As of January 1, 1996
Thomas E. Dooley
147 Oxford Boulevard
Garden City, NY 11530
Dear Mr. Dooley:
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:
l. Term. The term of your employment hereunder shall commence on January
1, 1996 and, unless terminated by Viacom or you pursuant to paragraph 8 hereof,
shall continue through and until December 31, 2000. The period from January 1,
1996 through December 31, 2000 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. This is not intended to prevent you from engaging in other
activities that do not conflict with or interfere with the performance of your
duties and responsibilities hereunder. You will be Deputy Chairman and Executive
Vice President - Finance, Corporate Development and Communications of Viacom
reporting directly and solely to the Chairman of the Board of Viacom (the
"Chairman"), 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 Chairman. You will have such authority as is necessary for the
performance of your obligations hereunder. You shall serve as a member of the
Board of Directors of Viacom. Your principal place of business shall be at
Viacom's headquarters in the New York City metropolitan area and you shall not
be required to relocate outside of 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 One Million Dollars ($1,000,000)
per annum ("Salary"), payable in accordance with Viacom's then effective payroll
practices.
Thomas E. Dooley
January 1, 1996
Page 2
(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 Viacom's
Short-Term Incentive Plan and its Senior Executive Short-Term
Incentive Plan, as the same may be amended from time to time
(collectively, the "STIP"), which objectives shall be no less
favorable to you than the objectives used to determine the
amount of bonus payable to any other executive of Viacom whose
bonus is based in whole or in part on corporate performance
and who participates in the STIP.
(ii) Your Target Bonus for each of the calendar years during the
Employment Term shall be 250% of Salary and Deferred
Compensation (as defined in paragraph 3(c)) for such calendar
year.
(iii) Your Bonus for any calendar year shall be payable by February
28 of the following year.
(c) Deferred Compensation: In addition to your Salary and Bonus, you
shall earn, in respect of calendar year 1997 and each calendar year during the
Employment Term after 1997, an additional amount ("Deferred Compensation"), the
payment of which (together with the return thereon as provided in this paragraph
3(c)) shall be deferred until January of the first calendar year following the
year in which you cease to be an executive officer of Viacom for purposes of the
Securities Exchange Act of 1934, as amended. The amount of Deferred Compensation
for calendar year 1997 shall be One Hundred Thousand Dollars ($100,000); for
each subsequent calendar year during the Employment Term, the amount of Deferred
Compensation shall be the excess of (X) 110% of the aggregate amount of the
Salary and Deferred Compensation earned during the immediately preceding
calendar year over (Y) $1,000,000 (e.g. the Deferred Compensation for the 1998
calendar year shall be ((110% x ($1,000,000 + 100,000)) - $1,000,000) =
$210,000). Deferred Compensation shall be credited to a bookkeeping account
maintained by Viacom on your behalf, the balance of which account shall
periodically be credited (or debited) with deemed positive (or negative) return
calculated in the same manner, and at the same times, as the deemed return on
your account under the excess 401(k) plan of Viacom (as such plan may be amended
from time to time) is determined. Viacom's obligation to pay the Deferred
Compensation (including the return thereon provided for in this paragraph 3(c))
shall be an unfunded obligation to be satisfied from the general funds of
Viacom.
Thomas E. Dooley
January 1, 1996
Page 3
(d) Long-Term Incentive Plans.
(i) Special Grant: You have been awarded a special grant (the
"Special Grant") under Viacom's 1994 Long-Term Management
Incentive Plan (the "1994 LTMIP") of stock options to purchase
Two Hundred Fifty Thousand (250,000) shares of Viacom's Class
B Common Stock, effective as of January 29, 1996 (the "Date of
Special Grant"), with an exercise price of $40 for each share.
The Special Grant shall vest in three equal installments on
the second, third and fourth anniversaries of the Date of
Special Grant.
(ii) Annual Grants: In addition to the Special Grant, you shall
receive an annual grant (the "Annual Grant") for each calendar
year during the Employment Term under the 1994 LTMIP or any
successor plans (collectively, the "LTMIP") of stock options
to purchase One Hundred Fifty Thousand (150,000) shares of
Class B Common Stock; provided, that the amount of the Annual
Grant shall be adjusted in the event of a stock split or a
stock dividend. Each Annual Grant shall be made as of August
1st or the date as of which the Compensation Committee of the
Viacom Board of Directors shall award the major stock option
grant under the LTMIP to Viacom's senior executives for such
calendar year. Each Annual Grant shall vest in three equal
installments on the second, third and fourth anniversaries of
the date of grant.
4. Benefits.
(a) You shall be entitled to participate in such 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; provided, however, that no modification of any plans in
which you participate shall be made which results in treating you less favorably
than other senior executives of Viacom. 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. You shall be entitled to four (4) weeks
vacation.
Thomas E. Dooley
January 1, 1996
Page 4
(b) Viacom shall provide you with no less than Five Million Dollars
($5,000,000) of life insurance during the Employment Term. You shall have the
right to assign the policy for such life insurance to your spouse or issue or to
a trust or trusts primarily for the benefit of your spouse and/or issue.
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 and insurance 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 shorter of (x) the Employment Term and
(y) one (1) year after the termination of your employment pursuant to paragraph
8(b) or 8(c) hereof or eighteen (18) months after the termination of your
employment pursuant to paragraph 8(a) hereof (the "Non-Compete Period"), you
will not engage in any other business activity which is in conflict with your
duties and obligations hereunder. You agree that during the Non-Compete Period
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,
Thomas E. Dooley
January 1, 1996
Page 5
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.
Thomas E. Dooley
January 1, 1996
Page 6
(f) No Right to Write Books, Articles, Etc. During the Employment
Term, except as authorized by Viacom, you shall not prepare or assist any person
or entity in the preparation of any books, articles, television or motion
picture productions or other creations, 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 and, to the extent set forth in the next
sentence, Viacom agree that each party shall not, during the Employment Term and
for one (1) year thereafter criticize, ridicule or make any statement which
disparages or is derogatory of the other party in any communications with any
customer or client. Viacom's obligations under the preceding sentence shall be
limited to communications by its senior corporate executives having the rank of
Senior Vice President or above.
(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), (v) and (vi) of paragraph
8(d). You and Viacom agree that the restrictions and remedies contained in
Thomas E. Dooley
January 1, 1996
Page 7
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. In the event you become totally medically disabled at any
time during the Employment Term and are not expected to be able to substantially
perform your duties for a six (6) month period, the Chairman, at any time after
such disability has in fact continued for 60 consecutive days, may determine
that Viacom requires such duties and responsibilities be performed by another
executive. In the event you become disabled, 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
Viacom's Long-Term Disability ("LTD") program in accordance with its terms. Upon
receipt of benefits under the LTD program, you will also be entitled to receive,
subject to applicable withholding taxes:
(i) a pro-rated Target Bonus for the calendar year in which such
benefits commence, payable at the time the Bonus for such calendar
year would otherwise be paid;
(ii) pro-rated Deferred Compensation for the calendar year in which such
benefits commence and Deferred Compensation attributable to prior
calendar years, payable, together with the return thereon as
provided in paragraph 3(c), prior to January 31 of the calendar year
following the calendar year in which such benefits commence; and
(iii) the following with respect to grants to you under Viacom's 1989
Long-Term Management Incentive Plan (the "1989 LTMIP") and the LTMIP
(the 1989 LTMIP and the LTMIP are collectively referred to as the
"LTMIP Plans"):
(x) stock options granted to you under the LTMIP Plans which are
exercisable on or prior to the date as of which benefits
commence under the LTD program or that would have vested and
become exercisable on or before the last day of the Employment
Term will be exercisable for one (1) year after the date as of
which such benefits commence or, if earlier, the expiration
date of the stock options;
Thomas E. Dooley
January 1, 1996
Page 8
(y) stock options that would have been granted to you under the
LTMIP Plans pursuant to paragraph 3(d)(ii) shall be granted
with an exercise price equal to the closing price of the Class
B Common Stock on the date of grant and such options will be
exercisable during the period commencing six (6) months after
the date of grant (or such earlier date as may be permitted
under the LTMIP Plans) and ending on the earlier of (A) two
(2) years after the date of grant, or (B) the later of the end
of the Employment Term or one (1) year after the date of
grant; and
(z) payments on the phantom shares granted to you under the 1989
LTMIP in 1989 will be calculated in the manner and made at
such times as provided in the 1989 LTMIP.
In the event that you thereafter become able to substantially perform your
duties, you will then be entitled to receive from Viacom your Salary and
Deferred Compensation at the rate being paid to you immediately prior to the
commencement of such disability, and your Bonus calculated pursuant to paragraph
3(b) hereof, through the remainder of the Employment Term reduced by any
employment compensation earned by you for any work or service performed for any
other person.
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 embezzlement, fraud or other conduct which would constitute a felony,
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 and within which period Viacom cannot terminate this Agreement for the
stated reasons.
(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
Thomas E. Dooley
January 1, 1996
Page 9
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 any of the following, 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:
(i) the assignment to you by Viacom of duties substantially
inconsistent with your positions, duties, responsibilities,
titles or offices or the withdrawal of a material part of your
responsibilities or a change in your reporting relationship, as
set forth in paragraph 2;
(ii) a reduction by Viacom in your Salary or Target Bonus as in
effect at the date hereof or as the same may be increased from
time to time during the Employment Term;
(iii) Viacom's requiring you to be based anywhere other than the New
York City metropolitan area, except for required travel on
Viacom's business to any extent substantially consistent with
business travel obligations of other senior executives of
Viacom;
(iv) your failure to receive the Annual Grants under the LTMIP
Plans pursuant to paragraph 3(d)(ii); or
(v) the material breach by Viacom 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) Deferred Compensation for each calendar year during the
Employment Term after 1996 as set forth in paragraph 3(c);
Thomas E. Dooley
January 1, 1996
Page 10
Deferred Compensation attributable to the calendar year in
which the termination pursuant to paragraph 8(b) or 8(c)
hereof occurs and to prior calendar years shall be payable,
together with the return thereon as provided in paragraph
3(c), prior to January 31 of the calendar year following such
termination; and Deferred Compensation attributable to
subsequent calendar years shall be payable, [together with the
return thereon as provided in paragraph 3(c), prior to January
31 of the following calendar year;
(iv) your car allowance and insurance as provided in paragraph 5
until the end of the Employment Term, payable in accordance
with Viacom's then effective payroll practices;
(v) 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;
(vi) life insurance coverage as set forth in paragraph 4(b) until
the end of the Employment Term (the amount of such insurance
to be reduced by the amount of any insurance provided by a new
employer);
(vii) the following with respect to grants to you under the LTMIP
Plans:
(x) stock options granted to you under the LTMIP Plans 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;
(y) stock options that would have been granted to you under
the LTMIP Plans pursuant to paragraph 3(d)(ii) shall be
granted as of the date of termination of your employment
with an exercise price equal to the closing price of the
Thomas E. Dooley
January 1, 1996
Page 11
Class B Common Stock on the date of grant and such
options will be exercisable during the period commencing
six (6) months after the date of grant (or such earlier
date as may be permitted under the LTMIP Plans) and
ending one (1) year after the date of grant; and
(z) payments on the phantom shares granted to you under the
1989 LTMIP in 1989 will be calculated in the manner and
made at such times as provided in the 1989 LTMIP;
(viii) a supplemental pension benefit calculated in accordance with
the terms of the Excess Pension Plan as though you were
employed through the end of the Employment Term; and
(ix) provision of an appropriate office and secretarial assistance
for up to six (6) months after the termination of your
employment;
provided, however, you shall be required to mitigate the amount of any payment
provided for in (i), (ii), (iii) and (iv) of this paragraph 8(d) by seeking
other employment and the amount of any such payment provided for in (i), (ii),
(iii) and (iv) (but only with respect to Deferred Compensation attributable to
the period after the termination occurs) shall be reduced by any employment
compensation earned by you except that mitigation shall not be required for
twenty-four (24) 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 and Excess Pension Plan benefits), coverage
under all Viacom benefit plans and programs (including, without limitation,
vacation, 401(k), excess 401(k) and pension plans, LTD 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. In the event that Viacom does not extend or renew this
Agreement at the end of the Employment Term on no less favorable terms, the
vesting of all stock options granted under the LTMIP Plans that are not
Thomas E. Dooley
January 1, 1996
Page 12
exercisable as of the end of the Employment Term shall be accelerated and such
stock options, together with all stock options granted under the LTMIP Plans
which are exercisable at the end of the Employment Term, will be exercisable
until six (6) months after the end of the Employment Term or, if earlier, the
expiration date of the stock options.
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, a pro-rated Target Bonus and pro-rated Deferred
Compensation for the calendar year in which the death occurs and Deferred
Compensation attributable to prior calendar years payable, together with the
return thereon as provided in paragraph 3(c), prior to January 31 of the
following calendar year. In addition, the vesting of all stock options granted
under the LTMIP Plans that are not exercisable as of the date on which the death
occurs shall be accelerated, and your beneficiary or estate shall be entitled to
exercise such stock options, together with all stock options that are
exercisable as of the date of death, for one (1) year after the date of death
or, if earlier, the expiration date of the stock options.
10. Section 317 and 507 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
regarding employment practices and with applicable federal, state and local laws
prohibiting discrimination on the basis of race, color, creed, national origin,
age, sex or disability.
12. Indemnification.
(a) Viacom shall indemnify and hold you harmless, to the maximum
extent permitted by law and by the Restated Certificate of Incorporation and/or
the Bylaws of Viacom, against judgments, fines, amounts paid in settlement of
and reasonable expenses incurred by you in connection with the defense of any
action or proceeding (or any appeal therefrom) in which you are a party by
reason of your position as Deputy Chairman and Executive Vice President -
Finance, Corporate Development and Communications of Viacom or by reason of any
prior positions held by you with Viacom, or for any acts or omissions made by
you in good faith in the performance of any of your duties as an officer of
Viacom.
(b) To the extent that Viacom maintains officers' and directors'
liability insurance, you will be covered under such policy.
Thomas E. Dooley
January 1, 1996
Page 13
13. 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. Any notice given by mail shall be deemed to have been
given three days following such mailing.
14. 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.
15. 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. Any action to enforce
this Agreement shall be brought in the state or federal courts located in the
City of New York.
16. 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.
17. 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.
18. 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.
19. Supersedes Previous Agreement. This Agreement supersedes and cancels
all prior agreements relating to your employment by Viacom or any of its
affiliates, including, without limitation, the employment agreement with Viacom,
dated as of April 1, 1994. Notwithstanding the preceding sentence, this
Agreement is not intended, and shall not be construed, to affect your rights in
any compensation or benefits that have been granted or accrued prior to the
beginning of the Employment Term .
Thomas E. Dooley
January 1, 1996
Page 14
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/ Sumner M. Redstone
--------------------------------
Name: Sumner M. Redstone
Title: Chairman of the Board and
Chief Executive Officer
ACCEPTED AND AGREED:
/s/ Thomas E. Dooley
- -------------------------------
Thomas E. Dooley