Document/Exhibit Description Pages Size
1: 10-K Viacom Inc. 107 510K
2: EX-4.(F) Instrument Defining the Rights of Security Holders 100 236K
3: EX-4.(G) Instrument Defining the Rights of Security Holders 81 187K
4: EX-4.(H) Instrument Defining the Rights of Security Holders 37 76K
5: EX-10.(C) Material Contract 4 21K
6: EX-10.(L) Material Contract 14 54K
7: EX-10.(M) Material Contract 14 53K
8: EX-11 Statement re: Computation of Earnings Per Share 2± 13K
9: EX-21 Subsidiaries of the Registrant 13 83K
10: EX-23.(A) Consent of Experts or Counsel 1 7K
11: EX-24 Power of Attorney 9 21K
12: EX-27 Financial Data Schedule (Pre-XBRL) 1 10K
VIACOM INC.
SENIOR EXECUTIVE
SHORT-TERM INCENTIVE PLAN
(as amended and restated through March 27, 1996)
ARTICLE I
GENERAL
SECTION 1.1 Purpose. The purpose of the Viacom Inc. Senior Executive
Short-Term Incentive Plan (the "Plan") is to benefit and advance the interests
of Viacom Inc., a Delaware corporation (the "Company"), by rewarding selected
senior executive officers of the Company and its subsidiaries for their
contributions to the Company's financial success and thereby motivate them to
continue to make such contributions in the future by granting annual
performance-based awards ("Awards").
SECTION 1.2 Administration of the Plan. The Plan shall be administered by
a committee ("Committee") which shall adopt such rules as it may deem
appropriate in order to carry out the purpose of the Plan. The Committee shall
be the Compensation Committee of the Company's Board of Directors ("Board") (or
such other Committee as may be appointed by the Board) except that (i) the
number of directors on the Committee shall not be less than three (3) and (ii)
each member of the Committee shall be an "outside director" within the meaning
of Section 162(m)(4) of the Internal Revenue code of 1986, as amended (the
"Code"). All questions of interpretation, administration and application of the
Plan shall be determined by a majority of the members of the Committee then in
office, except that the Committee may authorize any one or more of its members,
or any officer of the Company, to execute and deliver documents on behalf of the
Committee. The determination of such majority shall be final and binding in all
matters relating to the Plan. The Committee shall have authority to determine
the terms and conditions of the Awards granted to eligible persons specified in
Section 1.3 below ("Participants").
SECTION 1.3 Eligible Persons. Awards may be granted only to employees of
the Company or one of its subsidiaries who are at the level of Senior Vice
President of the Company or at a more senior level. An individual shall not be
deemed an employee for purposes of the Plan unless such individual receives
compensation from either the Company or one of its subsidiaries for services
performed as an employee of the Company or any of its subsidiaries.
ARTICLE II
AWARDS
SECTION 2.1 Awards. The Committee may grant Awards to eligible employees
with respect to each fiscal year of the Company, subject to the terms and
conditions set forth in the Plan.
SECTION 2.2 Terms of Awards. Prior to the end of the first quarter of each
fiscal year of the Company, the Committee shall establish (i) performance goals
and objectives ("Performance Targets") for the Company and the subsidiaries and
divisions thereof for such fiscal year ("Performance Period") and (ii) target
awards ("Target Awards") for each Participant which shall be a percentage of the
Participant's salary (as defined in Section 2.3 below). Such Performance Targets
shall relate to the achievement of annual financial goals based on the
attainment of specified levels of Operating Income and/or Cash Flow (as such
terms are defined below) for the Company and the subsidiaries and divisions
thereof. For purposes of the Plan, "Operating Income" shall mean revenues less
operating expenses (other than depreciation and amortization) and "Cash Flow"
shall mean Operating Income less cash capital expenditures and increases or
decreases in working capital and in other balance sheet investments.
SECTION 2.3 Limitation on Awards. The aggregate amount of all Awards to
any Participant for any Performance Period shall not exceed the amount
determined by multiplying such Participant's Salary by a factor of eight (8).
For purposes of the Plan, "Salary" shall mean the base salary of the Participant
on March 27, 1996 or, in the case of a Participant hired after March 27, 1996,
such Participant's base salary on the date of hire.
SECTION 2.4 Determination of Award. The Committee shall, promptly after
the date on which the necessary financial or other information for a particular
Performance Period becomes available, certify whether the Performance Targets
have been achieved in the manner required by Section 162(m) of the Code. If the
Performance Targets have been achieved, the Awards for such Performance Period
shall have been earned except that the Committee may, in its sole discretion,
reduce the amount of any Award to reflect the Committee's assessment of the
Participant's individual performance or for any other reason. Subject to Section
2.5, such Awards shall become payable in cash as promptly as practicable
thereafter.
SECTION 2.5 Employment Requirement. To be eligible to receive payment of
an Award, the Participant must have remained in the continuous employ of the
Company or its subsidiaries through the end of the applicable Performance
Period. If the Company or any subsidiary terminates a Participant's employment
other than for "cause" or a Participant becomes "permanently disabled" (in each
case, as determined by the Committee in its sole discretion) or a Participant
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dies during a Performance Period, such Participant or his estate shall be
awarded, unless his employment contract provides otherwise, a pro rata portion
of the amount of the Award for such Performance Period except that the Committee
may, in its sole discretion, reduce the amount of such Award to reflect the
Committee's assessment of such Participant's individual performance prior to the
termination of such Participant's employment, such Participant's becoming
permanently disabled or such Participant's death, as the case may be, or for any
other reason.
ARTICLE III
ADJUSTMENT OF AWARDS
In the event that, during a Performance Period, any recapitalization,
reorganization, merger, acquisition, divestiture, consolidation, spin off,
combination, liquidation, dissolution, sale of assets, or other similar
corporate transaction or event, or any extraordinary event, or any other event
which distorts the applicable performance criteria occurs involving the Company
or a subsidiary or division thereof, the Committee shall adjust or modify, as
determined by the Committee in its sole and absolute discretion, the calculation
of Operating Income and/or Cash Flow, or the applicable Performance Targets, to
the extent necessary to prevent reduction or enlargement of Participants' Awards
under the Plan for such Performance Period attributable to such transaction or
event. Such adjustments shall be conclusive and binding for all purposes.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1 No Rights to Awards or Continued Employment. No employee shall
have any claim or right to receive Awards under the Plan. Neither the Plan nor
any action taken hereunder shall be construed as giving any employee any right
to be retained by the Company or any of its subsidiaries.
SECTION 4.2 Restriction on Transfer. The rights of a Participant with
respect to Awards under the Plan shall not be transferable by the Participant to
whom such Award is granted, otherwise than by will or the laws of descent and
distribution.
SECTION 4.3 Tax Withholding. The Company or a subsidiary thereof, as
appropriate, shall have the right to deduct from all payments made under the
Plan to a Participant or to a Participant's beneficiary or beneficiaries any
Federal, state or local taxes required by law to be withheld with respect to
such payments.
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SECTION 4.4 No Restriction on Right of Company to Effect Changes. The Plan
shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any recapitalization, reorganization, merger,
acquisition, divestiture, consolidation, spin off, combination, liquidation,
dissolution, sale of assets, or other similar corporate transaction or event
involving the Company or a subsidiary thereof or any other event or series of
events, whether of a similar character or otherwise.
SECTION 4.5 Source of Payments. The Company shall not have any obligation
to establish any separate fund or trust or other segregation of assets to
provide for payments under the Plan. To the extent any person acquires any
rights to receive payments hereunder from the Company, such rights shall be no
greater than those of an unsecured creditor.
SECTION 4.6 Amendment and Termination. The Board may at any time and from
time to time alter, amend, suspend or terminate the Plan in whole or in part. No
termination or amendment of the Plan may, without the consent of the Participant
to whom an Award has been made, adversely affect the rights of such Participant
in such Award.
SECTION 4.7 Governmental Regulations. The Plan, and all Awards hereunder,
shall be subject to all applicable rules and regulations of governmental or
other authorities.
SECTION 4.8 Headings. The headings of sections and subsections herein are
included solely for convenience of reference and shall not affect the meaning of
any of the provisions of the Plan.
Section 4.9 Governing Law. The Plan and all rights and Awards hereunder
shall be construed in accordance with and governed by the laws of the State of
Delaware.
SECTION 4.10 Effective Date. The Plan became effective as of January 1,
1994. The amendment and restatement thereof shall be effective as of March 27,
1996; provided, however, that it shall be a condition to the effectiveness of
the amendment and restatement of the Plan, and any Awards made after March 27,
1996, that the stockholders of the Company approve the amendment of the Plan at
the 1996 Annual Meeting of Stockholders. Such approval shall meet the
requirements of Section 162(m) of the Code and the regulations thereunder. If
such approval is not obtained, then the amendment and restatement of the Plan
shall not be effective and any Award made after March 27, 1996 shall be void ab
initio.
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Dates Referenced Herein and Documents Incorporated by Reference
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