As filed with the Securities and Exchange Commission on December 29, 1999
Registration No. 33-59049
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-------------
VIACOM INC.
(Exact name of issuer as specified in its charter)
Delaware 04-2949533
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1515 Broadway, New York, New York 10036
(Address of principal executive offices, including zip code)
Blockbuster Investment Plan
Viacom Investment Plan
(Full title of the plans)
Michael D. Fricklas, Esq.
Senior Vice President, General Counsel,
Viacom Inc.
1515 Broadway, New York, New York 10036
(212) 258-6000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate registration fee
per share offering price
- ----------------------------------------------------------------------------------------------------------------
Class B Common Stock (1) 5,000,000 N/A N/A N/A
(2)
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</TABLE>
(1) Pursuant to Rule 416(c) under the Securities and Exchange Act of 1933,
as amended (the "Securities Act"), this Registration Statement covers
an indeterminate amount of interests to be offered or sold pursuant to
the Viacom Investment Plan and the Blockbuster Investment Plan.
(2) In March 1999, the Board of Directors of Viacom Inc. effected a 2-for-1
stock split pursuant to which each holder of record of a share of each
class of Viacom Inc. common stock, par value $.01, received one share
of such class of common stock for each share registered in the name of
such holder. Accordingly, the number of shares of Class B common stock
registered pursuant to the Registration Statement amended hereby is
5,000,000.
<PAGE>
This post-effective amendment on Form S-8 (the "Post-Effective
Amendment") amends that registration statement on Form S-8 filed with the
Securities and Exchange Commission (the "Commission") on May 3, 1995
(Registration No. 33-59049) (the "Registration Statement"), pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
The purpose of the present filing is to amend the above-referenced
Registration Statement to include the Blockbuster Investment Plan, a plan which
was spun off from the Viacom Investment Plan in anticipation of the pending sale
of Blockbuster Inc. In addition, this Post-Effective Amendment removes the
following plans that were originally included on the Registration Statement but
were merged into the Viacom Investment Plan:
o Paramount Communications Inc. Employee's Savings Plan;
o Prentice Hall Computer Publishing Division Retirement Plan;
o Blockbuster Entertainment Retirement and Savings Plan;
o Savings and Investment Plan for Employees of PVI Transmission
Inc. and its Subsidiaries; and
o Paramount (PDI) Distribution Inc., Employee's Savings Plan.
The following represents information required in this Post-Effective
Amendment that is not contained in the Registration Statement.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information required by the Commission as
set forth in Part I of Form S-8 will be sent or given to participants in the
Blockbuster Investment Plan, which plan is listed on the cover of this
Post-Effective Amendment, as specified in Rule 428(b)(1) promulgated by the
Commission under the Securities Act. Such documents are not being filed with the
Commission but constitute (along with the documents incorporated by reference
into the Post-Effective Amendment pursuant to Item 3 of Part II hereof), a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The contents of the Registration Statement are hereby incorporated by
reference in its entirety.
Item 4. Exhibits.
The following exhibits are filed as part of this Post-Effective Amendment:
Exhibit
No. Description of Document
- ------- -----------------------
4.1 Viacom Investment Plan
4.2 Blockbuster Investment Plan
23.1 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney for Mr. Seidenberg (Powers of Attorney for
others are incorporated by reference from the Registration
Statement)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Post-Effective Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York on December 29,
1999.
VIACOM INC.
(Registrant)
By: /s/ PHILIPPE P. DAUMAN
------------------------
Name: Philippe P. Dauman
Title: Deputy Chairman,
Executive Vice President
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment to the Registration Statement has been signed by the following persons
on December 29, 1999 in the capacities shown:
Signature Capacity
* Director
- --------------------------------
George S. Abrams
/s/ PHILIPPE P. DAUMAN Director
- --------------------------------
Philippe P. Dauman
/s/ THOMAS E. DOOLEY Director
- --------------------------------
Thomas E. Dooley
* Director
- --------------------------------
Ken Miller
* Director
- --------------------------------
Brent D. Redstone
* Director
- --------------------------------
Shari Redstone
* Director, Chairman of the Board,
- --------------------------------
Sumner M. Redstone Chief Executive Officer
(Principal Executive Officer)
* Director
- --------------------------------
Frederic V. Salerno
* Director
- --------------------------------
William Schwartz
<PAGE>
* Director
- --------------------------------
Ivan Seidenberg
- --------------------------------
/s/ GEORGE S. SMITH, JR. Senior Vice President,
- --------------------------------- Chief Financial Officer
George S. Smith, Jr. (Principal Financial Officer)
/s/ SUSAN C. GORDON Vice President, Controller,
- --------------------------------- Chief Accounting
Officer Susan C. Gordon (Principal Accounting Officer)
*By: /s/ PHILIPPE P. DAUMAN December 29, 1999
---------------------------
Philippe P. Dauman,
Attorney-in-Fact under Powers
of Attorney either incorporated
by reference from the Registration
Statement or filed as Exhibit 24
to this Post-Effective Amendment
<PAGE>
Blockbuster Investment Plan. Pursuant to the requirements of the
Securities Act, the trustee (or other persons who administer the employee
benefit plan) have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of New York,
state of New York, on this 29th day of December, 1999.
BLOCKBUSTER INVESTMENT PLAN
By: /s/ WILLIAM A. ROSKIN
---------------------
Name: William A. Roskin
Title: Senior Vice President,
Human Resources and Administration,
Viacom Inc.
<PAGE>
Viacom Investment Plan. Pursuant to the requirements of the
Securities Act, the trustee (or other persons who administer the employee
benefit plan) have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of New York,
state of New York, on this 29th day of December, 1999.
VIACOM INVESTMENT PLAN
By: /s/ WILLIAM A. ROSKIN
---------------------
Name: William A. Roskin
Title: Senior Vice President,
Human Resources and Administration,
Viacom Inc.
<PAGE>
EXHIBIT INDEX
Number Title of Exhibit Page
------ ---------------- ----
4.1 Viacom Investment Plan
4.2 Blockbuster Investment Plan
23.1 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney for Mr. Seidenberg
(Powers of Attorney for others
incorporated by reference from the
Registration Statement).
Exhibit 4.1
VIACOM INVESTMENT PLAN
Amended and Restated Effective January 1, 1996
<PAGE>
TABLE OF CONTENTS
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ARTICLE I BACKGROUND..................................................................1
ARTICLE II DEFINITIONS................................................................3
2.1 Accounting Period....................................................3
2.2 Account(s)...........................................................3
2.3 Actual Deferral Percentage...........................................3
2.4 Affiliated Company...................................................3
2.5 After-Tax Contributions..............................................4
2.6 Annual Addition......................................................4
2.7 Beneficiary..........................................................4
2.8 Board................................................................4
2.9 Break in Service.....................................................4
2.10 Committee............................................................5
2.11 Company..............................................................5
2.12 Compensation.........................................................5
2.13 Contribution Percentage..............................................5
2.14 Disability...........................................................6
2.15 Earnings.............................................................6
2.16 Employee.............................................................6
2.17 Employer.............................................................6
2.18 ERISA................................................................7
2.19 Excess Aggregate Contributions.......................................7
2.20 Excess Salary Reduction Contributions................................7
2.21 Former Participant...................................................8
2.22 Fund.................................................................8
2.24 Hour of Service.....................................................12
2.25 Leased Employee.....................................................12
2.26 Matchable Contributions.............................................12
2.27 Matching Employer Contributions.....................................12
2.28 Merged Plans........................................................12
2.29 Parental Leave......................................................12
2.30 Participant.........................................................12
2.31 Payroll Period......................................................12
2.32 Plan Year...........................................................12
2.33 Predecessor Company.................................................12
2.34 Qualified Nonelective Contributions.................................13
2.35 Rollover Contributions..............................................13
2.36 Salary Reduction Contributions......................................13
2.37 Severance Date......................................................13
2.38 SIP.................................................................13
2.39 Stock...............................................................13
2.40 Trust Agreement.....................................................13
2.41 Trustee.............................................................13
2.42 Unmatched Contributions.............................................14
2.43 Valuation Date......................................................14
2.44 Vesting Service.....................................................14
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2.45 VIP.................................................................14
2.46 Year of Eligibility Service.........................................14
2.47 Year of Vesting Service.............................................14
ARTICLE III ELIGIBILITY FOR PARTICIPATION............................................15
3.1 Eligibility.........................................................15
3.2 Method of Becoming a Participant....................................15
3.3 Reemployed Participants.............................................16
3.4 Events Affecting Participation......................................16
ARTICLE IV SERVICE...................................................................17
4.1 Companies For Whom Credited.........................................17
4.2 Year of Eligibility Service.........................................17
4.3 Year of Vesting Service.............................................19
4.4 Additional Service Credit...........................................20
ARTICLE V CONTRIBUTIONS..............................................................21
5.1 Matchable Contributions.............................................21
5.2 Unmatched Contributions.............................................22
5.3 Election of Salary Reduction and After-Tax Contributions............22
5.4 Change in Amount or Form of Contributions...........................22
5.5 Suspension of Contributions.........................................22
5.6 Cessation of Contributions..........................................23
5.7 Matching Employer Contributions.....................................23
5.8 Remittance of Contributions to Trustee..............................23
5.9 Remittance of Matching Employer Contributions to Trustee............23
5.10 Refund of Matching Employer Contributions...........................23
5.11 Additional Employer Contributions...................................24
5.12 Rollover Contributions..............................................24
5.13 Transfers of Assets to or from the Savings and Investment Plan
for Employees of PVI Transmission Inc.
and Paramount (PDI) Distribution Inc. (the "SIP")...................25
5.14 Limitation on Contributions.........................................26
ARTICLE VI PARTICIPANT ACCOUNTS......................................................27
6.1 Valuation of Assets.................................................27
6.2 Credits to Participant Accounts.....................................27
6.3 Debits of Participant Accounts......................................27
6.4 Statement of Participant Accounts...................................27
ARTICLE VII INVESTMENT OF CONTRIBUTIONS..............................................28
7.1 Investment of Salary Reduction Contributions and
After-Tax Contributions.............................................28
7.2 Investment of Matching Employer Contributions.......................28
7.3 Change in Investment Election for Current Contributions.............28
7.4 Change in Investment Election for Prior Contributions...............28
7.5 Special Investment Elections........................................28
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7.6 Special January 1, 1996 Investment Elections........................28
7.7 Fiduciary Responsibility for Investments............................29
ARTICLE VIII WITHDRAWALS DURING EMPLOYMENT...........................................30
8.1 Withdrawals of Salary Reduction Contributions, After-Tax
Contributions, Matching Employer Contributions, Transferred
Amounts, and Rollover Contributions.................................30
8.2 Withdrawal Procedures...............................................33
8.3 Funds to be Charged with Withdrawal.................................34
8.4 Frequency of Withdrawals............................................34
ARTICLE IX PARTICIPANT LOANS.........................................................35
9.1 Loan Subaccounts....................................................35
9.2 Eligibility for Loans...............................................35
9.3 Availability of Loans...............................................35
9.4 Amount of Loan......................................................36
9.5 Terms of Loan.......................................................36
9.6 Distribution and Repayment of Loan..................................37
9.7 Events of Default and Action Upon Default...........................38
ARTICLE X VESTING AND TERMINATION OF EMPLOYMENT......................................39
10.1 Matchable, Unmatched, Qualified Nonelective and
Rollover Contributions..............................................39
10.2 Matching Employer Contributions.....................................39
10.3 Forfeitures.........................................................40
ARTICLE XI PAYMENT OF BENEFITS OTHER THAN WITHDRAWALS................................41
11.1 Forms of Payment....................................................41
11.2 Modification or Revocation of Form of Payment Election..............41
11.3 Stock Election......................................................41
11.4 Consent Requirements................................................42
11.5 Valuation and Payment Procedures for Lump Sum Payments..............42
11.6 Valuation and Payment Procedures for Installment Payments...........43
11.7 Time of Payment and Minimum Distribution Requirements...............44
11.8 Direct Rollover Distributions.......................................45
11.9 Distributions on Sales of Businesses or Transfers to
Non-Affiliated Companies............................................46
ARTICLE XII ADMINISTRATION OF THE VIP................................................47
12.1 Appointment Of Committee............................................47
12.2 Organization And Operation Of The Committee --......................47
12.3 Expenses............................................................48
12.4 Duties, Powers and Responsibilities of the Retirement Committee.....48
12.5 Required Information................................................49
12.6 Indemnification.....................................................49
12.7 Claims And Appeal Procedure.........................................49
12.8 Liability of Committee Members......................................51
</TABLE>
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12.9 Reliance on Reports and Certificates................................51
12.10 Member's Own Participation..........................................51
12.11 Fiduciary Indemnification...........................................51
12.12 Allocation of Responsibilities......................................51
12.13 Multiple Capacities.................................................51
ARTICLE XIII AMENDMENT AND TERMINATION...............................................52
13.1 Right to Amend or Terminate.........................................52
13.2 Distribution of Funds Upon Termination of the VIP...................52
ARTICLE XIV GENERAL PROVISIONS.......................................................53
14.1 Employment Relationships............................................53
14.2 Non-Alienation of Benefits..........................................53
14.3 Qualified Domestic Relations Order..................................53
14.4 Exclusive Benefit of Employees......................................53
14.5 Merger, Consolidation or Transfer of Assets or Liabilities..........53
14.6 Appointments of Trustee.............................................53
14.7 Discretion of the Board of Directors and the Committee..............53
14.8 Voting Viacom Inc. Common Stock.....................................54
14.9 Payments to Minors and Incompetents.................................54
14.10 Employee's Records..................................................54
14.11 Titles and Headings.................................................54
14.12 Use of Masculine and Feminine; Singular and Plural..................55
14.13 Governing Law.......................................................55
ARTICLE XV NONDISCRIMINATION AND ANNUAL ADDITION
LIMITATIONS.........................................................56
15.1 Limitation on Salary Reduction Contributions for
Plan Years Beginning Before January 1, 1997.........................56
15.2 Limitation on Salary Reduction Contributions for
Plan Years Beginning On and After January 1, 1997...................57
15.3 Maximum Contribution Percentage for Plan Years
Beginning Before January 1, 1997....................................59
15.4 Maximum Contribution Percentage for Plan Years
Beginning On and After January 1, 1997..............................61
15.5 Limitation on Annual Additions......................................63
ARTICLE XVI TOP-HEAVY PLAN...........................................................66
16.1 General Rule........................................................66
16.2 Top-Heavy Plan......................................................66
16.3 Definitions.........................................................66
16.4 Requirements Applicable if VIP is Top-Heavy.........................67
ARTICLE XVII SIGNATURE...............................................................69
APPENDIX A SPECIAL PROVISIONS APPLICABLE TO CERTAIN
PARTICIPANTS........................................................70
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APPENDIX B DIVISIONS NOT INCLUDED IN VIACOM INVESTMENT PLAN..........................85
APPENDIX C............................................................................86
APPENDIX D............................................................................87
</TABLE>
<PAGE>
1
ARTICLE I
BACKGROUND
1.1 Viacom International Inc. and its participating subsidiaries
adopted the Viacom Employee Investment Fund, which was effective June 4, 1971
for the purpose of providing a convenient way for employees both to save for
their retirement and to become shareholders of Viacom International Inc. Prior
to June 4, 1971 certain Participants under the Viacom Employee Investment Fund
were participants under the CBS Employee Investment Fund. The Viacom Employee
Investment Fund (renamed the Viacom Investment Plan, effective January 1, 1984)
has been amended from time to time after its adoption to comply with changes in
law and certain design changes.
1.2 Effective as of December 31, 1995, the following plans, and the
assets and liabilities thereunder, were merged into the Plan: the "Paramount
Communications Inc. Employees' Savings Plan," the "Prentice Hall Computer
Publishing Division Retirement Plan," and the "Blockbuster Entertainment
Retirement and Savings Plan" (collectively, the "Merged Plans"). Effective as of
December 31, 1995, the Paramount (PDI) Distribution Inc. Employees' Savings
Plan, including all of the assets and liabilities thereunder, was merged into
the Savings and Investment Plan for Employees of PVI Transmission Inc. and Its
Subsidiaries; the resulting plan was named the Savings and Investment Plan for
Employees of PVI Transmission Inc. and Paramount (PDI) Distribution Inc. (the
"SIP"). Effective January 1, 1996, the SIP was amended to be substantially
identical to the provisions of this Plan as in effect on that date. The
provisions contained herein with respect to the SIP reflect and incorporate all
amendments made to the SIP on and after January 1, 1996. Effective as of the
close of business on December 31, 1996, the SIP, including all of its assets and
liabilities thereunder, was merged into the Plan. All provisions of the Merged
Plans and the SIP that are required to be protected under Section 411(d)(6) of
the Internal Revenue Code of 1986, as amended, have been protected in the VIP.
1.3 The resulting consolidated Viacom Investment Plan constitutes an
amendment to and restatement of the Viacom Investment Plan in effect on December
31, 1995. Transition rules dealing with certain provisions of the Merged Plans
and the SIP are incorporated into Appendix A of this Plan and shall supersede
any other provisions of this Plan, where contrary. This amendment and
restatement is generally effective January 1, 1996, except as otherwise
specifically provided herein, as otherwise required by law, or as otherwise
provided in resolutions of the Board or its designee.
1.4 It is the intention of the Employers that the amended Viacom
Investment Plan and Trust shall meet the requirements of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") and of the Internal Revenue
Code of 1986, as amended (the "Code") and shall continue to be qualified and
exempt under Sections 401(a) and 501(a) of the Code, and shall qualify under
such requirements as a profit sharing plan that includes a cash or deferred
arrangement within the meaning of Section 401(k) of the Code.
1.5 The rights of any Employee or former Employee whose employment
terminated prior to the effective date of any amendment and the rights of the
Beneficiary of such Employee or former Employee shall be governed by the terms
of the Plan (including any merged-in or predecessor plan) as in effect at the
time of such termination of employment, except in the event such Employee is
rehired and except as otherwise specifically provided herein, or as required by
law.
<PAGE>
2
ARTICLE II
DEFINITIONS
2.1 "Accounting Period" shall mean the period of four or five
consecutive calendar weeks in a calendar month used by each Employer in the
maintenance of Participant and Employer Accounts.
2.2 "Account(s)" shall mean with respect to any Participant the
accounts maintained by the Committee or its designee with respect to which are
allocated Salary Reduction Contributions, After-Tax Contributions, Rollover
Contributions, Matching Employer Contributions, and any other contributions or
direct transfers made to the VIP on behalf of any Participant or Beneficiary. In
addition, the Committee shall allocate amounts and otherwise adjust each such
Account in accordance with Article VI and Appendix A.
2.3 "Actual Deferral Percentage" with respect to any group of actively
employed eligible Participants for a Plan Year shall mean the average of the
ratios (calculated separately for each Participant in the group) of:
(a) The amount of Salary Reduction Contributions authorized by the
Participant to be paid to the Trust for such Plan Year plus the amount of any
Qualified Nonelective Contributions made for the Plan Year, divided by
(b) The Participant's Compensation for such Plan Year.
Notwithstanding the foregoing, for purposes of this Paragraph,
"Compensation" for any year shall mean the total amount of wages paid by the
Employer to a Participant within the meaning of Section 3401(a) of the Code
(without regard to any rules under Section 3401(a) that limit the remuneration
included in wages based on the nature or location of the employment or the
services performed (such as the exception for agricultural labor in Section
3401(a)(2)) and all other payments of compensation to a Participant by an
Employer (in the course of the Employer's trade or business) for which the
Employer is required to furnish the Participant a written statement under
Sections 6401(d), 6051(a)(3) and 6052 of the Code (a Form W-2), modified to
include all amounts currently not included in the Participant's gross income by
reason of Sections 125 and 402(e)(3) of the Code.
For purposes of determining Actual Deferral Percentages, any
Participant who is suspended from participation pursuant to Paragraphs 5.5 or
8.1(e) shall be treated as an eligible Participant. Actual Deferral Percentages
will be determined in accordance with all applicable requirements (including, to
the extent applicable, the family aggregation requirements) of Section 401(k) of
the Code and the regulations and other guidance thereunder.
2.4 "Affiliated Company" shall mean any corporation or other entity
that is required to be aggregated with the Company pursuant to Sections 414(b),
(c), (m), or (o) of the Code but only to the extent so required.
2.5 "After-Tax Contributions" shall mean those contributions made by
Participants by means of payroll deduction in accordance with Paragraphs 5.2 and
5.3.
<PAGE>
3
After-Tax Contributions are included in each Participant's income for Federal
income and Social Security tax purposes and are subject to the limitations of
Article XV.
2.6 "Annual Addition" shall mean for any Plan Year, Salary Reduction
Contributions, Matching Employer Contributions, Qualified Nonelective
Contributions, additional Employer contributions pursuant to Paragraph 5.11
(which shall be treated as Annual Additions only to the extent and for the
limitation year required by regulations or other guidance issued pursuant to
Code Section 415), After-Tax Contributions, and forfeitures, if any, allocated
to a Participant's Accounts.
2.7 "Beneficiary" shall mean the person designated by the Participant
to receive any death benefits payable hereunder. Each Participant has the right,
from time to time, to change any designation of Beneficiary. A designation or
change of Beneficiary must be in writing on forms supplied by the Committee and
any change of Beneficiary will not become effective until such change of
Beneficiary is filed with the Committee whether or not the Participant is alive
at the time of such filing; provided, however, that any such change will not be
effective with respect to any payments made by the Trustee in accordance with
the Participant's last designation and prior to the time such change was
received by the Committee. Notwithstanding the above, in the case of any
Participant who is married on the date of his death, the Participant's spouse as
of his date of death shall be his Beneficiary unless she shall have consented to
a different Beneficiary on prescribed forms and before either a notary public or
an individual designated by the Committee. In the absence of an effective
designation or if a named Beneficiary shall have died, any death benefits
payable hereunder on behalf of the Participant shall be distributed to the first
of the following classes of successive preference beneficiaries:
(1) the Participant's surviving spouse;
(2) the Participant's surviving children;
(3) the Participant's surviving parents;
(4) the Participant's surviving brothers and sisters;
(5) the estate of the person last receiving benefits hereunder.
Any individual who is designated as an alternate payee in a qualified
domestic relations order (as defined in Section 414(p) of the Code) relating to
a Participant's benefits under this VIP shall be treated as a Beneficiary
hereunder, to the extent provided by such order.
2.8 "Board" shall mean the Board of Directors of the Company.
2.9 "Break in Service" shall mean a period of severance from service as
determined in accordance with Paragraph 4.2 and Paragraph 4.3.
2.10 "Committee" shall mean the persons appointed to the Retirement
Committee to administer the Plan or its designees, in accordance with Article
XII.
2.11 "Company" shall mean Viacom Inc., a Delaware Corporation.
2.12 "Compensation" shall mean a Participant's base pay for services
rendered to the Employer paid during a Payroll Period, including all pre-tax
elective contributions made on behalf of a Participant either to a "qualified
cash or deferred arrangement" (as defined under Section 401(k) of the Code and
applicable regulations) or a "cafeteria plan"
<PAGE>
4
(as defined under Code Section 125 and applicable regulations) maintained by an
Employer, plus all overtime pay, annual cash bonuses under the Company's
Short-Term Incentive Plan or certain other comparable annual cash bonus plans
sponsored by the Company or an Employer, commissions, hazard pay and shift
differential pay, but excluding (i) deferred compensation (ii) additional
compensation of every other kind, including cash bonuses under the Company's
Long Term Performance Plan. Effective for all Plan Years beginning after
December 31, 1995, for Participants who are eligible for the Company's Excess
Investment Plan, Compensation shall exclude cash bonuses under the Company's
Short-Term Incentive Plan and certain other comparable annual cash bonus plans
sponsored by the Company or an Employer. The total amount of a Participant's
Compensation taken into account for any Plan Year shall not exceed $150,000, or
the otherwise applicable annual compensation limitation in effect under Section
401(a)(17) limitation of the Code, as adjusted by the Internal Revenue Service
for increases in the cost of living in accordance with Section 401(a)(17) of the
Code and the regulations and other guidance issued thereunder. For Plan Years
beginning before January 1, 1997, in determining a Participant's Compensation
for purposes of the Code Section 401(a)(17) limitations, the family aggregation
rules of Section 414(q) of the Code shall apply, except that in applying such
rules, the term "family" shall include only the spouse of the Participant and
any lineal descendants of the Participant who have not attained age 19 before
the close of the Plan Year. If any Plan Year consists of fewer than twelve
months, the Section 401(a)(17) limitation will be multiplied by a fraction, the
numerator of which is the number of months in the Plan Year, and the denominator
of which is twelve. In the case of an Employee who begins, resumes, or ceases to
be eligible to make contributions during a Plan Year, the amount of Compensation
included in the Actual Deferral Percentage and Contribution Percentage is the
amount of Compensation received by the Participant during the entire Plan Year.
2.13 "Contribution Percentage" with respect to any specified group of
actively employed eligible Participants for a Plan Year shall mean the average
of the ratios (calculated separately for each Participant in the group) of:
(a) the amount of Matching Employer Contributions and After-Tax
Contributions, plus the amount of any Salary Reduction Contributions
recharacterized pursuant to Paragraph 15.1(c) or 15.3(c), Salary Reduction
Contributions treated as Matching Employer Contributions pursuant to Paragraph
15.2(c) or 15.4(c), and any Qualified Nonelective Contributions or additional
Matching Employer Contributions made pursuant to Paragraph 15.2(c) or 15.4(c),
paid to the Trust Fund on behalf of each such Participant for such Plan Year, to
(b) the Participant's Compensation for such Plan Year.
Notwithstanding the foregoing, (i) for purposes of this
Paragraph, "Compensation" for any year shall mean the total amount of wages paid
by the Employer to a Participant within the meaning of Section 3401(a) of the
Code (without regard to any rules under Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the employment
or the services performed (such as the exception for agricultural labor in
Section 3401(a)(2)) and all other payments of compensation to a Participant by
an Employer (in the course of the Employer's trade or business) for which the
Employer is required to furnish the Participant a written statement under
Sections 6401(d), 6051(a)(3) and 6052 of the Code (a Form W-2), modified to
include all amounts
<PAGE>
5
currently not included in the Participant's gross income by reason of Sections
125 and 402(e)(3) of the Code.
For purposes of determining Contribution Percentages, any
Participant who is suspended from participation pursuant to Paragraphs 5.5 or
8.1(e) shall be treated as an eligible Participant. Contribution Percentages
will be determined in accordance with the applicable requirements (including, to
the extent applicable, the family aggregation requirements) of Section 401(m) of
the Code and the regulations and other guidance issued thereunder.
2.14 "Disability" shall mean a permanent and total disability that
qualifies an Employee for benefits under the provisions of the Viacom Long Term
Disability Plan. The determination of whether a Participant has incurred a
Disability for purposes of this VIP shall be made by the Retirement Committee or
its delegate.
2.15 "Earnings" shall mean the total amount of wages paid by the
Employer to a Participant within the meaning of Section 3401(a) of the Code
(without regard to any rules under Section 3401(a) that limit the remuneration
included in wages based on the nature or location of the employment or the
services performed (such as the exception for agricultural labor in Section
3401(a)(2)) and all other payments of compensation to a Participant by an
Employer (in the course of the Employer's trade or business) for which the
Employer is required to furnish the Participant a written statement under
Sections 6401(d), 6051(a)(3) and 6052 of the Code (a Form W-2).
2.16 "Employee" shall mean an employee of the Company or an Affiliated
Company. A "Full Time Employee" means any Employee who is classified in the
Employer's employment records as a full-time Employee. A "Part-Time Employee"
means any Employee who is classified in the Employer's employment records as a
part-time Employee. Notwithstanding the foregoing, the term "Employee" shall
exclude Leased Employees covered by a plan described in Section 414(n)(5) of the
Code.
2.17 (a) "Employer" shall include the Company and any Affiliated
Company participating in the Plan as provided in Section 2.17(b). When used in
reference to Matching Employer Contributions for a Participant, the term
"Employer" will refer to the Employer employing such Participant. When used in
reference to the collective obligations of all Employers in the group, the
obligation of each Employer will be proportionate to the contributions of or on
behalf of its Participants to the VIP.
(b) If any company is now or becomes an Affiliated Company of an
Employer, including the Company, the Retirement Committee may include the
employees of that company in the membership of the Plan upon appropriate action
by that company necessary to adopt the Plan. In that event, or if any persons
become Employees of an Employer as the result of the merger or consolidations or
as the result of the acquisition of all or part of the assets or business of
another company, the Retirement Committee shall determine to what extent, if
any, credit and benefits shall be granted for previous service with the
subsidiary, associated or other company, but subject to the continued
qualifications of the Trust for the Plan as tax-exempt under the Code. The
Retirement Committee may exclude the employees of any division of an Employer
from membership in the Plan upon appropriate action by the Employer; such
excluded divisions to be listed on Appendix B.
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6
2.18 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and regulations issued pursuant to said Act.
2.19 "Excess Aggregate Contributions" shall mean with respect to each
Highly Compensated Participant, the amount equal to the total Matching Employer
Contributions made on his behalf and his After-Tax Contributions (including
Salary Reduction Contributions which are recharacterized pursuant to Paragraph
15.1(c) or 15.3(c)) determined prior to the application of the leveling
procedure described below minus the product of the Participant's Contribution
Percentage, determined after the application of the leveling procedure described
below, multiplied by the Participant's Compensation, as determined for purposes
of Paragraph 2.13. Under the leveling procedure, the Contribution Percentage of
the Highly Compensated Participant with the highest such percentage is reduced
to the extent required to enable the limitations of Paragraph 15.2(a) or 15.4(a)
to be satisfied, or, if it results in a lower reduction, to the extent required
to cause such Participant's Contribution Percentage to equal that of the Highly
Compensated Participant with the next highest Contribution Percentage. This
leveling procedure is repeated until the limitations of Paragraph 15.2(a) or
15.4(a) are satisfied. In no case shall the amount of Excess Aggregate
Contributions with respect to any Highly Compensated Participant exceed the
After-Tax Contributions and Matching Employer Contributions made on behalf of
such Participant in any Plan Year.
2.20 "Excess Salary Reduction Contributions" shall mean with respect to
each Highly Compensated Participant, the amount equal to total Salary Reduction
Contributions on behalf of the Participant (determined after the application of
Paragraph 15.1(b) or 15.3(b) and prior to the application of the leveling
procedure described in that section) plus any Qualified Nonelective
Contributions made pursuant to Paragraph 15.1(d) or 15.3(d) minus the product of
the Participant's Actual Deferral Percentage (determined after application of
Paragraph 15.1(b) or 15.3(b) and after the leveling procedure described below)
multiplied by the Participant's Compensation, as determined under Paragraph 2.3.
In accordance with the regulations issued under Section 401(k) of the Code,
Excess Salary Reduction Contributions shall be determined by a leveling
procedure under which the Actual Deferral Percentage of the Highly Compensated
Participant with the highest such percentage shall be reduced to the extent
required to enable the limitation of Paragraph 15.1(a) or 15.3(a) to be
satisfied, or, if it results in a lower reduction, to the extent required to
cause such Highly Compensated Participant's Actual Deferral Percentage to equal
the Actual Deferral Percentage of the Highly Compensated Participant with the
next highest Actual Deferral Percentage. This leveling procedure shall be
repeated until the limitations of Paragraph 15.1(a) or 15.3(a) are satisfied.
2.21 "Former Participant" shall mean a person whose active
participation in the VIP shall have terminated by reason of death, Disability,
retirement, transfer to an Affiliated Company or other affiliated entity that is
not an Employer, termination of employment, or any other reason, but who still
has a participating interest in the VIP.
2.22 "Fund" shall mean the Trust Fund held by the Trustee in accordance
with the Trust Agreement and, effective July 1, 1993, will consist of separate
Funds as herein described. The Company or the appropriate Named Fiduciary shall
have the authority, consistent with the terms of the Trust Agreement, to appoint
a designated investment manager (as defined in ERISA Section 3(38)), who shall
have the authority to invest and manage all or any part of the assets of the
Funds. To the extent the Trustee is directed
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7
by the Committee or a designated investment manager, the Trustee may invest and
reinvest in collective investment funds (as authorized by ERISA and any related
governmental regulations and rulings) maintained by the Trustee for the
investment of assets of employee benefit plans qualified under Section 401(a)
and exempt under Section 501(a) of the Code whereupon the instrument or
instruments establishing such collective investment funds, as amended from time
to time, shall constitute a part of this VIP with respect to any assets of the
VIP which are invested in such funds.
The Funds described herein also include: (1) amounts transferred
from the SIP which, upon such transfer, were invested in the Funds as directed
under such Plan by each affected Participant and (2) amounts transferred from
the Merged Plans (which, effective January 1, 1997, include the SIP), which upon
such transfer, were invested among the Funds as directed by each affected
Participant.
The Funds described herein include:
(a) "Viacom Inc. Stock Fund" consists of Viacom Inc. common stock
in Class B non-voting shares. The value of this fund is directly determined by
the market value of Viacom B shares.
(b) "Capital Research EuroPacific Growth Fund" invests in stocks
of companies outside the U.S. The Capital Research EuroPacific Growth Fund
presents a high level of risk.
(c) "Putnam Voyager Fund" holds a portfolio of common stocks of
companies which have potential for high capital growth. The fund is designed to
offer above-average risk with above-average earnings potential.
(d) "Putnam Investors Fund" invests in common stock of well-known,
medium-to-large companies that have been industry leaders. These investments
provide returns from dividends and capital appreciation over the long term. The
fund is designed to offer above-average investment risk and above-average
potential earnings.
(e) "Putnam Growth and Income Fund" invests primarily in common
stocks that offer potential for capital growth and current income. The fund is
designed to offer moderate risk with moderate potential returns.
(f) "George Putnam Fund" invests in a balanced portfolio of stocks
and bonds that seeks to produce capital growth and current income. These
investments are designed to offer moderate risk with moderate potential returns.
(g) "Putnam Income Fund" invests in corporate and government
bonds. This fund are designed to offer a lower level of risk with lower levels
of potential earnings.
(h) "Certus Interest Income Fund" seeks to preserve principal
while offering a competitive and predictable rate of return. This fund is
invested primarily in investment contracts issued and endorsed by insurance
companies and banks in which the interest rate is fixed for the term of the
contract.
2.23 "Highly Compensated Participant" shall include those Employees who
meet the definition of "Highly Compensated Employee" as determined under Section
414(q) of
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8
the Code and the regulations issued thereunder, as set forth herein. The term
"Highly Compensated Employee" includes "Highly Compensated Active Employees" and
"Highly Compensated Former Employees" and shall be determined as follows:
(a) Effective for Plan Years beginning before January 1, 1997:
(1) a "Highly Compensated Active Employee" means an Employee
of the Company or Affiliated Company who performs services for the
Company or Affiliated Company during the current Plan Year (the
"Determination Year") and who, during the preceding Plan Year (the
"Look-Back Year"), was an Employee who:
(i) received Compensation in excess of $75,000
(adjusted at the same time and in the same manner as under
Section 415(d) of the Code),
(ii) received Compensation in excess of $50,000
(adjusted at the same time and in the same manner as under
Section 415(d) of the Code) and was a member of the "Top-Paid
Group", or
(iii) was an Officer earning more than fifty percent
(50%) of the dollar limitation under Section 415(b)(1)(A) of
the Code.
(2) A "Highly Compensated Active Employee" also includes an
Employee described in the preceding sentence if
(i) the term "Determination Year" is substituted for
the term "Look-Back Year" and the Employee was one of the 100
Employees who earned the most Compensation during the
Determination Year, or
(ii) the Employee was at any time during the
Determination Year or the Look-Back Year a five percent (5%)
owner of the Employer as defined in Section 416(i)(1) of the
Code.
(b) Effective for Plan Years beginning on and after January 1,
1997, "Highly Compensated Active Employee" means an Employee described in Code
Section 414(q) and the regulations thereunder, who performs services for the
Company or an Affiliated Company during the Plan Year and is in one or more of
the following groups:
(1) Employees who at any time during the Determination Year or
the Look-Back Year were owners (as defined in Code Section 318) of more
than five percent of the outstanding stock of the Company or an
Affiliated Company, or stock possessing more than five percent of the
total combined voting power of all stock of the Company and its
Affiliated Companies.
(2) Employees who received Compensation during the Look-Back
Year in excess of $80,000 (adjusted for increases in the cost of living
at the same time and in the same manner permitted under Code Section
415(d)).
<PAGE>
9
The determination of "Highly Compensated Active Employee" may
be made by the Company or an Affiliated Company on the basis of the
"Top-Paid Group" election or the substantiation guidelines in
accordance with such regulations, notices or other guidance issued
under Code Section 414(q).
(c) The "Top-Paid Group" for any Determination Year or Look-Back Year
shall include all Employees who are in the top twenty percent (20%) of all
Employees on the basis of Compensation. For purposes of determining the number
of employees in the "Top-Paid Group," the following Employees are disregarded:
(1) Employees who have not completed six months of service by
the end of the year;
(2) Employees who normally work less than 17 1/2 hours per
week for the year;
(3) Employees who normally work during less than six months
during any year;
(4) Employees who have not attained age 21 by the end of such
year; and
(5) Employees who are nonresident aliens receiving no United
States source income within the meaning of Sections
861(a)(3) and 911(d)(2) of the Code.
(d) For Plan Years beginning before January 1, 1997, for purposes of
determining the number of Employees who will be considered "Officers," no more
than fifty (50) Employees (or, if less, the greater of three (3) Employees or
ten percent (10%) of the Employees), excluding those Employees who are excluded
for purposes of determining the Top-Paid Group under the preceding paragraph,
shall be treated as Officers. If for any year no Officer has earned more than
fifty percent (50%) of the dollar limitation under Section 415(b)(1)(A) of the
Code, the highest paid Officer of the Company or a member of the Controlled
Group shall be treated as having earned such amount.
(e) A "Highly Compensated Former Employee" means an Employee who
separated from service prior to the Determination Year, who performed no
services for an Employer during the Determination Year, and who was a Highly
Compensated Active Employee for either such Employee's separation year or any
Determination Year ending on or after the Employee's 55th birthday.
(f) For Plan Years beginning before January 1, 1997, if during a
Determination Year a Highly Compensated Participant is a five percent (5%) owner
or one of the ten (10) most Highly Compensated Participants on the basis of
Compensation paid during such Determination Year, then such Employee shall be
subject to the family aggregation requirements of Section 414(q)(6) of the Code,
and the Compensation and contributions paid to or on behalf of all family
members who are Employees shall be aggregated with and attributable to the
Highly Compensated Participant. For this purpose, family members shall include
the Highly Compensated Participant's spouse and lineal ascendants or descendants
and the spouse of such lineal ascendants or descendants.
<PAGE>
10
(g) For purposes of determining Highly Compensated Employees,
"Compensation" for a Determination Year or a Look-Back Year shall be determined
in the same manner as "Earnings" in Paragraph 2.15 of the VIP, increased by
pre-tax amounts described in Sections 125 and 402(e)(3) of the Code under plans
maintained by the Company or similar amounts under plans maintained by an
Affiliated Company.
(h) Notwithstanding the foregoing, the determination of Highly
Compensated Participants may be made under the calendar year calculation
election under the regulations issued pursuant to Code Section 414(q). In
accordance with such election, if it is made by the Committee or its designee,
each Look-Back Year calculation shall be based on the calendar year ending
within the applicable Determination Year. Such election shall apply to all other
plans maintained by an Affiliated Company. The Committee or its designee may
elect to apply the calendar year election for any Plan Year. Further, the
Committee or its designee may elect to apply such other rules for determining
Highly Compensated Employees, including substantiation guidelines, as issued
pursuant to Code Section 414(q).
2.24 "Hour of Service" shall mean each hour credited under Paragraph 4.2.
2.25 "Leased Employee" shall mean any person as defined in Section
414(n)(2) of the Code.
2.26 "Matchable Contributions" shall mean a Participant's Salary Reduction
Contributions which are made pursuant to Paragraphs 5.1 and 5.3, with respect to
which Matching Employer Contributions are made.
2.27 "Matching Employer Contributions" shall mean contributions made by
each Employer in accordance with Paragraph 5.7 and which are subject to the
limitations of Article XV.
2.28 "Merged Plans" shall mean the following plans merged into the VIP
effective January 1, 1996: (i) the Paramount Communications Inc. Employees'
Savings Plan, (ii) the Prentice Hall Computer Publishing Division Retirement
Plan, (iii) the Blockbuster Entertainment Retirement and Savings Plan, and (iv)
effective January 1, 1997, the SIP. Special provisions applicable to
Participants who were participants in the Merged Plans are set forth in Appendix
A.
2.29 "Parental Leave" shall mean, for purposes of determining Vesting
Service under Paragraph 4.3, a period in which the Employee is absent from work
immediately following his active employment because of the Employee's pregnancy,
the birth of the Employee's child or the placement of a child with the Employee
in connection with the adoption of that child by the Employee, or for purposes
of caring for that child for a period beginning immediately following that birth
or placement. Parental Leave shall include such periods of leave described in
the Family and Medical Leave Act of 1993 solely to the extent required
thereunder.
2.30 "Participant" shall mean an Employee who meets the eligibility
requirements set forth in Article III herein and who has on file with the
Company an authorization to withhold or reduce part of his Compensation as a
periodic contribution to the VIP. Such term shall, if the context shall permit,
include a Former Participant.
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11
2.31 "Payroll Period" shall mean the regular period (whether weekly or
biweekly or semimonthly or otherwise) on which Compensation payments are based.
2.32 "Plan Year" shall mean the twelve-month period which begins on each
January 1.
2.33 "Predecessor Company" shall mean (i) CBS, (ii) Viacom International
Inc., an Ohio Corporation (and its legal predecessors), (ii) Paramount
Communications Inc., (iii) Blockbuster Entertainment Inc., and (v) any other
organization which has been acquired by the Employer or an Affiliated Company.
For purposes of this Plan, CBS shall mean CBS Inc., a New York Corporation and
any subsidiary company related to CBS Inc. before June 4, 1971 that participated
in the CBS Employee Investment Fund.
2.34 "Qualified Nonelective Contributions" shall mean contributions that
are made pursuant to Paragraphs 15.1(d), 15.2(c), 15.3(d) and 15.4(c), meet the
requirements of Section 401(m)(4)(C) of the Code and the regulations issued
thereunder, and which are designated as a Qualified Nonelective Contribution for
purposes of satisfying the limitations of Paragraphs 15.1(a), 15.2(a), 15.3(a)
or 15.4(a). Qualified Nonelective Contributions shall be nonforfeitable when
made and are distributable only in accordance with the distribution and
withdrawal provisions that are applicable to Salary Reduction Contributions
under the VIP; provided, however, that Qualified Nonelective Contributions may
not be withdrawn on account of financial hardship. If any Qualified Nonelective
Contributions are made, the Company shall keep such records as necessary to
reflect the amount of such contributions made for purposes of satisfying the
limitations of Paragraphs 15.1(a), 15.2(a), 15.3(a) or 15.4(a). Qualified
Nonelective Contributions may be taken into account for purposes of the
limitations in Paragraphs 15.1(a), 15.2(a), 15.3(a) or 15.4(a) only if the
nondiscrimination and plan aggregation conditions described in Treasury
Regulation sections 1.401(m)-1(b)(5) and 1.401(k)-1(b)(5) and any other guidance
issued thereunder are satisfied.
2.35 "Rollover Contributions" shall mean contributions made by
Participants in accordance with Paragraph 5.12.
2.36 "Salary Reduction Contributions" shall mean pre-tax elective
contributions within the meaning of Section 401(k) of the Code and the
regulations thereunder made by Participants in accordance with Paragraph 5.3.
Salary Reduction Contributions are subject to the limitations of Article XV.
2.37 "Severance Date" shall mean the date upon which service is severed as
determined under Paragraphs 4.2 and 4.3.
2.38 "SIP" shall mean the Savings and Investment Plan for Employees of PVI
Transmission Inc. and Paramount (PDI) Distribution Inc. as in effect from
January 1, 1996 through December 31, 1996.
2.39 "Stock" shall mean any class of common or preferred stock of Viacom
Inc., a Delaware corporation; provided, however, that effective January 1, 1995,
Matching Employer Contributions made in Stock shall be made in shares of Class B
Viacom Inc. common stock.
<PAGE>
12
2.40 "Trust Agreement" shall mean the trust agreement by and among the
Employers and the Trustee, dated as of January 1, 1996, as the same may at any
time and from time to time be amended.
2.41 "Trustee" shall mean the Trustee acting under the Trust Agreement.
2.42 "Unmatched Contributions" shall mean Salary Reduction Contributions
and After-Tax Contributions made by Participants in accordance with Paragraphs
5.2 and 5.3, with respect to which Matching Employer Contributions are not made.
2.43 "Valuation Date" shall mean, effective January 1, 1996, any day on
which the American Stock Exchange or any successor to its business is open for
trading, or such other date as may be designated by the Committee.
2.44 "Vesting Service" shall mean an Employee's service, as determined
under Paragraph 4.3.
2.45 "VIP" shall mean the Viacom Investment Plan as described herein and
any amendment thereto.
2.46 "Year of Eligibility Service" shall mean the period of Service as
defined in Paragraph 4.2 which is used in determining an Employees' eligibility
to participate in the VIP.
2.47 "Year of Vesting Service" shall mean the period of Service, as
defined in Paragraph 4.3, which is used in determining an Employee's
nonforfeitable right to Matching Employer Contributions.
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13
ARTICLE III
ELIGIBILITY FOR PARTICIPATION
3.1 Eligibility:
(a)(i) Each Employee in the employ of an Employer on January 1,
1996 who was a Participant in the VIP or a Merged Plan (with the exception of
the SIP) on December 31, 1995 shall automatically continue to be a Participant
in the VIP as of January 1, 1996.
(ii) Each Employee in the employ of an Employer on January 1, 1997
who was a Participant in the SIP on December 31, 1996 shall automatically
continue to be a Participant in the VIP as of January 1, 1997.
(b)(i) Each other Full-Time Employee of an Employer will be
eligible to become a Participant on the first day of the month in which he
attains age 21 and completes one Year of Eligibility Service; provided that he
is employed by an Employer at such time and he satisfies the requirements of
Paragraph 3.2.
(ii) Each other Part-Time Employee of an Employer will be eligible
to become a Participant on the first day of the month following the month in
which she attains age 21 and completes one Year of Eligibility Service, provided
that he is employed by an Employer at such time and he satisfies the
requirements of Paragraph 3.2
(c) Notwithstanding the foregoing, the following persons are not
eligible to participate under the VIP: (i) any Employee who is a non-resident
alien of the United States, (ii) any Employee included in a group determined by
the Board not to be eligible for participation in the VIP, (iii) any Employee
included in a classification of hourly employees whose terms and conditions of
employment are subject to the provisions of a collective bargaining agreement,
unless the terms of the collective bargaining agreement provide for eligibility
for participation in the VIP, (iv) any Employee of a foreign Employer who is a
United States citizen, unless specifically determined by the Company to be
eligible for participation in the VIP, (v) a Leased Employee, and (vi) Employees
who do not receive payment for services directly from the Company's United
States payroll, employees of employment agencies which are not an Affiliated
Company, and persons whose services are rendered pursuant to written
arrangements which expressly recite that the service provider is not eligible
for participation in the Plan shall not be eligible to participate in the Plan.
(d) The preceding notwithstanding, any Full-Time Employee or
Part-Time Employee who has satisfied the applicable service requirements prior
to commencing employment with the Employer by reason of prior service credited
under Paragraph 4.1 will be eligible to become a Participant on the first day of
his employment with the Employer.
3.2 Method of Becoming a Participant: An eligible Employee may become a
Participant (or resume participation in accordance with Paragraph 5.5) by making
written application to participate in the VIP under the appropriate procedures
prescribed the Committee. An Employee's participation will become effective as
soon as is administratively practical following the date such election is
received by the Committee.
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14
3.3 Reemployed Participants: An Employee who was a Participant in the
VIP or who satisfied the requirements of Paragraph 3.1 but did not enroll under
Paragraph 3.2 and whose employment with an Employer has terminated but who
subsequently is reemployed shall again become a Participant or eligible to
become a Participant on the first date on which he is reemployed by an Employer,
satisfies the requirements of Paragraph 3.2 and, if such Employee is a Part-Time
Employee, completes an Hour of Service. A Part-Time Employee who did not satisfy
the requirements of Paragraph 3.1 and whose employment with an Employer has
terminated shall, after a one-year Break in Service, be treated as a newly-hired
Employee upon his reemployment by an Employer. A Part-Time Employee who did not
satisfy the requirements of Paragraph 3.1 and whose employment with an Employer
has terminated shall, if he is rehired before the end of a one-year Break in
Service, be eligible to become a Participant in accordance with Paragraphs 3.1
and 3.2, with his Hours of Service being measured from his original date of
hire. If a Full-Time Employee's Eligibility Service is severed prior to the
completion of a Year of Eligibility Service, his period of Eligibility Service
prior to severance shall be aggregated with his period of Eligibility Service
subsequent to reemployment. If a Full-Time Employee's Eligibility Service is
severed prior to the completion of a Year of Eligibility Service but he is
reemployed within the 12 consecutive month period commencing on his Severance
Date, the period of severance shall constitute Eligibility Service. In all such
cases, Vesting Service for periods after reemployment shall be determined in
accordance with the provisions of the Plan in effect during such reemployment.
3.4 Events Affecting Participation. If a Participant is transferred to
employment with an Affiliated Company, or any other business affiliated with the
Company, that is not participating in the VIP, or is transferred to a
classification of employment with the Company or an Affiliated Company that
makes him ineligible to participate under Paragraph 3.1(c), his active
participation under the VIP shall be suspended. During the period of his
employment in such ineligible position, he shall not be eligible to have
allocated to his account any contributions made under Paragraphs 5.1, 5.2, or
5.7.
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15
ARTICLE IV
SERVICE
4.1 Companies For Whom Credited. Except as otherwise provided, Service
with respect to any Employee shall mean periods of employment with the Company,
an Affiliated Company (on or after the date of affiliation unless determined
otherwise by the Committee), and any predecessor corporation of an Employer, or
a corporation merged, consolidated or liquidated into the Employer or a
predecessor of the Employer, or a corporation, substantially all of the assets
of which have been acquired by the Employer, if the Employer maintains a plan of
such a predecessor corporation or corporation whose assets were acquired. If the
Employer does not maintain a plan maintained by such a predecessor, periods of
employment with such a predecessor shall be credited as Service only to the
extent required under regulations prescribed by the Secretary of the Treasury
pursuant to Section 414(a)(2) of the Code. Notwithstanding anything to the
contrary herein, an Employee's periods of employment with PVI Transmission Inc.
and its Subsidiaries and Paramount (PDI) Distribution Inc., including periods of
employment prior to January 1, 1997, shall be credited under the VIP for
purposes of determining an Employee's eligibility and vesting, subject to
applicable limitations herein. Effective January 1, 1997, any Employee who, on
the date immediately preceding the date on which such individual became an
Employee, was an employee of Spelling Entertainment Group Inc. ("Spelling") and
who is an Employee on or after January 1, 1997, shall be credited with
Eligibility Service and Vesting Service for such Employee's period of employment
with Spelling (including periods of employment prior to January 1, 1997).
In all events, periods recognized in a Merged Plan on behalf of a
Participant shall be recognized as Eligibility Service and as Vesting Service,
as appropriate, under the VIP on behalf of such Participant and in no event will
a Participant be credited with less Eligibility Service or Vesting Service under
the VIP than the service with which the Participant was credited under the terms
of the Merged Plan on December 31, 1995 (or, in the case of the SIP, December
31, 1996).
4.2 Year of Eligibility Service:
(a) Full-Time Employees: Effective January 1, 1996, a Full-Time
Employee's Eligibility Service shall be measured in years and days (with each
consecutive 365 days of Service being equivalent to one Year of Eligibility
Service) from the date on which employment commences with the Company or an
Affiliated Company (including periods of employment credited pursuant to
Paragraph 4.1) to the Employee's Severance Date. Except as provided in Paragraph
4.1 or Appendix A, for Employees who were employed by the Company or an
Affiliated Company prior to January 1, 1996, Eligibility Service shall be equal
to the sum of (1) the Employee's Eligibility Service as of December 31, 1995,
determined under the provisions of the Plan as then in effect, plus (2) the
Employee's Eligibility Service under this Paragraph 4.2(a), determined as if the
Employee's date of hire were January 1, 1996. Eligibility Service shall include,
by way of illustration but not by way of limitation, the following periods:
(i) Any leave of absence from employment which is authorized
by the Company, by an Affiliated Company or predecessor, or other employer
described in Paragraph 4.1; and
<PAGE>
16
(ii) Any period of military service in the Armed Forces of the
United States required to be credited by law; provided, however, that the
Employee returns to the employment of the Company, Affiliated Company or
predecessor or other employer described in Paragraph 4.1 within the period his
or her reemployment rights are protected by law.
Fractional years shall be disregarded; provided, however, that all
Years of Eligibility Service prior to and subsequent to any period of severance
shall be aggregated. Notwithstanding the foregoing, if an Employee's service is
severed but he is reemployed within the 12 consecutive month period commencing
on his Severance Date, the period of severance shall constitute Eligibility
Service.
A Full-Time Employee's "Severance Date" means the earlier of the
date on which he resigns, retires, is discharged or dies, or the first
anniversary of the date on which he is first absent from service, with or
without pay, for any other reason such as vacation, sickness, disability, or
leave of absence; provided, however, that if a Full-Time Employee is absent
beyond such first anniversary date by reason of Parental Leave, his Severance
Date shall be the second anniversary of the first date of such absence. The
twelve-month period beginning on the first anniversary of the first date of such
absence and ending on the second anniversary of such absence shall be a year of
absence and shall not be credited to the Full-Time Employee as a Year of Vesting
Service nor as a period of severance under the VIP. A one-year period of
severance shall occur if a Full-Time Employee's employment is severed and the
Full-Time Employee is not reemployed within the 12 consecutive month period
commencing on his Severance Date.
(b) Part-Time Employees A Part-Time Employee shall complete a Year
of Eligibility Service if he completes at least 1,000 Hours of Service during
the twelve consecutive month period beginning with the date the Part-Time
Employee commences employment or re-employment with the Company or an Affiliated
Company or during the Plan Year commencing within such twelve-month period or
any Plan Year thereafter. No Eligibility Service is counted for any computation
period in which an Employee completes less than 1,000 Hours of Service. For
purposes of applying Paragraph 3.3 to any Part-Time Employee, a one-year Break
in Service shall occur if an Employee completes less than 501 Hours of Service
in any computation period. An "Hour of Service" means, with respect to any
applicable computation period, the number of hours recorded on the Employee's
time sheets or other records used by the Employer to record an Employee's time
for which he is directly or indirectly compensated by an Employer or the number
of hours for which the Employee is directly or indirectly compensated by an
Affiliated Company, an other affiliated entity or a Predecessor Company if such
Predecessor Company maintained a qualified plan which is continued by an
Employer, but only if such service with an Affiliated or Predecessor Company or
other affiliated entity otherwise meets the requirements of this section and
only to the extent the Board of Directors by resolution specifically so
determines, consistent with regulations adopted by the Secretary of the
Treasury; provided that seven hours shall be credited for each calendar day
which is a scheduled workday for the Employer, Affiliated Company, Predecessor
Company or other affiliated entity, up to a total of 501 Hours of Service on
account of any single continuous period during which the Employee performs no
duties and for which the Employee is on:
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17
(i) an unpaid leave approved by the Employer, including a
personal leave of absence, vacation leave, sick leave or disability leave
approved by the Employer, provided he returns to Employment upon the expiration
of such leave,
(ii) unpaid jury duty, or
(iii) unpaid military leave of absence in the Armed Forces of
the United States arising from a compulsory military service law or a declared
national emergency and as may be approved by the Board, provided the Employee
returns to the employment of the Employer within 90 days (or such longer period
as may be provided by law for the protection of re-employment rights) after his
discharge or release from active military duty.
The term Hour of Service shall also include each hour
for which back pay, irrespective of mitigation of damages, has been awarded or
agreed by an Employer. Such Hours of Service shall be credited to the Employee
for the Plan Year or Years to which the award pertains.
Hours of Service as defined above shall be computed and
credited in accordance with paragraphs (b) and (c) of section 2530.200b-2 of the
Department of Labor Regulations.
4.3 Year of Vesting Service:
Effective January 1, 1996, a Full-Time or Part-Time Employee's
Vesting Service shall be measured in years and days (with each consecutive 365
days of Service being equivalent to one Year of Vesting Service) from the date
on which employment commences with the Company or an Affiliated Company
(including periods of employment credited pursuant to Paragraph 4.1) to the
Employee's Severance Date. Except as provided in Paragraph 4.1 or Appendix A,
for Employees who were employed by the Company or an Affiliated Company prior to
January 1, 1996, Vesting Service shall be equal to the sum of (1) the Employee's
Vesting Service as of December 31, 1995, determined under the provisions of the
Plan as then in effect, plus (2) the Employee's Vesting Service under this
Paragraph 4.2(a), determined as if the Employee's date of hire were January 1,
1996. Vesting Service shall include, by way of illustration but not by way of
limitation, the following periods:
(a) Any leave of absence from employment which is authorized by the
Company, by an Affiliated Company or predecessor, or other employer described in
Paragraph 4.1; and
(b) Any period of military service in the Armed Forces of the
United States required to be credited by law; provided, however, that the
Employee returns to the employment of the Company, Affiliated Company or
predecessor or other employer described in Paragraph 4.1 within the period his
or her reemployment rights are protected by law.
Fractional years shall be disregarded; provided, however, that all
Years of Vesting Service prior to and subsequent to any period of severance
shall be aggregated. Notwithstanding the foregoing, if an Employee's Vesting
Service is severed but he is reemployed within the 12 consecutive month period
commencing on his Severance Date, the period of severance shall constitute
Vesting Service.
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An Employee's "Severance Date" means the earlier of the date on
which he resigns, retires, is discharged or dies, or the first anniversary of
the date on which he is first absent from service, with or without pay, for any
other reason such as vacation, sickness, disability, or leave of absence;
provided, however, that if an Employee is absent beyond such first anniversary
date by reason of Parental Leave, his Severance Date shall be the second
anniversary of the first date of such absence. The twelve-month period beginning
on the first anniversary of the first date of such absence and ending on the
second anniversary of such absence shall be a year of absence and shall not be
credited to the Employee as a Year of Vesting Service nor as a period of
severance under the VIP. A one-year period of severance shall occur if an
Employee's employment is severed and the Employee is not reemployed within the
12 consecutive month period commencing on his Severance Date.
4.4 Additional Service Credit:
The Committee, in its sole discretion, may provide additional
credit for purposes of determining Eligibility Service or Vesting Service, for
periods not required to be credited under this Article IV.
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19
ARTICLE V
CONTRIBUTIONS
5.1 Matchable Contributions:
(a) A Participant's Matchable Contributions shall mean those
contributions made by his Employer as Salary Reduction Contributions (including
any Salary Reduction Contributions which are recharacterized pursuant to
Paragraph 15.1(c) or 15.3(c)), which may be in an amount equal to a stated whole
percentage, as indicated in 5.1(b) below, of his Compensation, subject to
Paragraph 5.14.
(b) The amount of a Participant's Salary Reduction Contribution
that is eligible to be Matchable Contributions, as a stated whole percentage of
Compensation, is determined as a percentage of Prior Year Base Pay (as defined
in subparagraph (c)) according to the following:
Prior Year Base Pay Matchable Contribution
------------------- ----------------------
Up to $65,000 1% to 6%
More than $65,000 1% to 5%
(c) Solely for purposes of 5.1(b) above, a Participant's Prior Year
Base Pay shall be determined as follows:
(i) For Employees who were Participants in the VIP or a Merged Plan
on or prior to January 1, 1996, Prior Year Base Pay shall equal:
(A) For the 1996 Plan Year, the Participant's annual rate of
base pay as of August 1, 1995, or, if later, as of the date the Participant
first became an Employee of an Employer.
(B) For Plan Years following 1996, the Participant's annual rate
of base pay as of October 1 of the preceding year.
(ii) For Employees who become Participants after January 1, 1996
and prior to October 1 of a Plan Year, the Participant's annual rate of base pay
as of October 1 of the preceding Plan Year, or if later, the date the
Participant first became an Employee of an Employer.
(iii) For Employees who become Participants after January 1, 1996
and on or after October 1 of a Plan Year:
(A) For the initial Plan Year of participation, the
Participant's annual rate of base pay as of the date the Participant became an
Employee of an Employer or, if later, October 1 of the preceding Plan Year.
(B) For each subsequent Plan Year, the Participants' annual rate
of base pay as of October 1 of the preceding Plan Year.
5.2 Unmatched Contributions: A Participant's Unmatched Contributions
shall mean (i) those contributions in excess of Matchable Contributions made by
his Employer
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20
as Salary Reduction Contributions, that may be in an amount equal to a stated
whole percentage that, when added to such Matchable Contributions, does not
exceed 15% of his Compensation, and (ii) those contributions made by the
Employee as After-Tax Contributions, that may be in an amount equal to a stated
whole percentage from 1% to 15%, inclusively, of his Compensation.
Notwithstanding the foregoing, in no event shall the contributions made under
this Paragraph 5.2(i) and 5.2(ii), when added to the Participant's Matchable
Contributions made under Paragraph 5.1, exceed 15% of the Participant's
Compensation, subject to Paragraph 5.14.
5.3 Election of Salary Reduction and After-Tax Contributions: Subject
to Paragraphs 5.1 and 5.2, each Participant may authorize (pursuant to
procedures prescribed by the Committee) his Employer to contribute Salary
Reduction Contributions to the VIP on his behalf by payroll deduction, for each
Payroll Period within an Accounting Period, which shall be designated as
Matchable Contributions to the extent of the first 5% or 6%, whichever is
applicable of his Compensation and which shall be designated as Unmatched
Contributions to the extent such amounts exceed 5% or 6%, whichever is
applicable, of his Compensation for such Plan Year. Each Participant may, in
addition to Salary Reduction Contributions, make an election (pursuant to
procedures prescribed by the Committee) to contribute After-Tax Contributions to
the VIP by means of payroll deduction for each Payroll Period in an Accounting
Period. Such elections will be effective for the first Payroll Period next
following the date the election is received by the Committee.
5.4 Change in Amount or Form of Contributions: The percentage of
Compensation designated by the Participant as his Salary Reduction Contributions
or After-Tax Contributions will continue in effect, notwithstanding any change
in his Compensation, until he elects to change such percentage. A Participant,
by making an election in the manner approved by the Committee (including changes
made by telephonic instruction as prescribed by the Committee) may change the
foregoing percentages at any time in the Plan Year, subject to the limitations
herein. Any such change, including a complete suspension, will become effective
as of the first Payroll Period practicable following the date such election is
processed, and provided, further, that if a Participant's Salary Reduction
Contributions or After-Tax contributions are reduced in accordance with
Paragraph 15.1(b), 15.2(b), 15.3(b) or 15.4(b), such a reduction will become
effective as of the first Payroll Period practicable which begins after the date
such reduction is determined by the Committee. A Participant may not make a
subsequent change in the amount or form of his or her contributions until 30
days have passed since the prior change.
5.5 Suspension of Contributions: If a Participant elects to suspend his
or her Matchable Contributions to the VIP in accordance with Paragraph 5.4, all
Matching Employer Contributions to the Participant's Account will also be
suspended.
5.6 Cessation of Contributions: After-Tax Contributions and Salary
Reduction Contributions of a Participant will cease to be effective with the
Payroll Period that ends immediately prior to or coincident with:
(a) the Participant's transfer to (i) an Affiliated Company which
is not an Employer, (ii) PVI Transmission Inc. or Paramount (PDI) Distribution
Inc. prior to January 1, 1997, (iii) Spelling Entertainment Group Inc. or (iv)
such other entity with which the Employer has an affiliation and that is
designated by the Committee in its discretion, in
<PAGE>
21
which case the Participant's contributions shall be involuntarily suspended for
the duration of his employment with such Affiliated Company or entity; if such
an employee again becomes an eligible Employee and elects to become a
Participant, he must follow the procedure outlined in Paragraph 3.2.
(b) the Participant's termination of employment for any reason
including retirement, death or Disability.
(c) the Participant's withdrawal of amounts pursuant to Paragraph
8.1(e), but only to the extent required by such Paragraph.
5.7 Matching Employer Contributions: During each Accounting Period, and
subject to Paragraph 5.14, each Employer will contribute an amount equal to 50%
of the Matchable Contributions to the VIP made during such Accounting Period on
behalf of a Participant of such Employer. Such contributions shall not be
limited by the current or accumulated profits of the Employers. In accordance
with Paragraph 15.2(c) and 15.4(c), additional Matching Employer Contributions
may be made in order to comply with the requirements of Paragraph 15.2(a) or
15.4(a).
5.8 Remittance of Contributions to Trustee: Amounts deducted from
payroll as After-Tax Contributions and Salary Reduction Contributions will be
remitted to the Trustee as soon as such contributions can reasonably be
segregated from the Employer's general assets but no later than the last day
required by the Code and ERISA. Such amounts shall be credited to the Accounts
of the respective Participants in accordance with such Participants' investment
elections.
5.9 Remittance of Matching Employer Contributions to Trustee: Matching
Employer Contributions will be made in cash or in Stock, as determined by the
Board, and as may be permitted by the terms of the Trust Agreement. Amounts
contributed by the Employer will be remitted to the Trustee as soon as
practicable after the end of a Payroll Period and the Trustee shall purchase
Stock with the amounts so paid to it, and credit such amounts to the Viacom
Stock Fund. The Committee shall credit such Stock to the Accounts of the
respective Participants whose contributions are so paid to the Trustee.
5.10 Refund of Matching Employer Contributions: All Matching Employer
Contributions are hereby conditioned on them being allowed as a deduction for
federal income tax purposes by the Employer. A Matching Employer Contribution
shall be, as determined by the Committee, refunded to the Employer, used to
reduce future Matching Employer Contributions or used to defray administrative
expenses, if such contribution:
(a) was made by a mistake of fact; or
(b) was made conditioned upon the contribution being allowed as a
deduction for federal income tax purposes and such deduction is disallowed,
including any advance determination of disallowance pursuant to any guidance
issued by the Internal Revenue Service.
The permissible refund under (a) must be made within one year from the
date the contribution was made to the VIP, and under (b) must be made within one
year from the date of disallowance of the tax deduction.
<PAGE>
22
5.11 Additional Employer Contributions: If, with respect to any Plan
Year, any Participant's Account is not credited with the amounts of Matchable
Contributions, Unmatched Contributions, Matching Employer Contributions,
Qualified Nonelective Contributions, if any, or earnings on any such
contributions to which such Participant is entitled under the VIP, or if an
error is made with respect to the investment of the assets of the Fund which
error results in an error in the amount credited to a Participant's Account, and
such failure is due to administrative error in determining or allocating the
proper amount of such contributions or earnings, the Employer may make
additional contributions to the Account of any affected Participant to place the
affected Participant's Account in the position that would have existed if the
error had not been made.
5.12 Rollover Contributions:
(a) A Participant may, with the approval of the Committee, make a
Rollover Contribution. A Full-Time Employee who has not completed the
eligibility requirements in Article III of the VIP may participate in the VIP
solely for purposes of the rollover contribution provisions hereunder. The
Trustee shall credit the amount of any Rollover Contribution to the
Participant's Account, in accordance with the Participant's designation, as of
the date the Rollover Contribution is made.
(b) The term Rollover Contribution means the contribution of an
"eligible rollover distribution" to the Trustee by the Employee on or before the
sixtieth (60th) day immediately following the day the contributing Employee
receives the "eligible rollover distribution" or a contribution of an "eligible
rollover distribution" to the Trustee by the Employee or the trustee of another
"eligible retirement plan" (as defined in Section 402(c)(8)(B) of the Code) in
the form of a direct transfer under Section 401(a)(31) of the Code.
(c) The term "eligible rollover distribution" means:
(i) part or all of a distribution to the Employee from an
individual retirement account or individual retirement annuity (as defined in
Section 408 of the Code) maintained for the benefit of the Employee making the
Rollover Contribution, the funds of which are solely attributable to an eligible
rollover distribution from an employee plan and trust described in Section
401(a) of the Code which is exempt from tax under Section 501(a) of the Code, (a
"conduit IRA"); or
(ii) part or all of the amount (other than nondeductible
employee contributions) received by such Employee or distributed directly to
this VIP on such Employee's behalf from an employee plan and trust described in
Code Section 401(a) which is exempt from tax under Code Section 501(a).
In all events, such amount shall constitute an "eligible rollover
distribution" only if such amount qualifies as such under Code Section 402(c)
and the regulations and other guidance thereunder and is a distribution of all
or any portion of the balance to the credit of the Employee from the
distributing plan or conduit IRA other than any distribution: (1) that is one of
a series of substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the distributee or for a
specified period of ten years or more; (2) to the extent such distribution is
required under Code Section 401(a)(9); (3) to the extent such distribution is
not includible in gross
<PAGE>
23
income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities); or (4) that is made to a
non-spouse beneficiary.
(d) Once accepted by the Trust, an amount rolled over pursuant to
this Paragraph 5.12 shall be credited to the Participant's Accounts, and
invested in the Funds (other than the Viacom Inc. Stock Fund) in accordance with
the Participant's directions for such amounts. Thereafter, such rolled over
amounts shall be administered and invested in accordance with Articles VI and
VII and subject to the distribution provisions set forth in Articles VIII, X and
XI. The limitations of Article XV shall not apply to Rollover Contributions. All
Rollover Contributions shall be made in cash and shall be fully vested. No
Matching Employer Contributions shall be made with respect to Rollover
Contributions.
5.13 Transfers of Assets to or from the Savings and Investment Plan for
Employees of PVI Transmission Inc. and Paramount (PDI) Distribution Inc. (the
"SIP"):
(a) Effective for periods prior to January 1, 1997, if an Employee
transfers from employment with PVI Transmission Inc. or any of its subsidiaries
("PVI") or from employment with Paramount (PDI) Distribution Inc. ("PDI") to
employment with an Employer and becomes a Participant hereunder, the VIP, if so
directed by the Committee or its designee, will accept a direct transfer from
the SIP the entire amount thereunder due a Participant as a participant in that
plan. Prior to the transfer of such amounts to the VIP, the affected
Participants shall elect, pursuant to such rules that the Committee or its
designee shall prescribe, to have such transferred amounts allocated to the
Funds. Transferred amounts which are attributable to matching employer
contributions under the SIP shall be allocated to the Viacom Inc. Stock Fund.
Upon all such transfers, the assets transferred shall retain their character and
be treated under the VIP as Salary Reduction Contributions, After-Tax
Contributions, or Matching Employer Contributions.
(b) Effective for periods prior to January 1, 1997, if an Employee
transfers from employment with an Employer to employment with PVI or PDI and
becomes a Participant under the SIP, the VIP, if so directed by the Committee or
its designee, will transfer the assets allocated to such Participant's Accounts
hereunder to the trustee of the SIP. Upon all such transfers, the assets
transferred shall retain their character and be treated under the SIP as Salary
Reduction Contributions, After-Tax Contributions, or Matching Employer
Contributions.
(c) Effective January 1, 1997, the SIP, and all assets and
liabilities thereunder, was merged with and into the Plan.
5.14 Limitation on Contributions: Notwithstanding any other provisions
of the VIP to the contrary, in no event may the contributions made to the VIP by
or on behalf of any Participant in any Plan Year exceed the percentage elected
under Paragraphs 5.1 and 5.2, and the percentage determined under Paragraph 5.7,
multiplied by the Participant's Compensation not in excess of the annual
compensation limitation in effect under Section 401(a)(17) of the Code, as
adjusted by the Internal Revenue Service for increases in the cost of living in
accordance with Section 401(a)(17) of the Code and the regulations and other
guidance issued thereunder. For Plan Years beginning prior to January 1, 1997,
in determining a Participant's Compensation for this purpose, the family
aggregation rules of Section 414(q) of the Code shall apply, except that in
applying such rules, the term "family" shall include only the spouse of the
Participant and any lineal descendants of the Participant who have not attained
age 19 before the close of the Plan Year. If any Plan Year consists of fewer
than twelve months, the foregoing Section 401(a)(17) limit will be multiplied by
a fraction, the numerator of which is the number of months in the Plan Year, and
the denominator of which is twelve.
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24
ARTICLE VI
PARTICIPANT ACCOUNTS
6.1 Valuation of Assets: As of each Valuation Date, the Trustee will
determine the total fair market value of all assets then held by it in each
Fund. Notwithstanding any other provision of the VIP, to the extent that
Participants' Accounts are invested in mutual funds or other assets for which
daily pricing is available ("Daily Pricing Media"), all amounts contributed to
the Fund will be invested at the time of the actual receipt by the Daily Pricing
Media, and the balance of each Account shall reflect the results of such daily
pricing from the time of actual receipt until the time of distribution.
Investment elections and changes pursuant to Article VII shall be effective upon
receipt by the Daily Pricing Media. The provisions of Paragraphs 6.2 and 6.3
shall apply only to the extent, if any, that assets of the Fund are not invested
in Daily Pricing Media.
6.2 Credits to Participant Accounts: Each Participant's Account will be
credited with all contributions made by him or on his behalf as well as amounts
transferred to the VIP on his behalf. Except as provided in Paragraph 6.1, the
Accounts of each Participant will also be credited, as of each Valuation Date,
with the Participant's share of the net investment income and any realized and
unrealized capital gains of the Funds that occurred since the last Valuation
Date. Such Participant's share of such income will be that portion of the total
net investment income and capital gains of each such Fund which bears the same
ratio to such total as the balance of his Participant Accounts attributable to
each such Fund on the preceding Valuation Date bears to the aggregate of the
balances of all Participant Accounts attributable to each such Fund as of the
preceding Valuation Date.
6.3 Debits of Participant Accounts: The Accounts of each Participant
will be debited with the amount of any withdrawal made by him pursuant to
Article VIII, and with the amount of any distribution made to him or on his
behalf pursuant to Articles X and XI. The Accounts of each such Participant will
also be debited, as of each Valuation Date, with the Participant's share of any
realized and unrealized losses, including capital losses, of the Funds that
occurred since the last Valuation Date. The Participant's share of any realized
and unrealized losses, including capital losses, will be that portion of the
total realized and unrealized losses of each such Fund which bear the same ratio
to such total as the balance of his Participant Account attributable to each
such Fund on the preceding Valuation Date bears to the aggregate of the balances
of all Participant Accounts attributable to each such Fund as of the preceding
Valuation Date.
6.4 Statement of Participant Accounts: As soon as practicable after the
completion of a Plan Year or as often as the Committee shall direct, an
individual statement will be issued to each Participant showing the value of his
Accounts in the Funds, and the outstanding balance due his Loan Subaccount.
<PAGE>
25
ARTICLE VII
INVESTMENT OF CONTRIBUTIONS
7.1 Investment of Salary Reduction Contributions and After-Tax
Contributions: Each Participant will direct, at the time he elects to become a
Participant under the VIP, that his Salary Reduction Contributions, his
After-Tax Contributions, and his Rollover Contributions, if any, be invested in
multiples of 5% in any of the Funds. After a Participant's initial investment of
Rollover Contributions, such amounts shall be treated as Salary Reduction
Contributions for investment purposes.
7.2 Investment of Matching Employer Contributions: Matching Employer
Contributions will be invested in the Viacom Inc. Stock Fund.
7.3 Change in Investment Election for Current Contributions: Any change
in the Participant's initial investment election under Paragraph 7.1 as to his
future Salary Reduction Contributions and After-Tax Contributions shall be made
in such manner as determined by the Committee (including changes made by
telephonic instructions under terms prescribed by the Committee) and within the
limits of Paragraph 7.1, and shall be effective as soon as administratively
practicable following the date on which the new election is received by the
Trustee.
7.4 Change in Investment Election for Prior Contributions:
A Participant may change his investment election as to his prior Salary
Reduction Contributions and After-Tax Contributions, in such manner as
determined by the Committee (including changes made by telephonic instructions
under terms prescribed by the Committee), to be effective as soon as
administratively practicable following the date on which the new election is
processed.
7.5 Special Investment Elections: The Committee may authorize
Participants to change their investment elections at times other than those
specified in Paragraphs 7.3 and 7.4 if the Committee, in its discretion, deems
such changes necessary or desirable. In the event the Committee authorizes such
changes, it shall prescribe non-discriminatory rules with respect to the timing
and effect of such elections.
7.6 Special January 1, 1996 Investment Elections: In connection with
the change in the VIP's Investment Funds effective January 1, 1996, each
Participant shall file an election designating the new Funds in which the
portion of his Accounts attributable to his Salary Reduction Contributions,
After-Tax Contributions and earnings thereon, determined as of December 31,
1995, shall be invested. Any changes in Investment Funds elected on such forms
prescribed by the Committee will be effective as soon as practicable following
completion of the conversion to the new Funds. Until the time that such Special
January 1, 1996 election is effective, or if a Participant fails to file an
election as to his Accounts attributable to his Salary Reduction Contributions,
After-Tax Contributions and earnings thereon, determined as of December 31,
1995, such amounts previously designated for investment in funds available under
this Plan or the Merged Plans or the SIP prior to January 1, 1996 shall be
invested as indicated in Appendix C. The special January 1, 1996 election filed
under this Paragraph 7.6 shall apply solely to each Participant's Accounts
attributable to Salary Reduction Contributions, After-Tax Contributions and
earnings thereon determined as of December 31, 1995, and shall continue in
effect until changed by the Participant pursuant to Paragraph 7.4.
<PAGE>
26
7.7 Fiduciary Responsibility for Investments: The VIP is intended to
constitute a plan described in ERISA Section 404(c). To the extent permitted
under ERISA, the Trustee, Committee, and all other VIP fiduciaries are relieved
of liability for any losses that are the direct and necessary result of all
investment instructions given by a Participant or Beneficiary. The Committee
and, in accordance with any appropriate direction from the Committee, the
Trustee or their designees shall provide information to Participants consistent
with ERISA Section 404(c) and the regulations and other guidance issued
thereunder.
<PAGE>
27
ARTICLE VIII
WITHDRAWALS DURING EMPLOYMENT
8.1 Withdrawals of Salary Reduction Contributions, After-Tax
Contributions, Matching Employer Contributions, Transferred Amounts, and
Rollover Contributions:
A Participant who has not terminated employment may elect to
withdraw amounts attributable to Salary Reduction Contributions, After-Tax
Contributions, Matching Employer Contributions, Rollover Contributions and
certain amounts transferred to the VIP, including amounts transferred into the
VIP from the Merged Plans , and earnings thereon, less the amount of any
outstanding loan, in accordance with the provisions of this Article VIII, and
according to the order in which subparagraphs (a) through (e) are presented, as
the amounts described in each successive subparagraph are exhausted. The minimum
amount for any single withdrawal is $500.
(a) Withdrawals of After-Tax Contributions:
A Participant may elect once each Plan Year to withdraw up to
100% of his Account attributable to After-Tax Contributions (but
excluding any Salary Reduction Contributions which are recharacterized
as After-Tax Contributions pursuant to Paragraph 15.1(c) or 15.3(c))
and the earnings thereon. Any such withdrawals shall be made in the
following order, as the amounts described in each successive
subparagraph are exhausted:
(i) An amount equal to all or part of the
Participant's before-1987 After-Tax Contributions to the
extent required to exhaust such amounts; provided, however,
that if the value of all amounts attributable to After-Tax
Contributions plus earnings thereon is less than the net
amount of before-1987 After-Tax Contributions, no more than
such value may be withdrawn.
(ii) An amount equal to all or part of the
Participant's post-1986 After-Tax Contributions, and a pro
rata portion of the earnings on such after-1986 After-Tax
Contributions to the extent required to exhaust such amounts,
but no more than the current value of all After-Tax
Contributions in the event such value is less than the net
amount of such post-1986 After-Tax Contributions.
(iii) An amount equal to all or part of the earnings
on the Participant's before-1987 After-Tax Contributions to
the extent required to exhaust such amounts.
(b) Withdrawals of Transferred Amounts or Rollover Contributions:
(i) A Participant who has had amounts transferred to
the VIP from the Viacom Employee Stock Ownership Plan, may
elect once each Plan Year to withdraw such transferred amounts
and the earnings thereon.
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28
(ii) A Participant who has made Rollover
Contributions to the VIP may elect once each Plan Year to
withdraw up to 100% of such Rollover Contributions and
earnings thereon.
(c) Withdrawals of Matching Employer Contributions:
(i) A Participant who has participated in the VIP for
at least 5 years may elect once each Plan Year to withdraw up
to 100% of is Matching Employer Contributions and the earnings
thereon.
(ii) A Participant who has participated in the VIP
for less than 5 years may elect once each Plan Year to
withdraw up to 100% of the Matching Employer Contributions to
the extent vested pursuant to Paragraph 10.2 which were
remitted to the Trustee at least 2 years previously, and the
earnings thereon.
(iii) In addition to the withdrawals permitted
pursuant to subparagraphs (i) and (ii) above, a Participant
may elect once each Plan Year to withdraw up to 100% of the
vested portion of his Matching Employer Contributions to the
extent necessary to satisfy a financial hardship, as defined
in Paragraph 8.1(e); provided that no suspension of Salary
Reduction and After-Tax Contributions in Paragraph 8.1(e)
shall apply.
(iv) If a Participant who is less than 100% vested in
his or her Matching Employer Contributions receives a
withdrawal of Matching Employer Contributions pursuant to this
Paragraph 8.1(c), then until such time as the Participant
incurs a period of five consecutive one year Breaks in Service
or receives a distribution of his or her entire vested Account
Balance after termination of employment, the vested portion of
the Participant's Account Balance at any point in time
following the withdrawal shall be equal to the amount
determined under the formula P (AB+D) - D, where P is the
Participant's vested percentage at such time, AB is the
Participant's Account Balance at such time, and D is the
amount of all withdrawals of Matching Employer Contributions
previously received by the Participant.
(d) Withdrawals of Salary Reduction Contributions after attainment of
age 59 1/2:
A Participant who has attained age 59 1/2 may elect once each
Plan Year to withdraw up to 100% of the Salary Reduction Contributions
made to the VIP on his behalf (including recharacterized Salary
Reduction Contributions and Qualified Nonelective Contributions treated
as Salary Reduction Contributions, if any), and the earnings thereon.
(e) Withdrawals of Salary Reduction Contributions on account of
financial hardship:
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29
Upon submission of satisfactory evidence by a Participant of a
financial hardship, as defined in this Paragraph, the Committee may
direct distribution of part or all of the value of such Participant's
Salary Reduction Contributions, and earnings thereon, but only to the
extent required to relieve such financial hardship, taking into account
such additional amounts necessary to pay any federal, state, or local
income taxes or penalties reasonably anticipated to result from the
distribution. No such withdrawal shall be permitted unless the
Participant has previously or concurrently withdrawn all amounts
otherwise available to him under this Paragraph 8.1. In no event may
the Committee direct that such a withdrawal be made to the extent the
financial hardship may be relieved from other resources that are
reasonably available to the Participant.
A Participant shall be deemed to have no other resources
reasonably available if: (i) the Participant has obtained all
withdrawals and distributions currently available to the Participant
under the VIP and all other qualified defined contribution plans
maintained by the Company or an Affiliated Company; (ii) the
Participant has obtained all nontaxable loans reasonably available
under the VIP and all other qualified defined contribution plans
maintained by the Company or an Affiliated Company, to the extent
taking such loan would alleviate the immediate and heavy financial need
and only to the extent any required repayment of such loan would not
itself cause an immediate and heavy financial need; (iii) the
Participant agrees to cease all Salary Reduction Contributions and
After-Tax Contributions under the VIP as well as all similar
contributions to all other qualified defined contribution and
non-qualified deferred compensation plans maintained by the Company or
an Affiliated Company for a period of at least twelve months from the
date of the hardship withdrawal, and (iv) the amount of pre-tax
elective contributions under all qualified defined contribution plans
maintained by the Company or an Affiliated Company for the year
following the year of the withdrawal are limited in accordance with
regulations issued under Section 401(k) of the Code.
For purposes of this Paragraph 8.1(e), the term "financial hardship"
shall be determined in accordance with regulations (and any other
rulings, notices, or documents of general applicability) issued
pursuant to Section 401(k) of the Code and, to the extent permitted by
such authorities, shall be limited to any financial need arising from:
(1) medical expenses (as defined in Section 213(d) of the
Code) previously incurred by the Participant or a Participant's spouse
or dependent or expenses necessary for these persons to obtain medical
care (as defined in Section 213(d) of the Code) which, in either case,
are not covered by insurance,
(2) expenses relating to the payment of tuition and related
educational fees, including room and board, for the next twelve months
of post-secondary education of a Participant, his spouse or dependent,
(3) expenses directly relating to the purchase (excluding
mortgage payments) of a primary residence for the Participant,
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30
(4) expenses relating to the need to prevent the eviction of
the Participant from his principal residence or foreclosure on the
mortgage of the Participant's principal residence, or
The minimum withdrawal available under this Paragraph 8.1(e)
(including a withdrawal of Matching Employer Contributions under
Paragraph 8.1(c)) is $500. Hardship withdrawals shall be paid in a
single cash payment and on a pro-rata basis from the Funds (other than
the Viacom Stock Fund) in which the Participant's Account is invested.
For any withdrawal under this Paragraph 8.1(e), the portion of the
Participant's Account attributable to Salary Reduction Contributions
that is available for withdrawal shall not exceed the lesser of: (i)
the value of such Salary Reduction Contributions as of December 31,
1988 (taking into account earnings and losses attributable to such
amounts), plus the total amount of the Participant's Salary Reduction
Contributions that are made after December 31, 1988, or (ii) the value
of all Salary Reduction Contributions (taking into account earnings and
losses attributable to such amounts).
8.2 Withdrawal Procedures: A Participant, by filing a written request
in accordance with such rules as required by the Committee, may elect to
withdraw amounts pursuant to Paragraph 8.1. Such withdrawals shall be subject to
the following:
(a) All requests for withdrawals shall be reviewed by the Committee
or its designee. Each approved withdrawal application shall be forwarded by the
Committee to the Trustee as soon as practicable after Committee approval.
Withdrawals shall be paid as soon as practicable after the Valuation Date on
which proper payment instructions are received by the Trustee, based on the
amount specified in the Participant's request and the amount available for
withdrawal in the Participant's Accounts. Earnings and losses will not be
credited on the amounts to be withdrawn after the applicable Valuation Date.
(b) All withdrawals shall be paid in a cash lump sum.
(c) Notwithstanding anything herein to the contrary, and in the
absence of express approval by the Committee, no withdrawal may be made by a
Participant during the period in which the Committee is making a determination
of whether a domestic relations order affecting the Participant's Account is a
qualified domestic relations order, within the meaning of Section 414(p) of the
Code. Further, if the Committee is in receipt of a qualified domestic relations
order with respect to any Participant's Account, it may prohibit such
Participant from making a withdrawal until the alternate payee's rights under
such order are satisfied.
8.3 Funds to be Charged with Withdrawal: Distributions will be made out
of the Participant's interest in each of the Funds in proportion to the
Participant's interest in these Funds. Notwithstanding the foregoing,
withdrawals of Matching Employer Contributions shall be charged only to the
Viacom Inc. Stock Fund, and shall be paid in a cash lump sum.
8.4 Frequency of Withdrawals: Except in the case of a financial
hardship withdrawal under Paragraph 8.1(e) and a withdrawal of Matching Employer
Contributions under Paragraph 8.1(c) on account of financial hardship, each
Participant may elect only one withdrawal from the VIP in any Plan Year. A
Participant may elect to withdraw amounts on account of a financial hardship
under Paragraph 8.1(e) and a withdrawal of Matching Employer Contributions under
Paragraph 8.1(c) on account of financial hardship at any time during the Plan
Year.
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31
ARTICLE IX
PARTICIPANT LOANS
9.1 Loan Subaccounts: Loans from the VIP may be made to all
Participants and Beneficiaries who are "parties in interest" within the meaning
of ERISA Section 3(14), to all Former Participants who are active Employees of
PVI Transmission Inc., Paramount (PDI) Distribution Inc. or any of their
affiliated entities and to Employees who have made Rollover Contributions to the
VIP but who have not met the age and service eligibility requirements of Article
III. Such individuals are referred to herein as "Eligible Borrowers." Within
each Eligible Borrower's Account, there shall be maintained a Loan Subaccount
solely for the purpose of effecting loans from the Eligible Borrower's Account
to the Eligible Borrower.
9.2 Eligibility for Loans:
Only one loan under the VIP may be outstanding at any time for each
Eligible Borrower. After a loan is repaid in full, an Eligible Borrower may not
obtain another loan for a period of one month from the date of repayment. If, on
January 1, 1996, an Eligible Borrower has one or more loans outstanding as a
result of his or her participation in a Merged Plan, such Eligible Borrower may
not obtain a loan from the VIP until all such prior loans are repaid in full.
9.3 Availability of Loans:
(a) Application for a loan must be made to the Committee or its
delegate in the manner prescribed by the Committee. The decisions by Committee
representatives on loan applications shall be made on a reasonably equivalent,
uniform and nondiscriminatory basis and within a reasonable period after each
loan application is received. Notwithstanding the foregoing, the Committee
representatives may apply different terms and conditions for loans to Eligible
Borrowers who are not actively employed by an Employer, or for whom payroll
deduction is not available, based on economic and other differences affecting
the individuals' ability to repay any loan.
(b) Notwithstanding anything herein to the contrary, and in the
absence of express approval by the Committee, no loan shall be made to an
Eligible Borrower during a period in which the Committee is making a
determination of whether a domestic relations order affecting the Eligible
Borrower's Accounts is a qualified domestic relations order, within the meaning
of Section 414(p) of the Code. Further, if the Committee is in receipt of a
qualified domestic relations order with respect to any Eligible Borrower's
account, it may prohibit such Eligible Borrower from obtaining a loan until the
alternate payee's rights under such order are satisfied.
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32
9.4 Amount of Loan:
A VIP loan shall be derived from the Eligible Borrower's vested
interest in his Accounts, determined as of the Valuation Date on which the
Trustee receives proper loan disbursement instructions which shall be forwarded
to the Trustee by the Committee or its designee as soon as practicable after its
review and approval of the loan application. Loans shall be made in increments
of $100, rounded down to the nearest $100. The minimum loan available is $500.
The maximum loan available is the lesser of 50% of the Eligible Borrower's
vested interest in his Accounts or $50,000 (determined by aggregating loans from
all qualified defined contribution plans of the Company or Affiliated Company),
reduced by the highest aggregate outstanding balance of all plan loans from all
defined contribution plans of the Company or any Affiliated Company to such
Eligible Borrower during the twelve-month period ending on the day before the
loan is made.
9.5 Terms of Loan:
(a) A loan shall be secured by a lien on the Eligible Borrower's
interest in the VIP, to the maximum extent permitted by the relevant provisions
of the Code, ERISA, and any regulations or other guidance issued thereunder.
(b) The interest rate on a loan shall be established by the
Committee or its duly authorized delegate on the date that the loan is approved
by a Committee representative and shall be equal to 1% above the annual prime
commercial rate as published in the Wall Street Journal on the first day of the
calendar quarter during which such loan application is approved.
(c) Subject to Paragraph 9.6, the principal amount and interest on
a loan shall be repaid no less frequently than quarterly by level payroll
deductions during each Payroll Period in which the loan is outstanding. Unless
the loan is used within a reasonable time for the purpose of acquiring the
principal residence of the Eligible Borrower, the Eligible Borrower may elect a
repayment term of any number of months from 12 to 60 months from the date of the
first Payroll Period practicable coincident with or next following the
distribution of the loan from the VIP. If the loan is to be used within a
reasonable time for the purpose of acquiring the principal residence of the
Eligible Borrower, the Eligible Borrower may elect a repayment term of any
number of months from 12 to 300 months from the date of the first Payroll Period
practicable coincident with or next following the distribution of the loan from
the VIP.
(d) Each loan shall be evidenced by a promissory note, evidencing
the Eligible Borrower's obligation to repay the borrowed amount to the VIP, in
such form and with such provisions consistent with this Article IX as is
acceptable to the Trustee. All promissory notes shall be deposited with the
Trustee.
(e) Under the terms of the loan agreement, a Committee
representative may determine a loan to be in default, and may take such actions
upon default, in accordance with Paragraph 9.7.
(f) If an Eligible Borrower is transferred from employment with an
Employer to employment with an Affiliated Company or another entity affiliated
with the Employer as the Committee in its discretion may determine, he shall not
be treated as
<PAGE>
33
having terminated employment and the Committee shall make arrangements for the
loan to be repaid in accordance with the loan agreement. For this purpose, the
Committee may, but is not required to, authorize the transfer of the loan to a
qualified plan maintained by such Affiliated Company. In the absence of such
arrangements, the loan shall be deemed to be in default, and shall be subject to
the provisions of Paragraph 9.7.
In accordance with the foregoing provision, any Participant
whose employment with an Employer is terminated due to the Participant's
transfer to Spelling Entertainment Group Inc. ("Spelling") on or after January
1, 1996 shall be permitted to continue repayment of any loan outstanding at the
time of such transfer under the loan's original repayment schedule. Such
repayment schedule may continue for so long as Spelling provides a payroll
deduction system whereby such participant can continue such repayments. In the
event that such payroll deduction becomes unavailable or the Committee
determines that any affected Participant's loan will not be repaid through
substantially level payments not less frequently than quarterly, the provisions
of Paragraph 9.7 shall apply.
9.6 Distribution and Repayment of Loan:
(a) The loan proceeds shall be transferred to the Eligible
Borrower's Loan Subaccount by the Trustee and shall be derived from the Eligible
Borrower's interest in the Funds on a pro rata basis. Amounts transferred to
such Subaccount shall reflect the value of the Eligible Borrower's interest as
of the Valuation Date on which such transfer shall occur. The loan proceeds
shall be distributed from the Loan Subaccount to the Eligible Borrower on the
same day as they are received by the Loan Subaccount.
(b) Repayments of VIP loans shall be made to the Eligible
Borrower's Loan Subaccount. Such repayments shall be immediately transferred
from the Loan Subaccount and credited to the Eligible Borrower's Accounts and
invested in the Funds in the same proportions as his current contributions are
invested, as soon as practicable after they are received by the Loan Subaccount.
After a loan has been outstanding for six consecutive months, Eligible Borrowers
may prepay the entire amount due under the loan at any time without penalty.
Notwithstanding the foregoing, a loan may provide that no payments will be made
for the duration of a calendar year in which an Eligible Borrower is on leave
without pay; provided that if an Eligible Borrower commences such a leave during
the last quarter of a year, the loan may provide that payments need not
recommence until the end of the calendar year after the year in which the leave
occurs.
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34
9.7 Events of Default and Action Upon Default:
(a) In the event that an Eligible Borrower does not repay the
principal with respect to a VIP loan at such times as are required by the terms
of the loan, such loan shall be in default and the unpaid balance of the loan,
together with interest thereon shall become due and payable. Further, upon an
Eligible Borrower's termination of employment (including by reason of
retirement, disability, death or the sale of the business at which such
individual is employed, whether or not the sale is a distributable event under
Code Section 401(k) and the regulations thereunder), such loan shall be in
default. Notwithstanding the foregoing, an Employee's transfer of employment to
PVI Transmission Inc., Paramount (PDI) Distribution Inc., Spelling Entertainment
Group Inc. (whether or not such companies are Affiliated Companies) shall not,
on its own, be treated as a termination of employment for purposes of
determining whether a default has occurred. If, before a loan is repaid in full,
a distribution is required to be made from the VIP to an alternate payee under a
qualified domestic relations order (as defined in Section 414(p) of the Code and
Section 206(d) of ERISA) and the amount of such distribution exceeds the value
of the Eligible Borrower's interest in the VIP less the amount of such
outstanding loan, the unpaid balance thereon, shall become immediately due and
payable. The Trustee shall satisfy the indebtedness to the VIP before making any
payments to the Eligible Borrower or any alternate payee. In addition to the
foregoing, the loan agreement may include such other events of default as the
Committee shall determine are necessary or desirable.
(b) Upon the default of any Eligible Borrower, the Committee or its
designate in its discretion, may direct the Trustee to take such action as the
Committee or its designate may reasonably determine to be necessary in order to
preclude the loss of principal and interest, including:
(i) demand repayment of the outstanding amount on the loan
(including principal and accrued interest) or, if the loan is not repaid or if
other repayment arrangements are not established:
(ii) cause a foreclosure of the loan to occur by distributing
the promissory note to the Eligible Borrower or otherwise reducing the Eligible
Borrower's Account by the value of the loan. For these purposes, such loan shall
be deemed to have a fair market value equal to its face value reduced by any
payments made thereon by the Eligible Borrower. In the event of any default, the
Eligible Borrower's prior request for a loan shall be treated as the Eligible
Borrower's consent to an immediate distribution of the promissory note
representing a distribution of the unpaid balance of any such loan. The loan
agreement shall include such provisions as are necessary to reflect such
consent. In all events, however, to the extent a loan is secured by Salary
Reduction Contributions, no foreclosure on the Eligible Borrower's loan shall be
made until the earliest time Salary Reduction Contributions may be distributed
without violating any provisions of Code Section 401(k) and the regulations
issued thereunder.
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35
ARTICLE X
VESTING AND TERMINATION OF EMPLOYMENT
10.1 Matchable, Unmatched, Qualified Nonelective and Rollover
Contributions: A Participant shall be fully vested at all times in the portion
of his Account attributable to Matchable Contributions, Unmatched Contributions,
Qualified Nonelective Contributions, and Rollover Contributions.
10.2 Matching Employer Contributions:
(a) Subject to the provisions of Appendix A, each Employee who
became an Employee of an Employer prior to January 1, 1996, including Employees
who were Participants in the VIP prior to such date, shall become fully vested
in Matching Employer Contributions upon the earlier of the completion of one
Year of Benefit Service or five Years of Vesting Service; provided, however,
that the Vesting Schedule set forth in Paragraph 10.2(b) shall apply to such
Participants in circumstances where said schedule provides the Participant with
a more favorable vesting schedule. For purposes of this paragraph 10.2(a),
Benefit Service shall be determined and credited in accordance with the
provisions of section III of Appendix A.
(b) Each other Employee who becomes an Employee of an Employer on
or after January 1, 1996 shall become vested in Matching Employer Contributions
in accordance with the following schedule:
Years of Completed Vested
Vesting Service Percentage
--------------- ----------
Less Than 1 0%
1 - 2 20%
2 - 3 40%
3 - 4 60%
4 - 5 80%
5 or more 100%
(c) Notwithstanding the foregoing, a Participant shall become fully
vested in Matching Employer Contributions if such Participant attains age 65 or
incurs a Disability while actively employed or terminates employment due to
normal, early, or postponed retirement (determined under the terms of any
tax-qualified defined benefit plan maintained by the Employer), death, or
Disability.
10.3 Forfeitures:
(a) Termination of Employment and Distribution Made. If a
Participant terminates employment prior to the date on which he is fully vested
in his Account and receives a distribution of such Account, the non-vested
portion of his Account shall be forfeited and used as soon as practicable after
any Accounting Period (but not later than as of the last day of the Plan Year in
which the forfeiture occurs) to reduce future Matching Employer Contributions,
to defray administrative expenses of the VIP to correct an error made in
allocating amounts to Participant's Accounts or resolve any claim filed under
the VIP in accordance with Paragraph 12.6, and to restore Participants' Accounts
in accordance with Paragraph 10.3(b).
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36
(b) Restoration of Account Balance. If an amount of a Participant's
Account has been forfeited in accordance with Paragraph (a) above, that amount
shall be subsequently restored to his Account provided (i) he is reemployed by
an Employer before he has a period of five consecutive one-year Breaks in
Service, and (ii) he repays to the VIP within five (5) years of his reemployment
a cash lump sum payment equal to the full amount distributed to him from the VIP
on account of his termination of employment. Any amounts to be restored by an
Employer to a Participant's Account shall be taken first from any forfeitures
which have not as yet been applied against Matching Employer Contributions or
administrative expenses and if any amounts remain to be restored, the Employer
shall make a special contribution equal to those amounts.
(c) Termination of Employment and No Distribution Made. If (i) a
Participant terminates employment prior to the date on which he is fully vested
in his Accounts, (ii) the total value of his vested interest in his Accounts in
this Plan plus, effective for periods prior to January 1, 1997, the value of his
vested interest in the SIP, exceeds $3,500, (iii) he does not consent to receive
a distribution of such Accounts, and (iv) he is not reemployed by an Employer
before the end of five consecutive one-year Breaks in Service, the non-vested
portion of his Accounts shall be forfeited as of the close of the fifth one year
Break in Service and used, not later than as of the last day of the Plan Year in
which the forfeiture occurs, to reduce future Matching Employer Contributions,
to defray administrative expenses of the VIP, and to restore Participants'
Accounts in accordance with Paragraph 10.3(b).
(d) Lost Participants or Beneficiaries. If a Participant or
Beneficiary cannot be located by reasonable efforts of the Committee within a
reasonable period of time after the latest date such benefits are otherwise
payable under the VIP, the amount in such Participant's Accounts shall be
forfeited and used, not later than as of the last day of the Plan Year in which
the forfeiture occurs, to reduce future Matching Employer Contributions, to
defray administrative expenses of the VIP, and to restore Participants' Accounts
in accordance with Paragraph 10.3(b). Such forfeited amount shall be restored
(without earnings) if, at any time, the Participant or Beneficiary who was
entitled to receive such benefit when it first became payable shall, after
furnishing proof of their identity and right to make such claim to the
Committee, file a written request for such benefit with the Committee.
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ARTICLE XI
PAYMENT OF BENEFITS OTHER THAN WITHDRAWALS
11.1 Forms of Payment: Upon a Participant's termination of employment
for any reason or Disability, he (or, in the event of his death, his
Beneficiary) shall be entitled to receive a distribution of his vested interest
in his Accounts in accordance with the provisions of this Article XI. Subject to
Paragraphs 11.3, 11.4, 11.7, and, in the case of distributions on account of
Disability, 11.8, any Participant may, not more than ninety days before the date
an amount is to be paid from the VIP, file with the Committee an election to
have his benefit paid to him (or, in the event of his death, to his Beneficiary)
in accordance with the options described in sections (a) and (b) of this
Paragraph 11.1:
(a) In such manner of annual installments, not in excess of twenty,
as such Participant shall so elect, and, in the event of his death prior to the
receipt of all such installments, the balance of such installments to his
Beneficiary; provided however, that payments shall not extend over a period
exceeding the period over which payments may be made pursuant to Section
401(a)(9) of the Code and the regulations and other guidance thereunder; and
provided, further, that the Beneficiary may elect, as soon as practicable after
the Participant's death, to have the balance of the Participant's benefit paid
to the Beneficiary in a single payment.
(b) In a single payment.
Notwithstanding the foregoing, upon the death of a Participant who
has not designated a form of payment for his Beneficiary, payment shall be made
to his Beneficiary in the form of a single sum cash payment.
11.2 Modification or Revocation of Form of Payment Election: A
Participant may, not more than ninety days before an amount is to be paid from
the VIP, modify or revoke any form of payment specified in Paragraph 11.1
theretofore made by him. Notwithstanding anything in this Plan to the contrary,
a Former Participant who elected to receive his or her VIP distribution in the
form of installment payments, and whose installment payments have commenced, may
not modify or revoke his or her decision to receive such installment payments.
11.3 Stock Election: If the total value of a Former Participant's
Accounts in this Plan plus, effective for periods prior to January 1, 1997, the
value of his vested interest in the Savings and Investment Plan for Employees of
PVI Transmission Inc. and Paramount (PDI) Distribution Inc., determined as of
the Valuation Date coincident with or immediately following the date his
employment terminates exceeds $3,500, such a Former Participant may, not less
than thirty days before the date his entire interest in the VIP is to be paid or
commence to be paid, or such other date that the Committee approves, file with
the Committee an election to have that portion of his benefit consisting of the
value of the Stock and cash credited to his Account and invested in the Viacom
Inc. Stock Fund paid to him (or, in the event of his death, to his Beneficiary),
to the extent possible, in shares of Stock (in lieu of cash). Any such
Participant may also, not less than thirty days before the date his entire
interest in the VIP is to be paid or commence to be paid, revoke any such
election theretofore made by him.
11.4 Consent Requirements: If the value of a Former Participant's
Accounts in this Plan plus, effective for periods prior to January 1, 1997, the
value of his vested
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38
interest in the Savings and Investment Plan for Employees of PVI Transmission
Inc. and Paramount (PDI) Distribution Inc., determined as of the Valuation Date
coincident with or immediately following the date his employment terminates does
not exceed $3,500, such amount shall be paid to him (or, in the event of his
death, to his Beneficiary) in a single cash payment as soon as practicable
thereafter. If the value of such a Former Participant's Accounts in this Plan,
when taken in conjunction with the value of his vested interest in the Savings
and Investment Plan for Employees of PVI Transmission Inc. and Paramount (PDI)
Distribution Inc., determined as of the Valuation Date coincident with or
immediately following the date his employment terminates is greater than $3,500,
payment of the value of such a Participant's Accounts, determined in accordance
with Paragraph 11.5, shall be made in the form of payment elected by the
Participant as soon as practicable after the earliest of: (a) the Participant's
attainment of age sixty-five (65) if he terminates employment before attaining
age sixty-five (65); (b) the Participant's death; (c) the date as of which the
recipient consents to a distribution (which distribution may not be scheduled to
commence (i) earlier than 30 days after the Participant receives information
regarding such distribution and (ii) later than ninety days after such
Participant elects to receive the distribution); or (d) the date required by
Paragraph 11.7. Notwithstanding the foregoing, distribution of a Participant's
account under the Plan may occur prior to thirty (30) days after the Participant
receives information regarding such distribution, provided (i) the Committee or
its delegate informs the Participant that he has a right to a period of at least
thirty (30) days after receiving the information to consider the decision of
whether to receive an immediate distribution; and (ii) the Participant, after
receiving the information, affirmatively elects to receive an immediate
distribution.
Notwithstanding anything herein to the contrary, in no event may a
Former Participant elect to receive a payment of his Accounts in any form of
payment other than those specified in Paragraph 11.1. All distributions under
this Article XI shall be made by the Trustee only after the Trustee receives
approval for such distribution from the Committee or its designee. The
Participant must submit to the Committee such election and distribution forms as
required by the Committee. The Committee shall review such forms and, upon
approval of the distribution request, forward payment instructions to the
Trustee as soon as practicable thereafter.
11.5 Valuation and Payment Procedures for Lump Sum Payments:
(a) No Stock Election in Effect: If a Former Participant shall have
elected to receive payment in the form of a single sum cash payment, or if
payments are to be made to a Former Participant's Beneficiary in the form of a
single sum cash payment, the Former Participant's Accounts shall be valued as of
the Valuation Date proper payment instructions are received by the Trustee and
such amount shall be paid to the Former Participant or Beneficiary in cash as
soon as practicable thereafter. To the extent amounts in such Former
Participant's Account are credited to the Viacom Stock Fund on such Former
Participant's behalf, the shares of Stock held in such Fund and credited to such
Former Participant's Account shall be sold as soon as practicable after the
applicable Valuation Date and the proceeds of such sale shall be distributed as
a part of such single sum distribution.
(b) Stock Election in Effect: If a Former Participant shall have
elected to receive payment in the form of a single sum payment, or if payments
are to be made to a Former Participant's Beneficiary in the form of a single sum
payment, and such Former Participant shall have made a Stock election in
accordance with Paragraph 11.3, the
<PAGE>
39
Former Participant's Accounts shall be valued as of the Valuation Date proper
payment instructions are received by the Trustee. To the extent amounts in such
Former Participant's Accounts are credited to the Viacom Stock Fund on such
Former Participant's behalf, such Former Participant, or his Beneficiary, shall
receive a distribution as soon as practicable after the applicable Valuation
Date of the entire number of whole shares of Stock in his Accounts credited to
the Viacom Stock Fund, plus cash for any remaining amounts credited to the
Viacom Stock Fund on behalf of such Former Participant as of the applicable
Valuation Date. The remainder of the Former Participant's Accounts shall be
distributed to the Former Participant or Beneficiary in a single cash sum as
soon as practicable after the applicable Valuation Date.
11.6 Valuation and Payment Procedures for Installment Payments: If a
Former Participant shall have elected to receive payment in the form of
installment payments, the Former Participant's Accounts shall be valued as of
the Valuation Date proper payment instructions are received by the Trustee. Such
Accounts shall continue to be valued as of the Valuation Date on which each
subsequent installment payment is to be made. Such Accounts shall continue to be
so valued to and including the Valuation Date as of which such Former
Participant's benefit shall have been paid in full if installment payments
continue or to and including the Valuation Date coincident with the date the
Trustee is notified of such Former Participant's death if such Participant's
Beneficiary elects to have the remaining installments paid in a single payment,
as the case may be. Notwithstanding anything herein to the contrary, the amount
distributed for each installment shall be paid proportionately from the specific
investment Funds in which the Former Participant's Accounts are invested.
(a) No Stock Election in Effect: If a Stock election of such Former
Participant shall not be in effect:
(i) Such Former Participant's interest in the Funds, including
the value of the Stock and cash then credited to the Viacom Stock Fund on such
Former Participant's behalf shall be determined as of the applicable Valuation
Date.
(ii) An installment payment shall be paid to such Former
Participant or his Beneficiary, as the case may be, in an amount equal to that
fraction of the respective amounts determined pursuant to the provisions of
Subsection (i) of this Subparagraph, the numerator of which shall be one and the
denominator of which shall be the total number of installments remaining to be
paid in the form of payment to such Former Participant or Beneficiary.
(iii) If such Former Participant shall die prior to the payment
of his benefit in full and a single sum cash distribution is to be made to such
Former Participant's Beneficiary, such distribution shall be made in accordance
with Paragraph 11.5(a), determined as of the Valuation Date proper payment
instructions are received by the Trustee.
(b) Stock Election in Effect: If a Stock election of such Former
Participant shall be in effect:
(i) The calculation of the amount of the installment payments
shall be made in accordance with the provisions of the preceding subparagraph
(a), provided that such Former Participant or his Beneficiary, as the case may
be, shall
<PAGE>
40
receive as a part of each installment payment the number of whole shares of
Stock, equal to the product of the fraction determined pursuant to the
provisions of Subsection (ii) of the preceding Subparagraph (a) multiplied by
the number of shares of Stock credited to the Viacom Stock Fund in the Account
of such Former Participant as of the applicable Valuation Date.
(ii) If such Former Participant shall die prior to the payment
of his benefit in full and a single sum distribution is to be made to such
Former Participant's Beneficiary, such distribution shall be made in accordance
with Paragraph 11.5(b), determined as of the Valuation Date proper payment
instructions are received by the Trustee.
11.7 Time of Payment and Minimum Distribution Requirements: Unless the
Participant elects otherwise, the payment of the value of a Participant's vested
Accounts under the VIP shall be payable not later than the sixtieth day after
the latest of the close of the Plan Year in which he:
(a) attains age 65,
(b) completes 10 years of participation under the VIP, or
(c) incurs a termination of employment.
Notwithstanding the foregoing, with respect to distributions made
to Participants who attain(ed) age 70 1/2 prior to January 1, 1997, the benefits
of each Participant shall be distributed or shall commence to be distributed, in
accordance with Section 401(a)(9) of the Code and the regulations issued
thereunder, not later than the April 1 following the end of the calendar year in
which the Participant attains age seventy and one-half (70 1/2), regardless of
whether his employment with the Company is terminated as of such date, provided,
however, if a Participant is not a five percent (5%) owner (as defined in
Section 416(i)(1)(B) of the Code) and shall have attained age seventy and
one-half (70 1/2) before January 1, 1988, the benefits of any such Participant
shall be distributed or shall commence to be distributed not later than the
April 1 following the calendar year in which he terminates employment; provided
further, that if a Participant attains age 70 1/2 on or after January 1, 1996
but prior to January 1, 1997, such Participant may elect, in accordance with
procedures established by the Committee or its delegate, to commence
distributions in accordance with the following paragraph. Any such minimum
distributions shall be calculated in accordance with Code Section 401(a)(9) and
the regulations and other guidance issued thereunder, and in the form of annual
payments over the life expectancy of the Participant which life expectancy will
not be recalculated.
With respect to (i) Participants who attain age 70 1/2 on or after
January 1, 1997 and (ii) Participants who are eligible and elect to defer their
distributions in accordance with this Paragraph, the benefits of any Participant
shall be distributed or shall commence to be distributed in accordance with Code
Section 401(a)(9) and the regulations and other guidance issued thereunder not
later than the April 1 following the close of the calendar year in which the
Participant terminates employment.
Notwithstanding anything in this Article XI to the contrary, the
payment of any benefit hereunder, in accordance with Section 401(a)(9) of the
Code, generally shall be paid or commence to be paid not later than one year
after the date of the Participant's death (or such later date as allowed by
regulations issued by the Internal Revenue
<PAGE>
41
Service), or in the case of payments to a Participant's spouse, the date on
which the Participant would have attained age seventy and one-half (70 1/2), if
later. Further, such payments shall be distributed within a five year period
following the Participant's death unless payable over the life of the
Beneficiary or a period not extending beyond the life expectancy of such
Beneficiary.
11.8 Direct Rollover Distributions:
(a) Effective for distributions made on or after January 1, 1993,
at the written request of a Participant, a surviving spouse of a Participant, or
a spouse or former spouse of a Participant that is an alternate payee under a
qualified domestic relations order as defined in Section 414(p) of the Code,
(referred to as the "distributee") and upon receipt of the written direction of
the Committee or its designee, the Trustee shall effectuate a direct rollover
distribution of the amount requested by the distributee, in accordance with
Section 401(a)(31) of the Code, to an eligible retirement plan (as defined in
Section 402(c)(8)(B) of the Code). Such amount may constitute all or any whole
percent of any distribution from the VIP otherwise to be made to the
distributee, provided that such distribution constitutes an "eligible rollover
distribution" as defined in Section 402(c) of the Code and the regulations and
other guidance issued thereunder. All direct rollover distributions shall be
made in accordance with the following Subparagraphs 11.8(b) through 11.8(h).
(b) A distributee may elect to have a direct rollover distribution
apportioned among no more than two eligible retirement plans.
(c) Direct rollover distributions shall be made, in accordance with
such forms and procedures as may be established by the Committee or its designee
and to the extent any such distribution is to be made in shares of Stock
otherwise distributable under the VIP to the distributee, such shares shall be
registered in a manner necessary to effectuate a direct rollover under Section
401(a)(31) of the Code.
(d) No amounts of After-Tax Contributions may be distributed to an
eligible retirement plan through a direct rollover distribution.
(e) No direct rollover distribution shall be made unless the
distributee furnishes the Committee or its designee with such information as the
Committee or its designee shall require and deems to be sufficient.
(f) A distributee may elect to divide an eligible rollover
distribution into two components, with one portion paid as a direct rollover
distribution and the remainder paid to the distributee, provided that such
division of payments shall be permitted only if the amount of the direct
rollover distribution is at least equal to $500.
(g) No direct rollover distributions shall be permitted unless the
amount of the distribution exceeds $200.
(h) Direct rollover distributions shall be treated as all other
distributions under the VIP and shall not be treated as a direct
trustee-to-trustee transfer of assets and liabilities.
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42
11.9 Distributions on Sales of Businesses or Transfers to
Non-Affiliated Companies: In the absence of an express written determination to
the contrary by the Committee, for the sole purpose of determining a
Participant's entitlement to a distribution under this Plan, a termination of
employment shall not be deemed to have occurred upon a business disposition by
the Company or an Affiliated Company of a trade or business (including one or
more television, radio, or cable stations or facilities) or the sale by the
Company or an Affiliated Company of its interest in a subsidiary, with respect
to a Participant who is employed by such trade or business or subsidiary and who
continues in the employ of (i) the employer which acquires the assets of such
trade or business or acquires the interest of such subsidiary or (ii) any other
entity related to such employer. Further, any Employee of the Company or any
Affiliated Company who transfers to employment with a corporation or entity
which is at that time at least 50% owned by the Company or an Affiliated Company
shall not be deemed to have incurred a termination of employment due to such
transfer.
<PAGE>
43
ARTICLE XII
ADMINISTRATION OF THE VIP
12.1 Appointment Of Committee --
(a) The Company shall be the "sponsor" of the Plan as that term is
defined in ERISA. The Board of Directors of the Company shall initially appoint
the Committee, having the administrative responsibilities described below. The
proper officers of the Company may at any time remove or replace any members of
the Committee. The Committee shall administer the Plan and shall serve as a
Named Fiduciary of the Plan within the meaning of Section 402(a)(2) of ERISA.
(b) If no members of the Committee are in office, the Company shall
be deemed the Committee.
12.2 Organization And Operation Of The Committee --
(a) The Committee shall endeavor to act, in carrying out its duties
and responsibilities in the interest of the Participants' and Beneficiaries,
with the care, skill, prudence and diligence under the prevailing circumstances
that a prudent man, acting in a like capacity and familiar with such matters,
would use in the conduct of an enterprise of like character and aims.
(b) A majority of the members of the Committee at any time in
office shall constitute a quorum for the transaction of business. All
resolutions or other actions taken by the Committee shall be by vote of a
majority of those present at a meeting of the Committee; or without a meeting,
by instrument in writing signed by a majority of members of the Committee.
If there are two or more Committee members, no member shall act
upon any question pertaining solely to himself, and the other member or members
shall alone make any determination required by the Plan in respect thereof.
(c) The Committee may authorize any one or more of its members, or
members of a separate administrative subcommittee it may form, to execute any
routine administrative document on behalf of the Committee.
(d) The Committee, may in addition to the execution of
administrative documents, delegate specific duties and powers to one or more of
its members or to a separate administrative subcommittee it may form. Such
delegation shall remain in effect until rescinded in writing by the Committee.
The members of persons so designated shall be solely liable, jointly and
severally, for their acts or omissions with respect to such delegated
responsibilities.
(e) The Committee shall be empowered to employ a Secretary and such
assistants as may be required in the administration of the Plan.
(f) The Committee shall endeavor not to engage directly or
indirectly in any prohibited transaction, as set forth in ERISA.
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44
12.3 Expenses: All expenses that shall arise in connection with the
administration of the VIP, including but not limited to the compensation of the
Trustee, administrative expenses, other expenses associated with the purchase
and sale of Stock in the Viacom Inc. Stock Fund, other proper charges and
disbursements of the Trustee, and compensation and other expenses and charges of
any enrolled actuary, accountant, counsel, specialist or other person who shall
be employed by the Committee in connection with the administration of the VIP
will be paid from forfeitures pursuant to Paragraphs 10.3, 15.2(e) and 15.4(e)
and to the extent expenses remain they shall be paid proportionately by each
Employer. Brokerage fees, transfer taxes and other expenses attending the
investment or reinvestment of VIP assets (including investment management fees)
allocated to the Funds (other than the Viacom Inc. Stock Fund) may be paid out
of the respective Funds, when permissible under applicable law.
12.4 Duties, Powers and Responsibilities of the Retirement Committee:
The Committee, except for such investment and other responsibilities vested in
the Trustee or investment manager or investment committee of the Board of
Directors, shall have the specific powers granted to it herein and shall have
such other powers as may be necessary in order to enable it to administer the
Plan, including, but not limited to, the full discretionary authority and
responsibility for administering the Plan in accordance with its provisions and
under applicable law. The duties, powers and responsibilities of the Committee
shall include, but shall not be limited to, the following:
(a) To appoint such accountants, consultants, administrators,
counsel, or such other persons it deems necessary for the administration of the
Plan.
Members of the Committee shall not be precluded from serving
the Committee in one or more of such individual capacities.
(b) To determine all benefits and to resolve all questions arising
from the administration, interpretation, and application of Plan provisions,
either by general rules or by particular decisions, so as not to discriminate
against any person and so as to treat all persons in similar circumstances in a
uniform manner.
(c) To advise the Trustee with respect to all benefits which become
payable under the Plan and to direct the Trustee as to the manner in which such
benefits are to be paid.
(d) To adopt such forms and regulations it deems advisable for the
administration of the Plan and the conduct of its affairs.
(e) To take such steps as it considers necessary and appropriate to
remedy any inequity resulting from incorrect information received or
communicated or as a consequence of administrative error.
(f) To assure that its members, the Trustee and every other person
who handles funds or other property of the Plan are bonded as required by law.
(g) To settle or compromise any claims or debts arising from the
operation of the Plan and to defend any claims in any legal or administrative
proceeding.
12.5 Required Information:
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45
Each Employer or Participants and Beneficiaries entitled to benefits
shall furnish the Retirement Committee any information or proof requested by the
Retirement Committee and required for the proper administration of the VIP.
Failure on the part of any Participant or Beneficiary to comply with such
request shall be sufficient grounds for the delay in payment of benefits under
the VIP until the requested information or proof is received.
12.6 Indemnification:
The Company agrees to indemnify and hold the Retirement Committee and
any administrative subcommittee formed by the Retirement Committee harmless
against liability incurred in the administration of the Plan.
12.7 Claims And Appeal Procedure:
(a) Any request or claim for Plan benefits must be made in writing
and shall be deemed to be filed by a Participant or Beneficiary when a written
request is made by the claimant or the claimant's authorized representative
which is reasonably calculated to bring the claim to the attention of the
Committee.
(b) The Committee or its delegate shall grant or deny claims for
benefits under the Plan with respect to Participants or their Beneficiaries and
authorize disbursements according to this Plan. The Committee shall provide
notice in writing to any Participant or Beneficiary where a claim for benefits
under the Plan has been denied in whole or in part. Such notice shall be made
within 90 days of the receipt by the Committee of the Participant's or
Beneficiary's claim or, if special circumstances require, and the Participant or
Beneficiary is so notified in writing, within 180 days of the receipt by the
Committee of the Participant's or Beneficiary's claim. The notice shall be
written in a manner calculated to be understood by the claimant and shall:
(i) set forth the specific reasons for the denial of benefits;
(ii) contain specific references to Plan provisions relative to the
denial;
(iii) describe any material and information, if any, necessary for
the claim for benefits to be allowed, which had been requested, but not received
by the Committee; and
(iv) advise the Participant or Beneficiary that any appeal of the
Committee's adverse determination must be made in writing to the Committee,
within 60 days after receipt of the initial denial notification, setting forth
the facts upon which the appeal is based.
(c) If notice of the denial of a claim is not furnished within the
time periods set forth above, the claim shall be deemed denied and the claimant
shall be permitted to proceed to the review procedures set forth below. If the
Participant or Beneficiary fails to appeal the Committee's denial of benefits in
writing and within 60 days after receipt by the claimant of written notification
of denial of the claim (or within 60 days after a deemed denial of the claim),
the Committee's determination shall become final and conclusive.
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46
(d) The Committee shall serve as the final review committee, under
the Plan and ERISA, for the review of all appeals by Participants or
Beneficiaries whose initial claims for benefits have been denied, in whole or in
part. Any Participant or Beneficiary whose claim for benefits has been denied,
in whole or in part, may (and must for the purpose of seeking any further review
of a decision or determining any entitlement to a benefit under the Plan),
within 60 days after receipt of notice of denial, submit a written request for
review of the decision denying the claim.
(e) If the Participant or Beneficiary appeals the Committee's
denial of benefits in a timely fashion, the Committee shall re-examine all
issues relevant to the original denial of benefits. Any such claimant, or his or
her duly authorized representative may review any pertinent documents, as
determined by the Committee, and submit in writing any issues or comments to be
addressed on appeal.
(f) The Committee shall advise the Participant or Beneficiary and
such individual's representative its decision which shall be written in a manner
calculated to be understood by the claimant, and include specific references to
the pertinent Plan provisions on which the decision is based. Such response
shall be made within 60 days of receipt of the written appeal, unless special
circumstances require an extension of such 60 day period for not more than an
additional 60 days. Where such extension is necessary, the claimant shall be
given written notice of the delay. If the decision on review is not furnished
within the time set forth above, the claim shall be deemed denied on review.
(g) Any participant whose claim for benefits has been denied shall
have such further rights of review as are provided in ERISA ss. 503, and the
Committee shall retain such right, authority and discretion as is provided in or
not expressly limited by ERISA ss. 503.
(h) The Committee shall be the final review committee under the
Plan, with the authority to determine conclusively for all parties any and all
questions arising from the administration of the Plan, and shall have sole and
complete discretionary authority and control to manage the operation and
administration of the Plan, including, but not limited to, the determination of
all questions relating to eligibility for participation and benefits,
interpretation of all Plan provisions, determination of the amount and kind of
benefits payable to any participant, spouse or beneficiary, and construction of
disputed or doubtful terms. Such decisions shall be conclusive and binding on
all parties and not subject to further review.
12.8 Liability of Committee Members: Each member of the Committee shall
be liable for any act of omission or commission as such only to the extent
required by ERISA.
12.9 Reliance on Reports and Certificates: The Committee will be
entitled to rely conclusively upon all tables, valuations, certificates,
opinions and reports furnished by any Trustee, accountant, controller, counsel
or other person who is employed or engaged for such purposes.
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47
12.10 Member's Own Participation: No member of the Committee may act,
vote or otherwise influence a decision of the Committee specifically relating to
his own participation under the VIP.
12.11 Fiduciary Indemnification: Notwithstanding any other provision of
this VIP, the Board may, to the extent permitted by law, provide for
indemnification by the Company of any fiduciary for any liability incurred in
his capacity as such fiduciary.
12.12 Allocation of Responsibilities: The Company may allocate
responsibilities for the operation and administration of the Plan consistent
with the Plan's terms, including allocation of responsibilities to the Committee
and the Employers. The Company and other named fiduciaries may delegate any of
their responsibilities hereunder by designating in writing other persons to
carry out their respective responsibilities (other than trustee responsibilities
the delegation of which may be limited by law) under the Plan, and may employ
persons to advise them with regard to any such responsibilities. Specifically,
and not by way of limitation of the foregoing provision of this Paragraph 12.11,
the Company may delegate or allocate, as applicable, to another fiduciary or
named fiduciary the responsibility to appoint, retain and terminate trustees and
investment managers and to define the authorities and responsibilities of each.
The provisions of this Paragraph 12.11 shall apply to the responsibilities of
the Company or any other named fiduciary under the Plan, relating to any trusts
associated with the Plan, including any group, commingled, common or master
trust associated with the Plan and with respect to which the Company or any
other named fiduciary under the Plan has responsibilities.
12.13 Multiple Capacities: Any person or group of persons may serve in
more than one fiduciary capacity with respect to the Plan (including service
both as a trustee and as an administrator).
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48
ARTICLE XIII
AMENDMENT AND TERMINATION
13.1 Right to Amend or Terminate: The Committee reserves the right to
modify, alter or amend this Plan or any Trust Agreement thereunder from time to
time to any extent that they may deem advisable including, but without limiting
the generality of the foregoing, any amendment deemed necessary to ensure the
continued qualification of the Plan under Section 401 of the Code. Each Employer
reserves the right, by action of its Board of Directors, to terminate the VIP
with respect to their Participants herein. The Company reserves the right to
execute any amendment deemed necessary or appropriate to terminate the trust. No
such amendment(s) shall increase the duties or responsibilities of the Trustee
without its consent thereto in writing. No such amendment(s) shall have any
retroactive effect so as to deprive any Participant of any benefit already
accrued (including the timing and form of any option benefits), except that any
amendment may be made retroactive which is necessary to bring the Plan into
conformity with government regulations or policies in order to qualify or
maintain qualification of the Plan under the appropriate section of the Code. No
such amendment(s) shall have the effect of revesting in the Employers the whole
or any part of the principal or income for purposes other than for the exclusive
benefit of the Participants, their Spouses, their Contingent Annuitants or
Beneficiaries at any time prior to the satisfaction of all the liabilities under
the Plan with respect to such persons. Any amendment of the Plan shall be made
by:
(a) the adoption of a resolution by the Board of amending the Plan,
or
(b) the adoption of a resolution by the Committee amending the
Plan.
If any amendment changes the vesting provisions of Article X, any
Participant with at least three years of Vesting Service may elect, by filing a
written request with the Committee within sixty days after he has received
notice of such amendment, to have his vested interest computer under the
provisions of Article X as in effect immediately prior to such amendment.
13.2 Distribution of Funds Upon Termination of the VIP: In the event
of, and upon, an Employer's termination of the VIP or permanent discontinuance
of contributions other than by reason of being merged into, or consolidated
with, another Employer, whether or not the Trust shall also terminate
concurrently therewith, the Trustee shall, as of and as promptly as shall be
practicable after the Valuation Date next succeeding whichever shall occur first
of (i) such Participant ceasing to be an Employee of an Employer or another
Affiliated Company and (ii) the earliest date allowed by the Internal Revenue
Service for distribution of benefits following the termination of the VIP, pay
or distribute to such Participant (or his Beneficiary) in the manner provided in
Article XI hereof the benefits to which he is (or they are) entitled.
<PAGE>
49
ARTICLE XIV
GENERAL PROVISIONS
14.1 Employment Relationships: Nothing contained herein will be
deemed to give any Employee the right to be retained in the service of an
Employer or to interfere with the rights of an Employer to discharge any
Employee at any time.
14.2 Non-Alienation of Benefits: Subject to Paragraph 14.3, and
subject to and in accordance with applicable law, no benefit payable under the
VIP will be subject in any manner to anticipation, assignment, attachment,
garnishment, or pledge, and any attempt to anticipate, assign, attach, garnish
or pledge the same will be void, and no such benefits will be in any manner
liable for or subject to the debts, liabilities, engagements, or torts of any
Participant.
14.3 Qualified Domestic Relations Order: Notwithstanding any other
provisions of the VIP, in the event that a qualified domestic relations order
(as defined in Section 414(p) of the Code and Section 206(d)(3) of ERISA) is
received by the Committee, benefits shall be payable in accordance with such
order and with Section 414(p) of the Code and Section 206(d)(3) of ERISA. The
amount payable to the Participant and to any other person other than the payee
entitled to benefits under the order, shall be adjusted accordingly. Benefits
payable under a qualified domestic relations order may be paid prior to the
"earliest retirement age" as such term is defined in the Code and ERISA. The
Committee shall establish reasonable procedures for determining the qualified
status of any domestic relations order and for administering distributions under
any such order.
14.4 Exclusive Benefit of Employees: No part of the corpus or income
of the Funds will be used for, or diverted to, purposes other than the exclusive
benefit of Participants and their Beneficiaries.
14.5 Merger, Consolidation or Transfer of Assets or Liabilities:
There will be no merger or consolidation with, or transfer of any assets or
liabilities to any other plan, unless each Participant will be entitled to
receive a benefit immediately after such merger, consolidation, or transfer as
if this VIP were then terminated which is equal to the benefit he would have
been entitled to immediately before such merger, consolidation, or transfer as
if this VIP had been terminated.
14.6 Appointments of Trustee: The Trustee as a fiduciary under the
VIP is appointed by the appropriate Named Fiduciary, with such powers as to
investment, reinvestment, control and disbursement of the Fund as are set forth
in the Trust Agreement, as modified from time to time. The appropriate Named
Fiduciary may remove the Trustee at any time on the notice required by the terms
of such Trust Agreement, and upon such removal or upon the resignation of any
such Trustee the Board will designate a successor Trustee.
14.7 Discretion of the Board of Directors and the Committee: All
consents of the board of directors of each of the Employers and all consents of
the Committee herein provided for may be granted or withheld in the sole and
absolute discretion of said board of directors or of the Committee, as the case
may be, and, if granted, may be granted on such terms and conditions as said
board of directors or the Committee, as the case may be, in its sole and
absolute discretion shall determine. All determinations hereunder made by the
board of directors of any of the Employers and all such determinations made
<PAGE>
50
by the Committee shall likewise be made in the sole and absolute discretion of
said board of directors or the Committee, as the case may be. Neither the board
of directors of any of the Employers nor the Committee, in granting or
withholding such consents, or in making such determinations, or in taking any
other actions in connection with the administration of the VIP and the Trust,
shall discriminate in favor of Highly Compensated Participants.
14.8 Voting Viacom Inc. Common Stock: A Participant may vote at each
annual meeting and at each special meeting of the Company the shares of Stock of
the Company at the time represented in his Accounts and attributable to Matching
Employer Contributions and earnings thereon. The Company shall provide the
Trustee, on a timely basis, with all materials necessary to permit the Trustee
to solicit participants' voting instructions and to vote shares. The Trustee
shall cause to be provided to each Participant a copy of the proxy solicitation
material for each such meeting together with a request for the Participant's
confidential instructions as to how such shares are to be voted at such meeting.
Upon receipt of such instructions, the Trustee shall vote all such shares as
instructed. The Trustee shall vote shares for which it has not received voting
instructions in proportion to those shares for which it receives instructions.
14.9 Payments to Minors and Incompetents: If a Participant or
Beneficiary entitled to receive any benefits hereunder is a minor or is deemed
by the Committee or is adjudged to be legally incapable of giving valid receipt
and discharge for such benefits, they will be paid to such persons as the
Committee might designate or to the duly appointed guardian.
14.10 Employee's Records: Each of the Employers and the Plan
Administrator shall respectively keep such records, and each of the Employers
and the Plan Administrator shall each reasonably give notice to the other of
such information, as shall be proper, necessary or desirable to effectuate the
purposes of the VIP and the Trust Agreement, including, without in any manner
limiting the foregoing, records and information with respect to the employment
date, date of participation in the VIP and Compensation of Employees, elections
by Participants and their Beneficiaries and consents granted and determinations
made under VIP and the Trust Agreement. Neither any of the Employers nor the
Plan Administrator shall be required to duplicate any records kept by the other.
Each Participant shall cooperate with the Plan Administrator to administer the
VIP in the manner herein and in the Trust Agreement provided.
14.11 Titles and Headings: The titles to sections and headings or
paragraphs of this VIP are for convenience of reference and, in case of any
conflict, the text of the VIP, rather than such titles and headings, shall
control.
14.12 Use of Masculine and Feminine; Singular and Plural: Wherever used
herein, the masculine gender will include the feminine gender and the singular
will include the plural, unless the context indicates otherwise.
14.13 Governing Law: To the extent that New York law has not been
preempted by the provisions of ERISA, the provisions of the VIP will be
construed in accordance with the laws of the State of New York.
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51
ARTICLE XV
NONDISCRIMINATION AND ANNUAL ADDITION LIMITATIONS
15.1 Limitation on Salary Reduction Contributions for Plan Years
Beginning Before January 1, 1997:
(a) Notwithstanding anything herein to the contrary, effective for
Plan Years beginning before January 1, 1997, in no event shall the Salary
Reduction Contributions made on behalf of Highly Compensated Participants with
respect to any Plan Year result in an Actual Deferral Percentage for such group
of Highly Compensated Participants which exceeds the greater of:
(i) an amount equal to 125% of the Actual Deferral Percentage
for all Participants other than Highly Compensated Participants; or
(ii) an amount equal to the sum of the Actual Deferral
Percentage for all Participants other than Highly Compensated Participants and
2%, provided that such amount does not exceed 200% of the Actual Deferral
Percentage for all Participants other than Highly Compensated Participants.
(b) The Committee shall be authorized to implement rules
authorizing or requiring reductions in the Salary Reduction Contributions that
may be made on behalf of Highly Compensated Participants during the Plan Year
(prior to any contributions to the Trust) so that the limitations of Paragraph
15.1(a) are satisfied.
(c) In addition to the reductions set forth in Subparagraph (b), if
the limitations under Paragraph 15.1(a) are exceeded in any Plan Year, the
Committee may, in accordance with regulations issued under Code Section
401(k)(3), authorize or require the recharacterization of Excess Salary
Reduction Contributions as After-Tax Contributions so that the limitations in
that Plan Year are not exceeded.
(d) To the extent such Salary Reduction Contributions exceeding the
limitations under Paragraph 15.1(a) are not recharacterized, an Employer may, in
the discretion of the Board of Directors, make Qualified Nonelective
Contributions to the Accounts of Participants who are not Highly Compensated
Participants.
(e) To the extent the limitations under Paragraph 15.1(a) continue
to be exceeded following such recharacterization or making of Qualified
Nonelective Contributions, if any, the Excess Salary Reduction Contributions
made on behalf of Highly Compensated Participants with respect to a Plan Year
and income allocable thereto shall then be distributed to such Highly
Compensated Participants as soon as practicable after the end of such Plan Year,
but no later than twelve months after the close of such Plan Year. The amount of
income allocable to Excess Salary Reduction Contributions shall be determined in
accordance with the provisions of Article VI. The amount of Excess Salary
Reduction Contributions distributed to any Participant under this Subparagraph
for any Plan Year shall be reduced by any excess deferrals previously
distributed to such Participant pursuant to Paragraph 15.1(g), if any for such
Plan Year.
(f) The Committee may utilize any combination of the methods
described in the foregoing Subparagraphs (b), (c), (d) and (e) to assure that
the limitations of Paragraph 15.1(a) are satisfied.
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52
(g) Notwithstanding the limitations of Paragraph 15.1(a), in no
event may the amount of Salary Reduction Contributions to the VIP, in addition
to all such salary reduction contributions under all other cash or deferred
arrangements (as defined in Code Section 401(k)) maintained by the Company or an
Affiliated Company in which a Participant participates, exceed $7,000 (adjusted
for increases in the cost-of-living under Code Section 402(g)) in any calendar
year. If such salary reduction amounts exceed $7,000 (as adjusted), all such
amounts in excess of $7,000 (as adjusted) and any income or losses allocable to
such excess amounts shall be distributed to the Participant no later than the
April 15 following the calendar year in which the excess occurred. If a
Participant participates in another cash or deferred arrangement in any calendar
year which is not maintained by the Company or an Affiliated Company, and his
total Salary Reduction Contributions under the VIP and such other plan exceed
$7,000 (as adjusted) in a calendar year, he may request to receive a
distribution of the amount of the excess deferral (a deferral in excess of
$7,000 (as adjusted)) that is attributable to Salary Reduction Contributions in
the VIP together with earnings thereon, notwithstanding any limitations on
distributions contained in the VIP. Such distribution shall be made by the April
15 following the Plan Year of the Salary Reduction Contribution provided that
the Participant notifies the Committee of the amount of the excess deferral that
is attributable to a Salary Reduction Contribution to the VIP and requests such
a distribution. The Participant's notice must be received by the Committee no
later than the March 1 following the Plan Year of the excess deferral. In the
absence of such notice, the amount of such excess deferral attributable to
Salary Reduction Contributions to the VIP shall be subject to all limitations on
withdrawals and distributions in the VIP. The amount of excess deferrals that
may be distributed under this Subparagraph (g) with respect to any Participant
for any Plan Year shall be reduced by the amount of any Excess Salary Reduction
Contributions previously distributed pursuant to Paragraph 15.1(e), if any, for
such Plan Year.
15.2 Limitation on Salary Reduction Contributions for Plan Years
Beginning On and After January 1, 1997:
(a) Notwithstanding anything herein to the contrary, effective for
Plan Years beginning on and after January 1, 1997, in no event shall the Salary
Reduction Contributions made on behalf of Highly Compensated Participants with
respect to any Plan Year result in an Actual Deferral Percentage for such group
of Highly Compensated Participants which exceeds the greater of:
(i) an amount equal to 125% of the Actual Deferral Percentage for the
preceding Plan Year for all Participants other than Highly Compensated
Participants; or
(ii) an amount equal to the sum of the Actual Deferral Percentage for
the preceding Plan Year for all Participants other than Highly Compensated
Participants and 2%, provided that such amount does not exceed 200% of the
Actual Deferral Percentage for the preceding Plan Year for all Participants
other than Highly Compensated Participants.
(iii) Notwithstanding the foregoing, the Committee may elect to
determine the permissible Actual Deferral Percentage for Highly Compensated
Participants on the basis of the Actual Deferral Percentage of the group
Participants other
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53
than Highly Compensated Participants for the current Plan Year rather than the
preceding Plan Year, in accordance with such regulations, notices or other
guidance issued under Section 401(k) of the Code.
(b) The Committee shall be authorized to implement rules
authorizing or requiring deductions in the Salary Reduction Contributions that
may be made on behalf of Highly Compensated Participants during the Plan Year
(prior to any contributions to the Trust) so that the limitations of Paragraph
15.2(a) are satisfied.
(c) In addition to the reductions set forth in Subparagraph (b), if
the limitations under Paragraph 15.2(a) are exceeded in any Plan Year, the
Committee may, in accordance with regulations issued under Code Section
401(k)(3), authorize or require the recharacterization of Excess Salary
Reduction Contributions as After-Tax Contributions so that the limitations in
that Plan Year are not exceeded.
(d) To the extent such Salary Reduction Contributions exceeding the
limitations under Paragraph 15.2(a) are not recharacterized, an Employer may, in
the discretion of the Board of Directors, make Qualified Nonelective
Contributions to the Accounts of Participants who are not Highly Compensated
Participants.
(e) To the extent the limitations under Paragraph 15.2(a) continue
to be exceeded following such recharacterization or making of Qualified
Nonelective Contributions, if any, the Excess Salary Reduction Contributions
made on behalf of Highly Compensated Participants with respect to a Plan Year
and income allocable thereto shall then be distributed to such Highly
Compensated Participants as soon as practicable after the end of such Plan Year,
but no later than twelve months after the close of such Plan Year. The amount of
Excess Salary Reduction Contributions to be distributed to each Participant
shall be determined as follows:
Once the leveling procedure described in Paragraph 2.20 has been
completed, the total dollar amount of Excess Salary Reductions shall be
determined. This amount shall be distributed in accordance with a leveling
procedure under which the dollar amount of Salary Reduction Contributions of the
Highly Compensated Participant with the highest dollar amount of Salary
Reduction Contributions shall be reduced to the extent required to distribute
the total amount of Excess Salary Reduction Contributions or, if it results in a
lower reduction, to the extent required to cause such Highly Compensated
Participant's dollar amount of Salary Reduction Contributions to equal the
dollar amount of Salary Reduction Contributions of the Highly Compensated
Participant with the next highest dollar amount of Salary Reduction
Contributions. This distribution procedure shall be repeated until all Excess
Salary Reduction Contributions have been distributed. The amount of income
allocable to Excess Salary Reduction Contributions shall be determined in
accordance with the provisions of Article VI. The amount of Excess Salary
Reduction Contributions distributed to any Participant under this Subparagraph
for any Plan Year shall be reduced by any excess deferrals previously
distributed to such Participant pursuant to Paragraph 15.1(g), if any for such
Plan Year.
(f) The Committee may utilize any combination of the methods
described in the foregoing Subparagraphs (b), (c), (d) and (e) to assure that
the limitations of Paragraph 15.2(a) are satisfied.
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54
(g) Notwithstanding the limitations of Paragraph 15.2(a), the
provisions of Paragraph 15.1(g) shall continue to apply to Plan Years beginning
on and after January 1, 1997.
15.3 Maximum Contribution Percentage for Plan Years Beginning Before
January 1, 1997:
(a) Notwithstanding anything herein to the contrary, effective for
Plan Years beginning before January 1, 1997, in no event may Matching Employer
Contributions and After-Tax Contributions (including Salary Reduction
Contributions which are recharacterized pursuant to Paragraph 15.1(c), if any)
made on behalf of all Highly Compensated Participants with respect to any Plan
Year result in a Contribution Percentage for such group of Employees which
exceeds the greater of (1) or (2) below, where:
(1) is an amount equal to 125% of the Contribution Percentage for
all Participants in the VIP other than Highly Compensated Participants; and
(2) is an amount equal to the sum of the Contribution Percentage
for all Participants in the VIP other than Highly Compensated Participants and
2%, provided that such amount does not exceed 200% of the Contribution
Percentage for all Participants other than Highly Compensated Participants.
(b) The Committee shall be authorized to implement rules
authorizing or requiring reductions in the After-Tax Contributions that may be
made by Highly Compensated Participants during the Plan Year (prior to any
contributions to the Trust) so that the limitations of Paragraph 15.3(a) are
satisfied.
(c) Notwithstanding any reductions pursuant to Subparagraph (b), if
the limitations under Paragraph 15.3(a) are exceeded, an Employer may, in the
discretion of the Board of Directors, make additional contributions to the
Participant's Accounts of Participants who are not Highly Compensated Employees,
which additional contributions shall either be Qualified Nonelective
Contributions or additional Matching Employer Contributions under Paragraph 5.7
of the VIP. In addition, in accordance with regulations issued under Section
401(m) of the Code, the Committee may elect to treat amounts attributable to
Salary Reduction Contributions as such additional Matching Employer
Contributions solely for the purposes of satisfying the limitations of Paragraph
15.3(a).
(d) If the limitations under Paragraph 15.3(a) continue to be
exceeded following such Qualified Nonelective Contributions or additional
Matching Employer Contributions, if any, the Excess Aggregate Contributions made
with respect to Highly Compensated Participants with respect to such Plan Year,
and any income attributable thereto, shall be distributed to Highly Compensated
Participants in an amount equal to each such Participant's After-Tax
Contributions (including recharacterized Salary Reduction Contributions).
(e) If the limitations under Paragraph 15.3(a) continue to be
exceeded following the distributions described in Subparagraph (d), the Matching
Employer Contributions made on behalf of Highly Compensated Participants which
are not vested pursuant to Paragraph 10.2 shall be forfeited to the extent of
any remaining Excess Aggregate Contributions made on behalf of Highly
Compensated Participants with
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55
respect to such Plan Year, and any income allocable thereto. Such forfeitures
shall be utilized to reduce future Matching Employer Contributions, to defray
administrative expenses of the VIP, and to restore Participants' Accounts in
accordance with Paragraph 10.3(b).
(f) If the limitations under Paragraph 15.3(a) continue to be
exceeded following the distribution of After-Tax Contributions or the allocation
of the forfeitures, if any, described above, the remaining Excess Aggregate
Contributions made on behalf of Highly Compensated Participants with respect to
such Plan Year, and any income attributable thereto, shall be distributed to
Highly Compensated Participants.
(g) All Excess Aggregate Contributions and any income allocable
thereto shall be forfeited or distributed, as described above, as soon as
practicable after the close of the Plan Year, but no later than twelve months
after the close of the Plan Year in which they occur. The amount of income
allocable to Excess Aggregate Contributions shall be determined in accordance
with the regulations issued under Section 401(m) of the Code. The Committee is
authorized to implement rules under which it may utilize any combination of the
methods described in the foregoing Subparagraphs (b), (c), (d), (e), and (f) to
assure that the limitations of Paragraph 15.2(a) are satisfied.
(h) Notwithstanding anything to the contrary in Paragraphs 15.1,
15.2 or 15.3, Salary Reduction Contributions, After-Tax Contributions, and
Matching Employer Contributions may not be made to this VIP in violation of the
rules prohibiting multiple use of the alternative limitation described in
Sections 401(k)(3)(A)(ii)(II) and 401(m)(2)(A)(ii) of the Code and the
provisions of Treasury Regulation section 1.401(m)-2(b) and any further guidance
issued thereunder. If such multiple use occurs, the Contribution Percentages for
all Highly Compensated Participants (determined after applying the foregoing
provisions of Paragraphs 15.1 and 15.2) shall be reduced in accordance with
Treasury Regulation section 1.401(m)-2(c) and any further guidance issued
thereunder in order to prevent such multiple use of the alternative limitation.
(i) Notwithstanding anything in the VIP to the contrary, if the
rate of Matching Employer Contributions (determined after application of the
corrective mechanisms described in Paragraph 15.1 and the foregoing provisions
of Paragraph 15.3) discriminates in favor of Highly Compensated Participants,
the Matching Employer Contribution attributable to any Excess Salary Reduction
Contribution, Excess Aggregate Contributions, or excess deferral (as described
in Paragraph 15.1(g)) of each affected Highly Compensated Participant shall be
forfeited so that the rate of Matching Employer Contributions is
nondiscriminatory. Any such forfeitures shall be made no later than the end of
the Plan Year following the Plan Year for which the contribution was made.
Forfeitures, if any, shall be utilized to reduce future Matching Employer
Contributions, to defray administrative expenses of the VIP, and to restore
Participants' Accounts in accordance with Paragraph 10.3(b).
15.4 Maximum Contribution Percentage for Plan Years Beginning On and
After January 1, 1997:
(a) Notwithstanding anything herein to the contrary, effective for
Plan Years beginning on and after January 1, 1997, in no event may Matching
Employer Contributions and After-Tax Contributions (including Salary Reduction
Contributions
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56
which are recharacterized pursuant to Paragraph 15.2(c), if any) made on behalf
of all Highly Compensated Participants with respect to any Plan Year result in a
Contribution Percentage for such group of Employees which exceeds the greater of
(1) or (2) below, where:
(1) is an amount equal to 125% of the Contribution Percentage for
the preceding Plan Year for all Participants in the VIP other than Highly
Compensated Participants; and
(2) is an amount equal to the sum of the Contribution Percentage
for the preceding Plan Year for all Participants in the VIP other than Highly
Compensated Participants and 2%, provided that such amount does not exceed 200%
of the Contribution Percentage for the preceding Plan Year for all Participants
other than Highly Compensated Participants.
Notwithstanding the foregoing, the Committee may elect to
determine the permissible Contribution Percentage for Highly Compensated
Participants on the basis of the Contribution Percentage of the group
Participants other than Highly Compensated Participants for the current Plan
Year rather than the preceding Plan Year, in accordance with such regulations,
notices or other guidance issued under Section 401(k) of the Code.
(b) The Committee shall be authorized to implement rules
authorizing or requiring reductions in the After-Tax Contributions that may be
made by Highly Compensated Participants during the Plan Year (prior to any
contributions to the Trust) so that the limitations of Paragraph 15.4(a) are
satisfied.
(c) Notwithstanding any reductions pursuant to Subparagraph (b), if
the limitations under Paragraph 15.4(a) are exceeded, an Employer may, in the
discretion of the Board of Directors, make additional contributions to the
Participant's Accounts of Participants who are not Highly Compensated Employees,
which additional contributions shall either be Qualified Nonelective
Contributions or additional Matching Employer Contributions under Paragraph 5.7
of the VIP. In addition, in accordance with regulations issued under Section
401(m) of the Code, the Committee may elect to treat amounts attributable to
Salary Reduction Contributions as such additional Matching Employer
Contributions solely for the purposes of satisfying the limitations of Paragraph
15.4(a).
(d) If the limitations under Paragraph 15.4(a) continue to be
exceeded following such Qualified Nonelective Contributions or additional
Matching Employer Contributions, if any, the Excess Aggregate Contributions made
with respect to Highly Compensated Participants with respect to such Plan Year,
and any income attributable thereto, shall be distributed to Highly Compensated
Participants in an amount equal to each such Participant's After-Tax
Contributions (including recharacterized Salary Reduction Contributions). Once
the leveling procedure described in Paragraph 2.19 has been completed, the total
dollar amount of Excess Aggregate Contributions shall be determined. This amount
shall be distributed in accordance with a leveling procedure under which the
dollar amount of After-Tax Contributions of the Highly Compensated Participant
with the highest dollar amount of After-Tax Contributions shall be reduced to
the extent required to distribute the total amount of Excess Aggregate
Contributions or, if it results in a lower reduction, to the extent required to
cause such Highly Compensated Participant's dollar amount of After-Tax
Contributions to equal the dollar amount of After-
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57
Tax Contributions of the Highly Compensated Participant with the next highest
dollar amount of After-Tax Contributions. This distribution procedure shall be
repeated until all Excess Aggregate Contributions have been distributed or, if
earlier, all After-Tax Contributions have been distributed.
(e) If the limitations under Paragraph 15.4(a) continue to be
exceeded following the distributions described in Subparagraph (d), the Matching
Employer Contributions made on behalf of Highly Compensated Participants which
are not vested pursuant to Paragraph 10.2 shall be forfeited to the extent of
any remaining Excess Aggregate Contributions made on behalf of Highly
Compensated Participants with respect to such Plan Year, and any income
allocable thereto. Such forfeitures shall be utilized to reduce future Matching
Employer Contributions, to defray administrative expenses of the VIP, and to
restore Participants' Accounts in accordance with Paragraph 10.3(b).
(f) If the limitations under Paragraph 15.4(a) continue to be
exceeded following the distribution of After-Tax Contributions or the allocation
of the forfeitures, if any, described above, the remaining Excess Aggregate
Contributions made on behalf of Highly Compensated Participants with respect to
such Plan Year, and any income attributable thereto, shall be distributed to
Highly Compensated Participants.
(g) All Excess Aggregate Contributions and any income allocable
thereto shall be forfeited or distributed, as described above, as soon as
practicable after the close of the Plan Year, but no later than twelve months
after the close of the Plan Year in which they occur. The amount of income
allocable to Excess Aggregate Contributions shall be determined in accordance
with the regulations issued under Section 401(m) of the Code. The Committee is
authorized to implement rules under which it may utilize any combination of the
methods described in the foregoing Subparagraphs (b), (c), (d), (e), and (f) to
assure that the limitations of Paragraph 15.4(a) are satisfied.
(h) Notwithstanding anything to the contrary in Paragraphs 15.1,
15.2, 15.3 or 15.4, Salary Reduction Contributions, After-Tax Contributions, and
Matching Employer Contributions may not be made to this VIP in violation of the
rules prohibiting multiple use of the alternative limitation described in
Sections 401(k)(3)(A)(ii)(II) and 401(m)(2)(A)(ii) of the Code and the
provisions of Treasury Regulation section 1.401(m)-2(b) and any further guidance
issued thereunder. If such multiple use occurs, the Contribution Percentages for
all Highly Compensated Participants (determined after applying the foregoing
provisions of Paragraphs 15.1 and 15.2) shall be reduced in accordance with
Treasury Regulation section 1.401(m)-2(c) and any further guidance issued
thereunder in order to prevent such multiple use of the alternative limitation.
(i) Notwithstanding anything in the VIP to the contrary, if the
rate of Matching Employer Contributions (determined after application of the
corrective mechanisms described in Paragraph 15.2 and the foregoing provisions
of Paragraph 15.4) discriminates in favor of Highly Compensated Participants,
the Matching Employer Contribution attributable to any Excess Salary Reduction
Contribution, Excess Aggregate Contributions, or excess deferral (as described
in Paragraph 15.1(g)) of each affected Highly Compensated Participant shall be
forfeited so that the rate of Matching Employer Contributions is
nondiscriminatory. Any such forfeitures shall be made no later than the end of
the Plan Year following the Plan Year for which the contribution was made.
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58
Forfeitures, if any, shall be utilized to reduce future Matching Employer
Contributions, to defray administrative expenses of the VIP, and to restore
Participants' Accounts in accordance with Paragraph 10.3(b).
15.5 Limitation on Annual Additions:
(a) Basic Limitation. Subject to the adjustments hereinafter set
forth, the maximum Annual Addition for any Plan Year to a Participant's Accounts
under this VIP shall in no event exceed the lesser of:
(i) $30,000 (as adjusted by the Internal Revenue Service for
increases in cost of living in accordance with Section 415(d) and the applicable
regulations)
(ii) 25% of the amount of a Participant's annual Earnings.
(b) Limitation for Participants in a Combination of Plans.
Notwithstanding the foregoing, in the case of a Participant who participates in
this VIP and a qualified defined benefit plan maintained by an Employer, the sum
of the defined benefit plan fraction (as defined in Code Section 415(e)(2)) and
the defined contribution plan fraction (as defined in Code Section 415(e)(3))
for any year shall not exceed 1.0. Notwithstanding the foregoing, as of January
1, 1987, an amount shall be subtracted from the numerator of the defined
contribution plan fraction, in accordance with IRS Notice 87-21, so that the sum
of the defined benefit plan fraction and defined contribution plan fraction
computed under Section 415(e)(1) of the Code does not exceed 1.0.
(c) Aggregation of Plans. For purposes of this Paragraph, all
qualified defined benefit plans maintained by an Employer shall be treated as a
single plan, and all qualified defined contribution plans maintained by an
Employer shall be treated as a single plan.
(d) Definition of Employer. For purposes of this Paragraph, the
term "Employer" shall include any Affiliated Company, as defined in Paragraph
2.4 hereof and as modified by Section 415(h) of the Code.
(e) Excess Annual Additions Precluded. Prior to the allocation of
contributions in any Plan Year, the Committee shall determine whether the amount
to be allocated would cause the limitations prescribed hereunder to be exceeded
with respect to any Participant. In the event there would be such an excess, the
Annual Additions to this VIP shall be adjusted by reducing Participant and
Employer contributions in such amounts as are determined by the Committee and in
such order elected by the Participant with the consent of the Committee, but
only to the extent necessary to satisfy such limitations.
(f) Adjustment to Defined Benefit Plan. Notwithstanding the
provisions of Subparagraphs (a) and (b), in the event that the limitations
prescribed under Subparagraph (b) are exceeded with respect to any Participant
who participates in this VIP and a qualified defined benefit plan maintained by
an Employer, the Participant's benefits under the defined benefit plan shall be
frozen or reduced prior to making any adjustments under this VIP; provided,
however, if in a subsequent year the limitations are increased due to cost of
living adjustments or any other factor, the freeze on the
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59
Participant's benefits shall lapse to the extent that additional benefits may be
payable under the increased limitations.
(g) Disposal of Excess Annual Additions. In the event that,
notwithstanding Subparagraphs (e) and (f) hereof, the limitations with respect
to Annual Additions prescribed hereunder are exceeded with respect to any
Participant and such excess arises as a consequence of a reasonable error in
estimating the Participant's Earnings, the allocation of forfeitures, or a
reasonable error in determining the amount of Salary Reduction Contributions
that may be made with respect to any individual under the limits of Section 415
of the Code, such excess amounts shall not be deemed Annual Additions in that
limitation year to the extent corrected hereunder. First, Salary Reduction
Contributions and After-Tax Contributions (together with earnings thereon) shall
be returned to each affected Participant to the extent that such distribution
would reduce the excess amounts in the Participant's Accounts. These amounts
shall be disregarded in applying the limitations of Paragraphs 15.1 and 15.2. To
the extent excess amounts remain after any such distributions, such excess
amounts shall be utilized to reduce Matching Employer Contributions on behalf of
the Participant for the next succeeding Plan Year, and succeeding Plan Years, as
necessary. If the Participant is not covered by the VIP at the end of any such
succeeding Plan Year, but an excess amount still exists, such excess amount will
be held unallocated in a suspense account. The suspense account will be applied
to reduce Matching Employer Contributions for Participants in that Plan Year,
and succeeding Plan Years, if necessary. The amount in such suspense account
shall be credited to the Accounts of Participants in the manner provided in
Paragraph 5.9.
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60
ARTICLE XVI
TOP-HEAVY PLAN
16.1 General Rule: Effective January 1, 1984, the VIP shall meet the
requirements of this Article XVII in the event that the VIP is or becomes a
Top-Heavy Plan.
16.2 Top-Heavy Plan:
(a) Test for Top-Heaviness. Subject to the aggregation rules set
forth in subsection (b), the VIP shall be considered a Top-Heavy Plan pursuant
to Section 416(g) of the Code in any Plan Year if, as of the Determination Date,
the value of the cumulative Account Balances of all Key Employees exceeds sixty
percent (60%) of the value of the cumulative Account Balances of all of the
Employees as of such Date, excluding former Key Employees and (except for the
Plan Year beginning January 1, 1984) excluding any Employee who has not
performed services for the Employer during the five (5) consecutive Plan Year
period ending on the Determination Date, but taking into account in computing
the ratio any distributions made during the five (5) consecutive Plan Year
period ending on the Determination Date. For purposes of the above ratio, the
Account Balance of a Key Employee shall be counted only once each Plan Year.
(b) Aggregation and Coordination With Other Plans. For purposes of
determining whether the VIP is a Top-Heavy Plan and for purposes of meeting the
requirements of this Article XVI, the VIP shall be aggregated and coordinated
with other qualified plans in a Required Aggregation Group and may be aggregated
or coordinated with other qualified plans in a Permissive Aggregation Group. If
such Required Aggregation Group is Top-Heavy, this VIP shall be considered a
Top-Heavy Plan. If such Permissive Aggregation Group is not Top-Heavy, this VIP
shall not be a Top-Heavy Plan.
16.3 Definitions: For the purpose of determining whether the VIP is
Top-Heavy, the following definitions shall be applicable:
(a) Determination and Valuation Dates. The term "Determination
Date" shall mean, in the case of any Plan Year, the last day of the preceding
Plan Year. The value of an individual's Account Balance shall be determined as
of the Valuation Date next preceding the Determination Date and shall include
any contribution actually made after such Valuation Date but on or before the
Determination Date.
(b) Key Employee. An individual shall be considered a Key Employee
if he is an Employee or former Employee who at any time during the current Plan
Year or any of the four (4) preceding Plan Years met the requirements of Code
Section 416(i)(1) and the regulations thereunder.
(c) Non-Key Employee. The term "Non-Key Employee" shall mean any
Employee who is a Participant and who is not a Key Employee.
(d) Beneficiary. Whenever the term "Key Employee", "former Key
Employee", or "Non-Key Employee" is used herein, it includes the Beneficiary or
Beneficiaries of such individual.
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(e) Required Aggregation Group. The term "Required Aggregation
Group" shall mean all other qualified defined benefit and defined contribution
plans maintained by the Employer in which a Key Employee participates, and each
other plan of the Employer which enables any plan in which a Key Employee
participates to meet the requirements of Section 401(a)(4) or 410 of the Code.
(f) Permissive Aggregation Group. The term "Permissive Aggregation
Group" shall mean all other qualified defined benefit and defined contribution
plans maintained by the Employer that meet the requirements of Sections
401(a)(4) and 410 of the Code when considered with a Required Aggregation Group.
16.4 Requirements Applicable if VIP is Top-Heavy: In the event the VIP
is determined to be Top-Heavy for any Plan Year, the following requirements
shall be applicable:
(a) Minimum Allocation.
(i) In the case of a Non-Key Employee who is covered under this
VIP but does not participate in any qualified defined benefit plan maintained by
the Employer, the Minimum Allocation of contributions plus forfeitures allocated
to the account of each such Non-Key Employee who has not separated from service
at the end of a Plan Year in which the VIP is Top-Heavy shall equal the lesser
of three percent (3%) of Compensation for such Plan Year or the largest
percentage of Compensation provided on behalf of any Key Employee for such Plan
Year. The Minimum Allocation provided hereunder may not be suspended or
forfeited under Section 411(a)(3)(B) or 411(a)(3)(D) of the Code. The Minimum
Allocation shall be made for a Non-Key Employee for each Plan Year in which the
VIP is Top-Heavy, even if he has not completed a Year of Service in such Plan
Year or if he has declined to elect to have Salary Reduction Contributions made
on his behalf.
(ii) A Non-Key Employee who is covered under this VIP and under
a qualified defined benefit plan maintained by the Employer shall not be
entitled to the Minimum Allocation under this VIP but shall receive the minimum
benefit provided under the terms of the qualified defined benefit plan.
(b) Top-Heavy Vesting Schedule.
(i) A Non-Key Employee is at all times one hundred percent
(100%) vested in the full value of his Account attributable to his Salary
Reduction Contributions, After-Tax Contributions, and Rollover Contributions.
(ii) Fewer than Two Years of Vesting Service. A Non-Key
Employee whose employment is terminated prior to age sixty-five (65) and prior
to the completion of two (2) or more full Years of Vesting Service shall not be
entitled to any Matching Employer Contributions under the VIP.
(iii) Two or More Years of Vesting Service. A Non-Key Employee
whose employment is terminated after age sixty-five (65) or after the completion
of two (2) or more full Years of Vesting Service shall be one hundred percent
(100%) vested in the full value of his Account attributable to Matching Employer
Contributions under the VIP.
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62
Notwithstanding the foregoing provisions of this Paragraph 16.4(b),
at any time this VIP is a top-heavy plan, in no event will a Participant's
vested percentage interest in the portion of his account attributable to
Matching Employer Contributions be less than his vested percentage interest
determined under Paragraph 10.2 of the VIP.
(c) Limitations on Annual Additions and Benefits. For purposes of
computing the defined benefit plan fraction and defined contribution plan
fraction as set forth in Sections 415(e)(2)(B) and 415(e)(3)(B) of the Code, the
dollar limitations on benefits and annual additions applicable to a limitation
year shall be multiplied by 1.0 rather than 1.25.
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63
ARTICLE XVII
SIGNATURE
The Plan as herein amended and restated has hereby been approved and
adopted to be effective as of the dates set forth herein this 12th day of
September, 1997.
VIACOM INC.
By: /s/ William A. Roskin
----------------------------
Title: Senior Vice President
-------------------------
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APPENDIX A
SPECIAL PROVISIONS APPLICABLE TO CERTAIN PARTICIPANTS
This Appendix sets forth provisions applicable to Participants who
participated or were eligible to participate in certain plans maintained by the
Company and Affiliated Companies prior to January 1, 1996. All accrued benefits
in such plans, including the timing and form of optional forms of payment, that
are required to be protected under Code Section 411(d)(6) have been protected in
the VIP.
I. MTV Networks, Inc.
Notwithstanding anything in the VIP to the contrary, the provisions
of this Appendix A Section I shall apply to all former employees of MTV
Networks, Inc. employed at HA! on June 23, 1991 and who, as of June 24, 1991
became employees of Comedy Partners and employed at Comedy Central (referred to
herein as "Comedy Central Employees").
(A) All Comedy Central Employees shall become fully vested in the
Matching Employer Contributions made to their Accounts regardless of their Years
of Vesting Service or Years of Benefit Service.
(B) With respect to each Comedy Central Employee, the transfer of
employment from MTV Networks, Inc. to employment at Comedy Central shall not be
treated as a termination of employment for purposes of Article XI.
(C) All Comedy Central Employees shall be entitled to obtain loans
from the VIP and deemed to be included in the category of Eligible Borrowers, as
defined in Paragraph 9.1.
(D) All Comedy Central Employees shall be entitled to obtain
withdrawals in accordance with the provisions of Article VIII and shall be
entitled to direct the investment of amounts in their Accounts in accordance
with the provisions of Article VII.
II. Special Provisions with Respect to Participants in Merged Plans
Notwithstanding anything in the VIP to the contrary, the provisions
of this Appendix A, Section II shall apply where indicated to Participants
referred to hereunder.
A. Merging of Assets
Effective as of December 31, 1995, the assets of the following
plans shall be merged into the VIP:
(i) The Paramount Communications Inc. Employees' Savings Plan
(the "PCI Plan");
(ii) The Prentice Hall Computer Publishing Division Retirement
Plan (the "PHCP Plan"); and
(iii) The Blockbuster Entertainment Retirement and Savings
Plan (the "Blockbuster Plan").
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B. Transferred Assets
Any assets transferred to the VIP from a plan enumerated in
Paragraph A above will retain their character as employee after-tax or
before-tax contributions and earnings thereon; employer contributions (matching
or otherwise) and earnings thereon or rollover contributions and earnings
thereon. In addition, except where specified otherwise in this Appendix A, such
transferred assets shall be invested in accordance with the provisions of
Article VII of the VIP.
C. PHCP Plan
Unless stated to the contrary, the following provisions apply
to Employees who were Participants in the PHCP Plan or who were employees of
Prentice Hall Inc. permanently assigned to the Computer Publishing Division
("PHCP Plan Participants") on December 31, 1995 and who subsequently became
Participants in the VIP.
1. Service
Notwithstanding anything to the contrary in Article IV or
any other provision of the VIP, a PHCP Plan Participant's Eligibility Service
and Vesting Service under the VIP shall include the Participant's Eligibility
Service and Vesting Service as of December 31, 1995 under the terms of the PHCP
Plan. For purposes of calculating Eligibility Service and Vesting Service on and
after January 1, 1996, the date of hire of a PHCP Participant shall be January
1, 1996.
In no event shall such Participant be credited with
less Eligibility Service and Vesting Service under the VIP than the service with
which the Participant was credited under the terms of the PHCP Plan on December
31, 1995.
2. Investment of Contributions
With respect to the portion of a Participant's Account
attributable to Company Matching Contributions and Company Retirement
Contributions under the PHCP Plan as of December 31, 1995, and in addition to
any rights a Participant has pursuant to the provisions of Article VII of the
VIP, a PHCP Participant shall have the right to direct the investment of such
amounts attributable to such Company Contributions in the same manner as the
Participant may direct the investment of Salary Reduction Contributions and
After-Tax Contributions as set forth in Article VII of this VIP.
3. Vesting
Notwithstanding anything to the contrary in Article X or
any other provision of the VIP, each PHCP Plan Participant on December 31, 1995
shall become vested in the Matching Employer Contributions to the VIP, together
with any matching employer contributions and retirement contributions made to
the PHCP Plan prior to January 1, 1996, in accordance with the following
schedule:
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Years of Completed Vested
Vesting Service Percentage
------------------ ----------
Less than 1 0%
1 - 2 20%
2 - 3 40%
3 - 4 60%
4 - 5 80%
5 or More 100%
D. PCI Plan
Unless stated to the contrary, the following provisions apply
to employees who were participants in the PCI Plan or who were employed by a
participating employer in the PCI Plan ("PCI Plan Participants") on December 31,
1995 and who subsequently became participants in the VIP.
1. Service:
Notwithstanding anything to the contrary in Article IV or
any other provision of the VIP, a PCI Plan Participant's Eligibility Service and
Vesting Service under the VIP shall include the Participant's eligibility
service and vesting service under the terms of the PCI Plan. For purposes of
determining a PCI Plan Participant's Vesting Service and, if the PCI Plan
Participant was a full-time employee under the PCI Plan as of December 31, 1995,
Eligibility Service, the PCI Plan Participant's date of hire under the VIP shall
be the Participant's date of hire under the PCI Plan.
In no event will a PCI Plan Participant be credited with
less Eligibility Service and Vesting Service under the VIP than the service with
which the Participant was credited under the terms of the PCI Plan on December
31, 1995.
2. Vesting:
Notwithstanding anything to the contrary in Article X or
any other provision of the VIP, each PCI Plan Participant on December 31, 1995
shall become vested in the Matching Employer Contributions to the VIP, together
with any Matching Contributions made to the PCI Plan prior to January 1, 1996,
in accordance with the following schedule:
Years of Completed Vested
Vesting Service Percentage
------------------ ----------
Less than 1 0%
1 - 2 20%
2 - 3 40%
3 - 4 60%
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4 - 5 80%
5 or More 100%
3. ESOP Accounts
(a) The term "ESOP Account" means assets transferred to the
PCI Plan from the Paramount Communications Inc. Employee Stock Ownership Plan.
(b) Amounts held in the ESOP Account shall be invested solely
in the Viacom Inc. Stock Fund.
(c) Any Participant who has attained age 55 and completed at
least ten (10) years of membership with respect to amounts credited to the ESOP
Account (including years of participation under the Paramount Communications
Inc. Employee Stock Ownership Plan) shall be permitted to direct in writing that
up to 25 percent of the number of shares of Viacom Stock attributable to shares
of Paramount Communications Inc. stock acquired after December 31, 1986, and
allocated to his ESOP Account, be distributed to the Participant. Such direction
may be made within 90 days after the close of each Plan Year during the
Participant's Qualified Election Period. Within 90 days after the close of the
last Plan Year in the Participant's Qualified Election Period, such a
Participant may request the distribution of up to 50 percent of the number of
shares of Viacom Stock attributable to Paramount Communications Inc. stock
acquired after December 31, 1986, and allocated to his ESOP Account. Any
direction made during the applicable 90-day period following any Plan Year may
be revoked or modified at any time during such 90-day period. Any such
distributions shall be made no later than the 180th day of the Plan Year in
which the Participant's direction is made. All such directions shall be in
accordance with any notice, rulings, or regulations or other guidance issued by
the Internal Revenue Service with respect to Code Section 401(a)(28)(B). For the
purposes of this Section D(1)(e), the following rules shall apply:
(i) The term "Qualified Election Period" shall mean the six
(6) Plan Year period beginning with the later of the Plan Year in which the
Participant attained age 55 or completes ten (10) years of membership with
respect to amounts credited to the ESOP Account including Years of membership in
the Paramount Communications Inc. Employee Stock Ownership Plan.
(ii) The amount which may be directed by the Participant with
respect to each Plan Year shall be based in each instance on the balance of such
allocated Viacom Stock in the Participant's ESOP Account as of the end of the
prior Plan Year plus prior transfers during the Qualified Election Period,
reduced by any amounts previously directed during the Qualified Election Period.
4. Special Grandfather Provisions Relating To Withdrawal
Provisions For Participants Of Certain Plans Merged Into the
PCI Plan
(a) Prentice-Hall And Subsidiaries Profit Sharing Plan
Solely with respect to the portion of a Participant's
Account attributable to funds held in the Prentice-Hall and Subsidiaries Profit
Sharing Plan on December 31, 1986 (the "P-H Plan"), and in addition to any
rights a Participant has pursuant to the provisions of Article VII of this Plan,
the following shall be applicable:
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(i) At least 60 days prior to each July 1, each Active or
Inactive Participant may file an election with the Retirement Committee to make
a withdrawal of the entire nonforfeitable portion of the Participant's Account
attributable to employer contributions made under the P-H Plan including
earnings after December 31, 1986 attributable to such funds, at least 24 months
prior to the Participant's election.
(b) Esquire, Inc. Retirement Investment/Savings Plan
Notwithstanding the provisions of Article VIII regarding a
Participant's right to withdraw amounts from his or her Account, a Participant's
Account attributable to funds held in the Esquire, Inc. Retirement
Investment/Savings Plan on December 31, 1986 (the "Esquire Plan"), and in
addition to any rights a Participant has pursuant to the provisions of Article
VIII of this Plan, a Participant may file an election with the Retirement
Committee to make a withdrawal of all or any portion of his or her Participant's
Account attributable to amounts transferred from the Allyn and Bacon
Profit-Sharing Plan to the Esquire Plan, including earnings after December 31,
1986 attributable to such funds, provided such election is made at least 30 days
prior to the date of any proposed withdrawal.
(c) Gulf & Western Industries, Inc. Employees' Savings Plan
(the "G+W Plan")
Solely with respect to the portion of a Participant's
Account attributable to funds held in the G+W Plan on December 31, l986, and in
addition to any rights a Participant has pursuant to the provisions of Article
VIII of the Plan, the following shall be applicable:
(i) A Participant may file an election with the Retirement
Committee to make a withdrawal from his or her Participant's Account of the
entire nonforfeitable portion of his or her Participant's Account attributable
to funds held in the G+W Plan on December 31, 1986, including earnings after
December 31, 1986 attributable to such funds. Such an election may be made with
respect to employer contributions made at least 24 months prior to the
Participant's election, except that such 24-month requirement shall not apply if
the Participant has completed at least 5 years of participation in the Plan.
(ii) In the event of financial hardship determined pursuant to
Paragraph 8.1(e) of the Plan or following the attainment of age 59 1/2, a
Participant may file an election with the Retirement Committee to make a
withdrawal from his or her Participant's Account of all or any portion of his or
her Participant's Account of all or any portion of his or her Participant
Account attributable to nonforfeitable funds transferred to the G+W Plan from
the Participant's Matching Employer Contributions Account under the Savings Plus
Plan for Employees or Trans-Lux Corporation and Certain of its Subsidiaries and
or Affiliates, including earnings after December 31, 1986 attributable to such
funds.
(d) Master Data Center, Inc. Employees' Thrift Plan
(i) Solely with respect to the portion of a Participant's
Account attributable to funds held in the Master Data Center, Inc. Employees'
Thrift Plan, and in
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addition to any rights a Participant has pursuant to the provisions of Article
VIII of the Plan, a Participant may withdraw all or any part of his funds
attributable to his after-tax contributions and rollover contributions
(including earnings thereon) under the Master Data Center, Inc. Employees'
Thrift Plan, except that the minimum withdrawal of such funds shall be $100, and
withdrawals of less than $500 shall be in multiples of $100.
(ii) No in-service withdrawals of that portion of the
Participant's Account which is attributable to his Provisional Credit Account
under the Master Data Center Plan shall be permitted.
(e) Computer Curriculum Corporation Savings Plan
Solely with respect to the portion of a Participant's
Account attributable to funds held in the Computer Curriculum Corporation
Savings Plan, and in addition to any rights a Participant has pursuant to the
provisions of Article VIII of this Plan, a Participant may make a hardship
withdrawal of all or any part of his funds attributable to voluntary employee
deferred contributions (as defined under the Computer Curriculum Corporation
Savings Plan), including earnings thereon, in accordance with Article VIII of
this Plan, except that $500 shall be replaced by $100 in clause (i) of Section
7.3.
(f) Premier Advertiser Sales Retirement Plan
Solely with respect to the portion of a Participant's Account
attributable to funds held in the Premier Advertising Sales Retirement Savings
Plan on December 31, 1992, and in addition to any rights a Participant has
pursuant to the provisions of Article VIII of this Plan, a Member may file an
election with the Retirement Committee to withdraw all or any portion of his or
her Account attributable to such funds, including earnings after December 31,
1992 attributable to such funds, at any time after attaining age 59 1/2. Such a
withdrawal shall be permitted only once in any twelve month period.
5. Special Distribution Provisions For Members of Certain Plans
Merged Into the PCI Plan
In applying the rules of this Appendix A to the Plan, the
distribution rules of Article XI of the Plan shall continue to apply unless
specifically provided otherwise herein.
(a) Janus Book Publishers, Inc. 401(k) Profit Sharing Plan
The portion of the Participant's Account attributable to
assets transferred to this Plan from the Janus Book Publishers, Inc. 401(k)
Profit Sharing Plan shall be accounted for separately under this Plan. Solely
with respect to such portion of a Participant's Account attributable to such
assets, and in addition to any rights a Participant has pursuant to the
provisions of Article XI of this Plan, the Participant may elect to receive a
distribution of such assets, including earnings attributable to such funds, in
one of the following annuity forms, in which case the assets in the
Participant's account will be to purchase an annuity contract to provide the
elected distribution form:
(i) Qualified Joint and Survivor Annuity
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This form is available only to a Participant who is married on his or
her Annuity Starting Date. It provides the Participant with a monthly benefit
during his or her lifetime and provides for the continuance of 50% of such
benefit to the Participant's spouse, if living, after the Participant's death.
The monthly payments to the Participant's spouse shall commence on
the first day of the month following the month in which the Participant dies, if
the spouse is then living, and shall continue monthly with the last payment due
for the month in which the Participant's spouse's death occurs.
If the Participant's spouse dies before the Participant commences to
receive benefit payments, the Participant may elect another form of benefit. If
the Participant's spouse predeceases the Participant after payments have
commenced, such payments shall cease upon the Participant's death.
For purposes of this Section, "Annuity Starting Date" shall mean the
first day of the first period for which an amount is paid as an annuity or in
any other form on account of retirement or other termination of employment.
(ii) Single Life Annuity
This form provides the Participant with a monthly retirement
benefit during his or her lifetime, ceasing with the last payment due
immediately preceding his or her date of death.
(iii) Period Certain Annuity
This form provides the Participant with a monthly benefit during
his or her lifetime with the guarantee that a certain specified number (120, 180
or 240, as elected by the Participant) of monthly payments will be made to
either the Participant of his or her Beneficiary.
If this form is elected and the Participant dies prior to the
receipt of the guaranteed monthly payments, the balance of the guaranteed
monthly payments will be paid to the Participant's Beneficiary and will continue
until the total of guaranteed monthly payments have been made to the Participant
and his or her Beneficiary. The first such payment to the Beneficiary shall be
due and payable as of the first day of the month following the Participant's
death.
(iv) Single Premium Deferred Annuity
This form, purchased on the Participant's behalf by the Trustee,
provides the Participant with a segregated account which earns current interest.
The account is not subject to tax until the date (elected by the Participant) on
which payments commence. Subject to the terms of the annuity contract, payments
may be distributed in any of the annuity forms in this Section.
Notwithstanding the foregoing, a Participant who is married on his
or her Annuity Starting Date and who elects to receive his or her Account in the
form of an annuity shall receive a qualified joint and survivor unless the
Participant elects one of
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the other annuity forms described above and the Participant's spouse consents to
such election. The spouse's consent must acknowledge the effect of such election
and must be witnessed by a member of the Retirement Committee or a notary
public.
(b) Cox Enterprises, Inc. Savings and Investment Plan
With respect to a Participant, a portion of whose Account is
attributable to funds held in the Cox Enterprises Inc. Savings and Investment
Plan (the "Cox Plan") on August 31, 1993, and in addition to any rights a
Participant has pursuant to the provisions of Article XI of this Plan, the
following shall be applicable:
(i) A Participant who terminates employment prior to Early or Normal
Retirement Date may elect to receive such amount in installment payments over a
period not to exceed the lesser of (A) 25 years of (B) the joint life expectancy
of the Participant and his or her Beneficiary. A Participant electing
installment payments under this paragraph may elect to have payments commence
anytime after termination of employment, but in no event later than the April 1
of the calendar year following the calendar year in which the Participant
attains age 70 1/2; provided that a Participant who elected to receive benefit
installments may elect, at any time after distributions have commenced, to
receive the remainder of the benefit in a single sum payment.
(ii) A Participant who is actively employed with the Employer beyond
attainment of age 70 1/2 and whose benefit is required to commence no later than
the April 1 of the calendar year following the calendar year in which such
Participant attains age 70 1/2 may elect to have such amount paid in a single
sum payment or in installment payments over a period not to exceed the joint
life expectancy of the Participant and his or her Beneficiary.
(iii) Upon the death of a Participant, his or her Beneficiary may elect
to receive such amount in the form of installment payments for a maximum of 5
years after the date of the Participant's death.
6. Special Vesting Provisions For Members of Certain Plans Merged
Into the PCI Plan
Notwithstanding anything to the contrary in Article X of the
VIP, a PCI Plan Participant who participated in the Cox Enterprises Inc. Savings
and Investment Plan shall be fully vested in his or her Account, including
Company Matching Contributions.
E. Blockbuster Plan
The following provisions apply to Employees who were
participants in the Blockbuster Plan or who were employed by a participating
employer in the Blockbuster Plan ("Blockbuster Participant") on December 31,
1995 and who subsequently became Participants in the VIP.
1. Service: - Notwithstanding anything to the contrary in
Article IV or any other provision of the VIP, a Blockbuster Participant's
Eligibility Service and Vesting Service under the VIP shall include the
Participant's eligibility service and vesting service as of December 31, 1995
under the terms of the Blockbuster Plan. For
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purposes of calculating Eligibility Service and Vesting Service on and after
January 1, 1996, the date of hire of a Blockbuster Plan Participant shall be
January 1, 1996.
In no event shall such Participant be credited with less
Eligibility Service and Vesting Service under the VIP than the service with
which the Participant was credited under the terms of the Blockbuster Plan on
December 31, 1995.
2. Vesting: - Notwithstanding anything to the contrary in
Article X or any other provision of the VIP, each Blockbuster Participant on
December 31, 1995 shall become vested in the Matching Employer Contributions to
the VIP, together with any matching contributions or nonelective employer
contribution made to the Blockbuster Plan prior to January 1, 1996, in
accordance with the following schedule:
Years of Completed Vested
Vesting Service Percentage
------------------ ----------
Less than 1 0%
1 - 2 25%
2 - 3 50%
3 - 4 75%
4 or more 100%
III. Viacom Investment Plan As in Effect Prior to January 1, 1996
A. The following provisions apply to Employees of an Employer prior
to January 1, 1996, including Employees who were Participants in the VIP on
December 31, 1995 and who continued to participate after such date.
For purposes of Section 10.2(b), a Participant's Benefit Service is
that period of Service used in determining the Participant's right to receive a
vested benefit under the VIP. Benefit Service shall be computed according to the
following rules:
1. For service while a Participant on and after January 1, 1989,
Benefit Service shall be, for each Accounting Period within the Plan Year, only
that period for which the Participant elects to have Matchable or Unmatched
Contributions made to the VIP on his behalf. If a Participant is unable to have
Matchable Contributions made to the VIP solely due to the limitations of
Paragraph 15.1, 15.2, or 15.3, he shall be credited with Benefit Service for
each Accounting Period during which he is so restricted whether or not he elects
to have After-Tax Contributions made to the VIP on his behalf. Periods of leave
of absence, layoffs and, except as provided in the preceding sentence, other
periods for which the Participant does not or did not elect to have Matchable or
Unmatched Contributions made to the VIP shall not be counted as Benefit Service.
A Participant shall not be credited with Benefit Service solely due to a
Rollover Contribution made to the VIP on his behalf. Years of Benefit Service
shall be determined by dividing the total number of Accounting Periods for which
Benefit Service is credited by twelve, with fractional years being disregarded;
2. For service while a Participant prior to January 1, 1989, Benefit
Service shall be the Participant's Benefit Service as defined under the
provisions of the VIP in effect on December 31, 1988; provided, however, that
with respect to an Employee who
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terminated employment prior to January 1, 1989, and returned to employment on or
after that date, Benefit Service shall be restored upon reemployment;
3. A Participant's Benefit Service under the VIP shall include
periods of Benefit Service credited to such Participant under the Savings and
Investment Plan for Employees of PVI Transmission Inc. and Paramount (PDI)
Distribution Inc., whether or not assets are transferred to the VIP in
accordance with Paragraph 5.13.
B. Special Provisions With Respect to Participants Who Are Employees
of the Cable Division
Notwithstanding anything in the VIP to the contrary, the provisions
of this Appendix A, Section III. B. shall apply where indicated to Employees who
were Participants in the VIP on December 31, 1995 and who were employees of
Tele-View Inc., commonly referred to as the Cable Division, ("Cable
Participants"), prior to on, and following December 31, 1995:
1. Contributions
(a) Matchable Contributions: A Cable Participant's Matchable
Contributions shall mean those contributions made by his Employer as Salary
Reduction Contributions (including any Salary Reduction Contributions which are
recharacterized pursuant to Paragraph 15.1(c) or 15.3(c)), which may be in an
amount equal to a stated whole percentage from 1% to 5%, inclusively, of his
Compensation, subject to Paragraph 5.14.
(b) Unmatched Contributions: A Cable Participant's Unmatched
Contributions shall mean the sum of those contributions in excess of Matchable
Contributions made by his Employer as Salary Reduction Contributions, which may
be in an amount equal to a stated whole percentage which, including such
Matchable Contributions, does not exceed 15%, inclusively, of his Compensation,
plus those contributions made by the Employee as After-Tax Contributions, which
may be in an amount equal to a stated whole percentage from 1% to 15%,
inclusively, of his Compensation. Notwithstanding the foregoing, in no event
shall the contributions made under this Paragraph 2 when added to the
Participant's Matchable Contributions made under Paragraph 1, exceed 15% of the
Participant's Compensation, subject to Paragraph 5.14.
(c) Matching Employer Contributions: During each Accounting Period,
and subject to Paragraph 5.14, each Employer will contribute an amount equal to
(i) 40% of the Matchable Contributions to the VIP made during such Accounting
Period on behalf of a Participant of such Employer if on the last business day
of that Accounting Period such Participant had completed less than five Years of
Vesting Service with the Company or an Affiliated Company and (ii) 50% of the
Matchable Contributions to the VIP made during such Accounting Period on behalf
of a Cable Participant of such Employer if on the last business day of that
Accounting Period such Cable Participant had completed five or more Years of
Vesting Service with the Company or an Affiliated Company (or, for Matching
Employer Contributions made prior to January 1, 1990, five or more Years of
Benefit Service). Such contributions shall not be limited by the current or
accumulated profits of the Employers. In accordance with Paragraph 15.2(c) or
15.4(c), additional Matching Employer Contributions may be made in order to
comply with the requirements of Paragraph 15.2(a) or 15.4(a). Notwithstanding
the foregoing, each Employer shall make such additional contributions as
necessary to assure that the Matching Employer
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Contributions made on behalf of each Participant during any Plan Year equal at
least 40% (or, if applicable, 50%) of the first 5% of each Participant's Salary
Deferral Contributions during such Plan Year within the limits of Paragraph
15.2(a) or 15.4(a).
2. Investment of Contributions
(a) The Funds available to Cable Participants shall be as follows:
(i) "Certus Interest Income Fund" seeks current income
consistent with preservation of principal and a stable rate of return by
investing in a diversified group of high quality, fixed income investments, as
determined by the Fund's investment manager.
(ii) "Putnam Money Market Fund" seeks current income consistent
with capital preservation, stable principal and liquidity by investing in money
market instruments, as determined by the Fund's investment manager.
(iii) "The Putnam Fund for Growth and Income" seeks capital
growth and current income mainly through a portfolio of income-producing common
stocks and such other investments, all as determined by the Fund's investment
manager.
(iv) "Putnam U.S. Government Income Trust" Fund seeks current
income consistent with preservation of capital through investments in securities
backed by the full faith and credit of the United States government, as
determined by the Fund's investment manager.
(v) "Putnam Vista Fund" seeks capital appreciation through
investment in common stocks selected for above-average growth potential, as
determined by the Fund's investment manager.
(vi) "Putnam Voyager Fund" aggressively seeks capital
appreciation through investment in common stocks, as determined by the Fund's
investment manager.
(vii) "Viacom Stock Fund" is an unsegregated fund invested in
Stock and money market funds valued daily which are invested in short term fixed
obligations of the United States Government and Federal Agencies, certificates
of deposit of commercial banks, and other such short term obligations, all as
determined by the Fund's designated fiduciary.
3. Vesting
(a) Each Cable Participant shall become fully vested in Matching
Employer Contributions upon the earlier of the completion of one Year of Benefit
Service or five years of Vesting Service.
(b) Benefit Service for Cable Participants shall be determined
in accordance with the provisions of Paragraph III. B of this Appendix.
IV. Special Provisions with Respect to Participants in SIP
Notwithstanding anything in the VIP to the contrary, the provisions
of this Appendix A, Section IV shall apply where indicated to Participants
referred to hereunder.
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A. Merging of Assets
Effective as of the close of business on December 31, 1996, the
assets of the SIP shall be merged into the VIP.
B. Transferred Assets
Any assets transferred to the VIP from the SIP will retain their
character as employee after-tax or before-tax contributions and earnings
thereon; employer contributions (matching or otherwise) and earnings thereon or
rollover contributions and earnings thereon. In addition, except where specified
otherwise in this Appendix A, such transferred assets shall be invested in
accordance with the provisions of Article VII of the VIP.
C. Service
Notwithstanding anything to the contrary in Article IV or any
other provision of the VIP, a SIP Participant's Eligibility Service and Vesting
Service under the VIP shall include the Participant's Eligibility Service and
Vesting Service as of December 31, 1996 under the terms of the SIP. For purposes
of calculating Eligibility Service and Vesting Service on and after January 1,
1997, the date of hire of a PHCP Participant shall be the Participant's date of
hire under the SIP.
In no event shall such Participant be credited with less
Eligibility Service and Vesting Service under the VIP than the service with
which the Participant was credited under the terms of the SIP on December 31,
1996.
D. Provisions of SIP Effective January 1, 1996
Effective as of December 31, 1995, the Paramount (PDI)
Distribution Inc. Employees' Savings Plan was merged with and into the Savings
and Investment Plan for Employees of PVI Transmission Inc. and Its Subsidiaries.
The resulting plan as amended was renamed the Savings and Investment Plan for
Employees of PVI Transmission Inc. and Paramount (PDI) Distribution Inc. (the
"SIP"). Effective January 1, 1996, the following provisions of this Plan shall
be effective under the SIP and shall replace the corresponding provisions of the
SIP; provided, however, that "SIP" shall be substituted for "VIP" wherever used
in such provisions; provided, further, that the terms "Company," "Employer,"
"Committee," "Participant," or "Plan," wherever used, shall have the meaning
ascribed to such terms in the Savings and Investment Plan for Employees of PVI
Transmission Inc. and Its Subsidiaries as in effect on December 31, 1995:
1. The following definitions contained in Article II: "Actual
Deferral Percentage"; "Compensation"; "Contribution Percentage";
"Fund".
2. Paragraphs 3.1(b) through (d); 3.2; 3.3.
3. Paragraphs 4.2 and 4.3. Paragraph 4.4 of the Plan shall replace
Paragraph 4.5 of the SIP. Paragraph 4.4 of the SIP ("Benefit
Service") shall apply only as follows: With respect to Employees of
an Employer under the terms of the SIP prior to January 1, 1996,
including Employees who were Participants in the SIP on December 31,
1995 and who continued to participate after such date, for
<PAGE>
76
purposes of Section 10.2(b) of the SIP as in effect on January 1,
1996, a Participant's Benefit Service is that period of Service used
in determining the Participant's right to receive a vested benefit
under the SIP. Benefit Service shall be computed according to the
following rules:
(a) Benefit Service shall be, for each Accounting Period
within the Plan Year, only that period for which the Participant
elects to have Matchable or Unmatched Contributions made to the SIP
on his behalf. If a Participant is unable to have Matchable
Contributions made to the SIP solely due to the limitations of
Paragraph 15.1, 15.2 or 15.3, he shall be credited with Benefit
Service for each Accounting Period during which he is so restricted
whether or not he elects to have After-Tax Contributions made to the
SIP on his behalf. Periods of leave of absence, layoffs and, except
as provided in the preceding sentence, other periods for which the
Participant does not or did not elect to have Matchable or Unmatched
Contributions made to the SIP shall not be counted as Benefit
Service. A Participant shall not be credited with Benefit Service
solely due to a Rollover Contribution made to the SIP on his behalf.
Years of Benefit Service shall be determined by dividing the total
number of Accounting Periods for which Benefit Service is credited by
twelve, with fractional years being disregarded.
(b) A Participant's Benefit Service under the VIP shall
include periods of Benefit Service credited to such Participant under
the Savings and Investment Plan for Employees of PVI Transmission
Inc. and Paramount (PDI) Distribution Inc., whether or not assets are
transferred to the VIP in accordance with Paragraph 5.13.
4. Paragraphs 5.1 through 5.5; 5.7; 5.11; 5.14.
5. Article VII.
6. Paragraphs 8.1(c) and (e).
7. Paragraphs 10.1 and 10.2.
8. Paragraph 11.2.
In addition, effective January 1, 1996, the term "Employer"
shall include Paramount (PDI) Distribution Inc.
E. Provisions for Former Participants in the Paramount (PDI)
Distributions Inc. Employees' Savings Plan Who Participated in the SIP
Unless stated to the contrary, the following provisions apply to
employees who were participants in the Paramount (PDI) Distributions Inc.
Employees' Savings Plan (the "PDI Plan") or who were employed by a participating
employer in the PDI Plan on December 31, 1995 ("PDI Plan Participants") and who
subsequently became participants in the SIP.
<PAGE>
77
1. Service:
Notwithstanding anything to the contrary in Article IV or
any other provision of the SIP, a PDI Plan Participant's Eligibility Service and
Vesting Service under the SIP shall include the Participant's eligibility
service and vesting service under the terms of the PDI Plan. For purposes of
determining a PDI Plan Participant's Vesting Service and, if the PDI Plan
Participant was a full-time employee under the PDI Plan as of December 31, 1995,
Eligibility Service, the PDI Plan Participant's date of hire under the SIP shall
be the Participant's date of hire under the PDI Plan.
In no event will a PDI Plan Participant be credited with
less Eligibility Service and Vesting Service under the SIP than the service with
which the Participant was credited under the terms of the PDI Plan on December
31, 1995.
2. Vesting:
Notwithstanding anything to the contrary in Article X or
any other provision of the SIP, each PDI Plan Participant on December 31, 1995
shall become vested in the Matching Employer Contributions to the SIP, together
with any Matching Contributions made to the PDI Plan prior to January 1, 1996,
in accordance with the following schedule:
Years of Completed Vested
Vesting Service Percentage
------------------ ----------
Less than 1 0%
1 - 2 20%
2 - 3 40%
3 - 4 60%
4 - 5 80%
5 or More 100%
<PAGE>
78
APPENDIX B
DIVISIONS NOT INCLUDED IN VIACOM INVESTMENT PLAN
Notwithstanding the provisions of Section 2.17 of the Plan, the following
operations of MTV Networks are not included in the definition of Employer under
this Plan:
Games Productions
Remote Productions
<PAGE>
79
APPENDIX C
Pending the effective date of any changes in Investment Funds elected by
Participants in accordance with Plan Section 7.6, or in the event that a
Participant fails to file a special January 1, 1996 election for previously
designated investment, amounts previously designated for investment shall be
temporarily invested in the following Transition Funds:
(a) For Participants who were Participants in the VIP or the Savings
and Investment Plan for Employees of PVI Transmission Inc. and Its Subsidiaries
on December 31, 1995:
Previously Designated Fund Transition Fund
Viacom Stock Fund Same
Putnam Voyager Fund Same
Putnam Vista Fund Putnam Investors Fund
Putnam Fund for Growth and Income Same
Putnam U.S. Government Income Trust Putnam Income Fund
Certus Interest Income Fund Same
Putnam Money Market Fund Certus Interest Income Fund
(b) For Participants who were members of the Paramount Communications
Inc. Employees' Savings Plan, the Prentice Hall Computer Publishing Division
Retirement Plan or the Paramount (PDI) Distribution Inc. Employees' Savings Plan
on December 31, 1995:
Previously Designated Fund Transition Fund
Equity Fund Certus Interest Income Fund
Income Fund Certus Interest Income Fund
Balanced Fund The George Putnam Fund of
Boston
Viacom Inc. Stock Fund Stock Viacom Inc. Stock Fund
(c) For Participants who were members of the Blockbuster
Entertainment Retirement and Savings Plan as of December 31, 1995:
Previously Designated Fund Transition Fund
Nations Prime Certus Interest Income Fund
Nations Strategic Fixed Putnam Income Fund
Nations Balanced Asset George Putnam Fund of Boston
Nations Capital Growth Putnam Investors Fund
<PAGE>
80
APPENDIX D
AFFILIATED COMPANIES DESIGNATED AS EMPLOYER UNDER THE
VIACOM INVESTMENT PLAN AS OF JANUARY 1, 1996
In accordance with Paragraph 2.17 of the Plan, the following Affiliated
Companies adopted the Plan effective January 1, 1996 or such other date as
indicated:
Blockbuster Entertainment Inc.
Paramount (PDI) Distribution Inc.(1)
Paramount Pictures Corporation
Paramount Parks Inc.
Prentice-Hall, Inc.
Showtime Networks Inc.
Simon & Schuster, Inc.
Viacom International Services Inc.(2)
In accordance with Paragraph 2.17 of the Plan, the following Affiliated
Companies have been designated by the Board of Directors of the Company as
Employers under the Plan as of January 1, 1996:
Viacom Broadcasting of Seattle, Inc.
Riverside Broadcasting Company Inc.(3)
WNYT Inc.(4)
WVIT Inc.
VSC Communications Inc.
KBSG Inc.(5)
KNDD Inc.(6)
KYSR Inc.(7)
Viacom Broadcasting East Inc.(8)
WMZQ Inc.(9)
MTV Networks Latin America, Inc.
MTV Networks Company
Nickelodeon Magazines Inc.
Tele-Vue Systems Inc.(10)
- ------------
(1) Adopted the Plan effective January 1, 1997.
(2) Renamed Viacom International Inc. effective July 31, 1996.
(3) Ceased to be an Employer effective July 2, 1997, the date of sale of the
company.
(4) Ceased to be an Employer effective September 30, 1996, the date of sale
of the company.
(5) Ceased to be an Employer effective August 1, 1996, the date of sale of
the company.
(6) Ceased to be an Employer effective August 1, 1996, the date of sale of
the company.
(7) Ceased to be an Employer effective July 2, 1997, the date of sale of the
company.
(8) Ceased to be an Employer effective July 2, 1997, the date of sale of the
company.
(9) Ceased to be an Employer effective July 2, 1997, the date of sale of the
company.
(10)Ceased to be an Employer effective July 31, 1996, the date of sale of
the company.
<PAGE>
RESOLUTIONS OF THE
RETIREMENT COMMITTEE OF THE
VIACOM INVESTMENT PLAN
WHEREAS, the Viacom Investment Plan ("The Plan") is maintained for the
benefit of eligible employees of Viacom Inc. (the "Company") and certain related
companies that have adopted the Plan; and
WHEREAS, The Board of Directors of the Company appointed the members of
the Viacom Retirement Committee (the "Committee") pursuant to Section 12.1 of
the Plan; and
WHEREAS, pursuant to Section 13.1 of the Plan, the Committee has the
power to amend the Plan; and
WHEREAS, effective October 26, 1998, the Company sold the stock of the
Blockbuster Music business to Wherehouse Entertainment, Inc. and
WHEREAS, it is desired to amend the Plan to fully vest all Blockbuster
Music participants in their accrued benefits as of October 26, 1998, and to
provide that affected participants may choose to receive distributions from the
Plan regardless of whether they continue employment with Wherehouse
Entertainment Inc.
NOW, THEREFORE, BE IT RESOLVED, that in order to effectuate the above intentions
the Committee approves the amendments to the Plan attached hereto as Exhibit A.
RESOLVED, FURTHER that the proper officers of the Company are authorized and
directed to take all such actions that are necessary or desirable, in their
discretion, to effectuate the foregoing resolutions, including the making of any
amendments (including amendments required by the Internal Revenue Service) to
the Plan and the trust agreements maintained thereunder, in connection with the
implementation of the above described actions, and filing the Plan with the
Internal Revenue Service for a determination letter with respect to the
qualification of the Plan under Section 401(a) of the Internal Revenue Code.
1
<PAGE>
EXHIBIT A
AMENDMENTS TO THE
VIACOM INVESTMENT PLAN
Effective October 26, 1998, the Plan is amended by inserting at the end
thereof a new Appendix E, Special Provisions Applicable to Participants of Sold
Businesses, such Appendix E to read in its entirely as follows:
APPENDIX E
SPECIAL PROVISIONS APPLICABLE TO
PARTICIPANTS OF SOLD BUSINESSES
This appendix sets forth special rules applicable to Participants who were
employed in businesses that were sold by the Company.
A. Blockbuster Music
In regard to Participants who were employed in the Blockbuster Music
business on October 26, 1998, the Closing Date of the sale of the Blockbuster
Music business to Wherehouse Entertainment Inc. ("Blockbuster Music
Participants"):
1. Vesting - Notwithstanding any provision of the Plan to the
contrary, including but not limited to Plan Section 10.2,
Blockbuster Music Participants shall be fully vested in
the value of their accrued benefit determined as of
October 26, 1998.
2. Distributions - Notwithstanding any provision of the Plan
to the contrary, including but not limited to Plan Section
11.9, for the purpose of determining a Blockbuster Music
Participant's entitlement to a distribution under the
Plan, a termination of employment or retirement shall be
deemed to have occurred on October 26, 1998, the sale of
the Blockbuster Music business to Wherehouse Entertainment
Inc., regardless of whether the Participant continues in
the employ of Wherehouse Entertainment Inc.
2
<PAGE>
RESOLUTIONS OF THE
RETIREMENT COMMITTEE OF THE
VIACOM INVESTMENT PLAN
WHEREAS, the Viacom Investment Plan ("The Plan") is maintained for the
benefit of eligible employees of Viacom Inc. (the "Company") and certain related
companies that have adopted the Plan; and
WHEREAS, The Board of Directors of the Company appointed the members of
the Viacom Retirement Committee (the "Committee") pursuant to Section 12.1 of
the Plan; and
WHEREAS, pursuant to Section 13.1 of the Plan, the Committee has the
power to amend the Plan; and
WHEREAS, effective November 25, 1998, the Company sold the educational
publishing businesses of Simon & Schuster Inc. to Pearson plc.
WHEREAS, it is desired to amend the Plan to fully vest all educational
publishing participants in their accrued benefits as of November 25, 1998; and
NOW, THEREFORE, BE IT RESOLVED, that in order to effectuate the above intentions
the Committee approves the amendments to the Plan attached hereto as Exhibit A.
RESOLVED, FURTHER that the proper officers of the Company are authorized and
directed to take all such actions that are necessary or desirable, in their
discretion, to effectuate the foregoing resolutions, including the making of any
amendments (including amendments required by the Internal Revenue Service) to
the Plan and the trust agreements maintained thereunder, in connection with the
implementation of the above described actions, and filing the Plan with the
Internal Revenue Service for a determination letter with respect to the
qualification of the Plan under Section 401(a) of the Internal Revenue Code.
3
<PAGE>
EXHIBIT A
AMENDMENTS TO THE
VIACOM INVESTMENT PLAN
Effective November 25, 1998, Appendix E of the Plan is amended by
inserting at the end thereof a new Paragraph B, such paragraph to read in its
entirely as follows:
B. Educational Publishing Businesses of Simon & Schuster Inc.
In regard to Participants who were employed in the educational
publishing businesses of Simon & Schuster Inc. on November 25, 1998, the Closing
Date of the Sale of such businesses to Pearson plc. ("Educational Publishing
Participants"):
1. Vesting - Notwithstanding any provision of the Plan to the
contrary, including but not limited to Plan Section 10.2,
Educational Publishing Participants shall be fully vested
in the value of their accrued benefit determined as of
November 25, 1998.
4
BLOCKBUSTER INVESTMENT PLAN
Effective May 1, 1999
BBIP
<PAGE>
5.
50179 ver. 02
50179 ver. 02
TABLE OF CONTENTS
PAGE
ARTICLE I PREAMBLE............................................................1
ARTICLE II DEFINITIONS........................................................2
2.1 Accounting Period............................................2
2.2 Account(s)...................................................2
2.3 Actual Deferral Percentage...................................2
2.4 Affiliated Company...........................................3
2.5 After-Tax Contributions......................................3
2.6 Annual Addition..............................................3
2.7 Beneficiary..................................................3
2.8 Board........................................................4
2.9 Break in Service.............................................4
2.10 Committee....................................................4
2.11 Company......................................................4
2.12 Compensation.................................................4
2.13 Contribution Percentage......................................4
2.14 Disability...................................................5
2.15 Earnings.....................................................5
2.16 Employee.....................................................5
2.17 Employer.....................................................6
2.18 ERISA........................................................6
2.19 Excess Aggregate Contributions...............................6
2.20 Excess Salary Reduction Contributions........................6
2.21 Former Participant...........................................7
2.22 Fund.........................................................7
2.23 Highly Compensated Participant...............................8
2.24 Hour of Service.............................................10
2.25 Leased Employee.............................................10
2.26 Matchable Contributions.....................................10
2.27 Matching Employer Contributions.............................10
2.28 Merged Plan.................................................10
2.29 Parental Leave..............................................10
2.30 Participant.................................................10
2.31 Payroll Period..............................................10
2.32 Plan Year...................................................10
2.33 Predecessor Plan............................................10
2.34 Qualified Nonelective Contributions.........................11
2.35 Rollover Contributions......................................11
<PAGE>
2.36 Salary Reduction Contributions..............................11
2.37 Severance Date..............................................11
2.38 Stock.......................................................11
2.39 Trust Agreement.............................................11
2.40 Trustee.....................................................11
2.41 Unmatched Contributions.....................................11
2.42 Valuation Date..............................................11
2.43 Vesting Service.............................................12
2.44 BIP.........................................................12
2.45 Year of Eligibility Service.................................12
2.46 Year of Vesting Service.....................................12
ARTICLE III ELIGIBILITY FOR PARTICIPATION....................................13
3.1 Eligibility.................................................13
3.2 Method of Becoming a Participant............................14
3.3 Reemployed Participants.....................................14
3.4 Events Affecting Participation..............................14
ARTICLE IV SERVICE...........................................................15
4.1 Companies For Whom Credited.................................15
4.2 Year of Eligibility Service.................................15
4.3 Year of Vesting Service.....................................17
4.4 Additional Service Credit...................................18
ARTICLE V CONTRIBUTIONS......................................................19
5.1 Matchable Contributions.....................................19
5.2 Unmatched Contributions.....................................20
5.3 Election of Salary Reduction and After-Tax Contributions....20
5.4 Change in Amount or Form of Contributions...................20
5.5 Suspension of Contributions.................................20
5.6 Cessation of Contributions..................................21
5.7 Matching Employer Contributions.............................21
5.8 Remittance of Contributions to Trustee......................21
5.9 Remittance of Matching Employer Contributions to Trustee....21
5.10 Refund of Matching Employer Contributions...................21
5.11 Additional Employer Contributions...........................22
5.12 Rollover Contributions......................................22
5.13 Limitation on Contributions.................................23
<PAGE>
ARTICLE VI PARTICIPANT ACCOUNTS..............................................24
6.1 Valuation of Assets.........................................24
6.2 Credits to Participant Accounts.............................24
6.3 Debits of Participant Accounts..............................24
6.4 Statement of Participant Accounts...........................24
ARTICLE VII INVESTMENT OF CONTRIBUTIONS......................................25
7.1 Investment of Salary Reduction Contributions and
After-Tax Contributions.....................................25
7.2 Investment of Matching Employer Contributions...............25
7.3 Change in Investment Election for Current Contributions.....25
7.4 Change in Investment Election for Prior Contributions.......25
7.5 Special Investment Elections................................25
7.6 Fiduciary Responsibility for Investments....................25
ARTICLE VIII WITHDRAWALS DURING EMPLOYMENT...................................26
8.1 Withdrawals of Salary Reduction Contributions,
After-Tax Contributions, Matching Employer Contributions,
Transferred Amounts, and Rollover Contributions.............26
8.2 Withdrawal Procedures.......................................29
8.3 Funds to be Charged with Withdrawal.........................30
8.4 Frequency of Withdrawals....................................30
ARTICLE IX PARTICIPANT LOANS.................................................31
9.1 Loan Subaccounts............................................31
9.2 Eligibility for Loans.......................................31
9.3 Availability of Loans.......................................31
9.4 Amount of Loan..............................................32
9.5 Terms of Loan...............................................32
9.6 Distribution and Repayment of Loan..........................33
9.7 Events of Default and Action Upon Default...................33
ARTICLE X VESTING AND TERMINATION OF EMPLOYMENT..............................35
10.1 Matchable, Unmatched, Qualified Nonelective and
Rollover Contributions......................................35
10.2 Matching Employer Contributions.............................35
10.3 Forfeitures.................................................35
<PAGE>
ARTICLE XI PAYMENT OF BENEFITS OTHER THAN WITHDRAWALS........................37
11.1 Forms of Payment............................................37
11.2 Modification or Revocation of Form of Payment Election......37
11.3 Stock Election..............................................37
11.4 Consent Requirements........................................38
11.5 Valuation and Payment Procedures for Lump Sum Payments......38
11.6 Valuation and Payment Procedures for Installment Payments...39
11.7 Time of Payment and Minimum Distribution Requirements.......40
11.8 Direct Rollover Distributions...............................41
11.9 Distributions on Sales of Businesses or Transfers to
Non-Affiliated Companies....................................42
ARTICLE XII ADMINISTRATION OF THE BBIP.......................................43
12.1 Appointment Of Committee....................................43
12.2 Organization And Operation Of The Committee --..............43
12.3 Expenses....................................................44
12.4 Duties, Powers and Responsibilities of the Retirement
Committee.................................................44
12.5 Required Information........................................45
12.6 Indemnification.............................................45
12.7 Claims And Appeal Procedure.................................45
12.8 Liability of Committee Members..............................47
12.9 Reliance on Reports and Certificates........................47
12.10 Member's Own Participation.....................................47
12.11 Fiduciary Indemnification......................................47
12.12 Allocation of Responsibilities.................................47
12.13 Multiple Capacities............................................48
ARTICLE XIII AMENDMENT AND TERMINATION.......................................49
13.1 Right to Amend or Terminate.................................49
13.2 Distribution of Funds Upon Termination of the BBIP..........49
ARTICLE XIV GENERAL PROVISIONS...............................................50
14.1 Employment Relationships....................................50
14.2 Non-Alienation of Benefits..................................50
14.3 Qualified Domestic Relations Order..........................50
14.4 Exclusive Benefit of Employees..............................50
14.5 Merger, Consolidation or Transfer of Assets or
Liabilities...............................................50
14.6 Appointments of Trustee.....................................50
<PAGE>
14.7 Discretion of the Board of Directors and the Committee......51
14.8 Voting Viacom Inc. Common Stock.............................51
14.9 Payments to Minors and Incompetents.........................51
14.10 Employee's Records.............................................51
14.11 Titles and Headings............................................52
14.12 Use of Masculine and Feminine; Singular and Plural.............52
14.13 Governing Law..................................................52
ARTICLE XV NONDISCRIMINATION AND ANNUAL ADDITION
LIMITATIONS.................................................53
15.1 Limitation on Salary Reduction Contributions............... 53
15.2 Maximum Contribution Percentage.............................55
15.3 Limitation on Annual additions............................. 57
ARTICLE XVI TOP-HEAVY PLAN...................................................60
16.1 General Rule................................................60
16.2 Top-Heavy Plan..............................................60
16.3 Definitions.................................................60
16.4 Requirements Applicable if BBIP is Top-Heavy................61
ARTICLE XVII SIGNATURE.......................................................63
APPENDIX A SPECIAL PROVISIONS APPLICABLE TO CERTAIN
PARTICIPANTS................................................64
APPENDIX B DIVISIONS NOT INCLUDED IN BLOCKBUSTER INVESTMENT PLAN.............65
APPENDIX C AFFILIATED COMPANIES DESIGNATED AS EMPOYER UNDER
THE BLOCKBUSTER INVESTMENT PLAN AS OF MAY 1, 1999....................66
<PAGE>
ARTICLE I
PREAMBLE
1.1 Blockbuster Inc. (the "Company") and its participating subsidiaries
adopted the Blockbuster Investment Plan, which is effective May 1, 1999 for the
purpose of providing a convenient way for employees both to save for their
retirement.
1.2 Effective as of December 31, 1995, the Blockbuster Entertainment
Retirement and Savings Plan (the "Merged Plan"), and the assets and liabilities
thereunder, was merged into the Viacom Investment Plan (the "VIP"). All
provisions of the Merged Plan that were required to be protected under Section
411(d)(6) of the Internal Revenue Code of 1986, as amended, were protected in
the VIP.
1.3 Effective as of May 1, 1999, Viacom Inc. has elected to spin-off the
assets and liabilities attributable to those VIP Participants who were Employees
of Blockbuster Inc. and to transfer those assets and liabilities to the BIP. All
service credited to affected participants in the VIP shall be credited in the
BIP.
1.4 It is the intention of the Company that the Blockbuster Investment Plan
and Trust shall meet the requirements of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") and of the Internal Revenue Code of 1986, as
amended (the "Code") and shall continue to be qualified and exempt under
Sections 401(a) and 501(a) of the Code, and shall qualify under such
requirements as a profit sharing plan that includes a cash or deferred
arrangement within the meaning of Section 401(k) of the Code.
1.5 The rights of any Employee or former Employee whose employment
terminated prior to the effective date of any amendment and the rights of the
Beneficiary of such Employee or former Employee shall be governed by the terms
of the Plan (including any merged-in or predecessor plan) as in effect at the
time of such termination of employment, except in the event such Employee is
rehired and except as otherwise specifically provided herein, or as required by
law.
1.
<PAGE>
ARTICLE II
DEFINITIONS
2.1 "Accounting Period" shall mean the period of four or five consecutive
calendar weeks in a calendar month used by each Employer in the maintenance of
Participant and Employer Accounts.
2.2 "Account(s)" shall mean with respect to any Participant the accounts
maintained by the Committee or its designee with respect to which are allocated
Salary Reduction Contributions, After-Tax Contributions, Rollover Contributions,
Matching Employer Contributions, and any other contributions or direct transfers
made to the BIP on behalf of any Participant or Beneficiary. In addition, the
Committee shall allocate amounts and otherwise adjust each such Account in
accordance with Article VI.
2.3 "Actual Deferral Percentage" with respect to any group of actively
employed eligible Participants for a Plan Year shall mean the average of the
ratios (calculated separately for each Participant in the group) of:
(a) The amount of Salary Reduction Contributions authorized by the
Participant to be paid to the Trust for such Plan Year plus the amount of any
Qualified Nonelective Contributions made for the Plan Year, divided by
(b) The Participant's Compensation for such Plan Year.
Notwithstanding the foregoing, for purposes of this Paragraph,
"Compensation" for any year shall mean the total amount of wages paid by the
Employer to a Participant within the meaning of Section 3401(a) of the Code
(without regard to any rules under Section 3401(a) that limit the remuneration
included in wages based on the nature or location of the employment or the
services performed (such as the exception for agricultural labor in Section
3401(a)(2)) and all other payments of compensation to a Participant by an
Employer (in the course of the Employer's trade or business) for which the
Employer is required to furnish the Participant a written statement under
Sections 6401(d), 6051(a)(3) and 6052 of the Code (a Form W-2), modified to
include all amounts currently not included in the Participant's gross income by
reason of Sections 125 and 402(e)(3) of the Code.
For purposes of determining Actual Deferral Percentages, any
Participant who is suspended from participation pursuant to Paragraphs 5.5 or
8.1(e) shall be treated as an eligible Participant. Actual Deferral Percentages
will be determined in accordance with all applicable requirements (including, to
the extent applicable, the family aggregation requirements) of Section 401(k) of
the Code and the regulations and other guidance thereunder.
2.
<PAGE>
2.4 "Affiliated Company" shall mean any corporation or other entity that is
required to be aggregated with the Company pursuant to Sections 414(b), (c),
(m), or (o) of the Code but only to the extent so required.
2.5 "After-Tax Contributions" shall mean those contributions made by
Participants by means of payroll deduction in accordance with Paragraphs 5.2 and
5.3. After-Tax Contributions are included in each Participant's income for
Federal income and Social Security tax purposes and are subject to the
limitations of Article XV.
2.6 "Annual Addition" shall mean for any Plan Year, Salary Reduction
Contributions, Matching Employer Contributions, Qualified Nonelective
Contributions, additional Employer contributions pursuant to Paragraph 5.11
(which shall be treated as Annual Additions only to the extent and for the
limitation year required by regulations or other guidance issued pursuant to
Code Section 415), After-Tax Contributions, and forfeitures, if any, allocated
to a Participant's Accounts.
2.7 "Beneficiary" shall mean the person designated by the Participant to
receive any death benefits payable hereunder. Each Participant has the right,
from time to time, to change any designation of Beneficiary. A designation or
change of Beneficiary must be in writing on forms supplied by the Committee and
any change of Beneficiary will not become effective until such change of
Beneficiary is filed with the Committee whether or not the Participant is alive
at the time of such filing; provided, however, that any such change will not be
effective with respect to any payments made by the Trustee in accordance with
the Participant's last designation and prior to the time such change was
received by the Committee. Notwithstanding the above, in the case of any
Participant who is married on the date of his death, the Participant's spouse as
of his date of death shall be his Beneficiary unless she shall have consented to
a different Beneficiary on prescribed forms and before either a notary public or
an individual designated by the Committee. In the absence of an effective
designation or if a named Beneficiary shall have died, any death benefits
payable hereunder on behalf of the Participant shall be distributed to the first
of the following classes of successive preference beneficiaries:
(1) the Participant's surviving spouse;
(2) the Participant's surviving children;
(3) the Participant's surviving parents;
(4) the Participant's surviving brothers and sisters;
(5) the estate of the person last receiving benefits hereunder.
Any individual who is designated as an alternate payee in a qualified
domestic relations order (as defined in Section 414(p) of the Code) relating to
a Participant's benefits under this BIP shall be treated as a Beneficiary
hereunder, to the extent provided by such order.
3.
<PAGE>
2.8 "Board" shall mean the Board of Directors of the Company.
2.9 "Break in Service" shall mean a period of severance from service as
determined in accordance with Paragraph 4.2 and Paragraph 4.3.
2.10 "Committee" shall mean the persons appointed to the Retirement
Committee to administer the Plan or its designees, in accordance with Article
XII.
2.11 "Company" shall mean Blockbuster Inc., a Delaware Corporation.
2.12 "Compensation" shall mean a Participant's base pay for services
rendered to the Employer paid during a Payroll Period, including all pre-tax
elective contributions made on behalf of a Participant either to a "qualified
cash or deferred arrangement" (as defined under Section 401(k) of the Code and
applicable regulations) or a "cafeteria plan" (as defined under Code Section 125
and applicable regulations) maintained by an Employer, plus all overtime pay,
annual cash bonuses under the Company's or Viacom's Short Term Incentive Plan or
certain other comparable annual cash bonus plans sponsored by the Company or an
Employer, commissions, hazard pay and shift differential pay, but excluding (i)
deferred compensation (ii) additional compensation of every other kind,
including cash bonuses under a Company Long Term Performance Plan, if any. For
Participants who are eligible for the Company's Excess Investment Plan,
Compensation shall exclude cash bonuses under Company's or Viacom's Short Term
Incentive Plan and certain other comparable annual cash bonus plans sponsored by
the Company or an Employer. The total amount of a Participant's Compensation
taken into account for any Plan Year shall not exceed $160,000, or the otherwise
applicable annual compensation limitation in effect under Section 401(a)(17)
limitation of the Code, as adjusted by the Internal Revenue Service for
increases in the cost of living in accordance with Section 401(a)(17) of the
Code and the regulations and other guidance issued thereunder. If any Plan Year
consists of fewer than twelve months, the Section 401(a)(17) limitation will be
multiplied by a fraction, the numerator of which is the number of months in the
Plan Year, and the denominator of which is twelve. In the case of an Employee
who begins, resumes, or ceases to be eligible to make contributions during a
Plan Year, the amount of Compensation included in the Actual Deferral Percentage
and Contribution Percentage is the amount of Compensation received by the
Participant during the entire Plan Year.
2.13 "Contribution Percentage" with respect to any specified group of
actively employed eligible Participants for a Plan Year shall mean the average
of the ratios (calculated separately for each Participant in the group) of:
(a) the amount of Matching Employer Contributions and After-Tax
Contributions, plus the amount of any Salary Reduction Contributions
recharacterized pursuant to Paragraph 15.1(c) or 15.3(c), Salary Reduction
Contributions treated as Matching Employer Contributions pursuant to Paragraph
15.2(c) or 15.4(c), and any Qualified Nonelective Contributions or additional
Matching Employer Contributions made
4.
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pursuant to Paragraph 15.2(c) or 15.4(c), paid to the Trust Fund on behalf of
each such Participant for such Plan Year, to
(b) the Participant's Compensation for such Plan Year.
Notwithstanding the foregoing, (i) for purposes of this Paragraph,
"Compensation" for any year shall mean the total amount of wages paid by the
Employer to a Participant within the meaning of Section 3401(a) of the Code
(without regard to any rules under Section 3401(a) that limit the remuneration
included in wages based on the nature or location of the employment or the
services performed (such as the exception for agricultural labor in Section
3401(a)(2)) and all other payments of compensation to a Participant by an
Employer (in the course of the Employer's trade or business) for which the
Employer is required to furnish the Participant a written statement under
Sections 6401(d), 6051(a)(3) and 6052 of the Code (a Form W-2), modified to
include all amounts currently not included in the Participant's gross income by
reason of Sections 125 and 402(e)(3) of the Code.
For purposes of determining Contribution Percentages, any Participant
who is suspended from participation pursuant to Paragraphs 5.5 or 8.1(e) shall
be treated as an eligible Participant. Contribution Percentages will be
determined in accordance with the applicable requirements (including, to the
extent applicable, the family aggregation requirements) of Section 401(m) of the
Code and the regulations and other guidance issued thereunder.
2.14 "Disability" shall mean a permanent and total disability that
qualifies an Employee for benefits under the provisions of the Company's Long
Term Disability Plan. The determination of whether a Participant has incurred a
Disability for purposes of this BIP shall be made by the Retirement Committee or
its delegate.
2.15 "Earnings" shall mean the total amount of wages paid by the Employer
to a Participant within the meaning of Section 3401(a) of the Code (without
regard to any rules under Section 3401(a) that limit the remuneration included
in wages based on the nature or location of the employment or the services
performed (such as the exception for agricultural labor in Section 3401(a)(2))
and all other payments of compensation to a Participant by an Employer (in the
course of the Employer's trade or business) for which the Employer is required
to furnish the Participant a written statement under Sections 6401(d),
6051(a)(3) and 6052 of the Code (a Form W-2).
2.16 "Employee" shall mean an employee of the Company or an Affiliated
Company. A "Full Time Employee" means any Employee who is classified in the
Employer's employment records as a full-time Employee. A "Part-Time Employee"
means any Employee who is classified in the Employer's employment records as a
part-time Employee. Notwithstanding the foregoing, the term "Employee" shall
exclude Leased Employees covered by a plan described in Section 414(n)(5) of the
Code.
5.
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2.17 (a) "Employer" shall include the Company and any Affiliated
Company participating in the Plan as provided in Section 2.17(b). When used in
reference to Matching Employer Contributions for a Participant, the term
"Employer" will refer to the Employer employing such Participant. When used in
reference to the collective obligations of all Employers in the group, the
obligation of each Employer will be proportionate to the contributions of or on
behalf of its Participants to the BIP.
(b) If any company is now or becomes an Affiliated Company of an
Employer, including the Company, the Retirement Committee may include the
employees of that company in the membership of the Plan upon appropriate action
by that company necessary to adopt the Plan. In that event, or if any persons
become Employees of an Employer as the result of the merger or consolidations or
as the result of the acquisition of all or part of the assets or business of
another company, the Retirement Committee shall determine to what extent, if
any, credit and benefits shall be granted for previous service with the
subsidiary, associated or other company, but subject to the continued
qualifications of the Trust for the Plan as tax-exempt under the Code. The
Retirement Committee may exclude the employees of any division of an Employer
from membership in the Plan upon appropriate action by the Employer.
2.18 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and regulations issued pursuant to said Act.
2.19 "Excess Aggregate Contributions" shall mean with respect to each
Highly Compensated Participant, the amount equal to the total Matching Employer
Contributions made on his behalf and his After-Tax Contributions (including
Salary Reduction Contributions which are recharacterized pursuant to Paragraph
15.1(c) or 15.3(c)) determined prior to the application of the leveling
procedure described below minus the product of the Participant's Contribution
Percentage, determined after the application of the leveling procedure described
below, multiplied by the Participant's Compensation, as determined for purposes
of Paragraph 2.13. Under the leveling procedure, the Contribution Percentage of
the Highly Compensated Participant with the highest such percentage is reduced
to the extent required to enable the limitations of Paragraph 15.2(a) or 15.4(a)
to be satisfied, or, if it results in a lower reduction, to the extent required
to cause such Participant's Contribution Percentage to equal that of the Highly
Compensated Participant with the next highest Contribution Percentage. This
leveling procedure is repeated until the limitations of Paragraph 15.2(a) or
15.4(a) are satisfied. In no case shall the amount of Excess Aggregate
Contributions with respect to any Highly Compensated Participant exceed the
After-Tax Contributions and Matching Employer Contributions made on behalf of
such Participant in any Plan Year.
2.20 "Excess Salary Reduction Contributions" shall mean with respect to
each Highly Compensated Participant, the amount equal to total Salary Reduction
Contributions on behalf of the Participant (determined after the application of
Paragraph 15.1(b) or 15.3(b) and prior to the application of the leveling
procedure described in that section) plus any Qualified Nonelective
Contributions made pursuant to Paragraph 15.1(d) or 15.3(d) minus the product of
the Participant's Actual Deferral Percentage (determined
6.
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after application of Paragraph 15.1(b) or 15.3(b) and after the leveling
procedure described below) multiplied by the Participant's Compensation, as
determined under Paragraph 2.3. In accordance with the regulations issued under
Section 401(k) of the Code, Excess Salary Reduction Contributions shall be
determined by a leveling procedure under which the Actual Deferral Percentage of
the Highly Compensated Participant with the highest such percentage shall be
reduced to the extent required to enable the limitation of Paragraph 15.1(a) or
15.3(a) to be satisfied, or, if it results in a lower reduction, to the extent
required to cause such Highly Compensated Participant's Actual Deferral
Percentage to equal the Actual Deferral Percentage of the Highly Compensated
Participant with the next highest Actual Deferral Percentage. This leveling
procedure shall be repeated until the limitations of Paragraph 15.1(a) or
15.3(a) are satisfied.
2.21 "Former Participant" shall mean a person whose active participation in
the BIP shall have terminated by reason of death, Disability, retirement,
transfer to an Affiliated Company or other affiliated entity that is not an
Employer, termination of employment, or any other reason, but who still has a
participating interest in the BIP.
2.22 "Fund" shall mean the Trust Fund held by the Trustee in accordance
with the Trust Agreement and, effective May 1, 1999, will consist of separate
Funds as herein described. The Company or the appropriate Named Fiduciary shall
have the authority, consistent with the terms of the Trust Agreement, to appoint
a designated investment manager (as defined in ERISA Section 3(38)), who shall
have the authority to invest and manage all or any part of the assets of the
Funds. To the extent the Trustee is directed by the Committee or a designated
investment manager, the Trustee may invest and reinvest in collective investment
funds (as authorized by ERISA and any related governmental regulations and
rulings) maintained by the Trustee for the investment of assets of employee
benefit plans qualified under Section 401(a) and exempt under Section 501(a) of
the Code whereupon the instrument or instruments establishing such collective
investment funds, as amended from time to time, shall constitute a part of this
BBIP with respect to any assets of the BIP which are invested in such funds.
The Funds described herein also include amounts transferred from the
VIP, which upon such transfer, were invested among the Funds as directed by each
affected Participant.
The Funds described herein include:
(a) "Viacom Inc. Stock Fund" consists of Viacom Inc. common stock in
Class B non-voting shares. The value of this fund is directly determined by the
market value of Viacom B shares.
(b) "Capital Research EuroPacific Growth Fund" invests in stocks of
companies outside the U.S. The Capital Research EuroPacific Growth Fund presents
a high level of risk.
7.
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(c) "Putnam Voyager Fund" holds a portfolio of common stocks of
companies which have potential for high capital growth. The fund is designed to
offer above-average risk with above-average earnings potential.
(d) "Putnam Investors Fund" invests in common stock of well-known,
medium-to-large companies that have been industry leaders. These investments
provide returns from dividends and capital appreciation over the long term. The
fund is designed to offer above-average investment risk and above-average
potential earnings.
(e) "Putnam Growth and Income Fund" invests primarily in common stocks
that offer potential for capital growth and current income. The fund is designed
to offer moderate risk with moderate potential returns.
(f) "George Putnam Fund" invests in a balanced portfolio of stocks and
bonds that seeks to produce capital growth and current income. These investments
are designed to offer moderate risk with moderate potential returns.
(g) "Putnam Income Fund" invests in corporate and government bonds.
This fund are designed to offer a lower level of risk with lower levels of
potential earnings.
(h) "Certus Interest Income Fund" seeks to preserve principal while
offering a competitive and predictable rate of return. This fund is invested
primarily in investment contracts issued and endorsed by insurance companies and
banks in which the interest rate is fixed for the term of the contract.
2.23 "Highly Compensated Participant" shall include those Employees who
meet the definition of "Highly Compensated Employee" as determined under Section
414(q) of the Code and the regulations issued thereunder, as set forth herein.
The term "Highly Compensated Employee" includes "Highly Compensated Active
Employees" and "Highly Compensated Former Employees" and shall be determined as
follows:
(a) "Highly Compensated Active Employee" means an Employee described
in Code Section 414(q) and the regulations thereunder, who performs services for
the Company or an Affiliated Company during the Plan Year and is in one or more
of the following groups:
(1) Employees who at any time during the
Determination Year or the Look-Back Year were owners (as
defined in Code Section 318) of more than five percent of the
outstanding stock of the Company or an Affiliated Company, or
stock possessing more than five percent of the total combined
voting power of all stock of the Company and its Affiliated
Companies.
8.
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(2) Employees who received Compensation during the
Look-Back Year in excess of $80,000 (adjusted for increases in
the cost of living at the same time and in the same manner
permitted under Code Section 415(d)).
The determination of "Highly Compensated Active
Employee" may be made by the Company or an Affiliated Company
on the basis of the "Top-Paid Group" election or the
substantiation guidelines in accordance with such regulations,
notices or other guidance issued under Code Section 414(q).
(b) The "Top-Paid Group" for any Determination Year or
Look-Back Year shall include all Employees who are in the top twenty percent
(20%) of all Employees on the basis of Compensation. For purposes of determining
the number of employees in the "Top-Paid Group," the following Employees are
disregarded:
(1) Employees who have not completed six months of service
by the end of the year;
(2) Employees who normally work less than 17 1/2hours per
week for the year;
(3) Employees who normally work during less than six months
during any year;
(4) Employees who have not attained age 21 by the end of
such year; and
(5) Employees who are nonresident aliens receiving no
United States source income within the meaning of
Sections 861(a)(3) and 911(d)(2) of the Code.
(c) A "Highly Compensated Former Employee" means an Employee
who separated from service prior to the Determination Year, who performed no
services for an Employer during the Determination Year, and who was a Highly
Compensated Active Employee for either such Employee's separation year or any
Determination Year ending on or after the Employee's 55th birthday.
(d) For purposes of determining Highly Compensated Employees,
"Compensation" for a Determination Year or a Look-Back Year shall be determined
in the same manner as "Earnings" in Paragraph 2.15 of the BIP, increased by
pre-tax amounts described in Sections 125 and 402(e)(3) of the Code under plans
maintained by the Company or similar amounts under plans maintained by an
Affiliated Company.
(e) Notwithstanding the foregoing, the determination of Highly
Compensated Participants may be made under the calendar year calculation
election under the regulations issued pursuant to Code Section 414(q). In
accordance with such election, if it is made by the Committee or its designee,
each Look-Back Year calculation shall be based on the calendar year ending
within the applicable Determination Year. Such election shall apply to all other
plans maintained by an Affiliated Company. The Committee or its designee may
elect to apply the calendar year election for any Plan Year.
<PAGE>
Further, the Committee or its designee may elect to apply such other rules for
determining Highly Compensated Employees, including substantiation guidelines,
as issued pursuant to Code Section 414(q).
2.24 "Hour of Service" shall mean each hour credited under Paragraph 4.2.
2.25 "Leased Employee" shall mean any person as defined in Section
414(n)(2) of the Code.
2.26 "Matchable Contributions" shall mean a Participant's Salary Reduction
Contributions which are made pursuant to Paragraphs 5.1 and 5.3, with respect to
which Matching Employer Contributions are made.
2.27 "Matching Employer Contributions" shall mean contributions made by
each Employer in accordance with Paragraph 5.7 and which are subject to the
limitations of Article XV.
2.28 "Merged Plan" shall mean the Blockbuster Entertainment Retirement and
Savings Plan which was merged into the Viacom Investment Plan "VIP" effective
December 31, 1995.Special provisions applicable to Participants who were
participants in the Merged Plan and the VIP are set forth in Appendix A.
2.29 "Parental Leave" shall mean, for purposes of determining Vesting
Service under Paragraph 4.3, a period in which the Employee is absent from work
immediately following her active employment because of the Employee's pregnancy,
the birth of the Employee's child or the placement of a child with the Employee
in connection with the adoption of that child by the Employee, or for purposes
of caring for that child for a period beginning immediately following that birth
or placement. Parental Leave shall include such periods of leave described in
the Family and Medical Leave Act of 1993 solely to the extent required
thereunder.
2.30 "Participant" shall mean an Employee who meets the eligibility
requirements set forth in Article III herein and who has on file with the
Company an authorization to withhold or reduce part of his Compensation as a
periodic contribution to the BIP. Such term shall, if the context shall permit,
include a Former Participant.
2.31 "Payroll Period" shall mean the regular period (whether weekly or
biweekly or semimonthly or otherwise) on which Compensation payments are based.
2.32 "Plan Year" shall mean (i) for the initial Plan Year, the eight month
period beginning on May 1, 1999 and ending on December 31, 1999, and (ii) for
each subsequent Plan Year, the twelve-month period which begins on each January
1.
2.33 "Predecessor Plan " shall mean the Viacom Investment Plan.
10.
<PAGE>
2.34 "Qualified Nonelective Contributions" shall mean contributions that
are made pursuant to Paragraphs 15.1(d), 15.2(c), 15.3(d) and 15.4(c), meet the
requirements of Section 401(m)(4)(C) of the Code and the regulations issued
thereunder, and which are designated as a Qualified Nonelective Contribution for
purposes of satisfying the limitations of Paragraphs 15.1(a), 15.2(a), 15.3(a)
or 15.4(a). Qualified Nonelective Contributions shall be nonforfeitable when
made and are distributable only in accordance with the distribution and
withdrawal provisions that are applicable to Salary Reduction Contributions
under the BIP; provided, however, that Qualified Nonelective Contributions may
not be withdrawn on account of financial hardship. If any Qualified Nonelective
Contributions are made, the Company shall keep such records as necessary to
reflect the amount of such contributions made for purposes of satisfying the
limitations of Paragraphs 15.1(a), 15.2(a), 15.3(a) or 15.4(a). Qualified
Nonelective Contributions may be taken into account for purposes of the
limitations in Paragraphs 15.1(a), 15.2(a), 15.3(a) or 15.4(a) only if the
nondiscrimination and plan aggregation conditions described in Treasury
Regulation sections 1.401(m)-1(b)(5) and 1.401(k)-1(b)(5) and any other guidance
issued thereunder are satisfied.
2.35 "Rollover Contributions" shall mean contributions made by Participants
in accordance with Paragraph 5.12.
2.36 "Salary Reduction Contributions" shall mean pre-tax elective
contributions within the meaning of Section 401(k) of the Code and the
regulations thereunder made by Participants in accordance with Paragraph 5.3.
Salary Reduction Contributions are subject to the limitations of Article XV.
2.37 "Severance Date" shall mean the date upon which service is severed as
determined under Paragraphs 4.2 and 4.3.
2.38 "Stock" shall mean any class of common or preferred stock of Viacom
Inc., a Delaware corporation.
2.39 "Trust Agreement" shall mean the trust agreement by and among the
Employers and the Trustee, dated as of May 1, 1999, as the same may at any time
and from time to time be amended.
2.40 "Trustee" shall mean the Trustee acting under the Trust Agreement.
2.41 "Unmatched Contributions" shall mean Salary Reduction Contributions
and After-Tax Contributions made by Participants in accordance with Paragraphs
5.2 and 5.3, with respect to which Matching Employer Contributions are not made.
2.42 "Valuation Date" shall mean, effective May 1, 1999, any day on which
the New York Stock Exchange or any successor to its business is open for
trading, or such other date as may be designated by the Committee.
11.
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2.43 "Vesting Service" shall mean an Employee's service, as determined
under Paragraph 4.3.
2.44 "BIP" shall mean the Blockbuster Investment Plan as described
herein and any amendment thereto.
2.45 "Year of Eligibility Service" shall mean the period of Service as
defined in Paragraph 4.2 which is used in determining an Employees' eligibility
to participate in the BIP.
2.46 "Year of Vesting Service" shall mean the period of Service, as
defined in Paragraph 4.3, which is used in determining an Employee's
nonforfeitable right to Matching Employer Contributions.
12.
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ARTICLE III
ELIGIBILITY FOR PARTICIPATION
3.1 Eligibility:
(a) Each Employee in the employ of an Employer on April 30,
1999 who was a Participant in the VIP shall automatically continue to be a
Participant in the BIP as of May 1, 1999.
(b)(i) Each other Full-Time Employee of an Employer will be
eligible to become a Participant on the first day of the month in which he
attains age 21 and completes one Year of Eligibility Service, provided that he
is employed by an Employer at such time and he satisfies the requirements of
Paragraph 3.2.
(ii) Each other Part-Time Employee of an Employer will be
eligible to become a Participant on the first day of the month following the
month in which she attains age 21 and completes one Year of Eligibility Service,
provided that he is employed by an Employer at such time and he satisfies the
requirements of Paragraph 3.2
(c) Notwithstanding the foregoing, the following persons are
not eligible to participate under the BIP: (i) any Employee who is a
non-resident alien of the United States for federal tax purposes, (ii) any
Employee included in a group determined by the Board not to be eligible for
participation in the BIP, (iii) any Employee included in a classification of
hourly employees whose terms and conditions of employment are subject to the
provisions of a collective bargaining agreement, unless the terms of the
collective bargaining agreement provide for eligibility for participation in the
BIP, (iv) any Employee of a foreign Employer who is a United States citizen,
unless specifically determined by the Company to be eligible for participation
in the BIP, (v) a Leased Employee, and (vi) any Employee who is a United States
citizen who does not receive payment for services directly from the Company's
United States based payroll, employees of employment agencies which are not an
Affiliated Company, persons who perform services for the Company but who are not
Company employees and persons whose services are rendered pursuant to written
arrangements which expressly recite that the service provider is not eligible
for participation in the Plan, including persons who qualify as "leased
employees" under the Internal Revenue Service rules.
(d) The preceding notwithstanding, any Full-Time Employee or
Part-Time Employee who has satisfied the applicable service requirements prior
to commencing employment with the Employer by reason of prior service credited
under Paragraph 4.1 will be eligible to become a Participant on the first day of
his employment with the Employer.
13.
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3.2 Method of Becoming a Participant: An eligible Employee may become a
Participant (or resume participation in accordance with Paragraph 5.5) by making
written application to participate in the BIP under the appropriate procedures
prescribed the Committee. An Employee's participation will become effective as
soon as is administratively practical following the date such election is
received by the Committee.
3.3 Reemployed Participants: An Employee who was a Participant in the VIP
or who satisfied the requirements of Paragraph 3.1 but did not enroll under
Paragraph 3.2 and whose employment with an Employer has terminated but who
subsequently is reemployed shall again become a Participant or eligible to
become a Participant on the first date on which he is reemployed by an Employer,
satisfies the requirements of Paragraph 3.2 and, if such Employee is a Part-Time
Employee, completes an Hour of Service. A Part-Time Employee who did not satisfy
the requirements of Paragraph 3.1 and whose employment with an Employer has
terminated shall, after a one-year Break in Service, be treated as a newly-hired
Employee upon his reemployment by an Employer. A Part-Time Employee who did not
satisfy the requirements of Paragraph 3.1 and whose employment with an Employer
has terminated shall, if he is rehired before the end of a one-year Break in
Service, be eligible to become a Participant in accordance with Paragraphs 3.1
and 3.2, with his Hours of Service being measured from his original date of
hire. If a Full-Time Employee's Eligibility Service is severed prior to the
completion of a Year of Eligibility Service, his period of Eligibility Service
prior to severance shall be aggregated with his period of Eligibility Service
subsequent to reemployment. If a Full-Time Employee's Eligibility Service is
severed prior to the completion of a Year of Eligibility Service but he is
reemployed within the 12 consecutive month period commencing on his Severance
Date, the period of severance shall constitute Eligibility Service. In all such
cases, Vesting Service for periods after reemployment shall be determined in
accordance with the provisions of the Plan in effect during such reemployment.
3.4 Events Affecting Participation. If a Participant is transferred to
employment with an Affiliated Company, or any other business affiliated with the
Company, that is not participating in the BIP, or is transferred to a
classification of employment with the Company or an Affiliated Company that
makes him ineligible to participate under Paragraph 3.1(c), his active
participation under the BIP shall be suspended. During the period of his
employment in such ineligible position, he shall not be eligible to have
allocated to his account any contributions made under Paragraphs 5.1, 5.2, or
5.7.
14.
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ARTICLE IV
SERVICE
4.1 Companies For Whom Credited. Except as otherwise provided, Service with
respect to any Employee shall mean periods of employment with the Company, an
Affiliated Company (on or after the date of affiliation unless determined
otherwise by the Committee), and any predecessor corporation of an Employer, or
a corporation merged, consolidated or liquidated into the Employer or a
predecessor of the Employer, or a corporation, substantially all of the assets
of which have been acquired by the Employer, if the Employer maintains a plan of
such a predecessor corporation or corporation whose assets were acquired. If the
Employer does not maintain a plan maintained by such a predecessor, periods of
employment with such a predecessor shall be credited as Service only to the
extent required under regulations prescribed by the Secretary of the Treasury
pursuant to Section 414(a)(2) of the Code.
In all events, periods recognized in the VIP on behalf of a
Participant shall be recognized as Eligibility Service and as Vesting Service,
as appropriate, under the BIP on behalf of such Participant and in no event will
a Participant be credited with less Eligibility Service or Vesting Service under
the BIP than the service with which the Participant was credited under the terms
of the VIP on April 30, 1999.
4.2 Year of Eligibility Service:
(a) Full-Time Employees: A Full-Time Employee's Eligibility Service
shall be measured in years and days (with each consecutive 365 days of Service
being equivalent to one Year of Eligibility Service) from the date on which
employment commences with the Company or an Affiliated Company (including
periods of employment credited pursuant to Paragraph 4.1) to the Employee's
Severance Date. Except as may be provided in Paragraph 4.1 or Appendix A, for
Employees who were employed by the Company or an Affiliated Company prior to May
1, 1999, Eligibility Service shall be equal to the sum of (1) the Employee's
Eligibility Service as of April 30, 1999, credited under the provisions of the
VIP as then in effect, plus (2) the Employee's Eligibility Service under this
Paragraph 4.2(a), determined as if the Employee's date of hire were May 1, 1999.
Eligibility Service shall include, by way of illustration but not by way of
limitation, the following periods:
(i) Any leave of absence from employment which is authorized by
the Company, by an Affiliated Company or predecessor, or other employer
described in Paragraph 4.1; and
(ii) Any period of military service in the Armed Forces of the
United States required to be credited by law; provided, however, that the
Employee returns to the employment of the Company, Affiliated Company or
predecessor or other employer
15.
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described in Paragraph 4.1 within the period his or her reemployment rights are
protected by law.
Fractional years shall be disregarded; provided, however, that all
Years of Eligibility Service prior to and subsequent to any period of severance
shall be aggregated. Notwithstanding the foregoing, if an Employee's service is
severed but he is reemployed within the 12 consecutive month period commencing
on his Severance Date, the period of severance shall constitute Eligibility
Service.
A Full-Time Employee's "Severance Date" means the earlier of the date
on which he resigns, retires, is discharged or dies, or the first anniversary of
the date on which he is first absent from service, with or without pay, for any
other reason such as vacation, sickness, disability, or leave of absence;
provided, however, that if a Full-Time Employee is absent beyond such first
anniversary date by reason of Parental Leave, his Severance Date shall be the
second anniversary of the first date of such absence. The twelve-month period
beginning on the first anniversary of the first date of such absence and ending
on the second anniversary of such absence shall be a year of absence and shall
not be credited to the Full-Time Employee as a Year of Vesting Service nor as a
period of severance under the BIP. A one-year period of severance shall occur if
a Full-Time Employee's employment is severed and the Full-Time Employee is not
reemployed within the 12 consecutive month period commencing on his Severance
Date.
(b) Part-Time Employees A Part-Time Employee shall complete a Year of
Eligibility Service if he completes at least 1,000 Hours of Service during the
twelve consecutive month period beginning with the date the Part-Time Employee
commences employment or re-employment with the Company or an Affiliated Company
or during the Plan Year commencing within such twelve-month period or any Plan
Year thereafter. No Eligibility Service is counted for any computation period in
which an Employee completes less than 1,000 Hours of Service. For purposes of
applying Paragraph 3.3 to any Part-Time Employee, a one-year Break in Service
shall occur if an Employee completes less than 501 Hours of Service in any
computation period. An "Hour of Service" means, with respect to any applicable
computation period, the number of hours recorded on the Employee's time sheets
or other records used by the Employer to record an Employee's time for which he
is directly or indirectly compensated by an Employer or the number of hours for
which the Employee is directly or indirectly compensated by an Affiliated
Company, an other affiliated entity or a Predecessor Company if such Predecessor
Company maintained a qualified plan which is continued by an Employer, but only
if such service with an Affiliated or Predecessor Company or other affiliated
entity otherwise meets the requirements of this section and only to the extent
the Board of Directors by resolution specifically so determines, consistent with
regulations adopted by the Secretary of the Treasury; provided that seven hours
shall be credited for each calendar day which is a scheduled workday for the
Employer, Affiliated Company, Predecessor Company or other affiliated entity, up
to a total of 501 Hours of Service on account of any single continuous period
during which the Employee performs no duties and for which the Employee is on:
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(i) an unpaid leave approved by the Employer, including a personal
leave of absence, vacation leave, sick leave or disability leave approved by the
Employer, provided he returns to Employment upon the expiration of such leave,
(ii) unpaid jury duty, or
(iii) unpaid military leave of absence in the Armed Forces of the
United States arising from a compulsory military service law or a declared
national emergency and as may be approved by the Board, provided the Employee
returns to the employment of the Employer within 90 days (or such longer period
as may be provided by law for the protection of re-employment rights) after his
discharge or release from active military duty.
The term Hour of Service shall also include each hour for which
back pay, irrespective of mitigation of damages, has been awarded or agreed by
an Employer. Such Hours of Service shall be credited to the Employee for the
Plan Year or Years to which the award pertains.
Hours of Service as defined above shall be computed and credited
in accordance with paragraphs (b) and (c) of section 2530.200b-2 of the
Department of Labor Regulations.
4.3 Year of Vesting Service:
A Full-Time or Part-Time Employee's Vesting Service shall be measured
in years and days (with each consecutive 365 days of Service being equivalent to
one Year of Vesting Service) from the date on which employment commences with
the Company or an Affiliated Company (including periods of employment credited
pursuant to Paragraph 4.1) to the Employee's Severance Date. Except as provided
in Paragraph 4.1 or Appendix A, for Employees who were employed by the Company
or an Affiliated Company prior to May 1, 1999, Vesting Service shall be equal to
the sum of (1) the Employee's Vesting Service as of April 30, 1999, credited
under the provisions of the VIP as then in effect, plus (2) the Employee's
Vesting Service under this Paragraph 4.2(a), determined as if the Employee's
date of hire were May 1, 1999. Vesting Service shall include, by way of
illustration but not by way of limitation, the following periods:
(a) Any leave of absence from employment which is authorized by the
Company, by an Affiliated Company or predecessor, or other employer described in
Paragraph 4.1; and
(b) Any period of military service in the Armed Forces of the United
States required to be credited by law; provided, however, that the Employee
returns to the employment of the Company, Affiliated Company or predecessor or
other employer described in Paragraph 4.1 within the period his or her
reemployment rights are protected by law.
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Fractional years shall be disregarded; provided, however,
that all Years of Vesting Service prior to and subsequent to any period of
severance shall be aggregated. Notwithstanding the foregoing, if an Employee's
Vesting Service is severed but he is reemployed within the 12 consecutive month
period commencing on his Severance Date, the period of severance shall
constitute Vesting Service.
An Employee's "Severance Date" means the earlier of the date
on which he resigns, retires, is discharged or dies, or the first anniversary of
the date on which he is first absent from service, with or without pay, for any
other reason such as vacation, sickness, disability, or leave of absence;
provided, however, that if an Employee is absent beyond such first anniversary
date by reason of Parental Leave, his Severance Date shall be the second
anniversary of the first date of such absence. The twelve-month period beginning
on the first anniversary of the first date of such absence and ending on the
second anniversary of such absence shall be a year of absence and shall not be
credited to the Employee as a Year of Vesting Service nor as a period of
severance under the BIP. A one-year period of severance shall occur if an
Employee's employment is severed and the Employee is not reemployed within the
12 consecutive month period commencing on his Severance Date.
4.4 Additional Service Credit:
The Committee, in its sole discretion, may provide additional credit
for purposes of determining Eligibility Service or Vesting Service, for periods
not required to be credited under this Article IV.
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ARTICLE V
CONTRIBUTIONS
5.1 Matchable Contributions:
(a) A Participant's Matchable Contributions shall mean those
contributions made by his Employer as Salary Reduction Contributions (including
any Salary Reduction Contributions which are recharacterized pursuant to
Paragraph 15.1(c)), which may be in an amount equal to a stated whole
percentage, as indicated in 5.1(b) below, of his Compensation, subject to
Paragraph 5.14.
(b) The amount of a Participant's Salary Reduction Contribution that
is eligible to be Matchable Contributions, as a stated whole percentage of
Compensation, is determined as a percentage of Prior Year Base Pay (as defined
in subparagraph (c)) according to the following:
Prior Year Base Pay Matchable Contribution
------------------- ----------------------
Up to $65,000 1% to 6%
More than $65,000 1% to 5%
(c) Solely for purposes of 5.1(b) above, a Participant's Prior Year
Base Pay shall be determined as follows:
(i) For Employees who become Participants on or prior to September 1
of a Plan Year, including the initial Plan Year:
(A) for the initial Plan Year of participation, the Participant's
annual rate of base pay as of September 1 of the preceding Plan Year, or if
later, the date the Participant first became an Employee of an Employer.
(B) For each subsequent Plan Year, the Participant's annual rate
of base pay as of September 1 of the preceding Plan Year.
(ii) For Employees who become Participants on or after October 1 of a
Plan Year, including the initial Plan Year:
(A) For the initial Plan Year of participation, the Participant's
annual rate of base pay as of the date the Participant became an Employee of an
Employer or, if later, September 1 of the preceding Plan Year.
(B) For each subsequent Plan Year, the Participants' annual rate
of base pay as of September 1 of the preceding Plan Year.
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5.2 Unmatched Contributions: A Participant's Unmatched Contributions shall
mean (i) those contributions in excess of Matchable Contributions made by his
Employer as Salary Reduction Contributions, that may be in an amount equal to a
stated whole percentage that, when added to such Matchable Contributions, does
not exceed 15% of his Compensation, and (ii) those contributions made by the
Employee as After-Tax Contributions, that may be in an amount equal to a stated
whole percentage from 1% to 15%, inclusively, of his Compensation.
Notwithstanding the foregoing, in no event shall the contributions made under
this Paragraph 5.2(i) and 5.2(ii), when added to the Participant's Matchable
Contributions made under Paragraph 5.1, exceed 15% of the Participant's
Compensation, subject to Paragraph 5.14.
5.3 Election of Salary Reduction and After-Tax Contributions: Subject
to Paragraphs 5.1 and 5.2, each Participant may authorize (pursuant to
procedures prescribed by the Committee) his Employer to contribute Salary
Reduction Contributions to the BIP on his behalf by payroll deduction, for each
Payroll Period within an Accounting Period, which shall be designated as
Matchable Contributions to the extent of the first 5% or 6%, whichever is
applicable of his Compensation and which shall be designated as Unmatched
Contributions to the extent such amounts exceed 5% or 6%, whichever is
applicable, of his Compensation for such Plan Year. Each Participant may, in
addition to Salary Reduction Contributions, make an election (pursuant to
procedures prescribed by the Committee) to contribute After-Tax Contributions to
the BIP by means of payroll deduction for each Payroll Period in an Accounting
Period. Such elections will be effective for the first Payroll Period next
following the date the election is received by the Committee.
5.4 Change in Amount or Form of Contributions: The percentage of
Compensation designated by the Participant as his Salary Reduction Contributions
or After-Tax Contributions will continue in effect, notwithstanding any change
in his Compensation, until he elects to change such percentage. A Participant,
by making an election in the manner approved by the Committee (including changes
made by telephonic instruction as prescribed by the Committee) may change the
foregoing percentages at any time in the Plan Year, subject to the limitations
herein. Any such change, including a complete suspension, will become effective
as of the first Payroll Period practicable following the date such election is
processed, and provided, further, that if a Participant's Salary Reduction
Contributions or After-Tax contributions are reduced in accordance with
Paragraph 15.1(b) or 15.2(b), such a reduction will become effective as of the
first Payroll Period practicable which begins after the date such reduction is
determined by the Committee. A Participant may not make a subsequent change in
the amount or form of his or her contributions until 30 days have passed since
the prior change.
5.5 Suspension of Contributions: If a Participant elects to suspend his
or her Matchable Contributions to the BIP in accordance with Paragraph 5.4, all
Matching Employer Contributions to the Participant's Account will also be
suspended.
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5.6 Cessation of Contributions: After-Tax Contributions and Salary
Reduction Contributions of a Participant will cease to be effective with the
Payroll Period that ends immediately prior to or coincident with:
(a) the Participant's transfer to an Affiliated Company which is not
an Employer or such other entity with which the Employer has an affiliation and
that is designated by the Committee in its discretion, in which case the
Participant's contributions shall be involuntarily suspended for the duration of
his employment with such Affiliated Company or entity; if such an employee again
becomes an eligible Employee and elects to become a Participant, he must follow
the procedure outlined in Paragraph 3.2.
(b) the Participant's termination of employment for any reason
including retirement, death or Disability.
(c) the Participant's withdrawal of amounts pursuant to Paragraph
8.1(e), but only to the extent required by such Paragraph.
5.7 Matching Employer Contributions: During each Accounting Period, and
subject to Paragraph 5.14, each Employer will contribute an amount equal to 50%
of the Matchable Contributions to the BIP made during such Accounting Period on
behalf of a Participant of such Employer. Such contributions shall not be
limited by the current or accumulated profits of the Employers. In accordance
with Paragraph 15.2(c) and 15.4(c), additional Matching Employer Contributions
may be made in order to comply with the requirements of Paragraph 15.1(a) or
15.2(a).
5.8 Remittance of Contributions to Trustee: Amounts deducted from
payroll as After-Tax Contributions and Salary Reduction Contributions will be
remitted to the Trustee as soon as such contributions can reasonably be
segregated from the Employer's general assets but no later than the last day
required by the Code and ERISA. Such amounts shall be credited to the Accounts
of the respective Participants in accordance with such Participants' investment
elections.
5.9 Remittance of Matching Employer Contributions to Trustee: Matching
Employer Contributions will be made in cash or in Stock, as determined by the
Board, and as may be permitted by the terms of the Trust Agreement. Amounts
contributed by the Employer will be remitted to the Trustee as soon as
practicable after the end of a Payroll Period and the Trustee shall purchase
Stock with the amounts so paid to it, and credit such amounts to the Viacom
Stock Fund. The Committee shall credit such Stock to the Accounts of the
respective Participants whose contributions are so paid to the Trustee.
5.10 Refund of Matching Employer Contributions: All Matching Employer
Contributions are hereby conditioned on them being allowed as a deduction for
federal income tax purposes by the Employer. A Matching Employer Contribution
shall be, as determined by the Committee, refunded to the Employer, used to
reduce future Matching Employer Contributions or used to defray administrative
expenses, if such contribution:
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(a) was made by a mistake of fact; or
(b) was made conditioned upon the contribution being allowed as a
deduction for federal income tax purposes and such deduction is disallowed,
including any advance determination of disallowance pursuant to any guidance
issued by the Internal Revenue Service.
The permissible refund under (a) must be made within one year from the
date the contribution was made to the BIP, and under (b) must be made within one
year from the date of disallowance of the tax deduction.
5.11 Additional Employer Contributions: If, with respect to any Plan Year,
any Participant's Account is not credited with the amounts of Matchable
Contributions, Unmatched Contributions, Matching Employer Contributions,
Qualified Nonelective Contributions, if any, or earnings on any such
contributions to which such Participant is entitled under the BIP, or if an
error is made with respect to the investment of the assets of the Fund which
error results in an error in the amount credited to a Participant's Account, and
such failure is due to administrative error in determining or allocating the
proper amount of such contributions or earnings, the Employer may make
additional contributions to the Account of any affected Participant to place the
affected Participant's Account in the position that would have existed if the
error had not been made.
5.12 Rollover Contributions:
(a) A Participant may, with the approval of the Committee, make a
Rollover Contribution. An Employee of an Employer who has not completed the
eligibility requirements in Article III of the BIP may participate in the BIP
solely for purposes of the rollover contribution provisions hereunder. The
Trustee shall credit the amount of any Rollover Contribution to the
Participant's Account, in accordance with the Participant's designation, as of
the date the Rollover Contribution is made.
(b) The term Rollover Contribution means the contribution of an
"eligible rollover distribution" to the Trustee by the Employee on or before the
sixtieth (60th) day immediately following the day the contributing Employee
receives the "eligible rollover distribution" or a contribution of an "eligible
rollover distribution" to the Trustee by the Employee or the trustee of another
"eligible retirement plan" (as defined in Section 402(c)(8)(B) of the Code) in
the form of a direct transfer under Section 401(a)(31) of the Code.
(c) The term "eligible rollover distribution" means:
(i) part or all of a distribution to the Employee from an
individual retirement account or individual retirement annuity (as defined in
Section 408 of the Code) maintained for the benefit of the Employee making the
Rollover Contribution,
22.
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the funds of which are solely attributable to an eligible rollover distribution
from an employee plan and trust described in Section 401(a) of the Code which is
exempt from tax under Section 501(a) of the Code, (a "conduit IRA"); or
(ii) part or all of the amount (other than nondeductible employee
contributions) received by such Employee or distributed directly to this BIP on
such Employee's behalf from an employee plan and trust described in Code Section
401(a) which is exempt from tax under Code Section 501(a).
In all events, such amount shall constitute an "eligible rollover
distribution" only if such amount qualifies as such under Code Section 402(c)
and the regulations and other guidance thereunder and is a distribution of all
or any portion of the balance to the credit of the Employee from the
distributing plan or conduit IRA other than any distribution: (1) that is one of
a series of substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the distributee or for a
specified period of ten years or more; (2) to the extent such distribution is
required under Code Section 401(a)(9); (3) to the extent such distribution is
not includible in gross income (determined without regard to the exclusion for
net unrealized appreciation with respect to employer securities); or (4) that is
made to a non-spouse beneficiary.
(d) Once accepted by the Trust, an amount rolled over pursuant to this
Paragraph 5.12 shall be credited to the Participant's Accounts, and invested in
the Funds (other than the Viacom Inc. Stock Fund) in accordance with the
Participant's directions for such amounts. Thereafter, such rolled over amounts
shall be administered and invested in accordance with Articles VI and VII and
subject to the distribution provisions set forth in Articles VIII, X and XI. The
limitations of Article XV shall not apply to Rollover Contributions. All
Rollover Contributions shall be made in cash and shall be fully vested. No
Matching Employer Contributions shall be made with respect to Rollover
Contributions.
5.13 Limitation on Contributions: Notwithstanding any other provisions of
the BIP to the contrary, in no event may the contributions made to the BIP by or
on behalf of any Participant in any Plan Year exceed the percentage elected
under Paragraphs 5.1 and 5.2, and the percentage determined under Paragraph 5.7,
multiplied by the Participant's Compensation not in excess of the annual
compensation limitation in effect under Section 401(a)(17) of the Code, as
adjusted by the Internal Revenue Service for increases in the cost of living in
accordance with Section 401(a)(17) of the Code and the regulations and other
guidance issued thereunder.
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ARTICLE VI
PARTICIPANT ACCOUNTS
6.1 Valuation of Assets: As of each Valuation Date, the Trustee will
determine the total fair market value of all assets then held by it in each
Fund. Notwithstanding any other provision of the BIP, to the extent that
Participants' Accounts are invested in mutual funds or other assets for which
daily pricing is available ("Daily Pricing Media"), all amounts contributed to
the Fund will be invested at the time of the actual receipt by the Daily Pricing
Media, and the balance of each Account shall reflect the results of such daily
pricing from the time of actual receipt until the time of distribution.
Investment elections and changes pursuant to Article VII shall be effective upon
receipt by the Daily Pricing Media. The provisions of Paragraphs 6.2 and 6.3
shall apply only to the extent, if any, that assets of the Fund are not invested
in Daily Pricing Media.
6.2 Credits to Participant Accounts: Each Participant's Account will be
credited with all contributions made by him or on his behalf as well as amounts
transferred to the BIP on his behalf. Except as provided in Paragraph 6.1, the
Accounts of each Participant will also be credited, as of each Valuation Date,
with the Participant's share of the net investment income and any realized and
unrealized capital gains of the Funds that occurred since the last Valuation
Date. Such Participant's share of such income will be that portion of the total
net investment income and capital gains of each such Fund which bears the same
ratio to such total as the balance of his Participant Accounts attributable to
each such Fund on the preceding Valuation Date bears to the aggregate of the
balances of all Participant Accounts attributable to each such Fund as of the
preceding Valuation Date.
6.3 Debits of Participant Accounts: The Accounts of each Participant
will be debited with the amount of any withdrawal made by him pursuant to
Article VIII, and with the amount of any distribution made to him or on his
behalf pursuant to Articles X and XI. The Accounts of each such Participant will
also be debited, as of each Valuation Date, with the Participant's share of any
realized and unrealized losses, including capital losses, of the Funds that
occurred since the last Valuation Date. The Participant's share of any realized
and unrealized losses, including capital losses, will be that portion of the
total realized and unrealized losses of each such Fund which bear the same ratio
to such total as the balance of his Participant Account attributable to each
such Fund on the preceding Valuation Date bears to the aggregate of the balances
of all Participant Accounts attributable to each such Fund as of the preceding
Valuation Date.
6.4 Statement of Participant Accounts: As soon as practicable after the
completion of a Plan Year or as often as the Committee shall direct, an
individual statement will be issued to each Participant showing the value of his
Accounts in the Funds, and the outstanding balance due his Loan Subaccount.
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ARTICLE VII
INVESTMENT OF CONTRIBUTIONS
7.1 Investment of Salary Reduction Contributions and After-Tax
Contributions: Each Participant will direct, at the time he elects to become a
Participant under the BIP, that his Salary Reduction Contributions, his
After-Tax Contributions, and his Rollover Contributions, if any, be invested in
multiples of 5% in any of the Funds. After a Participant's initial investment of
Rollover Contributions, such amounts shall be treated as Salary Reduction
Contributions for investment purposes.
7.2 Investment of Matching Employer Contributions: Matching Employer
Contributions will be invested in the Viacom Inc. Stock Fund.
7.3 Change in Investment Election for Current Contributions: Any change
in the Participant's initial investment election under Paragraph 7.1 as to his
future Salary Reduction Contributions and After-Tax Contributions shall be made
in such manner as determined by the Committee (including changes made by
telephonic instructions under terms prescribed by the Committee) and within the
limits of Paragraph 7.1, and shall be effective as soon as administratively
practicable following the date on which the new election is received by the
Trustee.
7.4 Change in Investment Election for Prior Contributions: A
Participant may change his investment election as to his prior Salary Reduction
Contributions and After-Tax Contributions, in such manner as determined by the
Committee (including changes made by telephonic instructions under terms
prescribed by the Committee), to be effective as soon as administratively
practicable following the date on which the new election is processed.
7.5 Special Investment Elections: The Committee may authorize
Participants to change their investment elections at times other than those
specified in Paragraphs 7.3 and 7.4 if the Committee, in its discretion, deems
such changes necessary or desirable. In the event the Committee authorizes such
changes, it shall prescribe non-discriminatory rules with respect to the timing
and effect of such elections.
7.6 Fiduciary Responsibility for Investments: The BIP is intended to
constitute a plan described in ERISA Section 404(c). To the extent permitted
under ERISA, the Trustee, Committee, and all other BIP fiduciaries are relieved
of liability for any losses that are the direct and necessary result of all
investment instructions given by a Participant or Beneficiary. The Committee
and, in accordance with any appropriate direction from the Committee, the
Trustee or their designees shall provide information to Participants consistent
with ERISA Section 404(c) and the regulations and other guidance issued
thereunder.
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ARTICLE VIII
WITHDRAWALS DURING EMPLOYMENT
8.1 Withdrawals of Salary Reduction Contributions, After-Tax
Contributions, Matching Employer Contributions, Transferred Amounts, and
Rollover Contributions:
A Participant who has not terminated employment may elect to
withdraw amounts attributable to Salary Reduction Contributions, After-Tax
Contributions, Matching Employer Contributions, Rollover Contributions and
certain amounts transferred to the BIP, including amounts transferred into the
BIP from the Merged Plan, and earnings thereon, less the amount of any
outstanding loan, in accordance with the provisions of this Article VIII, and
according to the order in which subparagraphs (a) through (e) are presented, as
the amounts described in each successive subparagraph are exhausted. The minimum
amount for any single withdrawal, other than a withdrawal on account of
financial hardship, is $500. There is no minimum amount for hardship
withdrawals.
(a) Withdrawals of After-Tax Contributions:
A Participant may elect once each Plan Year to withdraw up
to 100% of his Account attributable to After-Tax Contributions (but
excluding any Salary Reduction Contributions which are recharacterized
as After-Tax Contributions pursuant to Paragraph 15.1(c) or 15.2(c))
and the earnings thereon. Any such withdrawals shall be made in the
following order, as the amounts described in each successive
subparagraph are exhausted:
(i) An amount equal to all or part of the
Participant's before-1987 After-Tax Contributions to the
extent required to exhaust such amounts; provided, however,
that if the value of all amounts attributable to After-Tax
Contributions plus earnings thereon is less than the net
amount of before-1987 After-Tax Contributions, no more than
such value may be withdrawn.
(ii) An amount equal to all or part of the
Participant's post-1986 After-Tax Contributions, and a pro
rata portion of the earnings on such after-1986 After-Tax
Contributions to the extent required to exhaust such
amounts, but no more than the current value of all After-Tax
Contributions in the event such value is less than the net
amount of such post-1986 After-Tax Contributions.
(iii) An amount equal to all or part of the
earnings on the Participant's before-1987 After-Tax
Contributions to the extent required to exhaust such
amounts.
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(b) Withdrawals of Transferred Amounts or Rollover
Contributions:
(i) A Participant who has had amounts
transferred to the BIP from the Viacom Employee Stock
Ownership Plan, may elect once each Plan Year to withdraw
such transferred amounts and the earnings thereon.
(ii) A Participant who has made Rollover
Contributions to the BIP may elect once each Plan Year to
withdraw up to 100% of such Rollover Contributions and
earnings thereon.
(c) Withdrawals of Matching Employer Contributions:
(i) A Participant who has participated in
the VIP or the BIP for at least 5 years may elect once each
Plan Year to withdraw up to 100% of is Matching Employer
Contributions and the earnings thereon.
(ii) A Participant who has participated in
the VIP or the BIP for less than 5 years may elect once each
Plan Year to withdraw up to 100% of the Matching Employer
Contributions to the extent vested pursuant to Paragraph
10.2 which were remitted to the Trustee at least 2 years
previously, and the earnings thereon.
(iii) In addition to the withdrawals
permitted pursuant to subparagraphs (i) and (ii) above, a
Participant may elect once each Plan Year to withdraw up to
100% of the vested portion of his Matching Employer
Contributions to the extent necessary to satisfy a financial
hardship, as defined in Paragraph 8.1(e); provided that no
suspension of Salary Reduction and After-Tax Contributions
in Paragraph 8.1(e) shall apply.
(iv) If a Participant who is less than 100%
vested in his or her Matching Employer Contributions
receives a withdrawal of Matching Employer Contributions
pursuant to this Paragraph 8.1(c), then until such time as
the Participant incurs a period of five consecutive one year
Breaks in Service or receives a distribution of his or her
entire vested Account Balance after termination of
employment, the vested portion of the Participant's Account
Balance at any point in time following the withdrawal shall
be equal to the amount determined under the formula P (AB+D)
- D, where P is the Participant's vested percentage at such
time, AB is the Participant's Account Balance at such time,
and D is the amount of all withdrawals of Matching Employer
Contributions previously received by the Participant.
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(d) Withdrawals of Salary Reduction Contributions after attainment of
age 59 1/2:
A Participant who has attained age 59 1/2 may elect once
each Plan Year to withdraw up to 100% of the Salary Reduction
Contributions made to the BIP on his behalf (including
recharacterized Salary Reduction Contributions and Qualified
Nonelective Contributions treated as Salary Reduction Contributions,
if any), and the earnings thereon.
(e) Withdrawals of Salary Reduction Contributions on account of
financial hardship:
Upon submission of satisfactory evidence by a Participant of
a financial hardship, as defined in this Paragraph, the Committee may
direct distribution of part or all of the value of such Participant's
Salary Reduction Contributions, and earnings thereon, but only to the
extent required to relieve such financial hardship, taking into account
such additional amounts necessary to pay any federal, state, or local
income taxes or penalties reasonably anticipated to result from the
distribution. No such withdrawal shall be permitted unless the
Participant has previously or concurrently withdrawn all amounts
otherwise available to him under this Paragraph 8.1. In no event may
the Committee direct that such a withdrawal be made to the extent the
financial hardship may be relieved from other resources that are
reasonably available to the Participant.
A Participant shall be deemed to have no other resources
reasonably available if: (i) the Participant has obtained all
withdrawals and distributions currently available to the Participant
under the BIP and all other qualified defined contribution plans
maintained by the Company or an Affiliated Company; (ii) the
Participant has obtained all nontaxable loans reasonably available
under the BIP and all other qualified defined contribution plans
maintained by the Company or an Affiliated Company, to the extent
taking such loan would alleviate the immediate and heavy financial need
and only to the extent any required repayment of such loan would not
itself cause an immediate and heavy financial need; (iii) the
Participant agrees to cease all Salary Reduction Contributions and
After-Tax Contributions under the BIP as well as all similar
contributions to all other qualified defined contribution and
non-qualified deferred compensation plans maintained by the Company or
an Affiliated Company for a period of at least twelve months from the
date of the hardship withdrawal, and (iv) the amount of pre-tax
elective contributions under all qualified defined contribution plans
maintained by the Company or an Affiliated Company for the year
following the year of the withdrawal are limited in accordance with
regulations issued under Section 401(k) of the Code.
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For purposes of this Paragraph 8.1(e), the term "financial hardship"
shall be determined in accordance with regulations (and any other
rulings, notices, or documents of general applicability) issued
pursuant to Section 401(k) of the Code and, to the extent permitted by
such authorities, shall be limited to any financial need arising from:
(1) medical expenses (as defined in Section 213(d) of the
Code previously incurred by the Participant or a Participant's spouse
or dependent or expenses necessary for these persons to obtain medical
care (as defined in Section 213(d) of the Code) which, in either case,
are not covered by insurance,
(2) expenses relating to the payment of tuition and related
educational fees, including room and board, for the next twelve months
of post-secondary education of a Participant, his spouse or dependent,
(3) expenses directly relating to the purchase (excluding
mortgage payments) of a primary residence for the Participant,
(4) expenses relating to the need to prevent the eviction of
the Participant from his principal residence or foreclosure on the
mortgage of the Participant's principal residence, or
Hardship withdrawals shall be paid in a single cash payment
and on a pro-rata basis from the Funds (other than the Viacom Stock
Fund) in which the Participant's Account is invested. For any
withdrawal under this Paragraph 8.1(e), the portion of the
Participant's Account attributable to Salary Reduction Contributions
that is available for withdrawal shall not exceed the lesser of: (i)
the value of such Salary Reduction Contributions as of December 31,
1988 (taking into account earnings and losses attributable to such
amounts), plus the total amount of the Participant's Salary Reduction
Contributions that are made after December 31, 1988, or (ii) the value
of all Salary Reduction Contributions (taking into account earnings and
losses attributable to such amounts).
8.2 Withdrawal Procedures: A Participant, by filing a written request
in accordance with such rules as required by the Committee, may elect to
withdraw amounts pursuant to Paragraph 8.1. Such withdrawals shall be subject to
the following:
(a) All requests for withdrawals shall be reviewed by the
Committee or its designee. Each approved withdrawal application shall be
forwarded by the Committee to the Trustee as soon as practicable after Committee
approval. Withdrawals shall be paid as soon as practicable after the Valuation
Date on which proper payment instructions are received by the Trustee, based on
the amount specified in the Participant's request
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and the amount available for withdrawal in the Participant's Accounts. Earnings
and losses will not be credited on the amounts to be withdrawn after the
applicable Valuation Date.
(b) All withdrawals shall be paid in a cash lump sum.
(c) Notwithstanding anything herein to the contrary, and in
the absence of express approval by the Committee, no withdrawal may be made by a
Participant during the period in which the Committee is making a determination
of whether a domestic relations order affecting the Participant's Account is a
qualified domestic relations order, within the meaning of Section 414(p) of the
Code. Further, if the Committee is in receipt of a qualified domestic relations
order with respect to any Participant's Account, it may prohibit such
Participant from making a withdrawal until the alternate payee's rights under
such order are satisfied.
8.3 Funds to be Charged with Withdrawal: Distributions will be made out
of the Participant's interest in each of the Funds in proportion to the
Participant's interest in these Funds. Notwithstanding the foregoing,
withdrawals of Matching Employer Contributions shall be charged only to the
Viacom Inc. Stock Fund, and shall be paid in a cash lump sum.
8.4 Frequency of Withdrawals: Except in the case of a financial
hardship withdrawal under Paragraph 8.1(e) and a withdrawal of Matching Employer
Contributions under Paragraph 8.1(c) on account of financial hardship, each
Participant may elect only one withdrawal from the BIP in any Plan Year. A
Participant may elect to withdraw amounts on account of a financial hardship
under Paragraph 8.1(e) and a withdrawal of Matching Employer Contributions under
Paragraph 8.1(c) on account of financial hardship at any time during the Plan
Year.
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ARTICLE IX
PARTICIPANT LOANS
9.1 Loan Subaccounts: Loans from the BIP may be made to all
Participants and Beneficiaries who are "parties in interest" within the meaning
of ERISA Section 3(14), and to Employees who have made Rollover Contributions to
the BIP but who have not met the age and service eligibility requirements of
Article III. Such individuals are referred to herein as "Eligible Borrowers."
Within each Eligible Borrower's Account, there shall be maintained a Loan
Subaccount solely for the purpose of effecting loans from the Eligible
Borrower's Account to the Eligible Borrower.
9.2 Eligibility for Loans:
Only one loan under the BIP may be outstanding at any time
for each Eligible Borrower. After a loan is repaid in full, an Eligible Borrower
may not obtain another loan for a period of one month from the date of
repayment. If, on May 1, 1999, an Eligible Borrower has a loan outstanding as a
result of his or her participation in the VIP, such Eligible Borrower may not
obtain a loan from the BIP until all such prior loans are repaid in full.
9.3 Availability of Loans:
(a) Application for a loan must be made to the Committee or
its delegate in the manner prescribed by the Committee. The decisions by
Committee representatives on loan applications shall be made on a reasonably
equivalent, uniform and nondiscriminatory basis and within a reasonable period
after each loan application is received. Notwithstanding the foregoing, the
Committee representatives may apply different terms and conditions for loans to
Eligible Borrowers who are not actively employed by an Employer, or for whom
payroll deduction is not available, based on economic and other differences
affecting the individuals' ability to repay any loan.
(b) Notwithstanding anything herein to the contrary, and in
the absence of express approval by the Committee, no loan shall be made to an
Eligible Borrower during a period in which the Committee is making a
determination of whether a domestic relations order affecting the Eligible
Borrower's Accounts is a qualified domestic relations order, within the meaning
of Section 414(p) of the Code. Further, if the Committee is in receipt of a
qualified domestic relations order with respect to any Eligible Borrower's
account, it may prohibit such Eligible Borrower from obtaining a loan until the
alternate payee's rights under such order are satisfied.
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9.4 Amount of Loan:
A BIP loan shall be derived from the Eligible Borrower's
vested interest in his Accounts, determined as of the Valuation Date on which
the Trustee receives proper loan disbursement instructions which shall be
forwarded to the Trustee by the Committee or its designee as soon as practicable
after its review and approval of the loan application. Loans shall be made in
increments of $100, rounded down to the nearest $100. The minimum loan available
is $500. The maximum loan available is the lesser of 50% of the Eligible
Borrower's vested interest in his Accounts or $50,000 (determined by aggregating
loans from all qualified defined contribution plans of the Company or Affiliated
Company), reduced by the highest aggregate outstanding balance of all plan loans
from all defined contribution plans of the Company or any Affiliated Company to
such Eligible Borrower during the twelve-month period ending on the day before
the loan is made.
9.5 Terms of Loan:
(a) A loan shall be secured by a lien on the Eligible
Borrower's interest in the BIP, to the maximum extent permitted by the relevant
provisions of the Code, ERISA, and any regulations or other guidance issued
thereunder.
(b) The interest rate on a loan shall be established by the
Committee or its duly authorized delegate on the date that the loan is approved
by a Committee representative and shall be equal to 1% above the annual prime
commercial rate as published in the Wall Street Journal on the first day of the
calendar quarter during which such loan application is approved.
(c) Subject to Paragraph 9.6, the principal amount and
interest on a loan shall be repaid no less frequently than quarterly by level
payroll deductions during each Payroll Period in which the loan is outstanding.
Unless the loan is used within a reasonable time for the purpose of acquiring
the principal residence of the Eligible Borrower, the Eligible Borrower may
elect a repayment term of any number of months from 12 to 60 months from the
date of the first Payroll Period practicable coincident with or next following
the distribution of the loan from the BIP. If the loan is to be used within a
reasonable time for the purpose of acquiring the principal residence of the
Eligible Borrower, the Eligible Borrower may elect a repayment term of any
number of months from 12 to 300 months from the date of the first Payroll Period
practicable coincident with or next following the distribution of the loan from
the BIP.
(d) Each loan shall be evidenced by a promissory note,
evidencing the Eligible Borrower's obligation to repay the borrowed amount to
the BIP, in such form and with such provisions consistent with this Article IX
as is acceptable to the Trustee. All promissory notes shall be deposited with
the Trustee.
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(e) Under the terms of the loan agreement, a Committee
representative may determine a loan to be in default, and may take such actions
upon default, in accordance with Paragraph 9.7.
(f) If an Eligible Borrower is transferred from employment
with an Employer to employment with an Affiliated Company or another entity
affiliated with the Employer as the Committee in its discretion may determine,
he shall not be treated as having terminated employment and the Committee shall
make arrangements for the loan to be repaid in accordance with the loan
agreement. For this purpose, the Committee may, but is not required to,
authorize the transfer of the loan to a qualified plan maintained by such
Affiliated Company. In the absence of such arrangements, the loan shall be
deemed to be in default, and shall be subject to the provisions of Paragraph
9.7.
9.6 Distribution and Repayment of Loan:
(a) The loan proceeds shall be transferred to the Eligible
Borrower's Loan Subaccount by the Trustee and shall be derived from the Eligible
Borrower's interest in the Funds on a pro rata basis. Amounts transferred to
such Subaccount shall reflect the value of the Eligible Borrower's interest as
of the Valuation Date on which such transfer shall occur. The loan proceeds
shall be distributed from the Loan Subaccount to the Eligible Borrower on the
same day as they are received by the Loan Subaccount.
(b) Repayments of BIP loans shall be made to the Eligible
Borrower's Loan Subaccount. Such repayments shall be immediately transferred
from the Loan Subaccount and credited to the Eligible Borrower's Accounts and
invested in the Funds in the same proportions as his current contributions are
invested, as soon as practicable after they are received by the Loan Subaccount.
After a loan has been outstanding for six consecutive months, Eligible Borrowers
may prepay the entire amount due under the loan at any time without penalty.
Notwithstanding the foregoing, a loan may provide that no payments will be made
for the duration of a calendar year in which an Eligible Borrower is on leave
without pay; provided that if an Eligible Borrower commences such a leave during
the last quarter of a year, the loan may provide that payments need not
recommence until the end of the calendar year after the year in which the leave
occurs.
9.7 Events of Default and Action Upon Default:
(a) In the event that an Eligible Borrower does not repay
the principal with respect to a BIP loan at such times as are required by the
terms of the loan, such loan shall be in default and the unpaid balance of the
loan, together with interest thereon shall become due and payable. Further, upon
an Eligible Borrower's termination of employment (including by reason of
retirement, disability, death or the sale of the business at which such
individual is employed, whether or not the sale is a distributable event under
Code Section 401(k) and the regulations thereunder), such loan shall be in
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default. If, before a loan is repaid in full, a distribution is required to be
made from the BBIP to an alternate payee under a qualified domestic relations
order (as defined in Section 414(p) of the Code and Section 206(d) of ERISA) and
the amount of such distribution exceeds the value of the Eligible Borrower's
interest in the BIP less the amount of such outstanding loan, the unpaid balance
thereon, shall become immediately due and payable. The Trustee shall satisfy the
indebtedness to the BIP before making any payments to the Eligible Borrower or
any alternate payee. In addition to the foregoing, the loan agreement may
include such other events of default as the Committee shall determine are
necessary or desirable.
(b) Upon the default of any Eligible Borrower, the Committee
or its designate in its discretion, may direct the Trustee to take such action
as the Committee or its designate may reasonably determine to be necessary in
order to preclude the loss of principal and interest, including:
(i) demand repayment of the outstanding amount on the
loan (including principal and accrued interest) or, if the loan is not repaid or
if other repayment arrangements are not established:
(ii) cause a foreclosure of the loan to occur by
distributing the promissory note to the Eligible Borrower or otherwise reducing
the Eligible Borrower's Account by the value of the loan. For these purposes,
such loan shall be deemed to have a fair market value equal to its face value
reduced by any payments made thereon by the Eligible Borrower. In the event of
any default, the Eligible Borrower's prior request for a loan shall be treated
as the Eligible Borrower's consent to an immediate distribution of the
promissory note representing a distribution of the unpaid balance of any such
loan. The loan agreement shall include such provisions as are necessary to
reflect such consent. In all events, however, to the extent a loan is secured by
Salary Reduction Contributions, no foreclosure on the Eligible Borrower's loan
shall be made until the earliest time Salary Reduction Contributions may be
distributed without violating any provisions of Code Section 401(k) and the
regulations issued thereunder.
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ARTICLE X
VESTING AND TERMINATION OF EMPLOYMENT
10.1 Matchable, Unmatched, Qualified Nonelective and Rollover
Contributions: A Participant shall be fully vested at all times in the portion
of his Account attributable to Matchable Contributions, Unmatched Contributions,
Qualified Nonelective Contributions, and Rollover Contributions.
10.2 Matching Employer Contributions:
(a) Each Participant shall become vested in Matching Employer
Contributions in accordance with the following schedule:
Years of Completed Vested
Vesting Service Percentage
--------------- ----------
Less Than 1 0%
1 - 2 20%
2 - 3 40%
3 - 4 60%
4 - 5 80%
5 or more 100%
(c) Notwithstanding the foregoing, a Participant shall
become fully vested in Matching Employer Contributions if such Participant
attains age 65 or incurs a Disability while actively employed or terminates
employment due to normal, early, or postponed retirement (determined under the
terms of any tax-qualified defined benefit plan maintained by the Employer),
death, or Disability.
10.3 Forfeitures:
(a) Termination of Employment and Distribution Made. If a
Participant terminates employment prior to the date on which he is fully vested
in his Account and receives a distribution of such Account, the non-vested
portion of his Account shall be forfeited and used as soon as practicable after
any Accounting Period (but not later than as of the last day of the Plan Year in
which the forfeiture occurs) to reduce future Matching Employer Contributions,
to defray administrative expenses of the BIP to correct an error made in
allocating amounts to Participant's Accounts or resolve any claim filed under
the BIP in accordance with Paragraph 12.6, and to restore Participants' Accounts
in accordance with Paragraph 10.3(b).
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(b) Restoration of Account Balance. If an amount of a
Participant's Account has been forfeited in accordance with Paragraph (a) above,
that amount shall be subsequently restored to his Account provided (i) he is
reemployed by an Employer before he has a period of five consecutive one-year
Breaks in Service, and (ii) he repays to the BIP within five (5) years of his
reemployment a cash lump sum payment equal to the full amount distributed to him
from the BIP on account of his termination of employment. Any amounts to be
restored by an Employer to a Participant's Account shall be taken first from any
forfeitures which have not as yet been applied against Matching Employer
Contributions or administrative expenses and if any amounts remain to be
restored, the Employer shall make a special contribution equal to those amounts.
(c) Termination of Employment and No Distribution Made. If
(i) a Participant terminates employment prior to the date on which he is fully
vested in his Accounts, (ii) the total value of his vested interest in his
Accounts in this Plan exceeds $5,000, (iii) he does not consent to receive a
distribution of such Accounts, and (iv) he is not reemployed by an Employer
before the end of five consecutive one-year Breaks in Service, the non-vested
portion of his Accounts shall be forfeited as of the close of the fifth one year
Break in Service and used, not later than as of the last day of the Plan Year in
which the forfeiture occurs, to reduce future Matching Employer Contributions,
to defray administrative expenses of the BIP, and to restore Participants'
Accounts in accordance with Paragraph 10.3(b).
(d) Lost Participants or Beneficiaries. If a Participant or
Beneficiary cannot be located by reasonable efforts of the Committee within a
reasonable period of time after the latest date such benefits are otherwise
payable under the BIP, the amount in such Participant's Accounts shall be
forfeited and used, not later than as of the last day of the Plan Year in which
the forfeiture occurs, to reduce future Matching Employer Contributions, to
defray administrative expenses of the BIP, and to restore Participants' Accounts
in accordance with Paragraph 10.3(b). Such forfeited amount shall be restored
(without earnings) if, at any time, the Participant or Beneficiary who was
entitled to receive such benefit when it first became payable shall, after
furnishing proof of their identity and right to make such claim to the
Committee, file a written request for such benefit with the Committee.
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ARTICLE XI
PAYMENT OF BENEFITS OTHER THAN WITHDRAWALS
11.1 Forms of Payment: Upon a Participant's termination of employment
for any reason or Disability, he (or, in the event of his death, his
Beneficiary) shall be entitled to receive a distribution of his vested interest
in his Accounts in accordance with the provisions of this Article XI. Subject to
Paragraphs 11.3, 11.4, 11.7, and, in the case of distributions on account of
Disability, 11.8, any Participant may, not more than ninety days before the date
an amount is to be paid from the BIP, file with the Committee an election to
have his benefit paid to him (or, in the event of his death, to his Beneficiary)
in accordance with the options described in sections (a) and (b) of this
Paragraph 11.1:
(a) In such manner of annual installments, not in excess of
twenty, as such Participant shall so elect, and, in the event of his death prior
to the receipt of all such installments, the balance of such installments to his
Beneficiary; provided however, that payments shall not extend over a period
exceeding the period over which payments may be made pursuant to Section
401(a)(9) of the Code and the regulations and other guidance thereunder; and
provided, further, that the Beneficiary may elect, as soon as practicable after
the Participant's death, to have the balance of the Participant's benefit paid
to the Beneficiary in a single payment.
(b) In a single payment.
Notwithstanding the foregoing, upon the death of a
Participant who has not designated a form of payment for his Beneficiary,
payment shall be made to his Beneficiary in the form of a single sum cash
payment.
11.2 Modification or Revocation of Form of Payment Election: A
Participant may, not more than ninety days before an amount is to be paid from
the BIP, modify or revoke any form of payment specified in Paragraph 11.1
theretofore made by him. Notwithstanding anything in this Plan to the contrary,
a Former Participant who elected to receive his or her BIP distribution in the
form of installment payments, and whose installment payments have commenced, may
not modify or revoke his or her decision to receive such installment payments.
11.3 Stock Election: If the total value of a Former Participant's
Accounts in this Plan exceeds $5,000, such a Former Participant may, not less
than thirty days before the date his entire interest in the BIP is to be paid or
commence to be paid, or such other date that the Committee approves, file with
the Committee an election to have that portion of his benefit consisting of the
value of the Stock and cash credited to his Account and invested in the Viacom
Inc. Stock Fund paid to him (or, in the event of his death, to his Beneficiary),
to the extent possible, in shares of Stock (in lieu of cash). Any such
Participant may also, not less than thirty days before the date his entire
interest in the BIP is to be paid or commence to be paid, revoke any such
election theretofore made by him.
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11.4 Consent Requirements: If the value of a Former Participant's
Accounts in this Plan does not exceed $5,000, such amount shall be paid to him
(or, in the event of his death, to his Beneficiary) in a single cash payment as
soon as practicable thereafter. If the value of such a Former Participant's
Accounts in this Plan, is greater than $5,000, payment of the value of such a
Participant's Accounts, determined in accordance with Paragraph 11.5, shall be
made in the form of payment elected by the Participant as soon as practicable
after the earliest of: (a) the Participant's attainment of age sixty-five (65)
if he terminates employment before attaining age sixty-five (65); (b) the
Participant's death; (c) the date as of which the recipient consents to a
distribution (which distribution may not be scheduled to commence (i) earlier
than 30 days after the Participant receives information regarding such
distribution and (ii) later than ninety days after such Participant elects to
receive the distribution); or (d) the date required by Paragraph 11.7.
Notwithstanding the foregoing, distribution of a Participant's account under the
Plan may occur prior to thirty (30) days after the Participant receives
information regarding such distribution, provided (i) the Committee or its
delegate informs the Participant that he has a right to a period of at least
thirty (30) days after receiving the information to consider the decision of
whether to receive an immediate distribution; and (ii) the Participant, after
receiving the information, affirmatively elects to receive an immediate
distribution.
Notwithstanding anything herein to the contrary, in no event may a
Former Participant elect to receive a payment of his Accounts in any form of
payment other than those specified in Paragraph 11.1. All distributions under
this Article XI shall be made by the Trustee only after the Trustee receives
approval for such distribution from the Committee or its designee. The
Participant must submit to the Committee such election and distribution forms as
required by the Committee. The Committee shall review such forms and, upon
approval of the distribution request, forward payment instructions to the
Trustee as soon as practicable thereafter.
11.5 Valuation and Payment Procedures for Lump Sum Payments:
(a) No Stock Election in Effect: If a Former Participant
shall have elected to receive payment in the form of a single sum cash payment,
or if payments are to be made to a Former Participant's Beneficiary in the form
of a single sum cash payment, the Former Participant's Accounts shall be valued
as of the Valuation Date proper payment instructions are received by the Trustee
and such amount shall be paid to the Former Participant or Beneficiary in cash
as soon as practicable thereafter. To the extent amounts in such Former
Participant's Account are credited to the Viacom Stock Fund on such Former
Participant's behalf, the shares of Stock held in such Fund and credited to such
Former Participant's Account shall be sold as soon as practicable after the
applicable Valuation Date and the proceeds of such sale shall be distributed as
a part of such single sum distribution.
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(b) Stock Election in Effect: If a Former Participant shall
have elected to receive payment in the form of a single sum payment, or if
payments are to be made to a Former Participant's Beneficiary in the form of a
single sum payment, and such Former Participant shall have made a Stock election
in accordance with Paragraph 11.3, the Former Participant's Accounts shall be
valued as of the Valuation Date proper payment instructions are received by the
Trustee. To the extent amounts in such Former Participant's Accounts are
credited to the Viacom Stock Fund on such Former Participant's behalf, such
Former Participant, or his Beneficiary, shall receive a distribution as soon as
practicable after the applicable Valuation Date of the entire number of whole
shares of Stock in his Accounts credited to the Viacom Stock Fund, plus cash for
any remaining amounts credited to the Viacom Stock Fund on behalf of such Former
Participant as of the applicable Valuation Date. The remainder of the Former
Participant's Accounts shall be distributed to the Former Participant or
Beneficiary in a single cash sum as soon as practicable after the applicable
Valuation Date.
11.6 Valuation and Payment Procedures for Installment Payments: If a
Former Participant shall have elected to receive payment in the form of
installment payments, the Former Participant's Accounts shall be valued as of
the Valuation Date proper payment instructions are received by the Trustee. Such
Accounts shall continue to be valued as of the Valuation Date on which each
subsequent installment payment is to be made. Such Accounts shall continue to be
so valued to and including the Valuation Date as of which such Former
Participant's benefit shall have been paid in full if installment payments
continue or to and including the Valuation Date coincident with the date the
Trustee is notified of such Former Participant's death if such Participant's
Beneficiary elects to have the remaining installments paid in a single payment,
as the case may be. Notwithstanding anything herein to the contrary, the amount
distributed for each installment shall be paid proportionately from the specific
investment Funds in which the Former Participant's Accounts are invested.
(a) No Stock Election in Effect: If a Stock election of such
Former Participant shall not be in effect:
(i) Such Former Participant's interest in the Funds,
including the value of the Stock and cash then credited to the Viacom Stock Fund
on such Former Participant's behalf shall be determined as of the applicable
Valuation Date.
(ii) An installment payment shall be paid to such Former
Participant or his Beneficiary, as the case may be, in an amount equal to that
fraction of the respective amounts determined pursuant to the provisions of
Subsection (i) of this Subparagraph, the numerator of which shall be one and the
denominator of which shall be the total number of installments remaining to be
paid in the form of payment to such Former Participant or Beneficiary.
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(iii) If such Former Participant shall die prior to the
payment of his benefit in full and a single sum cash distribution is to be made
to such Former Participant's Beneficiary, such distribution shall be made in
accordance with Paragraph 11.5(a), determined as of the Valuation Date proper
payment instructions are received by the Trustee.
(b) Stock Election in Effect: If a Stock election of such
Former Participant shall be in effect:
(i) The calculation of the amount of the installment
payments shall be made in accordance with the provisions of the preceding
subparagraph (a), provided that such Former Participant or his Beneficiary, as
the case may be, shall receive as a part of each installment payment the number
of whole shares of Stock, equal to the product of the fraction determined
pursuant to the provisions of Subsection (ii) of the preceding Subparagraph (a)
multiplied by the number of shares of Stock credited to the Viacom Stock Fund in
the Account of such Former Participant as of the applicable Valuation Date.
(ii) If such Former Participant shall die prior to the
payment of his benefit in full and a single
sum distribution is to be made to such Former Participant's Beneficiary, such
distribution shall be made in accordance with Paragraph 11.5(b), determined as
of the Valuation Date proper payment instructions are received by the Trustee.
11.7 Time of Payment and Minimum Distribution Requirements: Unless the
Participant elects otherwise, the payment of the value of a Participant's vested
Accounts under the BIP shall be payable not later than the sixtieth day after
the latest of the close of the Plan Year in which he:
(a) attains age 65,
(b) completes 10 years of participation under the BIP or
(c) incurs a termination of employment.
Notwithstanding the foregoing, with respect to distributions
made to Participants who attain(ed) age 70 1/2 prior to January 1, 1997, the
benefits of each Participant shall be distributed or shall commence to be
distributed, in accordance with Section 401(a)(9) of the Code and the
regulations issued thereunder, not later than the April 1 following the end of
the calendar year in which the Participant attains age seventy and one-half (70
1/2), regardless of whether his employment with the Company is terminated as of
such date provided, however, if a Participant is not a five percent (5%) owner
(as defined in Section 416(i)(1)(B) of the Code) and shall have attained age
seventy and one-half (70 1/2) before January 1, 1988, the benefits of any such
Participant shall be distributed or shall commence to be distributed not later
than the April 1 following the calendar year in which he terminates employment;
provided further, that if a Participant attains age 70 1/2 on or after January
1, 1996 but prior to January 1, 1997, such Participant may elect, in accordance
with procedures established by the Committee or its
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delegate, to commence distributions in accordance with the following paragraph.
Any such minimum distributions shall be calculated in accordance with Code
Section 401(a)(9) and the regulations and other guidance issued thereunder, and
in the form of annual payments over the life expectancy of the Participant which
life expectancy will not be recalculated.
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With respect to (i) Participants who attain age 70 1/2 on or
after January 1, 1997 and (ii) Participants who are eligible and elect to defer
their distributions in accordance with this Paragraph, the benefits of any
Participant shall be distributed or shall commence to be distributed in
accordance with Code Section 401(a)(9) and the regulations and other guidance
issued thereunder not later than the April 1 following the close of the calendar
year in which the Participant terminates employment.
Notwithstanding anything in this Article XI to the contrary,
the payment of any benefit hereunder, in accordance with Section 401(a)(9) of
the Code, generally shall be paid or commence to be paid not later than one year
after the date of the Participant's death (or such later date as allowed by
regulations issued by the Internal Revenue Service), or in the case of payments
to a Participant's spouse, the date on which the Participant would have attained
age seventy and one-half (70 1/2), if later. Further, such payments shall be
distributed within a five year period following the Participant's death unless
payable over the life of the Beneficiary or a period not extending beyond the
life expectancy of such Beneficiary.
11.8 Direct Rollover Distributions:
(a) At the written request of a Participant, a surviving
spouse of a Participant, or a spouse or former spouse of a Participant that is
an alternate payee under a qualified domestic relations order as defined in
Section 414(p) of the Code, (referred to as the "distributee") and upon receipt
of the written direction of the Committee or its designee, the Trustee shall
effectuate a direct rollover distribution of the amount requested by the
distributee, in accordance with Section 401(a)(31) of the Code, to an eligible
retirement plan (as defined in Section 402(c)(8)(B) of the Code). Such amount
may constitute all or any whole percent of any distribution from the BIP
otherwise to be made to the distributee, provided that such distribution
constitutes an "eligible rollover distribution" as defined in Section 402(c) of
the Code and the regulations and other guidance issued thereunder. All direct
rollover distributions shall be made in accordance with the following
Subparagraphs 11.8(b) through 11.8(h).
(b) A distributee may elect to have a direct rollover
distribution apportioned among no more than two eligible retirement plans.
(c) Direct rollover distributions shall be made, in
accordance with such forms and procedures as may be established by the Committee
or its designee and to the extent any such distribution is to be made in shares
of Stock otherwise distributable under the BIP to the distributee, such shares
shall be registered in a manner necessary to effectuate a direct rollover under
Section 401(a)(31) of the Code.
(d) No amounts of After-Tax Contributions may be distributed
to an eligible retirement plan through a direct rollover distribution.
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(e) No direct rollover distribution shall be made unless the
distributee furnishes the Committee or its designee with such information as the
Committee or its designee shall require and deems to be sufficient.
(f) A distributee may elect to divide an eligible rollover
distribution into two components, with one portion paid as a direct rollover
distribution and the remainder paid to the distributee, provided that such
division of payments shall be permitted only if the amount of the direct
rollover distribution is at least equal to $500.
(g) No direct rollover distributions shall be permitted
unless the amount of the distribution exceeds $200.
(h) Direct rollover distributions shall be treated as all
other distributions under the BIP and shall not be treated as a direct
trustee-to-trustee transfer of assets and liabilities.
11.9 Distributions on Sales of Businesses or Transfers to Non-Affiliated
Companies: In the absence of an express written determination to the contrary by
the Committee, for the sole purpose of determining a Participant's entitlement
to a distribution under this Plan, a termination of employment shall not be
deemed to have occurred upon a business disposition by the Company or an
Affiliated Company of a trade or business or the sale by the Company or an
Affiliated Company of its interest in a subsidiary, with respect to a
Participant who is employed by such trade or business or subsidiary and who
continues in the employ of (i) the employer which acquires the assets of such
trade or business or acquires the interest of such subsidiary or (ii) any other
entity related to such employer. Further, any Employee of the Company or any
Affiliated Company who transfers to employment with a corporation or entity
which is at that time at least 50% owned by the Company or an Affiliated Company
shall not be deemed to have incurred a termination of employment due to such
transfer.
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ARTICLE XII
ADMINISTRATION OF THE BIP
12.1 Appointment Of Committee --
(a) The Company shall be the "sponsor" of the Plan as that
term is defined in ERISA. The Board of Directors of the Company shall initially
appoint the Committee, having the administrative responsibilities described
below. The proper officers of the Company may at any time remove or replace any
members of the Committee. The Committee shall administer the Plan and shall
serve as a Named Fiduciary of the Plan within the meaning of Section 402(a)(2)
of ERISA.
(b) If no members of the Committee are in office, the
Company shall be deemed the Committee.
12.2 Organization And Operation Of The Committee --
(a) The Committee shall endeavor to act, in carrying out its
duties and responsibilities in the interest of the Participants' and
Beneficiaries, with the care, skill, prudence and diligence under the prevailing
circumstances that a prudent man, acting in a like capacity and familiar with
such matters, would use in the conduct of an enterprise of like character and
aims.
(b) A majority of the members of the Committee at any time
in office shall constitute a quorum for the transaction of business. All
resolutions or other actions taken by the Committee shall be by vote of a
majority of those present at a meeting of the Committee; or without a meeting,
by instrument in writing signed by a majority of members of the Committee.
If there are two or more Committee members, no member shall
act upon any question pertaining solely to himself, and the other member or
members shall alone make any determination required by the Plan in respect
thereof.
(c) The Committee may authorize any one or more of its
members, or members of a separate administrative subcommittee it may form, to
execute any routine administrative document on behalf of the Committee.
(d) The Committee, may in addition to the execution of
administrative documents, delegate specific duties and powers to one or more of
its members or to a separate administrative subcommittee it may form. Such
delegation shall remain in effect until rescinded in writing by the Committee.
The members of persons so designated shall be solely liable, jointly and
severally, for their acts or omissions with respect to such delegated
responsibilities.
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(e) The Committee shall be empowered to employ a Secretary and
such assistants as may be required in the administration of the Plan.
(f) The Committee shall endeavor not to engage directly or
indirectly in any prohibited transaction, as set forth in ERISA.
12.3 Expenses: All expenses that shall arise in connection with the
administration of the BIP, including but not limited to the compensation of the
Trustee, administrative expenses, other expenses associated with the purchase
and sale of Stock in the Viacom Inc. Stock Fund, other proper charges and
disbursements of the Trustee, and compensation and other expenses and charges of
any enrolled actuary, accountant, counsel, specialist or other person who shall
be employed by the Committee in connection with the administration of the BIP
will be paid from forfeitures pursuant to Paragraphs 10.3, 15.1(e) and 15.2(e)
and to the extent expenses remain they shall be paid proportionately by each
Employer. Brokerage fees, transfer taxes and other expenses attending the
investment or reinvestment of BIP assets (including investment management fees)
allocated to the Funds (other than the Viacom Inc. Stock Fund) may be paid out
of the respective Funds, when permissible under applicable law.
12.4 Duties, Powers and Responsibilities of the Retirement Committee: The
Committee, except for such investment and other responsibilities vested in the
Trustee or investment manager or investment committee of the Board of Directors,
shall have the specific powers granted to it herein and shall have such other
powers as may be necessary in order to enable it to administer the Plan,
including, but not limited to, the full discretionary authority and
responsibility for administering the Plan in accordance with its provisions and
under applicable law. The duties, powers and responsibilities of the Committee
shall include, but shall not be limited to, the following:
(a) To appoint such accountants, consultants, administrators, counsel,
or such other persons it deems necessary for the administration of the Plan.
Members of the Committee shall not be precluded from serving the Committee in
one or more of such individual capacities.
(b) To determine all benefits and to resolve all questions arising
from the administration, interpretation, and application of Plan provisions,
either by general rules or by particular decisions, so as not to discriminate
against any person and so as to treat all persons in similar circumstances in a
uniform manner.
(c) To advise the Trustee with respect to all benefits which become
payable under the Plan and to direct the Trustee as to the manner in which such
benefits are to be paid.
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(d) To adopt such forms and regulations it deems advisable for the
administration of the Plan and the conduct of its affairs.
(e) To take such steps as it considers necessary and appropriate to
remedy any inequity resulting from incorrect information received or
communicated or as a consequence of administrative error.
(f) To assure that its members, the Trustee and every other person who
handles funds or other property of the Plan are bonded as required by law.
(g) To settle or compromise any claims or debts arising from the
operation of the Plan and to defend any claims in any legal or administrative
proceeding.
12.5 Required Information:
Each Employer or Participants and Beneficiaries entitled to benefits
shall furnish the Retirement Committee any information or proof requested by the
Retirement Committee and required for the proper administration of the BIP.
Failure on the part of any Participant or Beneficiary to comply with such
request shall be sufficient grounds for the delay in payment of benefits under
the BIP until the requested information or proof is received.
12.6 Indemnification:
The Company agrees to indemnify and hold the Retirement Committee and
any administrative subcommittee formed by the Retirement Committee harmless
against liability incurred in the administration of the Plan.
12.7 Claims And Appeal Procedure:
(a) Any request or claim for Plan benefits must be made in writing and
shall be deemed to be filed by a Participant or Beneficiary when a written
request is made by the claimant or the claimant's authorized representative
which is reasonably calculated to bring the claim to the attention of the
Committee.
(b) The Committee or its delegate shall grant or deny claims for
benefits under the Plan with respect to Participants or their Beneficiaries and
authorize disbursements according to this Plan. The Committee shall provide
notice in writing to any Participant or Beneficiary where a claim for benefits
under the Plan has been denied in whole or in part. Such notice shall be made
within 90 days of the receipt by the Committee of the Participant's or
Beneficiary's claim or, if special circumstances require, and the Participant or
Beneficiary is so notified in writing, within 180 days of the receipt by the
Committee of the Participant's or Beneficiary's claim. The notice shall be
written in a manner calculated to be understood by the claimant and shall:
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(i) set forth the specific reasons for the denial of
benefits;
(ii) contain specific references to Plan provisions relative
to the denial;
(iii) describe any material and information, if any, necessary
for the claim for benefits to be allowed, which had been requested, but not
received by the Committee; and
(iv) advise the Participant or Beneficiary that any appeal of
the Committee's adverse determination must be made in writing to the Committee,
within 60 days after receipt of the initial denial notification, setting forth
the facts upon which the appeal is based.
(c) If notice of the denial of a claim is not furnished within
the time periods set forth above, the claim shall be deemed denied and the
claimant shall be permitted to proceed to the review procedures set forth below.
If the Participant or Beneficiary fails to appeal the Committee's denial of
benefits in writing and within 60 days after receipt by the claimant of written
notification of denial of the claim (or within 60 days after a deemed denial of
the claim), the Committee's determination shall become final and conclusive.
(d) The Committee shall serve as the final review committee,
under the Plan and ERISA, for the review of all appeals by Participants or
Beneficiaries whose initial claims for benefits have been denied, in whole or in
part. Any Participant or Beneficiary whose claim for benefits has been denied,
in whole or in part, may (and must for the purpose of seeking any further review
of a decision or determining any entitlement to a benefit under the Plan),
within 60 days after receipt of notice of denial, submit a written request for
review of the decision denying the claim.
(e) If the Participant or Beneficiary appeals the Committee's
denial of benefits in a timely fashion, the Committee shall re-examine all
issues relevant to the original denial of benefits. Any such claimant, or his or
her duly authorized representative may review any pertinent documents, as
determined by the Committee, and submit in writing any issues or comments to be
addressed on appeal.
(f) The Committee shall advise the Participant or Beneficiary
and such individual's representative its decision which shall be written in a
manner calculated to be understood by the claimant, and include specific
references to the pertinent Plan provisions on which the decision is based. Such
response shall be made within 60 days of receipt of the written appeal, unless
special circumstances require an extension of such 60 day period for not more
than an additional 60 days. Where such extension is necessary, the claimant
shall be given written notice of the delay. If the decision on review is not
furnished within the time set forth above, the claim shall be deemed denied on
review.
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(g) Any participant whose claim for benefits has been denied
shall have such further rights of review as are provided in ERISA ss. 503, and
the Committee shall retain such right, authority and discretion as is provided
in or not expressly limited by ERISA ss. 503.
(h) The Committee shall be the final review committee under
the Plan, with the authority to determine conclusively for all parties any and
all questions arising from the administration of the Plan, and shall have sole
and complete discretionary authority and control to manage the operation and
administration of the Plan, including, but not limited to, the determination of
all questions relating to eligibility for participation and benefits,
interpretation of all Plan provisions, determination of the amount and kind of
benefits payable to any participant, spouse or beneficiary, and construction of
disputed or doubtful terms. Such decisions shall be conclusive and binding on
all parties and not subject to further review.
12.8 Liability of Committee Members: Each member of the Committee
shall be liable for any act of omission or commission as such only to the extent
required by ERISA.
12.9 Reliance on Reports and Certificates: The Committee will be
entitled to rely conclusively upon all tables, valuations, certificates,
opinions and reports furnished by any Trustee, accountant, controller, counsel
or other person who is employed or engaged for such purposes.
12.10 Member's Own Participation: No member of the Committee may act,
vote or otherwise influence a decision of the Committee specifically relating to
his own participation under the BIP.
12.11 Fiduciary Indemnification: Notwithstanding any other provision
of this BIP, the Board may, to the extent permitted by law, provide for
indemnification by the Company of any fiduciary for any liability incurred in
his capacity as such fiduciary.
12.12 Allocation of Responsibilities: The Company may allocate
responsibilities for the operation and administration of the Plan consistent
with the Plan's terms, including allocation of responsibilities to the Committee
and the Employers. The Company and other named fiduciaries may delegate any of
their responsibilities hereunder by designating in writing other persons to
carry out their respective responsibilities (other than trustee responsibilities
the delegation of which may be limited by law) under the Plan, and may employ
persons to advise them with regard to any such responsibilities. Specifically,
and not by way of limitation of the foregoing provision of this Paragraph 12.11,
the Company may delegate or allocate, as applicable, to another fiduciary or
named fiduciary the responsibility to appoint, retain and terminate trustees and
investment managers and to define the authorities and responsibilities of each.
The
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provisions of this Paragraph 12.11 shall apply to the responsibilities of the
Company or any other named fiduciary under the Plan, relating to any trusts
associated with the Plan, including any group, commingled, common or master
trust associated with the Plan and with respect to which the Company or any
other named fiduciary under the Plan has responsibilities.
12.13 Multiple Capacities: Any person or group of persons may serve
in more than one fiduciary capacity with respect to the Plan (including service
both as a trustee and as an administrator).
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ARTICLE XIII
AMENDMENT AND TERMINATION
13.1 Right to Amend or Terminate: The Committee reserves the right to
modify, alter or amend this Plan or any Trust Agreement thereunder from time to
time to any extent that they may deem advisable including, but without limiting
the generality of the foregoing, any amendment deemed necessary to ensure the
continued qualification of the Plan under Section 401 of the Code. Each Employer
reserves the right, by action of its Board of Directors, to terminate the BIP
with respect to their Participants herein. The Company reserves the right to
execute any amendment deemed necessary or appropriate to terminate the Trust. No
such amendment(s) shall increase the duties or responsibilities of the Trustee
without its consent thereto in writing. No such amendment(s) shall have any
retroactive effect so as to deprive any Participant of any benefit already
accrued (including the timing and form of any option benefits), except that any
amendment may be made retroactive which is necessary to bring the Plan into
conformity with government regulations or policies in order to qualify or
maintain qualification of the Plan under the appropriate section of the Code. No
such amendment(s) shall have the effect of revesting in the Employers the whole
or any part of the principal or income for purposes other than for the exclusive
benefit of the Participants, their Spouses, their Contingent Annuitants or
Beneficiaries at any time prior to the satisfaction of all the liabilities under
the Plan with respect to such persons. Any amendment of the Plan shall be made
by:
(a) the adoption of a resolution by the Board of amending the Plan, or
(b) the adoption of a resolution by the Committee amending the Plan.
If any amendment changes the vesting provisions of Article X, any
Participant with at least three years of Vesting Service may elect, by filing a
written request with the Committee within sixty days after he has received
notice of such amendment, to have his vested interest computer under the
provisions of Article X as in effect immediately prior to such amendment.
13.2 Distribution of Funds Upon Termination of the BIP: In the event of,
and upon, an Employer's termination of the BIP or permanent discontinuance of
contributions other than by reason of being merged into, or consolidated with,
another Employer, whether or not the Trust shall also terminate concurrently
therewith, the Trustee shall, as of and as promptly as shall be practicable
after the Valuation Date next succeeding whichever shall occur first of (i) such
Participant ceasing to be an Employee of an Employer or another Affiliated
Company and (ii) the earliest date allowed by the Internal Revenue Service for
distribution of benefits following the termination of the BIP, pay or distribute
to such Participant (or his Beneficiary) in the manner provided in Article XI
hereof the benefits to which he is (or they are) entitled.
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ARTICLE XIV
GENERAL PROVISIONS
14.1 Employment Relationships: Nothing contained herein will be
deemed to give any Employee the right to be retained in the service of an
Employer or to interfere with the rights of an Employer to discharge any
Employee at any time.
14.2 Non-Alienation of Benefits: Subject to Paragraph 14.3, and
subject to and in accordance with applicable law, no benefit payable under the
BIP will be subject in any manner to anticipation, assignment, attachment,
garnishment, or pledge, and any attempt to anticipate, assign, attach, garnish
or pledge the same will be void, and no such benefits will be in any manner
liable for or subject to the debts, liabilities, engagements, or torts of any
Participant.
14.3 Qualified Domestic Relations Order: Notwithstanding any other
provisions of the BIP, in the event that a qualified domestic relations order
(as defined in Section 414(p) of the Code and Section 206(d)(3) of ERISA) is
received by the Committee, benefits shall be payable in accordance with such
order and with Section 414(p) of the Code and Section 206(d)(3) of ERISA. The
amount payable to the Participant and to any other person other than the payee
entitled to benefits under the order, shall be adjusted accordingly. Benefits
payable under a qualified domestic relations order may be paid prior to the
"earliest retirement age" as such term is defined in the Code and ERISA. The
Committee shall establish reasonable procedures for determining the qualified
status of any domestic relations order and for administering distributions under
any such order.
14.4 Exclusive Benefit of Employees: No part of the corpus or income
of the Fund will be used for, or diverted to, purposes other than the exclusive
benefit of Participants and their Beneficiaries.
14.5 Merger, Consolidation or Transfer of Assets or Liabilities:
There will be no merger or consolidation with, or transfer of any assets or
liabilities to any other plan, unless each Participant will be entitled to
receive a benefit immediately after such merger, consolidation, or transfer as
if this BIP were then terminated which is equal to the benefit he would have
been entitled to immediately before such merger, consolidation, or transfer as
if this BIP had been terminated.
14.6 Appointments of Trustee: The Trustee as a fiduciary under the
BIP is appointed by the appropriate Named Fiduciary, with such powers as to
investment, reinvestment, control and disbursement of the Fund as are set forth
in the Trust Agreement, as modified from time to time. The appropriate Named
Fiduciary may remove the Trustee at any time on the notice required by the terms
of such Trust Agreement, and upon such removal or upon the resignation of any
such Trustee the Board will designate a successor Trustee.
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14.7 Discretion of the Board of Directors and the Committee: All
consents of the board of directors of each of the Employers and all consents of
the Committee herein provided for may be granted or withheld in the sole and
absolute discretion of said board of directors or of the Committee, as the case
may be, and, if granted, may be granted on such terms and conditions as said
board of directors or the Committee, as the case may be, in its sole and
absolute discretion shall determine. All determinations hereunder made by the
board of directors of any of the Employers and all such determinations made by
the Committee shall likewise be made in the sole and absolute discretion of said
board of directors or the Committee, as the case may be. Neither the board of
directors of any of the Employers nor the Committee, in granting or withholding
such consents, or in making such determinations, or in taking any other actions
in connection with the administration of the BIP and the Trust, shall
discriminate in favor of Highly Compensated Participants.
14.8 Voting Viacom Inc. Common Stock: A Participant may vote at each
annual meeting and at each special meeting of the Company the shares of Stock of
the Company at the time represented in his Accounts and attributable to Matching
Employer Contributions and earnings thereon. The Company shall provide the
Trustee, on a timely basis, with all materials necessary to permit the Trustee
to solicit participants' voting instructions and to vote shares. The Trustee
shall cause to be provided to each Participant a copy of the proxy solicitation
material for each such meeting together with a request for the Participant's
confidential instructions as to how such shares are to be voted at such meeting.
Upon receipt of such instructions, the Trustee shall vote all such shares as
instructed. The Trustee shall vote shares for which it has not received voting
instructions in proportion to those shares for which it receives instructions.
14.9 Payments to Minors and Incompetents: If a Participant or
Beneficiary entitled to receive any benefits hereunder is a minor or is deemed
by the Committee or is adjudged to be legally incapable of giving valid receipt
and discharge for such benefits, they will be paid to such persons as the
Committee might designate or to the duly appointed guardian.
14.10 Employee's Records: Each of the Employers and the Plan
Administrator shall respectively keep such records, and each of the Employers
and the Plan Administrator shall each reasonably give notice to the other of
such information, as shall be proper, necessary or desirable to effectuate the
purposes of the BIP and the Trust Agreement, including, without in any manner
limiting the foregoing, records and information with respect to the employment
date, date of participation in the BIP and Compensation of Employees, elections
by Participants and their Beneficiaries and consents granted and determinations
made under BIP and the Trust Agreement. Neither any of the Employers nor the
Plan Administrator shall be required to duplicate any records kept by the other.
Each Participant shall cooperate with the Plan Administrator to administer the
BIP in the manner herein and in the Trust Agreement provided.
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14.11 Titles and Headings: The titles to sections and headings or
paragraphs of this BIP are for convenience of reference and, in case of any
conflict, the text of the BIP, rather than such titles and headings, shall
control.
14.12 Use of Masculine and Feminine; Singular and Plural: Wherever
used herein, the masculine gender will include the feminine gender and the
singular will include the plural, unless the context indicates otherwise.
14.13 Governing Law: To the extent that New York law has not been
preempted by the provisions of ERISA, the provisions of the BIP will be
construed in accordance with the laws of the State of Texas.
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ARTICLE XV
NONDISCRIMINATION AND ANNUAL ADDITION LIMITATIONS
15.1 Limitation on Salary Reduction Contributions :
(a) Notwithstanding anything herein to the contrary, in no event
shall the Salary Reduction Contributions made on behalf of Highly Compensated
Participants with respect to any Plan Year result in an Actual Deferral
Percentage for such group of Highly Compensated Participants which exceeds the
greater of:
(i) an amount equal to 125% of the Actual Deferral
Percentage for the preceding Plan Year for all Participants other than Highly
Compensated Participants; or
(ii) an amount equal to the sum of the Actual Deferral
Percentage for the preceding Plan Year for all Participants other than Highly
Compensated Participants and 2%, provided that such amount does not exceed 200%
of the Actual Deferral Percentage for the preceding Plan Year for all
Participants other than Highly Compensated Participants.
(iii) Notwithstanding the foregoing, the Committee may elect
to determine the permissible Actual Deferral Percentage for Highly Compensated
Participants on the basis of the Actual Deferral Percentage of the group
Participants other than Highly Compensated Participants for the current Plan
Year rather than the preceding Plan Year, in accordance with such regulations,
notices or other guidance issued under Section 401(k) of the Code.
(b) The Committee shall be authorized to implement rules authorizing
or requiring reductions in the Salary Reduction Contributions that may be made
on behalf of Highly Compensated Participants during the Plan Year (prior to any
contributions to the Trust) so that the limitations of Paragraph 15.1(a) are
satisfied.
(c) In addition to the reductions set forth in Subparagraph (b), if
the limitations under Paragraph 15.1(a) are exceeded in any Plan Year, the
Committee may, in accordance with regulations issued under Code Section
401(k)(3), authorize or require the recharacterization of Excess Salary
Reduction Contributions as After-Tax Contributions so that the limitations in
that Plan Year are not exceeded.
(d) To the extent such Salary Reduction Contributions exceeding the
limitations under Paragraph 15.1(a) are not recharacterized, an Employer may, in
the discretion of the Board of Directors, make Qualified Nonelective
Contributions to the Accounts of Participants who are not Highly Compensated
Participants.
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(e) To the extent the limitations under Paragraph 15.2(a) continue to
be exceeded following such recharacterization or making of Qualified Nonelective
Contributions, if any, the Excess Salary Reduction Contributions made on behalf
of Highly Compensated Participants with respect to a Plan Year and income
allocable thereto shall then be distributed to such Highly Compensated
Participants as soon as practicable after the end of such Plan Year, but no
later than twelve months after the close of such Plan Year. The amount of Excess
Salary Reduction Contributions to be distributed to each Participant shall be
determined as follows:
Once the leveling procedure described in Paragraph 2.20 has been
completed, the total dollar amount of Excess Salary Reductions shall be
determined. This amount shall be distributed in accordance with a leveling
procedure under which the dollar amount of Salary Reduction Contributions of the
Highly Compensated Participant with the highest dollar amount of Salary
Reduction Contributions shall be reduced to the extent required to distribute
the total amount of Excess Salary Reduction Contributions or, if it results in a
lower reduction, to the extent required to cause such Highly Compensated
Participant's dollar amount of Salary Reduction Contributions to equal the
dollar amount of Salary Reduction Contributions of the Highly Compensated
Participant with the next highest dollar amount of Salary Reduction
Contributions. This distribution procedure shall be repeated until all Excess
Salary Reduction Contributions have been distributed. The amount of income
allocable to Excess Salary Reduction Contributions shall be determined in
accordance with the provisions of Article VI. The amount of Excess Salary
Reduction Contributions distributed to any Participant under this Subparagraph
for any Plan Year shall be reduced by any excess deferrals previously
distributed to such Participant pursuant to Paragraph 15.1(g), if any for such
Plan Year.
(f) The Committee may utilize any combination of the methods described
in the foregoing Subparagraphs (b), (c), (d) and (e) to assure that the
limitations of Paragraph 15.1(a) are satisfied.
(g) Notwithstanding the limitations of Paragraph 15.1(a), in no event
may the amount of Salary Reduction Contributions to the BIP, in addition to all
such salary reduction contributions under all other cash or deferred
arrangements (as defined in Code Section 401(k)) maintained by the Company or an
Affiliated Company in which a Participant participates, exceed $10,000 (adjusted
for increases in the cost-of-living under Code Section 402(g)) in any calendar
year. If such salary reduction amounts exceed $10,000 (as adjusted), all such
amounts in excess of $10,000 (as adjusted) and any income or losses allocable to
such excess amounts shall be distributed to the Participant no later than the
April 15 following the calendar year in which the excess occurred. If a
Participant participates in another cash or deferred arrangement in any calendar
year which is not maintained by the Company or an Affiliated Company, and his
total Salary Reduction Contributions under the BIP and such other plan exceed
$10,000 (as adjusted) in a calendar year, he may request to receive
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a distribution of the amount of the excess deferral (a deferral in excess of
$10,000 (as adjusted)) that is attributable to Salary Reduction Contributions in
the VIP together with earnings thereon, notwithstanding any limitations on
distributions contained in the BIP. Such distribution shall be made by the April
15 following the Plan Year of the Salary Reduction Contribution provided that
the Participant notifies the Committee of the amount of the excess deferral that
is attributable to a Salary Reduction Contribution to the VIP and requests such
a distribution. The Participant's notice must be received by the Committee no
later than the March 1 following the Plan Year of the excess deferral. In the
absence of such notice, the amount of such excess deferral attributable to
Salary Reduction Contributions to the BIP shall be subject to all limitations on
withdrawals and distributions in the BIP. The amount of excess deferrals that
may be distributed under this Subparagraph (g) with respect to any Participant
for any Plan Year shall be reduced by the amount of any Excess Salary Reduction
Contributions previously distributed pursuant to Paragraph 15.1(e), if any, for
such Plan Year.
15.2 Maximum Contribution Percentage:
(a) Notwithstanding anything herein to the contrary, in no event may
Matching Employer Contributions and After-Tax Contributions (including Salary
Reduction Contributions which are recharacterized pursuant to Paragraph 15.1(c),
if any) made on behalf of all Highly Compensated Participants with respect to
any Plan Year result in a Contribution Percentage for such group of Employees
which exceeds the greater of (1) or (2) below, where:
(1) is an amount equal to 125% of the Contribution
Percentage for the preceding Plan Year for all Participants in the BIP other
than Highly Compensated Participants; and
(2) is an amount equal to the sum of the Contribution
Percentage for the preceding Plan Year for all Participants in the BIP other
than Highly Compensated Participants and 2%, provided that such amount does not
exceed 200% of the Contribution Percentage for the preceding Plan Year for all
Participants other than Highly Compensated Participants.
Notwithstanding the foregoing, the Committee may elect to
determine the permissible Contribution Percentage for Highly Compensated
Participants on the basis of the Contribution Percentage of the group
Participants other than Highly Compensated Participants for the current Plan
Year rather than the preceding Plan Year, in accordance with such regulations,
notices or other guidance issued under Section 401(k) of the Code.
(b) The Committee shall be authorized to implement rules
authorizing or requiring reductions in the After-Tax Contributions that may be
made by Highly Compensated Participants during the Plan Year (prior to any
contributions to the Trust) so that the limitations of Paragraph 15.2(a) are
satisfied.
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(c) Notwithstanding any reductions pursuant to Subparagraph (b),
if the limitations under Paragraph 15.2(a) are exceeded, an Employer may, in the
discretion of the Board of Directors, make additional contributions to the
Participant's Accounts of Participants who are not Highly Compensated Employees,
which additional contributions shall either be Qualified Nonelective
Contributions or additional Matching Employer Contributions under Paragraph 5.7
of the BIP. In addition, in accordance with regulations issued under Section
401(m) of the Code, the Committee may elect to treat amounts attributable to
Salary Reduction Contributions as such additional Matching Employer
Contributions solely for the purposes of satisfying the limitations of Paragraph
15.2(a).
(d) If the limitations under Paragraph 15.2(a) continue to be
exceeded following such Qualified Nonelective Contributions or additional
Matching Employer Contributions, if any, the Excess Aggregate Contributions made
with respect to Highly Compensated Participants with respect to such Plan Year,
and any income attributable thereto, shall be distributed to Highly Compensated
Participants in an amount equal to each such Participant's After-Tax
Contributions (including recharacterized Salary Reduction Contributions). Once
the leveling procedure described in Paragraph 2.19 has been completed, the total
dollar amount of Excess Aggregate Contributions shall be determined. This amount
shall be distributed in accordance with a leveling procedure under which the
dollar amount of After-Tax Contributions of the Highly Compensated Participant
with the highest dollar amount of After-Tax Contributions shall be reduced to
the extent required to distribute the total amount of Excess Aggregate
Contributions or, if it results in a lower reduction, to the extent required to
cause such Highly Compensated Participant's dollar amount of After-Tax
Contributions to equal the dollar amount of After-Tax Contributions of the
Highly Compensated Participant with the next highest dollar amount of After-Tax
Contributions. This distribution procedure shall be repeated until all Excess
Aggregate Contributions have been distributed or, if earlier, all After-Tax
Contributions have been distributed.
(e) If the limitations under Paragraph 15.2(a) continue to be
exceeded following the distributions described in Subparagraph (d), the Matching
Employer Contributions made on behalf of Highly Compensated Participants which
are not vested pursuant to Paragraph 10.2 shall be forfeited to the extent of
any remaining Excess Aggregate Contributions made on behalf of Highly
Compensated Participants with respect to such Plan Year, and any income
allocable thereto. Such forfeitures shall be utilized to reduce future Matching
Employer Contributions, to defray administrative expenses of the BIP, and to
restore Participants' Accounts in accordance with Paragraph 10.3(b).
(f) If the limitations under Paragraph 15.2(a) continue to be
exceeded following the distribution of After-Tax Contributions or the allocation
of the forfeitures, if any, described above, the remaining Excess Aggregate
Contributions made on behalf of Highly Compensated Participants with respect to
such Plan Year, and any income attributable thereto, shall be distributed to
Highly Compensated Participants.
57.
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(g) All Excess Aggregate Contributions and any income allocable
thereto shall be forfeited or distributed, as described above, as soon as
practicable after the close of the Plan Year, but no later than twelve months
after the close of the Plan Year in which they occur. The amount of income
allocable to Excess Aggregate Contributions shall be determined in accordance
with the regulations issued under Section 401(m) of the Code. The Committee is
authorized to implement rules under which it may utilize any combination of the
methods described in the foregoing Subparagraphs (b), (c), (d), (e), and (f) to
assure that the limitations of Paragraph 15.2(a) are satisfied.
(h) Notwithstanding anything to the contrary in Paragraphs 15.1or
15.2, Salary Reduction Contributions, After-Tax Contributions, and Matching
Employer Contributions may not be made to this BIP in violation of the rules
prohibiting multiple use of the alternative limitation described in Sections
401(k)(3)(A)(ii)(II) and 401(m)(2)(A)(ii) of the Code and the provisions of
Treasury Regulation section 1.401(m)-2(b) and any further guidance issued
thereunder. If such multiple use occurs, the Contribution Percentages for all
Highly Compensated Participants (determined after applying the foregoing
provisions of Paragraphs 15.1) shall be reduced in accordance with Treasury
Regulation section 1.401(m)-2(c) and any further guidance issued thereunder in
order to prevent such multiple use of the alternative limitation.
(i) Notwithstanding anything in the BIP to the contrary, if the
rate of Matching Employer Contributions (determined after application of the
corrective mechanisms described in Paragraph 15.2 and the foregoing provisions
of Paragraph 15.3) discriminates in favor of Highly Compensated Participants,
the Matching Employer Contribution attributable to any Excess Salary Reduction
Contribution, Excess Aggregate Contributions, or excess deferral (as described
in Paragraph 15.1(g)) of each affected Highly Compensated Participant shall be
forfeited so that the rate of Matching Employer Contributions is
nondiscriminatory. Any such forfeitures shall be made no later than the end of
the Plan Year following the Plan Year for which the contribution was made.
Forfeitures, if any, shall be utilized to reduce future Matching Employer
Contributions, to defray administrative expenses of the BIP, and to restore
Participants' Accounts in accordance with Paragraph 10.3(b).
15.3 Limitation on Annual Additions:
(a) Basic Limitation. Subject to the adjustments hereinafter set
forth, the maximum Annual Addition for any Plan Year to a Participant's Accounts
under this BIP shall in no event exceed the lesser of:
(i) $30,000 (as adjusted by the Internal Revenue Service for
increases in cost of living in accordance with Section 415(d) and the applicable
regulations)
(ii) 25% of the amount of a Participant's annual Earnings.
58.
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(b) Limitation for Participants in a Combination of _Plans.
Notwithstanding the foregoing, in the case of a Participant who participates in
this BIP and a qualified defined benefit plan maintained by an Employer, the sum
of the defined benefit plan fraction (as defined in Code Section 415(e)(2)) and
the defined contribution plan fraction (as defined in Code Section 415(e)(3))
for any year shall not exceed 1.0. Notwithstanding the foregoing, as of January
1, 1987, an amount shall be subtracted from the numerator of the defined
contribution plan fraction, in accordance with IRS Notice 87-21, so that the sum
of the defined benefit plan fraction and defined contribution plan fraction
computed under Section 415(e)(1) of the Code does not exceed 1.0.
(c) Aggregation of Plans. For purposes of this Paragraph, all
qualified defined benefit plans maintained by an Employer shall be treated as a
single plan, and all qualified defined contribution plans maintained by an
Employer shall be treated as a single plan.
(d) Definition of Employer. For purposes of this Paragraph, the
term "Employer" shall include any Affiliated Company, as defined in Paragraph
2.4 hereof and as modified by Section 415(h) of the Code.
(e) Excess Annual Additions Precluded. Prior to the allocation of
contributions in any Plan Year, the Committee shall determine whether the amount
to be allocated would cause the limitations prescribed hereunder to be exceeded
with respect to any Participant. In the event there would be such an excess, the
Annual Additions to this BIP shall be adjusted by reducing Participant and
Employer contributions in such amounts as are determined by the Committee and in
such order elected by the Participant with the consent of the Committee, but
only to the extent necessary to satisfy such limitations.
(f) Adjustment to Defined Benefit Plan. Notwithstanding the
provisions of Subparagraphs (a) and (b), in the event that the limitations
prescribed under Subparagraph (b) are exceeded with respect to any Participant
who participates in this BIP and a qualified defined benefit plan maintained by
an Employer, the Participant's benefits under the defined benefit plan shall be
frozen or reduced prior to making any adjustments under this BIP; provided,
however, if in a subsequent year the limitations are increased due to cost of
living adjustments or any other factor, the freeze on the Participant's benefits
shall lapse to the extent that additional benefits may be payable under the
increased limitations.
(g) Disposal of Excess Annual Additions. In the event that,
notwithstanding Subparagraphs (e) and (f) hereof, the limitations with respect
to Annual Additions prescribed hereunder are exceeded with respect to any
Participant and such excess arises as a consequence of a reasonable error in
estimating the Participant's Earnings, the allocation of forfeitures, or a
reasonable error in determining the amount of Salary Reduction Contributions
that may be made with respect to any individual under the limits of Section 415
of the Code, such excess amounts shall not be deemed Annual
59.
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Additions in that limitation year to the extent corrected hereunder. First,
Salary Reduction Contributions and After-Tax Contributions (together with
earnings thereon) shall be returned to each affected Participant to the extent
that such distribution would reduce the excess amounts in the Participant's
Accounts. These amounts shall be disregarded in applying the limitations of
Paragraphs 15.1 and 15.2. To the extent excess amounts remain after any such
distributions, such excess amounts shall be utilized to reduce Matching Employer
Contributions on behalf of the Participant for the next succeeding Plan Year,
and succeeding Plan Years, as necessary. If the Participant is not covered by
the BBIP at the end of any such succeeding Plan Year, but an excess amount still
exists, such excess amount will be held unallocated in a suspense account. The
suspense account will be applied to reduce Matching Employer Contributions for
Participants in that Plan Year, and succeeding Plan Years, if necessary. The
amount in such suspense account shall be credited to the Accounts of
Participants in the manner provided in Paragraph 5.9.
60.
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ARTICLE XVI
TOP-HEAVY PLAN
16.1 General Rule: The BIP shall meet the requirements of this Article XVI
in the event that the BIP is or becomes a Top-Heavy Plan.
16.2 Top-Heavy Plan:
(a) Test for Top-Heaviness. Subject to the aggregation rules set forth
in subsection (b), the BIP shall be considered a Top-Heavy Plan pursuant to
Section 416(g) of the Code in any Plan Year if, as of the Determination Date,
the value of the cumulative Account Balances of all Key Employees exceeds sixty
percent (60%) of the value of the cumulative Account Balances of all of the
Employees as of such Date, excluding former Key Employees and excluding any
Employee who has not performed services for the Employer during the five (5)
consecutive Plan Year period ending on the Determination Date, but taking into
account in computing the ratio any distributions made during the five (5)
consecutive Plan Year period ending on the Determination Date. For purposes of
the above ratio, the Account Balance of a Key Employee shall be counted only
once each Plan Year.
(b) Aggregation and Coordination With Other Plans. For purposes of
determining whether the BIP is a Top-Heavy Plan and for purposes of meeting the
requirements of this Article XVI, the BIP shall be aggregated and coordinated
with other qualified plans in a Required Aggregation Group and may be aggregated
or coordinated with other qualified plans in a Permissive Aggregation Group. If
such Required Aggregation Group is Top-Heavy, this BIP shall be considered a
Top-Heavy Plan. If such Permissive Aggregation Group is not Top-Heavy, this BIP
shall not be a Top-Heavy Plan.
16.3 Definitions: For the purpose of determining whether the BIP is
Top-Heavy, the following definitions shall be applicable:
(a) Determination and Valuation Dates. The term "Determination Date"
shall mean, in the case of any Plan Year, the last day of the preceding Plan
Year. The value of an individual's Account Balance shall be determined as of the
Valuation Date next preceding the Determination Date and shall include any
contribution actually made after such Valuation Date but on or before the
Determination Date.
(b) Key Employee. An individual shall be considered a Key Employee if
he is an Employee or former Employee who at any time during the current Plan
Year or any of the four (4) preceding Plan Years met the requirements of Code
Section 416(i)(1) and the regulations thereunder.
61.
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(c) Non-Key Employee. The term "Non-Key Employee" shall mean any
Employee who is a Participant and who is not a Key Employee.
(d) Beneficiary. Whenever the term "Key Employee", "former Key
Employee", or "Non-Key Employee" is used herein, it includes the Beneficiary or
Beneficiaries of such individual.
(e) Required Aggregation Group. The term "Required Aggregation Group"
shall mean all other qualified defined benefit and defined contribution plans
maintained by the Employer in which a Key Employee participates, and each other
plan of the Employer which enables any plan in which a Key Employee participates
to meet the requirements of Section 401(a)(4) or 410 of the Code.
(f) Permissive Aggregation Group. The term "Permissive Aggregation
Group" shall mean all other qualified defined benefit and defined contribution
plans maintained by the Employer that meet the requirements of Sections
401(a)(4) and 410 of the Code when considered with a Required Aggregation Group.
16.4 Requirements Applicable if BIP is Top-Heavy: In the event the BIP is
determined to be Top-Heavy for any Plan Year, the following requirements shall
be applicable:
(a) Minimum Allocation.
(i) In the case of a Non-Key Employee who is covered under
this BIP but does not participate in any qualified defined benefit plan
maintained by the Employer, the Minimum Allocation of contributions plus
forfeitures allocated to the account of each such Non-Key Employee who has not
separated from service at the end of a Plan Year in which the BIP is Top-Heavy
shall equal the lesser of three percent (3%) of Compensation for such Plan Year
or the largest percentage of Compensation provided on behalf of any Key Employee
for such Plan Year. The Minimum Allocation provided hereunder may not be
suspended or forfeited under Section 411(a)(3)(B) or 411(a)(3)(D) of the Code.
The Minimum Allocation shall be made for a Non-Key Employee for each Plan Year
in which the BIP is Top-Heavy, even if he has not completed a Year of Service in
such Plan Year or if he has declined to elect to have Salary Reduction
Contributions made on his behalf.
(ii) A Non-Key Employee who is covered under this BIP and
under a qualified defined benefit plan maintained by the Employer shall not be
entitled to the Minimum Allocation under this BIP but shall receive the minimum
benefit provided under the terms of the qualified defined benefit plan.
62.
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(b) Top-Heavy Vesting Schedule.
(i) A Non-Key Employee is at all times one hundred percent
(100%) vested in the full value of his Account attributable to his Salary
Reduction Contributions, After-Tax Contributions, and Rollover Contributions.
(ii) Fewer than Two Years of Vesting Service. A Non-Key
Employee whose employment is terminated prior to age sixty-five (65) and prior
to the completion of two (2) or more full Years of Vesting Service shall not be
entitled to any Matching Employer Contributions under the BIP.
(iii) Two or More Years of Vesting Service. A Non-Key
Employee whose employment is terminated after age sixty-five (65) or after the
completion of two (2) or more full Years of Vesting Service shall be one hundred
percent (100%) vested in the full value of his Account attributable to Matching
Employer Contributions under the BIP.
Notwithstanding the foregoing provisions of this Paragraph 16.4(b),
at any time this BIP is a top-heavy plan, in no event will a Participant's
vested percentage interest in the portion of his account attributable to
Matching Employer Contributions be less than his vested percentage interest
determined under Paragraph 10.2 of the BIP.
(c) Limitations on Annual Additions and Benefits. For purposes of
computing the defined benefit plan fraction and defined contribution plan
fraction as set forth in Sections 415(e)(2)(B) and 415(e)(3)(B) of the Code, the
dollar limitations on benefits and annual additions applicable to a limitation
year shall be multiplied by 1.0 rather than 1.25.
63.
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ARTICLE XVII
SIGNATURE
The Plan as herein amended and restated has hereby been approved and
adopted to be effective as of the 1st day of May 1999.
BLOCKBUSTER INC.
By:________________________
Title: _______________________
64.
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APPENDIX A
SPECIAL PROVISIONS APPLICABLE TO CERTAIN PARTICIPANTS
This Appendix sets forth provisions applicable to Participants who
participated or were eligible to participate in certain plans maintained by the
Company and Affiliated Companies prior to May 1, 1999. All accrued benefits in
such plans, including the timing and form of optional forms of payment, that are
required to be protected under Code Section 411(d)(6) have been protected in the
BIP.
Blockbuster Plan
The following provisions apply to Employees who were participants in
the Blockbuster Entertainment Retirement and Savings Plan (the "Merged Plan") or
who were employed by a participating employer in the Merged Plan ("Blockbuster
Participant") on December 31, 1995 and who subsequently became Participants in
the BIP.
1. Service: - Notwithstanding anything to the contrary in Article IV
or any other provision of the BIP, a Blockbuster Participant's Eligibility
Service and Vesting Service under the BIP shall include the Participant's
eligibility service and vesting service as of December 31, 1995 under the terms
of the Merged Plan. For purposes of calculating Eligibility Service and Vesting
Service on and after January 1, 1996, the date of hire of a Blockbuster Plan
Participant shall be January 1, 1996.
In no event shall such Participant be credited with less Eligibility
Service and Vesting Service under the BIP than the service with which the
Participant was credited under the terms of the Merged Plan on December 31,
1995.
2. Vesting: - Notwithstanding anything to the contrary in Article X
or any other provision of the BIP, each Blockbuster Participant on December 31,
1995 shall become vested in the Matching Employer Contributions to the BIP,
together with any matching contributions or nonelective employer contribution
made to the Blockbuster Plan prior to January 1, 1996, in accordance with the
following schedule:
Years of Completed Vested
Vesting Service Percentage
--------------- ----------
Less than 1 0%
1 - 2 25%
2 - 3 50%
3 - 4 75%
4 or more 100%
65.
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APPENDIX B
DIVISIONS NOT INCLUDED IN BLOCKBUSTER INVESTMENT PLAN
Notwithstanding the provisions of Section 2.17 of the Plan, the following
operations of Blockbuster Inc. are not included in the definition of Employer
under this Plan:
66.
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APPENDIX C
AFFILIATED COMPANIES DESIGNATED AS EMPLOYER UNDER THE
BLOCKBUSTER INVESTMENT PLAN AS OF MAY 1, 1999
In accordance with Paragraph 2.17 of the Plan, the following Affiliated
Companies adopted the Plan effective May 1, 1999 or such other date as
indicated:
- ---------------------
1 Adopted the Plan effective January 1, 1997.
2 Renamed Viacom International Inc. effective July 31, 1996.
67.
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 8, 1999, except for the first
paragraph of Note 2, which is as of February 25, 1999, relating to the financial
statements and financial statement schedule, which appears in Viacom Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1998. We also consent
to the incorporation by reference in this Registration Statement of our report
dated June 28, 1999, relating to the financial statements, which appears in the
Annual Report of Viacom Investment Plan on Form 11-K for the year ended December
31, 1998.
PricewaterhouseCoopers LLP
New York, New York
December 29, 1999
Exhibit 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC., (the "Company"), hereby constitutes and appoints Philippe P. Dauman and
Michael D. Fricklas, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign (1) any and all
post-effective amendments to the registration statement on Form S-8 filed with
the Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with said
registration statement or amendments thereto, covering the shares of the
Company's Class B Common Stock issued in connection with the Company's 401(k)
plans, and (2) any registration statements, reports and applications relating to
such securities filed by the Company with the Commission and/or any national
securities exchanges under the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and any and all instruments and documents filed
as part of or in connection with such registration statements or reports or
amendments thereto; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that the said attorney-in-fact
and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 8th day of
December, 1999.
/s/ Ivan Seidenberg
------------------------------------
Ivan Seidenberg
