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Exhibit 10.1 SEPARATION AGREEMENT AND
RELEASE This Separation
Agreement and Release ("Agreement") is made and entered into by and
between Michael E. Sileck ("Sileck") on behalf of himself and his
heirs, executors, administrators, predecessors, successors and
assigns; and World Wrestling Entertainment, Inc. ("WWE"), its
parents, affiliates and subsidiaries and each of their
predecessors, successors and assigns.
Sileck currently occupies the
position of Chief Operating Officer and is a member of the Board of
Directors of WWE; and Sileck and WWE (the "Parties") have mutually
agreed that Sileck shall resign from his position as Chief
Operating Officer, and as a member of the Board of Directors,
effective December 31, 2008 (hereinafter "Separation Date").
Certain provisions set forth herein are governed by an offer letter
revised as of February 9, 2007 (the "Offer Letter").
In consideration of the mutual
promises and covenants set forth herein, and intending to be
legally bound, Sileck and WWE agree as follows:
1. Separation Date :
Sileck’s Separation Date shall be his last active date of
employment with WWE, December 31, 2008.
2. Consideration : In
consideration of Sileck’s acceptance of this Agreement, and
after expiration of the seven day revocation period referred to in
Section 13 of this Agreement, the parties agree as follows:
(a) Salary Continuation
: As set forth in the Offer Letter, WWE shall continue
Sileck’s base salary at the current annual amount of
$675,000.00 through December 31, 2009. Such salary payments
shall be payable in accordance with WWE’s regular payroll
practices (but no less frequently than monthly), and shall continue
to be subject to the ordinary tax deductions and other withholdings
which were in place as of the Separation Date.
(b) Benefit
Continuation : Beyond what is required by the Offer Letter,
Sileck and his covered family members shall be entitled to
continued group health insurance coverage at WWE’s expense
through December 31, 2009, and thereafter, Sileck may continue
such coverage at his own expense for the remainder of the
18 month COBRA continuation period pursuant to applicable law.
Sileck agrees to notify WWE immediately upon his eligibility for
coverage under another employer’s group health plan, at which
time WWE’s coverage will be secondary to such new
employer’s coverage. (c)
Equity Vesting : On December 31, 2008, 15,000
restricted stock units will vest as provided in the Offer Letter.
An additional $115,000 worth of Restricted Stock Units (valued at
the closing price for WWE’s Class A common stock on the
New York Stock Exchange on December 31, 2008) shall vest. All
remaining Restricted Stock Units and Performance Stock Units (and
any related Dividend Units or dividend equivalent rights) shall be
forfeited as of the Separation Date. All such Restricted Stock
Units vesting as provided in this Section 2(c) shall be subject to
income and employment tax withholding.
(d) Non-Compete : Sileck
shall not, during the period of salary and benefit continuation as
set forth in this Section, in any capacity, directly or indirectly,
whether as a consultant, employee, officer, director, partner,
member, principal, shareholder, or otherwise: (a) become employed
by, enter into a consulting arrangement with, or otherwise perform
services for, manage, acquire an ownership in, or participate in
the management or ownership of, a professional wrestling
organization; provided, however, that nothing herein shall prevent
Sileck from acquiring up to 5% of any class of outstanding equity
securities of any company whose equity securities are regularly
traded on a national securities exchange or on an
‘over-the-counter
market’; or (b) directly or indirectly divert or
attempt to divert or discourage any WWE contracted talent from
doing business or continuing to do business with WWE.
3. Release by Sileck :
To the fullest extent permitted by law, Sileck, on behalf of
himself and his heirs, executors, personal representatives,
administrators, successors and assigns (hereinafter with Sileck
collectively referred to as the "Releasor"), hereby agrees to
accept from WWE the consideration specified in this Agreement in
full resolution and satisfaction of, and hereby irrevocably and
unconditionally waives, releases, and forever discharges WWE, and
its subsidiaries, affiliates, employee plans and programs and their
respective stockholders, officers, directors, employees,
contractors, agents, attorneys, insurers and fiduciaries and all of
their respective administrators, estates, successors,
representatives, and assigns (collectively, "Releasees") from and
against any and all claims, charges, demands, sums of money,
actions, rights, promises, agreements, causes of action,
obligations and liabilities of any kind or nature whatsoever, at
law or in equity, whether known or unknown, existing or contingent,
suspected or unsuspected, apparent or concealed, which Releasor now
or in the future may have or claims to have against WWE or any of
the Releasees based upon or arising out of any facts, acts,
conduct, omissions, transactions, occurrences, contracts, claims,
events, causes, matters or things of any conceivable kind or
character existing or occurring or claimed to exist or to have
occurred at any time on or before the date of his execution of this
Agreement, whether asserted as an individual claim or action, or a
class claim or action on behalf of a class which includes Sileck as
an actual or putative class member. The Parties intend
Releasor’s release to be general and comprehensive in nature
and to release all claims and potential claims against WWE and the
Releasees to the maximum extent permitted by law.
The claims being released include,
but are not limited to, any and all claims relating to or arising
out of Sileck’s association with WWE or his separation
therefrom; any and all compensation and benefits (except those
vested and accrued) asserted to have arisen in connection with his
association with WWE or any of the Releasees; any and all
defamation, personal injury, property and tort claims; wrongful
termination claims; and any claims arising under any federal, state
or municipal wage laws, whistleblower claims, fraud claims,
contract claims, benefits claims, and any and all claims arising
out of any anti-discrimination, anti-retaliation, and/or fair
employment practices law, statute or regulation, including, without
limitation, any claims or actions under the Fair Labor Standards
Act, the Employee Retirement Income Security Act of 1974, the
Sarbanes-Oxley Act, Title VII of the Civil Rights Act of 1964, as
amended; the Civil Rights Act of 1991, Sections 1981 through
1988 of Title 42 of the United States Code, the Equal Pay Act of
1963, the Vocational Rehabilitation Act of 1973, the Americans with
Disabilities Act of 1990, the Age Discrimination in Employment Act,
the Older Workers’ Benefit Protection Act, the Occupational
Safety and Health Act of 1970, the Worker Adjustment And Retraining
Notification Act of 1989, the Family and Medical Leave Act of 1993;
any claims or actions under the Connecticut Fair Employment
Practices Act, the Connecticut Whistleblower Law, or any other
state statute, regulation or ordinance; any and all claims under
actions arising under any common law including, without limitation:
(a) claims for breach of an implied or express contract,
claims for wrongful discharge, claims pursuant to any other state
or local law regarding discrimination or employment; and
(b) any claims or actions based on the theories of wrongful or
unjust termination, breach of contract (express or implied),
promissory estoppel, negligent or intentional conduct, breach of
any implied covenant of good faith and fair dealing, defamation,
intentional or negligent infliction of emotional distress and
any and all forms of discrimination, as well as claims for
attorneys’ fees, expenses, and costs related to any of the
foregoing; subject to applicable law, and except as provided for in
this Agreement, any claims or actions for severance pay, bonus,
sick leave, holiday pay, vacation pay, life insurance, health and
medical insurance or any other fringe benefit, and by executing
this Agreement (but subject to his receipt of regular payroll for
the period ending January 2, 2009), Sileck agrees that he has
been paid all such compensation owed by WWE as of the date of his
execution of this Agreement; any and all claims based on any other
federal, state or other laws, common law, rules or regulations.
Notwithstanding the foregoing,
nothing contained herein (i) shall prevent Sileck from
bringing action against WWE or the WWE Releasees for events which
occur after the date of his execution of this Agreement; (ii)
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