Exhibit 10.16A



WORLD WRESTLING ENTERTAINMENT, INC.



AGREEMENT FOR PERFORMANCE STOCK UNITS



THIS AGREEMENT FOR PERFORMANCE STOCK UNITS (this “Agreement”) is entered into as of February ___, 2016, by and between World Wrestling Entertainment, Inc., a Delaware corporation (the “Company”), and <Employee Name> a management employee of the Company (the “Employee”).



WHEREAS, the Company’s Board of Directors has approved a 2016 Omnibus Incentive Plan (the “Plan”) and the Company will be seeking approval of the Plan at the 2016 annual meeting (the “Stockholder Approval”);



WHEREAS, the Company intends to make a grant under the Plan of performance stock units (each a “Performance Stock Unit” or “PSU”), which grant shall be conditional upon receipt of the Stockholder Approval and subject to the Company meeting certain prescribed performance criteria and, if those conditions are met, subject to vesting based on Employee’s continued employment with the Company as provided herein; and



WHEREAS, Employee wishes to receive such Performance Stock Units in accordance with the Plan and this Agreement;



NOW, THEREFORE, in consideration of the premises and the mutual covenants stated herein, and intending to be legally bound, the Company and Employee hereby agree as follows:





Each capitalized term used in this Agreement shall have the meaning ascribed to that term in the Plan unless otherwise defined herein.  The following capitalized terms shall have the respective meanings set forth below:











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With respect to each PSU, whether or not vested, that has not been forfeited (but only between the end of a fiscal period for which the Performance Criteria have been met and the time that the underlying Shares have been issued), the Company shall, with respect to any cash dividends paid to Shares (based on the same record and payment date as the dividends paid on such Shares) accrue into the Employee Account the number of Shares (“Dividend Units”) as could be purchased with the aggregate dividends that would have been paid with respect to such PSU if it were an outstanding Share (together with any other cash accrued in the Employee Account at that time) at the price per Share equal to the closing price on the New York Stock Exchange (NYSE) (or a comparable price, if the Shares are not then listed on the NYSE) on the date of the dividend payment.  These Dividend Units thereafter (i) will be treated as PSUs for purposes of future dividend accruals pursuant to this Section 4; and (ii) will vest in such amounts (rounded to the nearest whole Dividend Unit) at the same time as the PSUs with respect to which such Dividend Units were received.  Any dividends or distributions on Shares paid other than in cash shall accrue in the Employee Account and shall vest at the same time as the PSUs in respect of which they are made (in each case in the same form, based on the same record date and at the same time, as such dividend or other distribution is paid on such Share). 





Except as provided for vesting on termination of employment following a Change in Control as contemplated in Section 3(c)(ii) or vesting as part of a severance arrangement as contemplated in Section 3(c)(i), upon termination of Employee’s employment (regardless of whether caused by resignation, termination by the Company, death, disability or otherwise), each PSU, Dividend Unit and other remaining accrued dividends in the Employee Account, in each case that has not previously vested, shall be forfeited by the Employee to the Company.  Employee shall thereafter have no right, title or interest in such unvested PSUs, Dividend Units and accrued dividends and distributions and Employee shall immediately return to the Secretary of the Company any and all documents representing such forfeited items.  Upon such termination of employment any vested PSUs, Dividend Units and dividends and distributions thereon that have not been issued and paid in accordance herewith shall immediately be paid or issued, as the case may be, to the Employee (and in all events within such period of time as may be permitted by Section 409A of the Code). 





This Agreement shall not give Employee any right to employment or continued employment, and the Company may terminate Employee’s

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employment or otherwise treat Employee without regard to any effect such termination may have upon Employee under this Agreement. 





Notwithstanding anything in this Agreement to the contrary, each and every term, condition and provision of this Agreement shall be, and shall be construed to be, consistent in all respects with all terms, conditions and provisions of the Plan.  If any term, condition or provision of this Agreement is (or is alleged to be) inconsistent with the Plan in any respect, the Plan shall govern in all circumstances.





This Agreement and the Plan contain all terms and conditions with respect to the subject matter hereof and no amendment, modification or other change hereto shall be of any force or effect unless and until set forth in a writing executed by Employee and the Company (in each case except for such amendments as the Company is expressly authorized hereunder, or under the Plan, to make without Employee’s consent).  No amendment to the Plan after the date hereof shall affect the terms and conditions hereof in a manner that is adverse to the Employee.





This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without giving effect to principles of conflicts of law.  If any dispute arises with respect to this Agreement or any matter hereunder, (x) such dispute shall be submitted to the Federal or state courts sitting in the State of Connecticut, with each party waiving any defense to such venue; and (y) each party irrevocably waives its right to a jury trial.  The prevailing party shall be reimbursed by the other party for any costs of any proceeding relating to this Agreement in any matter hereunder incurred by the prevailing party, including reasonable attorneys’ fees and costs.



Employee shall be liable for any and all taxes, including withholding taxes, arising out of this grant or the vesting of PSUs or distribution of Shares hereunder. Employee may elect to satisfy such withholding tax obligation by having the Company retain Shares having a fair market value equal to the Company's minimum withholding obligation.





The grant  of PSUs hereunder is subject to the condition  of receiving the Stockholder Approval, and in the event that Stockholder Approval  is denied, the PSUs shall terminate ab initio and be of no further force and effect.    

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Pending Stockholder Approval, no PSUs or Dividend Units shall vest and no Shares shall be issued  or issuable.



By signing or electronically acknowledging this Agreement, the Employee agrees to the attached Appendix A if located outside the United States.



IN WITNESS WHEREOF, Employee has executed or electronically acknowledged this Agreement and the Company has caused this Agreement to be executed by its duly authorized officer, all as of the day and year first above written.



EMPLOYEEWORLD WRESTLING

ENTERTAINMENT, INC.





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Exhibit A





Individual Target PSU Award

<PSU Target Amount>





Performance Criteria





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