SEVEN HUNDRED
FIFTY THOUSAND DOLLARS ($1,750,000) PER ANNUM (THE "SALARY"), PAYABLE IN
ACCORDANCE WITH CBS'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 CBS,
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 CBS 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 CBS 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 CBS 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).
CBS'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 CBS.
(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 CBS, DETERMINED AND PAYABLE AS
FOLLOWS (THE "BONUS"):
(I)
YOUR BONUS FOR EACH OF THE CALENDAR YEARS OR PORTION THEREOF
DURING YOUR EMPLOYMENT WITH CBS 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 CBS AND SHALL BE DETERMINED, IN
ACCORDANCE WITH THE CBS SENIOR EXECUTIVE SHORT-TERM INCENTIVE PLAN, AS THE SAME
MAY BE AMENDED FROM TIME TO TIME (THE "SENIOR EXECUTIVE STIP").
2
(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 EMPLOYMENT AGREEMENT.
THE COMPENSATION COMMITTEE AND THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF NEW VIACOM (THE "NEW VIACOM
COMPENSATION COMMITTEE") WILL JOINTLY DETERMINE THE EXTENT TO WHICH