TKO publishes ‘Services and Merchandising’ agreement with Dwayne “The Rock” Johnson
TKO, the parent company of WWE, published the ‘Services and Merchandising’ agreement with Board of Directors member Dwayne “The Rock” Johnson. Select sections can been seen below…
(a) Subject to Section 4(e) below and the other terms and conditions of this Agreement, during the period commencing on the Effective Date and continuing for four (4) consecutive years (unless terminated earlier in accordance with the terms of this Agreement) (the “Services Period”), WWE engages Lender (and Lender accepts such engagement) as an independent contractor, to cause Talent to (i) provide the services described and identified in Schedule A attached hereto (the “Services”) and incorporated herein by this reference and (ii) execute the Inducement attached hereto as Exhibit B and incorporated herein by this reference (the “Inducement”). The manner, dates, times, duration and locations of all Services shall be subject to Lender’s prior approval in writing (including via email and other electronic means), provided that Lender and Talent shall use their reasonable good faith efforts to accommodate WWE’s requested scheduling of the Services, subject to Talent’s prior commitments and availability.
(b) To the extent Lender desires to utilize any third party service providers in connection with developing concepts, scripts, storylines, texts, themes, taglines or slogans or otherwise in connection with Talent’s performance of the Services, Lender may engage third party service providers with WWE’s prior written approval (“Lender Contractors”). If and to the extent such Lender Contractors are first approved in writing by WWE (which approval shall not be unreasonably withheld, conditioned or delayed), WWE shall reimburse Lender for the documented, out-of-pocket costs and expenses incurred by Lender in connection with the engagement of such Lender Contractor. WWE hereby consents to Lender’s engagement of [***], who shall be deemed an approved Lender Contractor for purposes of this Agreement; provided that, notwithstanding anything to the contrary in this Section 1(b), WWE shall reimburse Lender for [***]’s reasonable travel costs and expenses in connection with Talent’s services hereunder, and any additional costs for [***]’s services shall be mutually agreed by the parties.
6. Compensation; Payments; Expenses:
(a) Equity: In exchange for the performance of the Services by Talent and Talent’s grant of rights and licenses in connection therewith pursuant to the terms of Sections 4(a) through 4(d), WWE shall cause TKO to grant Talent, effective as of the Effective Date, a one-time equity award in respect of Class A common stock of TKO on the terms and conditions set forth in the Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement attached hereto as Exhibit C (the “Equity Award”). The number of units granted in the Equity Award shall be an amount equal to (i) $30,000,007 divided by (ii) the TKO Stock Price (which quotient shall be rounded up to the nearest whole number).
(b) Royalties. WWE shall also pay Talent the royalties as set forth in Schedule E (“Royalties”). Interest on any Royalties past due shall accrue at a rate of one and one half percent (1.5%) per month or, in the event that such interest rate exceeds the legal limit, then at the maximum legal rate. Lender’s receipt or acceptance of any Royalty Statement or Royalty paid pursuant to this Agreement (or the cashing of any check or draft constituting payment of any Royalty) shall not preclude Lender from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in any Royalty Statements or Royalty payments, WWE shall immediately rectify such inconsistencies or mistakes and shall pay the appropriate Royalty to Lender.
Click here to read the full agreement.