{"id":39694,"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-viacom-inc-and-william-a-roskin.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-viacom-inc-and-william-a-roskin","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-viacom-inc-and-william-a-roskin.html","title":{"rendered":"Employment Agreement &#8211; Viacom Inc. and William A. Roskin"},"content":{"rendered":"<pre>\n                                              As of May 1, 2000\n\nWilliam A. Roskin\n\nDear Mr. Roskin:\n\nViacom Inc. (\"Viacom\"), 1515 Broadway, New York, New York 10036, agrees \nto employ you and you agree to accept such employment upon the following \nterms and conditions:\n\n1. Term. The term of your employment under this Agreement shall \ncommence\n         ----\non May 1, 2000 and, unless terminated by Viacom or you pursuant to \nparagraph 8(a), (b) or (c), shall continue through and until August 1, \n2003. The period from May 1, 2000 through August 1, 2003 is referred \nto as the \"Term\" notwithstanding any earlier termination of your \nemployment for any reason.\n\n2. Duties. You agree to devote your entire business time, attention \nand\n         ------\nenergies to the business of Viacom and its subsidiaries during your \nemployment with Viacom. You will be Senior Vice President, Human \nResources and Administration of Viacom, reporting directly and solely \nto the President and Chief Operating Officer (the \"COO\") or the Chief \nExecutive Officer (the \"CEO\") of Viacom, and you agree to perform all \nduties reasonable and consistent with that office as the COO or the \nCEO may assign to you from time to time. You will have such authority \nas is necessary for the performance of your obligations hereunder. Your \nprincipal place of business shall be Viacom's headquarters in\nthe New York City metropolitan area.\n\n      3. Compensation.\n         ------------\n(a) Salary. For all the services rendered by you in any capacity\n                ------\nunder this Agreement, Viacom agrees to pay you Eight Hundred Thousand \nDollars ($800,000) a year in base salary (\"Salary\"), less applicable \ndeductions and withholding taxes, in accordance with Viacom's payroll \npractices as they may exist from time to time. Your Salary will be \nincreased on May 1, 2001 to Eight Hundred Seventy Five Thousand \nDollars ($875,000) a year and on May 1, 2002 to Nine Hundred Fifty \nThousand Dollars ($950,000) a year.\n\n \nWilliam A. Roskin\nAs of May 1, 2000\nPage 2\n\n\n            (b) Bonus Compensation. You also shall be entitled to receive annual\n                ------------------\nbonus compensation (\"Bonus\") during your employment with Viacom under this\nAgreement, determined and payable as follows:\n\n            (i)   Your Bonus for each calendar year during your employment with\n                  Viacom under this Agreement will be determined in accordance\n                  with the Viacom Senior Executive Short-Term Incentive Plan, as\n                  the same may be amended from time to time (the \"STIP\").\n\n            (ii)  Your target bonus (\"Target Bonus\") for each of those calendar\n                  years shall be 60% of your Salary as in effect on November 1st\n                  of such year. Your Bonus may be prorated for any portion of\n                  the calendar year that you were employed by Viacom.\n\n            (iii) Your Bonus for any calendar year shall be payable, less\n                  applicable deductions and withholding taxes, by February 28th\n                  of the following year.\n\n            (c) Long-Term Incentive Plans.\n                -------------------------\n            (i)   Special Grant: You have been awarded a special grant (the\n                  -------------\n                  \"Special Grant\") under Viacom's 1997 Long-Term Management\n                  Incentive Plan (the \"l997 LTMIP\") of stock options to purchase\n                  One Hundred Thousand (100,000) shares of Viacom's Class B\n                  Common Stock, effective as of May 25, 2000 (the \"Date of\n                  Special Grant\"), with an exercise price of $54.0625 for each\n                  share (the closing price of the Class B Common Stock on the\n                  NYSE on the date of grant). The Special Grant shall vest in\n                  three equal installments on the first, second and third\n                  anniversaries of the Date of Special Grant.\n\n            (ii)  Additional Grants: In addition to the Special Grant, during\n                  -----------------\n                  your employment under this Agreement, you shall be eligible to\n                  participate in one or more of Viacom's long-term incentive\n                  plans at a level appropriate to your position as determined by\n                  the Viacom Board of Directors or a committee of the Board.\n\n      4. Benefits. You shall participate in such vacation, medical, dental, life\n         --------\ninsurance, long-term disability insurance, 401(k), pension and other plans as\nViacom may have or establish from time to time and in which you would be\nentitled to participate under the terms of the plan. This provision, however,\nshall not be construed to either require Viacom to establish any welfare,\ncompensation or long-term incentive plans, or to prevent the modification or\ntermination of any plan once established, and no action or inaction with respect\nto any plan shall affect this Agreement.\n\n \nWilliam A. Roskin\nAs of May 1, 2000\nPage 3\n\n\n      5. Business Expenses; Car Allowance and Insurance. During your employment\n         ----------------------------------------------\nunder this Agreement, Viacom shall reimburse you for such reasonable travel and\nother expenses incurred in the performance of your duties as are customarily\nreimbursed to Viacom executives at comparable levels. You shall receive a car\nallowance and car insurance for one vehicle in accordance with Viacom's\npolicies, as the same may be amended from time to time.\n\n      6. Non-Competition, Confidential Information, Etc.\n         ----------------------------------------------\n\n            (a) Non-Competition. You agree that your employment with Viacom is\n                ---------------\non an exclusive basis and that, while you are employed by Viacom, you will not\nengage in any other business activity which is in conflict with your duties and\nobligations (including your commitment of time) under this Agreement. You agree\nthat, during the Non-Compete Period (as defined below), you shall not directly\nor indirectly engage in or participate as an owner, partner, stockholder,\nofficer, employee, director, agent of or consultant for any business competitive\nwith any business of Viacom, without the written consent of Viacom; provided,\n                                                                    --------\nhowever, that this provision shall not prevent you from investing as less than a\n-------\none (1%) percent stockholder in the securities of any company listed on a\nnational securities exchange or quoted on an automated quotation system. The\nNon-Compete Period shall cover the entire Term; provided, however, that, if your\n                                                --------  ------\nemployment terminates before the end of the Term, the Non-Compete Period shall\nterminate, if earlier, (i) one year after you terminate your employment for Good\nReason or Viacom terminates your employment without Cause, or on such earlier\ndate as you may make the election under paragraph 6(j) (which relates to your\nability to terminate your obligations under this paragraph 6(a) in exchange for\nwaiving your right to certain compensation and benefits); or (ii) eighteen (18)\nmonths after Viacom terminates your employment for Cause. (Defined terms used\nwithout definitions in the preceding sentence have the meanings provided in\nparagraphs 8(a) and (b).)\n\n            (b) Confidential Information. You agree that, during the Term or at\n                ------------------------\nany time thereafter, (i) you shall not use for any purpose other than the duly\nauthorized business of Viacom, or disclose to any third party, any information\nrelating to Viacom or any of its affiliated companies which is proprietary to\nViacom or any of its affiliated companies (\"Confidential Information\"),\nincluding any trade secret or any written (including in any electronic form) or\noral communication incorporating Confidential Information in any way (except as\nmay be required by law or in the performance of your duties under this Agreement\nconsistent with Viacom's policies); and (ii) you will comply with any and all\nconfidentiality obligations of Viacom to a third party, whether arising under a\nwritten agreement or otherwise. Information shall not be deemed Confidential\nInformation which (x) is or becomes generally available to the public other than\nas a result of a disclosure by you or at your direction or by any other person\nwho directly or indirectly receives such information from you, or (y) is or\nbecomes available to you on a non-confidential basis from a source which is\nentitled to disclose it to you.\n\n \nWilliam A. Roskin\nAs of May 1, 2000\nPage 4\n\n\n            (c) No Employee Solicitation. You agree that, during the Term and\n                ------------------------\nfor one (1) year thereafter, you shall not, directly or indirectly, engage,\nemploy or solicit the employment or consulting services of any person who is\nthen or has been within six (6) months prior to the time of such action, an\nemployee of Viacom or any of its affiliated companies, or agree to do so.\n\n            (d) Viacom Ownership. The results and proceeds of your services\n                ----------------\nunder this Agreement, including, without limitation, any works of authorship\nresulting from your services during your employment with Viacom and\/or any of\nits affiliated companies and any works in progress resulting from such services,\nshall be works-made-for-hire and Viacom shall be deemed the sole owner\nthroughout the universe of any and all rights of every nature in such works,\nwhether such rights are now known or hereafter defined or discovered, with the\nright to use the works in perpetuity in any manner Viacom determines in its sole\ndiscretion without any further payment to you. If, for any reason, any of such\nresults and proceeds are not legally deemed a work-made-for-hire and\/or there\nare any rights in such results and proceeds which do not accrue to Viacom under\nthe preceding sentence, then you hereby irrevocably assign and agree to assign\nany and all of your right, title and interest thereto, including, without\nlimitation, any and all copyrights, patents, trade secrets, trademarks and\/or\nother rights of every nature in the work, whether now known or hereafter defined\nor discovered, and Viacom shall have the right to use the work in perpetuity\nthroughout the universe in any manner Viacom determines in its sole discretion\nwithout any further payment to you. You shall, as may be requested by Viacom\nfrom time to time, do any and all things which Viacom may deem useful or\ndesirable to establish or document Viacom's rights in any such results and\nproceeds, including, without limitation, the execution of appropriate copyright,\ntrademark and\/or patent applications, assignments or similar documents and, if\nyou are unavailable or unwilling to execute such documents, you hereby\nirrevocably designate the CEO or his designee as your attorney-in-fact with the\npower to execute such documents on your behalf. To the extent you have any\nrights in the results and proceeds of your services under this Agreement that\ncannot be assigned as described above, you unconditionally and irrevocably waive\nthe enforcement of such rights. This paragraph 6(d) is subject to, and does not\nlimit, restrict, or constitute a waiver by Viacom or any of its affiliated\ncompanies of any ownership rights to which Viacom or any of its affiliated\ncompanies may be entitled by operation of law by virtue of being your employer.\n\n            (e) Litigation. You agree that, during the Term, for one (1) year\n                ----------\nthereafter and, if longer, during the pendancy of any litigation or other\nproceeding, (i) you shall not communicate with anyone (other than your own\nattorneys and tax advisors), except to the extent necessary in the performance\nof your duties under this Agreement, with respect to the facts or subject matter\nof any pending or potential litigation, or regulatory or administrative\nproceeding involving Viacom or any of Viacom's affiliated companies, other than\nany litigation or other proceeding in which you are a party-in-opposition,\nwithout giving prior notice to Viacom or Viacom's counsel; and (ii) in the event\nthat any other party attempts to obtain information or documents from you with\nrespect to matters possibly related to such litigation or other proceeding, you\nshall promptly notify Viacom's counsel before providing such information or\ndocuments.\n\n \nWilliam A. Roskin\nAs of May 1, 2000\nPage 5\n\n\n            (f) No Right to Give Interviews or Write Books, Articles, Etc.\n                ---------------------------------------------------------\nDuring the Term, except as authorized by Viacom, you shall not (i) give any\ninterviews or speeches, or (ii) prepare or assist any person or entity in the\npreparation of any books, articles, television or motion picture productions or\nother creations, in either case, concerning Viacom or any of its affiliated\ncompanies or any of their respective officers, directors, agents, employees,\nsuppliers or customers.\n\n            (g) Return of Property. All documents, data, recordings, or other\n                ------------------\nproperty, whether tangible or intangible, including all information stored in\nelectronic form, obtained or prepared by or for you and utilized by you in the\ncourse of your employment with Viacom or any of its affiliated companies shall\nremain the exclusive property of Viacom. In the event of the termination of your\nemployment for any reason, Viacom reserves the right, to the extent permitted by\nlaw and in addition to any other remedy Viacom may have, to deduct from any\nmonies otherwise payable to you the following: (i) all amounts you may owe to\nViacom or any of its affiliated companies at the time of or subsequent to the\ntermination of your employment with Viacom; and (ii) the value of the Viacom\nproperty which you retain in your possession after the termination of your\nemployment with Viacom. In the event that the law of any state or other\njurisdiction requires the consent of an employee for such deductions, this\nAgreement shall serve as such consent.\n\n            (h) Non-Disparagement. You agree that, during the Term and for one\n                -----------------\n(1) year thereafter, you shall not, in any communications with the press or\nother media or any customer, client or supplier of Viacom or any of its\naffiliated companies, criticize, ridicule or make any statement which disparages\nor is derogatory of Viacom or any of its affiliated companies or any of their\nrespective directors or senior officers.\n\n            (i) Injunctive Relief. Viacom has entered into this Agreement in\n                -----------------\norder to obtain the benefit of your unique skills, talent, and experience. You\nacknowledge and agree that any violation of paragraphs 6(a) through (h) of this\nAgreement will result in irreparable damage to Viacom, and, accordingly, Viacom\nmay obtain injunctive and other equitable relief for any breach or threatened\nbreach of such paragraphs, in addition to any other remedies available to\nViacom.\n\n            (j) Survival; Modification of Terms. Your obligations under\n                -------------------------------\nparagraphs 6(a) through (i) shall remain in full force and effect for the entire\nperiod provided therein notwithstanding the termination of your employment under\nthis Agreement for any reason or the expiration of the Term; provided, however,\n                                                             --------  -------\nthat your obligations under paragraph 6(a) (but not under any other provision of\nthis Agreement) shall cease if you terminate your employment for Good Reason or\nViacom terminates your employment without Cause and you notify Viacom in writing\nthat you have elected to waive your right to receive, or to continue to receive,\ntermination payments and benefits under paragraphs 8(d)(i) through (vi) and\/or\n8(e). You and Viacom\n\n \nWilliam A. Roskin\nAs of May 1, 2000\nPage 6\n\n\nagree that the restrictions and remedies contained in paragraphs 6(a) through\n(i) are reasonable and that it is your intention and the intention of Viacom\nthat such restrictions and remedies shall be enforceable to the fullest extent\npermissible by law. If a court of competent jurisdiction shall find that any\nsuch restriction or remedy is unenforceable but would be enforceable if some\npart were deleted or the period or area of application reduced, then such\nrestriction or remedy shall apply with the modification necessary to make it\nenforceable.\n\n      7. Disability. In the event that you become \"disabled\" within the meaning\n         ----------\nof such term under Viacom's Short-Term Disability (\"STD\") program and its\nLong-Term Disability (\"LTD\") program during the Term (such condition is referred\nto as a \"Disability\"), you will receive compensation under the STD program in\naccordance with its terms. Thereafter, you will be eligible to receive benefits\nunder the LTD program in accordance with its terms. If you have not returned to\nwork by December 31st of a calendar year during the Term, you will receive bonus\ncompensation for the calendar year(s) during the Term in which you receive\ncompensation under the STD program, determined as follows:\n\n            (i)   for the portion of the calendar year from January 1st until\n                  the date on which you first receive compensation under the STD\n                  program, bonus compensation shall be determined in accordance\n                  with the STIP (i.e., based upon Viacom's achievement of its\n                                 ----\n                  goals and Viacom's good faith estimate of your achievement of\n                  your personal goals) and prorated for such period; and\n\n            (ii)  for any subsequent portion of that calendar year and any\n                  portion of the following calendar year in which you receive\n                  compensation under the STD program, bonus compensation shall\n                  be in an amount equal to your Target Bonus and prorated for\n                  such period(s).\n\nBonus compensation under this paragraph 7 shall be paid, less applicable\ndeductions and withholding taxes, by February 28th of the year(s) following the\nyear as to which such bonus compensation is payable. You will not receive bonus\ncompensation for any portion of the calendar year(s) during the Term while you\nreceive benefits under the LTD program. For the periods that you receive\ncompensation and benefits under the STD and LTD programs, such compensation and\nbenefits and the bonus compensation provided under this paragraph 7 are in lieu\nof Salary and Bonus under paragraphs 3(a) and (b). The stock options granted to\nyou under the LTMIP (as defined in paragraph 8(d)(vii)) which are exercisable on\nor prior to the date on which benefits commence under the LTD program, together\nwith all LTMIP stock options that would have vested and become exercisable on or\nbefore the last day of the Term (which options shall become immediately vested\nand exercisable), shall be exercisable until the first anniversary of the date\non which such benefits commence or, if earlier, the expiration date of the stock\noptions.\n\n \nWilliam A. Roskin\nAs of May 1, 2000\nPage 7\n\n\n      8. Termination.\n         -----------\n\n            (a) Termination for Cause. Viacom may, at its option, terminate your\n                ---------------------\nemployment under this Agreement forthwith for Cause and thereafter shall have no\nfurther obligations under this Agreement, including, without limitation, any\nobligation to pay Salary or Bonus or provide benefits. Cause shall mean: (i)\nembezzlement, fraud or other conduct which would constitute a felony; (ii)\nwillful unauthorized disclosure of Confidential Information; (iii) your failure\nto obey a material lawful directive that is appropriate to your position from an\nexecutive(s) in your reporting line; (iv) your material breach of this\nAgreement; or (v) your failure (except in the event of your Disability) or\nrefusal to substantially perform your material obligations under this Agreement.\nViacom will give you written notice prior to terminating your employment\npursuant to (iii), (iv), or (v) of this paragraph 8(a), setting forth the nature\nof any alleged failure, breach or refusal in reasonable detail and the conduct\nrequired to cure. Except for a failure, breach or refusal which, by its nature,\ncannot reasonably be expected to be cured, you shall have ten (10) business days\nfrom the giving of such notice within which to cure any failure, breach or\nrefusal under (iii), (iv), or (v) of this paragraph 8(a); provided, however,\n                                                          --------  -------\nthat, if Viacom reasonably expects irreparable injury from a delay of ten (10)\nbusiness days, Viacom may give you notice of such shorter period within which to\ncure as is reasonable under the circumstances.\n\n            (b) Good Reason Termination. You may terminate your employment under\n                -----------------------\nthis Agreement for Good Reason at any time during the Term by written notice to\nViacom no more than thirty (30) days after the occurrence of the event\nconstituting Good Reason. Such notice shall state an effective date no earlier\nthan thirty (30) business days after the date it is given. Viacom shall have ten\n(10) business days from the giving of such notice within which to cure and, in\nthe event of such cure, your notice shall be of no further force or effect. Good\nReason shall mean without your consent (other than in connection with the\ntermination or suspension of your employment or duties for Cause or in\nconnection with your Disability): (i) the assignment to you of duties or\nresponsibilities substantially inconsistent with your position(s) or duties;\n(ii) the withdrawal of material portions of your duties described in paragraph 2\nor a change in your reporting relationships such that you do not report directly\nand solely to the COO or CEO; (iii) the material breach by Viacom of its\nmaterial obligations under this Agreement; or (iv) the relocation of your\nposition outside the New York City metropolitan area.\n\n            (c) Termination Without Cause. Viacom may terminate your employment\n                -------------------------\nunder this Agreement without Cause at any time during the Term by written notice\nto you.\n\n            (d) Termination Payments\/Benefits. In the event that your employment\n                -----------------------------\nterminates under paragraph 8(b) or (c), you shall thereafter receive, less\napplicable withholding taxes:\n\n            (i)   your Salary, as in effect on the date on which your employment\n                  terminates, until the end of the Term, paid in accordance with\n                  Viacom's then effective payroll practices;\n\n \nWilliam A. Roskin\nAs of May 1, 2000\nPage 8\n\n\n            (ii)  bonus compensation for the calendar year in which such\n                  termination occurs, payable by February 28th of the following\n                  year, determined as follows:\n\n                  (x)   for the portion of the calendar year from January 1st\n                        until the date of the termination, bonus compensation\n                        shall be determined in accordance with the STIP (i.e.,\n                                                                         ----\n                        based on Viacom's achievement of its goals and Viacom's\n                        good faith estimate of your achievement of your personal\n                        goals) and prorated for such period; and\n\n                  (y)   for the remaining portion of such calendar year during\n                        the Term, bonus compensation shall be in an amount equal\n                        to your Target Bonus and prorated for such period;\n\n            (iii) bonus compensation for each subsequent calendar year or\n                  portion thereof during the Term, in an amount equal to your\n                  Target Bonus, prorated for any partial calendar year and\n                  payable by February 28th of the following year;\n\n            (iv)  your car allowance until the end of the Term, paid in\n                  accordance with Viacom's then effective payroll practices;\n\n            (v)   medical and dental insurance coverage provided under COBRA at\n                  no cost to you (except as hereafter described) pursuant to\n                  Viacom's then-current benefit plans until the end of the Term\n                  or, if earlier, the date on which you become eligible for\n                  medical and dental coverage from a third party; provided,\n                                                                  --------\n                  that, during the period that Viacom provides you with this\n                  coverage, an amount equal to the applicable COBRA premiums (or\n                  such other amounts as may be required by law) will be included\n                  in your income for tax purposes to the extent required by law\n                  and Viacom may withhold taxes from your compensation for this\n                  purpose; and provided, further, that you may elect to continue\n                               --------  -------\n                  your medical and dental insurance coverage under COBRA at your\n                  own expense for the balance, if any, of the period required by\n                  law;\n\n            (vi)  life insurance coverage until the end of the Term pursuant to\n                  Viacom's then-current policy in the amount then furnished to\n                  Viacom employees at no cost (the amount of such coverage will\n                  be reduced by the amount of life insurance coverage furnished\n                  to you at no cost by a third party employer); and\n\n \nWilliam A. Roskin\nAs of May 1, 2000\nPage 9\n\n\n            (vii) the following with respect to any stock options granted to you\n                  under the 1997 LTMIP and any predecessor or successor plans\n                  (\"LTMIP\"):\n\n                  (x)   all LTMIP stock options that have not vested and become\n                        exercisable on the date of such termination but that\n                        would have vested on or before the end of the Term shall\n                        vest on the date of termination; such LTMIP stock\n                        options shall remain exercisable for six (6) months\n                        after such date or, if earlier, until their expiration\n                        date; and\n\n                  (y)   all outstanding LTMIP stock options that have previously\n                        vested and become exercisable by the date of such\n                        termination shall remain exercisable for six (6) months\n                        after such date or, if earlier, until their expiration\n                        date.\n\nYou shall be required to mitigate the amount of any payment provided for in (i),\n(ii), (iii) and (iv) of this paragraph 8(d) by seeking other employment, and the\namount of such payments shall be reduced by any compensation earned by you from\nany source, including, without limitation, salary, sign-on or annual bonus\ncompensation, consulting fees, commission payments, car allowance and, in the\nevent you receive long-term compensation with a present value, as reasonably\ndetermined by Viacom, greater than you would likely have received from Viacom\nduring a comparable period (based on historical grants of long-term compensation\nduring your service with Viacom and Viacom's practices with respect to your\nposition, and prorating the value of such long-term compensation over the term\nof service required to vest therein), in each case as reasonably determined by\nViacom, the amount of such excess; provided, that mitigation shall not be\n                                   --------\nrequired, and no reduction for other compensation shall be made, for twelve (12)\nmonths after the termination of your employment or, if less, the balance of the\nTerm.\n\n      (e) Non-Renewal Notice\/Payments. If Viacom elects not to extend or renew\n          ---------------------------\nthis Agreement at the end of the Term, you shall receive the following:\n\n            (i)   If (x) Viacom notifies you less than twelve (12) months before\n                  the end of the Term that it has elected not to extend or renew\n                  this Agreement (such notice is referred to as a \"Non-Renewal\n                  Notice\"), or (y) your employment terminates under paragraph\n                  8(b) or (c) during the final twelve (12) months of the Term,\n                  you shall continue to receive, after your employment\n                  terminates, your then-current Salary for the balance of the\n                  twelve (12) months from the date on which the Non-Renewal\n                  Notice is given or your employment terminates, whichever is\n                  earlier.\n\n \nWilliam A. Roskin\nAs of May 1, 2000\nPage 10\n\n\n            (ii)  If Viacom does not give you a Non-Renewal Notice by the end of\n                  the Term and you remain employed through that date but have\n                  not entered into a new contractual relationship with Viacom or\n                  any of its affiliated companies, and Viacom thereafter\n                  terminates your employment without Cause, you shall continue\n                  to receive your then-current Salary for the balance, if any,\n                  of the twelve (12) months after the expiration of the Term.\n\nNotwithstanding the foregoing, you shall not receive Salary under this paragraph\n8(e) with respect to any period for which you receive Salary under paragraph\n8(d)(i). Payments under this paragraph 8(e) shall be made, less applicable\nwithholding taxes, in accordance with Viacom's then effective payroll practices.\nYou shall be required to mitigate the amount of any payment under this paragraph\n8(e) by seeking other employment, and the amount of any such payment shall be\nreduced by any compensation earned by you from any source, including, without\nlimitation, salary, sign-on or annual bonus compensation, consulting fees,\ncommission payments, car allowance and, in the event you receive long-term\ncompensation with a present value, as reasonably determined by Viacom, greater\nthan you would likely have received from Viacom during a comparable period\n(based on historical grants of long-term compensation during your service with\nViacom and Viacom's practices with respect to your position, and prorating the\nvalue of such long-term compensation over the term of service required to vest\ntherein), in each case as reasonably determined by Viacom, the amount of such\nexcess.\n\n            (f) Termination of Benefits. Notwithstanding anything in this\n                -----------------------\nAgreement to the contrary (except as otherwise provided in paragraph 8(d) with\nrespect to medical and dental benefits and life insurance), participation in all\nViacom benefit plans and programs (including, without limitation, vacation\naccrual, the Viacom Investment Plan, the Viacom Pension Plan and the related\nexcess plans, LTD, car insurance and accidental death and dismemberment and\nbusiness travel and accident insurance) will terminate upon the termination of\nyour employment except to the extent otherwise expressly provided in such plans\nor programs and subject to any vested rights you may have under the terms of\nsuch plans or programs. The foregoing shall not apply to the LTMIP and, after\nthe termination of your employment, your rights under the LTMIP shall be\ngoverned by the terms of the LTMIP option agreements and the applicable LTMIP\nplans together with paragraph 8(d)(vii).\n\n            (g) Resignation from Official Positions. If your employment with\n                -----------------------------------\nViacom terminates for any reason, you shall be deemed to have resigned at that\ntime from any and all officer or director positions that you may have held with\nViacom or any of its affiliated companies and all board seats or other positions\nin other entities you held on behalf of Viacom. If, for any reason, this\nparagraph 8(g) is deemed insufficient to effectuate such resignation, you agree\nto execute, upon the request of Viacom, any documents or instruments which\nViacom may deem necessary or desirable to effectuate such resignation or\nresignations, and you hereby authorize the Secretary and any Assistant Secretary\nof Viacom to execute any such documents or instruments as your attorney-in-fact.\n\n \nWilliam A. Roskin\nAs of May 1, 2000\nPage 11\n\n\n            (h) Election of Rights Under Executive Severance Plan. In the event\n                -------------------------------------------------\nthat your employment is terminated on or before May 4, 2001 by Viacom without\nCause or by you for Good Reason within the meaning of such terms under this\nAgreement and the Viacom Executive Severance Plan for Senior Vice Presidents\n(the \"Severance Plan\"), then you may elect to receive the severance compensation\nand benefits provided either (i) in this Agreement, or (ii) in the Severance\nPlan. By entering into this Agreement, you waive your right to terminate your\nemployment for Good Reason under the Severance Plan based on events that\noccurred before you entered into this Agreement. If your employment terminates\nwithout Cause or for Good Reason, you will remain subject to all of the terms\nand conditions, including, without limitation, restrictive covenants and the\nrequirement of a general release (i) provided in this Agreement if you elect the\nseverance compensation and benefits provided in this Agreement, or (ii) provided\nin the Severance Plan if you elect the severance compensation and benefits\nprovided in the Severance Plan.\n\n      9. Death. In the event of your death prior to the end of the Term while\n         -----\nactively employed, your beneficiary or estate shall receive (i) your Salary up\nto the date on which the death occurs; (ii) any Bonus earned in the prior year\nbut not yet paid; and (iii) bonus compensation for the calendar year in which\nthe death occurs, determined in accordance with the STIP (i.e., based upon\n                                                          ----\nViacom's achievement of its goals and Viacom's good faith estimate of your\nachievement of your personal goals) and pro-rated for the portion of the year\nthrough the date of death, payable, less applicable deductions and withholding\ntaxes, by February 28th of the following year. In the event of your death after\nthe termination of your employment while you are entitled to receive\ncompensation under paragraph 8(d) or (e), your beneficiary or estate shall\nreceive (x) any Salary payable under paragraph 8(d)(i) or 8(e) up to the date on\nwhich the death occurs; (y) any bonus compensation earned under paragraph\n8(d)(ii) or (iii) with respect to the prior year but not yet paid; and (z) any\nbonus compensation for the calendar year in which the death occurs, determined\nin accordance with paragraph 8(d)(ii) or (iii) and pro-rated for the portion of\nthe year through the date of death, payable, less applicable deductions and\nwithholding taxes, by February 28th of the following year. Your beneficiary or\nestate or permitted transferee shall also be entitled to exercise LTMIP stock\noptions which are exercisable on or prior to your death, together with all LTMIP\nstock options that would have vested and become exercisable on or prior to the\nlast day of the Term but for your death (which options shall immediately become\nvested and exercisable), until the first anniversary of the date of death or, if\nearlier, the expiration date of the stock options.\n\n      10. No Acceptance of Payments. You represent that you have not accepted or\n          -------------------------\ngiven nor will you accept or give, directly or indirectly, any money, services\nor other valuable consideration from or to anyone other than Viacom for the\ninclusion of any matter as part of any film, television program or other\nproduction produced, distributed and\/or developed by Viacom and\/or any of its\naffiliated companies.\n\n \nWilliam A. Roskin\nAs of May 1, 2000\nPage 12\n\n\n      11. Equal Opportunity Employer; Employee Statement of Business Conduct.\n          ------------------------------------------------------------------\nYou recognize that Viacom is an equal opportunity employer. You agree that you\nwill comply with Viacom policies regarding employment practices and with\napplicable federal, state and local laws prohibiting discrimination on the basis\nof race, color, sex, religion, national origin, citizenship, age, marital\nstatus, sexual orientation, disability or veteran status. In addition, you agree\nthat you will comply with the Viacom Employee Statement of Business Conduct.\n\n      12. Indemnification. Viacom hereby agrees that it shall indemnify and hold\n          ---------------\nyou harmless to the maximum extent permitted by law. Neither the determination\nof Viacom, its Board of Directors, independent legal counsel or stockholders\nthat you are not entitled to indemnification or the failure of any or all of\nthem to make any determination regarding such entitlement shall create any\npresumption or inference that you have not met the applicable standard of\nconduct. If you have any knowledge of any actual or threatened action, suit or\nproceeding, whether civil, criminal, administrative or investigative, as to\nwhich you may request indemnity under this provision (a \"Proceeding\"), you will\ngive Viacom prompt written notice thereof, provided that the failure to give\n                                           --------\nsuch notice shall not affect your right to indemnification. Viacom shall be\nentitled to assume the defense of any Proceeding and you will use reasonable\nefforts to cooperate with such defense. To the extent that you in good faith\ndetermine that there is an actual or potential conflict of interest between\nViacom and you in connection with the defense of a Proceeding, you shall so\nnotify Viacom and shall be entitled to separate representation by counsel\nselected by you (provided that Viacom may reasonably object to the selection of\ncounsel within five (5) business days after notification thereof) which counsel\nshall cooperate, and coordinate the defense, with Viacom's counsel and minimize\nthe expense of such separate representation to the extent consistent with your\nseparate defense. Viacom shall not be liable for any settlement of any\nProceeding effected without its prior written consent. You shall be entitled to\nadvancement of expenses incurred by you in defending any Proceeding upon receipt\nof an undertaking by you or on your behalf to repay such amount if it shall\nultimately be determined that you are not entitled to be indemnified by Viacom.\n\n      13. Notices. All notices under this Agreement must be given in writing, by\n          -------\npersonal delivery or by mail, at the parties' respective addresses shown on this\nAgreement (or any other address designated in writing by either party), with a\ncopy, in the case of Viacom, to the attention of the General Counsel of Viacom.\nAny notice given by mail shall be deemed to have been given three days following\nsuch mailing.\n\n      14. Assignment. This is an Agreement for the performance of personal\n          ----------\nservices by you and may not be assigned by you or Viacom except that Viacom may\nassign this Agreement to any affiliated company of or any successor in interest\nto Viacom.\n\n \nWilliam A. Roskin\nAs of May 1, 2000\nPage 13\n\n\n      15. NEW YORK LAW, ETC. YOU ACKNOWLEDGE THAT THIS AGREEMENT HAS BEEN\n          -----------------\nEXECUTED, IN WHOLE OR IN PART, IN NEW YORK, AND YOUR EMPLOYMENT DUTIES ARE\nPRIMARILY PERFORMED IN NEW YORK. ACCORDINGLY, YOU AGREE THAT THIS AGREEMENT AND\nALL MATTERS OR ISSUES ARISING OUT OF OR RELATING TO YOUR VIACOM EMPLOYMENT SHALL\nBE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS ENTERED\nINTO AND PERFORMED ENTIRELY THEREIN. ANY ACTION TO ENFORCE THIS AGREEMENT SHALL\nBE BROUGHT SOLELY IN THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF NEW\nYORK, BOROUGH OF MANHATTAN.\n\n      16. No Implied Contract. Nothing contained in this Agreement shall be\n          -------------------\nconstrued to impose any obligation on Viacom or you to renew this Agreement or\nany portion thereof. The parties intend to be bound only upon execution of a\nwritten agreement and no negotiation, exchange of draft or partial performance\nshall be deemed to imply an agreement. Neither the continuation of employment\nnor any other conduct shall be deemed to imply a continuing agreement upon the\nexpiration of the Term.\n\n      17. Entire Understanding. This Agreement contains the entire understanding\n          --------------------\nof the parties hereto relating to the subject matter contained in this\nAgreement, and can be changed only by a writing signed by both parties.\n\n      18. Void Provisions. If any provision of this Agreement, as applied to\n          ---------------\neither party or to any circumstances, shall be found by a court of competent\njurisdiction to be unenforceable but would be enforceable if some part were\ndeleted or the period or area of application were reduced, then such provision\nshall apply with the modification necessary to make it enforceable, and shall in\nno way affect any other provision of this Agreement or the validity or\nenforceability of this Agreement.\n\n \nWilliam A. Roskin\nAs of May 1, 2000\nPage 14\n\n\n      19. Supersedes Prior Agreements. With respect to the period covered by the\n          ---------------------------\nTerm, this Agreement supersedes and cancels all prior agreements relating to\nyour employment by Viacom or any of its affiliated companies.\n\n      If the foregoing correctly sets forth our understanding, please sign, date\nand return all three (3) copies of this Agreement to the undersigned for\nexecution on behalf of Viacom; after this Agreement has been executed by Viacom\nand a fully-executed copy returned to you, it shall constitute a binding\nagreement between us.\n\n                                       Very truly yours,\n\n                                       VIACOM INC.\n\n\n                                       By: \/s\/ Mel Karmazin\n                                           -------------------------------------\n                                           Name:  Mel Karmazin\n                                           Title: President and Chief Operating\n                                                  Officer\n\nACCEPTED AND AGREED:\n\n\n      \/s\/ William A. Roskin       \n----------------------------------\n      William A. Roskin\n\nDated: September 14, 2000\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-39694","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\/39694","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=39694"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39694"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39694"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39694"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}