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 CBS 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 CBS 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 CBS 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 CBS
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 CBS 2004
LONG-TERM MANAGEMENT INCENTIVE PLAN (THE "2004 LTMIP") 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:
3
(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
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