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Exhibit 10(ss)
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
WHEREAS, Xxx Xxxxxxxx (the "Executive") and Viacom Inc. ("Viacom")
entered into an employment agreement dated September 6, 1999 (the "Agreement")
to be effective at the Effective Time (as defined in the Agreement and Plan of
Merger between Viacom and CBS Corporation ("CBS") dated as of September 6, 1999,
as amended and restated as of October 8, 1999 and November 23, 1999 (as amended,
the "Merger Agreement")); and
WHEREAS, the Executive and Viacom desire to amend the Agreement in
certain respects, as described hereinbelow;
NOW, THEREFORE, the Executive and the Company agree that the Agreement
is hereby amended, effective as of September 6, 1999, as follows:
1. Section 7(k) of the Agreement is amended hereby by adding a new
sentence at the end thereof to read as follows:
"Notwithstanding anything hereinabove to the contrary, the provisions
of this Section 7(k) shall not apply to any of the following: (i) any
shares that were held in the Xxxxxxxx Charitable Lead Annuity Trust
dated December 28, 1998 (the "Trust") on September 6, 1999 that are
transferred from the Trust as required by the provisions of the trust
agreement under which the Trust was established as in effect as of the
date hereof ("Trust Agreement") and as may be required by the Internal
Revenue Code of 1986, as amended (the "Code"), to the Xxx Xxxxxxxx
Foundation, Inc., a Delaware corporation (the "Foundation"), or to
another
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charitable organization, and any shares disposed of by the Foundation
as required by the private foundation minimum distribution requirements
of the Code, and the terms of the operative documents for such
Foundation as in effect as of the date hereof (copies of which Trust
and Foundation have been provided to Viacom by you); (ii) any shares
required to be transferred by you to or for the benefit of your former
spouse, Xxxxxx Xxxxxxxx, pursuant to a Separation and Property
Settlement Agreement dated as of July 1, 1996, as amended (the
"Settlement Agreement") (a copy of which has been provided to Viacom by
you); and (iii) any shares sold or disposed of (including pursuant to
withholding by CBS or Viacom upon the exercise of stock options to
acquire either CBS or Viacom shares) by you in order to satisfy any tax
obligation arising upon your exercise of stock options (i) that would
otherwise expire in accordance with their terms during the Employment
Term within a reasonable period of time preceding such options'
expiration or (ii) to satisfy any transfers of CBS or Viacom shares to
Xxxxxx Xxxxxxxx required pursuant to the Settlement Agreement."
2. Except as hereinabove provided, the Agreement is ratified and
confirmed in all respects.
IN WITNESS WHEREOF, the Executive and Viacom have executed this First
Amendment to the Agreement on this 31st day of December, 1999.
VIACOM INC.
by: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
Title: Deputy Chairman
ACCEPTED AND AGREED:
/s/ Xxx Xxxxxxxx
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Xxx Xxxxxxxx
