TKO GROUP HOLDINGS, INC. 2023 INCENTIVE AWARD PLAN



Participant:

▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Date of ▇▇▇▇▇:

January 22, 2024 (the “Date of Grant”)

Total Number of RSUs:

386,231 (each of which shall entitle the Participant to one share of Common Stock in accordance with the Grant Notice and Agreement)

Vesting Schedule:

Except as otherwise set forth in the Agreement, the RSUs shall vest in installments on each of the dates as set forth below:



Vest Date

Vest Quantity



Date of Grant

96,558



[***]

96,558



December 31, 2024

96,557



January 31, 2025

8,047



February 28, 2025

8,046



March 31, 2025

8,047



April 30, 2025

8,046



May 31, 2025

8,047



June 30, 2025

8,046



July 31, 2025

8,047



August 31, 2025

8,046



September 30, 2025

8,047



October 31, 2025

8,046



November 30, 2025

8,047



December 31, 2025

8,046



Notwithstanding the foregoing: [***].

Once vested, except as set forth in Section 7 of the Agreement, all of the RSUs are irrevocable and not subject to divestiture or other forfeiture.

TKO GROUP HOLDINGS, INC.

PARTICIPANT



By:    /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title:       CFO



1.

Grant of Restricted Stock Units.

(a) Grant.  The Company hereby grants to the Participant the number of RSUs set forth on the Grant Notice, on the terms and subject to the conditions set forth in the Grant Notice, this Agreement and the Plan.  The RSUs shall vest in accordance the terms and conditions set forth in the Grant Notice, the Services Agreement and this Agreement.  The RSUs shall be credited to a separate book-entry account maintained for the Participant on the books of the Company. 

(b) Incorporation by Reference.  The provisions of the Plan are incorporated herein by reference.  This Agreement shall be construed in accordance with the provisions of the Plan and any interpretations, amendments, rules and regulations promulgated by the Administrator from time to time pursuant to the Plan with the prior written consent of the Participant.  The Administrator shall have authority to interpret and construe the Plan, this Agreement and the Grant Notice, and to make any determinations under them, in respect of any questions or other matters arising under the Plan, this Agreement or the Grant Notice.  The Participant hereby agrees to accept as binding, conclusive and final all good faith decisions or interpretations of the Administrator upon any questions or other matters arising under the Plan, the Grant Notice or the Agreement (subject in all instances to the terms of this Agreement and the Grant Notice). The Participant acknowledges that the Participant has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan subject to the terms of this Agreement and the Grant Notice.

2.

Settlement.  Each RSU shall be settled within thirty (30) days following the date of vesting as set forth in the Grant Notice in shares of Common Stock.  Unless and until the RSUs have vested, the Participant will have no right to the payment of any shares of Common Stock subject thereto. 

3.

[Intentionally Omitted].    

4.

Adjustments.  Subject to the mandatory acceleration events in the Grant Notice, the Administrator may also elect to accelerate the vesting of all or a portion of the RSUs in such circumstances as it, in its sole discretion, may determine.  The Participant acknowledges that the RSUs and the shares of Common Stock subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan, including Sections 9, 11, 12, 13, 14 and 15 of the Plan.

5.

Rights as a Stockholder.  Neither the Participant nor any Person claiming under or through the Participant shall be deemed for any purpose to be the owner of any shares of Common Stock underlying the RSUs unless, until and to the extent that (a) the Company shall have issued and delivered to the Participant the shares of Common Stock underlying the RSUs and (b) the Participant’s name shall have been entered as a stockholder of record with respect to such shares of Common Stock on the books of the Company.  The Company shall cause the actions described in clauses (a) and (b) of the preceding sentence to occur promptly following settlement as contemplated by this Agreement, subject to compliance with applicable laws.

6.

Compliance with Legal Requirements.

(a) Generally.  The granting and settlement of the RSUs, and any other obligations of the Company under this Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required.  The Participant agrees to take all steps that the Administrator or the Company determines in good faith are reasonably necessary and consistent herewith to comply with all applicable provisions of U.S. federal and state securities law and non-U.S. securities law in exercising the Participant’s rights under this Agreement.

(b) Tax Withholding.

(i) In general.  Vesting and settlement of the RSUs shall be subject to the Participant’s satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations, if any.  The Company shall have the right and is hereby authorized to withhold from any compensation or other amounts owing to the Participant in connection with the RSUs or otherwise the amount (in cash, Common Stock, other securities or other property) of any applicable withholding taxes in respect of the RSUs, their settlement or any payment or transfer of the RSUs or under the Plan and to take any such other action as the Administrator reasonably deems necessary to satisfy all obligations for the payment of such withholding taxes, in each cash, in accordance with the Plan. Without limiting the foregoing, payment of the applicable tax withholding obligations with respect to the RSUs may be by any of the following, or a combination thereof, as reasonably determined by the Administrator:

(A)

In cash or by check; or

(B)

by such other method as elected by the Participant and that the Administrator may permit, in its reasonable discretion, including without limitation:  (x) in the form of other property having a Fair Market Value equal to all applicable withholding taxes; or (y) by means of a “net settlement” procedure effected by withholding the minimum number of shares of Common Stock otherwise deliverable that are needed to pay all applicable withholding taxes.   

(ii) Notwithstanding Section 6(b)(i), unless the Administrator otherwise reasonably determines or otherwise limited by applicable law,  (A) the Company shall withhold, or cause to be withheld, shares of Common Stock otherwise issuable under this Agreement in satisfaction of any applicable tax withholding obligations and (B)  the applicable tax withholding obligation will be determined based on the applicable statutory individual tax withholding rate permitted under the rules of the applicable taxing authority for tax withholding attributable to the underlying transaction; provided,  however, that (x) in no event shall the applicable withholding rate exceed the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid the liability classification of the applicable award under generally accepted accounting principles in the United States of America); and (y) the number of shares of Common Stock tendered or withheld, if applicable, shall be rounded up to the nearest whole share sufficient to cover the applicable tax withholding obligation, to the extent rounding up to the nearest whole share does not result in the liability classification of the RSUs under generally accepted accounting principles.

(iii) Notwithstanding the foregoing, the Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any of its

Affiliates takes with respect to any tax withholding obligations that arise in connection with the RSUs, and such liability and responsibility will not be affected by any Transfer of the RSUs in accordance with Section 8(a) below. Neither the Company or any of its Affiliates makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or settlement of the RSUs or the subsequent sale of shares of Common Stock. The Company or any Affiliate does not commit and are under no obligation to structure the RSUs to reduce or eliminate the Participant’s tax, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or other liability.

7.

Clawback.   Solely to the extent required by applicable law or the rules and regulations of the NYSE or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted (as may be amended from time to time), the RSUs shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Agreement).  For the avoidance of doubt, the Company agrees that the RSUs are not “incentive-based compensation” under the rules and regulations of the NYSE as in effect on the Date of Grant. 

8.

Miscellaneous.

(a) Transferability.  The RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered (a “Transfer”) by the Participant other than as part of a Permitted Transfer.  Notwithstanding anything in the Plan to the contrary, for purposes of this Agreement, a “Permitted Transfer” means a Transfer by the Participant (i) to an Affiliate (as defined in the Services Agreement) of the Participant controlled by the Participant, (ii) by will or by the laws of descent and distribution, (iii) pursuant to a DRO, and/or (iv) to any estate planning vehicle or for any estate planning purpose, including, without limitation, to (A) any Immediate Family Members of the Participant, (B) any trust that has been established for estate planning purposes so long as the Participant has at all times the right to control such trust, and (C) to a partnership or limited liability company whose only partners or shareholders are at all times the Participant and the Participant’s Immediate Family Members, in each case, to the extent not prohibited by applicable law.  Any attempted Transfer of the RSUs contrary to the provisions hereof (including any Transfer prohibited by applicable law), and the levy of any execution, attachment or similar process upon the RSUs, shall be null and void and without effect.  The Company will not be required to (i) reflect on its books any Transfer of RSUs in violation of this Agreement or (ii) treat as owner of RSUs any purchaser or other transferee receiving RSUs in such Transfer.

(b) Waiver.  Any right of the Company contained in this Agreement may be waived in writing by the Administrator.  Any right of the Participant contained in this Agreement may be waived in writing only by the Participant.  No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages.  No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.

(c) Section 409A.  The RSUs are intended to be exempt from, or compliant with, Section 409A of the Code and shall be interpreted accordingly and each payment hereunder shall be considered a separate payment for purposes of Section 409A of the Code.  Further, for the avoidance of doubt, the treatment or interpretation of the RSUs (or any other restricted stock units granted under the Plan) for purposes of Section 409A of the Code shall in no way affect the treatment or interpretation of any other restricted stock units granted under the Plan or otherwise.  Notwithstanding the foregoing or any provision of the Plan or this Agreement, if any provision of the Plan or this Agreement contravenes Section 409A of the Code or could cause the Participant to incur any tax, interest or penalties under Section 409A of the Code, the Administrator may, in its sole discretion and without the Participant’s consent, modify such provision to (i) comply with, or avoid being subject to, Section 409A of the Code, or to avoid the incurrence of taxes,

interest and penalties under Section 409A of the Code, and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A of the Code.  This Section 8(c) does not create an obligation on the part of the Company to modify the Plan or this Agreement and does not guarantee that the RSUs will not be subject to interest and penalties under Section 409A of the Code.

(d) Notices.  Any notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by pdf/email or overnight courier, or by postage-paid first-class mail.  Notices sent by mail shall be deemed received three business days after mailing but in no event later than the date of actual receipt.  Notices shall be directed, if to the Participant, at the Participant’s address indicated by the Company’s records, or if to the Company, to the attention of the Chief Legal Officer at the Company’s principal executive office.

(e) Severability.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

(f) No Rights to Employment, Directorship or Service.  Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or any of its Affiliates or shall interfere with or restrict in any way the rights of the Company or any of its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever, subject to the terms and conditions any written agreement now existing or hereafter entered into between the Company of a Subsidiary and the Participant including the Services Agreement.

(g) Limitation on Participant’s Rights.  Participation in the Plan confers no rights or interests other than as herein provided.  This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust.  Neither the Plan nor any underlying program, in and of itself, has any assets.  The Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs.

(h) Fractional Shares.  In lieu of issuing a fraction of a share of Common Stock resulting from adjustment of the RSUs pursuant to Section 9 or Section 12 of the Plan or otherwise, the Company shall be entitled to pay to the Participant an amount in cash equal to the Fair Market Value of such fractional share.

(i) Beneficiary.  The Participant may appoint any individual or legal entity in writing as his beneficiary to receive any shares of Common Stock in respect of the RSUs (to the extent not previously terminated or forfeited) under this Agreement upon the Participant’s death or becoming subject to a Disability (as defined in the Services Agreement).  The Participant may revoke his designation of a beneficiary at any time and appoint a new beneficiary in writing.  To be effective, the Participant must complete the designation of a beneficiary or revocation of a beneficiary by written notice (in the Company’s applicable form) to the Company under Section 8(d) hereof before the date of the Participant’s death.  In the absence of a beneficiary designation, the Participant’s beneficiary shall be his spouse (or domestic partner if such status is recognized by the Company and in such jurisdiction), or if the Participant is otherwise unmarried at the time of death, his estate.

(j) Successors and Assigns.  The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.

(k) Entire Agreement.  This Agreement, the Grant Notice and the Plan, together with any Rule 10b5-1 instruction or plan by the Participant in effect from time to time that covers the restricted stock units granted hereby, contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto; provided that nothing herein or therein modifies or otherwise affects the Participant’s rights and obligations under the Services Agreement. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent under the Plan subject in all instances to the terms hereof.

(l) Governing Law.  This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware.

(m) Dispute Resolution.  All disputes arising out of or in any way connected with the Plan, the Grant Notice, this Agreement or the RSUs shall be solely and finally settled in accordance with the dispute resolution provisions of Section 15(b) of the Services Agreement, which provisions are incorporated herein by reference and made a part hereof mutatis mutandis.

(n) Waiver of Jury Trial.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

(o) Headings.  The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(p) Electronic Signature and Delivery.  By accepting this Agreement, the Participant consents to the electronic delivery of prospectuses, annual reports and other information required to be delivered by U.S. Securities and Exchange Commission rules (which consent may be revoked in writing by the Participant at any time upon three business days’ notice to the Company, in which case subsequent prospectuses, annual reports and other information will be delivered in hard copy to the Participant).  Without limiting the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.