Exhibit 10.8
WORLD WRESTLING ENTERTAINMENT, INC.
MANAGEMENT INCENTIVE BONUS PLAN
1. Purpose. The World Wrestling Entertainment, Inc. Management Bonus Plan
is intended to increase incentives for eligible executives to attain and
maintain the highest standards of performance, to attract and retain key
executives of outstanding competence and ability, to stimulate the active
interest of key executives in the development and financial success of the
Company, to further the identity of interests of employees with those of the
Company's stockholders generally and to reward executives when certain
objectives are achieved.
2. Definitions. As used herein, the terms set forth below shall have the
following respective meanings:
(a) "Board" means the Board of Directors of the Company.
(b) "Bonus" means an award payable under this Plan.
(c) "Bonus Period" means the fiscal year beginning on or after the
Effective Date with respect to which the Bonus is to be paid.
(d) "Business Criteria" means the business criteria listed in Section 6
of this Plan.
(e) "Code" means the Internal Revenue Code of 1986, as amended from time
to time.
(f) "Committee" means the Compensation Committee of the Board, which is
the committee appointed by the Board to administer the Plan. The
Committee shall be constituted at all times so as to meet the
outside director requirements of Section 162(m) of the Code.
(g) "Company" means World Wrestling Entertainment, Inc. and its
subsidiaries.
(h) "Effective Date" means May 1, 2004.
(i) "Eligible Executives" means all the employees of the Company that
are director level (or equivalent) and above.
(j) "Participant" means, with respect to a Bonus Period, the Eligible
Executives selected by the Committee to be eligible to receive a
Bonus for such Bonus Period as provided in Section 5 of this Plan.
(k) "Performance Objective" means the performance objective or
objectives established pursuant to Section 5 of the Plan.
(l) "Plan" means the World Wresting Entertainment, Inc. Management
Incentive Bonus Plan, as it may be amended from time to time.
3. Administration. The Committee shall interpret the Plan, prescribe,
amend, and rescind rules relating to it, select eligible Participants, and take
all other actions necessary for its administration, which actions shall be final
and binding upon all Participants.
4. Compliance with Section 162(m). The Plan shall be administered to
comply with Section 162(m) of the Code and regulations promulgated thereunder,
and if any Plan provision is found not to be in compliance with Section 162(m)
of the Code, the provision shall be deemed modified as necessary to meet the
requirements of Section 162(m) of the Code.
5. Selection of Participants and Performance Objective. Within 90 days
after the commencement of each Bonus Period, or at such later time as permitted
by Section 162(m) of the Code and regulations thereunder, the Committee shall
determine in writing (i) the Participants who shall be eligible to receive a
Bonus for such Bonus Period, (ii) the Performance Objective, which shall be a
relative or absolute measure of any one or more of the Business Criteria, and
(iii) the formula for computing the amount of Bonus payable to each Participant
if the Performance Objective is achieved (such formula shall comply with the
requirements applicable to performance-based compensation plans under Section
162(m) of the Code).
6. Business Criteria. The Business Criteria will include specified levels
of one or more of the following:
Net Revenues Return on Capital
Operating Income Return on Equity
Income from Continuing Operations Return on Assets
Net Income Return on Investment
Earnings per Common Share (diluted) Change in Stock price
Cash Flow Total Stockholder Return
EBITDA
The above terms shall have the same meaning as in the Company's financial
statements, or if the terms are not used in the Company's financial statements,
as applied pursuant to generally accepted accounting principles, or as used in
the Company's business, as applicable. As determined by the Committee, the
Business Criteria shall be applied (i) in absolute terms or relative to one or
more other companies or indices and (ii) to a business unit, geographic region,
one or more separately incorporated entities, or the Company as a whole.
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7. Bonus Certification. The Committee shall certify in writing prior to
payment of the Bonus that the Performance Objective has been attained and the
Bonus is payable. With respect to Committee certification, approved minutes of
the meeting in which the certification is made shall be treated as written
certification.
8. Maximum Bonus Payable. The maximum Bonus payable under this Plan in
respect for any one fiscal year to the Chairman of the Board, the Chief
Executive Officer or any other executive officer named in the Company's proxy
statement shall be four percent (4%) of the EBITDA of the Company and its
subsidiaries on a consolidated basis ("EBITDA"); the maximum Bonus payable under
this plan in respect of any fiscal year to any other Participant shall be three
percent (3%) of EBITDA; and the maximum aggregate Bonuses paid to all
Participants in respect of any fiscal year shall be twenty percent (20%) of
EBITDA.
9. Discretion to Reduce Awards. The Committee, in its sole and absolute
discretion, may reduce the amount of any award otherwise payable to a
Participant.
10. Active Employment Requirement. Except as provided below, a Bonus shall
be paid for a Bonus Period only to a Participant who is actively employed by the
Company (or on approved vacation or other approved leave of absence) throughout
the Bonus Period and who is employed by the Company on the date the Bonus is
paid. To the extent consistent with the deductibility of awards under Section
162(m) of the Code and regulations thereunder, the Committee may in its sole
discretion grant a Bonus for the Bonus Period to a Participant who is first
employed or who is promoted to a position eligible to become a Participant under
this Plan during the Bonus Period, or whose employment is terminated during the
Bonus Period because of the Participant's retirement, death, or because of
disability as defined in Section 22(e)(3) of the Code. In such cases of active
employment for part of a Bonus Period, a pro rata Bonus may be paid for the
Bonus Period.
11. Payment of Bonus. A Bonus shall be paid to the Participant for the
Bonus Period as provided in this Plan. The Company shall pay the Bonus to the
Participant in a single cash payment as soon as administratively practicable
after the Bonus Period and after the Committee certifies that the Bonus is
payable as provided in Section 7. In the event of the Participant's
incompetency, the Company in its sole discretion may pay any Bonus to the
Participant's guardian or directly to the Participant. In the event of the
Participant's death, any Bonus shall be paid to the Participant's spouse or, if
there is no surviving spouse, the Participant's estate. Payments under this
Section shall operate as a complete discharge of the Committee and the Company.
The Company shall deduct from any Bonus paid under the Plan the amount of any
taxes required to be withheld by the federal or any state or local government.
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12. Stockholder Approval. No Bonus shall be payable under this Plan unless
the Plan is disclosed to and approved by the stockholders of the Company in
accordance with Section 162(m) of the Code and regulations thereunder.
13. Limitation of Rights. Nothing in this Plan shall be construed to (a)
give any employee of the Company any right to be awarded any Bonus other than
that set forth herein, as determined by the Committee; (b) give a Participant
any rights whatsoever with respect to shares of common stock of the Company; (c)
limit in any way the right of the Company to terminate an employee's employment
with the Company at any time; (d) give a Participant or any other person any
interest in any fund or in any specific asset or assets of the Company; or (e)
be evidence of any agreement or understanding, express or implied, that the
Company will employ an employee in any particular position or at any particular
rate of remuneration.
14. Non-Exclusive Arrangement. The adoption and operation of the Plan
shall not preclude the Board or the Committee from approving other incentive or
compensation arrangements for the benefit of individuals who are Participants
hereunder as the Board or Committee, as the case may be, deems appropriate and
in the best interests of the Company.
15. Nonassignment. Subject to Section 11 hereof, the right of a
Participant to the payment of any Bonus under the Plan may not be assigned,
transferred, pledged, or encumbered, nor shall such right or other interests be
subject to attachment, garnishment, execution, or other legal process.
16. Amendment or Termination of the Plan. The Committee may amend or
terminate the Plan at any time, except that no amendment or termination shall be
made that would impair the rights of any Participant to a Bonus that would be
payable were the Participant to terminate employment on the effective date of
such amendment or termination, unless the Participant consents to such amendment
or termination. Unless sooner terminated by action of the Committee, the Plan
shall automatically terminate on April 30, 2008, although all bonuses payable in
respect of the fiscal year then ending shall be paid as promptly thereafter as
practicable notwithstanding the termination hereof.
17. Governing Law. The Plan shall be governed by the laws of the State of
Connecticut other than the conflict of laws provisions thereof.
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