FOR 2005 AND SUBSEQUENT YEARS WILL BE
41
DETERMINED BY THE PARTIES HERETO AND WILL BE SHARED BETWEEN NEW VIACOM AND CBS
ON THE BASIS OF 50% FOR NEW VIACOM AND 50% FOR CBS.
CBS AND NEW VIACOM WILL
JOINTLY DETERMINE THE AMOUNT OF MR. FOLTA'S LONG-TERM INCENTIVE COMPENSATION AND
EACH WILL AWARD 50% OF MR. FOLTA'S LONG-TERM COMPENSATION, WITH THE FORM OF THE
GRANTS TO BE CONSISTENT WITH GRANTS FOR OTHER EXECUTIVE OFFICERS OF CBS AND NEW
VIACOM.
MR. FOLTA SHALL BE ELIGIBLE TO PARTICIPATE IN THE VIACOM EMPLOYEE
BENEFIT PLANS AND THE NEW VIACOM EMPLOYEE BENEFIT PLANS IN ACCORDANCE WITH THE
TERMS OF SUCH PLANS.
(C)
THE INDIVIDUALS IDENTIFIED ON SCHEDULE 2.14(C) SHALL, AS OF THE
SEPARATION DATE, BE EMPLOYEES OF NEW VIACOM.
ACKNOWLEDGING THAT SUCH
INDIVIDUALS WILL PERFORM SIGNIFICANT SERVICES FOR MR. REDSTONE AND HIS OFFICE IN
MR. REDSTONE'S CAPACITY AS CHAIRMAN OF CBS AND FOR MR. FOLTA IN HIS CAPACITY AS
A MEMBER OF THE OFFICE OF THE CHAIRMAN, CBS SHALL REIMBURSE NEW VIACOM FOR 50%
OF THE COST OF COMPENSATION AND BENEFITS OF SUCH INDIVIDUALS ACCORDING TO
PROCEDURES AGREED TO BY CBS AND NEW VIACOM.
(D)
THE TICKETS LISTED ON SCHEDULE 2.14(D) SHALL BE ALLOCATED IN
ACCORDANCE WITH THE MANNER SET FORTH THEREIN.
ARTICLE III
CONFIDENTIALITY; EXCHANGE OF INFORMATION
Section 3.01
Ownership of Information.
Subject to Section 3.06, any
Information owned by a Providing Party that is provided to a Requesting Party
pursuant to Section 3.04 shall be deemed to remain the property of the Providing
Party.
Unless specifically set forth herein or in any Ancillary Agreement,
nothing contained in this Agreement shall be construed as granting or conferring
rights of license or otherwise in any such Information.
Section 3.02
Restrictions on Disclosure of Information.
(A)
WITHOUT LIMITING ANY RIGHTS OR OBLIGATIONS UNDER ANY OTHER
AGREEMENT BETWEEN OR AMONG ANY MEMBER OF THE CBS GROUP AND ANY MEMBER OF THE NEW
VIACOM GROUP RELATING TO CONFIDENTIALITY AND SUBJECT TO SECTION 3.03 AND SECTION
3.08, EACH OF THE PARTIES HERETO AGREES THAT IT SHALL NOT, AND SHALL NOT PERMIT
ANY MEMBER OF ITS GROUP TO, AND THAT ITS OR THEIR RESPECTIVE REPRESENTATIVES
SHALL NOT, DISCLOSE TO ANY PERSON OR USE ANY INFORMATION WITH RESPECT TO THE
MEMBERS OR THE BUSINESSES OF THE OTHER GROUP ("CONFIDENTIAL INFORMATION") (OTHER
THAN TO SUCH MEMBERS OF ITS GROUP OR ITS OR THEIR REPRESENTATIVES ON A
"NEED-TO-KNOW" BASIS IN CONNECTION WITH THE PURPOSE FOR WHICH THE CONFIDENTIAL
INFORMATION WAS ORIGINALLY DISCLOSED).
SUCH INFORMATION SHALL NOT BE DEEMED
CONFIDENTIAL INFORMATION TO THE EXTENT THAT IT IS OR WAS (I) IN THE PUBLIC
DOMAIN OTHER THAN AS A RESULT OF THE BREACH OF THIS AGREEMENT OR ANY OTHER
AGREEMENT BETWEEN ANY MEMBER OF THE CBS GROUP AND ANY MEMBER OF THE NEW VIACOM
GROUP, (II) AVAILABLE TO THE REQUESTING PARTY OUTSIDE THE CONTEXT OF THE PRIOR
RELATIONSHIP ON A NON-CONFIDENTIAL BASIS PRIOR TO THE DISCLOSURE OF SUCH
CONFIDENTIAL INFORMATION BY THE PROVIDING PARTY OR (III) INDEPENDENTLY DEVELOPED
BY, OR ON BEHALF OF,