EXHIBIT 10.7
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VOTING AGREEMENT
By
NATIONAL AMUSEMENTS, INC.
(Stockholder)
and
VIACOM INC.
Dated as of November 9, 1999
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VOTING AGREEMENT
VOTING AGREEMENT, dated as of November 9, 1999 (this "Agreement"), by
NATIONAL AMUSEMENTS, INC., a Maryland corporation (the "Stockholder"), to and
for the benefit of VIACOM INC., a Delaware corporation ("Viacom").
WHEREAS, as of the date hereof, the Stockholder owns of record and
beneficially 93,658,828 shares of Class A Common Stock (the "Viacom Class A
Common Stock"; such shares, together with any of Viacom Class A Common Stock
and any other shares of voting stock of Viacom acquired by the Stockholder
prior to the termination of this Agreement being referred to herein as the
"Stockholder's Shares"), par value $.01 per share, of Viacom;
WHEREAS, on September 6, 1999, CBS CORPORATION, a Pennsylvania corporation
("CBS"), and Viacom entered into an Agreement and Plan of Merger, which
agreement was amended and restated October 8, 1999 (as amended, the "Merger
Agreement") pursuant to which, upon the terms and subject to the conditions
thereof, CBS will be merged with and into Viacom;
WHEREAS, on July 29, 1999 and September 6, 1999, the Viacom Board of
Directors amended the Viacom 1997 Long-Term Management Incentive Plan (the
"1997 Plan") to increase the number of shares of Viacom Class B common stock
(the "Viacom Class B Common Stock") authorized for issuance under the 1997 Plan
by an additional 10 million shares to a total of 50 million shares of Viacom
Class B Common Stock (the "1997 Plan Proposal"); and
WHEREAS, Viacom intends to submit the 1997 Plan Proposal for approval by the
affirmative vote of the holders of a majority of the shares of the Viacom Class
A Common Stock at the Viacom Stockholders' Meeting (as defined in the Merger
Agreement), however called, or in any action by written consent of the
stockholders of Viacom;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, and intending to be legally bound hereby, the
parties hereby agree as follows:
Section 1. Voting of Stockholder's Shares. Until the termination of this
Agreement in accordance with the terms hereof, the Stockholder hereby agrees
that, at the Viacom Stockholders' Meeting or any other meeting of the
stockholders of Viacom, however called, and in any action by written consent of
the stockholders of Viacom, the Stockholder will vote all of the Stockholder's
Shares in favor of the 1997 Plan Proposal.
Section 2. No Inconsistent Agreements. The Stockholder hereby covenants and
agrees that, except as contemplated by this Agreement and the Merger Agreement,
the Stockholder shall not enter into any voting agreement or grant a proxy or
power of attorney with respect to the Stockholder's Shares which is
inconsistent with this Agreement.
Section 3. Termination. This Agreement shall terminate upon the earlier to
occur of (a) the approval of the 1997 Plan Proposal by the Viacom stockholders
and (b) the first anniversary of the date hereof. No such termination of this
Agreement shall relieve any party hereto from any liability for any breach of
this Agreement prior to termination.
Section 4. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made upon receipt) by delivery in
person, by facsimile, by courier service or by registered or certified mail
(postage prepaid, return receipt requested) to the respective parties at the
following addresses (or at such other address for a party as shall be specified
in a notice given in accordance with this Section 6):
if to the Stockholder:
National Amusements, Inc.
000 Xxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telecopier No.: (000) 000-0000
Attention: General Counsel
if to Viacom:
Viacom Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxxx, Senior Vice President,
General Counsel and Secretary
Section 5. Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of this Agreement is not affected in any manner materially adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that
the transactions contemplated by this Agreement be consummated as originally
contemplated to the fullest extent possible.
Section 6. Entire Agreement; Assignment. This Agreement constitutes the
entire agreement among the parties with respect to the subject matter hereof
and supersedes all prior agreements and undertakings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof.
This Agreement will be binding upon, inure to the benefit of, and be
enforceable by, the parties hereto and their respective successors and assigns.
Section 7. Parties in Interest. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
person any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.
Section 8. Specific Performance. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or equity.
Section 9. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, without regard to any
principles of conflicts of laws of such State.
Section 10. Consent to Jurisdiction. (a) Each of the Stockholder and Viacom
hereby irrevocably submits to the exclusive jurisdiction of the courts of the
State of Delaware and to the jurisdiction of the United States District Court
for the State of Delaware, for the purpose of any action or proceeding arising
out of or relating to this Agreement and each of Viacom and the Stockholder
hereby irrevocably agrees that all claims in respect to such action or
proceeding shall be heard and determined exclusively in any Delaware state or
federal court. Each of Viacom and the Stockholder agrees that a final judgment
in any action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
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(b) Each of Viacom and the Stockholder irrevocably consents to the service
of the summons and complaint and any other process in any other action or
proceeding relating to the transactions contemplated by this Agreement, on
behalf of itself or its property, by personal delivery of copies of such
process to such party. Nothing in this Section 10 shall affect the right of any
party to serve legal process in any other manner permitted by law.
Section 11. Headings. The descriptive headings contained in this Agreement
are included for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.
Section 12. Amendments. This Agreement may be amended or modified, and the
terms and conditions hereof may be waived, only by a written instrument signed
by the parties hereto or, in the case of a waiver, by each party waiving
compliance.
Section 13. Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
and delivered shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed as of the date first written above by their respective officers
thereunto duly authorized.
NATIONAL AMUSEMENTS, INC.
/s/ Xxxxxx X. Xxxxxxxx
By ____________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Chairman, President and
Chief Executive Officer
VIACOM INC.
/s/ Xxxxxxx X. Xxxxxxxx
By _____________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President,
General Counsel and
Secretary
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