Exhibit 10(m)
VIACOM
BONUS DEFERRAL PLAN
FOR DESIGNATED SENIOR
EXECUTIVES
EFFECTIVE AUGUST 28, 2002
Section 1.
Establishment and Purpose of the
Plan.
1.1
Establishment.
There is hereby established
for the benefit of Participants an unfunded plan of voluntarily
deferred compensation known as the Viacom Bonus Deferral Plan for
Designated Senior Executives. Participation in this Plan is
limited to employees of an Employer who are identified by the
Company as executive officers and directors for purposes of Section
16(b) of the Securities Act of 1934 (“Reporting
Employees”). Any Bonus deferrals made under the Viacom
Excess 401(k) Plan by any Eligible Employee who was a Participant
in the Viacom Excess 401(k) Plan prior to the date he becomes a
Reporting Employee shall remain in the Viacom Excess 401(k)
Plan.
1.2
Purpose. The
purpose of this Plan is to provide a means by which an Eligible
Employee may, in certain circumstances, elect to defer receipt of a
portion of his cash bonus paid under the Viacom Inc. Short-Term
Incentive Plan and any other comparable annual cash bonus plan
sponsored by any Employer.
Section 2.
Definitions.
The following words and phrases as
used in this Plan have the following meanings:
2.1
Account. The term
“Account” shall mean a Participant’s individual
account, as described in Section 4 of the Plan.
2.2
Board of Directors.
The
term “Board of Directors” means the Board of Directors
of the Company.
2.3
Bonus. The
term “Bonus” shall mean any cash bonus paid under the
Viacom Inc. Short-Term Incentive Plan and any other comparable
annual cash bonus plan sponsored by any Employer.
2.4
Bonus Deferral
Contributions. The term
“Bonus Deferral Contributions” means the portion of the
Participant’s Bonus that he elects to defer under the terms
of this Plan. The portion of any Bonus earned in the year
2002 that an Eligible Employee elected to defer under the Viacom
Excess 401(k) Plan shall be deferred under this Plan, and shall not
be recognized under the Viacom Excess 401(k) Plan.
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2.5
Committee.
The
term “Committee” means the Retirement Committee
appointed by the Board of Directors. The Committee may act on
its own behalf or through the actions of its duly authorized
delegate.
2.6
Company. The
term “Company” means Viacom Inc.
2.7
Disability.
A
Participant shall be deemed to have incurred a
“Disability’ or to be “Disabled” if the
Participant (i) has been determined to be disabled by the Social
Security Administration or (ii) is receiving benefits under the
provisions of the long-term disability plan covering such
Participant that is sponsored by or participated in by the
Participant’s Employer. The date a Participant meets
the definition of Disability shall be treated as the date he
terminates employment for purposes of Section 4 of the
Plan.
2.8
Eligible Employee.
The
term “Eligible Employee” means an employee of an
Employer who is an eligible employee under the Viacom Excess 401(k)
Plan for Designated Senior Executives. If an employee becomes
an Eligible Employee in any Plan Year, such employee shall remain
an Eligible Employee for all future Plan Years during which the
Eligible Employee remains an eligible employee under the Viacom
401(k) Excess Plan for Designated Senior Executives.
2.9
Employer. The
term “Employer” means the Company and any affiliate or
subsidiary that adopts the Plan on behalf of its Eligible
Employees.
2.10
Investment Options.
The
term “Investment Options” means the investment funds
available to participants in the Viacom 401(k) Plan, excluding the
Self-Directed Brokerage Account.
2.11
Joint Payment Option.
The term “Joint
Payment Option” means the Participant’s joint payment
option election in accordance with Section 4.2 with respect to the
distribution upon his termination of employment of amounts credited
to his account in the Viacom Excess 401(k) Plan for Designated
Senior Executives and to his Account in this Plan.
.
2.12
Participant.
The term
“Participant” means an Eligible Employee who elects to
have Bonus Deferral Contributions made to the Plan.
2.13
Plan. The term
“Plan” means the Viacom Bonus Deferral Plan for
Designated Senior Executives as set forth herein, as amended from
time to time.
Section 3.
Participation.
3.1
Election to
Participate.
(a)
An Eligible Employee must elect to
participate in the Plan.
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(b)
(i) Any election to defer a portion
of a Bonus earned in the year 2002 that was made by an Eligible
Employee prior to August 28, 2002 under the Viacom Excess 401(k)
Plan shall be recognized by and be deemed to have been made under
this Plan, and such Eligible Employee shall become a Participant in
this Plan on August 28, 2002.
(ii) For any employee who first
becomes an Eligible Employee after 2002, any bonus deferral
election made under the Viacom Bonus Deferral for the Bonus to be
earned in the year in which he first becomes an Eligible Employee
in this Plan, shall be recognized by and be deemed to have been
made under this Plan, and such Eligible Employee shall become a
Participant in this Plan on the date he becomes an Eligible
Employee in this Plan.
(c) For the Plan Year in which an
employee first becomes an Eligible Employee, if such Eligible
Employee was not an eligible employee under the Viacom Bonus
Deferral Plan immediately prior to becoming an Eligible Employee,
such Eligible Employee must elect to make a Bonus Deferral
Contribution with respect to any Bonus scheduled to be paid in the
next succeeding calendar year within 30 days of the date he first
becomes an Eligible Employee in order for the election to be
valid. Prior to December 31 of each Plan Year, an Eligible
Employee may elect to make a Bonus Deferral Contribution with
respect to any Bonus scheduled to be paid in the second succeeding
calendar year. For example, prior to December 31, 2002, an
Eligible Employee may make a Bonus Deferral Contribution election
with respect to any cash bonus to be earned in 2003 that is
scheduled to be paid in 2004 under the Viacom Inc. Short-Term
Incentive Plan. An Eligible Employee may make an Excess Bonus
Deferral Contribution election whether or not such employee
previously has made, or currently has in effect, any Excess Salary
Reduction Contribution election
3.2
Amount of
Elections.
Each election filed by a Participant
must specify the amount of Bonus Deferral Contribution in a whole
percentage between 1% and 15% of the Participant’s applicable
Bonus.
Section 4.
Individual
Account.
4.1
Creation of Accounts.
The Company will
maintain an Account in the name of each Participant. Each
Participant’s Account will be credited with the amount of the
Participant’s Bonus Deferral Contributions made in all Plan
Years, including any Bonus Deferral Contributions for the Bonus
earned in 2002 that are attributable to the Bonus Deferral
Contribution elections originally made under the Viacom Excess
401(k) Plan.
4.2
Joint Payment Option
Election.
(a) With respect to each
Participant in the Plan on August 28, 2002 who became on that date
a participant in the Viacom Excess 401(k) Plan for Designated
Senior Executives, any Joint Payment Option election under the
Viacom Excess 401(k) Plan for Designated Senior Executives shall
apply to the total of all amounts credited to the
Participant’s Account in this Plan.
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(b) If an Eligible Employee
first becomes a Participant in this Plan after August 28, 2002, any
Joint Payment Option election made by the Participant under the
Viacom Excess 401(k) Plan for Designated Senior Executives shall
apply to the Participant’s Account in this Plan.
(c) If an Eligible Employee was not
a participant in the Viacom Excess 401(k) Plan for Designated
Senior Executives and did not have in effect a Joint Payment Option
election under such Plan, the Eligible Employee shall elect a Joint
Payment Option under this Plan at the same time that the Eligible
Employee files his initial election to commence participation in
the Plan pursuant to Section 3.2. Any such Joint Payment
Option election made by a Participant shall also apply to any
future Excess Salary Deferral Contributions that the Participant
may make under the Viacom Excess 401(k) Plan for Designated Senior
Executives.
(d) A Participant may elect to
receive his enti
