{"id":39312,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-leslie-moonves-and-viacom-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-leslie-moonves-and-viacom-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-leslie-moonves-and-viacom-inc.html","title":{"rendered":"Employment Agreement &#8211; Leslie Moonves and Viacom Inc."},"content":{"rendered":"<pre>\n                                                  As of May 25, 2000\n\n\nMr. Leslie Moonves\n\nRe: Employment Agreement\n    --------------------\n\nDear Mr. Moonves:\n\nReference is hereby made to the employment agreement dated as of May 17, \n1995, as amended as of June 29, 1995, October 16, 1995, January 20, \n1998 and July 5, 1999 (collectively the \"Agreement\") between you and \nus, in connection with your services for CBS.\n\nYou and we have agreed, and do hereby agree, to amend the Agreement as \nfollows, effective May 25, 2000:\n\n1. Subparagraph 1(b) of the Agreement is hereby deleted and, in lieu \nthereof, is replaced with the following:\n\n\"(b) Executive shall report directly and only to the person who is the\nChief Executive Officer of Viacom Inc. (\"Viacom\"); provided, however, \nthat Executive may report directly to the person who is the Chief \nOperating Officer of Viacom if that person is Mel Karmazin.\"\n\n2. Subparagraph 1(d) of the Agreement is hereby deleted and, in lieu \nthereof, is replaced with the following:\n\n\"So long as this Agreement is not terminated pursuant to paragraph 7 \nbelow and Executive is rendering services hereunder, Executive shall \nprovide executive services to CBS in the manner determined by the \nperson who is the Chief Executive Officer of Viacom or the Chief \nOperating Officer of Viacom if the Chief Operating Officer is Mel \nKarmazin.\"\n\n \nMr. Leslie Moonves\nAs of May 25, 2000\nPage 2\n\n     3. Subparagraph 2(b)(ii) of the Agreement is hereby amended by deleting the\nreference to the \"Compensation Committee of the CBS Board of Directors\" and, in \nlieu thereof, inserting the \"Compensation Committee of the Viacom Board of \nDirectors.\"  The remainder of said paragraph shall remain unchanged.\n\n     4. Paragraph 15 of the Agreement is hereby amended by deleting, in the\nsecond sentence of said paragraph, the reference to \"Louis J. Briskman,\nExecutive Vice President and General Counsel\" and, in lieu thereof, inserting\n\"Michael D. Fricklas, Executive Vice President, General Counsel and Secretary\".\nThe remainder of said paragraph (including said second sentence) shall remain\nunchanged.\n\n     5. Paragraph 16 of the Agreement is hereby amended by deleting the \nreference to the \"Compensation Committee of the CBS Board of Directors\" and, in \nlieu thereof, inserting the \"Compensation Committee of the Viacom Board of \nDirectors\" and by adding the following additional grammatical paragraphs at the \nend of said paragraph 16:\n\n     \"Executive hereby acknowledges that on or about January 26, 2000, he was\n     granted non-qualified stock options to purchase an aggregate of 250,000\n     shares of common stock of CBS Corporation under the Plan, as defined above\n     in this paragraph 16. Such stock option grant is reflected in and governed\n     by a stock option agreement executed by CBS Corporation and Executive whose\n     terms are consistent with the terms of the stock option agreements\n     applicable to the prior grants by CBS to Executive of 500,000 options on\n     June 17, 1997, 290,000 options on July 28, 1997, 250,000 options on \n     January 26, 1999 and 1,000,000 options on June 14, 1999.\n\n     In addition to the foregoing, Viacom has granted to Executive non-qualified\n     stock options to purchase an aggregate of 750,000 shares of Viacom Class B\n     common stock (the \"Viacom Stock Options\") under the Viacom 2000 Long-Term \n     Management Incentive Plan (the \"2000 LTMIP\").  The Viacom Stock Options \n     have an exercise price per share of $54.0625, the fair market value (as\n     defined in the 2000 LTMIP) of the Viacom Class B common stock on the grant\n     date (May 25, 2000).  Thirty-three and one-third percent of the Viacom\n     Stock Options shall vest on the first, second and third anniversaries of \n     the date of grant.  The Viacom Stock Options will expire on May 25, 2010\n     (the \"Expiration Date\").  If Executive's active employment with Viacom or\n     any of its subsidiaries\n\n \nMr. Leslie Moonves\nAs of May 25, 2000\nPage 3\n\n     terminates for any reason other than for cause, the Viacom Stock Options\n     will be exercisable in accordance with the following provisions: (i) if\n     Executive dies, his outstanding Viacom Stock Options (including any Viacom\n     Stock Options that have not vested by the date of death) may be exercised\n     by the person who acquires the right to exercise such Viacom Stock Options\n     until the earlier of two (2) years after the date of death or the\n     Expiration Date; (ii) if Executive's employment is terminated by CBS other\n     than for disability or for cause or Executive terminates his employment for\n     Good Reason, his outstanding Viacom Stock Options (including any Viacom\n     Stock Options that have not vested by the termination date) can be\n     exercised by Executive until the earlier of three (3) years after the\n     termination date or the Expiration Date; (iii) in the event of Executive's\n     Retirement (as defined in the 2000 LTMIP), any outstanding Viacom Stock\n     Options that had vested prior to the date of his Retirement may be\n     exercised by Executive until the Expiration Date; (iv) in the event of\n     Executive's Permanent Disability (as defined in the 2000 LTMIP), any\n     outstanding Viacom Stock Options that had vested prior to the date of the\n     onset of Permanent Disability can be exercised by Executive until the\n     earlier of two (2) years after such date or the Expiration Date; or (v) if\n     Executive's employment terminates for any reason other than for cause or as\n     a result of death, termination by CBS other than for disability or for\n     cause or termination by Executive for Good Reason, Retirement or Permanent\n     Disability, any outstanding Viacom Stock Options that had vested by the\n     date of such termination of employment can be exercised by Executive until\n     the earlier of six (6) months after the date of termination or the\n     Expiration Date. The grant of the Viacom Stock Options shall be reflected\n     in and governed by a stock option agreement to be executed by Viacom and\n     provided to Executive upon his execution of the letter agreement dated as\n     of May 25, 2000 amending this agreement. In the event of any inconsistency\n     between the provisions of the stock option agreement and the provisions of\n     such letter agreement relating to the Viacom Stock Options, the provisions\n     of such letter agreement shall control.\"\n\n \nMr. Leslie Moonves\nAs of May 25, 2000\nPage 4\n\n     Except as expressly provided hereinabove in this amendatory letter \nagreement, all of the other terms and conditions of the Agreement, as amended \n(including by the Amendment) shall remain unchanged and are hereby in all \nrespects ratified and confirmed.\n\n     Please indicate your agreement to the foregoing by signing in the space \nprovided below and delivering a copy of this amendatory letter agreement, \nbearing your signature, to the undersigned.\n\n                                   Very truly yours,\n\n                                   CBS BROADCASTING INC.\n\n\n\n                                   By: \/s\/ William A. Roskin\n                                       ------------------------\n                                       Name:  William A. Roskin\n                                       Title: Senior Vice President\n                                              Human Resources and\n                                              Administration\n\nACCEPTED AND AGREED:\n\n\n \n\/s\/ Leslie Moonves\n--------------------\n    Leslie Moonves\n\nDated: 8\/30\/00\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":[9539,9544],"class_list":["post-39312","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39312","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=39312"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39312"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39312"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39312"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}