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ViacomCBS Inc. – ‘10-Q’ for 9/30/17 – ‘EX-10.C’

On: Friday, 11/3/17, at 5:40pm ET · As of: 11/6/17 · For: 9/30/17 · Accession #: 813828-17-48 · File #: 1-09553

  As Of               Filer                 Filing    For·On·As Docs:Size

11/06/17  ViacomCBS Inc.                    10-Q        9/30/17   84:15M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.27M 
 2: EX-10.A     Material Contract                                   HTML    234K 
 3: EX-10.B     Material Contract                                   HTML    171K 
 4: EX-10.C     Material Contract                                   HTML     44K 
 5: EX-10.D     Material Contract                                   HTML     45K 
 6: EX-12       Statement re: Computation of Ratios                 HTML     42K 
 7: EX-31.A     Certification -- §302 - SOA'02                      HTML     31K 
 8: EX-31.B     Certification -- §302 - SOA'02                      HTML     31K 
 9: EX-32.A     Certification -- §906 - SOA'02                      HTML     25K 
10: EX-32.B     Certification -- §906 - SOA'02                      HTML     25K 
17: R1          Document and Entity Information                     HTML     47K 
18: R2          Consolidated Statements of Operations               HTML    111K 
19: R3          Consolidated Statements of Comprehensive Income     HTML     42K 
                (Loss)                                                           
20: R4          Consolidated Balance Sheets                         HTML    148K 
21: R5          Consolidated Balance Sheets (Parenthetical)         HTML     41K 
22: R6          Consolidated Statements of Cash Flows               HTML    133K 
23: R7          Consolidated Statements of Cash Flows               HTML     27K 
                (Parenthetical)                                                  
24: R8          Basis of Presentation and Summary of Significant    HTML     68K 
                Accounting Policies                                              
25: R9          Stock-based Compensation                            HTML     53K 
26: R10         Discontinued Operations                             HTML    193K 
27: R11         Programming and Other Inventory                     HTML     48K 
28: R12         Related Parties                                     HTML     47K 
29: R13         Bank Financing and Debt                             HTML     58K 
30: R14         Pension and Other Postretirement Benefits           HTML     69K 
31: R15         Stockholders' Equity                                HTML     66K 
32: R16         Income Taxes                                        HTML     48K 
33: R17         Commitments and Contingencies                       HTML     38K 
34: R18         Restructuring Charges                               HTML     86K 
35: R19         Financial Instruments and Fair Value Measurements   HTML     90K 
36: R20         Reportable Segments                                 HTML    212K 
37: R21         Condensed Consolidating Financial Statements        HTML    715K 
38: R22         Basis of Presentation and Summary of Significant    HTML     50K 
                Accounting Policies (Policies)                                   
39: R23         Basis of Presentation and Summary of Significant    HTML     38K 
                Accounting Policies (Tables)                                     
40: R24         Stock-based Compensation (Tables)                   HTML     47K 
41: R25         Discontinued Operations (Tables)                    HTML    187K 
42: R26         Programming and Other Inventory (Tables)            HTML     75K 
43: R27         Related Parties (Tables)                            HTML     36K 
44: R28         Bank Financing and Debt (Tables)                    HTML     47K 
45: R29         Pension and Other Postretirement Benefits (Tables)  HTML     68K 
46: R30         Stockholders' Equity (Tables)                       HTML     61K 
47: R31         Income Taxes (Tables)                               HTML     48K 
48: R32         Restructuring Charges (Tables)                      HTML     83K 
49: R33         Financial Instruments and Fair Value Measurements   HTML     85K 
                (Tables)                                                         
50: R34         Reportable Segments (Tables)                        HTML    222K 
51: R35         Condensed Consolidating Financial Statements        HTML    715K 
                (Tables)                                                         
52: R36         Basis of Presentation and Summary of Significant    HTML     46K 
                Accounting Policies (Details)                                    
53: R37         Stock-based Compensation (Stock-based Compensation  HTML     35K 
                Expense) (Details)                                               
54: R38         Stock-based Compensation (Narrative) (Details)      HTML     58K 
55: R39         Discontinued Operations (Narrative) (Details)       HTML     87K 
56: R40         Discontinued Operations (Net Earnings (Loss))       HTML     81K 
                (Details)                                                        
57: R41         Discontinued Operations (Assets and Liabilities)    HTML     73K 
                (Details)                                                        
58: R42         Discontinued Operations (Long-Term Debt) (Details)  HTML     50K 
59: R43         Programming and Other Inventory (Details)           HTML     43K 
60: R44         Related Parties (Details)                           HTML     58K 
61: R45         Bank Financing and Debt (Schedule of Debt)          HTML     58K 
                (Details)                                                        
62: R46         Bank Financing and Debt (Narrative) (Details)       HTML     80K 
63: R47         Pension and Other Postretirement Benefits           HTML     42K 
                (Components of Net Periodic Cost) (Details)                      
64: R48         Pension and Other Postretirement Benefits           HTML     39K 
                (Narrative) (Details)                                            
65: R49         Stockholders' Equity (Narrative) (Details)          HTML     42K 
66: R50         Stockholders' Equity (Accumulated Other             HTML     48K 
                Comprehensive Income (Loss)) (Details)                           
67: R51         Income Taxes (Details)                              HTML     38K 
68: R52         Commitments and Contingencies (Details)             HTML     39K 
69: R53         Restructuring Charges (Details)                     HTML     57K 
70: R54         Financial Instruments and Fair Value Measurements   HTML     39K 
                (Narrative) (Details)                                            
71: R55         Financial Instruments and Fair Value Measurements   HTML     28K 
                (Gain (Losses) Recognized on Derivative Financial                
                Instruments) (Details)                                           
72: R56         Financial Instruments and Fair Value Measurements   HTML     47K 
                (Fair Value of Assets and Liabilities) (Details)                 
73: R57         Reportable Segments (Revenues) (Details)            HTML     44K 
74: R58         Reportable Segments (Operating Income (Loss))       HTML     77K 
                (Details)                                                        
75: R59         Reportable Segments (Depreciation and               HTML     40K 
                Amortization) (Details)                                          
76: R60         Reportable Segments (Stock-based Compensation)      HTML     39K 
                (Details)                                                        
77: R61         Reportable Segments (Capital Expenditures)          HTML     39K 
                (Details)                                                        
78: R62         Reportable Segments (Assets) (Details)              HTML     41K 
79: R63         Condensed Consolidating Financial Statements        HTML    112K 
                (Statement of Operations) (Details)                              
80: R64         Condensed Consolidating Financial Statements        HTML    191K 
                (Balance Sheet) (Details)                                        
81: R65         Condensed Consolidating Financial Statements        HTML    173K 
                (Statement of Cash Flow) (Details)                               
83: XML         IDEA XML File -- Filing Summary                      XML    148K 
82: EXCEL       IDEA Workbook of Financial Reports                  XLSX     96K 
11: EX-101.INS  XBRL Instance -- cbs-20170930                        XML   4.94M 
13: EX-101.CAL  XBRL Calculations -- cbs-20170930_cal                XML    310K 
14: EX-101.DEF  XBRL Definitions -- cbs-20170930_def                 XML    833K 
15: EX-101.LAB  XBRL Labels -- cbs-20170930_lab                      XML   1.45M 
16: EX-101.PRE  XBRL Presentations -- cbs-20170930_pre               XML   1.07M 
12: EX-101.SCH  XBRL Schema -- cbs-20170930                          XSD    150K 
84: ZIP         XBRL Zipped Folder -- 0000813828-17-000048-xbrl      Zip    297K

‘EX-10.C’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

Exhibit 10(c)

51 West 52^nd Street

New York, NY 10019

Anthony G. Ambrosio

c/o CBS Corporation

51 W. 52^nd Street

New York, NY 10019



Dear Tony:	August 4, 2017

Reference is made to your employment agreement with CBS Corporation (“CBS”), dated as of September 29, 2016 (the “Agreement”). All defined terms used without definitions shall have the meanings provided in the Agreement. This letter, when fully executed below, shall amend the Agreement as follows:

1. Paragraph 7(b)(ii)(E) of the Agreement shall be amended to add a new clause (V) and to revise clauses (III) and (IV) in their entirety to read as follows:

“(III) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination, but which would otherwise vest after the eighteen-month period following your termination date and on or before the third anniversary of the termination date, shall continue to vest in accordance with their established vesting schedule until all such stock options are fully vested and exercisable, and such stock options shall continue to be exercisable until their expiration date, subject to your continued compliance with the obligations set forth in paragraphs 6(a) and 6(b) of this Agreement during such 18-month continued vesting period.

(IV) All restricted share unit (‘RSU’) awards and other equity awards (or portions thereof) that would otherwise vest on or before the end of an eighteen (18) month period following your termination date (the ‘Accelerated Share Awards’) shall immediately vest on the Release Effective Date, but settlement of such awards shall occur in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this clause (E)(IV); provided, however, that with respect to Accelerated Share Awards that remain subject to performance-based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such Accelerated Share Award under Internal Revenue Code Section 162(m) (‘Code Section 162(m)’), such Accelerated Share Award shall vest if and to the extent that, after the end of the applicable performance period, the Committee certifies that a level of the performance goal relating to such Accelerated Share Award has been met (and without the application of any negative discretion by the Committee that does not also apply to substantially

Anthony G. Ambrosio

August 4, 2017

Page 2

all other senior executives of CBS), or, if later, the Release Effective Date, and shall be settled in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this clause (E)(IV).

(V) All RSU awards and other equity awards (or portions thereof) that would otherwise vest after the eighteen-month period following your termination date and on or before the third anniversary of the termination date (the ‘Continued Share Awards’) shall continue to vest in accordance with their established vesting schedule, subject to your continued compliance with the obligations set forth in paragraphs 6(a) and 6(b) of this Agreement during such 18-month continued vesting period.”

2. Paragraph 7(c)(ii)(E) of the Agreement shall be amended to add a new clause (V) and to revise clauses (III) and (IV) in their entirety to read as follows:

(IV) All Accelerated Share Awards shall immediately vest on the Release Effective Date, but settlement of such awards shall occur in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this clause (E)(IV); provided, however, that with respect to Accelerated Share Awards that remain subject to performance-based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such Accelerated Share Award under Code Section 162(m), such Accelerated Share Award shall vest if and to the extent that, after the end of the applicable performance period, the Committee certifies that a level of the performance goal relating to such Accelerated Share Award has been met (and without the application of any negative discretion by the Committee that does not also apply to substantially all other senior executives of CBS), or, if later, the Release Effective Date, and shall be settled in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this clause (E)(IV).

(V) All Continued Share Awards shall continue to vest in accordance with their established vesting schedule, subject to your continued compliance with

Anthony G. Ambrosio

August 4, 2017

Page 3

the obligations set forth in paragraphs 6(a) and 6(b) of this Agreement during such 18-month continued vesting period.”

3. Paragraph 7(k)(ii)(E) of the Agreement shall be amended to revise clause (III) in its entirety to read as follows:

“(III) With respect to all awards of RSUs and other equity awards (or portions thereof) that have not vested on the date your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date, but settlement of such awards shall occur in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this clause (E)(III); provided, however, that with respect to RSUs and other equity awards (or portions thereof) that remain subject to performance-based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such award under Code Section 162(m), such award shall vest if and to the extent that, after the end of the applicable performance period, the Committee certifies that a level of the performance goal relating to such award has been met (and without the application of any negative discretion by the Committee that does not also apply to substantially all other senior executives of CBS), or, if later, the Release Effective Date, and shall be settled in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this clause (E)(III).”

4. Paragraphs 7(b)(ii) and 7(c)(ii) of the Agreement shall each be amended to insert the phrase “and Continued Share Awards” immediately following the term “Accelerated Share Awards” in the last paragraph thereof.

5. This letter may be executed in one or more counterparts, including by facsimile, and all of the counterparts shall constitute one fully executed agreement. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

6. Except as otherwise provided herein, the Agreement shall continue in full force and effect in accordance with its terms.

[signature page to follow]

If the foregoing correctly sets forth our understanding, please sign, date, and return this letter to the undersigned for execution on behalf of CBS; after this letter has been executed by CBS and a fully-executed copy returned to you, it shall constitute a binding amendment to the Agreement.



		Very truly yours,

		CBS CORPORATION


		By:	/s/ *Leslie Moonves*
			Leslie Moonves
			President and Chief Executive Officer



ACCEPTED AND AGREED:


/s/ *Anthony G. Ambrosio*
Anthony G. Ambrosio

Dated:	8/4/2017

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed as of:	11/6/17	4, 425, SC TO-I/A
Filed on:	11/3/17	425, 8-K, S-3ASR
For Period end:	9/30/17
	8/4/17	4
	9/29/16	4
		List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/24/21  Paramount Global                  10-K       12/31/20  170:25M

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Filing Submission 0000813828-17-000048 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)