ascribed thereto in
Section 2(b).
	 
	 	(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.
	 
	 	(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





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






	 	i.	 	All terms and conditions stated in the
Plan and all those stated in this Agreement shall apply to each RSU
and Dividend Unit;
	 
	 	ii.	 	No RSU or Dividend Unit may be sold,
transferred, pledged, hypothecated or otherwise encumbered or
disposed by Employee; and
	 
	 	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.





3. Vesting





	 	(a)	 	Time Vesting. The RSUs granted hereunder shall vest
[VESTING TERMS]. Associated Dividend Units and other dividends and
distributions thereon, shall vest as provided in Section 4(ii).
	 
	 	(b)	 	Other Vesting






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




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	 	 	 	for Employee’s services, severance arrangements, etc.). If the
Committee makes such a determination, then such additional 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 in such determination.
	 
	 	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 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; then all RSUs and Dividend
Units shall immediately vest.






	 	(c)	 	Effects of Vesting. With respect to each RSU and
Dividend Unit that vests, the Company shall, within a reasonable time after
the vesting, 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).






	4.	 	Dividend Units; Vesting
	 
	 	 	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 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
	 
	 	 	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 whatsoever 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 all vested RSUs, Dividend Units and dividends and
distributions thereon shall immediately be paid or issued, as the case may be, to the
Employee.
	 
	6.	 	No Continuation of Employment
	 
	 	 	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.
	 
	7.	 	Terms Subject to Plan
	 
	 	 	Notwithstanding anything in this Agreement to the contrary, each and every term,
condition and provision of this Agreement shall be, and shall be construed as,
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
and such inconsistent (or allegedly inconsistent) term, condition or provision shall be
construed so as to be consistent in all respects with the Plan.
	 
	8.	 	Entire Agreement: Amendments
	 
	 	 	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 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 Employee.




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	9.	 	Governing Law 
	 
	 	 	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.
	 
	10.	 	Taxes
	 
	 	 	Employee shall be liable for any and all taxes, including withholding taxes, 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.
	 
	11.	 	Stockholder Approval
	 
	 	 	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.





     IN WITNESS WHEREOF, Employee has executed 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.



	 	 	 	 	 	 
	EMPLOYEE	 	WORLD WRESTLING

ENTERTAINMENT, INC.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





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Exhibit A




Number of RSUs granted <Number of Shares>





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