EXECUTION COPY
AGREEMENT
THIS AGREEMENT, dated as of June 1, 2004 (the "Agreement"), by and
between Viacom, Inc. a Delaware corporation (the "Company"), and Mel Karmazin
(the "Executive").
WHEREAS, the Company and the Executive are parties to a certain
Employment Agreement, dated as of March 20, 2003 (the "Employment Agreement");
WHEREAS, the Company and the Executive have mutually agreed that the
Executive shall resign from service as a member of the Board of Directors of the
Company (the "Board"), President and Chief Operating Officer of the Company, and
as an employee of the Company, as of the Resignation Date (as defined below);
WHEREAS, the Company and the Executive believe that it is in the best
interest of the Company to have the Executive be available to provide
transition-related consulting services for the Company following his
resignation;
WHEREAS, except as otherwise set forth herein, the parties intend that
this Agreement shall set forth the terms of the Executive's resignation and
consultancy and shall be a supplement to the Employment Agreement, which shall
remain in full force and effect with respect to post-resignation obligations.
NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth in this Agreement, the parties hereto hereby agree as
follows:
1. Employment Agreement. Except as expressly provided herein, the
Employment Agreement shall remain in full force and effect for all obligations
pertaining to the Executive and the Company following the Executive's
resignation of his employment, if and to the extent, and only for the periods,
if any, set forth in the Employment Agreement, including, without limitation,
the covenants regarding confidentiality, non-solicitation, Company ownership and
non-disparagement. Without acknowledging whether or not the Executive has the
right to resign with "Good Reason" under the Employment Agreement, for purposes
of this Agreement and the Employment Agreement, the Executive shall be deemed to
have resigned for Good Reason.
2. Resignation Date. The Executive hereby resigns from his employment
and service as member of the Board, President and Chief Operating Officer of the
Company and as an officer and member of the boards of directors of the Company's
direct and indirect subsidiaries, including, without limitation, Blockbuster,
Inc., effective as of June 1, 2004 (the "Resignation Date"). In addition, and
without limiting the right of the Executive to resign on his own initiative, the
Executive agrees to promptly resign from the Board of Directors of Westwood One,
Inc. if so requested by the Company in writing at any time on or following the
Resignation Date.
3. Payments and Benefits. Viacom shall pay and provide the Executive
with the payments and benefits provided in Section 9(e) of the Employment
Agreement as if the Executive resigned for Good Reason with an effective date of
the Resignation Date, provided that the Executive does not revoke this Agreement
during the Revocation Period (as defined below). A schedule of the bonus
payments in accordance with Section 9(e)(ii) of the Employment
Agreement is attached hereto as Exhibit A, a schedule of the Deferred
Compensation payments in accordance with Section 9(e)(iii) of the Employment
Agreement is attached hereto as Exhibit B, and a schedule of the Executive's
outstanding stock options or other equity-based compensation (including those
newly-vested pursuant to Section 9(e)(vii) of the Employment Agreement) as of
the Resignation Date is attached hereto as Exhibit C. The Company represents
that Exhibits A through C are accurate and acknowledges that the Executive has
not had the opportunity to verify their contents. In the event it is
subsequently determined that any such Exhibit is incorrect in any respect, the
Company shall promptly correct such Exhibit and, following such correction the
Executive shall have no additional recourse against the Company for breach of
the foregoing representation. The Company and the Executive agree that the
option to acquire 550,000 shares of the Company's Class B Common Stock granted
to the Executive on May 19, 2004 shall not vest and shall be cancelled, without
any further action by the parties hereto, effective as of the Resignation Date,
notwithstanding anything to the contrary contained herein or in the Employment
Agreement or the fact that such cancellation would otherwise be inconsistent
with the Executive being deemed to resign for Good Reason; provided that the
Executive does not revoke this Agreement during the Revocation Period.
4. Consulting Arrangement. In partial consideration of the payments
and benefits provided to the Executive hereunder, the Executive agrees to make
himself available to provide consulting services on a limited basis to the
Company for the period (the "Consulting Period") beginning on the Resignation
Date and continuing until the end of the sixty (60) calendar day period
thereafter. The Executive's services hereunder during the Consulting Period
shall consist of providing advice and assistance concerning management
transition issues and advice regarding the Company's business and operations.
The Executive shall provide such consulting services at such time and place and
in such manner as may be reasonably agreed from time to time by the Executive
and the Company, taking into consideration and subject to the Executive's other
business commitments, including obligations to any new employer. During the
Consulting Period, the Company shall reimburse the Executive for reasonable
out-of-pocket expenses incurred in connection with the Executive's performance
of such consulting services. Such expenses shall be reimbursed upon submission
of written evidence in accordance with the Company's expense reimbursement
policies, as in effect from time to time.
5. Release by the Executive.
(a) General Release. In consideration of the payments and benefits
provided to the Executive under this Agreement and the Employment Agreement, in
connection with his resignation and after consultation with counsel, the
Executive, and each of the Executive's respective heirs, executors,
administrators, representatives, agents, successors and assigns (collectively,
the "Releasors") hereby irrevocably and unconditionally release and forever
discharge the Company and any of its affiliates or predecessors (collectively,
the "Company Group") and each of their respective officers, employees,
directors, shareholders and agents from any and all claims, actions, causes of
action, rights, judgments, obligations, damages, demands, accountings or
liabilities of whatever kind or character (collectively, "Claims"), including,
without limitation, any Claims arising under Title VII of the Civil Rights Act
of 1964, the Rehabilitation Act of 1973, the Americans with Disabilities Act of
1990, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Employee
Retirement Income Security Act of 1974, the Family Medical Leave Act of 1993, or
any other federal, state, local or foreign law, that the
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Releasors may have, or in the future may possess, arising out of (i) the
Executive's employment relationship with and service as an employee, officer or
director of the Company Group, and the termination of such relationship or
service, or (ii) any event, condition, circumstance or obligation that occurred,
existed or arose on or prior to the date hereof; provided, however, that the
release set forth in this Section 5(a) shall not apply to (i) the obligations of
the Company under this Agreement and the continuing obligations of the Company
under the Employment Agreement and (ii) any indemnification rights the Executive
may have in accordance with the Company's governance instruments or under any
director and officer liability insurance maintained by the Company with respect
to liabilities arising as a result of the Executive's service as an officer and
employee of the Company. The Releasors further agree that the payments and
benefits described in this Agreement (including the applicable post-resignation
obligations of the Company under the Employment Agreement) shall be in full
satisfaction of any and all Claims for payments or benefits, whether express or
implied, that the Releasors may have against the Company Group arising out of
the Executive's employment relationship or the Executive's service as an
employee, officer and director of the Company Group and the termination thereof
other than rights under any and all Company benefit plans and programs in
accordance with the terms of such plans or programs.
(b) Specific Release of ADEA Claims. In further consideration of the
payments and benefits provided to the Executive under this Agreement, the
Releasors hereby unconditionally release and forever discharge the Company
Group, and each of their respective officers, employees, directors, shareholders
and agents from any and all Claims that the Releasors may have as of the date
the Executive signs this Agreement arising under the Federal Age Discrimination
in Employment Act of 1967, as amended, and the applicable rules and regulations
promulgated thereunder ("ADEA"). By signing this Agreement, the Executive hereby
acknowledges and confirms the following: (i) the Executive was advised by the
Company in connection with his termination to consult with an attorney of his
choice prior to signing this Agreement and to have such attorney explain to the
Executive the terms of this Agreement, including, without limitation, the terms
relating to the Executive's release of claims arising under ADEA and, the
Executive has in fact consulted with an attorney; (ii) the Executive was given a
period of not fewer than twenty-one (21) days to consider the terms of this
Agreement and to consult with an attorney of his choosing with respect thereto;
(iii) the Executive is providing the release and discharge set forth in this
Section 5(b) only in exchange for consideration in addition to anything of value
to which the Executive is already entitled; and (iv) that the Executive
knowingly and voluntarily accepts the terms of this Agreement.
(c) No Assignment. The Executive represents and warrants that he has
not assigned any of the Claims being released under this Section 5.
(d) Claims. The Executive agrees that he has not instituted, assisted
or otherwise participated in connection with, any action, complaint, claim,
charge, grievance, arbitration, lawsuit, or administrative agency proceeding, or
action at law or otherwise against any member of the Company Group or any of
their respective officers, employees, directors, shareholders or agents.
7. Release by the Company. In consideration of the Executive's waiver
and release of claims set forth above and the other obligations of the Executive
hereunder, the
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Company Group, for itself, and their respective officers, directors, employees,
shareholders and agents, hereby irrevocably and unconditionally releases and
forever discharges the Executive, his family, his estate, his agents, attorneys,
his heirs, executors, administrators, representatives, successors and assigns
from and against any and all Claims that they may have or in the future may
possess, relating to or arising out of, directly or indirectly, (i) the
Executive's employment relationship with and service as a director, employee or
officer of the Company Group and the termination of such relationship or service
or (ii) any event, condition circumstance or obligation that occurred, existed
or arose on or prior to the date hereof; provided, however, that this release
shall not apply to any of the Executive's obligations under this Agreement or
any of the applicable post-Resignation Date obligations of the Executive under
the Employment Agreement. Nothing in this Agreement or the Employment Agreement,
including Section 4 hereof, shall in any way limit the right of the Executive to
become an officer or employee of any entity at any time following the
Resignation Date.
8. Continued Membership on NYSE Board of Executives. The Company
acknowledges and agrees that until the Resignation Date, the Executive served as
a member of either the Board of Executives or the Board of Directors of the New
York Stock Exchange (the "NYSE") at the request of the Company. Accordingly, the
Executive shall be indemnified by the Company, and entitled to coverage under
the Company's directors' and officers' liability insurance policies, in
connection with any acts or omissions of the Executive in his capacity as a
member of the Board of Executives or the Board of Directors of the NYSE
occurring prior to the Resignation Date. Without limiting the foregoing or
anything contained in paragraph 13 of the Employment Agreement, the Executive
acknowledges and agrees that effective as of the Resignation Date, the
Executive's membership on the Board of Executives of the NYSE shall no longer be
deemed to be pursuant to the request of the Company and the Executive shall not
be entitled to any indemnification by the Company or continued coverage under
any directors' and officers' liability insurance policy maintained by the
Company in connection with any acts or omissions of the Executive in his
capacity as a member of the Board of Executives of the NYSE occurring following
the Resignation Date.
9. Press Release. The Company will issue a press release on June 1,
2004, in a form to be mutually agreed by the parties hereto.
11. Entire Agreement. This Agreement and the Employment Agreement
represent the entire agreement of the parties concerning the subject matter
hereof.
12. Revocation. This Agreement may be revoked by the Executive by a
written instrument within the seven (7)-day period commencing on the date the
Executive signs this Agreement (the "Revocation Period"). In the event of any
such revocation by the Executive, all obligations of the parties under this
Agreement shall terminate and be of no further force and effect as of the date
of such revocation. No such revocation by the Executive shall be effective
unless it is in writing and signed by the Executive and received by the Company
prior to the expiration of the Revocation Period.
13. Effective Date of Agreement. This Agreement shall become effective
on June 1, 2004.
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14. Death. In the event of the Executive's death, with respect to any
payments, entitlements or benefits payable or due hereunder or under the
Employment Agreement, references in this Agreement or in the Employment
Agreement to, respectively, "the Executive" or "you" shall be deemed to refer,
where appropriate, to the Executive's legal representatives or his beneficiary
or beneficiaries. Without limiting the foregoing, the parties hereto acknowledge
and agree that paragraph 10 of the Employment Agreement is void and has no
further force or effect.
15. Miscellaneous. The miscellaneous provisions contained in
paragraphs 14 through 19 of the Employment Agreement are incorporated herein by
reference and made a part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
VIACOM INC.
By:/s/ Michael D. Fricklas
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Michael D. Fricklas
Executive Vice President, General
Counsel and Secretary
By:/s/ Mel Karmazin
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Mel Karmazin
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