Exhibit 10.1


[New Viacom Corp.
Letterhead]


December 29, 2005


 


Sumner M. Redstone

c/o Viacom Inc.

1515 Broadway

New York, New York 10036


 


Dear Mr. Redstone:


 


You have previously
entered into an employment agreement with Viacom Inc., a Delaware corporation (“Viacom”),
effective as of July 1, 2004 (the “Viacom Employment Agreement”),
pursuant to which you served as chairman of the board of directors and chief
executive officer of Viacom.  In
connection with the merger (the “Merger”) of Viacom and Viacom Merger
Sub Inc., a Delaware corporation (“Viacom Merger Sub”), and the related
separation of the business of New Viacom Corp., a Delaware corporation (“New
Viacom”) and CBS Corporation (“CBS”), New Viacom is entering into
this letter agreement with you (the “Agreement”).  If for any reason the Merger is not
consummated, this Agreement shall not enter into effect and shall be considered
null and void.


 


1.             Title;
Duties; and Effective Date. 
Effective as of the effective date of the Merger (the “Effective Date”),
you will be employed as Executive Chairman and Founder of New Viacom and will
serve in this capacity pursuant to the terms of this Agreement.  As Executive Chairman and Founder of New
Viacom, you shall have all the rights, powers, authority, functions, duties and
responsibilities customarily associated with the position of an executive
chairman, and such additional rights, powers, authority, functions, duties and
responsibilities as are assigned to the office of Chairman of the Board under
New Viacom’s Amended and Restated Bylaws and as the Board of Directors of New
Viacom (the “Board”) may assign to you from time to time that are
commensurate with your status as Executive Chairman and Founder.  Without limiting the foregoing, you will be
actively engaged in, and have responsibility, working with the Board and the
President and Chief Executive Officer of New Viacom (the “CEO”), for (a) the
overall leadership and strategic direction of New Viacom, (b) providing
guidance and support to senior management of New Viacom, (c) the
coordination of the activities of the Board and (d) communication with
shareholders and other important constituencies.  The CEO shall report directly to you and to
the Board, and you will be given regular access to senior management of New Viacom.  New Viacom acknowledges that in addition to
your services pursuant to this Agreement, you will simultaneously serve as executive
chairman and founder of CBS.


 


2.             Compensation.  As the sole compensation for services to be
rendered by you in all capacities to New Viacom, its subsidiaries and
Affiliates, you will receive the


 





















 


compensation specified herein from New Viacom.  For purposes of this Agreement, “Affiliate”
means any corporation or other entity that is controlled by New Viacom.


 


(a)           Salary.  For all the services rendered by you in any
capacity hereunder, New Viacom agrees to pay you salary at the rate of One
Million Seven Hundred Fifty Thousand Dollars ($1,750,000) per annum (the “Salary”),
payable in accordance with New Viacom’s then effective payroll practices but no
less frequently than semi-monthly.


 


(b)           Deferred Compensation.  In addition to your Salary, you shall earn,
with respect to each payroll period during your employment with New Viacom,
additional amounts (“Deferred Compensation”), the payment of which
(together with the return thereon as provided in this paragraph 2(b)), shall be
deferred until January of the first calendar year following the year in
which you cease to be an employee of New Viacom and payable at that time or at
such later date as shall be determined pursuant to paragraph 13, provided,
however, that, except in the event of your death, the Deferred
Compensation will not be payable to you earlier than six (6) months
following your termination of employment. The Deferred Compensation shall be
based on an annualized rate of One Million Three Hundred Thousand Dollars ($1,300,000).  Deferred Compensation shall be credited to a
bookkeeping account maintained by New Viacom on your behalf, the balance of
which account shall periodically be credited (or debited) with deemed positive
(or negative) return calculated in the same manner, and at the same times, as
the deemed return on your account under the New Viacom Excess 401(k) Plan for Designated
Senior Executives (as such plan may be amended from time to time, the “Excess
401(k) Plan”) is determined (it being understood and agreed that, if at any
time during which the Deferred Compensation remains payable, your account
balance in the Excess 401(k) Plan is distributed in full to you, your Deferred
Compensation account shall continue to be credited or debited with a deemed
return based on the investment portfolio in which your Excess 401(k) Plan
account was notionally invested immediately prior to its distribution).  New Viacom’s obligation to pay the Deferred
Compensation (including the return thereon provided for in this paragraph 2(b))
shall be an unfunded obligation to be satisfied from the general funds of New
Viacom.


 


(c)           Bonus Compensation.  In addition to your Salary and Deferred
Compensation, you shall be entitled to receive bonus compensation for each of
the calendar years during your employment with New Viacom, determined and
payable as follows (the “Bonus”):


 


(i)            Your Bonus for each of the
calendar years or portion thereof during your employment with New Viacom will
be based upon achievement of the performance goal(s) established by the
compensation committee of the Board (the “Compensation Committee”) for
each calendar year and partial calendar year performance period during your
employment with New Viacom and shall be determined, in accordance with the New
Viacom Senior Executive Short-Term Incentive Plan, as the same may be amended
from time to time (the “Senior Executive STIP”).


 


(ii)           For 2005, the performance goals under the STIP were
established by the compensation committee of the board of directors of Viacom
pursuant to the Viacom


 


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Employment Agreement.  The Compensation Committee and the
compensation committee of the board of directors of CBS (the “CBS
Compensation Committee”) will jointly determine the extent to which the
2005 performance goals were achieved and the amount of your 2005 bonus.  CBS will pay you 50% of the amount so
determined from the Senior Executive STIP, and New Viacom will pay you the
remaining 50%.


 


(iii)          Your target Bonus for 2006 and each other calendar year or
portion thereof during your employment with New Viacom shall be two hundred
percent (200%) of your Salary and Deferred Compensation at the annualized rate
in effect at the end of such period. 
Your Bonus shall be prorated for any partial calendar year that you are
employed by New Viacom under this Agreement.


 


(iv)          Assuming the performance goals pre-established by the
Compensation Committee for each calendar year or partial calendar year
performance period during your employment with New Viacom has been achieved and
certified by the Committee, the Compensation Committee is entitled to use its
negative discretion to reduce the amount of the Bonus that you are entitled to
receive for such performance period.


 


(v)           Your Bonus for any calendar year during your employment with
New Viacom shall be payable by February 28th of the following year.  For the avoidance of doubt, it is understood
that you will receive the Bonus to which you are entitled for each calendar
year in which you were employed, even if you are not employed on February 28th
of the following year or on the actual date on which bonuses are paid for such
year.


 


(vi)          In the event that the Senior Executive STIP is amended or
terminated, you will be given an opportunity under the amended or successor
plan to earn bonus compensation equivalent to the amount that you could have
earned under this paragraph 2(c) but subject to the same limitations.


 


(d)           Long Term Compensation.  This paragraph 2(d) sets forth your
entitlements with respect to awards of long-term compensation under the New
Viacom Long-Term Management Incentive Plan or a successor plan (collectively,
the “LTMIP”):


 


(i)            Stock Option Grants.  Pursuant to the Viacom Employment Agreement,
the compensation committee of the board of directors of Viacom awarded you, on July 1,
2004, options to purchase an aggregate of One Million Five Hundred Thousand
(1,500,000) shares of Viacom Class B Common Stock (your “Viacom Options”)
as follows:


 


(1)           a
grant of stock options to purchase Five Hundred Thousand (500,000) shares of
Viacom Class B Common Stock that vested on December 31, 2004; and


 


(2)           a
grant of stock options to purchase One Million (1,000,000) shares of Viacom Class B
Common Stock scheduled to vest in four (4) equal


 


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installments on July 1, 2005, July 1, 2006, July 1,
2007,  and July 1, 2008.  Twenty-five percent (25%) of this grant,
covering Two Hundred Fifty Thousand (250,000) shares of Viacom Class B
Common Stock, vested on July 1, 2005 pursuant to the foregoing schedule.


 


Your Viacom Options were granted with a per share exercise price of
Thirty-Five Dollars and Fifty-One Cents ($35.51).  In connection with the Merger, your Viacom
Options will be converted into stock options under the 2004 LTMIP to purchase
shares of Class B Common Stock of New Viacom (“New Viacom Options”)
and options under the CBS 2004 Long-Term Management Incentive Plan (the “CBS
LTMIP”) to purchase shares of Class B Common Stock of CBS.  The number of your New Viacom Options, and
the per share exercise price therefor, will be determined in accordance with
the Merger Agreement, dated as of November 21, 2005, among Viacom, New
Viacom and Viacom Merger Sub (the “Merger Agreement”).  The vesting schedule of your New Viacom
Options will be the same as the vesting schedule for your Viacom Options
before the Merger, and your New Viacom Options will have such other terms
(including without limitation any terms relating to exercise periods,
expiration, payment, forfeiture, and the consequences of termination of
employment and changes in control) as apply to your Viacom Options before the
Merger.


 


(ii)           Restricted Units.  Pursuant to the terms of the Viacom
Employment Agreement, the compensation committee of the board of directors of
Viacom awarded you a grant of One Hundred Fifteen Thousand (115,000) restricted
share units (the “Viacom Restricted Units”) during the first calendar
quarter of 2005.  Each Viacom Restricted
Unit corresponds to one (1) share of Viacom Class B Common Stock.


 


(1)           In
connection with the Merger, the Viacom Restricted Stock Units awarded to you in
2005 will be converted into a number of restricted shares units under the LTMIP
(“New Viacom Restricted Units”) and a number of restricted share units
under the CBS LTMIP as determined in accordance with the Merger Agreement.  Each New Viacom Restricted Unit will
correspond to one (1) share of Class B Common Stock of New Viacom.


 


(2)           The
vesting of your award of Viacom Restricted Units for 2005 was conditioned on a
performance goal requirement for a performance period that will end on December 31,
2005.  The Compensation Committee and the
CBS Compensation Committee will jointly determine the extent to which such
performance goal was achieved.  The New
Viacom Restricted Units will be payable only in shares of New Viacom Class B
Common Stock.  Notwithstanding anything
herein to the contrary, payment of the New Viacom Restricted Units will be
deferred to the date determined in accordance with paragraph 13 if such date is
later than the date on which payment would otherwise be made.


 


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3.             Benefits.


 


(a)           You shall be entitled to participate in such medical, dental
and life insurance, 401(k), pension and other plans as New Viacom may have or
establish from time to time and in which any other New Viacom executives are
eligible to participate; provided, however, that for so long as
you shall remain an executive officer or other employee of CBS, the maximum
amount of compensation that may be taken into account to determine your
benefits or maximum deferrals under the New Viacom Excess Pension Plan and the
New Viacom Excess 401(k) Plan for Designated Senior Executives shall be fifty
percent (50%) of the amount that may be taken into account for New Viacom
executives who are not CBS employees.  It
is understood and agreed that all benefits you may be entitled to as an employee
of New Viacom shall be based upon your Salary plus Deferred Compensation (as
though it were Salary), as set forth in paragraphs 2(a) and 2(b) and
subject to the proviso of the preceding sentence, and not upon any bonus
compensation due, payable or paid to you hereunder, except where the benefit
plan expressly provides otherwise.  This
paragraph 3(a) shall not be construed to require New Viacom to establish
any such plans or to prevent the modification or termination of such plans once
established, and no such action or failure thereof shall affect this
Agreement.  In the event your benefits in
such plans are reduced or terminated and such reduction or termination was not
the result of a change in law, New Viacom shall continue to provide you with
benefits equivalent to the benefits provided prior to any such reduction or
termination during your employment with New Viacom.  You shall be entitled to four (4) weeks
vacation.


 


(b)           New Viacom shall provide you with no less than Two Million
Five Hundred Thousand Dollars ($2,500,000) of life insurance during your
employment with New Viacom; provided that the amount of such life
insurance, when aggregated with life insurance provided to you by CBS, and the
terms and conditions under which it is provided, shall be no less favorable
than the amount of life insurance currently in effect for you from Viacom.  You shall have the right to assign the policy
for such life insurance to your spouse and/or issue or to a trust or trusts
primarily for the benefit of your spouse or issue.


 


4.             Business
Expenses, Perquisites.  During your
employment with New Viacom, you shall be reimbursed for such reasonable travel
and other expenses incurred in the performance of your duties hereunder on a
basis no less favorable than that provided by New Viacom to any of its senior
executives but in any event on a basis no less favorable to you than had
previously been provided to you prior to the date of this Agreement.  For so long as you shall remain an executive
officer or other employee of CBS, any travel or other expenses that you incur
on behalf of both New Viacom and CBS shall be apportioned between New Viacom
and CBS as determined by you in good faith pursuant to guidelines established
jointly by New Viacom and CBS.  Subject
to paragraph 3(a), you shall be entitled to receive all perquisites made
available by New Viacom from time to time during your employment with New
Viacom to any other senior executives of New Viacom but in any event on a basis
no less favorable to you than had previously been provided to you prior to the
date of this Agreement.  Without limiting
the generality of the foregoing, you shall be entitled to (i) car
insurance in accordance with New Viacom’s policy and (ii) use of a private
airplane in accordance with New Viacom’s policy on a


 


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basis no less favorable than that provided by New Viacom to any of its
senior executives but in any event on a basis no less favorable to you than had
previously been provided to you prior to the date of this Agreement.  New Viacom shall pay all fees and expenses of
your counsel and other fees and expenses which you may incur in an effort to
establish entitlement to compensation or other benefits under this Agreement in
the event that you ultimately prevail.


 


5.             Indemnification.


 


(a)           New Viacom shall indemnify and hold you harmless, to the
maximum extent permitted by law and by the Certificate of Incorporation and/or
the Bylaws of New Viacom, against judgments, fines, amounts paid in settlement
of and reasonable expenses incurred by you in connection with the defense of
any pending or threatened action or proceeding (or any appeal therefrom) in
which you are or may become a party by reason of your position as Executive
Chairman and Founder or any other office you may hold with New Viacom or its
Affiliates or by reason of any prior positions held by you with New Viacom or
any of its Affiliates or predecessors or for any acts or omissions made by you
in good faith in the performance of any of your duties as an officer of New
Viacom.


 


(b)           To the extent that New Viacom maintains officers’ and
directors’ liability insurance, you will be covered under such policy subject
to the exclusions and limitations set forth therein.


 


6.             Notices.  All notices required to be given hereunder
shall be given in writing, by personal delivery or by mail at the respective
addresses of the parties hereto set forth above, or at such other address as
may be designated in writing by either party. 
Any notice given by mail shall be deemed to have been given three days
following such mailing.


 


7.             Assignment.  This is an Agreement for the performance of
personal services by you and may not be assigned by you or New Viacom except
that New Viacom may assign this Agreement to any Affiliate of or any successor
in interest to New Viacom, provided that such assignee assumes the obligations
of New Viacom hereunder.


 


8.             New
York Law, Etc.  This Agreement and
all matters or issues collateral thereto shall be governed by the laws of the
State of New York applicable to contracts entered into and performed entirely
therein.  Any action to enforce this
Agreement shall be brought in the state or federal courts located in the City
of New York.


 


9.             Termination
at Will.  This Agreement can be terminated
by either party at will upon notice to the other party, provided that any
termination is not intended, and shall not be construed, to affect your rights
in any compensation and benefits that have been granted or accrued prior to
such termination.


 


10.           Entire
Understanding.  This Agreement
contains the entire understanding of the parties hereto relating to the subject
matter herein contained, and can be changed only by a writing signed by both
parties hereto.


 


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11.           Void
Provisions.  If any provision of this
Agreement, as applied to either party or to any circumstances, shall be
adjudged by a court to be void or unenforceable, the same shall be deemed
stricken from this Agreement and shall in no way affect any other provision of
this Agreement or the validity or enforceability of this Agreement.


 


12.           Supersedes
Previous Agreements.  Effective as of
the Effective Date, this Agreement shall supersede and cancel all prior
agreements relating to your employment by New Viacom or any of its Affiliates
and predecessors, including, without limitation, the Viacom Employment
Agreement (and any incentive awards or other compensation contemplated or
provided for therein that are not granted or accrued as of the Effective Date).  Notwithstanding the preceding sentence, this
Agreement is not intended, and shall not be construed, to affect your rights in
any compensation or benefits that have been granted or accrued prior to the
Effective Date.


 


13.           Deductions
and Withholdings, Payment of Deferred Compensation.  All amounts payable under this Agreement
shall be paid less deductions and income and payroll tax withholdings as may be
required under applicable law and any property (including shares of New Viacom Class B
Common Stock), benefits and perquisites provided to you under this Agreement
shall be taxable to you as may be required under applicable law.  Notwithstanding any other provisions of this
Agreement to the contrary, no payment for any restricted share units or
distribution of any other deferred compensation shall be made sooner than the
earliest date permitted under the provisions of the Internal Revenue Code of
1986, as amended, or the rules or regulations promulgated thereunder, as
in effect on the date of such payment, in order for such payment to be taxable
at the time of the distribution thereof without imposition of additional taxes
under Section 409A of the Internal Revenue Code (including any regulations
and guidance thereunder).


 


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If the foregoing
correctly sets forth our understanding, please sign, date and return all four (4) copies
of this Agreement and return it to the undersigned for execution on behalf of
New Viacom; after this Agreement has been executed by New Viacom and a fully
executed copy returned to you, it shall constitute a binding agreement between
us.


 


 


	
   

  	
  NEW VIACOM CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael D. Fricklas

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael D. Fricklas

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,

  
	
   

  	
   

  	
  General Counsel and

  
	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Sumner M. Redstone

  	
   

  	
   

  	
   

  
	
  Sumner M. Redstone

  	
   

  	
   

  
							



 


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