{"id":38737,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/deferred-compensation-and-stock-plan-for-directors-cbs-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferred-compensation-and-stock-plan-for-directors-cbs-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferred-compensation-and-stock-plan-for-directors-cbs-corp.html","title":{"rendered":"Deferred Compensation and Stock Plan for Directors &#8211; CBS Corp. and Viacom Inc."},"content":{"rendered":"<pre>\n                                 CBS CORPORATION\n\n                      DEFERRED COMPENSATION AND STOCK PLAN\n                                  FOR DIRECTORS\n\n                      (as amended as of February 24, 2000)\n\nSection 1. Introduction\n\n1.1 Establishment. CBS Corporation, a Pennsylvania corporation formerly\nknown as Westinghouse Electric Corporation (the \"Company\" or \"CBS\"), \nhas established the Deferred Compensation and Stock Plan for Directors, \nas amended from time to time (the \"Plan\"), for those directors of the \nCompany who are neither officers (other than non-executive officers) \nnor employees of the Company. The Plan provides, among other things, \nfor the payment of specified portions of the Annual Director's Fee and \nthe Annual Board Chairman's Fee, if applicable, in the form of Stock \nOptions and Restricted Stock, the payment of the Annual Committee \nChair's Fee in the form of Restricted Stock, the granting of Stock \nOptions and Restricted Stock as additional Director compensation, and\nthe opportunity for the Directors to defer receipt of all or a part of \ntheir cash compensation. Unless otherwise provided for herein, the \nterm Company includes CBS Corporation and its subsidiaries.\n\n1.2 Purposes. The purposes of the Plan are to encourage the Directors \nto own shares of the Company's stock and thereby to align their \ninterests more closely with the interests of the other shareholders of \nthe Company, to encourage the highest level of Director performance, \nand to provide a financial incentive that will help attract and retain \nthe most qualified Directors.\n\nSection 2. Definitions\n\n2.1   Definitions. The following terms will have the meanings set forth\nbelow:\n\no     \"Annual Board Chairman's Fee\" means the annual amount (which may be\nprorated) established from time to time by the Board as the annual\nfee to be paid to the Board Chairman, if any, for his or her\nservices as Board Chairman.\n\no     \"Annual Committee Chair's Fee\" means the annual amount (which may be\nprorated for a Director serving as a committee chair for less than a\nfull year) established from time to time by the Board as the annual\nfee to be paid to Directors for their services as chairs of standing\ncommittees of the Board.\n\no     \"Annual Director's Fee\" means the annual amount (which may be\nprorated for a Director serving less than a full calendar year, as\nin the case of a Director who will be retiring or not standing for\nreelection at the annual meeting of shareholders or a Director\njoining the Board (or otherwise first becoming a Director) after the\nbeginning of the year) established from time to time by the Board as\nthe annual fee to be paid to Directors for their services as\ndirectors.\n\n\n                                      -1-\n\n \n      o     \"Attendance Percentage\" for a Director with respect to a particular\n            Grant Year means the percentage of the aggregate of all meetings of\n            the Board and committees of which the Director was a member held\n            during the Grant Year (or, for Directors who join the Board or\n            otherwise first become Directors after the beginning of the Grant\n            Year, Directors who retire at the annual meeting of shareholders (as\n            described in the Company's By-laws) held during the Grant Year,\n            Directors who do not stand for reelection at the annual meeting of\n            shareholders held during the Grant Year, or Directors who die during\n            the Grant Year, the aggregate of all such meetings held for the\n            portion of the Grant Year during which the Director served as a\n            director), excluding any meeting(s) not attended because of illness,\n            travel conditions, or other excused absences, which were attended by\n            the Director. Except as otherwise provided below, in the event that\n            a Director ceases to be a director at any time during the Grant Year\n            for any reason other than retirement at the annual meeting of\n            shareholders, not standing for reelection at the annual meeting of\n            shareholders, or death, all meetings held during the Grant Year of\n            the Board and committees of which he was a member at the time of\n            termination of service will continue to be included as meetings when\n            calculating the Attendance Percentage.\n\n      o     \"Board\" means the Board of Directors of the Company.\n\n      o     \"Board Chairman\" means the director who is the non-employee,\n            non-executive chairman of the Board, if any.\n\n      o     \"Cash Account\" means the account established by the Company in\n            respect of each Director pursuant to Section 6.3(a) hereof and to\n            which deferred cash compensation has been or will be credited\n            pursuant to the Plan.\n\n      o     \"Cause\" means any act of (i) fraud or intentional misrepresentation\n            or (ii) embezzlement, misappropriation or conversion of assets or\n            opportunities of the Company or any of its direct or indirect\n            majority-owned subsidiaries.\n\n      o     \"CBS\" or \"Company\" means CBS Corporation, a Pennsylvania\n            corporation, and its successors.\n\n      o     \"CBS\/Viacom Merger\" means the merger of CBS Corporation and Viacom\n            Inc.\n\n      o     \"Change in Control\" will have the meaning assigned to it in Section\n            9.2 hereof.\n\n      o     \"Committee\" means the Compensation Committee of the Board (or any\n            subcommittee thereof) or any successor committee established by the\n            Board, or any subcommittee thereof, in each case consisting of two\n            or more members each of whom is a \"non-employee director\" as that\n            term is defined by Rule 16b-3 under the Exchange Act, as such rule\n            may be amended, or any successor rule.\n\n\n                                      -2-\n\n \n      o     \"Common Stock Equivalent\" means a hypothetical share of Stock which\n            will have a value on any date equal to the mean of the high and low\n            prices of the Stock as reported by the composite tape of the New\n            York Stock Exchange on that date, except as otherwise provided under\n            Section 9.1.\n\n      o     \"Common Stock Equivalent Award\" means an award of Common Stock\n            Equivalents granted to a Director pursuant to Section 5 of the Plan\n            prior to its amendment as of April 26, 1995.\n\n      o     \"Debenture\" means a hypothetical debenture of the Company that has a\n            face value of $100, bears interest at a rate equal to the ten-year\n            U.S. Treasury Bond rate (prior to January 1, 1995, the seven-year\n            U.S. Treasury Bond rate) in effect the week prior to the regular\n            January meeting of the Board (or, if no such meeting is held, the\n            week prior to the first trading day of the New York Stock Exchange\n            in February) in the year in respect of which deferred amounts are\n            earned, and is convertible into Stock at a conversion rate\n            determined by dividing $100 by the mean of the high and low prices\n            of the Stock as reported by the composite tape of the New York Stock\n            Exchange on the date the Debenture is credited to the Deferred\n            Debenture Account pursuant to Section 6.3 hereof.\n\n      o     \"Deferred Debenture Account\" means the account established by the\n            Company pursuant to Section 6.3(c) hereof in respect of each\n            Director electing to defer cash compensation under the Plan for 1997\n            and\/or for an earlier year or years and to which has been or will be\n            credited Debentures and other amounts pursuant to the Plan.\n\n      o     \"Deferred Stock Account\" means the account established by the\n            Company in respect of each Director pursuant to Section 5.2 hereof\n            and to which has been or will be credited Common Stock Equivalents\n            pursuant to the Plan.\n\n      o     \"Director\" means a member of the Board who is neither an officer nor\n            an employee of the Company. For purposes of the Plan, an employee is\n            an individual whose wages are subject to the withholding of federal\n            income tax under Section 3401 of the Internal Revenue Code, and an\n            officer is an individual elected or appointed by the Board or chosen\n            in such other manner as may be prescribed in the By-laws of the\n            Company to serve as such, other than a non-executive officer (such\n            as the Board Chairman).\n\n      o     \"Exchange Act\" means the Securities Exchange Act of 1934, as amended\n            from time to time.\n\n      o     \"Fair Market Value\" means the mean of the high and low prices of the\n            Stock as reported by the composite tape of the New York Stock\n            Exchange (or such successor reporting system as the Committee may\n            select) on the relevant date or, if no sale of the Stock has been\n            reported for that day, the average of such prices on the next\n            preceding day and the next following day for which there were\n            reported sales.\n\n\n                                      -3-\n\n \n      o     \"Grant Date\" means, as to a Stock Option Award, the date of grant\n            pursuant to Section 7.1 and as to a Restricted Stock Award, the date\n            of grant pursuant to Section 8.1.\n\n      o     \"Grant Year\" means, as to a particular award, the calendar year in\n            which the award was granted; provided, however, for the year 2000,\n            Grant Year will mean the calendar year 2000 or the period from\n            January 1, 2000 to and including the effective date of the\n            CBS\/Viacom Merger, whichever is shorter.\n\n      o     \"Internal Revenue Code\" means the Internal Revenue Code of 1986, as\n            amended from time to time.\n\n      o     \"Option Vesting Date\" will have the meaning assigned to it in\n            Section 7.2.\n\n      o     \"Restricted Stock\" means shares of Stock awarded to a Director\n            pursuant to Section 8 and subject to certain restrictions in\n            accordance with the Plan.\n\n      o     \"Restricted Stock Award\" means an award of shares of Restricted\n            Stock granted to a Director pursuant to Section 8 of the Plan.\n\n      o     \"Stock\" means the common stock, $1.00 par value, of the Company.\n\n      o     \"Stock Option\" means a non-statutory stock option to purchase shares\n            of Stock for a purchase price per share equal to the Exercise Price\n            (as defined in Section 7.2(a)) in accordance with the provisions of\n            the Plan.\n\n      o     \"Stock Option Award\" means an award of Stock Options granted to a\n            Director pursuant to Section 7 of the Plan.\n\n      o     \"Stock Option Value\" means the value of a Stock Option for one share\n            of Stock on the relevant date as determined by the Company.\n\n      o     \"Viacom\" means Viacom Inc. and its successors.\n\n      2.2 Gender and Number. Except when otherwise indicated by the context, the\nmasculine gender will also include the feminine gender, and the definition of\nany term herein in the singular will also include the plural.\n\nSection 3. Plan Administration\n\n            (a) The Plan will be administered by the Committee. The members of\nthe Committee will be members of the Board appointed by the Board, and any\nvacancy on the Committee will be filled by the Board or in a manner authorized\nby the Board.\n\n      The Committee will keep minutes of its meetings and of any action taken by\nit without a meeting. A majority of the Committee will constitute a quorum, and\nthe acts of a majority of the \n\n\n                                      -4-\n\n \nmembers present at any meeting at which a quorum is present will be the acts of\nthe Committee. Any action that may be taken at a meeting of the Committee may be\ntaken without a meeting if a consent or consents in writing setting forth the\naction so taken is signed by all of the members of the Committee. The Committee\nwill make appropriate reports to the Board concerning the operations of the\nPlan.\n\n            (b) Subject to the limitations of the Plan, the Committee and\/or the\nBoard, will have the sole and complete authority: (i) to impose such\nlimitations, restrictions and conditions upon such awards as it deems\nappropriate; (ii) to interpret the Plan and to adopt, amend and rescind\nadministrative guidelines and other rules and regulations relating to the Plan;\nand (iii) to make all other determinations and to take all other actions\nnecessary or advisable for the implementation and administration of the Plan.\nThe Committee's or the Board's determinations on matters within its authority\nwill be conclusive and binding upon the Company and all other persons.\n\n            (c) The Company will be the sponsor of the Plan. All expenses\nassociated with the Plan will be borne by the Company.\n\nSection 4. Stock Subject to the Plan\n\n      4.1 Number of Shares. 600,000 shares of Stock are authorized for issuance\nunder the Plan in accordance with the provisions of the Plan, subject to\nadjustment and substitution as set forth in this Section 4. This authorization\nmay be increased from time to time by approval of the Board and, if such\napproval is required, by the shareholders of the Company. The Company will at\nall times during the term of the Plan retain as authorized and unissued Stock at\nleast the number of shares from time to time required under the provisions of\nthe Plan, or otherwise assure itself of its ability to perform its obligations\nhereunder.\n\n      4.2 Other Shares of Stock. Any shares of Stock that are subject to a\nCommon Stock Equivalent Award, a Stock Option Award, a Restricted Stock Award or\na Debenture and which are forfeited, any shares of Stock that for any other\nreason are not issued to a Director, and any shares of Stock tendered by a\nDirector to pay the Exercise Price of a Stock Option will automatically become\navailable again for use under the Plan if Rule 16b-3 under the Exchange Act, as\nsuch rule may be amended, or any successor rule, and interpretations thereof by\nthe Securities and Exchange Commission or its staff permit such share\nreplenishment.\n\n\n                                      -5-\n\n \n      4.3 Adjustments Upon Changes in Stock. If there is any change in the Stock\nand\/or in the corporate structure of the Company, through merger, consolidation,\ndivision, share exchange, combination, reorganization, recapitalization, stock\ndividend, stock split, spin-off, split up, dividend in kind or other change in\nthe corporate structure or distribution to the shareholders, appropriate\nadjustments may be made by the Committee (or, if the Company is not the\nsurviving corporation in any such transaction, the board of directors of the\nsurviving corporation) in the aggregate number and kind of shares subject to the\nPlan, and the number and kind of shares which may be issued under the Plan.\nAppropriate adjustments may also be made by the Committee in the terms of any\nawards or Debentures under the Plan to reflect such changes and to modify any\nother terms of outstanding awards on an equitable basis as the Committee in its\ndiscretion determines.\n\nSection 5. Common Stock Equivalent Awards\n\n      5.1 Grants of Common Stock Equivalent Awards. Common Stock Equivalents\nequal to a fixed number of shares of Stock were granted automatically to\nDirectors on a formula basis under Section 5.1 of the Plan prior to its\namendment as of April 26, 1995. All Common Stock Equivalents granted pursuant to\nSection 5.1 prior to its amendment as of April 26, 1995 are subject to\nadjustment as provided in Section 4.3.\n\n      5.2 Deferred Stock Account. A Deferred Stock Account has been established\nfor each Director elected prior to the annual meeting of shareholders held in\n1995. The Deferred Stock Account consists of compensation in the form of Common\nStock Equivalents which have been awarded to the Director hereunder by the\nCompany plus Common Stock Equivalents credited to the Deferred Stock Account in\nrespect of dividends and other distributions on the Stock pursuant to Sections\n5.3 and 5.4.\n\n      5.3 Hypothetical Investment. Compensation awarded hereunder in the form of\nCommon Stock Equivalents is assumed to be a hypothetical investment in shares of\nStock, and is subject to adjustment to reflect stock dividends, splits and\nreclassifications and as otherwise set forth in Section 4.3.\n\n      5.4 Hypothetical Dividends. Dividends and other distributions on Common\nStock Equivalents will be deemed to have been paid as if such Common Stock\nEquivalents were actual shares of Stock issued and outstanding on the respective\nrecord or distribution dates. Common Stock Equivalents will be credited to the\nDeferred Stock Account in respect of cash dividends and any other securities or\nproperty issued on the Stock in connection with reclassifications, spin-offs and\nthe like on the basis of the value of the dividend or other asset distributed\nand the value of the Common Stock Equivalents on the date of the announcement of\nthe dividend or asset distribution, all at the same time and in the same amount\nas dividends or other distributions are paid or issued on the Stock. Such Common\nStock Equivalents are subject to adjustment as provided in Section 4.3.\nFractional shares will be credited to a Director's Deferred Stock Account\ncumulatively but the balance of shares of Common Stock Equivalents in a\nDirector's Deferred Stock Account will be rounded to the next highest whole\nshare for any payment to such Director pursuant to Section 5.6.\n\n\n                                      -6-\n\n \n      5.5 Statement of Account. A statement will be sent to each Director as to\nthe balance of his Deferred Stock Account at least once each calendar year.\n\n      5.6 Payment of Deferred Stock. Unless the Board or the Committee\ndetermines otherwise, upon termination of services as a Director, the balance of\nthe Director's Deferred Stock Account will be paid to such Director in Stock in\nJanuary of the year following the year of termination of services as a director\nor, as elected by such Director in writing, in five, ten or fifteen consecutive\nannual installments beginning in January of the year following the year of\ntermination of services as a director, on the basis of one share of Stock for\neach Common Stock Equivalent in such Director's Deferred Stock Account. For\npurposes of this Section 5.6, if a CBS director becomes a Viacom director on the\neffective date of the CBS\/Viacom Merger, he or she will not be deemed to have\nterminated service as a director until he or she terminates service as a\ndirector of Viacom.\n\n      5.7 Payments to a Deceased Director's Estate. In the event of a Director's\ndeath before the balance of his or her Deferred Stock Account is fully paid to\nthe Director, payment of the balance of the Director's Deferred Stock Account\nwill then be made to the beneficiary properly designated by the Director\npursuant to Section 5.8, if any, or to his or her estate in the absence of such\na beneficiary designation, in the time and manner selected by the Committee. The\nCommittee may take into account the application of any duly appointed\nadministrator or executor of a Director's estate and direct that the balance of\nthe Director's Deferred Stock Account be paid to his or her estate in the manner\nrequested by such application.\n\n      5.8 Designation of Beneficiary. A Director may designate a beneficiary in\nthe event of the Director's death in a form approved by the Company.\n\nSection 6. Deferral of Compensation\n\n      6.1 Amount of Deferral. A Director may elect to defer receipt of all or a\nspecified portion of the cash compensation otherwise payable to the Director for\nservices rendered to the Company in any capacity as a director.\n\n      6.2 Manner of Electing Deferral. A Director will make elections permitted\nhereunder by giving written notice to the Company in a form approved by the\nCommittee and in compliance with Section 6.4. The notice will include: (i) the\npercentage of cash compensation to be deferred, which amount must be stated in\nwhole increments of five percent; and (ii) the time as of which deferral is to\ncommence.\n\n      6.3 Accounts.\n\n            (a) Cash Account. A Cash Account has been or will be established for\neach Director electing to defer hereunder. Each Cash Account will be credited\nwith the amounts deferred on the date such compensation is otherwise payable and\nwill be debited with the amount of any such compensation forfeited in accordance\nwith applicable Board policy.\n\n\n                                      -7-\n\n \n            (b) Interest. Deferred amounts in the Cash Account will accrue\ninterest from time to time as follows:\n\n                  (1) Pre-1998. For deferred amounts credited to the Cash\n            Account prior to January 1, 1998 (including but not limited to\n            Annual Director's Fees for the calendar year 1997), such deferred\n            amounts will accrue interest from time to time at a rate equal to\n            the ten-year U.S. Treasury Bond rate (prior to January 1, 1995, the\n            seven-year U.S. Treasury Bond rate) in effect the week prior to the\n            regular January meeting of the Board (or, if no such meeting is\n            held, the week prior to the first trading day of the New York Stock\n            Exchange in February) in the year in respect of which such deferred\n            amounts are earned until the last trading day of the New York Stock\n            Exchange prior to the regular January meeting of the Board (or, if\n            no such meeting is held, until the first trading day of February) in\n            the year following the year in respect of which deferred amounts are\n            earned, at which time such deferred amounts, including interest,\n            will be invested in Debentures and credited to the Deferred\n            Debenture Account. Deferred amounts will be credited to the Deferred\n            Debenture Account only in $100 amounts. Fractional amounts of $100\n            will remain in the Cash Account and continue to accrue interest.\n\n                  (2) 1998 and Thereafter. For deferred amounts credited to the\n            Cash Account on or after January 1, 1998 (and any fractional amounts\n            remaining in the Cash Account from prior deferrals), unless\n            otherwise determined by the Board or the Committee prior to the\n            deferral date such deferred amounts will accrue interest from time\n            to time at the Interest Credit Rate then in effect, compounded\n            annually. The \"Interest Credit Rate\" will be reset by the Company on\n            an annual basis in January of the year, and will equal the then\n            current one-year U.S. Treasury Bill rate or such other fixed rate as\n            the Committee may from time to time determine.\n\n            (c) Deferred Debenture Account. A Deferred Debenture Account has\nbeen established for each Director electing to defer cash compensation hereunder\nfor the calendar year 1997 and\/or for an earlier year or years. Deferred amounts\ncredited to the Cash Account prior to January 1, 1998 will be invested in\nDebentures and credited to the Deferred Debenture Account at the time and in the\nmanner set forth in Section 6.3(b)(1). Deferred amounts credited to the Cash\nAccount on or after January 1, 1998 will not be invested in Debentures but will\nremain in the Cash Account and accrue interest until payment hereunder.\n\n      6.4 Time for Electing Deferral. Any election to (i) defer cash\ncompensation, (ii) alter the portion of such amounts deferred, or (iii) revoke\nan election to defer such amounts, must be made prior to the time such\ncompensation is earned by the Director and otherwise in compliance with any\ndeadline which the Company may from time to time impose and in the manner set\nforth in Section 6.2.\n\n      6.5 Payment of Deferred Amounts. Unless the Board or the Committee\ndetermines otherwise, upon termination of services as a Director, payments from\na Deferred Debenture \n\n\n                                      -8-\n\n \nAccount and\/or from a Cash Account will be made in five consecutive annual\ninstallments beginning in the January following the Director's termination of\nservice or, if elected by such Director in writing, such payments may be made in\nten or fifteen consecutive annual installments or may be made in lump sum in the\nJanuary following the Director's termination of services. For purposes of this\nSection 6.5, if a CBS director becomes a Viacom director on the effective date\nof the CBS\/Viacom Merger, he or she will not be deemed to have terminated\nservice as a Director until he or she terminates service as a director of\nViacom.\n\n      Payments from a Deferred Debenture Account will consist of accumulated\ninterest on the Debentures (which amount will only be payable in cash) plus the\ngreater value of (i) the face value of the Debentures or (ii) the shares of\nStock into which the Debentures are convertible. In the event the value of the\npayment is determined by the amount referred to in clause (i), payment will be\nmade in cash. In the event such value is determined by clause (ii), such payment\nwill be made in Stock, other than the value of fractional shares which will be\npaid in cash.\n\n      Payments from a Cash Account will consist of the deferred cash\ncompensation and accumulated interest in said account and will be made in cash.\n\n      6.6 Payments to a Deceased Director's Estate. In the event of a Director's\ndeath before the balance of his or her Cash Account or Deferred Debenture\nAccount is fully paid to the Director, payment of the balance of the Cash\nAccount or Deferred Debenture Account will then be made to the beneficiary\nproperly designated by the Director pursuant to Section 6.7, if any, or to his\nor her estate in the absence of such a beneficiary designation, in the time and\nmanner selected by the Committee. The Committee may take into account the\napplication of any duly appointed administrator or executor of a Director's\nestate and direct that the balance of the Director's Cash Account or Deferred\nDebenture Account be paid to his or her estate in the manner requested by such\napplication.\n\n      6.7 Designation of Beneficiary. A Director may designate a beneficiary in\nthe event of the Director's death in a form approved by the Company.\n\nSection 7. Stock Option Awards\n\n      7.1 Grants of Stock Option Awards.\n\n            (a) For calendar year 1995, Stock Options for a fixed number of\nshares of Stock were granted automatically to Directors on a formula basis under\nSection 7.1(a) of the Plan.\n\n            (b) For calendar year 1995, Stock Options for a fixed number of\nshares of Stock were granted automatically on a formula basis under Section\n7.1(b) of the Plan to Directors serving as chairs of standing committees of the\nBoard.\n\n            (c) For calendar years 1996 and 1997, Stock Options were granted\nautomatically under Section 7.1(c) of the Plan to Directors for one-fourth of\nthe value of their Annual Director's Fees.\n\n\n                                      -9-\n\n \n            (d) Annual Director's Fee Grants. Beginning with calendar year 1998,\nunless otherwise determined by the Board or the Committee each Director will\nreceive 5\/16ths (31.25%) of the value of his or her Annual Director's Fee in the\nform of a Stock Option Award. Such Stock Options will be granted automatically\neach year on the last Wednesday in January of such year to each Director in\noffice on such Grant Date.\n\n      If a person joins the Board or otherwise first becomes a Director at any\ntime after the last Wednesday in January of a given calendar year (beginning\nwith 1998) but before the end of that calendar year, whether by action of the\nshareholders of the Company or the Board or otherwise, unless otherwise\ndetermined by the Board or the Committee such person upon becoming a Director\nwill be granted automatically 5\/16ths (31.25%) of the value of his or her Annual\nDirector's Fee for that calendar year (which may be prorated) in the form of a\nStock Option Award on the last Wednesday of the calendar month in which such\nperson first becomes a Director (or in the next following calendar month if such\nperson first becomes a Director after the last Wednesday of the month). The\ntotal number of shares of Stock subject to any such Stock Option Award will be\nthe number of shares determined by dividing the amount of the Annual Director's\nFee to be paid in the form of a Stock Option Award by the Stock Option Value on\nthe Grant Date, rounded up to the nearest whole share.\n\n            (e) Annual Board Chairman's Fee Grants. Beginning with calendar year\n1999, unless otherwise determined by the Board or the Committee, the Board\nChairman, if any, will receive 5\/16ths (31.25%) of the value of his or her\nAnnual Board Chairman's Fee in the form of a Stock Option Award, and such Stock\nOptions will be granted automatically each year on the last Wednesday in January\nof such year to the Board Chairman in office on such Grant Date, if any.\n\n      If a director becomes Board Chairman at any time after the last Wednesday\nin January of a given calendar year (beginning with calendar year 1999) but\nbefore the end of that calendar year, whether by action of the Board or\notherwise, unless otherwise determined by the Board or the Committee such\ndirector upon so becoming the Board Chairman will be granted automatically\n5\/16ths (31.25%) of the value of his or her Annual Board Chairman's Fee for that\ncalendar year (which may be prorated) in the form of a Stock Option Award on the\nlast Wednesday of the calendar month in which such person first becomes Board\nChairman (or in the next following calendar month if such person first becomes\nBoard Chairman after the last Wednesday of the month). The total number of\nshares of Stock subject to any such Stock Option Award will be the number of\nshares determined by dividing the amount of the Annual Board Chairman's Fee to\nbe paid in the form of a Stock Option Award by the Stock Option Value on the\nGrant Date, rounded up to the nearest whole share.\n\n            (f) Other Stock Option Grants. Beginning with calendar year 1999,\nthe Board or the Committee may, from time to time, grant Stock Option Awards to\none or more Directors or to the Board Chairman for such number of shares as the\nBoard or the Committee may determine as additional compensation to such Director\nor Directors or to such Board Chairman for their services as such.\n\n\n                                      -10-\n\n \n            (g) All Stock Options granted pursuant to Section 7.1 are subject to\nadjustment as provided in Section 4.3.\n\n      7.2 Terms and Conditions of Stock Options. Unless otherwise determined by\nthe Board or the Committee, Stock Options granted under the Plan will be subject\nto the following terms and conditions:\n\n            (a) Exercise Price. Beginning with Stock Options granted in calendar\nyear 1998 and thereafter, the purchase price per share at which a Stock Option\nmay be exercised (\"Exercise Price\") will be equal to the Fair Market Value of a\nshare of Stock on the Grant Date. Notwithstanding anything herein to the\ncontrary, in no event may the Board or the Committee establish an Exercise Price\nthat is less than the Fair Market Value of a share of Stock on the Grant Date.\n\n      For Stock Options granted in 1995, 1996 and 1997, the Exercise Price was\ndetermined as follows: on any Grant Date, (1) Stock Options for two-thirds of\nthe option shares granted on the Grant Date had an Exercise Price per share\nequal to 100% of the Fair Market Value of a share of Stock on the Grant Date;\nand (2) Stock Options for the remaining one-third of the option shares granted\non the Grant Date had an Exercise Price per share equal to 125% of the Fair\nMarket Value of a share of Stock on the Grant Date.\n\n            (b) Exercisability. Subject to the terms and conditions of the Plan\nand of the agreement referred to in Section 7.2(j), a Stock Option may be\nexercised in whole or in part upon notice of exercise to the Company: (1) as to\nany Stock Option granted in calendar year 1995, commencing on the first day\nafter the Grant Date and until it terminates; and (2) as to any Stock Option\ngranted after January 1, 1996 that vests as provided in Section 7.2(c)(2),\n7.2(c)(3) or 7.2(c)(4), commencing on January 1 of the calendar year next\nfollowing the Grant Year (the \"Option Vesting Date\") or, if so provided in the\nrelevant Stock Option Agreement, upon the occurrence of a Change in Control, if\nearlier, and until it terminates. During a Director's lifetime, a Stock Option\nmay be exercised only by the Director or the Director's guardian or legal\nrepresentative. The Committee or the Board may at any time and from time to time\naccelerate the time at which all or any part of a Stock Option may be exercised.\n\n            (c) Vesting of Stock Option Awards.\n\n            (1) Stock Options granted in calendar year 1995 vested immediately\non grant.\n\n            (2) Annual Director's Fee Grants. Except as otherwise set forth in\nSection 7.1(c)(4), Stock Options granted as part of a Director's Annual\nDirector's Fee after January 1, 1996 will vest on the Option Vesting Date if the\nDirector has an Attendance Percentage of at least seventy-five percent (75%) for\nthe Grant Year. The Committee or the Board may at any time or from time to time\naccelerate the vesting of all or any part of a Stock Option.\n\n\n                                      -11-\n\n \n      In the event that a Director has an Attendance Percentage of less than\nseventy-five percent (75%) for a Grant Year, Stock Options granted in that Grant\nYear for a number of shares equal to the Director's Attendance Percentage for\nthat year multiplied by the total number of option shares granted for that year\n(rounded up to the nearest whole share) will vest on the Option Vesting Date,\nand Stock Options granted in that Grant Year as to the remaining option shares\nwill be forfeited and will terminate as of the Option Vesting Date.\n\n            (3) Annual Board Chairmen's Fee Grants and Other Grants. Except as\notherwise set forth in Section 7.1(c)(4), Stock Options granted as part of an\nAnnual Board Chairman's Fee, if any, or granted to a Director or to the Board\nChairman, if any, pursuant to Section 7.1(f) will vest on the Option Vesting\nDate.\n\n            (4) Notwithstanding anything to the contrary herein, (i) in the\nevent that a director is removed for Cause from office as a director of the\nCompany (and\/or, in the case of Stock Options granted to a director in his or\nher capacity as Board Chairman, from office as Board Chairman, if applicable),\nall outstanding Stock Options will be forfeited immediately as of the time the\ngrantee is so removed from office, (ii) if so provided in the relevant Stock\nOption Agreement or if the Committee or the Board so determines with respect to\na Stock Option or Options, upon the occurrence of a Change in Control, all such\noutstanding Stock Options will vest and become immediately exercisable, and\n(iii) for any Director who, at the effective date of the CBS\/Viacom Merger is\nnot a director of Viacom, Stock Options granted in calendar year 2000 as part of\nsuch Director's Annual Director's Fee and Stock Options granted in calendar year\n2000 to such Director, if any, pursuant to Section 7.1(f) will vest and become\nimmediately exercisable at the effective time of the CBS\/Viacom Merger.\n\n            (d) Mandatory Holding of Stock. Except as otherwise provided in\nSection 7.5 or Section 10 or unless waived by the Committee or the Board, any\nStock acquired on exercise of a Stock Option must be held by the grantee for a\nminimum of: (1) three years from the date of exercise; (2) two years from the\ndate the grantee ceases to be a director of the Company; or (3) if so provided\nin the relevant Stock Option Agreement or if the Committee or the Board so\ndetermines with respect to a Stock Option or Options, until the occurrence of a\nChange in Control, whichever first occurs (the \"Option Shares Holding Period\").\nNotwithstanding the foregoing or anything to the contrary contained in any Stock\nOption agreement, upon the effective time of the CBS\/Viacom Merger, the Option\nShares Holding Period for any Stock acquired or to be acquired on exercise of a\nStock Option shall terminate.\n\n            (e) Option Term. The term of a Stock Option (the \"Option Term\") will\nbe the shorter of: (1) the period of ten years from its Grant Date; (2) the\nperiod from the Grant Date until the Option Vesting Date for a Stock Option that\ndoes not vest and is terminated on said date as provided in Section 7.2(c)(2),\nif applicable (or with respect to any portion of a Stock Option that does not\nvest on the Option Vesting Date and is terminated as provided in Section\n7.2(c)(2), if applicable); (3) the period from the Grant Date until the time the\nStock Option is forfeited as provided in Section 7.2(c)(4)(i) in the event a\ndirector is removed from office as a director of the Company and\/or as Board\nChairman, if applicable, for Cause; or (4) the period from the Grant Date until\nthe date the Stock Option ceases to be exercisable as provided in Section\n7.2(h).\n\n\n                                      -12-\n\n \n            (f) Payment of Exercise Price. Stock purchased on exercise of a\nStock Option must be paid for as follows: (1) in cash or by check (acceptable to\nthe Company), bank draft or money order payable to the order of the Company, (2)\nthrough the delivery of shares of Stock which are then outstanding and which\nhave a Fair Market Value on the date of exercise equal to the Exercise Price per\nshare multiplied by the number of shares as to which the Stock Option is being\nexercised (the \"Aggregate Exercise Price\"); (3) by delivery of an unconditional\nand irrevocable undertaking by a broker to deliver promptly to the Company\nsufficient funds to pay the Aggregate Exercise Price, or (4) by a combination of\nthe permissible forms of payment; provided, however, that any portion of the\nExercise Price representing a fraction of a share must be paid in cash and no\nshare of Stock held for less than six months may be delivered in payment of the\nAggregate Exercise Price.\n\n            (g) Rights as a Shareholder. The holder of a Stock Option will not\nhave any of the rights of a shareholder with respect to any shares of Stock\nsubject to the Stock Option until such shares are issued by the Company\nfollowing the exercise of the Stock Option.\n\n            (h) Termination of Eligibility. If a grantee ceases to be a director\nand\/or ceases to be Board Chairman, if applicable, for any reason, any\noutstanding Stock Options will be exercisable according to the following\nprovisions:\n\n            (1) If a grantee ceases to be a director and\/or ceases to be Board\nChairman, if applicable, for any reason other than removal for Cause or death,\nany outstanding Stock Options held by such grantee which are vested or which\nthereafter vest will be exercisable by the grantee in accordance with their\nterms at any time prior to the expiration of the Option Term;\n\n            (2) If a grantee is removed from office as a director of the Company\nand\/or as Board Chairman, if applicable, for Cause, any outstanding vested Stock\nOptions held by such grantee will be exercisable by the grantee in accordance\nwith their terms at any time prior to the earlier of (a) the time the grantee is\nso removed from office and (b) the expiration of the Option Term; and\n\n            (3) Following the death of a grantee while a director and\/or while\nBoard Chairman, if applicable, or after the grantee ceased to be a director\nand\/or ceased to be Board Chairman, if applicable, for any reason other than\nremoval for Cause, any Stock Options that are outstanding and exercisable by\nsuch grantee at the time of death or which thereafter vest will be exercisable\nin accordance with their terms by the person or persons entitled to do so under\nthe grantee's will, by a beneficiary properly designated by the director in the\nevent of death pursuant to Section 7.4, if any, or by the person or persons\nentitled to do so under the applicable laws of descent and distribution at any\ntime prior to the earlier of (a) the expiration of the Option Term and (b) two\nyears after the date of death.\n\n            (i) Termination of Stock Option. A Stock Option will terminate on\nthe earlier of (1) exercise of the Stock Option in accordance with the terms of\nthe Plan, and (2) expiration of the Option Term as specified in Sections 7.2(e)\nand 7.2(h).\n\n\n                                      -13-\n\n \n            (j) Stock Option Agreement. All Stock Options will be confirmed by\nan agreement, or an amendment thereto, which will be executed on behalf of the\nCompany by the Chief Executive Officer, the President or any Vice President and\nby the grantee.\n\n            (k) General Restrictions.\n\n            (1) The obligation of the Company to issue Stock pursuant to Stock\nOptions under the Plan will be subject to the condition that, if at any time the\nCompany determines that (a) the listing, registration or qualification of shares\nof Stock upon any securities exchange or under any state or federal law, or (b)\nthe consent or approval of any government or regulatory body is necessary or\ndesirable, then such Stock will not be issued unless such listing, registration,\nqualification, consent or approval has been effected or obtained free from any\nconditions not acceptable to the Company.\n\n            (2) Shares of Stock for use under the provisions of this Section 7\nwill not be issued until they have been duly listed, upon official notice of\nissuance, upon the New York Stock Exchange and such other exchanges, if any, as\nthe Board may determine, and a registration statement under the Securities Act\nof 1933 with respect to such shares has become, and is, effective.\n\n      Subject to the foregoing provisions of this Section 7.2 and the other\nprovisions of the Plan, any Stock Option granted under the Plan will be subject\nto such restrictions and other terms and conditions, if any, as the Board and\/or\nthe Committee may determine, in its or their discretion, and as are set forth in\nthe agreement referred to in Section 7.2(j), or an amendment thereto; provided,\nhowever, that in no event will the Committee or the Board have any power or\nauthority which would cause transactions pursuant to the Plan to cease to be\nexempt from the provisions of Section 16(b) of the Exchange Act pursuant to Rule\n16b-3, as such rule may be amended, or any successor rule.\n\n      7.3 Annual Statement. A statement will be sent to each Director as to the\nstatus of his or her Stock Options at least once each calendar year.\n\n      7.4 Designation of a Beneficiary. A Director may designate a beneficiary\nto hold and exercise outstanding Stock Options in accordance with the Plan in\nthe event of the Director's death in a form approved by the Company.\n\n      7.5 Holding Period Applicable to a Deceased Grantee's Estate. As long as\nat least six months have elapsed since the Grant Date, a beneficiary properly\ndesignated by the Director pursuant to Section 7.4, if any, or a person holding\na Stock Option under a deceased grantee's will or under the applicable laws of\ndescent or distribution, exercising a Stock Option in accordance with Section\n7.2(h) will not be subject to the Holding Period with respect to shares of Stock\nreceived on exercise of a Stock Option.\n\n\n                                      -14-\n\n \nSection 8. Restricted Stock Awards.\n\n      8.1 Grants of Restricted Stock Awards.\n\n            (a) Annual Director's Fee Grants. For calendar years 1996 and 1997,\neach Director received one-fourth of the value of his or her Annual Director's\nFee in the form of a Restricted Stock Award.\n\n      Beginning with calendar year 1998, unless otherwise determined by the\nBoard or the Committee each Director will receive 5\/16ths (31.25%) of the value\nof his or her Annual Director's Fee in the form of a Restricted Stock Award, and\nsuch Restricted Stock will be granted automatically each year on the last\nWednesday in January of such year to each Director in office on such Grant Date.\n\n      If a person joins the Board or otherwise first becomes a Director at any\ntime after the last Wednesday in January of a given calendar year (beginning\nwith 1998) but before the end of that calendar year, whether by action of the\nshareholders of the Company or the Board or otherwise, unless otherwise\ndetermined by the Board or the Committee such person upon becoming a Director\nwill be granted automatically 5\/16ths (31.25%) of the value of his or her Annual\nDirector's Fee for that calendar year (which may be prorated) in the form of a\nRestricted Stock Award on the last Wednesday in the calendar month in which such\nperson first becomes a Director (or in the next following calendar month if said\nperson first becomes a Director after the last Wednesday of the month).\n\n            (b) Annual Committee Chair's Fee Grants. Beginning with calendar\nyear 1996, unless otherwise determined by the Board or the Committee each\nDirector who is the chair of a standing committee of the Board will receive the\nfull value of his or her Annual Committee Chair's Fee in the form of a\nRestricted Stock Award, and such Restricted Stock will be granted automatically\neach year immediately following the annual meeting of shareholders and the\norganization meeting of the Board related to such annual meeting of\nshareholders, beginning with the annual meeting of shareholders and related\norganization meeting held in 1996, to each Director who is elected at such\norganization meeting to serve as the chair of a standing committee of the Board.\n\n      Beginning after the 1998 organization meeting of the Board, if a Director\nis elected to serve as the chair of a standing committee of the Board at any\ntime after the organization meeting of the Board held in connection with the\nannual meeting of shareholders for a given year but before the next organization\nmeeting of the Board is held, unless otherwise determined by the Board or the\nCommittee such Director will, upon so becomming a committee chair, receive the\nvalue of his or her Annual Committee Chair's Fee for that year (which may be\nprorated) in the form of a Restricted Stock Award on the later of: (1) the last\nWednesday in the calendar month in which such Director becomes a standing\ncommittee chair (or in the next following calendar month if said Director\nbecomes a standing committee chair after the last Wednesday of the month); and\n(2) January 27, 1999.\n\n\n                                      -15-\n\n \n            (c) Annual Board Chairman's Fee Grants. Beginning with calendar year\n1999, unless otherwise determined by the Board or the Committee, the Board\nChairman, if any, will receive 5\/16ths (31.25%) of the value of his or her\nAnnual Board Chairman's Fee in the form of a Restricted Stock Award, and such\nRestricted Stock will be granted automatically each year on the last Wednesday\nin January of such year to the Board Chairman in office on such Grant Date, if\nany.\n\n      If a director becomes Board Chairman at any time after the last Wednesday\nin January of a given calendar year (beginning with calendar year 1999) but\nbefore the end of that calendar year, whether by action of the Board or\notherwise, unless otherwise determined by the Board or the Committee such\ndirector upon so becoming the Board Chairman will receive 5\/16ths (31.25%) of\nthe value of his or her Annual Board Chairman's Fee for that year (which may be\nprorated) in the form of a Restricted Stock Award on the last Wednesday in the\ncalendar month in which such director becomes the Board Chairman (or in the next\nfollowing calendar month if said director becomes Board Chairman after the last\nWednesday of the month.\n\n            (d) The total number of shares of Stock representing any such\nRestricted Stock Award will be the number of shares determined by dividing the\namount of the Annual Director's Fee, the Annual Committee Chair's Fee or the\nAnnual Board Chairman's Fee, as the case may be, to be paid in the form of a\nRestricted Stock Award by the Fair Market Value of a share of Stock on the Grant\nDate, rounded up to the nearest whole share.\n\n            (e) Other Restricted Stock Grants. Beginning with calendar year\n1999, the Board or the Committee may, from time to time, grant Restricted Stock\nAwards to one or more Directors or to the Board Chairman for such number of\nshares of Restricted Stock as the Board or the Committee may determine as\nadditional compensation to such Director or Directors or to such Board Chairman\nfor their services as such.\n\n            (f) Restricted Stock granted pursuant to Section 8.1 is subject to\nadjustment as provided in Section 4.3.\n\n      8.2 Terms and Conditions of Restricted Stock. Unless otherwise determined\nby the Board or the Committee, Restricted Stock granted under the Plan will be\nsubject to the following terms and conditions:\n\n            (a) Restriction Period. Restricted Stock will be subject to a\nRestriction Period (\"Restriction Period\") beginning on the Grant Date and\ncontinuing through December 31 of the calendar year in which the Grant Date\noccurred.\n\n\n                                      -16-\n\n \n            (b) Vesting.\n\n            (1) Annual Director's Fee Grants. Except as set forth in Section\n8.2(b)(3), a Director's right to ownership in shares of Restricted Stock granted\nto a Director pursuant to Section 8.1(a) will vest on the January 1 immediately\nfollowing the expiration of the Restriction Period for such shares (the\n\"Restricted Stock Vesting Date\") if the Director has an Attendance Percentage of\nat least seventy-five percent (75%) for the Grant Year. The Committee or the\nBoard may at any time or from time to time waive the Restriction Period or\naccelerate the vesting of shares of Restricted Stock.\n\n      In the event that a Director has an Attendance Percentage of less than\nseventy-five percent (75%) for a Grant Year, a number of shares of Restricted\nStock equal to the Director's Attendance Percentage for the Grant Year\nmultiplied by the total number of shares of Restricted Stock granted pursuant to\nSection 8.1(a) during the Grant Year (rounded up to the nearest whole share)\nwill vest on the Restricted Stock Vesting Date and the remaining shares of\nRestricted Stock granted pursuant to Section 8.1(a) during the Grant Year will\nbe forfeited as of the Restricted Stock Vesting Date.\n\n            (2) Annual Committee Chair's Fee Grants, Annual Board Chairman's Fee\nGrants, and Other Grants. Except as set forth in Section 8.2(b)(3) below, a\nDirector's right to ownership in shares of Restricted Stock granted to a\nDirector pursuant to Section 8.1(e), to a committee chair pursuant to Section\n8.1(b), or to the Board Chairman, if any, pursuant to Section 8.1(c) will vest\non the Restricted Stock Vesting Date.\n\n            (3) Notwithstanding anything to the contrary herein, (i) in the\nevent that a director is removed for Cause from office as a director of the\nCompany (and\/or in the case of Restricted Stock granted to a director in his or\nher capacity as Board Chairman, from office as Board Chairman, if applicable)\nprior to the Restricted Stock Vesting Date, all of said Director's shares of\nRestricted Stock that have not yet vested will be forfeited immediately as of\nthe time the grantee is so removed from office and the Company will have the\nright to complete the blank stock power described below with respect to such\nshares, (ii) if so provided in the relevant Restricted Stock Agreement or if the\nCommittee or the Board so determines with respect to a share or shares of\nRestricted Stock, upon the occurrence of a Change in Control, all such shares of\nRestricted Stock that have not yet vested will immediately vest, and (iii) for\nany Director who, at the effective date of the CBS\/Viacom Merger is not a\ndirector of Viacom, Restricted Stock granted in calendar year 2000 pursuant to\nsection 8.1(e) or 8.2(b), if any, will at the effective time of the CBS\/Viacom\nMerger, immediately vest.\n\n            (c) Issuance of Shares. On or about the Grant Date, a certificate\nrepresenting the shares of Restricted Stock will be registered in the Director's\nname and deposited by the Director, together with a stock power endorsed in\nblank, with the Company. Subject to the transfer restrictions set forth in\nSection 8.2(d) and to the last sentence of this Section 8.2(c), the Director as\nowner of shares of Restricted Stock will have the rights of the holder of such\nRestricted Stock during the Restriction Period. On the Restricted Stock Vesting\nDate following expiration of the Restriction Period, vested shares of Restricted\nStock will be \n\n\n                                      -17-\n\n \nredelivered by the Company to the Director, and non-vested shares of Restricted\nStock will be forfeited and the Company will have the right to complete the\nblank stock power with respect to such non-vested shares; provided, however,\nwith respect to shares of Restricted Stock granted in 1996 prior to shareholder\napproval of an amendment to the Plan on April 24, 1996, no certificates were\nissued, such shares were not issued and outstanding, and the Directors did not\nhave any of the rights of an owner of the shares until the date such shareholder\napproval occurred.\n\n            (d) Transfer Restrictions; Mandatory Holding of Stock. Except as\notherwise provided in Section 8.5 or Section 10, shares of Restricted Stock are\nnot transferable during the Restriction Period. Once the Restriction Period\nlapses and shares vest, except as otherwise provided in Section 8.5 or Section\n10 or unless waived by the Committee or the Board, shares acquired as a\nRestricted Stock Award must be held by the grantee for a minimum of: (1) three\nyears from the Grant Date; (2) two years from the date the grantee ceases to be\na director of the Company; or (3) if so provided in the relevant Restricted\nStock Agreement or if the Committee or the Board so determines with respect to a\nshare or shares of Restricted Stock, until the occurrence of a Change of\nControl, whichever first occurs (the \"Restricted Shares Holding Period\").\nNotwithstanding the foregoing or anything to the contrary contained in any\nRestricted Stock agreement, upon the effective time of the CBS\/Viacom Merger,\nthe Restricted Shares Holding Period for any Restricted Stock acquired as a\nRestricted Stock Award shall terminate.\n\n            (e) Restricted Stock Agreement. All Restricted Stock Awards will be\nconfirmed by an agreement, or an amendment thereto, which will be executed on\nbehalf of the Company by the Chief Executive Officer, the President or any Vice\nPresident and by the grantee.\n\n            (f) General Restriction.\n\n            (1) The obligation of the Company to issue shares of Restricted\nStock under the Plan will be subject to the condition that if, at any time, the\nCommittee determines that (a) the listing, registration or qualification of\nshares of Restricted Stock upon any securities exchange or under any state or\nfederal law or (b) the consent or approval of any government or regulatory body\nis necessary or desirable, then such Restricted Stock will not be issued unless\nsuch listing, registration, qualification, consent or approval has been effected\nor obtained free from any conditions not acceptable to the Company.\n\n            (2) Shares of Stock for use under the provisions of this Section 8\nwill not be issued until they have been duly listed, upon official notice of\nissuance, upon the New York Stock Exchange and such other exchanges, if any, as\nthe Board may determine, and a registration statement under the Securities Act\nof 1933 with respect to such shares has become, and is, effective.\n\n      Subject to the foregoing provisions of this Section 8.2 and the other\nprovisions of the Plan, any shares of Restricted Stock granted under the Plan\nwill be subject to such restrictions and other terms and conditions, if any, as\nthe Board or the Committee may be determine, in its discretion, and as are set\nforth in the agreement referred to in Section 8.2(e), or an amendment \n\n\n                                      -18-\n\n \nthereto; provided, however, that in no event will either the Committee or the\nBoard have any power or authority which would cause transactions pursuant to the\nPlan to cease to be exempt from the provisions of Section 16(b) of the Exchange\nAct under Rule 16b-3, as such rule may be amended, or any successor rule.\n\n      8.3 Annual Statement. A statement will be sent to each Director as to the\nstatus of his or her Restricted Stock at least once each calendar year.\n\n      8.4 Designation of a Beneficiary. A Director may designate a beneficiary\nto hold shares of Restricted Stock in accordance with the Plan in the event of\nthe Director's death in a form approved by the Company.\n\n      8.5 Holding Period Applicable to a Deceased Grantee's Estate. As long as\nat least six months have elapsed since the Grant Date, a beneficiary properly\ndesignated by the Director pursuant to Section 8.4 in the event of death, if\nany, or a person holding shares of Restricted Stock under a deceased grantee's\nwill or under the applicable laws of descent or distribution, will not be\nsubject to the Restricted Shares Holding Period with respect to such shares of\nRestricted Stock.\n\nSection 9. Change in Control\n\n      9.1 Settlement of Compensation. In the event of a Change in Control of the\nCompany as defined herein: (a) with respect to awards and other benefits made or\ngranted pursuant to the Plan prior to July 28, 1999, to the extent not already\nvested, all Stock Option Awards, Restricted Stock Awards and other benefits\nhereunder will be vested immediately (provided, however, that with respect to\nawards and other benefits made or granted pursuant to the Plan on or after July\n28, 1999, the occurrence of a Change in Control will have no effect on such\noutstanding awards or benefits pursuant to the Plan unless otherwise provided in\nan agreement governing the award or other benefit or unless the Committee or the\nBoard determines otherwise); and (b) the value of all unpaid Common Stock\nEquivalents and deferred amounts (whether deferred before or after July 28,\n1999) will be paid in cash to PNC Bank, National Association, the trustee\npursuant to a trust agreement dated as of June 22, 1995, as amended from time to\ntime, or any successor trustee, or otherwise on such terms as the Committee may\nprescribe or permit. For purposes of this Section 9.1: the value of unpaid\nCommon Stock Equivalents and deferred amounts will be equal to the sum of (i)\nthe value of all Common Stock Equivalent Awards then held in such Director's\nDeferred Stock Account (the value of which will be based upon the highest price\nof the Stock as reported by the composite tape of the New York Stock Exchange\nduring the 30 days immediately preceding the Change in Control), (ii) the value\nof the Director's Cash Account, and (iii) the greater value of (x) the cash\namount equal to the face value of the Debentures in the Director's Deferred\nDebenture Account plus cash equal to accrued interest on the Debentures or (y)\nthe number of shares of Stock into which the Debentures in the Director's\nDeferred Debenture Account are convertible (the value of which will be based\nupon the highest price of the Stock as reported by the composite tape of the New\nYork Stock Exchange during the 30 days immediately preceding the Change in\nControl), plus cash equal to accrued interest on the Debentures.\n\n\n                                      -19-\n\n \n      9.2 Definition of Change in Control. A Change in Control will mean the\noccurrence of one or more of the following events:\n\n            (a) there shall be consummated (i) any consolidation or merger of\nthe Company in which the Company is not the continuing or surviving corporation\nor pursuant to which shares of the Company's Stock would be converted into cash,\nsecurities or other property, other than a merger of the Company in which the\nholders of the Company's Stock immediately prior to the merger have the same\nproportionate ownership of common stock of the surviving corporation immediately\nafter the merger, or (ii) any sale, lease, exchange or other transfer (in one\ntransaction or a series of related transactions) of all, or substantially all,\nof the assets of the Company; or\n\n            (b) the shareholders of the Company shall approve of any plan or\nproposal for the liquidation or dissolution of the Company; or\n\n            (c) (i) any person (as such term is defined in Section 13(d) of the\nExchange Act), corporation or other entity shall purchase any Stock of the\nCompany (or securities convertible into the Company's Stock) for cash,\nsecurities or any other consideration pursuant to a tender offer or exchange\noffer, unless, prior to the making of such purchase of Stock (or securities\nconvertible into Stock), the Board shall determine that the making of such\npurchase shall not constitute a Change in Control, or (ii) any person (as such\nterm is defined in Section 13(d) of the Exchange Act), corporation or other\nentity (other than the Company or any benefit plan sponsored by the Company or\nany of its subsidiaries) shall become the \"beneficial owner\" (as such term is\ndefined in Rule 13d-3 under the Exchange Act), directly or indirectly, of\nsecurities of the Company representing twenty percent or more of the combined\nvoting power of the Company's then outstanding securities ordinarily (and apart\nfrom any rights accruing under special circumstances) having the right to vote\nin the election of directors (calculated as provided in Rule 13d-3(d) in the\ncase of rights to acquire any such securities), unless, prior to such person so\nbecoming such beneficial owner, the Board shall determine that such person so\nbecoming such beneficial owner shall not constitute a Change in Control; or\n\n            (d) at any time during any period of two consecutive years,\nindividuals who at the beginning of such period constituted the entire Board\nshall cease for any reason to constitute at least a majority thereof, unless the\nelection or nomination for election of each new director during such two-year\nperiod is approved by a vote of at least two-thirds of the directors then still\nin office who were directors at the beginning of such two-year period.\n\nSection 10. Assignability\n\n      10.1 The right to receive payments or distributions hereunder (including\nany \"derivative security\" issued pursuant to the Plan, as such term is defined\nby the rules promulgated under Section 16 of the Exchange Act), any shares of\nRestricted Stock granted hereunder during the Restriction Period, and any Stock\nOptions granted hereunder will not be transferable or assignable by a Director\nother than by will, by the laws of descent and distribution, to a beneficiary\nproperly designated by the Director pursuant to the appropriate section of the\nPlan in the event of death, if any, or pursuant to a domestic relations order as\ndefined by Section \n\n\n                                      -20-\n\n \n414(p)(1)(B) of the Internal Revenue Code or the rules thereunder that satisfies\nSection 414(p)(1)(A) of the Internal Revenue Code or the rules thereunder.\n\n      10.2 In addition, Stock acquired on exercise of a Stock Option will not be\ntransferable prior to the end of the applicable Option Shares Holding Period, if\nany, set forth in Sections 7.2(d) and 7.5, and Stock acquired as Restricted\nStock will not be transferable prior to the end of the applicable Restricted\nShares Holding Period, if any, set forth in Sections 8.2(d) and 8.5, in either\ncase other than by will, by transfer to a beneficiary properly designated by the\nDirector pursuant to the appropriate section of the Plan in the event of death,\nif any, by the applicable laws of descent and distribution, or pursuant to a\ndomestic relations order as defined by Section 414(p)(1)(B) of the Internal\nRevenue Code or the rules thereunder that satisfies Section 414(p)(1)(A) of the\nInternal Revenue Code or the rules thereunder.\n\nSection 11. Retention; Withholding of Tax\n\n      11.1 Retention. Nothing contained in the Plan or in any Stock Option Award\nor Restricted Stock Award granted under the Plan will interfere with or limit in\nany way the right of the Company to remove any director from the Board or to\nremove the Board Chairman, if any, from office as such pursuant to the Restated\nArticles of Incorporation and the By-laws of the Company, nor confer upon any\nDirector any right to continue in the service of the Company.\n\n      11.2 Withholding of Tax. To the extent required by applicable law and\nregulation, each Director must arrange with the Company for the payment of any\nfederal, state or local income or other tax applicable to any payment or any\ndelivery of Stock hereunder before the Company will be required to make such\npayment or issue (or, in the case of Restricted Stock, deliver) such shares\nunder the Plan.\n\nSection 12. Plan Amendment, Modification and Termination\n\n      The Board may at any time terminate, and from time to time may amend or\nmodify the Plan, provided, however, that no amendment or modification may become\neffective without approval of the amendment or modification by the shareholders\nif shareholder approval is required to enable the Plan to satisfy any applicable\nstatutory or regulatory requirements.\n\nSection 13. Requirements of Law\n\n      13.1 Federal Securities Law Requirements. Implementation and\ninterpretations of, transactions pursuant to, the Plan will be subject to all\nconditions required under Rule 16b-3, as such rule may be amended, or any\nsuccessor rule, to qualify such transactions for any exemption from the\nprovisions of Section 16(b) of the Exchange Act available under that rule, or\nany successor rule.\n\n      13.2 Governing Law. The Plan and all agreements hereunder will be\nconstrued in accordance with and governed by the laws of the Commonwealth of\nPennsylvania.\n\n\n                                      -21-\n\n \nSection 14. Other Compensation\n\n      Nothing contained in the Plan will be deemed to limit or restrict the\nright of the Company to compensate directors for their services in any capacity\nin whole or in part under separate compensation or deferral plans or programs\nfor directors or under other compensation arrangements.\n\n\n                                      -22-\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9252],"corporate_contracts_industries":[9465],"corporate_contracts_types":[9539,9543],"class_list":["post-38737","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-viacom-inc","corporate_contracts_industries-media__broadcasting","corporate_contracts_types-compensation","corporate_contracts_types-compensation__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38737","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38737"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38737"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38737"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38737"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}