Exhibit
10(m)


 


VIACOM


BONUS DEFERRAL PLAN


FOR DESIGNATED SENIOR
EXECUTIVES


 


EFFECTIVE AUGUST 28, 2002


 


 


Section 1.                                            Establishment
and Purpose of the Plan.


 


1.1                                 Establishment.  There is hereby established for the benefit
of Participants an unfunded plan of voluntarily deferred compensation known as
the Viacom Bonus Deferral Plan for Designated Senior Executives.  Participation in this Plan is limited to
employees of an Employer who are identified by the Company as executive
officers and directors for purposes of Section 16(b) of the Securities Act of
1934 (“Reporting Employees”).  Any Bonus
deferrals made under the Viacom Excess 401(k) Plan by any Eligible Employee who
was a Participant in the Viacom Excess 401(k) Plan prior to the date he becomes
a Reporting Employee shall remain in the Viacom Excess 401(k) 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 cash bonus
paid under the Viacom Inc. Short-Term Incentive Plan and any other comparable
annual cash bonus plan sponsored by any Employer.


 


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
Section 4 of the Plan.


 


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


 


2.3                                 Bonus.        The
term “Bonus” shall mean any cash bonus paid under the Viacom Inc. Short-Term
Incentive Plan and any other comparable annual cash bonus plan sponsored by any
Employer.


 


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


 


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


 


2.6                                 Company.        The
term “Company” means Viacom Inc.


 


2.7                                 Disability.        A
Participant shall be deemed to have incurred a “Disability’ or to be “Disabled”
if the 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 4 of the
Plan.


 


2.8                                 Eligible
Employee.     The term “Eligible Employee” means
an employee of an Employer who is an eligible employee under the Viacom Excess
401(k) Plan for Designated Senior Executives. 
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 Viacom 401(k)
Excess Plan for Designated Senior Executives.


 


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


 


2.10                           Investment
Options.     The term “Investment Options” means
the investment funds available to participants in the Viacom 401(k) Plan,
excluding the Self-Directed Brokerage Account.


 


2.11                           Joint
Payment Option.  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 Viacom Excess 401(k) Plan for Designated Senior
Executives and to his Account in this Plan. 
..


 


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


 


2.13                           Plan.     The
term “Plan” means the Viacom Bonus Deferral Plan for Designated Senior
Executives as set forth herein, as amended from time to time.


 


Section 3.                                            Participation.


 


3.1                                 Election
to Participate.


 


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


 


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(b)          (i) 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 Viacom Excess 401(k) Plan shall be
recognized by and be deemed to have been made under this Plan, and such
Eligible Employee shall become a Participant in this Plan on August 28, 2002.


 


(ii) For any employee who
first becomes an Eligible Employee after 2002, any bonus deferral election made
under the Viacom Bonus Deferral for the Bonus to be earned in the year in which
he first becomes an Eligible Employee in this Plan, shall be recognized by and
be deemed to have been made under this Plan, and such Eligible Employee shall
become a Participant in this Plan on the date he becomes an Eligible Employee
in this Plan.


 


(c) For the Plan Year in which an employee first
becomes an Eligible Employee, if such Eligible Employee was not an eligible
employee under the Viacom Bonus Deferral Plan immediately prior to becoming an
Eligible Employee, such Eligible Employee must elect 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 becomes an
Eligible Employee in order for the election to be valid.  Prior to December 31 of each Plan Year, an
Eligible Employee may elect 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 make a Bonus Deferral Contribution election with respect
to any cash bonus to be earned in 2003 that is scheduled to be paid in 2004
under the Viacom 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 Excess Salary Reduction Contribution election


 


3.2                                 Amount
of Elections.


 


Each election filed by a Participant must specify 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 2002 that are attributable to the Bonus
Deferral Contribution elections originally made under the Viacom Excess 401(k)
Plan.


 


4.2                                 Joint
Payment Option Election.


 


(a)  With
respect to each Participant in the Plan on August 28, 2002 who became on that
date a participant in the Viacom Excess 401(k) Plan for Designated Senior
Executives, any Joint Payment Option election under the Viacom Excess 401(k)
Plan for Designated Senior Executives shall apply to the total of all amounts
credited to the Participant’s Account in this Plan.


 


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(b)  If an
Eligible Employee first becomes a Participant in this Plan after August 28,
2002, any Joint Payment Option election made by the Participant under the
Viacom Excess 401(k) Plan for Designated Senior Executives shall apply to the
Participant’s Account in this Plan.


 


(c) If an Eligible Employee was not a participant in
the Viacom Excess 401(k) Plan for Designated Senior Executives and 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 a Participant shall also
apply to any future Excess Salary Deferral Contributions that the Participant
may make under the Viacom Excess 401(k) Plan for Designated Senior Executives.


 


(d)  A
Participant may elect to receive his entire Account in either (1) a single lump
sum; or, (2) over a period of two, three, four or 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 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 31 of
the calendar year immediately following the end of the Plan Year in which the
Participant terminates employment.  In
the event 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 31 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 31 of the 2nd, 3rd, 4th
or 5th 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 Payment Option that provides for
a lump sum payment and terminates employment in 2003, such lump sum shall be
paid on or about January 31, 2004.  A
Participant alternatively could designate January 31 of 2005, 2006, 2007 or
2008 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 2003, each installment
paid on or about January 31, 2004 through 2007 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, 2004,
20% in January, 2005, 30% in January, 2006 and 40% in January 2007; or, any
other combination of percentages which totals 100%.


 


(e)  Any change
of Joint Payment Option election made by a Participant under the Viacom
Excess  401(k)  Plan for Designated Senior Executives shall apply to the
Participant’s


 


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Account in this Plan.  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) All Bonus Deferral Contributions will be 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 Viacom 401(k) Plan; or if no such election has been made, in the
PRIMCO Stable Value Fund (or any successor fund).


 


(b) If a Participant elects (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, no
additional adjustments will be made to the Participant’s Account after December
31st of the calendar year in which the Participant terminates
employment.  If a 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 in the PRIMCO Stable Value Fund (or any
successor fund) beginning January 1st of the calendar year following the year
in which the Participant terminates employment and continuing through December
31st of the calendar year immediately preceding the calendar year in
which the single lump sum is paid.


 


(c) If a Participant elects annual payments, no
additional adjustments will be made to any amount payable in the first calendar
year following the year in which the Participant terminates employment.  For any annual payments made in the second,
third, fourth or fifth 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 in the PRIMCO Stable Value Fund (or
any successor fund) beginning January 1st of the calendar year following the
year in which the Participant terminates employment and continuing through
December 31st of the calendar year immediately preceding the
calendar year in which each payment is made.


 


(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.


 


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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.


 


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 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 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 Committee with respect
to the grant or denial of all or any part of such request shall be in the sole
discretion of the Committee, whether or not the Participant demonstrates an
immediate financial emergency exists, and shall be final and binding and not
subject to review.


 


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Section 8.                                            Beneficiary
Designation.


 


A Participant’s beneficiary designation for this Plan
will automatically be the same as the Participant’s beneficiary designation
recognized under the Viacom Excess 401(k) Plan for Designated Senior
Executives.


 


Section 9.                                            Administration.


 


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


 


9.2                                 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 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 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 nay, 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
Committee.  The Participant will have
the right to review pertinent 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, at its discretion, may
request a meeting to clarify any matters deemed appropriate.


 


9.4                                 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 be
final and binding for all purposes and upon all interested persons, their
heirs, and personal representatives.


 


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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.


 


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 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 Retirement 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
Committee shall continue to administer the Plan in accordance with the relevant
provisions thereof.


 


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