Common use of Termination Payments, Etc Clause in Contracts

Termination Payments, Etc. In the event that your employment terminates pursuant to paragraph 9(b) or 9(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 as set forth in paragraph 3(c); Deferred Compensation attributable to the calendar year in which the termination pursuant to paragraph 9(b) or 9(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 each such following calendar year; (iv) your perquisites as provided in paragraph 6 until the end of the Employment Term, payable in accordance with Viacom's then effective payroll practices; (v) medical and dental insurance coverage 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 without cost to you); (vii) stock options granted to you under the 1997 LTMIP which are exercisable on or prior to the date of the termination of your employment under paragraph 9(b) or 9(c) or that would have vested and become exercisable on or before the last day of the Employment Term will be exercisable for two (2) years after the date of such termination or, if later, until December 31, 2003, but in no event may such stock options be exercised following the expiration date of such stock options; (viii) a supplemental pension benefit calculated in accordance with the terms of the Excess Pension Plan and paragraph 4 (c) 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. 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 9(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.

Termination Payments, Etc. In the event that your employment terminates pursuant to paragraph 9(b8(b) or 9(c8(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 as set forth in paragraph 3(c); Deferred Compensation attributable to the calendar year in which the termination pursuant to paragraph 9(b) or 9(c) hereof occurs and to prior calendar years shall be payable, together with the return thereon your car allowance 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 each such following calendar year; (iv) your perquisites as provided in paragraph 6 5 until the end of the Employment Term, payable in accordance with Viacom's then effective payroll practices; (viv) 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; (viv) life insurance coverage as set forth in paragraph 4(b) until the end of the Employment Term (the amount of Salary covered by such insurance to be reduced by the amount of any insurance provided salary payable to you by a new employer without cost to youthird party); (vii) stock options granted to you under the 1997 LTMIP which are exercisable on or prior to the date of the termination of your employment under paragraph 9(b) or 9(c) or that would have vested and become exercisable on or before the last day of the Employment Term will be exercisable for two (2) years after the date of such termination or, if later, until December 31, 2003, but in no event may such stock options be exercised following the expiration date of such stock options; (viii) a supplemental pension benefit calculated in accordance with the terms of the Excess Pension Plan and paragraph 4 (c) as though you were employed through the end of the Employment Term; and (ixvi) provision of an appropriate office and secretarial assistance for up the following with respect to six (6) months after the termination of your employment. 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 9(d) shall constitute liquidated damages, and shall be deemed to satisfy and be in full and final settlement of all obligations of Viacom grants to you under this Agreement.Viacom's 1989 and 1994 Long-Term Management Incentive Plans and any successor plans (collectively, the "LTMIP"):

Termination Payments, Etc. In the event that your employment terminates pursuant to paragraph 9(b8(b) or 9(c8(c) hereof, you shall be entitled to receivereceive the following, subject to applicable withholding taxesbeginning on the date of such termination: (i) Salary, an amount equal to the Deferred Compensation and bonus compensation shall be payable as follows: (x) 50% of the sum of (A) your Salary and an amount equal to the Deferred Compensation for the Non-Mitigation Period (as defined below), and (B) bonus compensation equal to your Target Bonus for each calendar year or portion thereof during the period from the beginning of the calendar year in which your employment terminates through the end of the Non-Mitigation Period (prorated for any partial calendar years), shall be payable within thirty (30) days after the date of such termination; (y) 50% of the sum of (A) and (B) in the preceding clause (x) shall be payable in accordance with Viacom’s regular payroll practices; and (z) your Salary and an amount equal to the Deferred Compensation for the period after the end of the Non-Mitigation Period until the end of the Employment Term, and bonus compensation equal to your Target Bonus for each calendar year or portion thereof during the period after the Non-Mitigation Period until the end of the Employment Term (prorated for any partial calendar years), shall be payable, in each case, in accordance with Viacom’s regular payroll practices; (ii) your car allowance as provided in paragraph 3(a) 5 until the end of the Employment Term, payable in accordance with Viacom's ’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 as set forth in paragraph 3(c); Deferred Compensation attributable to the calendar year in which the termination pursuant to paragraph 9(b) or 9(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 each such following calendar year; (iv) your perquisites as provided in paragraph 6 until the end of the Employment Term, payable in accordance with Viacom's then effective payroll practices; (v) medical and dental insurance coverage provided under COBRA at no cost to you (except as hereafter described) pursuant to Viacom’s then-current benefit plans until the later of (x) eighteen (18) months after the date of such termination, and (y) the end of the Employment Term or, if earlier, until the date on which you become eligible for medical and dental coverage from a third party; provided, that, during the period that Viacom provides you with this coverage, an amount equal to the applicable COBRA premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and Viacom may withhold taxes from your compensation for this purpose; Xxxxxx Xxxxxxx July 1, 2004 (iv) life insurance coverage as set forth in paragraph 4 hereof until the end of the Employment Term or, if earlier, the date on which you become eligible for medical and dental insurance coverage from a third party employer; during this period, Viacom ; (v) all unvested restricted share units will pay an amount equal vest and payment will be made within ten (10) business days after the termination of your employment or such payment will be deferred in accordance with the election that you made prior to the applicable COBRA premiums (or such other amounts as may be required by applicable law) (which amount time of grant; provided, that, in either case, payment will be included deferred until the date determined 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 balanceaccordance with paragraph 20, if any, of such date is later that the period required by lawdate on which payment would otherwise be made; (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 without cost to you); (vii) LTMIP stock options granted to you under the 1997 LTMIP which are exercisable on or prior to after July 1, 2004 that are vested on the date of the such termination of your employment under paragraph 9(b) or 9(c) employment, or that would have vested and become exercisable on or before the last day of the Employment Term Term, will be exercisable for two (2) years the following period after the date of such termination or, if laterearlier, until December 31, 2003, but in no event may such stock options be exercised following the expiration date of such stock options; (viii) a supplemental pension benefit calculated in accordance with the terms of the Excess Pension Plan and paragraph 4 (c) 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. 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 9(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.:

Termination Payments, Etc. In the event that your employment terminates pursuant to paragraph 9(b8(b) or 9(c8(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 ViacomBlockbuster'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 as set forth in paragraph 3(c); Deferred Compensation attributable to the calendar year in which the termination pursuant to paragraph 9(b) or 9(c) hereof occurs and to prior calendar years shall be payable, together with the return thereon your car lease 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 each such following calendar year; (iv) your perquisites as provided in paragraph 6 5 until the end of the Employment Term, payable in accordance with ViacomBlockbuster's then effective payroll practices; (viv) for as long as you remain in the United States after your termination, medical and dental insurance coverage under Blockbuster's then current benefit plans pursuant to 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 Blockbuster 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; (viv) life insurance coverage as set forth in paragraph 4(b) pursuant to Blockbuster's then current policies until the end of the Employment Term (the amount of Salary covered by such insurance to be reduced by the amount of any insurance provided salary payable to you by a new employer without cost to youthird party);; and (viivi) stock options granted to you under the Viacom's 1994 and 1997 LTMIP Long-Term Management Incentive Plans and any successor plans which are exercisable on or prior to the date of the termination of your employment under paragraph 9(b8(b) or 9(c8(c) hereof or that would have vested and become exercisable on or before the last day date of the Employment Term will be exercisable for two until six (26) years months after the date of such termination or, if laterearlier, until December 31, 2003, but in no event may such stock options be exercised following the expiration date of such the stock options; ; PROVIDED, HOWEVER, you shall be required to mitigate the amount of any payment provided for in (viiii), (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 supplemental pension benefit calculated in accordance with the terms of the Excess Pension Plan and paragraph 4 third person except that mitigation shall not be required for twelve (c) 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 (612) months after the termination of your employmentemployment 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 Blockbuster or Viacom plan that may now or hereafter exist. The payments and benefits to be provided pursuant to this paragraph 9(d8(d) shall constitute liquidated damages, and shall be deemed to satisfy and be in full and final settlement of all obligations of Viacom Blockbuster to you under this Agreement.

Termination Payments, Etc. In the event that your employment terminates pursuant to paragraph 9(b8(b) or 9(c8(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 ViacomBlockbuster'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 as set forth in paragraph 3(c); Deferred Compensation attributable to the calendar year in which the termination pursuant to paragraph 9(b) or 9(c) hereof occurs and to prior calendar years shall be payable, together with the return thereon your car allowance 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 each such following calendar year; (iv) your perquisites as provided in paragraph 6 5 until the end of the Employment Term, payable in accordance with ViacomBlockbuster's then effective payroll practices; (viv) medical and dental insurance coverage under Blockbuster's then current benefit plans pursuant to 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 Blockbuster 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; (viv) life insurance coverage as set forth in paragraph 4(b) pursuant to Blockbuster's then current policies until the end of the Employment Term (the amount of Salary covered by such insurance to be reduced by the amount of any insurance provided salary payable to you by a new employer without cost to youthird party);; and (viivi) stock options granted to you under Viacom's 1997 Long-Term Management Incentive Plan and any successor plans (collectively, the 1997 LTMIP "LTMIP") which are exercisable on or prior to the date of the termination of your employment under paragraph 9(b8(b) or 9(c8(c) hereof or that would have vested and become exercisable on or before the last day date of the Employment Term will be exercisable for two until six (26) years months after the date of such termination or, if laterearlier, until December 31, 2003, but in no event may such stock options be exercised following the expiration date of such the stock options; ; PROVIDED, HOWEVER, you shall be required to mitigate the amount of any payment provided for in (viiii), (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 supplemental pension benefit calculated in accordance with the terms of the Excess Pension Plan and paragraph 4 third person except that mitigation shall not be required for twelve (c) 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 (612) months after the termination of your employmentemployment 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 Blockbuster or Viacom plan that may now or hereafter exist. The payments and benefits to be provided pursuant to this paragraph 9(d8(d) shall constitute liquidated damages, and shall be deemed to satisfy and be in full and final settlement of all obligations of Viacom Blockbuster to you under this Agreement.

Termination Payments, Etc. In the event that your employment terminates pursuant to paragraph 9(b8(b) or 9(c8(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 ViacomBlockbuster'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 as set forth in paragraph 3(c); Deferred Compensation attributable to the calendar year in which the termination pursuant to paragraph 9(b) or 9(c) hereof occurs and to prior calendar years shall be payable, together with the return thereon your car lease 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 each such following calendar year; (iv) your perquisites as provided in paragraph 6 5 until the end of the Employment Term, payable in accordance with ViacomBlockbuster's then effective payroll practices; (viv) medical and dental insurance coverage under Blockbuster's then current benefit plans pursuant to 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 Blockbuster 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; (viv) life insurance coverage as set forth in paragraph 4(b) pursuant to Blockbuster's then current policies until the end of the Employment Term (the amount of Salary covered by such insurance to be reduced by the amount of any insurance provided salary payable to you by a new employer without cost to youthird party);; and (viivi) stock options granted to you under Viacom's 1994 and 1997 Long-Term Management Incentive Plans and any successor plans (collectively, the 1997 LTMIP "LTMIP") which are exercisable on or prior to the date of the termination of your employment under paragraph 9(b8(b) or 9(c8(c) hereof or that would have vested and become exercisable on or before the last day date of the Employment Term will be exercisable for two until six (26) years months after the date of such termination or, if laterearlier, until December 31, 2003, but in no event may such stock options be exercised following the expiration date of such the stock options; ; provided, however, you shall be required to mitigate the amount of any payment provided for in (viiii), (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 supplemental pension benefit calculated in accordance with the terms of the Excess Pension Plan and paragraph 4 third person except that mitigation shall not be required for twelve (c) 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 (612) months after the termination of your employmentemployment 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 Blockbuster or Viacom plan that may now or hereafter exist. The payments and benefits to be provided pursuant to this paragraph 9(d8(d) shall constitute liquidated damages, and shall be deemed to satisfy and be in full and final settlement of all obligations of Viacom Blockbuster to you under this Agreement.

Termination Payments, Etc. (a) In the event that your Executive’s employment terminates pursuant to paragraph 9(b7.4(a) or 9(c7.4(b) hereof, you Executive shall be entitled to receivereceive from the Company (at the Company’s expense), subject to applicable withholding taxestaxes and subject to paragraph 8 hereof: (i1) your a lump sum payment, payable within 30 days of termination, equal to three (3) times the sum of (x) Executive’s annual Base Salary as provided in paragraph 3(a) until 3.1 on the end date of the Employment Term, payable in accordance with Viacom's then effective payroll practices; termination plus (iiy) bonus compensation for each calendar at the annual rate of the highest Bonus and Performance Bonus amounts received by Executive during any prior fiscal year during the Employment Term equal to your Target Bonus as set forth in paragraph 3(b(but no less than $460,000); (iii2) Deferred Compensation for each calendar year during the Employment Term as set forth in paragraph 3(c); Deferred Compensation attributable to the calendar year in which the termination pursuant to paragraph 9(b) or 9(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 continuation 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 each such following calendar year; (iv) your perquisites as provided in paragraph 6 until the end of the Employment Term, payable in accordance with Viacom's then effective payroll practices; (v) medical and dental insurance coverage until for Executive and his family for the end greater of three years or the balance of the Employment Term or, if earlier, the date on which you become Executive becomes eligible for substantially equivalent medical and dental coverage from a third party employer; during this period, Viacom will pay an amount equal employer provided without cost 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 lawExecutive; (vi3) continuation of life and disability insurance coverage as set forth in paragraph 4(b4.5 until the end of the later of (x) until three years after the date of Executive’s employment termination, or (y) 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 without cost to youExecutive); (vii4) stock options granted to you under continuation of Executive’s perquisites as provided in paragraph 4.6 until the 1997 LTMIP which are exercisable on or prior to the date end of the termination later of your employment under paragraph 9(b(x) or 9(c) or that would have vested and become exercisable on or before the last day of the Employment Term will be exercisable for two (2) three years after the date of such termination orExecutive’s employment termination, if later, until December 31, 2003, but in no event may such stock options be exercised following the expiration date of such stock options; or (viiiy) a supplemental pension benefit calculated in accordance with the terms of the Excess Pension Plan and paragraph 4 (c) as though you were employed through the end of the Employment Term, payable in accordance with the Company’s then effective payroll practices; (5) all stock options, stock appreciation rights and restricted stock to the extent not yet fully vested or having all restrictions lapse shall become fully vested and non-restricted on the date of termination of Executive’s employment; and all such stock options and stock appreciation rights shall be exercisable for their full stated term as specified at the time of grant and without further extension thereof; (6) immediate vesting of Executive’s rights in all other employee benefit and compensation plans; (7) fees and disbursements of Executive’s counsel incurred as a result of the termination of Executive’s employment during the one-year period following such termination; and (ix) 8) provision of an appropriate office and secretarial assistance for up to at least six (6) months after the termination of your Executive’s employment. . (b) The Executive shall be under no obligation to mitigate the amount of any payment or benefit provided for above under paragraph 7.5(a) by seeking other employment or otherwise, nor shall such payments be offset or reduced by any compensation which the Executive may receive from future employment or otherwise. (c) The payments and benefits provided for above in (iparagraph 7.5(a) above are in lieu of of, and Executive shall not be a participant in, any severance or income continuation or income protection under any Viacom Company plan that may now or hereafter exist. The payments and benefits to be provided pursuant to this paragraph 9(d) shall constitute liquidated damages, exist and shall be deemed to satisfy and be in full and final settlement of all obligations of Viacom the Company for severance or income continuation or income protection to you Executive under this Agreement. (d) Except as otherwise provided in paragraph 7.5(a) (2) through 7.5(a) (6) coverage under all the Company benefit plans and programs will terminate upon the termination of Executive’s employment except to the extent otherwise expressly provided in such plans or programs.

Termination Payments, Etc. In the event that your employment terminates pursuant to paragraph 9(b) or 9(c6(b) hereof, you shall be entitled to receive, subject to applicable withholding taxes: (i) your Salary as provided in paragraph 3(a) until for twelve months following the end of the Employment Term, Term payable in accordance with Viacom's Laureate’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 as set forth in paragraph 3(c); Deferred Compensation attributable to the calendar year in which the termination pursuant to paragraph 9(b) or 9(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 each such following calendar year; (iv) your perquisites as provided in paragraph 6 until the end of the Employment Term, payable in accordance with Viacom's then effective payroll practices; (v) medical and dental insurance coverage until provided under COBRA at no cost to you (except as hereafter described) pursuant to Laureate’s then-current benefit plans for twelve months following 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 employerparty; provided, that during the period that Laureate provides you with this periodcoverage, 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)law and Laureate may withhold taxes from your compensation for this purpose; at the end of such period, and provided further that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law; (viiii) life insurance coverage as set forth in paragraph 4(b) until the end of the Employment Term (pursuant to Laureate’s then-current policy in the amount of such insurance then furnished to be reduced by the amount of any insurance provided by a new employer without employees at no cost to you)and; (viiiv) stock options granted to you under the 1997 LTMIP which are exercisable on or prior to the date of the termination of your employment under paragraph 9(b6(b) or 9(c) or that would have vested and become exercisable on or before the last day of the Employment Term will be exercisable for two (2) years after as provided under the date of such termination applicable grant agreement or, if laterearlier, until December 31, 2003, but in no event may such stock options be exercised following the expiration date of such the stock options; (viii) a supplemental pension benefit calculated in accordance with the terms of the Excess Pension Plan and paragraph 4 (c) 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. 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 9(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.

Termination Payments, Etc. In the event that your employment terminates pursuant to paragraph 9(b8(b) or 9(c8(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 as set forth in paragraph 3(c); Deferred Compensation attributable to the calendar year in which the termination pursuant to paragraph 9(b) or 9(c) hereof occurs and to prior calendar years shall be payable, together with the return thereon your car allowance 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 each such following calendar year; (iv) your perquisites as provided in paragraph 6 5 until the end of the Employment Term, payable in accordance with Viacom's then effective payroll practices; (viv) 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; (viv) life insurance coverage as set forth in paragraph 4(b) until the end of the Employment Term (the amount of Salary covered by such insurance to be reduced by the amount of any insurance provided salary payable to you by a new employer without cost to youthird party); (viivi) stock options granted to you under Viacom's 1989 and 1994 Long-Term Management Incentive Plans and any successor plans (collectively, the 1997 LTMIP "LTMIP") which are exercisable on or prior to the date of the termination of your employment under paragraph 9(b8(b) or 9(c8(c) or that would have vested and become exercisable on or before the last day of the Employment Term will be exercisable for two until six (26) years months after the date of such termination or, if laterearlier, until December 31, 2003, but in no event may such stock options be exercised following the expiration date of such the stock options;; and (viiivii) if the termination of your employment occurs before July 7, 1998, a supplemental pension benefit equivalent to the benefit you would have received under the Viacom pension plan and excess pension plan based on your years of benefit service on the date of such termination and calculated in accordance with the terms of the Excess Pension Plan and paragraph 4 (c) as though if you were employed through fully vested in such plans on the end date of termination; provided, however, you shall be required to mitigate the Employment Term; and amount of any payment provided for in (ixi), (ii) provision and (iii) of an appropriate office this paragraph 8(d) by seeking other employment or otherwise, and secretarial assistance the amount of any such payment provided for up to six in (6i), (ii) and (iii) shall be reduced by any compensation earned by you from a third person except that mitigation Xxxxxxx X. Xxxxxxxx January 1, 1996 Page 8 shall not be required for twelve (12) months after the termination of your employmentemployment 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 9(d8(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.

Termination Payments, Etc. In the event that your employment terminates pursuant to paragraph 9(b10(b) or 9(c10(c) hereof, you shall be entitled to receive, subject to applicable withholding taxes: (i) your Salary as provided in paragraph 3(a) until through the end date of the Employment Term, payable in accordance with Viacom's then effective payroll practicestermination; (ii) bonus compensation for each the calendar year during the Employment Term in which your termination occurs, in an amount equal to your Target Bonus as set forth in paragraph 3(b)Bonus, pro-rated for the period from the beginning of such year through the date of your termination; (iii) Deferred Compensation for each calendar year during the Employment Term as set forth in paragraph 3(c); Deferred Compensation attributable to the calendar year in which your termination occurs, pro-rated for the termination pursuant to paragraph 9(b) or 9(c) hereof occurs period from the beginning of such year through the date of your termination, and Deferred Compensation attributable to prior calendar years shall be years, payable, in each case, together with the return thereon as provided in paragraph 3(c), prior to January 31 31st of the calendar year following the calendar year in which your employment terminates or such termination; and Deferred Compensation attributable later date as may be determined pursuant to subsequent calendar years shall be payable, together with the return thereon as provided in paragraph 3(c), prior to January 31 of each such following calendar year22; (iv) your perquisites as provided the greater of two (2) or the number of full and partial years remaining in paragraph 6 until the end of the Employment TermTerm multiplied by the sum of (A) your Salary at the annualized rate in effect on the date of your termination, (B) Deferred Compensation level at the annualized rate in effect for the calendar year in which your termination occurs, and (C) your Target Bonus for the year of termination, payable in accordance with Viacom's then effective payroll practicesa single cash lump sum payment immediately following your termination of employment; (v) medical continued participation for you and dental insurance coverage until your dependents for the end greater of (x) 24 months or (y) the balance of the Employment Term orin such medical, if earlierdental, the date on hospitalization and life insurance coverages in which you become and/or your 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 without cost to you); (vii) stock options granted to you under the 1997 LTMIP which are exercisable on or dependents were participating immediately prior to the date of the termination of your employment under paragraph 9(b) or 9(c) or that would have vested and become exercisable on or before the last day of the Employment Term will be exercisable for two (2) years after the date of such termination or, if later, until December 31, 2003, but in no event may such stock options be exercised following the expiration date of such stock optionstermination; (viii) a supplemental pension benefit calculated in accordance with the terms of the Excess Pension Plan and paragraph 4 (c) 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. 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 9(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.

Termination Payments, Etc. In the event that your employment terminates pursuant to paragraph 9(b8(b) or 9(c8(c) hereof, you shall be entitled to receivereceive the following, subject to applicable withholding taxesbeginning on the date of such termination: (i) Salary, an amount equal to the Deferred Compensation and bonus compensation shall be payable as follows: (x) 50% of the sum of (A) your Salary and an amount equal to the Deferred Compensation for the Non-Mitigation Period (as defined below), and (B) bonus compensation equal to your Target Bonus for each calendar year or portion thereof during the period from the beginning of the calendar year in which your employment terminates through the end of the Non-Mitigation Period (prorated Xxxxxx X. Xxxxxxx July 1, 2004 for any partial calendar years), shall be payable within thirty (30) days after the date of such termination; (y) 50% of the sum of (A) and (B) in the preceding clause (x) shall be payable in accordance with Viacom’s regular payroll practices; and (z) your Salary and an amount equal to the Deferred Compensation for the period after the end of the Non-Mitigation Period until the end of the Employment Term, and bonus compensation equal to your Target Bonus for each calendar year or portion thereof during the period after the Non-Mitigation Period until the end of the Employment Term (prorated for any partial calendar years), shall be payable, in each case, in accordance with Viacom’s regular payroll practices; (ii) your car allowance as provided in paragraph 3(a) 5 until the end of the Employment Term, payable in accordance with Viacom's ’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 as set forth in paragraph 3(c); Deferred Compensation attributable to the calendar year in which the termination pursuant to paragraph 9(b) or 9(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 each such following calendar year; (iv) your perquisites as provided in paragraph 6 until the end of the Employment Term, payable in accordance with Viacom's then effective payroll practices; (v) medical and dental insurance coverage provided under COBRA at no cost to you (except as hereafter described) pursuant to Viacom’s then-current benefit plans until the later of (x) eighteen (18) months after the date of such termination, and (y) the end of the Employment Term or, if earlier, until the date on which you become eligible for medical and dental coverage from a third party; provided, that, during the period that Viacom provides you with this coverage, an amount equal to the applicable COBRA premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and Viacom may withhold taxes from your compensation for this purpose; (iv) life insurance coverage as set forth in paragraph 4 hereof until the end of the Employment Term or, if earlier, the date on which you become eligible for medical and dental insurance coverage from a third party employer; during this period, Viacom ; (v) all unvested restricted share units will pay an amount equal vest and payment will be made within ten (10) business days after the termination of your employment or such payment will be deferred in accordance with the election that you made prior to the applicable COBRA premiums (or such other amounts as may be required by applicable law) (which amount time of grant; provided, that, in either case, payment will be included deferred until the date determined 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 balanceaccordance with paragraph 20, if any, of such date is later that the period required by lawdate on which payment would otherwise be made; (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 without cost to you); (vii) LTMIP stock options granted to you under the 1997 LTMIP which are exercisable on or prior to the date of the termination of your employment under paragraph 9(b) or 9(c) or after July 1, 2004 that would have are vested and become exercisable on or before the last day of the Employment Term will be exercisable for two (2) years after the date of such termination or, if later, until December 31, 2003, but in no event may such stock options be exercised following the expiration date of such stock options; (viii) a supplemental pension benefit calculated in accordance with the terms of the Excess Pension Plan and paragraph 4 (c) 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. 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 9(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.that

Termination Payments, Etc. In the event that your employment terminates pursuant to paragraph 9(b) or 9(c) hereof, you shall be entitled to receivethe following, subject to applicable withholding taxes: (i) your Salary as provided in paragraph 3(a) until the end of the Employment Term (with the exception of paragraph 9(e)(vii), the term "Employment Term" as used in this paragraph 9(e) shall be deemed to end upon the second anniversary of the effective date of your termination), payable in accordance with Viacom's then effective payroll practices; (ii) bonus compensation for each the calendar year of termination and for each subsequent calendar year, if any, during the Employment Term (prorated for any partial calendar year) equal to your Target Bonus as set forth in paragraph 3(b); (iii) additional Deferred Compensation for each the calendar year of termination and for each subsequent calendar year, if any, during the Employment Term (prorated for any partial calendar year) as set forth in paragraph 3(c); Deferred Compensation attributable to the calendar year in which the termination pursuant to paragraph 9(b) or 9(c) hereof occurs and Deferred Compensation previously accrued and attributable 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 each such following calendar year; (iv) your perquisites as provided in paragraph 6 until the end of the Employment Term, payable in accordance with Viacom's then effective payroll practices; (v) medical and dental insurance coverage 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 without cost to you); (vii) all stock options (x) granted to you under on or following the 1997 LTMIP Effective Date whether or not such stock options are exercisable on or prior to the date of the termination of your employment and (y) granted to you before the Effective Date which are exercisable on or prior to the date of the termination of your employment under paragraph 9(b) or 9(c) or that would have vested and become exercisable on or before the last day of the Employment Term Term, will become vested and shall be exercisable for two (2) years after the date of such termination or, if later, until December 31May 5, 20032006, but in no event may such stock options be exercised following the expiration date of such stock options; (viii) a supplemental pension benefit calculated in accordance with the terms of the Excess Pension Plan and paragraph 4 (c) 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. 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 9(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.

Termination Payments, Etc. In the event that your employment terminates pursuant to paragraph 9(b8(b) or 9(c8(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 ViacomSpelling's then effective payroll practices; (ii) bonus compensation for each calendar year during the Employment Term equal to your the Target Bonus Bonus, as set forth in paragraph 3(b); (iii) Deferred Compensation for each calendar year during the Employment Term as set forth in paragraph 3(c); Deferred Compensation attributable to the calendar year in which the termination pursuant to paragraph 9(b) or 9(c) hereof occurs and to prior calendar years shall be payable, together with the return thereon your car allowance 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 each such following calendar year; (iv) your perquisites as provided in paragraph 6 5 until the end of the Employment Term, payable in accordance with ViacomSpelling's then effective payroll practices; (viv) 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 Spelling 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; (viv) life insurance coverage as set forth in paragraph 4(b) until the end of the Employment Term (the amount of Salary covered by such insurance to be reduced by the amount of any insurance provided salary payable to you by a new employer without cost to youthird party);; and (viivi) stock options granted to you under the 1997 LTMIP any of Spelling's Stock Option Plans which are exercisable on or prior to the date of the termination of your employment under paragraph 9(b8(b) or 9(c8(c) or that would have vested and become exercisable on or before the last day of the Employment Term will be exercisable for two until six (26) years months after the date of such termination or, if laterearlier, until December 31, 2003, but in no event may such stock options be exercised following the expiration date of such the stock options; ; provided, however, you shall be required to mitigate the amount of any payment provided for in (viiii), (ii) and (iii) of this paragraph 8(d) by seeking other comparable employment or otherwise (to the extent required by law), 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 supplemental pension benefit calculated in accordance with the terms of the Excess Pension Plan third person except that mitigation shall not be required, and paragraph 4 no reduction for any other compensation shall be made, for eighteen (c) 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 (618) months after the termination of your employmentemployment 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 Spelling plan that may now or hereafter exist. The payments and benefits to be provided pursuant to this paragraph 9(d8(d) shall constitute liquidated damages, and shall be deemed to satisfy and be in full and final settlement of all obligations of Viacom Spelling to you under this Agreement.

Termination Payments, Etc. In the event that your employment terminates pursuant to paragraph 9(b8(b) or 9(c8(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 ViacomBlockbuster'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 as set forth in paragraph 3(c); Deferred Compensation attributable to the calendar year in which the termination pursuant to paragraph 9(b) or 9(c) hereof occurs and to prior calendar years shall be payable, together with the return thereon your car allowance 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 each such following calendar year; (iv) your perquisites as provided in paragraph 6 5 until the end of the Employment Term, payable in accordance with ViacomBlockbuster's then effective payroll practices; (viv) medical and dental insurance coverage under Blockbuster's then current benefit plans pursuant to 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 Blockbuster 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; (viv) life insurance coverage as set forth in paragraph 4(b) pursuant to Blockbuster's then current policies until the end of the Employment Term (the amount of Salary covered by such insurance to be reduced by the amount of any insurance provided salary payable to you by a new employer without cost to youthird party);; and (viivi) stock options granted to you under Viacom's 1994 and 1997 Long-Term Management Incentive Plans and any successor plans (collectively, the 1997 LTMIP "LTMIP") which are exercisable on or prior to the date of the termination of your employment under paragraph 9(b8(b) or 9(c8(c) hereof or that would have vested and become exercisable on or before the last day date of the Employment Term will be exercisable for two until six (26) years months after the date of such termination or, if laterearlier, until December 31, 2003, but in no event may such stock options be exercised following the expiration date of such the stock options; ; PROVIDED, HOWEVER, you shall be required to mitigate the amount of any payment provided for in (viiii), (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 supplemental pension benefit calculated in accordance with the terms of the Excess Pension Plan and paragraph 4 third person except that mitigation shall not be required for twelve (c) 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 (612) months after the termination of your employmentemployment 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 Blockbuster or Viacom plan that may now or hereafter exist. The payments and benefits to be provided pursuant to this paragraph 9(d8(d) shall constitute liquidated damages, and shall be deemed to satisfy and be in full and final settlement of all obligations of Viacom Blockbuster to you under this Agreement.

Termination Payments, Etc. In the event that your employment terminates pursuant to paragraph 9(b8(b) or 9(c8(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 ViacomBlockbuster'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 as set forth in paragraph 3(c); Deferred Compensation attributable to the calendar year in which the termination pursuant to paragraph 9(b8(b) or 9(c8(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 each such the following calendar year; (iv) your perquisites car allowance as provided in paragraph 6 5 until the end of the Employment Term, payable in accordance with ViacomBlockbuster'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 Blockbuster 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 Salary covered by such insurance to be reduced by the amount of any insurance provided salary payable to you by a new employer without cost to youthird party); (vii) the following with respect to grants to you of stock options granted to you under the 1997 LTMIP which are exercisable on or prior with respect to the date of the termination of your employment under paragraph 9(b) or 9(c) or that would have vested and become exercisable on or before the last day of the Employment Term will be exercisable for two (2) years after the date of such termination or, if later, until December 31, 2003, but in no event may such stock options be exercised following the expiration date of such stock options; (viii) a supplemental pension benefit calculated in accordance with the terms of the Excess Pension Plan and paragraph 4 (c) 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. 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 9(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.Blockbuster A Stock:

Termination Payments, Etc. In the event that your employment terminates pursuant to paragraph 9(b8(b) or 9(c8(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 ViacomBlockbuster'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 as set forth in paragraph 3(c); Deferred Compensation attributable to the calendar year in which the termination pursuant to paragraph 9(b) or 9(c) hereof occurs and to prior calendar years shall be payable, together with the return thereon your car allowance 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 each such following calendar year; (iv) your perquisites as provided in paragraph 6 5 until the end of the Employment Term, payable in accordance with ViacomBlockbuster's then effective payroll practices; (viv) medical and dental insurance coverage under Blockbuster's then current benefit plans pursuant to 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 Blockbuster 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; (vii) life insurance coverage as set forth in paragraph 4(b) pursuant to Blockbuster's then current policies until the end of the Employment Term (the amount of Salary covered by such insurance to be reduced by the amount of any insurance provided salary payable to you by a new employer without cost to youthird party);; and (viiii) stock options granted to you under Viacom's 1989 and 1994 Long-Term Management Incentive Plans and any successor plans (collectively, the 1997 LTMIP "LTMIP") which are exercisable on or prior to the date of the termination of your employment under paragraph 9(b8(b) or 9(c8(c) hereof or that would have vested and become exercisable on or before the last day date of the Employment Term will be exercisable for two until six (26) years months after the date of such termination or, if laterearlier, until December 31, 2003, but in no event may such stock options be exercised following the expiration date of such the stock options; ; PROVIDED, HOWEVER, you shall be required to mitigate the amount of any payment provided for in (viiii), (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 supplemental pension benefit calculated in accordance with the terms of the Excess Pension Plan and paragraph 4 third person except that mitigation shall not be required for twelve (c) 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 (612) months after the termination of your employmentemployment 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 Blockbuster or Viacom plan that may now or hereafter exist. The payments and benefits to be provided pursuant to this paragraph 9(d8(d) shall constitute liquidated damages, and shall be deemed to satisfy and be in full and final settlement of all obligations of Viacom Blockbuster to you under this Agreement.

Termination Payments, Etc. In the event that your employment ------------------------- terminates pursuant to paragraph 9(b8(b) or 9(c8(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 ViacomBlockbuster'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 as set forth in paragraph 3(c); Deferred Compensation attributable to the calendar year in which the termination pursuant to paragraph 9(b) or 9(c) hereof occurs and to prior calendar years shall be payable, together with the return thereon your car allowance 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 each such following calendar year; (iv) your perquisites as provided in paragraph 6 5 until the end of the Employment Term, payable in accordance with ViacomBlockbuster's then effective payroll practices; (viv) medical and dental insurance coverage under Blockbuster's then current benefit plans pursuant to 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 Blockbuster 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; (viv) life insurance coverage as set forth in paragraph 4(b) pursuant to Blockbuster's then current policies until the end of the Employment Term (the amount of Salary covered by such insurance to be reduced by the amount of any insurance provided salary payable to you by a new employer without cost to youthird party);; and (viivi) stock options granted to you under Viacom's 1997 Long- Term Management Incentive Plan and any successor plans (collectively, the 1997 LTMIP "LTMIP") which are exercisable on or prior to the date of the termination of your employment under paragraph 9(b8(b) or 9(c8(c) hereof or that would have vested and become exercisable on or before the last day date of the Employment Term will be exercisable for two until six (26) years months after the date of such termination or, if laterearlier, until December 31, 2003, but in no event may such stock options be exercised following the expiration date of such the stock options; ; provided, however, you shall be required to mitigate the amount of any payment -------- ------- provided for in (viiii), (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 supplemental pension benefit calculated in accordance with the terms of the Excess Pension Plan and paragraph 4 third person except that mitigation shall not be required for twelve (c) 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 (612) months after the termination of your employmentemployment 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 Blockbuster or Viacom plan that may now or hereafter exist. The payments and benefits to be provided pursuant to this paragraph 9(d8(d) shall constitute liquidated damages, and shall be deemed to satisfy and be in full and final settlement of all obligations of Viacom Blockbuster to you under this Agreement.

Termination Payments, Etc. In the event that your employment terminates pursuant to paragraph 9(b8(b) or 9(c8(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 ViacomBlockbuster'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 as set forth in paragraph 3(c); Deferred Compensation attributable to the calendar year in which the termination pursuant to paragraph 9(b) or 9(c) hereof occurs and to prior calendar years shall be payable, together with the return thereon your car allowance 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 each such following calendar year; (iv) your perquisites as provided in paragraph 6 5 until the end of the Employment Term, payable in accordance with ViacomBlockbuster's then effective payroll practices; (viv) medical and dental insurance coverage under Blockbuster's then current benefit plans pursuant to 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 Blockbuster 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; (viv) life insurance coverage as set forth in paragraph 4(b) pursuant to Blockbuster's then current policies until the end of the Employment Term (the amount of Salary covered by such insurance to be reduced by the amount of any insurance provided salary payable to you by a new employer without cost to youthird party);; and (viivi) stock options granted to you under Viacom's 1989 and 1994 Long-Term Management Incentive Plans and any successor plans (collectively, the 1997 LTMIP "LTMIP") which are exercisable on or prior to the date of the termination of your employment under paragraph 9(b8(b) or 9(c8(c) hereof or that would have vested and become exercisable on or before the last day date of the Employment Term will be exercisable for two until six (26) years months after the date of such termination or, if laterearlier, until December 31, 2003, but in no event may such stock options be exercised following the expiration date of such the stock options; ; provided, however, you shall be required to mitigate the amount of any payment provided for in (viiii), (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 supplemental pension benefit calculated in accordance with the terms of the Excess Pension Plan and paragraph 4 third person except that mitigation shall not be required for twelve (c) 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 (612) months after the termination of your employmentemployment 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 Blockbuster or Viacom plan that may now or hereafter exist. The payments and benefits to be provided pursuant to this paragraph 9(d8(d) shall constitute liquidated damages, and shall be deemed to satisfy and be in full and final settlement of all obligations of Viacom Blockbuster to you under this Agreement.