Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Viacom Inc. 90 490K
2: EX-10.(I) Material Contract 9 30K
3: EX-10.(M) Material Contract 2 12K
4: EX-10.(N) Material Contract 12 43K
5: EX-10.(O) Material Contract 13 44K
6: EX-10.(P) Material Contract 4 19K
7: EX-10.(Q) Material Contract 4 15K
8: EX-10.(S) Material Contract 79 326K
9: EX-11 Statement re: Computation of Earnings Per Share 2± 12K
10: EX-21 Subsidiaries of the Registrant 19 87K
11: EX-23.(A) Consent of Experts or Counsel 1 7K
12: EX-24 Power of Attorney 11 24K
13: EX-27 Financial Data Schedule (Pre-XBRL) 1 8K
EX-10.(O) — Material Contract
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Exhibit 10(o)
As of July 1, 1994
Edward D. Horowitz
105 Lawrence Drive
Short Hills, New Jersey 07078
Dear Mr. Horowitz:
Viacom Inc. ("Viacom"), having an address at 1515 Broadway, New York,
New York 10036, agrees to employ you and you agree to accept such employment
upon the following terms and conditions:
1. Term. The term of your employment hereunder shall commence
on July 1, 1994 and, unless terminated by Viacom or you pursuant to paragraph 8
hereof, shall continue through and until June 30, 1997. The period from July 1,
1994 through June 30, 1997 shall hereinafter be referred to as the "Employment
Term" notwithstanding any earlier termination pursuant to paragraph 8.
2. Duties. During the Employment Term, you agree to devote
your entire business time, attention and energies to the business of Viacom and
its subsidiaries. You will be Senior Vice President, Technology and Chairman,
Chief Executive Officer, Viacom Interactive Media of Viacom reporting directly
to the Chief Executive Officer of Viacom (the "CEO") and you agree to perform
such duties, and such other duties reasonable and consistent with such office as
may be assigned to you from time to time by the CEO. Your principal place of
business shall be at Viacom's headquarters in the New York City metropolitan
area.
3. Compensation.
(a) Salary: For all the services rendered by you in
any capacity hereunder, Viacom agrees to pay you the sum of Five Hundred
Thousand Dollars ($500,000) per annum ("Salary"), payable in accordance with
Viacom's then effective payroll practices. Your Salary will be increased to
Five Hundred Fifty Thousand Dollars ($550,000) per annum on July 1, 1995 and Six
Hundred Thousand Dollars ($600,000) per annum on July 1, 1996.
(b) Bonus Compensation: In addition to your Salary,
you shall be entitled to receive bonus compensation for each of the calendar
years during the Employment Term, determined and payable as follows ("Bonus"):
(i) Your Bonus for each of the calendar years during
the Employment Term will be based upon a
measurement of performance against objectives in
accordance with the Viacom Senior Executive Short-
Term Incentive Plan, as the same may be amended
from time to time.
(ii) Your Target Bonus for each of the calendar years
during the Employment Term shall be 100% of Salary
which may be prorated for any partial calendar
year during the Employment Term.
(iii) Your Bonus for any calendar year shall be payable
by February 28 of the following year.
(c) Long-Term Incentive Plans: You will be eligible
to participate in one or more of Viacom's long-term incentive plans at a level
appropriate to your position as determined by the Viacom Board of Directors.
4. Benefits. You shall be entitled to participate in such
vacation, medical, dental and life insurance, 401(k), pension and other plans as
Viacom may have or establish from time to time and in which you would be
entitled to participate pursuant to the terms thereof. The foregoing, however,
shall not be construed to require Viacom to establish any such plans or to
prevent the modification or termination of such plans once established, and no
such action or failure thereof shall affect this Agreement. It is further
understood and agreed that all benefits you may be entitled to as an employee of
Viacom shall be based upon your Salary, as set forth in paragraph 3(a) hereof,
and not upon any bonus compensation due, payable or paid to you hereunder,
except where the benefit plan expressly provides otherwise.
5. Business Expenses. During the Employment Term, you shall be
reimbursed for such reasonable travel and other expenses incurred in the
performance of your duties hereunder as are customarily reimbursed to senior
executives of Viacom. You shall be entitled to a car allowance in accordance
with Viacom's policy.
6. Exclusive Employment, Confidential Information, Etc.
(a) Non-Competition. You agree that your employment
hereunder is on an exclusive basis, and that during the Employment Term, you
will not engage in any other business activity which is in conflict with your
duties and obligations hereunder. You agree that during the Employment Term you
shall not directly or indirectly engage in or participate as an officer,
employee, director, agent of or consultant for any business directly competitive
with that of Viacom, nor shall you make any investments in any company or
business competing with Viacom; provided, however, that nothing herein shall
prevent you from investing as less than a one (1%) percent shareholder in the
securities of any company listed on a national securities exchange or quoted on
an automated quotation system.
(b) Confidential Information. You agree that you
shall not, during the Employment Term or at any time thereafter, use for your
own purposes, or disclose to or for the benefit of any third party, any trade
secret or other confidential information of Viacom or any of its affiliates
(except as may be required by law or in the performance of your duties hereunder
consistent with Viacom's policies) and that you will comply with any
confidentiality obligations of Viacom to a third party, whether under agreement
or otherwise. Notwithstanding the foregoing, confidential information shall be
deemed not to include information which (i) is or becomes generally available to
the public other than as a result of a disclosure by you or any other person who
directly or indirectly receives such information from you or at your direction
or (ii) is or becomes available to you on a non-confidential basis from a source
which is entitled to disclose it to you.
(c) No Employee Solicitation. You agree that, during
the Employment Term and for one (1) year thereafter, you shall not, directly or
indirectly, engage, employ, or solicit the employment of any person who is then
or has been within six (6) months prior thereto, an employee of Viacom or any of
Viacom's affiliates.
(d) Viacom Ownership. The results and proceeds of
your services hereunder, including, without limitation, any works of authorship
resulting from your services during your employment with Viacom and/or any of
its affiliates and any works in progress, shall be works-made-for-hire and
Viacom shall be deemed the sole owner throughout the universe of any and all
rights of whatsoever nature therein, whether or not now or hereafter known,
existing, contemplated, recognized or developed, with the right to use the same
in perpetuity in any manner Viacom determines in its sole discretion without any
further payment to you whatsoever. If, for any reason, any of such results and
proceeds shall not legally be a work-for-hire and/or there are any rights which
do not accrue to Viacom under the preceding sentence, then you hereby
irrevocably assign and agree to assign any and all of your right, title and
interest thereto, including, without limitation, any and all copyrights,
patents, trade secrets, trademarks and/or other rights of whatsoever nature
therein, whether or not now or hereafter known, existing, contemplated,
recognized or developed to Viacom, and Viacom shall have the right to use the
same in perpetuity throughout the universe in any manner Viacom determines
without any further payment to you whatsoever. You shall, from time to time, as
may be requested by Viacom, do any and all things which Viacom may deem useful
or desirable to establish or document Viacom's exclusive ownership of any and
all rights in any such results and proceeds, including, without limitation, the
execution of appropriate copyright and/or patent applications or assignments.
To the extent you have any rights in the results and proceeds of your services
that cannot be assigned in the manner described above, you unconditionally and
irrevocably waive the enforcement of such rights. This paragraph 6(d) is
subject to, and shall not be deemed to limit, restrict, or constitute any waiver
by Viacom of any rights of ownership to which Viacom may be entitled by
operation of law by virtue of Viacom or any of its affiliates being your
employer.
(e) Litigation. You agree that, during the Employment
Term, for one (1) year thereafter and, if longer, during the pendancy of any
litigation or other proceeding, (i) you shall not communicate with anyone (other
than your own attorneys and tax advisors and except to the extent necessary in
the performance of your duties hereunder) with respect to the facts or subject
matter of any pending or potential litigation, or regulatory or administrative
proceeding involving any of Viacom's affiliates, other than any litigation or
other proceeding in which you are a party-in-opposition, without giving prior
notice to Viacom or Viacom's counsel, and (ii) in the event that any other party
attempts to obtain information or documents from you with respect to matters
possibly related to such litigation or other proceeding, you shall promptly so
notify Viacom's counsel.
(f) No Right to Give Interviews or Write Books,
Articles, Etc. During the Employment Term, except as authorized by Viacom, you
shall not (i) give any interviews or speeches, or (ii) prepare or assist any
person or entity in the preparation of any books, articles, television or motion
picture productions or other creations, in either case, concerning Viacom or
any of Viacom's affiliates or any of their officers, directors, agents,
employees, suppliers or customers.
(g) Return of Property. All documents, data,
recordings, or other property, whether tangible or intangible, including all
information stored in electronic form, obtained or prepared by or for you and
utilized by you in the course of your employment with Viacom or any of its
affiliates shall remain the exclusive property of Viacom. In the event of the
termination of your employment for any reason, Viacom reserves the right, to the
extent permitted by law and in addition to any other remedy Viacom may have, to
deduct from any monies otherwise payable to you the following: (i) the full
amount of any debt you owe to Viacom or any of its affiliates at the time of or
subsequent to the termination of your employment with Viacom, and (ii) the value
of the Viacom property which you retain in your possession after the termination
of your employment with Viacom. In the event that the law of any state or other
jurisdiction requires the consent of an employee for such deductions, this
Agreement shall serve as such consent.
(h) Non-Disparagement. You agree that you shall not,
during the Employment Term and for one (1) year thereafter, in any
communications with any customer or client of Viacom or any of Viacom's
affiliates, criticize, ridicule or make any statement which disparages or is
derogatory of Viacom or Viacom's affiliates or any of their officers, directors,
agents or employees.
(i) Injunctive Relief. Viacom has entered into this
Agreement in order to obtain the benefit of your unique skills, talent, and
experience. You acknowledge and agree that any violation of paragraphs 6(a)
through (h) hereof will result in irreparable damage to Viacom, and,
accordingly, Viacom may obtain injunctive and other equitable relief for any
breach or threatened breach of such paragraphs, in addition to any other
remedies available to Viacom.
(j) Survival; Modification of Terms. Your obligations
under paragraphs 6(a) through (i) hereof shall remain in full force and effect
for the entire period provided therein notwithstanding the termination of the
Employment Term pursuant to paragraph 8 hereof or otherwise; provided, however,
that your obligations under paragraph 6(a) shall cease if you terminate your
employment for "Good Reason" or Viacom terminates your employment without
"cause" (as such terms are defined in paragraph 8) and you notify Viacom in
writing that you have elected to waive your right to receive, or to continue to
receive, payments and benefits pursuant to clauses (i), (ii), (iii), (iv) and
(v) of paragraph 8(d). You and Viacom agree that the restrictions and remedies
contained in paragraphs 6(a) through (i) are reasonable and that it is your
intention and the intention of Viacom that such restrictions and remedies shall
be enforceable to the fullest extent permissible by law. If it shall be found
by a court of competent jurisdiction that any such restriction or remedy is
unenforceable but would be enforceable if some part thereof were deleted or the
period or area of application reduced, then such restriction or remedy shall
apply with such modification as shall be necessary to make it enforceable.
7. Incapacity. You agree to enroll in the Viacom Long-Term
Disability program, as the same may exist from time to time ("LTD"). In the
event you become totally medically disabled and cannot substantially perform
your duties at any time during the Employment Term, the CEO, at any time after
such disability has continued for 30 consecutive days, may determine that Viacom
requires such duties and responsibilities be performed by another executive. In
the event the CEO makes such a determination, you shall be placed on a "medical
payroll". You will first receive benefits under Viacom's short-term disability
program for the first 26 weeks of consecutive absence. Thereafter, you will be
eligible to receive benefits under the LTD program in accordance with its terms.
Upon receipt of benefits under the LTD program, you will also be entitled to
receive a pro-rated Target Bonus for the calendar year in which such benefits
commence.
8. Termination.
(a) Termination for Cause. Viacom may, at its option,
terminate this Agreement forthwith for "cause", and Viacom shall thereafter have
no further obligations under this Agreement, including, without limitation, any
obligation to pay Salary or Bonus or provide benefits under this Agreement. For
purposes of this Agreement, termination of this Agreement for "cause" shall mean
termination for dishonesty, conviction of a felony, or willful unauthorized
disclosure of confidential information, or if you at any time materially breach
this Agreement (including, without limitation, your failure, neglect of or
refusal to substantially perform your obligations hereunder as set forth in
paragraphs 2 and 11 hereof) except in the event of your disability as set forth
in paragraph 7. Anything herein to the contrary notwithstanding, Viacom will
give you written notice prior to terminating this Agreement for your material
breach setting forth the exact nature of any alleged breach and the conduct
required to cure such breach. You shall have ten (10) business days from the
giving of such notice within which to cure.
(b) Good Reason Termination. You may terminate your
employment hereunder for "Good Reason" at any time during the Employment Term by
written notice to Viacom not more than thirty (30) days after the occurrence of
the event constituting "Good Reason". Such notice shall state an effective date
no later than ten (10) business days after the date it is given. Good Reason
shall mean, without your prior written consent, other than in connection with
the termination of your employment for "cause" (as defined above) or in
connection with your permanent disability, the
assignment to you by Viacom of duties substantially inconsistent with your
positions, duties, responsibilities, titles or offices, the withdrawal of a
material part of your responsibilities as set forth in paragraph 2, or the
breach by Viacom of any of its material obligations hereunder.
(c) Termination Without Cause. Viacom may terminate
your employment hereunder without "cause" (as defined above) at any time during
the Employment Term by written notice to you.
(d) Termination Payments, Etc. In the event that your
employment terminates pursuant to paragraph 8(b) or 8(c) hereof, you shall be
entitled to receive, subject to applicable withholding taxes:
(i) your Salary as provided in paragraph 3(a) until
the end of the Employment Term, payable in
accordance with Viacom's then effective payroll
practices;
(ii) bonus compensation for each calendar year during
the Employment Term equal to your Target Bonus as
set forth in paragraph 3(b);
(iii) your car allowance as provided in paragraph 5
until the end of the Employment Term, payable in
accordance with Viacom's then effective payroll
practices;
(iv) medical and dental insurance coverage under COBRA
until the end of the Employment Term or, if
earlier, the date on which you become eligible for
medical and dental coverage from a third party
employer; during this period, Viacom will pay an
amount equal to the applicable COBRA premiums (or
such other amounts as may be required by
applicable law) (which amount will be included in
your income for tax purposes to the extent
required by applicable law); at the end of such
period, you may elect to continue your medical and
dental insurance coverage at your own expense for
the balance, if any, of the period required by
law;
(v) life insurance coverage until the end of the
Employment Term (the amount of Salary covered by
such insurance to be reduced by the amount of any
salary payable to you by a third party);
(vi) the following with respect to grants to you under
Viacom's 1989 and 1994 Long-Term Management
Incentive Plans and any successor plans
(collectively, the "LTMIP"):
(x) stock options granted to you under the
LTMIP which are exercisable on or prior
to the date of the termination of your
employment under paragraph 8(b) or 8(c)
or that would have vested and become
exercisable on or before the last day of
the Employment Term will be exercisable
until six (6) months after the date of
such termination or, if earlier, the
expiration date of the stock options;
and
(y) payments on the phantom shares granted
to you under the LTMIP in 1989 will be
calculated in the manner and made at
such times as provided in the LTMIP; and
(vii) payments on any performance shares granted to you
under the Divisional Long-Term Incentive Plan
("Divisional LTIP") will be calculated in the
manner provided in the Divisional LTIP for
employees terminating their employment on the last
day of the Employment Term; such payments will be
made at such times as payments under the
Divisional LTIP would otherwise be made;
provided, however, you shall be required to mitigate the amount of any payment
provided for in (i), (ii) and (iii) of this paragraph 8(d) by seeking other
employment or otherwise, and the amount of any such payment provided for in (i),
(ii) and (iii) shall be reduced by any compensation earned by you from a third
person except that mitigation shall not be required for eighteen (18) months
after the termination of your employment or for the period commencing with the
termination of your employment and ending on the last day of the Employment
Term, whichever is shorter. The payments provided for in (i) above are in lieu
of any severance or income continuation or protection under any Viacom plan that
may now or hereafter exist. The payments and benefits to be provided pursuant
to this paragraph 8(d) shall constitute liquidated damages, and shall be deemed
to satisfy and be in full and final settlement of all obligations of Viacom to
you under this Agreement.
(e) Termination of Benefits. Notwithstanding anything in this
Agreement to the contrary (except as otherwise provided in paragraph 8(d) with
respect to medical, dental and life insurance), coverage under all Viacom
benefit plans and programs (including, without limitation, vacation, 401(k) and
excess 401(k) plans,
pension and excess pension plans, LTD, car insurance and accidental death and
dismemberment and business travel and accident insurance) will terminate upon
the termination of your employment except to the extent otherwise expressly
provided in such plans or programs.
(f) Non-Renewal Notice, Etc. Viacom shall give you notice in
writing in the event that Viacom elects not to extend or renew this Agreement.
If Viacom gives you such notice less than twelve (12) months before the end of
the Employment Term, or your employment terminates pursuant to paragraph 8(b) or
8(c) hereof during the final twelve (12) months of the Employment Term, you
shall be entitled to receive Salary as provided in paragraph 3(a), payable in
accordance with Viacom's then effective payroll practices, subject to applicable
withholding requirements, for the period commencing after the end of the
Employment Term which, when added to the portion of the Employment Term
remaining when the notice is given or the termination occurs, equals twelve (12)
months; provided, however, you shall be required to mitigate the amount of any
payment pursuant to this paragraph 8(f) by seeking other employment or
otherwise, and the amount of any such payment shall be reduced by any
compensation earned by you from a third person. The payments provided for in
this paragraph 8(f) are in lieu of any severance or income continuation or
protection under any Viacom plan that may now or hereafter exist.
9. Death. If you die prior to the end of the Employment Term,
your beneficiary or estate shall be entitled to receive your Salary up to the
date on which the death occurs and a pro-rated Target Bonus.
10. Section 317 and 508 of the Federal Communications Act. You
represent that you have not accepted or given nor will you accept or give,
directly or indirectly, any money, services or other valuable consideration from
or to anyone other than Viacom for the inclusion of any matter as part of any
film, television program or other production produced, distributed and/or
developed by Viacom and/or any of its affiliates.
11. Equal Opportunity Employer. You acknowledge that Viacom is
an equal opportunity employer. You agree that you will comply with Viacom
policies and applicable federal, state, and local laws prohibiting
discrimination on the basis of race, color, creed, national origin, age, sex or
disability.
12. Notices. All notices required to be given hereunder shall
be given in writing, by personal delivery or by mail at the respective addresses
of the parties hereto set forth above, or at such other address as may be
designated in writing by either party, and in the case of Viacom, to the
attention of the General Counsel of Viacom.
Any notice given by mail shall be deemed to have been given three days following
such mailing.
13. Assignment. This is an Agreement for the performance of
personal services by you and may not be assigned by you or Viacom except that
Viacom may assign this Agreement to any affiliate of or any successor in
interest to Viacom.
14. New York Law, Etc. This Agreement and all matters or issues
collateral thereto shall be governed by the laws of the State of New York
applicable to contracts entered into and performed entirely therein.
15. No Implied Contract. Nothing contained in this Agreement
shall be construed to impose any obligation on Viacom to renew this Agreement or
any portion thereof. The parties intend to be bound only upon execution of a
written agreement and no negotiation, exchange of draft or partial performance
shall be deemed to imply an agreement. Neither the continuation of employment
nor any other conduct shall be deemed to imply a continuing agreement upon the
expiration of this Agreement.
16. Entire Understanding. This Agreement contains the entire
understanding of the parties hereto relating to the subject matter herein
contained, and can be changed only by a writing signed by both parties hereto.
17. Void Provisions. If any provision of this Agreement, as
applied to either party or to any circumstances, shall be adjudged by a court to
be void or unenforceable, the same shall be deemed stricken from this Agreement
and shall in no way affect any other provision of this Agreement or the validity
or enforceability of this Agreement.
18. Supersedes Previous Agreement. This Agreement supersedes
and cancels all prior agreements relating to your employment by Viacom or any of
its affiliates.
If the foregoing correctly sets forth our understanding, please sign
one copy of this letter and return it to the undersigned, whereupon this letter
shall constitute a binding agreement between us.
Very truly yours,
VIACOM INC.
By: /S/ Frank J. Biondi, Jr.
--------------------------
Name: Frank J. Biondi, Jr.
Title: President, Chief
Executive Officer
ACCEPTED AND AGREED:
/S/ Edward D. Horowitz
_________________________
Edward D. Horowitz
As of July 1, 1994
Edward D. Horowitz
105 Lawrence Drive
Short Hills, New Jersey 07078
Dear Mr. Horowitz:
Viacom Inc. ("Viacom") and you have entered into an employment
agreement on the date hereof (the "Agreement"). All defined terms used herein
without definition shall have the meanings set forth in the Agreement.
The Agreement provides that, in the event that you terminate your
employment for Good Reason or Viacom terminates your employment without "cause",
stock options granted to you under the LTMIP that have vested on the termination
date or would have vested by the end of the Employment Term will be exercisable
for six (6) months after the termination date. In order for these provisions to
be effective, the LTMIP must be amended by the Viacom Board of Directors and the
amendments approved by the Viacom stockholders at the 1995 Annual Stockholders
Meeting.
In the event that the amendments to the LTMIP are not adopted or your
employment terminates before these amendments become effective, Viacom and you
agree that clause (vi) of paragraph 8(d) of the Agreement shall read as follows:
"(vi) the following with respect to grants to you under
Viacom's 1989 and 1994 Long-Term Management
Incentive Plans and any successor plans
(collectively, the "LTMIP"):
(x) stock options granted to you under the LTMIP which
become exercisable on or prior to the date of the
termination of your employment under paragraph
8(b) or 8(c) must be exercised within three (3)
months of such termination; and
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(y) stock options granted to you under the LTMIP which
are not exercisable on or prior to the date of the
termination of your employment under paragraph
8(b) or 8(c) but that would have vested on or
before the last day of the Employment Term, (1)
may, at the sole determination of the Compensation
Committee of the Viacom Board of Directors, become
immediately exercisable and then may be exercised
in accordance with the terms of the LTMIP or (2)
shall be canceled and in lieu thereof you shall be
deemed to have been granted stock appreciation
rights ("SARs") subject to the same terms and
conditions as the canceled stock options. Such
SARs shall be deemed to vest on the dates set
forth in the LTMIP until the last day of the
Employment Term, you may exercise such SARs by
written notice to Viacom until three (3) months
after the last day of the Employment Term and you
shall receive the difference between the exercise
price and the value of Viacom stock as of the date
of exercise, as such value is determined in the
LTMIP, payable within ten (10) business days of
such exercise; and
(z) payments on the phantom shares granted to you
under the LTMIP in 1989 will be calculated in the
manner and made at such times as provided in the
LTMIP; and"
Very truly yours,
VIACOM INC.
By: /S/ Frank J. Biondi, Jr.
_________________________
Name: Frank J. Biondi, Jr.
Title: President, Chief
Executive Officer
ACCEPTED AND AGREED:
/S/ Edward D. Horowitz
_________________________
Edward D. Horowitz
Dates Referenced Herein and Documents Incorporated by Reference
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