Luther Reigns 2004 Contract

8/19/2019 Luther Reigns 2004 Contract

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O R I G I N A L

WO RLD WR ESTLING ENTERTAINMENT, INC.

BOOKING CONTRACT

This W orld Wrestling Entertainment, Inc. Booking Con tract ( Agreem ent ), dated this

day of June, 200 4, and made effective as of Ap ril 23, 200 4, by and between W orld W restling

Entertainment, Inc., a Delaw are corporation, with its principal place of bu siness at 1241 E ast M ain

Street, Stamford, Connecticut 06902 (hereinafter referred to as PRO M OTER ), and MA TTHE W

R . WIES E, an individual residing at 516 8 W . Village D rive, Glendale, AZ 853 08 (hereinafter

referred to as WR ESTL ER ).

PREMISES

WH ERE AS, P RO M OT ER is duly l icensed, as required, to conduct professional

w restling exhib itions and is actually engag ed in the bu siness of organizing, pub licizing, .arranging,

staging and conducting professional w restling exhibit ions and/or events, as defined below ,

throughout the w orld and of representing professional wrestlers in the promotion and exploitation of

a professional w restler's name, likeness, personality and character; and

WHEREAS, PROMOTER has established a nationwide network of television stations which

regularly broadcast PRO M OTE R'S w restling programs for purposes of publicizing PRO M OTE R'S

professional w restling exhibitions and/or events, as defined below, and PR OM OTE R has established

a network of cable television organizations which regularly broadcast PROMOTER'S professional

wrestling exhibitions on a p ay-per-view basis; and in addition thereto, PRO M OTE R has developed

and p roduced certain other television programs, w hich are also used to p ublicize, display and

promote PROMOTER's professional wrestling exhibitions; and

WH EREA S, PRO M OTER 's bus iness operations af ford W RES TLER oppor tuni ties 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

WH ERE AS, W RES TLER is duly licensed, as required, to engage in professional wrestling

exhibitions and/or events, as defined below , and is actually engaged in the b usiness of performing as

a professional wrestler; and

WHEREAS, WRESTLER is a performing artist and the professional wrestling

exhibitions arranged b y PR OM OT ER constitute demonstrations of w restling skills and abilit ies

designed to p rovide athletic-styled entertainment to the p ublic, and su ch p rofessional w restling

exhibitions and events constitute entertainment and are not competitive sports; and

W H ER EAS , W RE STL ER des ire s PR O M O TER to a rrange p ro fess iona l w rest ling

exhibitions and/or events, as defined below , for WRES TLE R and to assist WR EST LE R in obtaining

public exposure through live exhibitions, television programs, public appearances, and

merchandising activities, or otherwise;

NO W TH ERE FO RE, 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

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acknowledged, the parties intending to be legally bound, do hereby agree as follows:

1 . BOO KING

1.1 WR ESTL ER hereby grants exclusively to PRO M OT ER, and PR OM OT ER hereby accepts,

the following worldwide rights:

(a)

Du ring the Term of this Agreement, the exclusive right to engage WR EST LE R's

performance in w restling matches at professional wrestling exhibitions, as w ell as appearance of any

type at other events , engagements or enter tainment programs in w hich WR EST LE R performs

services as a professional wrestler or which are related to sports entertainment (collectively the

Events ), whether such Eve nts are staged before a live audience, in a television broadcast studio, on

location (for later view ing or broadcast) , by prom otions to w hom W RE STL ER's services are

assigned by W WE for developm ental, training or other purposes, or otherwise. Pursuant to Section

13.5 herein and during the Term of this Agreement, WR EST LE R acknowledges and agrees that

PROMOTER, in its sole diescretion, shall have the right to assign WRESTLER's obligations under

this Agreement for any p eriod of t ime as PR OM O TER sees f it to other promoters in order to

enhance or improve WRESTLER's overall wrestling abilities, in-ring skills, conditioning or other

attributes deemed necessary b y P RO M OTER .

(b)

D uring the term of this Agreem ent as defined below , the right, to sell or otherw ise

distribute t ickets of adm ission to the g eneral public for v iewing of any or all of the Ev ents that

include the performance or appearance of WRESTLER, as well as on any closed circuit television,

pay -per-view television, video exhibit ion, or any other medium now know n or hereinafter

discovered, of the Even ts.

(c)

Du ring 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 W RE STL ER for the

exploitation of Intellectual Prop erty (as defined hereinbelow ) for merchandising, comm ercial tie-

ups, publishing, personal appearances, performances in non-wrestling events, and endorsements.

1.2

n consideration of WR EST LE R's granting of rights, license and other services, as set forth

herein, and provided WRESTLER shall faithfully and fully perform all obligations hereunder,

PR OM OT ER shall endeavor to book W RE STL ER as an individual or as a member of a group,

w hich determination shall be m ade in PR OM OT ER 's sole discret ion, in wrest ling matches at

various Ev ents.

2 . W O R K S

2.1 I f PROM OTER books WRESTL ER to appear and per form a t Events , WRESTL ER hereby

grants to PRO M OTE R and P RO M OTE R hereby accepts, the exclusive right during the term of this

Agreement to video tape, film, photograph, or otherw ise record, or to authorize others to do so, by

any media now kno w n or hereinafter discovered, W R ES TL ER 's appearance, performance,

commentary, and any other work product for any or all of the Events. (These recordings by tape,

disc, film, or otherwise are collectively referred to herein as the Program s .)

2.2

otwithstanding the termination of this Agreemen t for any reason, and notwithstanding any

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other provision of this Agreement, PROMOTER shall have the right to produce, reproduce, reissue,

manipu late, reconfigure, license, manufacture, record, perform, exhibit, broadcast, televise by any

form o f television (including w ithout l imitation, free, cable, pay cab le, closed circuit and

pay-per-view television, the internet, video on demand, subscription video on demand), transmit,

pu blish, copy, reconf igure, comp ile, print, reprint, vend , sell, distribute and use v ia the internet,

video on dem and, subscr ipt ion video on demand, any other medium now know n or hereinafter

discovered, including w ithout limitation, video on dem and and the internet, and to authorize others

to do so, the Programs, in perpetuity, in any manner or media and by any art, method or device, now

know n or hereinafter discovered (including w ithout limitation, by m eans of videodisc, videocassette,

optical, electrical and/or digital compilations, theatrical motion picture and/or non-theatrical motion

picture). All gags, costumes or parts of costumes, accessories, crowns, inventions, championship,

title or other belts (if applicable), and any other items of tangible property provided to W RE STL ER

by P RO M OTE R and/or containing New Intellectual Property as defined in paragraph 3.2(a) shall be

immediately returned to PRO M OT ER u pon termination of this Agreement for any reason.

2.3

RES TLE R's appearance, performance and work p roduct in any or all of the Events and/or

Programs shall be deemed work for hire; and notwithstanding the termination of this Agreement,

PR O M O TE R shall own , in perpetuity, all Program s and all of the rights, results, produ cts and

proceeds in and to, or derived from the E vents and P rograms (including w ithout l imitation, 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 w ritten, comp osed, subm itted, added, improv ised, or created by or

for WR ES TL ER in connection with appearances at the Events and/or in the Programs) and

PR OM OT ER may obtain copyright and/or trademark and/or any other legal protection therefor, now

known or hereinafter discovered, in the name of PRO M OTE R and/or on behalf of PR OM OTE R's

designee.

2.4 I f PRO M OT ER direct s WRES TLE R, e i ther singly or in conjunc tion w i th PR OM OTE R, to

create, design or develop any copy rightable w ork (herein referred to as a D evelop ment ), such

Dev elopment shall be deemed work for hire and PRO M OT ER shall own such Developm ent. All

Program s and D evelopm ents referred to in this Agreement are collectively referred to as Wo rks.

2.5 ll Works and W RES TL ER's contributions thereto shall belong solely and exclusively to

PR OM OTE R in perpetuity notw ithstanding any termination of this Agreement. To the extent that

such W orks are considered: (i) contributions to collective w orks, (i i) a com pilation, (i i i) 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 W orks shall be considered wo rks made for hire under

the United States Cop yright Act of 197 6, as amended (17 U .S.C. § 101 et seq.). In accordance

therewith, all rights in and to the W orks shall belong exclusively to PRO M O TER in perpetuity,

notwithstanding any termination of this Agreement. To the ex tent that such W orks are deemed

works other than works made for hire, WR ESTL ER hereby assigns to PR OM OTE R all right, title

and interest in and to all rights in such Works and all renewals and extensions of the copy rights or

other rights that may be secured u nder the laws now or hereafter in force and effect in the United

States of America or any other country or countries.

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3 INTELLECTUAL PROPERTY

3.1 he parties agree that as of the date of this Agreement, all service marks, trademarks and any

and all other distinctive and identifying indicia under w hich W RE STL ER claims any rights,

including but not limited to WRE ST LE R's legal name, nickname, ring name, likeness, personality,

character, caricatures, voice, signature, costumes, prop s, gimmicks, gestures, routines and themes,

which are owned by W RES TLER or in which WR ESTL ER has any rights anywhere in the world

(collectively, the O riginal Intellectual Prop erty ) are described and identified on Schedu le A

attached hereto and incorporated herein by reference. WRESTLER hereby assigns in good faith to

PR OM OT ER and PRO M OT ER hereby accepts all worldwide right, title and interest in and to

WR EST L ER 's Original Intellectual Property, including, bu t not limited to, the rights to license,

reproduce, manipulate, promote, expose, exp loit and otherwise use the O riginal Intellectual Property

anyw here in the world in any commercial manner, media, art form, method or device now known or

hereinafter discovered.

3.2

a) i )

ith the exception of WR ES TL ER 's Original Intellectual Property, any

service marks, trademarks and/or d istinctive and identifying indicia, including ring n ame, nickname,

likeness, personality, character, caricatures, voice, signature, props, gestu res, 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 w ritten, composed, sub mitted, added, improvised, created and/or used by or associated with

WR EST LE R's performance in the bu siness of professional wrestling or sports entertainment during

the Term of this Agreement (collectively the New Intellectual Property ) are hereby assigned to and

shall belong to PR O M OT ER , in perpetuity, with PR OM OT ER retaining all such ownership rights

exclusively throughout the w orld notwithstanding any termination of this Agreement.

(ii) WRESTL ER acknow ledges that PRO M OTER created and developed the ring

name and persona of Ho rshu and L uther Reigns , and that all trademarks, service marks, ring

nam es, characters, persona an d related intellectual prope rty set forth in paragraph 3 .2 (a)(i)

concerning Horshu and Lu ther Reigns , used alone and/or as part of any tag team, are hereinafter

deemed New Intellectual Property.

(b)

pon the termination of this Agreement, all rights in and to the Original Intellectual

Property shall revert to WR ESTL ER , except that PRO M OT ER , its licensees, sublicensees and

assigns may continue to exploit any and all ma terials, goods, merchandise and other items

incorporating the Original Intellectual Property m ade before su ch termination, until all such

materials, goods and merchandise are sold off.

3 . 3

t is the intention of the parties that the New Intellectual Property belongs to PROMOTER,

in perpetuity, even to the exclusion of WR EST L ER , and shall survive the termination of this

Agreem ent for any reason. PR O M O TER shal l have the exclusive r ight to assign, l icense,

sublicense, reproduce, prom ote, expose, exploit and otherwise use the New Intellectual Prop erty in

any com mercial manner now known or hereinafter discovered, regardless of w hether such rights are

exercised during or after the Term of this Agreem ent and notw ithstanding termination of this

Agreement for any reason.

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3.4

he O riginal Intellectual P roperty and the N ew Intellectual P roperty are hereinafter

collectively referred to as Intellectual Prop erty.

3.5 RES TLER agrees to cooperate fully and in good faith with PR OM OTE R for the purpose

of securing and preserving PR OM OT ER 's rights in and to the Intellectual Property. In connection

herewith, WRES TLE R acknowledges and hereby grants to PR OM OTER the exclusive worldwide

right during the Term of this Agreem ent (with respect to Original Intellectual Prop erty) and in

perpetuity (with respect to New Intellectual Property) to apply for and obtain trademarks, service

marks, copyrights and other registrations throughout the world in PR OM OTE R's name and/or on

behalf of Promoter s designee and to enforce any and all of WWE s rights therein. At

PRO M OTE R'S expense and reques t, PROM OTE R and W RES TLER shall take such steps, as

PR OM OT ER deems necessary for any registration or any litigation or other proceeding, to protect

and enforce any and all of PRO M OTE R's rights in the Original Intellectual Property and/or New

Intellectual Property and/or W orks. Further, WRES TLER authorizes PRO M OTER to execute any

docum ents on his behalf that are required by the U.S. Patent and Tradem ark Of fice in order to

protect the aforementioned Intellectual Property.

4 . MER CHAND ISING

4.1

RES TL ER hereby agrees that PRO M OT ER shall have the exclusive right (i) during the

Term of this Agreem ent and thereafter, as provided in this Agreem ent, to use the O riginal

Intellectual Property and (ii) in perpetuity, to use the N ew Intellectual Property in connection with

the manufacture, production, reproduction, reissuance, manipulation, reconfiguration, broadcast,

rebroadcast, distribution, sale, and other comm ercial exp loitation in any mann er, now kno w n or

hereinafter discovered, of any and all m aterials, goods, merchandise and other items incorporating

the Intellectual Prop erty. As to all such m aterials, goods, merchandise or items created, developed,

produ ced and/or distributed du ring the Term of this Ag reement using the O riginal Intellectual

Property, PR OM OT ER shall have the exclusive right to sell and exploit such materials, goods and

merchandise until the sell-off of same. A s to all such m aterials, goods, merchandise or items u sing

the New Intellectual Property, PROMOTER shall have the exclusive right, in perpetuity, to sell and

exploit same forever. By w ay of exam ple and not of limitation, such items include t-shirts, posters,

photos, video tapes and video cassettes, dolls, books, biographies, articles and stories, and any other

such material, goods, merchandise, or items relating to WRESTLER.

4.2

t is the intention of the parties that PR O M OT ER 's rights described under paragraph 4.1 are

exclus ive to PRO M OTER even to the exclus ion of WR ESTL ER. PRO M OTE R shal l own al l

copy rights and trademarks in any and all such materials, goods, merchandise and items and shall be

entitled to obtain copyright, trademark, service mark or other registrations in PRO M OT ER 's name

or on behal f of i ts designee; and W R ES TL ER shal l p rovide al l reasonable ass is tance to

PR OM OTE R in so ob taining such copy right, trademark, service mark or other registrations.

5. EXCLUSIVITY

5.1

t is the understanding of the parties that all rights, licenses, privileges and all other items

herein given or granted or assigned by WR ESTL ER to PRO M OTE R are exclusive to PR OM OTE R

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even to the exclusion of WRESTLER.

5.2 In the event WR ESTL ER desires upon reasonable notice to PR OM OT ER du ring the Term

of this Agreem ent either individually or through his authorized representative(s) to participate in

movies, films, com mercials, produ ct endorsements, videos, television programs or similar activities

(collectively Perm itted Activities ) and prom otional eve nts for the Pe rmitted Ac tivities,

WR ESTL ER m ay do so subject to PRO M OTE R's approval, which shall not be unreasonably

withheld provided a written sublicense is executed between PR OM OTER , WRES TLER and any

relevant third parties and further provided W RE STL ER shall not utilize the New Intellectual

Property in any manner in connection with such Permitted Activities without PRO M OT ER 's written

consent, and that PROMOTER retains first priority, to the exclusion of any such Permitted

Activities, with respect to the use and scheduling of W RE STL ER 's services at all times du ring the

Term (as defined below) of this Agreement. It is further agreed that PRO M OT ER shall receive from

WR EST LE R a management fee to reimburse PRO M OT ER for its reasonable administrative costs

incurred in connection with WRESTLER's participation in each such Permitted Activity, provided

that PR O M O TER 'S costs shal l 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

WR EST LE R from such Permitted Activities in a specific Contract Y ear shall be credited against the

M inimum A nnual Compensation for that Contract Y ear as set forth in paragraph 7.1 below .

6

TERM AND TERRITORY

6 . 1

he term of the Agreem ent shall be three (3) years from the effective date hereof ( Initial

Term ). Each individual year of the Agreement may also be hereafter referred to as a Contract

Y ear (i.e. Ap ril 23 , 2004 to April 22, 200 5 as the First Contract Year, Ap ril 23 , 2005 to A pril 22,

200 6 as the Second Contract Y ear, and April 23, 20 06 to Ap ril 22, 20 07 as the Third Contract

Y ear). Each year of the Agreement may also be referred to hereinafter as a Contract Year .

6.2

otw ithstanding anything herein to the contrary, termination of this Agreement for any

reason shall not affect PRO M O TER 's ownership of and rights in, including but not limited to, any

Works, N ew Intellectual Prop erty and any registrations thereof, or the rights, results, products, and

proceeds in and to and derived from WR EST LE R during the Term of this Agreement; and the

exploitation of rights set forth in Paragraphs 1, 2, 3 and 4 hereof in any and all media now know n or


6 . 3

he territory of this Agreement shall be the w orld.

7

PAYMENTS/ROYALTIES

7.1

a)

rovided that WR EST L ER fu lfills all obligations and warranties and provided

W RES TL ER does not breach any of the terms of this Agreement, PR OM OT ER gu arantees

WR ESTL ER that the total of the paym ents made to WR ESTL ER shall amount in the aggregate

to be no less than Seventy F ive Thousand U S D ollars ($75,000 .00) for each Contract Y ear of this

Agreem ent (referred to hereinafter as M inimu m Ann ual Compensat ion ) , w hich shal l be

payab le in fi fty tw o (52) equal w eekly instal lments. In calculat ing such M inimu m A nnual

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C omp ensat ion , PRO M O TER shal l c red it any paymen t s ea rned by W RES TLE R unde r the

paragraphs of this Sect ion 7 against the M inimu m Annu al Comp ensation. For the purposes of

this paragraph, any royalty paym ents due under the Agreem ent shall be deemed earned only at

the time they are paid to WR ESTL ER.

F

b) ubject to paragraphs 7.9, if applicable, and 10 .2 (b) below, w ithin one hund red

twenty (120 ) days after the Contract Y ear has ended, if i t i s determined that W RE STL ER has

earned more than the M inimum Annual Com pensation for services rendered during the Contract

Y ear, W RE STL ER sha ll be p a id in one lump sum w i th in f if teen (15) days the rea f te r the

difference between the M inimum Annual Com pensation and what WR EST LE R actually earned

for services rendered during the Contract Y ear.

7.2 a)

f WR ESTL ER appears and performs in any Event produced by PR OM OTER in

an arena before a l ive audience at w hich adm ission is charged other than those arena events

w hich are taped or b roadcast as set forth in paragraphs 7.2 (b) and 7 .2 (c) below (hereinaf ter

House Shows ) , W res tl er sha ll be paid by PR OM OT ER

an

amount equa l , in PRO M OT ER's

discret ion, to such percentage of the paid receipts for such Hou se Show from the l ive Ho use

Show gate receipts only as is consistent w ith the nature of the match in w hich WR EST L ER

appears, i.e., preliminary, mid-card, main event, etc. and any standards PR OM OTE R establishes

specifically for such House Show.

(b)

If WR ESTL ER appears and performs in connection w ith an arena or studio Event

produced by PR OM OT ER w hich i s taped or broadcast for use on PRO M O TER 'S te levis ion

ne tw ork ( TV Tap ing ) , W RES TL ER sha ll be pa id by PR OM OT ER an amoun t only as is

consistent w ith the nature of the match in which W R ES TL ER app ears, i .e., preliminary, mid-

card, main event, e tc . and any standards PR O M O TER establishes specif ically for such TV

Taping.

(c)

If Wrest ler app ears and performs in connection w ith an arena or studio Ev ent

produced by PR OM OT ER which is ai red or broadcast via satel li te broadcast or pay-per-view

dist ribut ion technology for use by PRO M OT ER ( Pay-Per-View ) , WR ESTL ER shal l be paid

by P RO M OTE R an amount in accordance wi th the nature of the match in w hich W RES TLER

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 .

7.3

a)

icensed Product Royalties : In the event that the Original and/or New Intellectual

Property are used by P RO M OT ER and/or licensed, sublicensed, or otherwise assigned to third

parties for production, reproduction and/or sale and distribution, in conjunction w ith any consum er

materials, goods or merchandise, (hereinafter collectively referred to as Licensed Produ cts ), such

that the applicable Licensed Product only features the Original and/or New Intellectual Property,

W RE STL ER shall be paid tw enty-f ive percent (25%) of the Licensed Products ' Net Receipts

received b y P RO M OTE R with respect to any such licensing, sublicensing or assignment. Licensed

Products' Net Receipts means the gross amount received by PR OM OTE R less expenses incurred by

PROMOTER or its licensing agent for the applicable Licensed Product. WRESTLER

acknowledges and agrees that W RES TL ER shall not be eligible for any royalties with respect to

television license, television subscription fees, internet subscription fees, subscription video on

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demand fees and/or advert ising and/or distribut ion fees paid to PR OM O TER by any enti ty in

connection with the exploitation of Original and/or New Intellectual Property.

(b) n the event that the O riginal and/or New Inte llec tual Prop erty are used by

PR O M O TER or l icensed, sublicensed, or otherw ise assigned to third parties in connection w ith

Licensed Products featuring WRESTLER with other wrest lers represented by PROMOTER,

PR OM OTE R shall allocate twenty-five percent (25%) of the Licensed Products Net Receipts, to be

paid pro-rata among WR ESTL ER and all other talent so featured.

7.4

a)

i) Direct Sales Royalties/Feature Performer : In the event that PROMOTER

distributes and sells directly any Licensed Products other than any WWE Pay-Per-Views, as set forth

in paragraph 7.5(c), below or any W W E V ideo Products, as set forth in Paragraph 7 .5(d) below,

including w ithout limitation, at the arena, via mail order sales or directly on television, or via the

Internet (hereinafter D irect Sales Products ') , such that the applicable product only features the

O riginal and/or New Intel lectual Property of the W RE STL ER , WR EST LE R shal l be paid five

percent (5%) of the Di rect Sales Products' Net Receipts der ived by PR OM OT ER f rom such

exploitation. For purposes of this paragraph, Direct Sales Products' Net Receipts mean the gross

amount received by P RO M OTE R for sales of such products after deduction of cost of goods, local

taxes and app licable allocations for such sales. Shou ld such sales take place at any of Prom oter's

si te based entertainment comp lexes, W RE STL ER shall be paid 5% of D irect Si te Based Sales

Products Net Receipts derived by P RO M OTE R from such exploitation. For purposes of paragraphs

7.4(a) and 7.4 (b) Direct Site Based Sales Products' Net Receip ts means the gross amount received

by PROMOTER for sales of such products after applicable taxes and the average venue deduction

taken in the quarter of the sale of Licensed Products by PR OM OT ER at Ev ents.

(ii)

D irect Sales Web /Catalog R oyalties

: In the event that W WE distributes and

sells directly any L icensed Products other than the WW E Pay -Per-View s, as set forth below , or any

W W E Video P roducts, as set forth below, via m ail order sales or directly on television, or via the

internet sites ow ned and controlled by WW E (hereinafter D irect Sales Web/Catalog Products ),

Talent shall be paid five percent (5%) of the D irect Sales Web Catalog Products N et Receipts,

defined as gross receip ts to W W E reduced b y returns and a th i r ty percent (30% ) W W E

administrative fee.

(iii)

D irect Sales/Pro Rata

: In the event that the Original and/or New Intellectual

Property of the WR ESTL ER are exploited by PR OM OTE R, such that Direct Sales Products feature

WR ESTL ER with other wrest lers represented by P RO M OTER , PRO M OTE R shall allocate f ive

percent (5%) of the Direct Sales Products Net Receip ts or the Direct Site Based Sales Products Net

Receipts, as the case may b e, to be paid pro-rata among WR ESTL ER and all other talent so featured.

(iv) Auction Sales : PR OM OTE R shall have the right to sell via the Internet,

television or through any other distribution channel by an auction method any merchandise

containing WR ESTL ER'S Intellectual Property w hich shall include but not be limited to

WR ESTL ER'S signature or any product, costume and/or prop worn by WR ESTL ER during an

Event ( Auction Sale ). In respect of an Auction Sale, WRE STL ER shall , in accordance with

the payment schedule set forth in this Agreement, receive thirty five (35%) percent of the Net

Sales (as defined herein) from the Auction Sale. For purposes of this subsection, Net Sales

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shall be defined as the gross revenue received for an Au ction Sale less (i) the cost of goods

related to the item sold; (ii) any shipping or freight charges; and (iii) PROMOTER'S

administrative fee w hich shall be equal to thirty (30%) p ercent of the gross revenue received

from the A uction Sale of the item sold.

7.5 a) i ) Roy alties/Pay-P er-View Videos Sold By L icensees

: PROMOTER shall allocate

twenty-five percent (25%) of the Net Receipts paid to PRO M O TER by licensees authorized to

reproduce and sell video cassettes, videodiscs, CD RO M , or other technology, including technology

not yet created (hereinafter referred to as WW E Video Products ), of WW E pay-per-view s in their

entirety ( W W E Pay-Per-V iews ) to a talent royalty pool. Thereafter, PR OM OT ER shall pro-rate

payment to WR ESTL ER and all other talent appearing in such WW E Pay-P er-Views in the same

proportion as was the compensation paid to WRES TL ER for his appearances in the pay-per= views to

the total amou nt paid to al l talent for their appearances in the pay -per-view . For pu rposes of

paragrap hs 7.5(a)(i) and 7.5(a)(ii), Net Receip ts shall mean the gross amou nt received by

PR OM OT ER from the licensees for the WW E Pay -Per-Views less any and all costs incurred by

PR OM OTE R to produce and/or distribute such WW E Pay-Per-Views.

(ii) In the event that the W W E Video P roducts are a comp ilation or derivative w ork

of mu ltiple individual W WE Pay-P er-View s in their entirety, such as a collection of videos, e.g., a

Wrestlemania box set, payment to W RES TLE R shall be calculated as follows: twenty-five percent

(25%) of the Net Receipts paid to PROMOTER by licensees shall comprise the talent royalty pool,

w hich shall first be pro-rated based on the num ber of individual videos in the comp ilation, and then

the payment to WR ESTL ER for each video shall be in the same proportion with the royalty payment

to the WR ESTL ER at the time that each individual video w as first released.

(b)

Royalties/Non-Pay-Per-View Videos Sold By Licensees : PROMOTER shall

allocate twenty-five percent (25%) of the Net Receipts paid to PR OM OT ER b y licensees authorized

to reproduce and sell all other W W E V ideo Produ cts, other than those set forth in paragraphs

7.5(a)( i ) and 7 .5(a)(i i) above, to a ta lent royalty pool , f rom w hich PR O M O TER shal l pay

W RE STL ER and a l l o ther ta lent appearing in such W W E V ideo Produc ts pro- ra ta among

WR ESTL ER and all other talent so featured. For purposes of this paragraph 7.5(b), Net Receipts

shall mean the gross amount received by PR OM OTER for the WWE Video Products less any and

all costs incurred by PR OM OTE R to produce and/or distribute such WW E Video Products.

(c)

( i) Royalt ies/Pay-Per-V iew V ideos Sold By Prom oter : PROMOTER shall allocate

f ive percent (5% ) of the Net R eceipts paid to PRO M O TER w ith respect to the direct sale by

PR OM OTE R of W WE Pay-Per-Views to a talent royalty pool. Thereafter, PR OM OTE R shall pro-

rate paym ent to W RE STL ER and all other talent appearing in such W W E Pay -Per-Views in the

same proportion as was the compensation paid to WRESTLER for his appearances in the pay-per-

views to the total amount p aid to all talent for their appearances on the pay-p er-views. For pu rposes

of paragraphs 7.5(c)(i) and 7.5(c)(i i) , Net R eceipts shall mean the gross amo unt received b y

PRO M OTER for the WW E Pay-Per-Views. In the event the WWE Pay-Per-Views are sold at any of

PR OM OTE R's site based entertainment complexes, then the definition of W WE Pay-Per-View Site

Based N et Receipts shall mean the gross amount received by promoter for sales of such products

after deduction of applicable taxes and the average ven ue dedu ction taken in the quarter of the sale

of Licensed Products by PROMOTER at Events.

9 _





(ii) In the event that the W WE Video P roduct is a compilation or derivative work of

mu ltiple individual W W E Pay -Per-V iews in their entirety, such as a collection of videos, e.g., a

Wrestlemania box set, payment to W RES TLE R shall be calculated as follows: five p ercent (5%) of

the Net R eceipts paid to PR O M O TER shall comprise the talent royalty p ool, which shall first be

pro-rated based on the num ber of individual videos in the compilation, and then the pay ment to

WR ESTL ER for each video shall be consistent with the royalty p ayment to the WRE STL ER at the

time each individual video w as first released. In the event the WW E Video P roduct is sold at any of

PR OM OTE R'S site based entertainment complexes, then the definition of WW E Video Product Site

Based Net R eceipts shall mean the gross amount received by p romoter for sales of the WW E Video

Product after deduction of cost of goods, local taxes and the average venu e deduction taken in the

immediately preceding quarter in connection w ith the sale of Licensed Products by PR OM OTE R at

Events.

(d) oyalties/Non P ay-Per-View Videos Sold By Promoter: PRO M OTE R shall allocate

f ive percent (5% ) of the Net R eceipts paid to PRO M O TER w ith respect to the direct sale by

PR OM OT ER of all other WW E Video Produ cts other than those set forth in paragraphs 7.5(c)(i) and

7.5(c)(ii) above, to a talent royalty pool, from w hich PRO M OTE R shall pay WR ESTL ER and all

other talent appearing in such W W E Video Products pro-rata among W RE ST LE R and all other

talent so featured. For pu rposes of this paragraph 7.5(d), Net Receipts shall mean the gross amou nt

received by PR O M O TER for the W W E Video Produc ts . N otwi thstanding the foregoing, i f

W RES TL ER is deemed to be the featured performer as determined by PRO M OT ER in its sole

discretion, WR EST LE R shall receive a b onus of an additional five percent (5%) of W W E's Net

Receipts up to the sale of the first one hundred fifty thousand (150,000) units. Once sales exceed

150,000 , WR EST LE R as a featured performer shal l receive ten percent (10% ) of WW E's Net

Receipts on all units sold, including the first 150,00 0 units. For ex ample, the featured performer in

the video entitled Just Bring It is The Rock . If WR ESTL ER is part of a group that is determined

to be the featured performer , WR ESTL ER shall share pro-rata w ith each and every memb er of the

group in any bonu s monies that may be du e in connection with such WW E Video Products. For

exam ple, the featured performers in the video entitled Regen eration X are five memb ers of the

group D egeneration X.

7.6 I f PRO M OT ER instructs WRE STL ER to appear and perform in any Events or Programs as

a com men tator and/or to participate in post-Ev ent produc tion and/or voice-over activities as a

commentator, WRESTLER's commentating shall be deemed work-for-hire and WRESTLER hereby

assigns to PRO M OTER and PRO M OTER shall own all rights, in perpetuity, to all of WRES TLER 's

comm entary and WR ES TL ER shall not be entit led to receive any royalty pay ments, or any

additional compensation or residual payments whatsoever, as a result of PRO M OT ER's comm ercial

exploitation of such comm entary in any form, whether broadcast programming, cable programming,

pay-per-view programming, videotapes, videodiscs, the Internet or other mediums now or


7.7

t is the understanding of the parties that W RE ST L ER shall not be paid anything for

PROMOTER s exploitation of the Original and/or New Intellectual Property in any of

PR OM OT ER's magazines or o ther publ ica tions , which PR OM OT ER may publ ish , p roduce or

distribu te at arenas and/or by m ail or through electronic or any other man ner of med ia or

10


Affair s \Booking C ontracts \W iese, M atthew R . Booking contract 5-27-04 .doc Exhibit BPage 38



distribution, now know n or hereinafter discovered, including, bu t not l imited to, pub lication o r

distribu tion on the internet or with respect to any television license, television subscription fees,

internet subscription fees, subscription video on dem and fees, and/or advertising and/or distribution

fees paid to WWE by any entity in connection with the exploitation of the Intellectual Property.

7.8

f WR EST LE R is unable to wrestle for six (6) consecutive weeks du e to an injury suffered in

the ring wh ile performing services at PRO M OT ER 's direction, for every house show o r television

show p er Contract Y ear in which W RES TL ER is unable to wrest le thereaf ter , W RES TL ER 's

M inimum A nnual Comp ensation as defined below for that Contract Y ear shall be reduced by .5%.

Additionally, for every pay-per-view event per Contract Year in w hich WR ESTL ER is unable to

wrestle, WR ESTL ER's M inimum Annual Com pensation for that Contract Y ear shall be reduced by

the average pay received by WR ESTL ER for the three (3) immediately preceding or few er if less

than three (3) similar pay-per-view events for which he w as compen sated, or .5% if there are none.

If WR ESTL ER is unable to wrestle for any other reason during the Term of this Agreement, such

deductions shall begin im mediately.

7.9

ubject to paragraph 12.2, the non-compete provisions of this Agreement, it is

acknow ledged and agreed that as it relates to W RE ST LE R's app earance or performance of any ,

services pursuant to this Agreement, including the appearance and or performance of W RES TLE R's

services at Events or other activities conducted by P RO M OT ER, W RES TL ER shall be eligible only

for the paym ents and royalties specifically set forth in paragraphs 7.1 through 7 .6. WR EST LE R

acknowledges and agrees that any payments or royalties earned in connection with any wrestling

services WRE STL ER may perform during the term of this Agreement for any other wrestling/sports

entertainment organization and /or entity shall be credited against WRESTLER's Minimum Annual

Compensation, if any.

7.10 A ll paym ents made to WR ES TL ER are in full without withholding, except wh ere required

by law. After the end of each calendar year , PR O M O TER shall issue to WR EST LE R Internal

Revenue Service Form 1099 showing all payments to WRESTLER during that calendar year.

7.11 (a) ROMOTER shall prepare and send statements as to royalties payable hereunder to

WR EST LE R within ninety (90) day s following the end of each qu arter, based up on the royalties

received and processed by P RO M OT ER in the previous quarter, together with payment of royalties,

if any, earned by W RE STL ER hereunder during such qu arter-annual period, less advances and/or

debits made by PR OM OTER on WREST LER 's behalf.

(b)

RO M OT ER shall maintain books of accoun t related to the paym ent of royalties

hereunder at its principal place of bu siness. WRE STL ER, or W RES TLE R's designated independent

certified public accountant who is a member in good standing of the AICPA , may at W RES TLE R's

sole expense examine PR O M OT ER's book s insofar as they p ertain to this Agreement for the

purpose of verifying the accuracy thereof, during PR OM OTE R's normal business hours and upon

reasonable notice. Such aud it shall be condu cted in a manner that will not unreasonably interfere

with PRO M OTE R'S normal business operations. WR ESTL ER shall not audit PR OM OTE R's books

and records more than tw ice during any calendar year and no such au dit shall. be

conducted later

than six (6) m onths af ter the most recent statement of royal t ies is given, del ivered or sent to

W R EST LE R. Each au dit is l imited to five (5) days in duration. Statements of royalties may be

11

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changed from time to time to reflect year-end adjustments, to correct clerical errors and for similar

purposes.

(c)

W RE STL ER 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, fmal, 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

W RES TL ER to PRO M OT ER w i th in one (1) year f rom the da te the royalty s ta t ement w as g iven ,

delivered or sent to WRESTLER.

(d)

No c laim shal l be f i led pur suant to paragraph 13 .8 be low agains t PRO M OT ER or

PROMOTER S affiliates that disputes any statement of royalties or accounting given by

PR OM OTE R hereunder or that makes any cla im for royalties or royalty payments , unless the same

is comm enced or filed within one (1) y ear after the date such statement or accou nting is first given,

del ivered or sent to W RES TLE R, and u nless W RE STL ER has f i rs t exhausted his remedies pursuant

to paragraphs 7.11(b) and (c) abov e.

8. PROM OTER S OBLIGATIONS

8.1

lthough under paragraph 9.1 WRESTLER shall bear responsibility for obtaining

approp riate licenses for participating in wrestling exhibitions, PRO M O TER shall be responsible for

obtaining al l o ther appropria te l icenses to cond uct professional w restl ing exhibi t ions involving

WRESTLER. If PROMOTER, at its discretion, agrees to assist WRESTLER in obtaining his

l icenses , WR ESTL ER shall re imburse PR OM OT ER for i ts fees and expenses incurred in connection

therewith.

8.2

ROMOTER shall bear the following costs in connection with the development and

enhancement of the value of WR ESTL ER 's performance hereunder and WR ESTL ER 's s tanding in

the professional wrestling comm unity, all of which shall benefit WR EST LE R:

(a)

In connection wi th W RE STL ER 's appearances and per formance a t Ev ent s s taged

before a l ive audience , PRO M OT ER shall bear the cos t of loca tion renta l , PROM OT ER'S third par ty

com prehensive liability insurance for the benefit of the venu es, applicable state and local admission

taxes, prom otional assis tance, sound and l ight equipmen t, wrest l ing r ing, of f icia ls, police and f ire

protection, and such additional security gu ards as PRO M O TER shall require in its discretion during

a p rofessional w restling m atch;

(b)

In connect ion w i th the p roduct ion, distr ibu t ion, and exp loitation of the Program s,

PROMOTER shall bear all costs incurred in connection with such production, distribution,

broadcast, transmission o r other forms of mass m edia comm unication;

(c)

In connection w ith any produ ct or service licensing activities and/or merch andising

act ivi t ies, PR O M O TER shal l bear a ll costs of negot ia t ing, secur ing or otherwise obtaining the

produ ct or service l icensing ar rangem ents, including co sts of agents, consul tants, at torneys a nd

others involved in making the product or service licensing activities; and PR O M OT ER shall bear all

costs of creating, designing, developing, prod ucing and marketing m erchandise or services. In order

12





to fulfill these obligations, PRO M OT ER m ay make any arrangements, contractual or otherwise, it

deems ap propriate to delegate, assign, or otherwise transfer its obligations.

8.3

RO M OTER shall schedule the Events and book WR ESTL ER for the Events. In doing so,

PR OM OT ER shall select the t ime and location of the Events at which W RE STL ER is booked,

WR ESTL ER'S opp onent, and any other wrestlers who w ill appear at such Event. PRO M OTER shall

provide WR ESTL ER w ith reasonable advance notice of the date, time, and place of any such Event,

and WR EST L ER 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 PR OM OT ER and PR OM OT ER m ust substitute another wrestler to appear in

WR ESTL ER'S place at the Event, then PRO M OTE R may fine, suspend or terminate WRES TLE R in

its sole discretion.

8.4

otwithstanding the above, if WRESTLER shall be prevented from appearing at an Event

by reason of Force M ajeure, the abov e fines shall not be imposed. For purp oses of this Agreemen t,

Force M ajeure shall mean any act of God, f ire , f lood, w ar or other calamity; strike or labor

difficulties; any governmental action or any other serious emergency affecting WRESTLER which

occurrence is beyond W RES TL ER's reasonable control, and, which despite best efforts prohibits

WRESTLER's performance or appearance at such Event.

9. WRESTLER S OBLIGATIONS

9.1

RESTLER shall bear responsibility for obtaining all appropriate licenses to engage in,

participate in, or otherwise appear in professional w restling exhibitions.

9.2

RE STL ER sha ll be responsib le for WR EST LE R's ow n t ra in ing , condi tioning, and

maintenance of w restling skills and abilities, as long as they do not interfere with WR ES TL ER 's

appearance at scheduled events as follows:

(a)

WR EST L ER shall establish his own training program, shall select time of training,

duration of training, exercises, pattern of exercise and other actions app ropriate to obtaining and

maintaining p hysical fi tness for w restling. WR ES TL ER shall select his ow n training app aratus,

including mats, weights, machines and other exercise paraphernalia. WRESTLER is responsible for

supp lying his ow n training facil it ies and eq uipm ent, whether by purchase, lease, license, or

otherwise.

(b)

WR EST LE R shall establish his ow n m ethod of p hysical conditioning, shall select

time for conditioning, duration of conditioning and form of conditioning. WR EST LE R shall select

time for sleep, time for eating, and time for other activities. WR ESTL ER shall select his own foods,

vitamins and other ingested items, excepting illegal and/or controlled substances and drugs, w hich

are prohibited by PROMOTER'S drug policy.

9.3

RES TL ER shall be responsible for providing all costumes, wardrobe, props, and make-up

necessary for the performance of W REST LER 's services at any Event and WR ESTL ER shall bear

all costs incurred in connection w ith his transportation to and from any su ch Events (excep t for those

transportation costs which are covered by PROMOTER's then current Travel Policy), as well as the

13

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costs of food consum ed and hotel lodging ut i lized by W R ES TL ER in connection with his

appearance at such Events.

9.4

RE ST LE R shall use best efforts in employing W RE ST LE R's skills and abilities as a

professional wrest ler and be responsible for developing and executing the v arious details,

movem ents, and maneuvers required of w restlers in a professional wrestling exhibition.

9 . 5

RES TL ER 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, w ithout

limitation, pre-match review of all w restling moves and m aneuvers w ith w restling p artners and

oppo nents; and pre-match dem onstration and/or practice w ith wrestling p artners and op ponents to

insure familiarity w ith anticipated wrestling moves and m aneuv ers during a wrestling match. In the

event of injury to W REST LER , and/or WR ESTL ER's partners and opponents during a wrestling

match, WR EST LE R shall immediately signal partner, oppo nent and/or referees that it is time for the

match to end; and WR EST LE R shall finish the match forthwith so as to avoid aggravation of such

injury.

9.6

RE STL ER shall use best efforts in the ring in the performance of w restling services for a

match or other activity; in order to provide an honest exhibition of W RE STL ER 's wrestling skills

and abilities, consistent with the customs of the professional wrestling industry; and W RE STL ER

agrees all matches shall be finished in accordance with the PROMOTER's direction. Breach of this

paragraph shall cause a forfeiture of any pay ment due W RES TL ER p ursuant to Section 7 of this

Agreement and all other obligations of PRO M OTE R to WR ESTL ER hereunder, shall entit le

PRO M OTER to terminate this Agreement, or suspend WR ESTL ER w ithout pay, but such breach

shall not terminate

PROMOTER s

licenses and other rights under this Agreement. If PRO M OT ER

in its discretion suspends this Agreemen t, w hen reinstated, PR OM OT ER m ay extend the Term of

this Agreement for a period of time equ al to the period of suspension or any portion thereof and this

Agreem ent will therefore continue to be of full force and effect throug hou t the remaind er of the

Term.

9.7

RE STL ER agrees to cooperate and assist without any addit ional paym ent in the

pub licizing, advertising and promoting of scheduled Ev ents, including w ithout limitation, appearing

at and participating in a reasonable number of joint and/or separate press conferences, interviews,

and other pu blicity or exploitation appearanc es or activities (any or all of w hich may be filmed,

taped, or otherwise recorded, telecast by any f orm of television now known or hereafter discovered,

including without limitation free, cable, pay cable, and closed circuit and p ay-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 b y m eans of v ideodisc, video cassette,

theatrical mo tion picture and/or non-theatrical motion p icture and Internet), at times an d places

designated by PROMOTER, in connection therewith.

9.8

RES TLE R acknow ledges the right of PRO M OT ER to make decisions with respect to the

preparation and exp loitation of the Program s and/or the exercise of any other rights respecting

Original and/or New Intellectual Property, and in this connection WR EST LE R acknow ledges and

agrees that PR OM OT ER'S d ecision with respect to any agreem ents disposing of the rights to the

Original and/or New Intellectual Property are final, except as to W RE STL ER 's legal name, w hich

14





PR OM OT ER m ay only dispose of upon WR ESTL ER's wri tten consent . WR ESTL ER agrees to

execute any agreements PR OM OTE R deems necessary in connection with any such agreements,

and if W RES TL ER is unavailable or refuses to execute such agreements, PRO M OT ER is hereby

authorized to do so in WREST LER 's name as WRES TL ER'S attorney-in-fact.

9.9 WR ESTL ER agrees to cooperate fu l ly and in good fa i th w i th PR OM OTER to obtain any

and all documentation, applications or physical examinations as may b e required by any gov erning

authority w ith respect to WR ESTL ER's app earance and/or performance in

a professional w restling

match.

9.10 WRESTLER, on behalf of himself and his heirs, successors, assigns and personal

representatives, shall indemnify and defend PR OM OTER and PR OM OTER 's licensees, assignees,

paren t corporation, sub sidiaries and affiliates and its and their respective officers, directors,

emp loyees, advertisers, insurers and representatives and hold each of them harmless against any

claims, demands, liabilities, actions, costs, suits, attorneys' fees, proceedings or exp enses, incurred

by any of them by reason of W RES TLE R's breach or alleged breach of any w arranty, undertaking,

representation, agreement, or certification made or entered into herein or hereunder by WRESTLER.

W RES TL ER , on behalf of himself and his heirs, successors, assigns and personal representatives,

shall indemnify and defend PRO M O TER and PR O M O TER 's l icensees, ass ignees , parent

corporation, subsidiaries and affiliates and its and their respective officers, directors, emp loyees,

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 W RE ST LE R'S acts, transactions and/or conduct w ithin or around the ring,

hallways, dressing rooms, p arking lots, or other areas w ithin or in the imm ediate vicinity of the

fac il it ies where PRO M O TER has scheduled Events a t w hich W RE STL ER is booked. Such

indemnification shall include all claims a rising o ut of any acts, transactions and/or condu ct of

WRESTLER or others occurring at Events or in connection with any appearances or performances

by W RESTL ER not conducted by PR OM OTER in accordance with this Agreement.

9.11 W RES TL ER shall be responsible for payment of all of WRE STL ER's ow n Federal, state or

local income taxes; all social security, FICA and FU TA taxes, if any, as w ell as all contributions to

retirement plans and programs, or other supp lemental income plan or program that wou ld provide

WR EST LE R w ith personal or monetary benefits upon retirement from professional wrestling.

9.12 (a)

RES TLE R shall be responsible for his ow n comm ercial general liability insurance,

w orker's comp ensation insurance, professional liability insurance, as w ell as any excess liability

insurance, as WR ESTL ER deems appropriate to insure, indemnify and defend WRE STL ER w ith

respect to any and all claims arising out of W RE STL ER's ow n acts, transactions, or conduct.

(b)

W RE STL ER acknow ledges that the partic ipat ion and activ i ties required by

WR ESTL ER in connection w ith WR ESTL ER's performance in a professional wrestling exhibition

are dangerous and involve the r isk of ser ious bo di ly injury , including death. W RE STL ER

know ingly and freely assum es full responsibility for all such inherent risks as w ell as those due to

the reckless conduct and/or negligence of PR OM OT ER or other wrestlers.

(c)

WR EST LE R, on behalf of himself and his heirs, successors, assigns and personal

15





representatives, hereby releases, waives and discharges PROMOTER from all liability to

W RES TL ER and covenants no t to sue PRO M O TER fo r any and a l l loss o r damage on accoun t of

i n jury r esu l ting in ser ious or permanent in jury to W RE STL ER or WR EST LE R's dea th , w hether

caused by the reckless conduct and/or negligence of the PR OM OT ER or other wrestlers.

9.13 (a) R ES TL ER ma y at his election obtain heal th, l ife and/or disabi l ity insurance to

provide ben efits in the event of physical injury arising out of W RE STL ER 's professional activities;

and WRESTLER acknowledges that PROMOTER shall not have any responsibility for such

insurance or paymen t in the event of physical in jury ar is ing out of WR ES TL ER 's professional

activities.

(b) n the event of p hysical in jury ar is ing out of W RE STL ER 's professional act iv i t ies,

W RES TL ER acknowledges tha t WR ESTL ER is not ent it led to any worker 's compensat ion coverage

or s imilar benef its for injury , disab il ity , death or loss of wages f rom PR OM OT ER; and WR ESTL ER

shall make no c laim agains t PRO M OT ER for such coverage or benef i t.

9 .14 W RE STL ER shal l ac t a t a l l t imes w i th due r egard to pub l ic m ora ls and convent ions dur ing

the te rm of th i s Agreement . I f WR EST LE R shal l have com mi t ted or sha l l comm i t any ac t or do

anything that is or shall be an offense or v iolation involv ing moral turpitud e under Fe deral, state or

local laws, or which br ings W R ES TL ER into pu bl ic disrepute, contemp t , scandal or ridicule, or

w hich insu l ts o r o f fends the comm uni ty o r any em ployee , agen t o r a ff i li a te o f PR O M O TER or

which injures WR ESTL ER's reputation in PRO M OT ER'S sole judgment, or diminishes the value of

WR ESTL ER's professional wrest ling services to the public or PRO M OTE R, then at the t ime of any

such act , or any t ime af ter PRO M OT ER learns of any such act , PRO M OT ER shall have the r ight to

f ine WR ESTLER in an amount to be de te rmined by PRO M OTER ; and PROM OTER shal l have the

right to suspend and/or terminate this Agreement forthwith. In the event that WWE elects to

terminate this Agreement, WWE's only financial obligation shall be to pay Talent's Minimum

Ann ual Com pensation through the date of termination.

9.15 During the Term, WRESTLER acknowledges and agrees that he shall not work or

perform in any capacity for any other wrestling organization and/or entity not owned or

controlled by PROMOTER or any affiliated or subsidiary company thereof, including without

l imitation app earances in l ive events , pay-p er-view or other te levised events .

10 WARRANTY

10.1 (a)

RES TL ER represents , w arrants , and agrees that W RES TL ER is f ree to enter in to

t h is Agreement and to grant the r ight s and li censes here in granted to PR OM OT ER; W RES TL ER

has not heretofore entered and shall not hereaf ter enter in to any contract or agreement w hich is in

confl ict w i th the provisions hereof or which w ould or might inter fere w i th the ful l and com plete

performance by W RE STL ER of his obligations hereunder or the f ree and unimp aired exercise by

PR O M OT ER of any of the r ights and l icenses herein granted to i t; WR EST LE R fu rther represents

and warrants there are no prior or pending claims, administrative proceedings, civil lawsuits,

criminal prosecutions or other l i t igation matters, including without l imitation any immigration or

athletic comm ission related m at ters, affect ing W RE STL ER w hich wo uld or might inter fere w i th

PROMOTER's full and complete exercise or enjoyment of any rights or licenses granted hereunder.

16




11. EARLY TERMINATION

11.1 (a) This Agreement may be terminated by P RO M O TER during the Term for any reason

whatsoever by providing WRESTLER ninety (90) days advance written notice of said

termination.

(b)

This Agreement may also 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 fu rther liability on the p art of either.

(c)

In the event of such early termination, PROM OTE R shall pay WR ESTL ER for all uses

of the Intellectual Property in accordance with paragraphs 7.3, 7.4, 7.5 and 7.6.

11.2 This Agreement will be terminated by WRESTLER's death during the Term, with no further

compensation due WRESTLER'S heirs, successors, personal representatives or assigns.

11 .3 Up on the termination of this Agreem ent for any reason, including b reach, the part ies

acknowledge and agree that PRO M OTE R shall own all right, title and interest in all Works, New

Intellectual Property and any registrations thereof and PRO M OT ER 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 Agreem ent incorporating any O riginal Intellectual P roperty, and (i i) produced

incorporating New Intellectual Property, in perpetuity.

12 . BREAC H

12.1 In addition to those reasons set forth elsewhere in this Agreement, PRO M OT ER shall have

the right, in its sole discretion, to immediately suspend or terminate the operation of this Agreement,

both as to services and compensation, if any of the following occurs:

(a) WR ESTL ER violates PRO M OTER 's drug policy as conveyed to WR ESTL ER

and/or his representative or fails PRO M OTE R's pre-contract drug screening;

(b)

WRESTLER is habitually late and/or absent for scheduled Events or appearances as

PR OM OT ER determines in its sole discretion;

(c)

WR ESTL ER fails any physical examination conducted on behalf of PRO M OTER ,

as required herein;

(d)

WR EST LE R fails to m aintain physical condition or training such that his weight,

and/or his performance is unsatisfactory as determined by PRO M OTE R in its sole discretion; or

(e)

PR O M O TER is unable to obtain any necessary athlet ic comm ission l icenses or

immigration clearances for WR ESTL ER

12 .2 In the even t W RES TL ER breaches th i s Agreement, PRO M OT ER may recover such

18





actual direct dam ages as may b e established in a court of law, as provided in Paragrap h 13 .8. In

addition, in the event of termination pursu ant to this Paragrap h, WR ES TL ER shall forfeit any

future payments due pu rsuant to paragraph 7 and W RE STL ER shall not appear under, use, refer

to or exp loit in any m anner, parenthetically or otherw ise, the O riginal Intellectual Prop erty for

the remainder of the Term and the New Intellectual Property forever. Further, at PRO M OT ER 's

sole option, the Term of this Agreement may be extended b y 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 per iod. In the event WR ESTL ER breaches this Agreement , WR ESTL ER

acknow ledges and agrees that he shall not w ork or perform in any cap acity in the U nited States

for any other wrestl ing organization and/or ent ity not owned or control led by PR O M O TER or

any affil iated or subsidiary comp any thereof, including w ithout l imitation appearances in live

events, pay- per-view or other televised events, for one (1) year from the date of the termination

of this Agreement as a result of breach of this Agreement by W RES TL ER

12 .3 The parties further agree that because of the special, unique, and extraordinary nature of the

obl iga tions of PR O M O TER and W RE STL ER respec ting a ll r ights and l icenses concerning

bookings, promoting, Program s, Events, Intellectual Property, w hich are the subject matter of this

Agreement, W RES TL ER'S b reach of this Agreement shall cause PRO M OTE R irreparable injury

which cannot be adequately measured by monetary relief; as a consequence PROMOTER shall be

ent it led to injunct ive and other equi table relief against WR EST LE R to prevent WR EST LE R'S

breach or default hereunder and su ch injunction or equitable relief shall be without p rejudice to any

other rights, remedies or damages w hich PRO M OT ER is legally entitled to obtain.

12 .4 In no circum stances, whatsoev er, shall either party to this Agreem ent be liable to the other

party for any p unitive or exemp lary damages; and all such damages, w hether arising out of the

breach of this Agreement or otherwise, are expressly waived.

13. MISCELLANEOUS

13.1 N othing contained in this Agreement shal l be construed to const itute WR EST LE R as an

employee, partner or joint venturer of PRO M OT ER, nor shall WR ESTL ER have any au thority to

bind PRO M OT ER in any respect. WR ESTL ER is an independent contractor and WR ESTL ER shall

execute and hereby irrevocably appoints PR OM OTER attorney-in-fact to execute, if WR ESTL ER

refuses to do so, any instruments necessary to accomp lish or confirm the foregoing or any and all of

the rights granted to PR OM OTE R herein.

13 .2 This Ag reement contains the entire understanding of the parties with respect to the subject

m atter hereof and all prior understandings, negotiat ions and agreements are m erged in this

Agreement. including without l imitation that certain Letter of Agreement betw een PR OM O TER

and WR EST LE R dated April 28, 2003 and made effective on M ay 21, 200 3. There are no other

agreemen ts, representations, or warranties not set forth herein w ith respect to the subject matter

hereof; and the parties expressly acknowledge that any representation, promise or inducement by

any party to

ny

other party that is not embodied in this Agreement is not part of this Agreem ent,

and they agree that no party shall be bou nd by or liable for

ny

such alleged representation, promise

or inducem ent not set forth herein.

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13.3 This Agreement may not be changed or altered except in w rit ing s igned by P RO M OT ER

and WRESTLER.

13.4 If any prov ision or clause of this Agreement, or portion thereof, shall be held by any court or

other tribunal of com petent jurisdiction to b e illegal, invalid, or u nenforceable in such jurisdiction,

the remainder of such prov ision shall not thereby be affected and shall be given fu ll effect, without

regard to the invalid p ortion. It is the intention of the p arties that, if any c ou rt construes any

provision or clause of this Agreem ent, or any portion thereof, to be illegal, void or unenforceable

becau se of the duration of such provision or the area or matter covered thereby , such court shall

reduce or m odify the du ration, area, or matter of such prov ision, and, in its reduced or modified

form, such provision shall then be enforceable and shall be enforced.

13.5 P R O M O TER shall have the right to assign, license, or transfer any or al l of the rights

granted to and hereund er to any person, firm or corp oration, provided that such assignee has the

financial ability to meet the Prom oter's obligations hereunder, and if any assignee shall assum e in

w riting PR O M O TER 's obligations hereunder, PRO M OT ER shall have no further obligations to

WRESTLER. WRESTLER may not assign, transfer or delegate his rights or obligations hereunder

and any attemp t to do so shall be void.

13.6 A ny no tices required or desired hereunder shall be in w riting and sent postage prepaid by

certified mail, return receipt requested, or by prepaid telegram addressed as follows, or as the parties

may hereafter in writing otherwise designate:

T O P R O M O T E R

O W RESTLER:

World W restling Entertainment, Inc. atthew R . Wiese

Attn: Edw ard L. Kaufm an

168 W . Village Drive

Executive Vice President and General Counsel

lendale, AZ 8530 8

1241 E. M ain Street

Stamford, CT 06 902

The date of mailing shall be deemed to constitute the date of service of any such notice by

PR O M O TER The date of receipt shal l be deemed to consti tute the date of service of any such

notice by W RESTL ER.

13.7 T his Agreement is made in C onnect icut and shal l be governed b y and interpre ted in

accordance with the law s of the S tate of Connecticut, exclusive of its provisions relating to conflicts

of law.

13 .8 The parties agree to subm it any and all disputes arising ou t of or relating in any w ay to this

Agreement exclusively to the jurisdiction of the United States District Court of Connecticut. The

prov ision to subm it all claims, disputes or m atters in qu estion to the Federal court in the State of

Connecticut shall be specifically enforceable; and each party, hereby waiving personal service of

process and v enue, consents to jurisdiction in Connecticut for purpo ses of any other party

seeking or securing any legal and/or equitable relief.

13 .9 In no circumstances, w hatsoever, shall either party to this Agreement b e liable to the other

2 0





party for any punitive or exemplary damages; and all such damages, whether arising out of the

breach of this Agreement or otherwise, are expressly w aived.

14. CON FIDENTIALITY

14 .1 (a) Other than as may be required by applicable law, governm ent order or regulations, or by

order or decree of the Court , WR EST LE R hereby acknow ledges and agrees that in further

consideration of PRO M O TER 'S entering into this Agreement, and continued Agreem ent,

WR EST LE R shall not, at any time during this Agreement, or after the termination of this Agreement

for any reason w hatsoever, disclose to any person, organization, or pub lication, or utilize for the

benefit or profit of W RES TL ER or any other person or organization, any sensitive or otherwise

confidential business information, idea, proposal, secret, or any proprietary information ob tained

while with PR OM OTER and/or regarding PR OM OTER , its employees, independent contractors,

agents, officers, directors, subsidiaries, affiliates, divisions, representatives, or assigns. Included in

the foregoing, by w ay 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 p arts of costum es, accessories,

crowns, inventions, championship, title or other belts (if applicable) and any other tangible or

intangible materials w ritten, comp osed, subm itted, added, imp rovised, or created by or for

WR ESTL ER in connection w ith appearances in the Programs, information regarding any contractual

relationships maintained by P RO M OT ER and/or the terms thereof, and/or any and all information

regarding w restlers engaged by P RO M OTER .

(b) Notw ithstanding the foregoing, WR ESTL ER 's obligation of confidentiality shall not

include information which:

(i)

at the time of disclosure was in the pub lic domain;

(ii)

after such disclosure, becomes generally available to the public other than

through any act or omission by W RES TLER ; and

(iii)

is required to be disclosed by any court of com petent jurisdiction, provided

that prior written notice of such disclosure is furnished to PRO M OT ER in a timely

manner in order to afford PR OM OT ER an opportunity to seek a protective order against

such disclosure.

14.2 W RE STL ER acknowledges and agrees that its agreement to be bou nd by the terms hereof is

a material condition of PR OM OT ER'S w ill ingness to use and continue to use WR ESTL ER's

services. Other than as may b e required by app licable 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 o f the specific terms and conditions of this

Agreem ent; and both p arties w arrant 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 Agreem ent to his lawy ers, agents, financial

advisers and spouse and PR O M O TER shall be free to disclose the terms and conditions of this

Agreem ent to its lawyers, accountants and to those employees w ho have a legitimate need to know

21




such information.

14.3 T his Agreement any am endments thereto may be execu ted in counterparts, each of w hich

shall be deemed to b e an original and all of which taken together shall be deemed to constitute

the same instrument. Cou nterparts may be ex ecuted ei ther in original or faxed form and the

parties adopt any signatu res received by a receiving fax m achine as original signatures of the

parties.

All of the terms and con ditions of any Adden da or Schedu les are incorporated herein by

reference and made a p art hereof.

IN W ITNES S W HE REO F, the parties have executed this Agreement on the day and year written

below.

WORL D WRESTL IN G

ENTERTAINMENT, INC.

_ ( PROM OTER )

of Talent Relations

Date`

2

3f

S T AT E O F C O N N E C T I C UT

ss: Stamford

C O U N T Y O F F A I R F IE L D

M AT T H E W R . W I E S E

( W R E S T LE R )

By:

M t fh e w R W i es e

Date:

O n

L

2 4

004 before me personally came John L aurinaitis, Vice

President of Tent Relations, to me known, and known to me to be the individual described in, and

who executed the foregoing, and duly acknowledged to me that he is a duly authorized corporate

officer of W orld Wrestling Entertainment, Inc., and that he executed the same on behalf of said

Company.

WITN ESS my hand and notarial seal this

___

day of

K u

2004.

l

~

tart' Pub l ic U

M y comm iss ion exp i re s:

MARGARET.

- T U A

NOTAR ;ZBLI ;E

M Y C O M M I S S IO N

EXPIRES

JULY` 31, 2007

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STATE OF

ss

COUN TY OF

y i7)

I am a N otary Public for said Cou nty and State, do hereby certify that Matthew R . Wiese

personally app eared before me this day and acknow ledged the due execution of the foregoing

instrument to be his free act and deed for the pu rposes therein expressed.

WITN ESS my hand and notarial seal this

l

day of

~

2004.

Notary Pub lic

My commission expires:

t4 CY

.2 O

nllarc9Y

~

, •

3

G:\Department\Legal




S C H E D U L E A

O R I G I N A L I N T E L L E C T U A L P R O P E R T Y

M A T T H E W R . W I E S E

M AT T W I E S E

24

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S C H E D U L E B

E X C E PT IO N S T O W A R R A N T Y

P E N D I N G C O N T R A C T S / C L A Il V IS /L I T IG A T I O N W H I C H M A Y I N T E R F E R E O R

C O N F L I C T W I T H

W R E S T L E R 'S P E R F O R M A N C E A N D / O R G R A N T O F R I G H T S

NONE

Luther Reigns 2004 Contract

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Transcript of Luther Reigns 2004 Contract