CBS Corporation Letterhead]Employment Agreement • December 30th, 2005 • Viacom Inc • Cable & other pay television services
You have previously entered into an employment agreement with Viacom Inc., a Delaware corporation (“Viacom”), effective as of July 1, 2004 (the “Viacom Employment Agreement”), pursuant to which you served as chairman of the board of directors and chief executive officer of Viacom. In connection with the merger (the “Merger”) of Viacom and Viacom Merger Sub Inc., a Delaware corporation (“Viacom Merger Sub”), and the related separation of the business of New Viacom Corp., a Delaware corporation (“New Viacom”) and CBS Corporation (“CBS”), CBS is entering into this letter agreement with you (the “Agreement”). The Viacom Employment Agreement will continue in effect until the effective date of the closing of the Merger (the “Effective Date”), at which time it will be superseded and replaced in full by this Agreement. If for any reason the Merger is not consummated, this Agreement shall not enter into effect and shall be considered null and void.
