VIACOMCBS BONUS DEFERRAL PLAN PART A


(2021 Restatement)


 






    	 	 	 



     


    

Table of
Contents


 


	Section 1. Establishment and Purpose of the Plan	3 
	  1.1	Establishment	3 
	  1.2	Purpose	3 
	Section 2. Definitions	3 
	Section 3. Participation	5 
	  3.1	Election to Participate	5 
	  3.2	Amount of Elections	5 
	Section 4. Individual Account	5 
	  4.1	Creation of Accounts	5 
	  4.2	Joint Payment Option Election	5 
	  4.3	Investments	7 
	  4.4	Account Statements	8 
	Section 5. Payment	8 
	  5.1	Payment on Account of Termination of Employment for Reasons Other than Disability	8 
	  5.2	Payment on Account of Disability	8 
	Section 6. Nature of Interest of Participant	9 
	Section 7. Hardship Distributions and Deferral Revocations	9 
	Section 8. Beneficiary Designation	9 
	Section 9. Administration	10 
	  9.1	Administrative Committee	10 
	  9.2	Powers of the Administrative Committee	10 
	  9.3	Claims Procedure	10 
	  9.4	Finality of Administrative Committee Determinations	10 
	  9.5	Severability	10 
	  9.6	Governing Law	10 
	  9.7	Gender	11 
	Section 10. No Employment Rights	11 
	Section 11. Amendment, Suspension, and Termination	11 



 



 








    	 	 	 



     


    

Section
1. Establishment and Purpose of the Plan.


1.1       Establishment.
The Viacom Bonus Deferral Plan was adopted as of August 28, 2002 as an unfunded plan of voluntarily deferred compensation
for the benefit of Participants. As of December 31, 2005, it was renamed the CBS Bonus Deferral Plan, and as of October 1, 2021, it is
hereby amended and restated as the ViacomCBS Bonus Deferral Plan. Any Eligible Employee who is identified by the Company on or after
August 28, 2002 as a reporting person for purposes of Section 16 of the Securities Exchange Act of 1934 (“Reporting Employees”)
or any employee of an Employer who is eligible to participate in the CBS Bonus Deferral Plan, or as applicable its successors, including
the ViacomCBS Bonus Deferral Plan, and whose securities may be attributable to a Reporting Employee for purposes of Section 16 of the
Securities Exchange Act of 1934 shall no longer be eligible to participate in this Plan, and shall instead be eligible to participate
in the CBS Bonus Deferral Plan for Designated Senior Executives, or as applicable its successors, including the ViacomCBS Bonus Deferral
Plan for Designated Senior Executives (the “Executive Bonus Deferral Plan”). Any deferrals made under the Plan by any Reporting
Employee who was a participant in the Plan on August 28, 2002 and by any Reporting Employee (or any other Eligible Employee whose securities
may be attributable to a Reporting Employee) prior to the date he becomes a Reporting Employee (or the date his securities are attributable
to a Reporting Employee) were transferred to the Executive Bonus Deferral Plan as of December l , 2005 or, if later, as of the date he
becomes a Reporting Employee (or the date his securities are attributable to a Reporting Employee).


 


1.2       Purpose.
The purpose of Part A of this Plan is to provide the means by which an Eligible Employee could have, in certain circumstances, elected
to defer receipt of a portion of his cash bonus paid under the CBS Corporation Short Term Incentive Plan and any other comparable annual
cash bonus plan sponsored by any Employer prior to January 1, 2005. All deferrals on or after January 1, 2005, are governed by Part B
of the Plan.


 


Section 2. Definitions.


The following words and phrases as
used in Part A of this Plan have the following meanings:


 


2.1 The term “Account”
shall mean a Participant’s individual account, as described in Section 4 of the Plan.


 


2.2 The term “Administrative
Committee” means (i) for the periods prior to June 1, 2020, the CBS Retirement Committee, and (ii) for the periods on and after
June 1, 2020, the ViacomCBS Administrative Committee. The Administrative Committee may act on its own behalf or through the actions of
its duly authorized delegate or delegates.


 


2.3 The term “Board of Directors”
means the Board of Directors of the Company.


 


2.4 The term “Bonus”
means any cash bonus paid under the CBS Corporation Short-Term Incentive Plan and any other comparable annual cash bonus plan sponsored
by any Employer.


 






    	 	 	 



     


    

2.5 The term “Bonus Deferral
Contributions” means the portion of the Participant’s Bonus that he elected to defer under the terms of Part A of this Plan.
The portion of any Bonus earned in the year 2002 that an Eligible Employee elected to defer under the CBS Excess 401(k) Plan shall be
deferred under this Plan, and shall not be recognized under the CBS Excess 401(k) Plan.


 


2.6 The term “Company”
shall refer to (i) CBS Corporation and its subsidiaries for periods prior to December 4, 2019, and (ii) ViacomCBS Inc. for the periods
on and after December 4, 2019.


 


2.7 The term “Disability”
or “Disabled” means that a Participant (i) has been determined to be disabled by the Social Security Administration, or (ii)
is receiving benefits under the provisions of the long-term disability plan covering such Participant that is sponsored by or participated
in by the Participant’s Employer. The date a Participant meets the definition of Disability shall be treated as the date he terminates
employment for purposes of Section 5 of the Plan.


 


2.8 The term “Eligible Employee”
means an employee of an Employer who is an eligible employee under the CBS Excess 401(k) Plan, and as applicable its successors. If an
employee becomes an Eligible Employee in any Plan Year, such employee shall remain an Eligible Employee for all future Plan Years during
which the Eligible Employee remains an eligible employee under the CBS 401(k) Excess Plan, and as applicable its successors. In no event
shall any Reporting Employee be considered an Eligible Employee under this Plan.


 


2.9 The term “Employer”
means the Company and any affiliate or subsidiary that adopts the Plan on behalf of its Eligible Employees.


 


2.10 The term “Investments
Committee” means (i) for the periods prior to June 1, 2020, the Investments Committee for CBS Defined Contribution Plans, and (ii)
for the periods on and after June 1, 2020, the ViacomCBS Investments Committee.


 


2.11 The term “Investment Options”
means (i) prior to January 1, 2014, the investment funds available to participants in the CBS 401(k) Plan, excluding the Self-Directed
Brokerage Account, (ii) effective as of January 1, 2014 through December 31, 2014, the notional investment options selected by the CBS
Retirement Committee in its sole discretion, and (iii) effective as of January 1, 2015, means the notional investment options elected
by the Investments Committee, in its sole discretion.


 


2.12 The term “Joint Payment
Option” means the Participant’s joint payment option election in accordance with Section 4.2 with respect to the distribution
upon his termination of employment of amounts credited to his account in the CBS Excess 401(k) Plan, or as applicable its successors,
including the ViacomCBS Excess 401(k) Plan, to his Account in this Plan.


 


2.13 The term “Participant”
means an Eligible Employee who elects to have Bonus Deferral Contributions made to the Plan.


 






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2.14 The term “Plan”
means (i) for the periods prior to October 1, 2021, the CBS Bonus Deferral Plan, and (ii) for the periods on and after October 1, 2021,
the ViacomCBS Bonus Deferral Plan.


 


Section 3. Participation.


3.1
       Election to Participate.


(a)       Prior
to January 1, 2005, an Eligible Employee must have elected to participate in the Plan.


 


(b)       Any
election to defer a portion of a Bonus earned in the year 2002 that was made by an Eligible Employee prior to August 28, 2002 under the
CBS Excess 401(k) Plan shall be recognized by and be deemed to have been made under this Plan, and such Eligible Employee shall have become
a Participant in this Plan on August 28, 2002.


 


(c)       For
the Plan Year in which an employee first became an Eligible Employee, such Eligible Employee must have elected to make a Bonus Deferral
Contribution with respect to any Bonus scheduled to be paid in the next succeeding calendar year within 30 days of the date he first became
an Eligible Employee in order for the election to be valid. Prior to December 31 of each Plan Year, an Eligible Employee could have elected
to make a Bonus Deferral Contribution with respect to any Bonus scheduled to be paid in the second succeeding calendar year. For example,
prior to December 31, 2002, an Eligible Employee may have made a Bonus Deferral Contribution election with respect to any cash bonus to
be earned in 2003 that was scheduled to be paid in 2004 under the CBS Corporation Short-Term Incentive Plan. An Eligible Employee could
have made an Excess Bonus Deferral Contribution election whether or not such employee previously has made, or currently has in effect,
any Excess Salary Reduction Contribution election. On and after January 1, 2005, all Bonus Deferral Contributions are deferred under Part
B of the Plan.


 


3.2       Amount
of Elections. Each election filed by a Participant must have specified the amount of Bonus Deferral Contribution in a whole
percentage between 1% and 15% of the Participant’s applicable Bonus.


 


Section 4. Individual Account.


4.1       Creation
of Accounts. The Company will maintain an Account in the name of each Participant. Each Participant’s Account will be
credited with the amount of the Participant’s Bonus Deferral Contributions made in all Plan Years, including any Bonus Deferral
Contributions for the Bonus earned in the year 2002 that are attributable to Bonus Deferral Contribution elections originally made under
the CBS Excess 401(k) Plan.


 


4.2
       Joint Payment Option Election.


(a)       With
respect to each Participant in the Plan on August 28, 2002 who was immediately prior to that date a participant in the CBS Excess 401(k)
Plan, any Joint Payment Option election recognized under the CBS Excess 401(k) Plan shall apply to the total amount credited to the Participant’s
Account in this Plan, together with the total amounts credited to the Participant’s account in the CBS Excess 401(k) Plan.


 






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(b)       (i)
If an Eligible Employee who first became a Participant in this Plan after August 28, 2002 and was a Participant in the CBS Excess 401(k)
Plan, any Joint Payment Option election recognized at such time under the CBS Excess 401(k) Plan regarding any Excess Salary Deferral
Contributions made by the Participant under the CBS Excess 401(k) Plan shall apply to the Participant’s Account in this Plan, together
with the total amounts credited to the Participant’s account in the CBS Excess 401(k) Plan.


 


(ii)       If
such Eligible Employee was not a participant in the CBS Excess 401(k) Plan and, therefore, did not have in effect a Joint Payment Option
election under such Plan, the Eligible Employee shall elect a Joint Payment Option under this Plan at the same time that the Eligible
Employee files his initial election to commence participation in the Plan pursuant to Section 3.2. Any such Joint Payment Option election
made by the Participant in this Plan shall also apply to any future Excess Salary Deferral Contributions that the Participant may make
under the CBS Excess 401(k) Plan, or its successors, including the ViacomCBS Excess 401(k) Plan.


 


(c)       A
Participant may elect to receive his entire Account in either of the following Joint Payment Options: (l) a single lump sum; or, (2) annual
payments over a period of two, three, four or five years in annual payments on or about January 31st beginning in the calendar
year immediately following the end of the Plan Year in which the Participant terminates employment. If no Joint Payment Option election
is made in accordance with the terms of the Plan, a Participant shall be deemed to have elected to receive his Account in a single lump
sum on or about January 31st of the calendar year immediately following the end of the Plan Year in which the Participant terminates
employment. If a Participant makes a Joint Payment Option election to receive payments in a single lump sum, such lump sum shall be payable
on or about January 31st of the calendar year immediately following the end of the Plan Year in which the Participant terminates
employment, unless the Participant elects to be paid on or about January 31st of the second, third, fourth, or fifth calendar
year following the year in which the Participant terminates employment. In the event a Participant elects to receive annual payments over
a period of two or more years, such annual payments shall be made in substantially equal annual payments, unless the Participant designates
at the time of making his Joint Payment Option election a specific percentage of his Account to be distributed in each year. All specified
percentages must be a whole multiple of 10% and the total of all designated percentages must be equal to 100%.


 


Example 1: If a Participant elects
(or is deemed to elect) a Joint Payment Option that provides for a lump sum payment and terminates employment in 2022, such lump sum shall
be paid on or about January 31, 2023. A Participant alternatively could designate January 31st of 2024, 2025, 2026 or 2027
in which to receive his lump sum.


 


Example 2: If a Participant elects
a Joint Payment Option that provides for annual payments over a period of four years and terminates employment in 2022, each payment paid
on or about January 31st, 2023 through 2026 will be comprised of approximately 25% of the Participant’s Account as of
the Participant’s date of termination. A Participant alternatively could designate 10% of his Account to be distributed in January
2023, 20% in January 2024, 30% in January 2025 and 40% in January 2026; or, any other combination of percentages which totals 100%.


 






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(e)       Any
change of Joint Payment Option election made by a Participant under the CBS Excess 401(k) Plan, or its successors including the ViacomCBS
Excess 401(k) Plan, shall apply to the Participant’s Account in this Plan. A Participant may change his Joint Payment Option no
more than three times over the course of his employment with the Company or any affiliate. A Participant may change an existing Joint
Payment Option election only one time in any calendar year. Any change of a Participant’s existing Joint Payment Option election
made less than six months prior to the Participant’s termination of employment for any reason shall be null and void and the Participant’s
last valid Joint Payment Option shall remain in effect.


 


4.3       Investments.


(a)           
Prior to January 1, 2014, all Bonus Deferral Contributions were credited through December 31st
of the calendar year in which the Participant terminates employment with an amount equal to such amount which would have been earned had
such contributions been invested in the same Investment Options and in the same proportion as the Participant may elect, from time to
time, to have his Salary Reduction Contributions and Matching Employer Contributions invested under the CBS 401(k) Plan, or its successors
including the ViacomCBS 401(k) Plan; or if no such election has been made, in the PRIMCO Stable Value Fund (or any successor fund).


 


Effective as of January 1, 2014,
a Participant may select from a list of notional Investment Options how the balance of his Account will be invested. If no selection is
made, the Participant’s Account will be notionally invested in the “qualified default investment alternative” (within
the meaning of CBS 401(k) Plan, or its successors including the ViacomCBS 401(k) Plan) in effect from time to time. Earnings and losses
received on the Participant’s notional investments will be credited to the Participant’s Account in the manner designated
by the Investments Committee. The Investments Committee shall develop such procedures as it, in its discretion, deems advisable with respect
to the selection of notional investments by Participants and the reflection of value attributable to such notional investments in their
Accounts, including, without limitation, procedures which restrict a Participant’s ability to notionally invest in certain Investment
Options.


 


(b)          
(i) Prior to October 2, 2017, if a terminated Participant elected (or was deemed to elect) a single
lump sum Joint Payment Option payable in the first calendar year following the calendar year in which the Participant terminated employment,
no additional adjustments were made to the Participant’s Account after December 31st of the calendar year in which the Participant
terminated employment. If a Participant elected a single lump sum Joint Payment Option payable in the second, third, fourth or fifth calendar
year following the calendar year in which the Participant terminated employment, the Participant’s Account was credited with earnings
based on the rate of return in the PRIMCO Stable Value Fund (or any successor fund) beginning January 1st of the calendar year following
the year in which the Participant terminated employment and continuing through December 31st of the calendar year immediately
preceding the calendar year in which the single lump sum was paid.


 






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(ii)       
Effective October 2, 2017, if a terminated Participant elected (or is deemed to elect) a single lump sum Joint Payment Option payable
in the first calendar year following the calendar year in which the Participant terminates employment, or if the Participant elects a
single lump sum Joint Payment Option payable in the second, third, fourth or fifth calendar year following the calendar year in which
the Participant terminates employment, the Participant’s Account shall be credited with earnings based on the rate of return of
his selected Investment Options (or such Investment Options selected by the Investments Committee) until such time as the date upon which
the single lump sum payment is determined and paid.


 


(c)           
(i) Prior to October 2, 2017, if a terminated Participant elected annual payments, no additional
adjustments were made to any amount payable in the first calendar year following the year in which the Participant terminated employment.
For any annual payments made in the second, third, fourth or fifth year following the calendar year in which the Participant terminated
employment, the Participant’s Account was credited with earnings based on the rate of return in the PRIMCO Stable Value Fund (or
any successor fund) beginning January 1st of the calendar year following the year in which the Participant terminated employment and continuing
through December 31st of the calendar year immediately preceding the calendar year in which each payment was made.


 


(ii)       
Effective October 2, 2017, if a terminated Participant elects annual payments, the Participant’s Account shall be credited with
earnings based on the rate of return in his selected Investment Options (or such Investment Options selected by the Investments Committee)
until such time as the date upon which each annual payment is determined and paid.


 


(d)          
No provision of this Plan shall require the Company or the Employer to actually invest any amounts
in any fund or in any other investment vehicle.


 


4.4       Account
Statements. Each Participant will be given, at least annually, a statement showing (i) Bonus Deferral Contributions, and (ii)
the balance of the Participant’s Account after crediting Investments.


 


Section 5. Payment.


5.1       Payment
on Account of Termination of Employment for Reasons Other than Disability. A Participant (or a Participant’s beneficiary)
shall be paid the balance in his Account following termination of employment in accordance with the Joint Payment Option in effect with
respect to the Participant.


 


5.2       Payment
on Account of Disability. A Participant (or a Participant’s beneficiary) shall be paid the balance in his Account following
the date he meets the definition of Disability in accordance with the Joint Payment Option in effect with respect to the Participant.
If a Participant no longer meets the definition of Disability and returns to work with an Employer, no further payments shall be made
on account of the prior Disability, and distribution of his remaining Account shall be made as otherwise provided in this Section 5 at
the time of his subsequent termination of employment.


 






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Section 6. Nature of Interest of Participant.


Participation in this Plan will not
create, in favor of any Participant, any right or lien in or against any of the assets of the Company or any Employer, and all amounts
of Compensation deferred hereunder shall at all times remain an unrestricted asset of the Company or the Employer. A Participant’s
rights to benefits payable under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
or encumbrance. All payments hereunder shall be paid in cash from the general funds of the Company or applicable Employer and no special
or separate fund shall be established and no other segregation of assets shall be made to assure the payment of benefits hereunder. Nothing
contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or
a fiduciary relationship, between any Employer and a Participant or any other person, and the Company’s and each Employer’s
promise to pay benefits hereunder shall at all times remain unfunded as to the Participant.


 


Section 7. Hardship Distributions and
Deferral Revocations.


A Participant may request the Administrative
Committee to accelerate distribution of all or any part of the value of his Account solely for the purpose of alleviating an immediate
financial emergency. For purposes of the Plan, such an immediate financial emergency shall mean an unanticipated emergency that is caused
by an event beyond the control of the Participant and which would result in severe financial hardship to the Participant if early distribution
were not permitted. The Administrative Committee may request that the Participant provide certifications and other evidence of qualification
for such emergency hardship distribution as it determines appropriate. The decision of the Administrative Committee with respect to the
grant or denial of all or any part of such request shall be in the sole discretion of the Administrative Committee, whether or not the
Participant demonstrates an immediate financial emergency exists, and shall be final and binding and not subject to review.


 


Section 8. Beneficiary Designation.


Prior to January 1, 2014, Participant’s
beneficiary designation for this Plan were automatically the same as the Participant’s beneficiary designation recognized under
the CBS Excess 401(k) Plan. Effective as of January 1, 2014, a Participant’s beneficiary designation for the Plan will be a separate
written designation in a form acceptable to the Administrative Committee that has been properly filed with the Administrative Committee
and recorded in the Company’s records. If no such beneficiary designation has been made under the Plan, then a Participant’s
beneficiary designation for the Plan shall be the same as the Participant’s beneficiary designation recognized under the CBS Excess
401(k) Plan, or its successors, including the ViacomCBS Excess 401(k) Plan, as applicable. If no such beneficiary designation has been
made under the CBS Excess 401(k) Plan, or its successors, then a Participant’s beneficiary designation for the Plan shall be the
same as the Participant’s beneficiary designation recognized under the CBS 401(k) Plan, or its successors including the ViacomCBS
401(k) Plan, as applicable.


 






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Section 9. Administration.


9.1       Administrative
Committee. This Plan will be administered by the Administrative Committee, the members of which will be selected by the Board
of Directors.


 


9.2       Powers
of the Administrative Committee. The Administrative Committee’s powers will include, but will not be limited to, the
power:


 


(i)       to
determine who are Eligible Employees for purposes of participation in the Plan;


 


(ii)           
to interpret the terms and provisions of the Plan and to determine any and all questions arising
under the Plan, including without limitation, the right to remedy possible ambiguities, inconsistencies, or omissions by a general rule
or particular decision;


 


(iii)         
to adopt rules consistent with the Plan; and


 


(iv)         
to approve certain amendments to the Plan.


 


9.3       Claims
Procedure. The Administrative Committee shall have the exclusive right to interpret the Plan and to decide any and all matters
arising thereunder. In the event of a claim by a Participant as to the amount of any distribution or method of payment under the Plan,
within 90 days of the filing of such claim, unless special circumstances require an extension of such period, such person will be given
notice in writing of any denial, which notice will set forth the reason for the denial, the Plan provisions on which the denial is based,
an explanation of what other material or information, if any, is needed to perfect the claim, and an explanation of the claims review
procedure. The Participant may request a review of such denial within 60 days of the date of receipt of such denial by filing notice in
writing with the Administrative Committee. The Participant will have the right to review pertinent Plan documents and to submit issues
and comments in writing. The Administrative Committee will respond in writing to a request for review within 60 days of receiving it,
unless special circumstances require an extension of such period. The Administrative Committee, at its discretion, may request a meeting
to clarify any matters deemed appropriate.


 


9.4       Finality
of Administrative Committee Determinations. Determinations by the Administrative Committee and any interpretation, rule, or
decision adopted by the Administrative Committee under the Plan or in carrying out or administering the Plan shall be final and binding
for all purposes and upon all interested persons, their heirs, and personal representatives.


 


9.5       Severability.
If a provision of the Plan shall be held illegal or invalid, the illegality or invalidity shall not affect the remaining parts of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included in the Plan.


 


9.6       Governing
Law. The provisions of the Plan shall be governed by and construed in accordance with the laws of the State of New York, to
the extent not preempted by the laws of the United States.


 






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9.7       Gender.
Wherein used herein, words in the masculine form shall be deemed to refer to females as well as males.


 


Section 10. No Employment Rights.


No provisions of the Plan or any
action taken by the Company, the Board of Directors, or the Administrative Committee shall give any person any right to be retained in
the employ of any Employer, and the right and power of the Company to dismiss or discharge any Participant is specifically reserved.


 


Section 11. Amendment, Suspension, and Termination.


The Administrative
Committee shall have the right to amend the Plan at any time, unless provided otherwise in the Company’s governing documents. The
Board of Directors shall have the right to suspend or terminate the Plan at any time. No amendment, suspension or termination shall, without
the consent of a Participant, adversely affect such Participant’s rights in his account. In the event the Plan is terminated, the
Administrative Committee shall continue to administer the Plan in accordance with the relevant provisions thereof.


 


IN WITNESS
WHEREOF, in accordance with the Administrative Committee’s August 20, 2021 Unanimous Written Consent, the Company has caused this
Plan to be executed by its duly authorized representative this 20th day of September, 2021.





	 	ViacomCBS Inc.
	 	 	 
	 	 	 
	 	By:	/s/ Mark Beatty
	 	 	Mark Beatty
	 	 	 
	 	Its:	Member, ViacomCBS
Administrative Committee






 


 





 









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VIACOMCBS
BONUS DEFERRAL PLAN PART B


 


(2021
Restatement)


 





 






    	 	 	 



     


    

Table of
Contents


 


	Section 1. Establishment and Purpose of the Plan	1 
	  1.1	Establishment	1 
	  1.2.	Amendment and Restatement	1 
	  1.3	Merger	1 
	  1.4	Reporting Employees	1 
	  1.5	Purpose	2 
	Section 2. Definitions	2 
	Section 3. Participation	5 
	  3.1	Election to Participate	5 
	  3.2	Amount of Elections	6 
	Section 4. Individual Account	6 
	  4.1	Creation of Accounts	6 
	  4.2	Investments	6 
	  4.3	Account Statements	8 
	Section 5. Payment	8 
	  5.1	Joint Payment Option Election	8 
	  5.2	Payment on Account of Separation from Service	10 
	  5.3	Payment on Account of Participant’s Death	10 
	Section 6. Unforeseeable Emergency Distributions and Deferral Revocations	10 
	Section 7. Beneficiary Designation	11 
	Section 8. Nature of Interest of Participant	11 
	Section 9. Administration	11 
	  9.1	Administrative Committee	11 
	  9.2	Powers of the Administrative Committee	11 
	  9.3	Claims Procedure	12 
	  9.4	Finality of Administrative Committee Determinations	12 
	Section 10. No Employment Rights	12 
	Section 11. Amendment, Suspension, and Termination	13 
	Section 12. Miscellaneous	13 
	  12.1	Severability	13 
	  12.2	Governing Law	13 
	  12.3	Gender	13 
	  12.4	Code Section 409A	13 



 















    	 	 	 



     


    

Section 1. Establishment and Purpose of the Plan.


 


1.1       Establishment.
The Viacom Bonus Deferral Plan was adopted as of August 28, 2002 as an unfunded plan of voluntarily deferred compensation for the benefit
of Participants. On December 31, 2005, the Viacom Bonus Deferral Plan was renamed the CBS Bonus Deferral Plan, and as of October 1, 2021,
it was amended and restated and renamed the ViacomCBS Bonus Deferral Plan.


 


1.2.       Amendment
and Restatement. The Plan was restated, effective as of January 1, 2009, by the adoption of Part B of the Plan, as set forth
herein, and is hereby amended and restated effective as of October 1, 2021. Part A of the Plan, consisting of the original Plan adopted
August 28, 2002, along with certain amendments, applies to compensation that was Deferred during calendar years ending prior to January
1, 2005 in accordance with the terms of those documents in effect from time to time prior to October 3, 2004, subject to certain exceptions
set forth in Part A of the Plan. The provisions of this Part B shall apply to compensation that is Deferred on or after January 1, 2005.
This Part B of the Plan is intended to meet all of the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”), so that Participants will be eligible to defer the receipt of, and the liability for the federal income tax with
respect to, certain items of compensation from one year to a later year in accordance with the provisions of applicable law and the provisions
of the Plan.


 


1.3       Merger.
Under an Agreement and Plan of Merger between CBS Corporation and Viacom Inc., dated August 13, 2019, Viacom Inc. merged with and into
CBS Corporation on December 4, 2019, to become ViacomCBS Inc.


 


1.4       Reporting
Employees. Any Eligible Employee who is identified by the Company on or after August 28, 2002 as a reporting person for purposes
of Section 16 of the Securities Exchange Act of 1934 (“Reporting Employee”) or any employee of an Employer who is eligible
to participate in the Plan and whose securities may be attributable to a Reporting Employee for purposes of Section 16 of the Securities
Exchange Act of 1934 shall no longer be eligible to participate in the Plan, and shall instead be eligible to participate in the CBS Bonus
Deferral Plan for Designated Senior Executives, or as of October 1, 2021, its successor the ViacomCBS Bonus Deferral Plan for Designated
Senior Executives (the “Executive Bonus Deferral Plan”) effective as of the date on which the Employee becomes a Reporting
Employee (or the date his securities are attributable to a Reporting Employee). Any deferrals made under the Plan by any Reporting Employee
who was a participant in the Plan on August 28, 2002 and by any Reporting Employee (or any other Eligible Employee whose securities may
be attributable to a Reporting Employee) prior to the date he becomes a Reporting Employee (or the date his securities are attributable
to a Reporting Employee) shall be transferred to the Executive Bonus Deferral Plan as of December 1, 2005 or, if later, as of the date
the Employee becomes a Reporting Employee (or the date his securities are attributable to a Reporting Employee). Elections as to the time
and form of payment made by a Reporting Employee (or an employee whose securities may be attributable to a Reporting Employee) under the
Plan prior to the date his account is transferred to the Executive Bonus Deferral Plan shall remain in full force following the transfer.


 






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1.5       Purpose.
The purpose of Part B of the Plan is to provide a means by which a select group of Eligible Employees may, in certain circumstances, elect
to defer receipt of a portion of their cash Bonuses received on or after January 1, 2005.


 


Section 2. Definitions.


The following words and phrases as
used in Part B of the Plan have the following meanings:


 


2.1       The
term “Account” shall mean a Participant’s individual account, as described in Section 4.1 of the Plan.


 


2.2       The
term “Administrative Committee” means (i) for the periods prior to June 1, 2020, the CBS Retirement Committee, and (ii) for
the periods on and after June 1, 2020, the ViacomCBS Administrative Committee. The Administrative Committee may act on its own behalf
or through the actions of its duly authorized delegates.


 


2.3       
The term “Annual Payments” is defined in Section 5.1 (b)(i).


 


2.4       The
term “Board of Directors” means the Board of Directors of the Company.


 


2.5       The
term “Bonus” means any cash bonus paid under the STIP and any other annual cash bonus plan (or annual component of a cash
bonus plan) sponsored by an Employer which, in the discretion of the Administrative Committee, is comparable to the STIP.


 


2.6       The
term “Bonus Deferral Contributions” means the portion of the Participant’s Bonus that he elects to defer under the terms
of the Plan. The portion of any Bonus earned in the year 2002 that an Eligible Employee elected to defer under the CBS Excess 401(k) Plan
(formerly known as the Viacom Excess 401(k) Plan) shall be deferred under the Plan, and shall not be recognized under the CBS Excess 401(k)
Plan, or its successor the ViacomCBS Excess 401(k) Plan.


 


2.7       The
term “Code” means the Internal Revenue Code of 1986, as amended.


 


2.8       
The term “Company” shall refer to (i) CBS Corporation and its subsidiaries for periods prior to December 4, 2019, and (ii)
ViacomCBS Inc. for the periods on and after December 4, 2019.


 


2.9       The
term “Deferral Election” is defined in Sections 3.1(b) and 3.1 (c).


 


2.10       The
term “Deferred” means that an amount is considered to be deferred within the meaning of Treasury Regulations sections 1.409A-6(a)(2)
and 1.409A-6(a)(3).


 


2.11       The
term “Disability” or “Disabled” means that a Participant (i) has been determined to be disabled by the Social
Security Administration or (ii) is receiving benefits under the provisions of the long-term disability plan covering such Participant
that is sponsored by or participated in by the Participant’s Employer.


 






    	 	2 	 



     


    

2.12       The
term “Election Agreement” is defined in Section 3.1(d).


 


2.13       The
term “Election Filing Date” means, except as provided in Section 3.1(c), the date not later than the December 31 immediately
preceding the first day of the applicable calendar year for which a particular Deferral Election is made.


 


2.14       The
term “Eligible Employee” means an employee of an Employer who is an eligible employee under (i) for the periods prior to October
1, 2021, the CBS Excess 401(k) Plan, and (ii) for the periods on or after October 1, 2021, the ViacomCBS Excess 401(k) Plan. If an employee
becomes an Eligible Employee in any calendar year, such employee shall remain an Eligible Employee for all future calendar years during
which the Eligible Employee remains an eligible employee under the CBS Excess 401(k) Plan, or its successor the ViacomCBS Excess 401(k)
Plan. In no event shall any Reporting Employee be considered an Eligible Employee under the Plan.


 


2.15       The
term “Employer” means the Company and any affiliate or subsidiary that adopts the Plan on behalf of its Eligible Employees,
except as provided in Section 2.26.


 


2.16       The
term “Investments Committee” means (i) for the periods prior to June 1, 2020, the Investments Committee for CBS Defined Contribution
Plans, and (ii) for the periods on and after June 1, 2020, the ViacomCBS Investments Committee.


 


2.17       Prior
to January 1, 2014 through December 31, 2014, the term “Investment Options” means the investment funds available to participants
in the CBS 401(k) Plan, excluding the Self-Directed Brokerage Account and effective as of January 1, 2014, means the notional investment
options selected by the CBS Retirement Committee in its sole discretion, and effective as of January 1, 2015, means the notional investment
options elected by the Investments Committee, its sole discretion.


 


2.18       The
term “Joint Payment Option” means the time and form of payment options available for the payment of an Account as described
in Section 5.1.


 


2.19       The
term “Joint Payment Option Election” means an election of a Joint Payment Option by a Participant as described in Section
5.1.


 


2.20       The
term “Participant” means an Eligible Employee who elects to have Bonus Deferral Contributions made to the Plan.


 


2.21       The
term “Payment Election” is defined in Section 5.1(a).


 


2.22       The
term “Plan” means (i) for the periods prior to October 1, 2021, the CBS Bonus Deferral Plan, and (ii) for the periods on or
after October 1, 2021, the ViacomCBS Bonus Deferral Plan. Part A of the Plan is attached hereto and shall apply to compensation which
was Deferred prior to January 1, 2005. Part B of the Plan is set forth herein and shall apply to compensation which is Deferred on or
after January 1, 2005. Certain provisions of this Part B apply as of certain earlier effective dates as specified herein. References to
“the Plan” shall be considered references to Part A and/or Part B of the Plan as context requires.


 






    	 	3 	 



     


    

2.23       The
term “Post-2004 Subaccount” is defined in Section 4.1.


 


2.24       The
term “Pre-2005 Subaccount” is defined in Section 4.1.


 


2.25       The
term “Reporting Employee” is defined in Section 1.4.


 


2.26       The
term “Separation from Service” means the condition that exists when a Participant and the Employer reasonably anticipate that
no further services will be performed after a certain date or that the level of bona fide services that the Participant will perform after
such date (whether as an employee or an independent contractor) would permanently decrease to no more than 20% of the average level of
bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or
the full period of services to the Employer if the Participant has been providing services to the Employer for less than 36 months). For
purposes of this Section 2.26, for periods during which a Participant is on a paid bona fide leave of absence and has not otherwise experienced
a Separation from Service, the Participant is treated as providing bona fide services at the level equal to the level of services that
the Participant would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during
which a Participant is on an unpaid bona fide leave of absence and has not otherwise experienced a Separation from Service are disregarded
for purposes of this Section 2.26 (including for purposes of determining the applicable 36-month (or shorter) period). For purposes of
this Section 2.26 and notwithstanding Section 2.15, the “Employer” shall be considered to include all members of the controlled
group of corporations, trades or businesses which includes the Company; provided, however, that in applying Code Section 414(b), the phrase
“at least 50 percent” shall be substituted for “at least 80 percent”; and in applying Code Section 414(c), the
phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent.” Separation from Service
shall be determined on the basis of the modifications described in Treasury Regulation Section 1.409A-1 (or any successor regulation))
as defined in Code Section 409A and the regulations or other guidance issued thereunder.


 


2.27       The
term “STIP” means (i) for the periods prior to October 1, 2021, the CBS Corporation Short-Term Incentive Plan, and (ii) for
the periods on and after October 1, 2021, the ViacomCBS Senior Executive Short-Term Incentive Plan, as amended from time to time.


 


2.28       The
term “Unforeseeable Emergency” means an event that results in severe financial hardship to a Participant resulting from (a)
an illness or accident of the Participant or his or her spouse, dependent (as defined in Code Section 152, without regard to Code Sections
152(b)(1), (b)(2), and (d)(1)(B)), or beneficiary, (b) loss of the Participant’s property due to casualty, or (c) other similar
extraordinary circumstances arising due to results beyond the control of the Participant. This Section 2.28 shall be interpreted in a
manner consistent with Code Section 409A and applicable provisions of the Treasury Regulations.


 






    	 	4 	 



     


    

2.29       The
term “ViacomCBS 401(k) Plan” means the ViacomCBS 401(k) Plan (formerly known as the CBS 401(k) Plan), originally effective
as of September 1, 2001, and as amended from time to time thereafter (or any successor plan).


 


Section 3. Participation.


3.1       Election
to Participate.


 


(a)           
An Eligible Employee must elect to participate in the Plan as provided below.


 


(b)          
To participate in the Plan for a calendar year, an Eligible Employee must make an annual election
(a “Deferral Election”) to defer receipt of a specified portion of his or her Bonus earned during such calendar year and scheduled
to be paid in the succeeding calendar year in accordance with this Section 3. Subject to Section 3.1 such Deferral Election must be made
not later than the Election Filing Date and shall be effective as of the Election Filing Date. For example, prior to December 31, 2009,
an Eligible Employee may make a Bonus Deferral Contribution election with respect to any Bonus to be earned in 2010 that is scheduled
to be paid in 2011. An Eligible Employee may make a Deferral Election whether or not such employee previously has made, or currently has
in effect, any election to make Excess Salary Reduction Contributions under the CBS Excess 401(k) Plan, or its successor the ViacomCBS
Excess 401(k) Plan. An Eligible Employee’s entitlement to make Bonus Deferral Contributions shall cease with respect to any Bonus
payable with respect to the calendar year following the calendar year in which he or she ceases to be an Eligible Employee.


 


(c)           
Notwithstanding the foregoing, an employee who first becomes an Eligible Employee during the course
of a calendar year beginning on or after January 1, 2005 must make a Deferral Election with respect to any Bonus scheduled to be paid
in the next succeeding calendar year within 30 days of the date he first becomes an Eligible Employee, provided that such employee has
not already become eligible to participate in any other account balance plan of the Employer (as modified by Section 2.26). Such Deferral
Election shall be effective on the date made and shall be effective with regard to the Bonus scheduled to be paid during the calendar
year following the filing of the Deferral Election with the Administrative Committee, as determined pursuant to the pro-ration method
permitted under Code Section 409A. If an Eligible Employee is a participant in another account balance plan that is required to be aggregated
with the Plan under Code Section 409A when he first becomes eligible to participate in the Plan, such Eligible Employee shall be eligible
to make a Deferral Election for the calendar year immediately following the calendar year of his initial eligibility by making an election
in accordance with Section 3.1 (b) above.


 






    	 	5 	 



     


    

(d)          
All Deferral Elections shall be made on a written or electronic form acceptable to the Administrative
Committee (an “Election Agreement”) filed with the Administrative Committee and shall specify the percentage of a Participant’s
Bonus that is to be deferred under the Plan during the applicable calendar year.


 


(e)           
All Deferral Elections relating to calendar years beginning on or after January 1, 2005, once effective,
shall be irrevocable for that calendar year. All Participants are required to make a Deferral Election for each calendar year. If an Eligible
Employee fails to make a Deferral Election for a given calendar year, the Eligible Employee shall not be entitled to participate in the
Plan during that calendar year. Such Eligible Employee may resume participation in the Plan by completing and filing with the Administrative
Committee a new Deferral Election by the Election Filing Date for the succeeding calendar year(s).


 


3.2       Amount
of Elections. Each Deferral Election filed by an Eligible Employee must specify the amount of Bonus Deferral Contributions
in a whole percentage between 1% and 15% of the Eligible Employee’s applicable Bonus.


 


Section 4.Individual Account.


4.1       Creation
of Accounts. The Company will establish and maintain on its books a reserve Account in the name of each Participant.
Each Participant’s Account will be credited with the amount of the Participant’s Bonus Deferral Contributions (and earnings
and losses thereon) made in all calendar years, including any Bonus Deferral Contributions for the Bonus earned in 2002 that are attributable
to Deferral Elections originally made under the CBS Excess 401(k) Plan. A Participant’s Account will be divided into the following
subaccounts: (i) a “Pre-2005 Subaccount” for amounts Deferred as of December 31, 2004 (and earnings and losses thereon), and
(ii) a “Post-2004 Subaccount” for amounts Deferred after December 31, 2004 (and earnings and losses thereon). Amounts in the
Pre-2005 Subaccounts, which are intended to qualify for “grandfathered” status, shall be subject to the terms and conditions
specified in Part A of the Plan as in effect as of October 3, 2004. A Participant will always be 100% vested in amounts credited to his
or her Account hereunder.


 


4.2       Investments.


 


(a)           
Prior to January 1, 2014, amounts, if any, in a Participant’s Post-2004 Subaccount will be
credited through December 31st of the calendar year in which the Participant experiences a Separation from Service with an
amount equal to the amount which would have been earned had such amounts been invested in the same Investment Options and in the same
proportion as the Participant may elect, from time to time, to have his contributions invested under (i) for the periods prior to October
1, 2021, the CBS 401(k) Plan, and (ii) for the periods on or after October 1, 2021, the ViacomCBS 401(k) Plan (other than the Self-Directed
Account). 


 






    	 	6 	 



     


    

Effective as of January 1, 2014,
a Participant may select from a list of notional Investment Options how the balance of his or her Account will be invested. If no selection
is made, the Participant’s Account will be notionally invested in the “qualified default investment alternative” within
the meaning of (i) for the periods prior to October 1, 2021, the CBS 401(k) Plan, and (ii) for the periods on or after October 1, 2021,
the ViacomCBS 401(k) Plan. Earnings and losses received on the Participant’s notional investments will be credited to the Participant’s
Account in the manner designated by the Investments Committee. The Investments Committee shall develop such procedures as it, in its discretion,
deems advisable with respect to the selection of notional investments by Participants and the reflection of value attributable to such
notional investments in their Accounts, including, without limitation, procedures which restrict a Participant’s ability to notionally
invest in certain Investment Options.


 


(b)           
(i) Prior to October 2, 2017, when a Participant experienced a Separation from Service and elected
(or was deemed to elect) to have his Post-2004 Subaccount distributed in a single lump sum, the Participant’s Post 2004 Subaccount
was credited with earnings based on the rate of return in the Fixed Income Fund (or any successor fund) beginning January 1st
of the calendar year following the calendar year in which the Participant experienced a Separation from Service that resulted in the Participant’s
Post-2004 Subaccount becoming payable, and continuing through the date upon which such single lump sum payment was determined if such
determination date was after December 31st of the calendar year in which the Participant experienced a Separation from Service.
Payments due on January 31st of a calendar year were determined on the previous December 31st, while payments due
on the first business day of a calendar month were determined on the last day of the second preceding calendar month (e.g., a payment
scheduled for the first business day of March will be determined on the preceding January 31st).


 


(ii)       Effective
on and after October 2, 2017, a Participant who experienced or experiences a Separation from Service and elected (or is deemed to elect)
to have his Post-2004 Subaccount distributed in a single lump shall have his Post-2004 Subaccount credited with earnings based on the
rate of return in his selected Investment Options (or such Investment Options selected by the Investments Committee) until such time as
the date upon which the single lump sum payment is determined and paid.


 


(c)           
(i) Prior to October 2, 2017, if a Participant experienced a Separation from Service and elected
to have his Post-2004 Subaccount distributed in Annual Payments, the Participant’s Post-2004 Subaccount were credited with earnings
based on the rate of return in the Fixed Income Fund (or any successor fund) beginning January 1st of the calendar year following the
calendar year in which the Participant experienced a Separation from Service that resulted in the Participant’s Post-2004 Subaccount
becoming payable, and continuing through the date upon which such Annual Payment was determined, if such determination date was after
December 31st of the calendar year in which the Participant experienced a Separation from Service. Payments due on January 31st of a calendar
year were determined on the previous December 31st, while payments due on the first business day of a calendar month were determined on
the last day of the second preceding calendar month (e.g., a payment scheduled for the first business day of March was determined on the
preceding January 31st).


 






    	 	7 	 



     


    

(ii)       Effective
on and after October 2, 2017, a Participant who experienced or experiences a Separation from Service and elects to have his Post-2004
Subaccount distributed in Annual Payments shall have his Post-2004 Subaccount credited with earnings based on the rate of return in his
selected Investment Options (or such Investment Options selected by the Investments Committee) until such time as the date upon which
each Annual Payment is determined and paid.


 


(d)           
No provision of the Plan shall require the Company or the Employer to actually invest any amounts
in any fund or in any other investment vehicle.


 


4.3       Account
Statements. Each Participant will be given, at least annually, a statement showing (i) Bonus Deferral Contributions, and (ii)
the balance of the Participant’s Account after crediting Investments.


 


Section 5. Payment.


5.1       Joint
Payment Option Election.


 


(a)           
An Eligible Employee who has not elected or been deemed to have elected a Joint Payment Option under
any other account balance plan that is required to be aggregated with the Plan under Code Section 409A shall, when he first becomes eligible
to participate in the Plan, elect a Joint Payment Option on a written or electronic form acceptable to the Administrative Committee (a
“Payment Election”) at the same time that the Eligible Employee files his initial Deferral Election to commence participation
in the Plan pursuant to Section 3.1 and in any event not later than his initial Election Filing Date. Such Payment Election shall be effective
as of such initial Election Filing Date and shall be irrevocable. A Joint Payment Option elected pursuant to a Payment Election shall
apply to all amounts credited to the Participant’s Post-2004 Subaccount in the Plan and his Post-2004 Subaccount under any other
account balance plan that is required to be aggregated with the Plan under Code Section 409A.


 


(b)          
(i) A Participant may elect to receive his entire Post-2004 Subaccount under either of the following
Joint Payment Options: (A) a single lump sum; or, (B) annual payments over a period of two, three, four or five years (“Annual Payments”).
The Annual Payments shall be treated as a single payment for purposes of this Section 5. If a Participant elects to receive Annual Payments
over a period of two or more years, such Annual Payments shall be made in substantially equal annual payments, unless the Participant
designates, at the time of making his Joint Payment Option Election, a specific percentage of his Post-2004 Subaccount to be distributed
in each year. All specified percentages must be a whole multiple of and the total of all designated percentages must be equal to 100%.
Effective as of October 2, 2017, if a Participant elects to receive Annual Payments over a period of two or more years, such Annual Payments
shall be made in substantially equal annual installments, and the Participant shall not be able to designate a specific percentage of
his Post-2004 Subaccount to be distributed in each year. 


 






    	 	8 	 



     


    

(ii)          
If a Participant makes a Joint Payment Option Election to receive Annual Payments, the first payment
shall be made on the later of (A) January 31st of the calendar year immediately following the calendar year in which the Participant
experiences a Separation from Service or (B) the first business day of the seventh calendar month following the calendar month in which
the Participant experiences a Separation from Service, and any subsequent Annual Payments shall be made on each applicable January 31st
thereafter. 


 


(iii)        
If a Participant makes a Joint Payment Option Election to receive payments in a single lump sum,
such lump sum payment shall be made on the later of (A) January 31st of the calendar year immediately following the calendar
year in which the Participant experiences a Separation from Service or (B) the first business day of the seventh calendar month following
the calendar month in which the Participant experiences a Separation from Service. Alternatively, a Participant may elect for the single
lump sum to be paid on January 31st of the second, third, fourth, or fifth calendar year following the end of the calendar
year in which the Participant experiences a Separation from Service.


 


(iv)         
If a Participant does not make a Joint Payment Option Election in accordance with the terms of the
Plan or under any other account balance plan that is required to be aggregated with the Plan under Code Section 409A, such Participant
shall be deemed to have made a Joint Payment Option Election to receive his Post-2004 Subaccount in a single lump sum payable in accordance
with the first sentence of Section 5.1(b)(iii).


 


(v)          
The following examples illustrate the provisions of this Section:


 


Example 1: Assume that a Participant
elects (or is deemed to elect) a Joint Payment Option that provides for a single lump sum payment on the later of (A) January 31st
of the calendar year following the calendar year in which he incurs a Separation from Service or (B) the first business day of the
seventh calendar month following the calendar month in which the Participant experiences a Separation from Service, and the Participant
experiences a Separation from Service on March 15, 2021. The lump sum shall be paid on January 31, 2022. The Participant alternatively
could have elected to receive his lump sum payment on January 31, 2023, 2024, 2025 or 2026.


 


Example 2: Same facts as Example
1, except the Participant experiences a Separation from Service on September 15, 2021. In this example, the lump sum will be paid on the
first business day in April 2022.


 


Example 3: If a Participant
elects a Joint Payment Option that provides for Annual Payments over a period of four years in the event of a Separation from Service
and experiences a Separation from Service on March 15, 2021, each payment on January 31, 2022 through 2025 will be comprised of approximately
25% of the Participant’s Post-2004 Subaccount as of the Participant’s date of Separation from Service, though the actual amount
of each payment may not be the same due to crediting of investment gains and losses through December 31st of the calendar year
prior to the calendar year of each such payment, or, effective after October 2, 2017, the actual amount of each payment may not be the
same due to crediting of investment gains and losses through the payment date . Prior to October 2, 2017, a Participant alternatively
could designate that 10% of his Post-2004 Subaccount be distributed on January 31, 2010, 20% on January 31, 2011, 30% on January 31, 2012
and 40% on January 31, 2013, or, any other combination of percentages that totals 100%.


 






    	 	9 	 



     


    

Example 4: Same facts as Example
3, except the Participant experiences a Separation from Service on September 15, 2021. In this example, the first payment shall be made
on the first business day in April 2022, and the remaining three payments will be made on January 31, 2023, 2024 and 2025. The alternative
schedule described in Example 3 would result in payment of 10% of his Post-2004 Subaccount on the first business day in April 2022, 20%
on January 31, 2023, 30% on January 31, 2024 and 40% on January 31, 2025.


 


5.2       Payment
on Account of Separation from Service. If a Participant experiences a Separation from Service prior to his death, the
Participant shall commence receiving payments from his Post-2004 Subaccount in accordance with the Joint Payment Option Election in effect
with respect to the Participant.


 


5.3       Payment
on Account of Participant’s Death. If a Participant dies prior to his Separation from Service, or after his Separation
from Service but prior to the distribution of his entire Post-2004 Subaccount, the Participant’s entire Post-2004 Subaccount shall
be paid to the Participant’s beneficiary in a single lump sum payment within 90 days of the Participant’s death. The Participant’s
Post-2004 Subaccount shall continue to be credited with earnings in accordance with Section 6.2 until his entire Post-2004 Subaccount
is distributed.


 


Section 6. Unforeseeable Emergency Distributions and Deferral
Revocations.


A Participant may request the Administrative
Committee to accelerate distribution of all or any part of the value of his Post-2004 Subaccount solely for the purpose of alleviating
an Unforeseeable Emergency. Payments of amounts as a result of an Unforeseeable Emergency may not exceed the amount necessary to satisfy
such Unforeseeable Emergency, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, and after taking
into account any additional compensation that is available to the Participant upon cancellation of the Participant’s Bonus Contributions.
The Administrative Committee may request that the Participant provide certifications and other evidence of qualification for such Unforeseeable
Emergency distribution as it determines appropriate. The decision of the Administrative Committee with respect to the grant or denial
of all or any part of such request shall be in the sole discretion of the Administrative Committee, even if the Participant demonstrates
that an Unforeseeable Emergency exists, and shall be final and binding and not subject to review. If a Participant receives a distribution
upon an Unforeseeable Emergency pursuant to this Section 6, or a hardship withdrawal under the ViacomCBS 401(k) Plan (or its predecessor,
the CBS 401(k) Plan, as applicable), the Participant’s Deferral Election will be canceled in its entirety for the remainder of the
calendar year in which such Unforeseeable Emergency distribution is made under the Plan and under any other account balance plan that
is required to be aggregated with the Plan under Code Section 409A.


 






    	 	10 	 



     


    

Section 7. Beneficiary Designation.


A Participant’s beneficiary
designation for the Plan will automatically be the same as the Participant’s beneficiary designation recognized under the ViacomCBS
401(k) Plan (or its predecessor, the CBS 401(k) Plan, as applicable) unless a separate written designation of beneficiary form for the
Plan has been properly filed with the Administrative Committee in a form acceptable to the Administrative Committee. In the absence of
such a designation and at any other time when there is no existing beneficiary designated hereunder, the beneficiary of the Participant
for payment of his Post-2004 Subaccount hereunder shall be the estate of the Participant. If two or more persons designated as a Participant’s
beneficiary are in existence with respect to his Post 2004 Subaccount, the amount of any lump sum payment payable hereunder shall be divided
equally among such persons unless the Participant’s beneficiary designation specifically provides for a different allocation.


 


Section 8. Nature of Interest of Participant.


Participation in the Plan will not
create, in favor of any Participant, any right or lien in or against any of the assets of the Company or any Employer, and all amounts
of compensation deferred hereunder shall at all times remain an unrestricted asset of the Company or the Employer. A Participant’s
rights to benefits payable under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
or encumbrance. All payments hereunder shall be paid in cash from the general funds of the Company or applicable Employer and no special
or separate fund shall be established and no other segregation of assets shall be made to assure the payment of benefits hereunder. Nothing
contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or
a fiduciary relationship, between any Employer and a Participant or any other person, and the Company’s and each Employer’s
promise to pay benefits hereunder shall at all times remain unfunded as to the Participant.


 


Section 9. Administration.


9.1.       
Administrative Committee. The Plan shall be administered by the Administrative Committee. The Administrative Committee shall
have sole and absolute discretion to interpret, where necessary, the provisions of the Plan (including, without limitation, by supplying
omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to determine the
rights and status under the Plan of any Participant and any other persons, to resolve questions or disputes arising under the Plan and
to make any determinations with respect to the benefits hereunder and the persons entitled thereto as may be necessary for the purposes
of the Plan.


 


9.2
       Powers of the Administrative Committee. In furtherance of, but without limiting,
Section 9.1, the Administrative Committee shall have the following specific authorities, which it shall discharge in its sole and absolute
discretion in accordance with the terms of the Plan (as interpreted, to the extent necessary, by the Administrative Committee):


 






    	 	11 	 



     


    

(i)        to
determine who are Eligible Employees for purposes of participation in the Plan;


 


(ii)          
to interpret the terms and provisions of the Plan and to determine any and all questions arising
under the Plan, including without limitation, the right to remedy possible ambiguities, inconsistencies, or omissions by a general rule
or particular decision;


 


(iii)        
to adopt rules consistent with the Plan; 


 


(iv)         
to approve certain amendments to the Plan;


 


(v)          
to determine the amounts payable to any person under the Plan; and


 


(vi)         
to conduct the claims procedure specified in Section 9.3. 


 


9.3       Claims
Procedure. The Administrative Committee shall have the exclusive right to interpret the Plan and to decide any and all matters
arising thereunder. In the event of a claim by a Participant as to the amount of any distribution or method of payment under the Plan,
within 90 days of the filing of such claim, unless special circumstances require an extension of such period, such person will be given
notice in writing of any denial, which notice will set forth the reason for the denial, the Plan provisions on which the denial is based,
an explanation of what other material or information, if any, is needed to perfect the claim, and an explanation of the claims review
procedure. The Participant may request a review of such denial within 60 days of the date of receipt of such denial by filing notice in
writing with the Administrative Committee. The Participant will have the right to review pertinent Plan documents and to submit issues
and comments in writing. The Administrative Committee will respond in writing to a request for review within 60 days of receiving it,
unless special circumstances require an extension of such period. The Administrative Committee, at its discretion, may request a meeting
to clarify any matters deemed appropriate.


 


9.4       Finality
of Administrative Committee Determinations. Determinations by the Administrative Committee and any interpretation, rule, or
decision adopted by the Administrative Committee under the Plan or in carrying out or administering the Plan shall be final and binding
for all purposes and upon all interested persons, their heirs, and personal representatives.


Section 10. No Employment Rights.


No provisions of the Plan or any
action taken by the Company, any Employer, the Board of Directors, or the Administrative Committee shall give any person any right to
be retained in the employ of the Company or any Employer, and the right and power of the Company or any Employer to dismiss or discharge
any Participant is specifically reserved.


 






    	 	12 	 



     


    

Section 11. Amendment, Suspension, and Termination.


The Administrative Committee shall
have the right to amend the Plan at any time, unless provided otherwise in the Company’s governing documents. The Board of Directors
shall have the right to suspend or terminate the Plan at any time. No amendment, suspension or termination shall, without the consent
of a Participant, adversely affect such Participant’s rights in his Account; provided, however, that the consent requirement of
Participants to certain actions shall not apply to any amendment or termination that is deemed necessary by the Company to avoid the imposition
on any person of additional taxes, penalties or interest under Code Section 409A. In the event the Plan is terminated, the Administrative
Committee may continue to administer the Plan in accordance with the relevant provisions thereof or shall have the right to change the
time and form of distribution of Participants’ Accounts, including requiring that the Accounts be immediately distributed in the
form of a lump sum payment; provided, however, that no such change in the time or form of payment shall cause the Plan to fail to comply
with the requirements of Code Section 409A.


 


Section 12. Miscellaneous.


12.1       Severability.
If a provision of the Plan shall be held invalid, the invalidity shall not affect the remaining parts of the Plan, and the Plan shall
be construed and enforced as if the invalid provision had not been included in the Plan.


12.2       Governing
Law. The provisions of the Plan shall be governed by and construed in accordance with the laws of the State of New York, to
the extent not preempted by the laws of the United States.


12.3       Gender.
Wherein used herein, words in the masculine form shall be deemed to refer to females as well as males.


12.4       Code
Section 409A. To the extent applicable, it is intended that the Plan comply with the provisions of Code Section 409A. References
to Code Section 409A shall include any proposed, temporary or final regulation, or any other guidance, promulgated with respect to such
section by the U.S. Department of the Treasury or the Internal Revenue Service. The Plan shall be administered and interpreted in a manner
consistent with this intent. If any provision of the Plan is susceptible of two interpretations, one of which results in the compliance
of the Plan with Code Section 409A and the applicable Treasury Regulations, and one of which does not, then the provision shall be given
the interpretation that results in compliance with Code Section 409A and the applicable Treasury Regulations. Notwithstanding the foregoing
or any other provision of the Plan to the contrary, neither the Company nor any of its subsidiaries or affiliates shall be deemed to guarantee
any particular tax result for any Participant, spouse, or beneficiary with respect to any payments provided hereunder.


 


 






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IN WITNESS WHEREOF,
in accordance with the Administrative Committee’s August 20, 2021 Unanimous Written Consent, the Company has caused this Plan to
be executed by its duly authorized representative this 20th day of September, 2021.


 











	 	ViacomCBS Inc.
	 	 	 
	 	 	 
	 	By:	/s/ Mark Beatty
	 	 	Mark Beatty
	 	 	 
	 	Its:	Member, ViacomCBS
Administrative Committee






 



 


 


 






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