**Exhibit 10.22**

 

BLOCKBUSTER INC. 

EXCESS INVESTMENT PLAN 

 

EFFECTIVE MAY 1, 1999

AMENDED EFFECTIVE DECEMBER 10, 2003 

 

Section 1. Establishment and Purpose of the Plan. 

 

1.1 Establishment. There is hereby established for the benefit of Participants an unfunded plan of voluntarilydeferred compensation known as “The Blockbuster Excess Investment Plan.” 

 

1.2 Purpose. The purpose of this Plan is to provide a means by which an Eligible Employee may, in certain circumstances, elect to defer receipt of a portion of his Compensation. The Plan also provides that theCompany will, in certain instances, credit the Account of a Participant with an Employer Match. 

 

Section 2. Definitions. 

 

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

 

2.1 Account. The term “Account” shall mean a Participant’s individual account, as described in Section5 of the Plan. 

 

2.2 Board of Directors. The term“Board of Directors,” unless expressly indicated otherwise, means the Board of Directors of the Company. 

 

2.3 Bonus. Any cash performance bonus paid under the Company’s or Viacom Inc.’s Short-Term Incentive Plan and certain other comparablecash bonus plans sponsored by the Company or any Employer. 

 

2.4Committee. The term “Committee” means the Retirement Committee of the Board of Directors of Viacom Inc. The Committee may act on its own behalf or through the actions of its duly authorized delegate. 

 

2.5 Company. The term “Company” means Blockbuster Inc., aDelaware corporation. 

 

2.6 Compensation. The term“Compensation” means an Eligible Employee’s annual compensation as defined in the Blockbuster Investment Plan with the following modifications: (i) the limitations imposed by Internal Revenue Code §401(a)(17) shall not be takeninto account, and (ii) Bonuses shall not be excluded. 

2.7 Eligible Employee. The term “Eligible Employee” means an employee of an Employer who(i) has annual base salary payable at a rate equal to or greater than the annual compensation limit in effect under Section 401(a)(17) of the Internal Revenue Code, and (ii) is designated by the Committee as an employee who is eligible toparticipate in the Plan. If an employee becomes an Eligible Employee in any Plan Year, such employee shall remain an Eligible Employee for all future Plan Years; provided, however, that the Committee may terminate such employee’s eligibilityfor the Plan if his annual base salary as of January 1 of any Plan Year is less than the amount in clause (i) in effect for the Plan Year in which such employer initially became an Eligible Employee. 

 

2.8 Employer. The term “Employer” means the Company and anyaffiliate or subsidiary that participates in the Plan. 

 

2.9Employer Match. The term “Employer Match” means the amounts credited to a Participant’s Account with respect to a Participant’s Excess Salary Reduction Contributions and Excess Bonus Deferral Contributions according to therate of matching contributions in Blockbuster Inc. Class A Common Stock contributed by the Participant’s Employer under the Blockbuster Investment Plan. 

 

2.10 Excess Bonus Deferral Contributions. The term “Excess Bonus Deferral Contributions” means the portion of the Participant’sCompensation attributable to a Bonus that he elects to defer under the terms of this Plan. 

 

2.11 Excess Salary Reduction Contributions. The term “Excess Salary Reduction Contributions” means the portion of a Participant’s Compensation, excluding any Bonus, earned during a Plan Yearafter such Participant has reached any Limitation that he elects to defer under the terms of this Plan. 

 

2.12 Investment Options. The term “Investment Options” means the investment funds available to participants in the Blockbuster InvestmentPlan. 

 

2.13 Limitation. The term “Limitation”means the limitation on contributions to defined contribution plans under Section 415(c), on compensation taken into account under Section 401(a)(17), or on elective deferrals under Section 401(k)(3) and Section 402(g) of the Internal Revenue Codeof 1986. 

 

2.14 Participant. The term“Participant” means an Eligible Employee who elects to have Excess Salary Reduction Contributions or Excess Bonus Deferral Contributions made to the Plan**.**Notwithstanding any other provision of the Plan to the contrary, but subjectto any election by the individual employee to the contrary, any employee of an Employer on May 1, 1999 who was a Participant in the Viacom Excess Investment Plan on April 30, 1999 shall become a Participant in this Plan on May 1, 1999. 

 

2.15 Payment Option. The term “Payment Option” means thepayment option election made by a Participant with respect to the distribution of amounts credited to his Account upon his termination of employment. 

 

2.16 Plan. The term “Plan” means “The Blockbuster Inc. Excess Investment Plan” as set forth herein, as amended from time totime. 

 

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2.17 Plan Year. The term “Plan Year’ shall mean (i) for the initial Plan Year, the eightmonth period beginning on May 1, 1999 and ending on December 31, 1999, and (ii) for each subsequent Plan Year, the twelve month period that begins on each January 1. 

 

Section 3. Participation. 

 

3.1 Designation of Eligible Employees. 

 

(a) Subject to (b) below, the Committee will determine all Eligible Employees as of May 1, 1999. Each month thereafter, theCommittee will designate in its sole discretion those employees who satisfy the terms of paragraph 2.7 as eligible to participate in the Plan. 

 

(b) Any employee of an Employer on May 1, 1999 who was an Eligible Employee under the Viacom Excess Investment Plan on April 30, 1999 shall become anEligible Employee under this Plan on May 1, 1999. 

 

3.2Election to Participate. (a) An Eligible Employee must elect to participate in the Plan. An Eligible Employee may elect at any time after becoming eligible to begin participation and to commence making Excess Salary Reduction Contributionsduring the Plan Year by filing an election with the Committee in accordance with this Section 3 and the rules and regulations established by the Committee. Such election will be effective on a prospective basis beginning with the payroll period thatoccurs as soon as administratively practicable following receipt of the election by the Committee. An Eligible Employee may only elect within 30 days of the date he becomes an Eligible Employee to make an Excess Bonus Deferral Contribution withrespect to any Bonus scheduled to be paid in the next succeeding calendar year. Prior to December 31 of each Plan Year (or such other date as may be determined by the Committee), an Eligible Employee may elect to make an Excess Bonus DeferralContribution with respect to any Bonus scheduled to be paid in the second succeeding calendar year. For example, prior to December 31, 2000 an Eligible Employee may make an Excess Bonus Deferral Contribution election with respect to any cash bonusscheduled to be paid in 2002 from the Blockbuster Inc. Short-Term Incentive Plan. An Eligible Employee may make an Excess Bonus Deferral Contribution election whether or not such employee previously has made, or currently has in effect, any ExcessSalary Reduction Contribution election. 

 

(b) Notwithstandingthe provisions of (a) above, any Excess Salary Reduction Contribution election and any Excess Bonus Deferral Contribution made by a Participant under the Viacom Excess Investment Plan shall be treated as if made under this Plan, and the amountcredited to the Account of a Participant under the Viacom Excess Investment Plan as of the close of business on April 30, 1999 shall be credited to the Account of the participant in this Plan effective on May 1, 1999. 

 

3.3 Amendment or Suspension of Election. Participants may change(including, suspend) their existing Excess Salary Reduction Contribution election under this Plan during the Plan Year by filing a new election in accordance with the prescribed administrative guidelines. Such new election will be effective on aprospective basis beginning with the payroll period that occurs as soon as administratively practicable 

 

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following receipt of the election by the Committee. A Participant will not be permitted to make up suspended ExcessSalary Reduction Contributions, and during any period in which a Participant’s Excess Salary Reduction Contributions are suspended, the Employer Match to the Plan will also be suspended. Any Excess Bonus Deferral Contribution election isirrevocable once made and is invalid if made beyond the dates prescribed in paragraph 3.2. 

 

3.4 Amount of Elections. Each election filed by an Eligible Employee must specify the amount of Excess Salary Reduction Contributions in a whole percentage between 1% and 15% of the Participants’Compensation, excluding any Bonus. Each election filed by an Eligible Employee must specify the amount of Excess Bonus Deferral Contribution in a whole percentage between 1% and 15% of the Participant’s applicable Bonus. 

 

Section 4. Employer Match. 

 

An Employer Match will be credited approximately every two weeks to aParticipant’s Account with respect to the eligible portion of Excess Salary Reduction Contributions and Excess Bonus Deferral Contributions of such Participant at the applicable rate of Matching Employer Contributions with respect to SalaryReduction Contributions under the Blockbuster Investment Plan. The eligible portion of a Participant’s Excess Salary Reduction Contributions and the eligible portion of the Excess Bonus Deferral Contribution shall be limited to five percent(5%) of your Compensation. The eligible portion of a Participant’s Excess Salary Reduction Contributions and the eligible portion of the Excess Bonus Deferral Contribution shall be based on Compensation up to a maximum amount of $750,000.

 

Section 5. Individual Account.

 

5.1 Creation of Accounts. (a) The Company willmaintain an Account in the name of each Participant. Each Participant’s Account will be credited with the amount of the Participant’s Excess Salary Reduction Contributions, Excess Bonus Deferral Contributions and Employer Match, if any,made in all Plan Years. 

 

(b) Any Excess Salary ReductionContribution election and any Excess Bonus Deferral Contribution made by a Participant under the Viacom Excess Investment Plan shall be treated as if made under this Plan, and the amount credited to the Account of a Participant under the ViacomExcess Investment Plan as of the close of business on April 30, 1999 shall be credited to the Account of the Participant in this Plan effective on May 1, 1999. 

 

5.2 Payment Account Option Election. 

 

(a) When an Eligible Employee first becomes a Participant, such Participant shall elect a Payment Option at the same time that the Participant files hisinitial election to commence participation in the Plan pursuant to Section 3.2. Such Payment Option election will apply to the total of all amounts credited to the Participant’s Account as of the Participant’s date of termination**.**The Payment Option election under the Viacom Excess Investment Plan made by a Participant who was a Participant in the Viacom 

 

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Excess Investment Plan as of April 30, 1999 shall be recognized and remain in effect under this Plan, subject to (c)below. 

 

(b) A Participant may elect to receive his entireAccount in either (1) a single lump sum; or (2) over a period of two through five years in annual payments on or about January 31 beginning in the calendar year immediately following the end of the Plan Year in which the Participant terminatesemployment. If no 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 31 of the calendar year immediately followingthe end of the Plan Year in which the Participant terminates employment. In the event a Participant makes a Payment Option election to receive payments in a single lump sum, such lump sum shall be payable on or about January 31 of the calendar yearimmediately following the end of the Plan Year in which the Participant terminates employment, unless the Participant elects to be paid on or about January 31 of the 2nd, 3rd, 4th or 5th calendar year following the year in which the Participant terminated employment. In the event a Participant elects to receive annual installment payments over a period of two or more years, such annual payments shall be made insubstantially equal annual installments, unless the Participant designates at the time of making his Payment Option election a specific percentage of his Account to be distributed in each year. All specified percentages must be a whole multiple of10% and the total of all designated percentages must be equal to 100%. 

 

Example 1: If a Participant elects (or is deemed to elect) a Payment Option that provides for a lump sum payment and terminates employment in 2002, such lump sum shall be paid on or about January 31 in 2003. A Participant alternativelycould designate January 31 of 2004, 2005, 2006 or 2007 in which to receive his lump sum. 

 

Example 2: If a Participant elects a Payment Option that provides for annual installments over a period of four years and terminates employment in 2002, each installment paid on or about January 31, 2003 through 2006will 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, 2003, 20% in January, 2004, 30%in January, 2005 and 40% in January, 2006; or, any other combination of percentages that totals 100%. 

 

(c) A Participant may change his Payment Option, and at the same time any designated percentages, no more than three times over the course of hisemployment with the Company or any affiliate. A Participant may change an existing Payment Option only one time in any calendar year. Any change of a Participant’s existing Payment Option election made less than six months prior to theParticipant’s termination of employment for any reason shall be null and void and the Participant’s last valid Payment Option shall remain in effect. 

 

5.3 Investments. All Excess Salary Reduction Contributions, Excess Bonus Deferral Contributions and Employer Match, if any, will be creditedwith 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 ReductionContributions and Matching Employer Contributions invested under the Blockbuster Investment Plan; or if none, in the fixed income investment fund option available in the Blockbuster Investment Plan. If 

 

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a Participant elects a Payment Option other than a single lump sum payable on or about the January 31st of the calendar year following the calendar year in which the Participant terminates employment, all amounts credited to theParticipant’s Account shall be credited with earnings based on the rate of return in the fixed income investment fund option available under the Blockbuster Investment Plan beginning January 1 of the calendar year following the year in whichthe Participant terminates employment. 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. 

 

5.4 Account Statements. Each Participant will be given, at least annually, a statement showing (i) the amount ofExcess Salary Reduction Contributions, (ii) the amount of Excess Bonus Deferral Contributions, (iii) the amount of Employer Match, if any, made with respect to his Annual Account for such Plan Year, and (iv) the balance of the Participant’sAccount after crediting investments. 

 

Section 6. Payment. 

 

A Participant (or aParticipant’s beneficiary) shall be paid the balance in his Account following termination of employment in accordance with the Payment Options elected by the Participant. 

 

Section 7. Nature of Interest of Participant. 

 

Participation in this Plan will not create, in favor of any Participant, anyright or lien on 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 benefitspayable 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 nospecial 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 construedto 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 theParticipant. 

 

Section 8. HardshipDistributions and Deferral Revocations. 

 

A Participant mayrequest the 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 anunanticipated emergency that is caused by an event beyond the control of the Participant and that would result in severe financial hardship to the Participant if early distribution were not permitted. The Committee may request that the Participantprovide certifications and other evidence of qualification for such emergency hardship distribution as it determines appropriate. The decision of the Committee with respect to the grant or denial of all or any part of such request shall be in thesole discretion of the Committee, whether or not the Participant demonstrates an immediate financial emergency exits, and shall be final and binding and not subject to review. 

 

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Section 9. Beneficiary Designation. 

 

A Participant’s beneficiary designation for this Plan willautomatically be the same as such Participant’s beneficiary designation under the Blockbuster Investment Plan unless a separate Designation of Beneficiary Form for this Plan has been properly filed. 

 

Section 10. Administration. 

 

10.1 Committee. This Plan will be administered by the Committee, themembers of which will be selected by the Board of Directors of Viacom Inc. 

 

10.2 Powers of the Committee. The 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 possibleambiguities, inconsistencies, or omissions by a general rule or particular decision, and 
 
 (iii) to adopt rules consistent with the Plan. 
 

10.3 Claims Procedure. The Committee shall have the exclusive right to interpret the Plan and to decide any and all matters arising thereunder. Inthe 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 givennotice 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 anexplanation 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 Committee. The Participant will have the right to reviewpertinent Plan documents and to submit issues and comments in writing. The 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 Committee, atits discretion, may request a meeting to clarify any matters deemed appropriate. 

 

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

 

Section 11. No Employment Rights. 

 

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

 

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Section 12. Amendment, Suspension, and Termination. 

 

The Board of Directors shall have the right to amend, suspend, or terminatethe Plan at any time. No amendment, modification 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 Committee shall continue toadminister the Plan in accordance with the relevant provisions thereof. 

 

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