Exhibit 10.2
August 20, 1998
Xxxxxx X. Xxxxxx
000 Xxxxx Xxxx
Xxxx Xxxx, XX 00000
Dear Xx. Xxxxxx:
Reference is made to that certain employment agreement between you and
Viacom Inc. ("Viacom"), dated as of January 1, 1996 (your "Employment
Agreement"). All defined terms used without definitions shall have the meanings
provided in your Employment Agreement.
This letter, when fully executed below, shall amend your Employment
Agreement as follows:
1. Term. Paragraph 1 shall be amended to change the date representing
the end of the Employment Term in the first and second sentences from "December
31, 2000" to "December 31, 2003".
2. Duties. Paragraph 2 shall be amended to replace the third sentence
with the following sentences:
"You will be Deputy Chairman, Executive Vice President of
Viacom reporting directly and solely to the Chairman of the
Board of Viacom (the "Chairman"). You will have primary
responsibility for Viacom's finance, corporate development and
communications functions 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."
3. Compensation / Deferred Compensation. Paragraph 3(c) shall be
amended to replace the portion of the second sentence after the semi-colon with
the following sentences:
"The amount of Deferred Compensation shall be Seven Hundred
Ten Thousand Dollars ($710,000) for calendar year 1998, Eight
Hundred Eighty One Thousand Dollars ($881,000) for calendar
year 1999 and One Million Sixty Nine Thousand One Hundred
Dollars ($1,069,100) for calendar year 2000. The amount of
Deferred Compensation for calendar years 2001 through 2003
shall be no less
Xxxxxx X. Xxxxxx
August 20, 1998
Page 2
than One Million Sixty Nine Thousand One Hundred Dollars
($1,069,100) per annum, subject to annual increases each
January 1st, commencing January 1, 2001, in an amount
determined by Viacom in its sole discretion."
4. Compensation / Long-Term Incentive Plans. Paragraph 3(d) shall be
amended to add a new clause (iii) at the end thereof:
"(iii) Five Year Grant: In lieu of any Annual Grants to be made
pursuant to paragraph 3(d)(ii) for calendar years 1999
through 2003, you shall receive a five year grant (the
"Five Year Grant") under the LTMIP of stock options to
purchase One Million (1,000,000) shares of Class B Common
Stock, effective as of August 20, 1998 (the "Date of the
Five Year Grant"), with an exercise price equal to the
closing price of the Class B Common Stock on the AMEX on
the Date of the Five Year Grant. The Five Year Grant shall
vest in two equal installments on the fourth and fifth
anniversaries of the Date of the Five Year Grant. The Five
Year Grant shall represent your entire stock option grant
for the 1999 - 2003 calendar years."
5. Benefits. Paragraph 4(a) shall be amended to replace the third
sentence with the following sentence:
"It is further understood and agreed that all benefits
(including without limitation, Viacom's Pension and Excess
Pension Plans, short term disability program, Long-Term
Disability program and any supplement thereto, life insurance
and any applicable death benefit) you may be entitled to as an
employee of Viacom shall be based upon your Salary and, after
1996, your Deferred Compensation, as set forth in paragraphs
3(a) and (c) hereof, and not upon any bonus compensation due,
payable or paid to you hereunder, except where the benefit
plan expressly provides otherwise."
6. Non-Competition. Paragraph 6(a) shall be amended to change the
reference in the proviso in the last sentence thereof to a "one (1%) percent
shareholder" to a "two (2%) percent shareholder".
7. Incapacity. Paragraph 7 shall be amended to delete the first
sentence and to insert in the third sentence after the words "Viacom's Long-Term
Disability (LTD) program" the words "or any supplement thereto".
Xxxxxx X. Xxxxxx
August 20, 1998
Page 3
8. Termination. Paragraph 8 shall be amended as follows:
(a) Paragraph 8(a) shall be amended to replace the last sentence with
the following sentence:
"Except for a breach which by its nature cannot be cured, 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) Paragraph 8(b) shall be amended as follows:
(i) The second sentence shall be replaced with the following
sentences:
"Such notice shall state an effective date no earlier than
thirty (30) business days after the date it is given. Viacom
shall have ten (10) business days from the giving of such
notice within which to cure."
(ii) A new clause (vi) shall be added at the end thereof:
"(vi) Xxxxxx X. Xxxxxxxx during his lifetime, or, after
Xxxxxx X. Xxxxxxxx'x death, his descendants, heirs,
beneficiaries or executors or any trust or other
entity controlled by any or all of them, or in which
any or all of them have the principal beneficial
interest, shall cease to beneficially own, on an
aggregate basis, directly or indirectly, at least 50%
of Viacom's issued and outstanding voting equity
securities."
Except as herein amended, all other terms and conditions of your
Employment Agreement shall remain the same and your Employment Agreement as
herein amended, shall remain in full force and effect.
Xxxxxx X. Xxxxxx
August 20, 1998
Page 4
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 amendment to your Employment Agreement.
Very truly yours,
VIACOM INC.
By: /S/ XXXXXX X. XXXXXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chairman of the Board and
Chief Executive Officer
ACCEPTED AND AGREED:
/S/ XXXXXX X. XXXXXX
-----------------------------
Xxxxxx X. Xxxxxx
Dated: August 21, 1998
