SEC Filing Reveals New Details on WWE President Nick Khan’s Contract

An SEC filing has provided some new details on new WWE President and Chief Revenue Officer Nick Khan’s contract. As previously reported, WWE announced the hiring of Khan yesterday. The filing, available on WWE’s corporate website, is as follows:

“On August 5, 2020, World Wrestling Entertainment, Inc. (the “Company”) issued a press release announcing the hiring of Nick Khan as the Company’s President & Chief Revenue Officer, effective as of August 3, 2020.

Khan, a former practicing attorney, transitioned to International Creative Management (ICM) in 2006 where he launched their Sports Media department and represented the biggest names in sports broadcasting. Since 2012, Khan has served as the Co-Head of the Television Department for Creative Artists Agency LLC (CAA). During his tenure there, Khan continued to represent the top broadcasters while also representing WWE, the Southeastern Conference (SEC), Top Rank Boxing and others helping to negotiate billions of dollars in media deals on their behalf.

Effective August 3, 2020, the Company and Mr. Khan entered into an employment agreement (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Khan will receive an initial annual base salary of $1,200,000. He will be eligible to participate in the Company’s annual management incentive plan with a target incentive award for 2020 of $1,900,000 (prorated for the remaining portion of calendar 2020). In addition, Mr. Khan will receive a sign-on bonus of $5,000,000, which is subject to certain repayment requirements if he voluntarily leaves the Company without good reason or is terminated for cause as follows: (i) within the first 12 months, Mr. Khan will reimburse the Company the full $5,000,000; (ii) between 12-24 months, Mr. Khan will reimburse the Company $3,100,000; and (iii) between 24-36 months, Mr. Khan will reimburse the Company $1,200,000. In addition, Mr. Khan will receive a sign-on grant of performance stock units of the Company’s Class A common stock valued at $15,000,000 which, subject to satisfaction of certain performance metrics, will vest 40% in September 2022 and 60% in September 2025. He will also be eligible to participate in the Company’s performance/restricted stock program and will have an initial target equity award of $1,900,000 (prorated for the remaining portion of calendar 2020). If Mr. Kahn is terminated by the Company without cause prior the fifth anniversary of his employment start date, he will be entitled to receive his then-current base salary for the remainder of such five-year term. Mr. Khan will also receive certain relocation expense benefits that are repayable if he voluntarily terminates his employment without good reason or is terminated for cause within the first 12 months. Mr. Khan will also receive retirement, health and welfare and other benefits and will participate in plans generally available to other executive officers of the Company. Further details concerning the Company’s executive compensation program are described in the Company’s definitive proxy statement for the 2020 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 6, 2019, under the heading “Executive Compensation”.”

Some highlights from the Employment Agreement:

The parties agree that the term of this Agreement, and Khan’s employment, is intended to be five (5) years from Khan’s anticipated start date of August 5, 2020 (the “Term”). However, irrespective of the intended Term, Khan’s employment shall, at all times, be on an at-will basis, so that either WWE or Khan may terminate his employment, and this Agreement, with or without cause or reason, at any time; however, if Khan intends to terminate his employment, he shall provide WWE with at least 60 days advance written notice. However, early termination of this Agreement shall be subject to the provisions below concerning post-termination payments to Khan and/or reimbursements due WWE.

Khan is required to relocate by no later than August 31, 2020 to work primarily out of WWE’s Stamford office currently located at 1241 East Main Street, Stamford, CT. As a relocation expense benefit, and subject to WWE’s standard Relocation Expense Reimbursement Policy, WWE will provide Khan with the following:

Up to 6 Months of Temporary Housing to be arranged for by WWE or Khan (however, if arranged for by Khan the cost must be pre-approved by WWE), and paid directly to the provider by WWE; and

Reimbursement for costs of shipment of household goods from California to Connecticut upon relocation to Connecticut.
If within 12 months of his start date of work, Khan voluntarily terminates employment without “good reason” as defined in Subsection (d)(v) of this Section, or his employment is terminated by WWE for “cause” as defined in WWE’s then current Severance Policy (or if WWE does not then have a Severance Policy in place, then as defined in the current WWE Severance Policy attached as Exhibit A), Khan must reimburse WWE 100% of relocation costs incurred by WWE on his behalf or which were otherwise reimbursed to Khan. Reimbursement is due WWE within 10 days following Khan’s last day of employment, and Khan authorizes WWE to reduce any final compensation due him to the maximum extent permissible by law to apply to any such amounts owed back to WWE. Accordingly, Khan’s execution of the attached Exhibit B is intended to cover this reimbursement as well.”