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
2
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