View:
As filed with the Securities and Exchange Commission (via EDGAR) on May 3, 1995
Registration No. 33 -
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIACOM INC.
(Exact name of registrant as specified in its charter)
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Exhibit 4.1
VIACOM INVESTMENT PLAN
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Amended and Restated
(Including amendments through December 31, 1994)
ARTICLE I
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BACKGROUND
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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 The Viacom Investment Plan herein constitutes an
amendment to and restatement of the Viacom Investment Plan in
effect on December 31, 1993. This amendment and restatement is
generally effective January 1, 1994, except as otherwise
specifically provided herein, as otherwise required by law, or as
otherwise provided in resolutions of the Board or its designee.
1.3 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.
1.4 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 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.
ARTICLE II
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DEFINITIONS
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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 and
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.
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
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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.
Notwithstanding the foregoing, Annual Additions for any Plan Year beginning
before January 1, 1987, shall include a Participant's After-Tax
Contributions only to the extent greater than the lesser of one-half of
After-Tax Contributions or the excess of such After-Tax Contributions over
six percent of the Employee's Earnings.
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
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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 "Benefit Service" shall mean service credited pursuant to
Paragraph 4.4.
2.9 "Board" shall mean the Board of Directors of the Company.
2.10 "Break in Service" shall mean a period of severance from
service as determined in accordance with Paragraph 4.2 and Paragraph 4.3.
2.11 "CBS" shall mean CBS Inc., a New York Corporation and any
subsidiary company related to CBS Inc. before June 4, 1971 which
participated in the CBS Employee Investment Fund.
2.12 "Committee" shall mean the Compensation Committee of the
Board of the Company or its designee.
2.13 "Company" shall mean Viacom International Inc., a Delaware
Corporation.
2.14 "Compensation" shall mean, effective January 1, 1990, the
regular compensation paid to a Participant with respect to any Payroll
Period, inclusive of 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
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"cafeteria plan" (as defined under Code Section 125 and applicable
regulations) maintained by an Employer, plus all overtime pay, bonuses,
commissions, hazard pay, shift differential pay, and on-call pay paid
during any Payroll Period, but exclusive of deferred compensation,
incentive compensation, and additional compensation of every other kind.
Notwithstanding the foregoing, for purposes of Paragraphs 2.3 and 2.15,
"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; provided that, effective January 1, 1989, the
total amount of Compensation taken into account for purposes of Paragraphs
2.3 and 2.15 for any Plan Year shall not exceed the applicable 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. 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 annual Compensation 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. In the case of an Employee
who begins, resumes, or ceases to be eligible to make contributions during
a
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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.
2.15 "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), Salary Reduction
Contributions treated as Matching Employer Contributions pursuant to
Paragraph 15.2(c), and any Qualified Nonelective Contributions or
additional Matching Employer Contributions made pursuant to Paragraph
15.2(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.
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.
2.16 "Disability" shall mean a permanent and total disability as
determined by the Social Security Administration or any disability that
qualifies an Employee for benefits under the provisions of the Viacom Long
Term Disability Plan, whichever shall occur first. The determination of
whether a Participant has incurred a Disability for purposes of this VIP
shall be made by the Committee or its delegate.
2.17 "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
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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).
2.18 "Employee" shall mean an employee of the Company or an
Affiliated Company. Solely for purposes of the VIP, a U.S. citizen
employed by a foreign subsidiary shall be deemed to be an Employee in the
Employment of the 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.
2.19 "Employer" shall mean the Company and any division of the
Company, except as otherwise indicated in Appendix B. The term "Employer"
shall include any Affiliated Company which is designated by the Board as an
Employer under the VIP and whose designation as such has become effective
and has continued in effect. 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. A list of the Affiliated Companies designated
as Employers under the Plan is included in Appendix C. In the case of an
Affiliated Company, the designation shall become effective only when it
shall have been accepted by the board of directors of the Affiliated
Company. Such an Affiliated Company may revoke its acceptance of such
designation at any time, but until such acceptance has been
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revoked all of the provisions of the Plan and amendments thereto shall
apply to the Participants of that Affiliated Company.
2.20 "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended from time to time, and regulations issued pursuant
to said Act.
2.21 "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)) 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 2.15. 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) 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) 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.
2.22 "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) and prior to the application of the
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leveling procedure described below) plus any Qualified Nonelective
Contributions made pursuant to Paragraph 15.1(d) minus the product of the
Participant's Actual Deferral Percentage (determined after application of
Paragraph 15.1(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) 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) are satisfied.
2.23 "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.
2.24 "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 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 VIP with respect to any
assets of the VIP which are invested in such funds.
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The Funds described herein also include: (1) amounts transferred
to the Trustee from the trust established under the CBS Employee Investment
Fund with respect to Participants who immediately prior to June 4, 1971
were participants in the CBS Employee Investment Fund; (2) amounts
transferred to the Trustee from the Viacom Employee Stock Ownership Plan
which, upon such transfer, were invested among the Funds as directed by
each affected Participant; (3) amounts transferred from the Showtime
Networks Inc. Investment Plan which, upon such transfer, were invested in
the Funds as directed under such Plan by each affected Participant; and (4)
amounts transferred from the Savings and Investment Plan for Employees of
PVI Transmission Inc. and Its Subsidiaries which, upon such transfer, were
invested in the Funds as directed under such Plan by each affected
Participant.
The Funds described herein include:
(a) "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.
(b) "Putnam Daily Dividend Trust" 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.
(c) "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.
(d) "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.
(e) "Putnam Vista Fund" seeks capital appreciation through
investment in common stocks selected for above-average growth potential, as
determined by the Fund's
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investment manager.
(f) "Putnam Voyager Fund" aggressively seeks capital
appreciation through investment in common stocks, as determined by the
Fund's investment manager.
(g) "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.
2.25 "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. Effective January 1, 1987, the term
"Highly Compensated Employee" includes "Highly Compensated Active
Employees" and "Highly Compensated Former Employees" and shall be
determined as follows:
(a) 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:
(1) 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),
(2) 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
(3) was an Officer earning more than fifty percent (50%)
of the dollar limitation under Section 415(b)(1)(A) of the Code.
(b) A "Highly Compensated Active Employee" also includes an
Employee described in the preceding sentence if
(1) the term "Determination Year" is substituted for the
term
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"Look-Back Year" and the Employee was one of the 100 Employees who earned
the most Compensation during the Determination Year, or
(2) 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.
(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 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.
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(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) 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.
(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 2.17 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,
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including substantiation guidelines, as issued pursuant to Code Section
414(q).
2.26 "Hour of Service" shall mean each hour credited under
Paragraph 4.2.
2.27 "Leased Employee" shall mean any person as defined in
Section 414(n)(2) of the Code.
2.28 "Matched 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.
2.29 "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.
2.30 "Qualified Nonelective Contributions" shall mean
contributions that are made pursuant to Paragraphs 15.1(d) and 15.2(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) and 15.2(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) or 15.2(a). Qualified Nonelective Contributions may be taken into
account for purposes of the limitations in Paragraphs 15.1(a) or 15.2(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.
2.31 "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
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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.
2.32 "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.
2.33 "Payroll Period" shall mean the regular period (whether
weekly or biweekly or semimonthly or otherwise) on which Compensation
payments are based.
2.34 "Plan Year" shall mean the twelve-month period which begins
on each January 1.
2.35 "Predecessor Company" shall mean (i) CBS, (ii) Viacom
International Inc., an Ohio Corporation (and its legal predecessors), or
(iii) any other organization which has been acquired by the Employer or an
Affiliated Company.
2.36 "Rollover Contributions" shall mean contributions made by
Participants in accordance with Paragraph 5.12.
2.37 "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.
2.38 "Severance Date" shall mean the date upon which service is
severed as determined under Paragraph 4.3.
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2.39 "Stock" shall mean any class of common or preferred stock of
Viacom Inc., a Delaware corporation; provided, however, that Matching
Employer Contributions made in Stock shall be made in any class of common
stock of Viacom Inc.
2.40 "Trust Agreement" shall mean the trust agreement by and
among the Employers and the Trustee, dated as of July 1, 1993, 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 July 1, 1993, 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.
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 a Part-Time
Employee's 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 a Full-Time or
Part-Time Employee's nonforfeitable right to Matching Employer
Contributions. Such term shall also be utilized in determining a Full-Time
Employee's eligibility to participate in the VIP.
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ARTICLE III
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ELIGIBILITY FOR PARTICIPATION
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3.1 Eligibility:
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(a) Each Employee who was a Participant in the VIP on December
31, 1993 shall automatically continue to be a Participant in the VIP as of
January 1, 1994.
(b) 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
completes one Year of Vesting Service; provided that he is employed by an
Employer at such time and he satisfies the requirements of Paragraph 3.2.
(c) Each other Part-Time Employee of an Employer will be
eligible to become a Participant on the first day of the month following
the completion of 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.
(d) Notwithstanding the foregoing, the following Employees are
not eligible to participate under the VIP: (i) any Employee who is not
principally employed in the United States and/or a citizen of the United
States, (ii) any Employee included in a group determined by the Board not
to be eligible for participation in the VIP (including, but not limited to,
free-lance employees), (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 who is a United States citizen
employed by a foreign subsidiary, unless specifically designated by the
Board to be eligible for participation in the VIP, or (v) any Employee who
is a Leased Employee.
(e) The preceding notwithstanding, any Full-Time Employee or
Part-Time Employee who has satisfied the applicable service requirements
prior to commencing
17
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 on the form or
forms provided by the Committee. An Employee's participation will become
effective on the first day of the month in which occurs the first Payroll
Period next 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, completes an Hour of Service, and
satisfies the requirements of Paragraph 3.2. An 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. An
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 Service being measured
from his original date of hire.
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(d), 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. His eligibility for any loans,
18
withdrawals or other distributions under the VIP shall be determined by the
applicable VIP provisions.
19
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. 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. shall be credited under the VIP for purposes of determining an
Employee's eligibility and vesting, subject to applicable limitations
herein.
4.2 Year of Eligibility Service:
---------------------------
Effective as of August 1, 1988, 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
20
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:
(i) temporary layoff,
(ii) 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,
(iii) unpaid jury duty, or
(iv) 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
21
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 as of August 1, 1988, an Employee's Vesting Service
shall be measured in years and days (with each 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. 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.
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
22
from service, with or without pay, for any other reason such as vacation,
sickness, disability, layoff 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 Benefit Service:
---------------
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:
(a) 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 terminated employment prior
to January 1, 1989, and returned to employment on or after that date,
Benefit Service shall be restored upon reemployment;
(b) 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 Matched or
Unmatched Contributions made to the VIP on his behalf. If a Participant is
unable to have Matched Contributions made to the VIP solely due to the
limitations of Paragraph 15.1 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
23
not elect to have Matched 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;
(c) 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 Its
Subsidiaries, whether or not assets are transferred to the VIP in
accordance with Paragraph 5.13.
4.5 Additional Service Credit:
-------------------------
The Committee or its designee, in its sole discretion,
may provide additional credit for purposes of determining Vesting Service,
Eligibility Service or Benefit Service for periods not required to be
credited under this Article IV, provided that the Committee shall act in a
nondiscriminatory manner.
24
ARTICLE V
---------
CONTRIBUTIONS
-------------
5.1 Matched Contributions: A Participant's Matched 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 from 1% to 5%, inclusively, of his
Compensation, subject to Paragraph 5.14.
5.2 Unmatched Contributions: A Participant's Unmatched
-----------------------
Contributions shall mean the sum of those contributions in excess of
Matched Contributions made by his Employer as Salary Reduction
Contributions, which may be in an amount equal to a stated whole percentage
which, including such Matched 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 5.2 when added to the Participant's Matched
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 Sections 5.1 and 5.2, each Participant may authorize (on forms
prescribed by the Committee) his Employer to contribute Salary Reduction
Contributions to the VIP for a Plan Year on his behalf by payroll
deduction, for each Payroll Period within an Accounting Period, which shall
be designated as Matched Contributions to the extent of the first 5%,
inclusively, of his Compensation and which shall be designated as Unmatched
Contributions to the extent such amounts exceed 5% of his Compensation for
such Plan Year. Each Participant may, in
25
addition to Salary Reduction Contributions, make an election (on forms
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 filing an election on a prescribed
form, may change the foregoing percentages at any time in the Plan Year,
subject to the limitations herein. Any such change will become effective
as of the first Payroll Period in the calendar quarter which begins after
the date such election is received by the Committee, provided that such
election is received by the Committee at least 10 business days prior to
the first day of such calendar quarter (or within such other period
required by the Committee), and provided, further, that if a Participant's
Salary Reduction Contributions are reduced in accordance with Paragraph
15.1(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.
5.5 Suspension of Contributions: A Participant may, by filing a
---------------------------
written election with the Committee on prescribed forms, elect to suspend
all of his Matched Contributions and Unmatched Contributions, if any,
effective no later than the first Payroll Period next following the date
such election is received by the Committee. In order to resume such
contributions, the Participant must follow the procedure described in
Paragraph 3.2 as though he were a new Participant. A Participant will not
be permitted to make up suspended contributions. Further, a Participant
will not be allowed to resume his contributions during any of the
suspension periods described in Paragraph 5.6. During any period in which
a Participant's Matched Contributions are suspended, the Matching Employer
Contributions to the Participant's
26
Account will also be suspended. Suspension of the Participant's Unmatched
Contributions will not cause suspension of the Matching Employer
Contributions made with respect to him.
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 to PVI Transmission Inc. 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 (i) 40% of the Matched 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 (or, for Matching Employer Contributions made prior to
January 1, 1990, less than five Years of Benefit Service), and (ii) 50% of
the Matched 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 five or more Years of
Vesting Service with the Company or an Affiliated Company (or, for Matching
Employer
27
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), additional Matching Employer Contributions may be made in order to
comply with the requirements of Paragraph 15.2(a). Notwithstanding the
foregoing, each Employer shall make such additional contributions as
necessary to assure that the Matching Employer 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).
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 any Accounting Period in which a
Payroll Period ends 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 their being allowed as a
deduction for federal income tax purposes by the Employer. A Matching
Employer Contribution shall be refunded to the Employer if such
contribution:
(a) was made by a mistake of fact; or
28
(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.
5.11 Additional Employer Contributions: If, with respect to any
---------------------------------
Plan Year, any Participant's Account is not credited with the amounts of
Matched 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
29
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
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.
30
(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 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.
31
5.13 Transfers of Assets to or from the Savings and Investment Plan
--------------------------------------------------------------
for Employees of PVI Transmission Inc. and Its Subsidiaries (the "SIP"):
- -----------------------------------------------------------------------
(a) If an Employee transfers from employment with PVI
Transmission Inc. or any of its Subsidiaries ("PVI") 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
of 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 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) If an Employee transfers from employment with an Employer
to employment with PVI 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.
5.14 Limitation on Contributions: Notwithstanding any other
---------------------------
provisions of the VIP to the contrary, effective January 1, 1989, in no
event may the contributions made to the VIP by or on behalf of any
Participant in any Plan Year exceed the maximum percentage allowed under
Paragraphs 5.1, 5.2, and 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. In
32
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 annual Compensation
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.
33
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 Accounts
-------------------------------
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. Except to the extent
otherwise reflected in the value of mutual fund shares, 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
34
amount of any distribution made to him or on his behalf pursuant to
Articles X and XI. Except as provided in Paragraph 6.1, 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.
Except to the extent otherwise reflected in the value of mutual fund
shares, 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.
35
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 other than the
Viacom Stock Fund. 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 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
Trustee) and within the limits of Paragraph 7.1, and shall be effective for
contributions made after the Valuation Date next 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 Trustee), to be effective as of
the Valuation Date after the new election is received by the Trustee.
7.5 Special Investment Elections. The Committee may authorize
----------------------------
Participants to change their investment elections at times other than those
specified in Paragraph 7.3 if the Committee, in its discretion, deems such
changes necessary or desirable. In the event the
36
Committee authorizes such changes, it shall prescribe non-discriminatory
rules with respect to the timing and effect of such elections.
7.6 Special July 1, 1993 Investment Elections: In connection
-----------------------------------------
with the change, effective July 1, 1993, in the VIP's investment Funds,
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 June 30, 1993, shall be invested. Any changes in investment Funds
elected on such forms prescribed by the Committee will be effective as soon
as practicable thereafter. Pending the effective date of such changes,
amounts previously designated for investment in "Fund A" shall be invested
in the Putnam Voyager Fund, and amounts previously designated for
investment in "Fund B" shall be invested in the Certus Interest Income
Fund. 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 June 30, 1993, such amounts
previously designated for investment in "Fund A" shall be invested in the
Putnam Voyager Fund, and amounts previously designated for investment in
"Fund B" shall be invested in the Certus Interest Income Fund. The terms
"Fund A" and "Fund B" shall have the same meanings that they had under the
terms of the VIP as in effect prior to July 1, 1993. The special
investment election filed under this Paragraph 7.6 shall apply solely to
each Participant's Accounts attributable to Salary Reduction Contributions
and After-Tax Contributions determined as of June 30, 1993, and shall
continue in effect until changed by the Participant pursuant to Paragraph
7.3 or Paragraph 7.4.
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 Trustee and the Committee or their designees shall
provide information to Participants
37
consistent with ERISA Section 404(c) and the regulations and other guidance
issued thereunder.
38
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,
and certain amounts transferred to the VIP, 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:
(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 (including
amounts attributable to his Matched Contributions which were made
before January 1, 1984, and Salary Reduction Contributions which are
treated as After-Tax Contributions pursuant to Paragraph 4.4 of the
VIP as in effect on July 31, 1988, but excluding any Salary Reduction
Contributions which are recharacterized as After-Tax Contributions
pursuant to Paragraph 15.1(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
39
withdrawn.
(ii) An amount equal to all or part of the
Participant's after-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 thereof in the event such
value is less than the net amount of such 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.
(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 is credited with at least 5
Years of Benefit Service may elect once each Plan Year to
withdraw up to 100% of his Matching Employer Contributions and
the earnings thereon.
(ii) A Participant who is credited with less than 5
Years of Benefit Service 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.
40
(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.
(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:
------------------
Effective August 1, 1988, 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.
41
For purposes of determining whether other resources are
reasonably available to the Participant, the Committee may rely upon a
Participant's reasonable representation that the financial hardship
cannot be relieved through: (i) reimburse- ment or compensation by
insurance or otherwise, (ii) reasonable liquidation of the
Participant's assets, to the extent such liquidation would not itself
cause an immediate and heavy financial need, (iii) cessation of Salary
Reduction Contributions and After-Tax Contributions under the VIP,
(iv) obtaining of a nontaxable loan reasonably available under the
terms of any qualified defined contribution plan maintained by the
Company or any 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, or (v) borrowing from commercial
sources on reasonable commercial terms. A Participant must prepare a
statement indicating the extent to which other assets are reasonably
available. For this purpose, a Participant's resources shall be
deemed to include those assets of his spouse and minor children that
are reasonably available to the Participant.
In the absence of such representations, 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
42
defined contribution and nonqualified 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 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,
43
(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
(5) expenses arising from circumstances of sufficient severity
that a Participant is confronted by present or impending financial
ruin or his family is clearly endangered by present or impending want
or deprivation. To demonstrate such a need, the Participant must
prepare a statement indicating the reason for the need and the extent
to which the Participant has other resources reasonably available to
relieve that need. Notwithstanding anything in this Paragraph 8.1(e)
to the contrary, if a Participant requests a withdrawal for the reason
specified in this Subparagraph (5), he shall be required 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 nonqualified 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.
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.
Effective for any withdrawal under this Paragraph 8.1(e), which is
made on or after January 1, 1989, 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
44
account earnings and losses attributable to such
amounts).
8.2 Withdrawal Procedures: Effective July 1, 1993, 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 cash lump sum amounts.
(c) Notwithstanding anything herein to the contrary, 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 Stock Fund.
8.4 Frequency of Withdrawals: Except in the case of a
------------------------
financial hardship withdrawal under Paragraph 8.1(e) (including a
withdrawal of Matching Employer
45
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) (including a withdrawal of
Matching Employer Contributions under Paragraph 8.1(c) on account of
financial hardship) at any time during the Plan Year.
46
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) and to all Former Participants who are
active Employees of PVI Transmission Inc. or any of its affiliated
entities. 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:
---------------------
(a) Each Eligible Borrower may apply for a loan from the VIP
upon the Participant's attainment of one Year of Vesting Service as
described in Paragraph 4.3.
(b) Only one loan under the VIP may be outstanding at any time
for each Participant. After a loan is repaid in full, a Participant may
not obtain another loan for a period of one month from the date of
repayment.
9.3 Availability of Loans:
---------------------
(a) Application for a loan must be made to the Committee or its
delegate, on prescribed forms. 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, no loan
shall be made to an Eligible Borrower during a period in which the
Committee is making a determination of whether a
47
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.
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. 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 on the
date that the loan is approved by a Committee representative and shall be
equal to 1% above the prime commercial rate charged by the Trustee, which
rate shall be adjusted quarterly.
(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. Effective July 1, 1994, unless the loan is used within a
reasonable time for the purpose of acquiring the principal residence of the
Eligible
48
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. Effective July 1, 1994, 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 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.
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.
49
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.
50
(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.
9.7 Events of Default and Action Upon Default:
-----------------------------------------
(a) In the event that an Eligible Borrower does not repay the
principal and accrued interest 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 Showtime Networks
Inc. or PVI Transmission Inc. or any of its related subsidiaries (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
51
interest in the VIP less the amount of such outstanding loan, plus accrued
interest, if any, 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 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
(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 (including accrued but unpaid interest) 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.
52
ARTICLE X
---------
VESTING AND TERMINATION OF EMPLOYMENT
-------------------------------------
10.1 Matched, Unmatched, Qualified Nonelective and Rollover
------------------------------------------------------
Contributions: A Participant shall be fully vested at all times in the
- -------------
portion of his Account attributable to Matched Contributions, Unmatched
Contributions, Qualified Nonelective Contributions, and Rollover
Contributions.
10.2 Matching Employer Contributions:
-------------------------------
(a) Each Employee who as of July 31, 1988 had completed the
eligibility requirements in effect under the VIP as of July 31, 1988,
regardless of whether such an Employee had elected to participate shall be
fully vested in Matching Employer Contributions as they are made.
(b) Each Employee who was first employed prior to August 1,
1987, and as of July 31, 1988 had not completed the eligibility
requirements in effect under the VIP as of July 31, 1988, and each
Participant hired on or after August 1, 1987, 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.
53
(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 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).
(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, when taken in
54
conjunction with the value of his vested interest in the Savings and
Investment Plan for Employees of PVI Transmission Inc. and Its
Subsidiaries, 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.
55
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)-(c) of this Paragraph 11.1:
(a) In such manner of monthly installments, not in excess of
240, or such number 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.
56
(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: Any
------------------------------------------------------
Participant may also, 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.
11.3 Stock Election: If the total value of 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 Its Subsidiaries, 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 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.
57
11.4 Consent Requirements: If the value of 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 Its Subsidiaries, 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 Its Subsidiaries, 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 later than ninety days after such Participant elects to receive
the distribution); or (d) the date required by Paragraph 11.7.
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
58
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 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
59
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:
60
(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 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, effective January 1, 1989, 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
61
be distributed not later than the April 1 following the calendar year in
which he terminates employment. 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.
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) 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).
62
(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.
11.9 Distributions on Sales of Businesses: 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
63
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.
64
ARTICLE XII
-----------
ADMINISTRATION
--------------
12.1 Appointment of Committee: The Committee is the named fiduciary
------------------------
under the VIP and the Committee shall share responsibility with other
fiduciaries for the administration of the VIP and the Committee members
shall be appointed from time to time by the Board and shall serve at the
pleasure of the Board. Any member of the Committee may at any time resign
by giving written notice of such resignation to the Committee, the Board
and the Trustee. The Board may at any time remove one or more members of
the Committee by giving written notice of such removal to the Committee and
to each member so removed and to the Trustee. In the event of the
resignation, removal or death of any member of the Committee, the successor
of such member may receive compensation for his services as such if such
successor is not a Participant in the VIP.
12.2 Meetings: The Committee shall hold meetings upon such notice,
--------
and at such place or places, and at such intervals as it may from time to
time determine.
12.3 Quorum: 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.
12.4 Expenses: All expenses that shall arise in connection with
--------
the administration of the VIP, including but not limited to the
compensation of the Trustee, the compensation of Committee members,
administrative expenses, other expenses associated with the purchase and
sale of Stock in the Viacom 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
65
connection with the administration of the VIP will be paid from forfeitures
pursuant to Paragraphs 10.3 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 VIP assets (including investment management fees) allocated to the Funds
(other than the Viacom Stock Fund) shall be paid out of the respective
Funds.
12.5 Powers and Duties: In addition to any implied powers and
-----------------
duties which may be needed to carry out the provisions of the VIP, the
Committee shall have the following specific powers and duties:
(a) To make and enforce such rules and regulations as it shall
deem necessary or proper for the efficient administration of the VIP;
(b) To interpret the VIP and to decide any and all matters
arising hereunder in its sole discretion; including the right to determine
eligibility for participation and benefits and to remedy possible
ambiguities, inconsistencies or omissions. All such interpretations and
decisions shall be final and binding on all affected individuals;
(c) To compute the distributable amount payable to any
Participant and/or Beneficiary in accordance with the provisions of the
VIP;
(d) To authorize disbursements from each of the Funds. Any
instructions of the Committee to the Trustee shall be evidenced in writing
and signed by a member of the Committee or its representative;
(e) To delegate certain of its powers, duties and
responsibilities with respect to the administration of the VIP to another
fiduciary appointed by it with specific responsibilities with respect to
the VIP or to any other person who exercises authority or has
responsibility of a fiduciary nature under the VIP as described in Title I,
Part 4, of ERISA.
12.6 Benefit Claims Procedures: In the event of denial of a
-------------------------
claim to a Participant or Beneficiary as to the amount of any distribution
and/or the method of payment under the
66
VIP, such Participant or Beneficiary will be given notice in writing of
such denial setting forth the reason for the denial. The Participant or
Beneficiary may, within sixty days after receiving the notice, request a
review of such denial by filing notice in writing with the Committee. The
Committee may request a meeting to clarify any matters it deems
appropriate. All interpretations, determinations and decisions in respect
of any matter hereunder will be made by the Committee and shall be final,
conclusive and binding upon the Employers, Participants and Beneficiaries
and all other persons claiming any interest in the VIP. The Committee
shall issue its decision within 60 days after receipt of the request for
review unless special circumstances (such as, but not limited to, the need
to hold a hearing) require an extension of time, in which case a decision
will be rendered as soon as possible, but not later than 120 days after
receipt of the request for review.
12.7 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.
12.8 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.
12.9 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.
12.10 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.
67
ARTICLE XIII
------------
AMENDMENT AND TERMINATION
-------------------------
13.1 Right to Amend or Terminate: The Company hopes and expects
---------------------------
to continue the VIP indefinitely, but nevertheless reserves the right to
amend or modify the VIP. Each Employer reserves the right, by action of
its board of directors, to terminate the VIP with respect to their
Participants herein. No amendment will be effective unless the VIP as so
amended is for the exclusive benefit of the Participants and their
Beneficiaries, and no amendment will deprive any Participant of any benefit
theretofore vested in him (including the timing and form of any optional
benefit); provided, however, that any and all amendments may be made which
are necessary to qualify or maintain the qualification of the VIP under the
Code. If any amendment changes the vesting provisions of Article X, any
Participant with at least three Years of Vesting Service (or, with respect
to Participants who do not complete one Hour of Service on or after January
1, 1989, five 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 computed under the
provisions of Article X as in effect immediately prior to such amendment.
Any amendment of the VIP shall be made by:
(a) the adoption of a resolution by the Board of amending the
VIP, or
(b) the adoption of a resolution by the Committee amending the
VIP.
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
68
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.
69
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
70
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 Board, 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 Board 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.
71
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 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
72
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.
73
ARTICLE XV
----------
NONDISCRIMINATION AND ANNUAL ADDITION LIMITATIONS
-------------------------------------------------
15.1 Limitation on Salary Reduction Contributions:
--------------------------------------------
(a) Notwithstanding anything herein to the contrary, effective
for Plan Years beginning on and after January 1, 1987, 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
74
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.
75
(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),
effective for calendar years beginning on and after January 1, 1987, 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
76
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, effective
for Plan Years beginning on and after January 1, 1987, 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
15.2(a) are satisfied.
(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 VIP. In addition, in accordance
with regulations issued under Section
77
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).
(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 VIP, 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.
(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
78
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
or 15.2, effective January 1, 1989, 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 15.2) 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).
79
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 VIP shall in no event exceed the lesser of:
(i) $30,000 (or, if greater, one-fourth of the defined
benefit dollar limitation set forth in Code Section 415(b)(1) as in effect
for the calendar year), or
(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
80
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 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
81
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.
82
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:
83
(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.
(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:
84
(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
85
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.
86
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.
87
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 _______ day
of ______________________, 1994.
VIACOM INTERNATIONAL INC.
By:
-----------------------------------
Title:
---------------------------------
88
APPENDIX A
Notwithstanding anything in the VIP to the contrary, the provisions
of this Appendix A 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").
(1) 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.
(2) 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.
(3) 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.
(4) 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.
89
APPENDIX B
Divisions Not Included in
Viacom Investment Plan
Notwithstanding the provisions of Section 2.19 of the Plan, the
following divisions are not included in the definition of Employer under
this Plan:
[Blockbuster]
[Paramount Parks]
[OTHER]
[OTHER]
90
APPENDIX C
Affiliated Companies Designated As Employer Under the
Viacom Investment Plan as of November 1, 1994
In accordance with Section 2.19 of the Plan, the following Affiliated
Companies have been designated by the Board of Directors of the Company as
Employers under the Plan, effective as of the date indicated:
Affiliated Company Effective Date
------------------ --------------
91
Exhibit 4.2
February 1, 1995
PARAMOUNT COMMUNICATIONS INC.
EMPLOYEES' SAVINGS PLAN
Effective January 1, 1987
Restated February 1, 1995
TABLE OF CONTENTS
-----------------
Page No.
--------
ARTICLE I - DEFINITIONS 1
- --------- -----------
1.1 "Actual Deferral Percentage" 1
1.2 "Affiliated Company" 1
1.3 "Basic Compensation" 2
1.4 "Beneficiary" 2
1.5 "Board of Directors" 3
1.6 "Code" 3
1.7 "Company" 3
1.8 "Contribution Percentage" 3
1.9 "Disability" 4
1.10 "Early Retirement Date" 4
1.11 "Effective Date" 4
1.12 "Employee" 4
1.13 "Employer" 4
1.14 "Employer's Matching Contributions Account" 5
1.15 "ERISA" 5
1.16 "ESOP Account" 5
1.17 "Excess Aggregate Contribution" 5
1.18 "Excess Contribution" 6
1.19 "Excess Matching Contribution" 6
1.20 "Highly Compensated Employee" 6
1.21 "Investment Funds" 7
1.22 "Investment Manager" 7
1.23 "Leased Employee" 7
1.24 "Matching Contribution" 7
1.25 "Member" 8
1.26 "Member's Account" 8
1.27 "Merged Plans" 8
1.28 "Normal Retirement Date" 8
1.29 "Parental Leave" 8
1.30 "Periodic Compensation" 8
1.31 "Plan" 9
1.32 "Plan Fiduciary" 9
- ii -
ARTICLE 1 DEFINITIONS (cont.) Page No.
- --------- ------------------- --------
1.33 "Plan Year" 9
1.34 "Post-Tax Contribution" 9
1.35 "Post-Tax Contributions Account" 9
1.36 "Pre-Tax Contribution" 9
1.37 "Pre-Tax Contributions Account" 9
1.38 "Retirement Committee" or "Committee" 9
1.39 "Trust Agreement" 10
1.40 "Trustee" 10
1.41 "Trust Fund" 10
1.42 "Valuation Date" 10
1.43 "Vested Interest" 10
1.44 "Viacom Stock" 10
1.45 "Year of Eligibility Service" 10
1.46 "Year of Vesting Service" 10
ARTICLE II - ELIGIBILITY FOR MEMBERSHIP 11
- ---------- --------------------------
2.1 Eligibility For Membership 11
2.2 Excluded Employees 12
2.3 Membership Upon Reemployment 13
2.4 Application For Membership 13
2.5 Transfer Of Employment Between Employers 13
2.6 Change Of Status 13
ARTICLE III - SERVICE 14
- ----------- -------
3.1 Vesting And Eligibility Service 14
ARTICLE IV - CONTRIBUTIONS 18
- ---------- -------------
4.1 Pre-Tax Contributions 18
4.2 Post-Tax Contributions 18
4.3 Change Or Suspension Of Contributions 19
4.4 Rollover Contributions 19
-iii-
ARTICLE IV - (cont.) Page No.
- ----------- ------- --------
4.5 Employer Matching Contributions 20
4.6 Limitations on Pre-Tax Contributions Affecting
Highly Compensated Employees 20
4.7 Maximum Member Tax Deferred Contributions 21
4.8 Limitations On Employer Matching Contributions
and Post-Tax Contributions Affecting Highly
Compensated Employees 22
4.9 Limitations On Annual Additions 24
ARTICLE V - INVESTMENT OF ACCOUNTS 28
- --------- ----------------------
5.1 Investment Of Matching Contributions 28
5.2 Establishment Of Investment Funds 28
5.3 Investment Of Contributions 29
5.4 Change of Election 29
5.5 Transfers Among Investment Funds 30
5.6 Merged Plan Assets 30
5.7 Diversification of Amounts in ESOP Accounts 31
5.8 Dividends on Company Stock 31
ARTICLE VI - VALUATION AND ACCOUNTING 32
- ---------- ------------------------
6.1 Establishment Of Accounts 32
6.2 Valuation Of Accounts 32
6.3 Adjustment To Accounts 32
ARTICLE VII - WITHDRAWALS 33
- ----------- -----------
7.1 Voluntary Withdrawals 33
7.2 Hardship Withdrawals 33
7.3 Form And Frequency Of Election; Withdrawal Amounts 34
ARTICLE VIII - VESTING AND DISTRIBUTIONS UPON RETIREMENT,
- ------------ ------------------------------------------
DISABILITY, DEATH OR OTHER TERMINATION OF EMPLOYMENT 36
- ----------------------------------------------------
8.1 Vesting 36
8.2 Time And Manner Of Distribution 37
- iv -
ARTICLE VIII - (cont) Page No.
- --------------------- --------
8.3 Forfeitures 42
8.4 Latest Commencement Of Payments 43
8.5 Termination of Employment 43
ARTICLE IX - LOANS 44
- ---------- -----
9.1 Eligibility For A Loan 44
9.2 Security And Interest 45
9.3 Loan Repayment 45
9.4 Repayment Upon Termination Of Employment 46
ARTICLE X - ADMINISTRATION OF THE PLAN 48
- --------- --------------------------
10.1 Appointment Of Retirement Committee 48
10.2 Organization And Operation Of the Retirement
Committee 48
10.3 Duties And Responsibilities Of The Retirement
Committee 49
10.4 Required Information 50
10.5 Indemnification 50
10.6 Claims And Appeal Procedure 50
10.7 Powers, Duties and Responsibilities of the
Investment Manager 51
ARTICLE XI - AMENDMENT AND TERMINATION 53
- ---------- -------------------------
11.1 Amendment 53
11.2 Termination, Sale of Assets or Sale of Subsidiary 53
11.3 Merger Of Plans 55
ARTICLE XII - PARTICIPATING EMPLOYERS 56
- ----------- -----------------------
12.1 Adoption Of Plan 56
- v -
Page No.
--------
ARTICLE XIII - GENERAL PROVISIONS 57
- ------------ ------------------
13.1 Exclusiveness Of Benefits 57
13.2 Limitation Of Rights 57
13.3 Non-Assignability 57
13.4 Construction Of Agreement 58
13.5 Severability 58
13.6 Titles And Headings 58
13.7 Counterparts As Original 58
13.8 Construction 59
13.9 Internal Revenue Service Approval 59
13.10 Trust Fund 59
13.11 Source Of Benefits 59
ARTICLE XIV - TOP-HEAVY PROVISIONS 60
- ----------- --------------------
14.1 General Rule 60
14.2 Top-Heavy Plan 60
14.3 Definitions 60
14.4 Requirements Applicable If Plan Is Top-Heavy 62
ARTICLE XV - SIGNATURE 64
- ----------- ---------
APPENDIX A - SPECIAL RULES 65
- ---------- -------------
- vi -
PREAMBLE
--------
Effective July 1, 1966, Gulf+Western Inc. (formerly Gulf & Western Industries,
Inc.) established the "Gulf & Western Industries, Inc. Employees' Savings Plan"
(the "Plan") to encourage savings by its employees and to provide for their
retirement. The Plan, as amended from time to time, is qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended, as a profit sharing
plan and the trust underlying the Plan is tax-exempt under Section 501 of the
Code.
Effective January 1, 1987, the following plans were merged into the Plan:
the "Esquire, Inc. Retirement Investment/Savings Plan"; the "Prentice-Hall and
Subsidiaries Profit Sharing Plan"; the "Simon & Schuster Profit Sharing Plan";
the "Management Control Systems Retirement Plan"; the "Silver Burdett Inc.
Profit Sharing Savings Plan"; the "Associates Corporation of North America
Supplemental Savings and Profit Sharing Plan" and the "Employees' Savings and
Profit Sharing Plan of Associates Corporation of North America". The resulting
consolidated plan represents an amendment and restatement of the Plan and is
intended to qualify under Sections 401(a) and 401(k) of the Internal Revenue
Code of 1986, as amended (the "Code"). Transition rules dealing with certain
provisions of such merged plans are incorporated into Appendix A of this Plan
and shall supersede any other provisions of this Plan, where contrary.
Effective January 1, 1987, the amended and restated Plan shall be known as
the "Gulf+Western Inc. Employees' Savings Plan". All benefits with respect to
persons who terminated, retired or died prior to January 1, 1987 shall be
determined under the provisions in effect at the time they terminated, retired
or died, except as expressly provided in this Plan or as provided by statute or
regulation.
Effective June 2, 1989, the corporate name of Gulf+Western Inc. was changed
to Paramount Communications Inc. Accordingly, the name of the Plan has been
changed, effective June 2, 1989, to the Paramount Communications Inc. Employees'
Savings Plan.
Effective November 1, 1989 all stock of Associates Corporation of North
America held by Paramount Communications Inc. was sold to Ford Motor Company and
the assets and liabilities for all Associates participants were transferred to a
Ford sponsored plan.
In connection with the merger of the Master Data Center, Inc. Employees'
Thrift Plan (the "Master Data Plan"), the Janus Book Publishers, Inc. 401(k)
Profit Sharing Plan (the "Janus Plan"), the Computer Curriculum Corporation
Savings Plan (also known as the California Pension Administrators and
Consultants, Inc. Defined Contribution Retirement Plan as adopted by Computer
Curriculum Corporation) ("CCC Savings Plan"), the Computer Curriculum
Corporation Profit Sharing Plan (the "CCC Profit Sharing Plan"), the Premier
Advertiser Sales Retirement Savings Plan (the "Premier Plan") and a portion of
the Cox Enterprises, Inc. Savings and Investment Plan (the "Cox Plan") into the
Plan: effective as of May 1, 1988, all employees of Master Data Center, Inc.
who were members of the Master Data Plan on April 30, 1988 became eligible to
participate in the Plan; effective as of January 3, 1990, all employees of Janus
Book Publishers, Inc. who were members of the Janus Plan on January 2, 1990
became eligible to participate in the Plan; effective as of April 16, 1990, all
employees of Computer Curriculum Corporation who were members of the CCC Savings
Plan and/or the CCC Profit Sharing Plan on April 15, 1990 became eligible to
participate in the Plan; effective as of January 1, 1993, all employees of
Premier Advertiser Sales who were members of the Premier Plan on December 31,
1992 became eligible to participate in the Plan; and effective as of September
1, 1993, employees of WKBD, Inc. who were members of the Cox Plan on August 31,
1993 became eligible to participate in the Plan. Following the participation of
such employees in the Plan, all the assets under each plan attributable to such
employees shall be transferred into the Plan. Transition rules dealing with
certain provisions of each plan are incorporated into Appendix A of this Plan
effective upon the transfer of assets and shall supersede any other provisions
of this Plan, where contrary.
Effective July 7, 1994, Paramount Communications Inc. became a wholly owned
subsidiary of Viacom Inc. and the Paramount Communications Inc. Employee Stock
Ownership Plan was merged into the Plan. Effective January 1, 1995, all
employees of the Corporate office of Paramount Communications Inc. became
employees of PCI's Holding Corporation. Effective January 3, 1995: (i)
Paramount Communications Inc. was merged into Viacom International Inc., itself
a wholly owned subsidiary of Viacom Inc., (ii) Paramount Communications Inc.
ceased to exist as a separate corporate legal entity and (iii) PCI's Holding
Corporation became the Company that sponsors the Plan.
PARAMOUNT COMMUNICATIONS INC.
EMPLOYEES' SAVINGS PLAN
ARTICLE I
---------
DEFINITIONS
-----------
1.1" Actual Deferral Percentage"
--------------------------
The term "Actual Deferral Percentage" means, with respect to a specified
group of Employees, any of whom is a Member or eligible to become a Member, the
average of the ratios, calculated separately for each Employee in that group, of
(a) the amount of Pre-Tax Contributions made pursuant to Section 4.1 for a Plan
Year to (b) the Employee's compensation for that Plan Year. The Actual Deferral
Percentage shall be adjusted in the event qualified nonelective contributions
are made for a Plan Year pursuant to Section 4.7. Actual Deferral Percentages
will be determined in accordance with all of the applicable requirements
(including to the extent applicable, the family aggregation and plan aggregation
requirements) of Section 401(k) of the Code, and the regulations issued
thereunder. The percentage is determined by multiplying the ratio calculated
above by one hundred (100). For purposes of this Section 1.1 and Section 1.8,
"compensation" shall mean Earnings as determined under Section 4.11(h), plus all
elective contributions made on behalf of a Member for the Plan Year that are not
includible in gross income under Sections 125 or 402(e)(3) of the Code.
1.2 "Affiliated Company"
------------------
The term "Affiliated Company" means a member with the Company of a
controlled group of corporations (determined under Section 1563(a) of the Code
without regard to Section 1563(a)(4) and (e)(3)(C)). The term "Affiliated
Company" shall also include any trade or business under common control (as
defined in Section 414(c) of the Code) with the Company, a member of an
affiliated service group (as defined in Section 414(m) of the Code) which
includes the Company, and any other entity required to be aggregated with the
Company under regulations issued pursuant to Code Section 414(o).
1.3 "Basic Compensation"
------------------
The term "Basic Compensation" means the sum of a Member's (a) base pay
(including amounts attributable to shift differentials) for services rendered to
an Employer, determined prior to any pre-tax contributions for the Plan Year
under either a "qualified cash or deferred arrangement" (as defined under
Section 401(k) of the Code and its applicable regulations) or a "cafeteria
plan," including a "reimbursement account" (as defined under Section 125 of the
Code and its applicable regulations) and (b) commissions, as determined by the
applicable Employer.
For purposes of determining a Member's "Basic Compensation," there shall be
excluded from "Basic Compensation" the cost of fringe benefits and any amounts
paid or payable to a Member as a bonus, commission (except as provided above),
overtime pay, severance pay, or as a contribution to any pension, profit sharing
or savings plan except where such contribution is made pursuant to an election
made under Section 4.1. Effective January 1, 1989, the amount of annual Basic
Compensation which may be taken into account for all purposes under the Plan
shall not exceed $200,000 or the applicable annual compensation limitation in
effect under Section 401(a)(17) of the Code and the regulations and other
guidance issued thereunder. Notwithstanding the previous sentence, effective
January 1, 1994, the amount of annual Basic Compensation that may be taken into
account for all purposes under the Plan shall not exceed $150,000, or the
applicable annual compensation limitation in effect under Section 401(a)(17) of
the Code and the regulations and other guidance issued thereunder.
1.4 "Beneficiary"
-----------
(a) The term "Beneficiary" means the person or persons designated by the
Member, on a form prescribed by and filed with the Retirement Committee, to
receive benefits under the Plan in the event of death. If no designation is
made or if no designated person survives the Member, "Beneficiary" shall mean
the Member's estate.
(b) Notwithstanding the foregoing, in the case of a legally married
Member, the spouse to whom the Member is married on the earlier of the Member's
benefit commencement date or death shall be deemed the designated "Beneficiary"
unless the Member elects to waive such designation. Such waiver
2
must be in writing, acknowledging its effect on the spouse, and such spouse must
formally consent in writing to the waiver with the spouse's signature witnessed
by a notary public.
1.5 "Board of Directors"
------------------
The term "Board of Directors" means the Board of Directors of the Company.
1.6 "Code"
----
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
1.7 "Company"
-------
The term "Company" means, effective January 3, 1995, PCI's Holding
Corporation and any legal successor thereof.
1.8 "Contribution Percentage"
-----------------------
The term "Contribution Percentage" means, with respect to a specified group
of Employees, any of whom is a Member or eligible to become a Member, the
average of the ratios, calculated separately for each Employee in that group, of
(a) the sum of Matching Contributions made to the Plan pursuant to Section 4.5
for a Plan Year and Member Post-Tax Contributions (including Pre-Tax
Contributions which are recharacterized as Post-Tax Contributions pursuant to
Section 4.6, if any) made pursuant to Section 4.2 for such Plan Year to (b) the
Employee's compensation (as defined in Section 1.1) for that Plan Year. The
Contribution Percentage shall be adjusted in the event qualified nonelective
contributions are made for a Plan Year pursuant to Section 4.8. Contribution
Percentages will be determined in accordance with all of the applicable
requirements (including the family aggregation and to the extent applicable,
plan aggregation requirements) of Section 401(m) of the Code, and the
regulations issued thereunder. The percentage is determined by multiplying the
ratio calculated above by one hundred (100).
3
1.9 "Disability"
----------
The term "Disability" means any physical or mental condition which, upon a
determination by the administrator of an Employer's Long Term Disability
Benefits Insurance Plan, makes a Member eligible for benefits under such plan,
or which entitles such a Member to benefits under the disability insurance
provisions of the Federal Social Security Act. A Member entitled to receive
disability benefits under the Paramount Communications Inc. Retirement Plan will
be deemed to have incurred a "Disability."
1.10 "Early Retirement Date"
---------------------
The term "Early Retirement Date" means the date a Member is first eligible
for "early retirement" under the Paramount Communications Inc. Retirement Plan.
1.11 "Effective Date"
--------------
The term "Effective Date" means January 1, 1987.
1.12 "Employee"
--------
The term "Employee" means any individual employed by an Employer (other
than Leased Employees covered by a plan described in Section 414(n)(5) of the
Code) and such other individuals or classes of individuals specifically
designated by the Retirement Committee who are employed by an Affiliated Company
which is not participating in the Plan as provided in Section 12.1. A "Full-
Time Employee" means any Employee who, on the basis of his or her regular stated
work schedule, is classified as a regular full-time Employee by an Employer. A
"Regular Part-Time Employee" means any Employee who, on the basis of his or her
regular stated work schedule, is classified as a regular part-time Employee by
an Employer, provided, however, that effective April 1, 1991, no Employee shall
be categorized as a Regular Part-Time Employee and the category of Regular Part-
Time Employee shall cease to exist. A "Part-Time Employee" means any Employee
who is not a "Full-Time Employee" or a "Regular Part-Time Employee."
1.13 "Employer"
--------
The term "Employer" means the Company or any successor by merger, purchase
or otherwise and any other Affiliated Company participating in the Plan as
provided in Section 12.1.
4
1.14 "Employer's Matching Contributions Account"
-----------------------------------------
The term "Employer's Matching Contributions Account" means the account
established for each Member to hold matching Employer contributions made to the
profit sharing portion of the Plan in accordance with Section 4.5(b). In
addition, this account will also hold any qualified nonelective contributions or
additional Matching Contributions made by an Employer pursuant to Sections 4.6
or 4.8.
1.15 "ERISA"
-----
The term "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.
1.16 "ESOP Account"
------------
The term "ESOP Account" means assets transferred to this Plan from the
Paramount Communications Inc. Employee Stock Ownership Plan and held by the
Trustee.
1.17 "Excess Aggregate Contribution"
-----------------------------
The term "Excess Aggregate Contribution" means, with respect to each Highly
Compensated Employee, the amount equal to the total Employer Matching
Contributions made to the Plan on his or her behalf and his or her Post-Tax
Contributions (including the amount of any Pre-Tax Contributions recharacterized
pursuant to Section 4.6), determined prior to the application of the leveling
procedure described below, minus the product of the Member's Contribution
Percentage, determined after the application of the leveling procedure described
below, multiplied by the Member's compensation (as such term is defined for
purposes of Section 1.8). In accordance with the regulations issued under
Section 401(m) of the Code, Excess Aggregate Contributions shall be determined
by a leveling procedure under which the Contribution Percentage of the Highly
Compensated Employee with the highest such percentage shall be reduced to the
extent required to enable the limitation of Section 4.8 to be satisfied, or, if
it results in a lower reduction, to the extent required to cause such Member's
Contribution Percentage to equal that of the Highly Compensated Employee with
the next highest Contribution Percentage. This leveling procedure is repeated
until the limitation of Section 4.8 is satisfied. In no case shall the amount
of Excess Aggregate Contributions with respect to any Highly Compensated
Employee
5
exceed the Post-Tax Contributions and Employer Matching Contributions made on
behalf of such Member in any Plan Year.
1.18 "Excess Contribution"
-------------------
The term "Excess Contribution" means with respect to each Highly
Compensated Employee, the amount equal to total Pre-Tax Contributions on behalf
of the Member (determined prior to the application of the leveling procedure
described below) minus the product of the Member's Actual Deferral Percentage
(determined after the leveling procedure described below) multiplied by the
Member's compensation (as such term is defined for purposes of Section 1.1). In
accordance with the regulations issued under Section 401(k) of the Code, Excess
Contributions shall be determined by a leveling procedure under which the Actual
Deferral Percentage of the Highly Compensated Employee with the highest such
percentage shall be reduced to the extent required to enable the limitation of
Section 4.6 to be satisfied, or, if it results in a lower reduction, to the
extent required to cause such Highly Compensated Employee's Actual Deferral
Percentage to equal the Actual Deferral Percentage of the Highly Compensated
Employee with the next highest Actual Deferral Percentage. This leveling
procedure shall be repeated until the limitation of Section 4.6 is first
satisfied.
1.19 "Highly Compensated Employee"
---------------------------
The term "Highly Compensated Employee" means, with respect to any Plan
Year, an individual described in Section 414(q) of the Code and any regulation
(whether or not final), notice or other guidance issued by the Internal Revenue
Service thereunder. The determination of whether an individual is a Highly
Compensated Employee may be made by the Committee on the basis of any elective
provision permitted under any such regulation, notice or other guidance.
1.20 "Investment Funds"
----------------
Individual funds for the investment of amounts held under the Member's Pre-
Tax Contributions Account, Post-Tax Contributions Account, Rollover
Contributions Account and any other account designated by the Retirement
Committee.
6
1.21 "Investment Manager"
------------------
The term "Investment Manager" means the individuals and/or other entity
provided for in Section 10.7 who has acknowledged in writing that he/it is a
fiduciary with respect to the Plan and who is registered as an investment
adviser under the Investment Advisors Act of 1940; or a bank, as defined in such
Act; or an insurance company qualified to manage, acquire or dispose of assets
of pension plans.
1.22 "Leased Employee"
---------------
The term "Leased Employee" means any person as so defined in Section
414(n)(2) of the Code.
1.23 "Matching Contributions"
----------------------
The term "Matching Contributions" means contributions to the Plan by the
Company or a participating Employer for the Plan Year in cash or Company Stock
and allocated to a Member's Employer's Matching Contribution Account by reason
of the Member's Post-Tax Contributions or Pre-Tax Contributions.
1.24 "Member"
------
The term "Member" means:
(a) "Active Member" -- An Employee participating in the Plan in accordance
-------------
with Section 2.1.
(b) "Suspended Member" -- A Member in the employ of an Employer or an
----------------
Affiliated Company who (i) due to a change of status no longer is employed in a
position that makes him or her eligible to participate in the Plan, (ii)
suspends all contributions under the Plan other than on account of Sections 4.6,
4.7, 4.8 or 4.9, or (iii) is on an approved leave of absence, but who shall be
treated as an Active Member for all purposes of the Plan, except that he or she
shall not be entitled to contribute to the Plan either by way of a Pre-Tax
Contribution or by way of a Post-Tax Contribution.
(c) "Ex-Member" -- A person who is no longer employed by an Employer or an
---------
Affiliated Company, but who has a balance remaining in his or her Member's
Account.
(d) "Inactive Member" -- An Employee in the employ of an Employer or an
---------------
Affiliated Company who has a Rollover Contributions Account balance under
7
the Plan but who has elected not to contribute to the Plan either by way of a
Pre-Tax Contribution or by way of a Post-Tax Contribution.
1.25 "Member's Account"
----------------
Except where otherwise provided in the Plan, the aggregate amount held on
behalf of the Member in his or her Pre-Tax Contributions Account, Post-Tax
Contributions Account, Employer's Matching Contributions Account, ESOP Account,
Rollover Contributions Account and any other account established on behalf of
the Member under the Plan.
1.26 "Merged Plans"
------------
The plans set forth in Appendix A.
l.27 "Normal Retirement Date"
----------------------
The date a Member attains age 65.
1.28 "Parental Leave"
--------------
The term "Parental Leave" means a period commencing on or after January 1,
1987 in which the Employee is absent from work immediately following his or her
or 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.
1.29 "Periodic Compensation"
---------------------
(a) The Member's Basic Compensation divided by the number of payroll
periods applicable to such Member during the calendar year of reference.
(b) Notwithstanding Subsection (a), the Periodic Compensation of a Member
while on an unpaid leave of absence during any Plan Year shall be equal to zero.
1.30 "Plan"
----
The "Gulf+Western Inc. Employees' Savings Plan" established effective July
1, 1966 and amended and restated into the Paramount Communications Inc.
Employees' Savings Plan and the profit sharing plan under Code Section 401(a)
8
described herein, that is intended to qualify under Code Sections 401(a) as from
time to time supplemented and amended.
1.31 "Plan Fiduciary"
--------------
The "Plan Fiduciary" means the boards of directors of the Employers, the
Retirement Committee, the Trustee, and all other persons who exercise
discretionary authority or have responsibility of a fiduciary nature as
described in Title I of ERISA.
1.32 "Plan Year"
---------
A period of 12 months commencing on each January lst and ending on December
31st thereafter.
1.33 "Post-Tax Contribution"
---------------------
Contributions made by the Member in accordance with Section 4.2.
1.34 "Post-Tax Contributions Account"
------------------------------
An account established for each Member to hold contributions made by the
Member in accordance with Section 4.2.
1.35 "Pre-Tax Contribution"
--------------------
Contributions made by an Employer on behalf of the Member in accordance
with Section 4.1.
1.36 "Pre-Tax Contributions Account"
-----------------------------
An account established for each Member to hold contributions made by an
Employer based on the Member's election in accordance with Section 4.1.
1.37 "Retirement Committee" or "Committee"
-----------------------------------
The persons appointed to administer the Plan, in accordance with Article X.
1.38 "Rollover Contributions Account"
------------------------------
An account established for each Member to hold amounts rolled over by the
Member from another qualified Plan in accordance with Section 4.4.
9
1.39 "Trust Agreement"
---------------
The instrument executed by the Company and the Trustee fixing the rights
and liabilities of each with respect to holding and administering the Trust Fund
for the purposes of the Plan.
1.40 "Trustee"
-------
The trustee, trustees, or any successor trustee appointed by the proper
officers of the Company and acting at any time under the terms of the Trust
Agreement.
1.41 "Trust Fund"
----------
All assets held at any time by the Trustee under the terms of the Trust
Agreement.
1.42 "Valuation Date"
--------------
The last day of each month.
1.43 "Vested Interest"
---------------
The nonforfeitable portion of the Member's Account to which the Member
would be entitled, in accordance with Section 8.1, had the Member terminated
employment on the date of reference.
1.44 "Viacom Stock"
--------------
The term "Viacom Stock" means shares of Class B common stock of Viacom Inc.
1.45 "Year of Eligibility Service"
---------------------------
A period of service determined pursuant to Section 3.1(c) that is counted
for determining an Employee's eligibility to participate in the Plan.
1.46 "Year of Vesting Service"
-----------------------
A period of service determined pursuant to Section 3.1(b) that is counted
for determining a Member's vested percentage in his or her Member's Account.
10
ARTICLE II
----------
ELIGIBILITY FOR MEMBERSHIP
--------------------------
2.1 Eligibility For Membership
--------------------------
Except as provided in Section 2.2:
(a) Each Employee in the employ of an Employer on January 1, 1987 who was
a Member in the Plan or a Merged Plan on December 31, 1986 shall continue as or
become an Active Member on January 1, 1987, provided he or she complies with the
provisions of Section 2.4.
(b) Each other Full-Time Employee and Regular Part-Time Employee, on or
after January 1, 1987, shall become an Active Member on the earlier of (i) the
first day of the payroll period following the date on which the Employee attains
age 25, or (ii) the first day of the payroll period following the completion of
one Year of Vesting Service; provided in either case, however, he continues to
be an Employee on such date and provided he or she complies with the provisions
of Section 2.4.
(c) Each other Part-Time Employee, on or after January 1, 1987, shall
become an Active Member on the first day of the payroll period following the end
of the 12-month period during which the Part-Time Employee completes a Year of
Eligibility Service.
(d) Each Employee who was a member of the Master Data Center, Inc.
Employees' Thrift Plan on April 30, 1988 shall become an Active Member as of May
1, 1988, provided he or she complies with the provisions of Section 2.4.
(e) Each Employee who was a member of the Janus Book Publishers, Inc.
401(k) Profit Sharing Plan on January 2, 1990, shall become an Active Member as
of January 3, 1990, provided he or she complies with the provisions of Section
2.4.
(f) Each Employee who was a member of the Computer Curriculum Corporation
Savings Plan and/or the Computer Curriculum Corporation Profit Sharing Plan on
April 15, 1990, shall become an Active Member as of April 16, 1990, provided he
or she complies with the provisions of Section 2.4.
(g) Each Employee who was employed by Paramount Parks Inc. on August 3,
1992 and who participated in the Kings Entertainment Company Thrift Savings plan
on August 2, 1992 shall become a Member of the Plan on August 3, 1992.
11
Each other Full Time Employee of Paramount Parks Inc. shall become an Active
Member of the Plan on the first day of the payroll period following the date on
which such Employee attains age 21 and completes one Year of Vesting Service.
Each other eligible seasonal Employee of Paramount Parks Inc. shall become an
Active Member of the Plan on the first day of the payroll period following the
date on which such Employee attains age 21 and completes a Year of Eligibility
Service. (As defined in Section 3.1(c)).
(h) Each Employee who was a member of the Premier Advertiser Sales
Retirement Savings Plan on December 31, 1992, shall become an Active Member as
of January 1, 1993, provided he or she complies with the provisions of Section
2.4.
(i) Each Employee who was a member of the Cox Enterprises, Inc. Savings
and Investment Plan on August 31, 1993 shall become an Active Member as of
September 1, 1993 provided he or she complies with the provisions of Section
2.4.
(j) Each Employee who was a member of the Maxwell Macmillan Savings Plan
on February 27, 1994 shall become an Active Member as of February 28, 1994
provided he or she complies with the provisions of Section 2.4.
(k) An Employee who otherwise fails to comply with the provisions of
Section 2.4 shall nevertheless become an Active Member under the investment,
valuation, distribution and administrative rules of the Plan with respect to his
or her ESOP Account.
2.2 Excluded Employees
------------------
An Employee who is (or becomes) a member of a collective bargaining unit
that is a party to a collective bargaining agreement with an Employer may become
(or continue to be) an Active Member in the Plan only if there is in effect an
agreement making the Plan available to Employees in such unit. Any individual
who is a Leased Employee of an Employer and who is employed by a leasing
organization (as defined in Code Section 414(n)(2)) which is not an Affiliated
Company shall not be eligible to participate in the Plan. Any individual who,
on the basis of his or her regular stated work schedule, is classified by an
Employer as a temporary Employee shall not be eligible to participate in the
Plan. Notwithstanding the foregoing, the Retirement Committee may, by written
resolution, exclude from eligibility for participation in this Plan any class of
Employees. Any such designation shall be made in nondiscriminatory manner.
12
2.3 Membership Upon Re-employment
-----------------------------
An Employee who is re-employed by an Employer or who ceases to be excluded
from Active Membership under Section 2.2, and who had previously satisfied the
requirements of membership in Section 2.1, shall again become an Active Member
in this Plan on his or her date of re-employment; provided he or she continues
to be an Employee on such date and provided he or she complies with the
provisions of Section 2.4.
2.4 Application For Membership
--------------------------
Each Employee shall, as a condition of membership, complete and file with
the Retirement Committee a Savings Plan Enrollment Form, agreeing to be bound by
all the terms and conditions of the Plan as then in effect or as thereafter
amended, and furnishing such information and documents as the Retirement
Committee may require. The Savings Plan Enrollment Form shall include an
investment election form.
2.5 Transfer Of Employment Between Employers
----------------------------------------
If an Active or Inactive Member enters directly into the employ of another
Employer he or she shall continue his or her membership hereunder. Such Member
shall receive credit for his or her aggregate Service (determined pursuant to
Article III of the Plan) with all Employers, but employment by two or more
Employers during the same period of time shall not result in the duplication of
Service during a single period of time.
2.6 Change Of Status
----------------
An Active Member who while still employed by an Employer or an Affiliated
Company ceases to be an Employee, as defined in Section 1.12, shall become a
Suspended Member and shall no longer be entitled to make Pre-Tax or Post-Tax
Contributions to the Plan.
13
ARTICLE III
-----------
SERVICE
-------
3.1 Vesting And Eligibility Service
-------------------------------
(a) Companies For Whom Credited. Vesting Service and Eligibility Service
---------------------------
with respect to any Employee shall mean periods of employment with the Company,
an Affiliated Company (on an after the date of affiliation unless determined
otherwise by the Retirement Committee), and any predecessor corporation of an
Employer, or a corporation merged, consolidated or liquidated into an Employer
or a predecessor of an Employer, or a corporation, substantially all of the
assets of which have been acquired by an Employer, if an Employer maintains a
plan of such a predecessor corporation. If an Employer does not maintain a plan
maintained by such a predecessor, periods of employment with such a predecessor
shall be credited as Vesting Service and Eligibility Service only to the extent
required under regulations prescribed by the Secretary of the Treasury pursuant
to Section 4l4(a)(2) of the Code. In all events, periods recognized under a
Merged Plan on behalf of a Member shall be recognized as Vesting Service or as
Eligibility Service, as the case may be, under this Plan on behalf of such
Member, and in no event will an Employee be credited with less Vesting Service
under the Plan than the service with which the Employee was credited on
December 31, 1986 under the terms of a Merged Plan for vesting purposes. In all
events, periods recognized under a Merged Plan on behalf of a Member shall be
recognized as Vesting Service or as Eligibility Service, as the case may be,
under this Plan on behalf of such Member, and in no event will an Employee be
credited with less Vesting Service under the Plan than the Service with which
the Employee was credited on December 31, 1986 (or April 30, 1988, with respect
to the Master Data Center, Inc. Employees' Thrift Plan, January 2, 1990, with
respect to the Janus Book Publishers, Inc. 401(k) Profit Sharing Plan, April 15,
1990 with respect to the Computer Curriculum Corporation Savings Plan and the
Computer Curriculum Corporation Profit Sharing Plan, December 31, 1993 , with
respect to the Premier Advertiser Sales Retirement Savings Plan, or August 31,
1993 with respect to the Cox Enterprises, Inc. Savings and Investment Plan)
under the terms of a Merged Plan for vesting purposes.
In no event will an Employee be credited with less Eligibility Service and
Vesting Service under the Plan for the service with which the Employee was
credited on February 27, 1994 under the Maxwell Macmillan Savings Plan.
14
(b) Year Of Vesting Service. An Employee's Vesting Service shall be
-----------------------
measured in years and days (with each 365 days of Vesting Service being
equivalent to one Year of Vesting Service) from the date on which employment
commences with the Company or an Affiliated Company to the Employee's Severance
Date. Vesting Service shall include, by way of illustration but not by way of
limitation, the following periods:
(1) Any leave of absence from employment which is authorized by the
Company or by an Affiliated Company or predecessor in accordance with uniform
rules applied on a nondiscriminatory basis; and
(2) 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
within the period his or her re-employment rights are protected by law.
Fractional years shall be disregarded; provided, however, that all periods
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 or she is re-employed within the l2 consecutive month period
commencing on his or her Severance Date, the period of severance shall
constitute Vesting Service.
An Employee's "Severance Date" means the earlier of the date on which he or
she 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, layoff or leave of absence;
provided, however, that if an Employee is absent beyond such first anniversary
date by reason of Parental Leave, his or her 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 Break in
Vesting Service under the Plan. A Break in Vesting Service shall occur if an
Employee's employment is severed and the Employee is not re-employed within the
l2 consecutive month period commencing on his or her Severance Date. An
Employee's Severance Date shall not be considered to have occurred if the
Employee enters directly into the employ of another Employer or an Affiliated
15
Company, but shall be considered to have occurred as of the date a trade or
business or a subsidiary of the Company or of an Affiliated Company for whom he
is employed is sold in accordance with Section 11.2.
(c) Year Of Eligibility Service. A Part-Time Employee or an eligible
---------------------------
seasonal Employee of Paramount Parks Inc. shall complete a Year of Eligibility
Service if he or she 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. An "Hour of
Service" means, with respect to any applicable computation period:
(1) each hour for which an Employee is directly or indirectly paid or
entitled to payment for the performance of duties for the Company, an Affiliated
Company or a predecessor;
(2) each hour for which an Employee is paid or entitled to payment by
the Company, an Affiliated Company or a predecessor, on account of a period
during which no duties are performed, whether or not the employment relationship
has terminated, due to vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave of absence, but not more
than 501 hours for any single continuous period; provided, however, that no
hours shall be credited on account of any period during which the Employee
performs no duties and receives payment solely for the purpose of complying with
unemployment compensation, workers' compensation or disability insurance Laws;
(3) each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Company, an Affiliated Company or
a predecessor, excluding any hour credited under (1) or (2), which shall be
credited to the computation period or periods to which the award, agreement or
payment pertains, rather than to the computation period in which the award,
agreement or payment is made;
(4) each hour during which the Employee is serving in the Armed
Forces of the United States, provided that he or she returns to the employment
of an Employer within the period during which his or her re-employment rights
are protected by law; and
(5) each hour during which an Employee is on a leave of absence
approved by an Employer, under rules adopted by the Retirement Committee and
16
uniformly applicable to all Employees similarly situated, provided, that no
hours shall be counted under this paragraph (5) which are counted as Eligibility
Service under paragraphs (1) and (2) of this Section.
The number of hours credited to an Employee for reasons described in
Paragraphs (4) or (5) shall be based on the number of hours during which an
Employee is performing duties immediately prior to his or her leave of absence
or service in the Armed Forces. Hours of Service described in Paragraphs (1),
(4) or (5) shall be credited to the eligibility computation period in which the
duties are performed or in which the leave of absence or period of service in
the Armed Forces occurs. The periods to which hours of service described in
Paragraphs (2) or (3) are credited shall be determined in accordance with
Department of Labor regulations Sec.2530.200b-2.
(d) Additional Service Credit. The Retirement Committee, in its sole
-------------------------
discretion, may provide additional credit for Vesting Service or Eligibility
Service for periods not required to be credited under this Article 3, provided
that the Retirement Committee shall act in a nondiscriminatory manner.
17
ARTICLE IV
----------
CONTRIBUTIONS
-------------
4.1 Pre-Tax Contributions
---------------------
An Active Member may elect, on a form prescribed by and filed with the
Retirement Committee, to reduce his or her Periodic Compensation by not less
than one percent and not more than twelve percent, in multiples of one percent,
as a Pre-Tax Contribution. This election shall be effective as of the first day
of the first payroll period next following the date of his or her election or as
soon thereafter as administratively feasible. Each payroll period each Employer
shall contribute to the Plan on behalf of the Member an amount equal to the
amount of such reduction in Periodic Compensation and such contribution shall be
credited to the Member's Pre-Tax Contributions Account.
4.2 Post-Tax Contributions
----------------------
An Active Member may elect, on a form prescribed by and filed with the
Retirement Committee, to contribute not less than one percent and not more than
twelve percent, in multiples of one percent, of his or her Periodic Compensation
as a Post-Tax Contribution. This election shall be effective on the first day
of the first payroll period next following the date of his or her election, or
as soon thereafter as administratively feasible. Each payroll period each
Employer shall contribute to the Plan on behalf of the Member an amount equal to
the amount of the reduction in the Member's Periodic Compensation which the
Member elected to be made to the Plan and such contribution shall be credited to
the Member's Post-Tax Contributions Account. Notwithstanding the foregoing, in
no event shall the contributions made under this Section 4.2, when added to the
Member's Pre-Tax Contributions made under Section 4.1, exceed twelve percent of
the Member's Periodic Compensation. Notwithstanding the foregoing, prior to
January 1, 1989, a Member shall not be permitted to make Post-Tax Contributions
during a payroll period unless the Member has elected to make a Pre-Tax
Contribution pursuant to Section 4.1 equal to at least three percent of such
Member's Periodic Compensation for the payroll period, except to the extent the
Member is prohibited from making such a Pre-Tax Contribution pursuant to
Sections 4.6 or 4.7, and such Member may only make Post-Tax Contributions of no
more than nine percent of such Member's Periodic Compensation.
18
4.3 Change Or Suspension Of Contributions
-------------------------------------
(a) An Active Member may, by executing a form prescribed by and filed with
the Retirement Committee, elect to change or suspend his or her elected Pre-Tax
Contributions and/or elected Post-Tax Contributions. Any suspension must be for
a period of not less than three months. Each such change or suspension shall
commence on the first day of the month following such change or suspension or as
soon thereafter as administratively feasible and shall remain in effect until
changed in a like manner.
(b) Any attempt to change or suspend a Member's elected Pre-Tax
Contributions or elected Post-Tax Contributions which does not comply with the
provisions of Subsection (a) shall be invalid and the last election with respect
to Pre-Tax Contributions and Post-Tax Contributions shall be deemed to have
remained fully in effect. For purposes of the foregoing, the termination by a
Member of his or her elected Pre-Tax Contributions and Post-Tax Contributions
while on an unpaid leave of absence or during a layoff shall not constitute a
suspension.
(c) The elected Pre-Tax Contributions and Post-Tax Contributions of a
Member who becomes an Inactive Member shall be deemed suspended on the first day
of the Inactive Member's payroll period next following the date he or she became
an Inactive Member and such suspension shall end on the first day of the payroll
period applicable to such Member subsequent to the date he or she again becomes
an Active Member.
(d) Unless a Member specifically elects otherwise in writing, if the
elected Pre-Tax Contributions of a Member are curtailed pursuant to Sections 4.6
or 4.7, such contributions shall be made to the Plan as Post-Tax Contributions.
Such Post-Tax Contributions shall be made to the Plan in addition to Post-Tax
Contributions elected pursuant to Section 4.2.
4.4 Rollover Contributions
----------------------
The Retirement Committee is authorized to adopt procedures with respect to
accepting a Member's rollover contributions (as defined in Code Sections 402,
403 and 408) which a qualified plan is permitted to receive. Such contributions
shall be credited to the Member's Rollover Contributions Account. In addition,
the Retirement Committee may authorize the Trustee to accept a direct transfer
from the trustee of the Paramount Communications Inc. Employee Stock Ownership
Plan or any other qualified plan maintained by the Company or an Affiliated
19
Company of the account of an individual retiring under such plan, and any such
transferred amount shall be credited to a Member's Rollover Contributions
Account.
4.5 Employer Matching Contributions
-------------------------------
Unless determined otherwise by the Retirement Committee, an Employer shall
contribute monthly on behalf of each Active Member an amount equal to one-half
of the aggregate of the Pre-Tax Contributions and Post-Tax Contributions made on
behalf of the Member for such month, but, except as provided under Section 4.9
for purposes of satisfying the requirements of that Section for a particular
Plan Year, only to the extent that the sum of (i) the Pre-Tax Contributions and
(ii) the Post-Tax Contributions does not exceed six percent of the Member's
Compensation for such month. Further, if so determined by the Retirement
Committee at its sole discretion, an Employer shall contribute an additional
Matching Contribution on behalf of a Member who is an Active Member on the last
day of the Plan Year if the sum of the Member's Pre-Tax Contributions and Post-
Tax Contributions for such Plan Year equals at least the maximum percentage of
Periodic Compensation eligible for Matching Contributions pursuant to the
preceding sentence for such Plan Year, but the actual Matching Contributions
made on behalf of the Member for such Plan Year is less than one-half of such
maximum percentage. The amount of such additional Matching Contribution shall
be the amount which when added to the actual Matching Contributions for the
Member for such year, will equal one-half of the maximum percentage of Periodic
Compensation eligible for Matching Contributions for such Plan Year. Such
contributions may be in the form of cash or in Viacom Stock or in a combination
of both. Such contributions will be held in the Employer's Matching
Contributions Account pursuant to Section 5.1 of the Plan.
4.6 Limitations On Pre-Tax Contributions Affecting Highly Compensated Employees
---------------------------------------------------------------------------
(a) With respect to each Plan Year, the Actual Deferral Percentage for
Highly Compensated Employees shall not exceed the Actual Deferral Percentage for
all other Employees who are Members or eligible to become Members multiplied by
1.25, except that if the Actual Deferral Percentage for Highly Compensated
Employees exceeds the Actual Deferral Percentage for all other Employees who are
Members or eligible to become Members by no more than two
20
percentage points, the 1.25 multiplier in the preceding sentence shall be
replaced by 2.0.
(b) The Retirement Committee shall implement rules limiting the Pre-
Tax Contributions which may be made on behalf of Highly Compensated Employees
during the Plan Year so that this limitation is satisfied.
(c) In the event the limitation under this Section 4.6 is exceeded in
any Plan Year, the Retirement Committee, to the extent permitted by regulations
issued under Section 401(k)(3), may, recharacterize all or part of any Excess
Contributions as Post-Tax Contributions so that the limitation in that year is
not exceeded.
(d) To the extent such Excess Contributions exceeding the limitation
under this Section 4.6 are not recharacterized as Post-Tax Contributions, or the
limitation under this Section 4.6 continues to be exceeded following such
recharacterization, an Employer may, in the discretion of the Retirement
Committee, make additional contributions to the Member's Accounts of Members who
are not Highly Compensated Employees, which additional contributions shall be
qualified nonelective contributions as described in Section 401(m)(4)(C) of the
Code and the regulations issued thereunder, up to an amount necessary to assure
that the limitation under this Section 4.6 is not exceeded in the Plan Year. To
the extent the limitation under this Section 4.6 continues to be exceeded
following the contribution of such qualified nonelective contributions, if any,
such excess Pre-Tax Contributions made on behalf of Highly Compensated Employees
with respect to a Plan Year and income allocable thereto shall be distributed
to such Highly Compensated Employees as soon as practicable after the close of
such Plan Year, but no later than twelve months after the close of such Plan
Year. The amount of any distribution made pursuant to this Section will be
reduced by the amount of any amounts distributed pursuant to Section 4.7. The
amount of income allocable to Excess Contributions shall be determined in
accordance with the regulations issued under Section 401(k) of the Code. The
Retirement Committee is authorized to implement rules under which it may utilize
any combination of the foregoing methods to assure that the limitation of this
Section 4.6 is satisfied.
4.7 Maximum Member Tax Deferred Contributions
-----------------------------------------
Notwithstanding any other provision of the Plan, in no event may the amount
of Pre-Tax Contributions to this Plan on behalf of any Member, in addition
21
to all such deferrals on behalf of such Member under all other cash or deferred
arrangements (as defined in Code Section 401(k)) in which a Member participates,
exceed $7,000 (indexed as provided in Section 402(g)(5) of the Code) in any
taxable year of a Member. If a Member participates in another cash or deferred
arrangement in any taxable year and his or her total salary deferral
contributions under this Plan and such other plan exceed $7,000 (as indexed) in
a taxable year, he or she may receive a distribution of the amount of the excess
deferral (a deferral in excess of $7,000, as indexed) that is attributable to a
Pre-Tax Contribution in this Plan together with earnings thereon,
notwithstanding any limitations on distributions contained in this Plan. Such
distribution shall be made by the April 15 following the Plan Year of the Pre-
Tax Contribution provided that the Member notifies the Retirement Committee of
the amount of the excess deferral that is attributable to a Pre-Tax Contribution
to this Plan and requests such a distribution. The Member's notice must be
received by the Retirement 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 Pre-Tax Contributions to this Plan shall be
subject to all limitations on withdrawals and distributions in this Plan.
4.8 Limitations On Employer Matching Contributions And Post-Tax Contributions
--------------------------------------------------------------------------
Affecting Highly Compensated Employees
--------------------------------------
(a) With respect to each Plan Year, the Contribution Percentage for
Highly Compensated Employees shall not exceed the Contribution Percentage for
all other Employees who are Members or eligible to become Members multiplied by
1.25, except that if the Contribution Percentage for Highly Compensated
Employees exceeds the Contribution Percentage for all other Employees who are
Members or eligible to become Members by no more than two percentage points (or
such lesser amount as the Secretary of the Treasury shall prescribe to prevent
the multiple use of this alternative limitation with respect to any Highly
Compensated Employee), the 1.25 multiplier in the preceding sentence shall be
replaced by 2.0.
(b) The Retirement Committee shall implement rules limiting
the Employer Matching Contributions and Member Post-Tax Contributions which may
be made on behalf of Highly Compensated Employees during the Plan Year so that
this limitation is satisfied.
(c) To the extent such contributions exceed the limitation under
Section 4.8(a), an Employer may, in the discretion of the Retirement Committee,
22
make additional contributions to the Member's Accounts of Members who are not
Highly Compensated Employees, which additional contributions shall either be
qualified nonelective contributions as described in Section 401(m)(4)(C) of the
Code and the regulations issued thereunder or additional Matching Contributions
under Section 4.5(b) of the Plan, up to an amount necessary to assure that the
limitation under Section 4.8(a) is not exceeded in the Plan Year. In addition,
in accordance with regulations issued under Section 401(m) of the Code, the
Retirement Committee may elect to treat amounts attributable to Pre-Tax
Contributions as such additional Matching Contributions solely for the purposes
of satisfying the limitation of this Section.
(d) To the extent the limitation under Section 4.8(a) continues to be
exceeded following the contribution of such qualified nonelective contributions
or additional Matching Contributions, if any, the amount of Excess Aggregate
Contributions attributable to Post-Tax Contributions, including recharacterized
Pre-Tax Contributions, if any, with respect to such Plan Year which were not
matched pursuant to Section 4.5, and any income attributable thereto, shall be
distributed to Highly Compensated Employees to the extent necessary to satisfy
the limitations under Section 4.8(a) for the Plan Year. To the extent the
limitation under Section 4.8(a) still continues to be exceeded following the
distributions described above, the amount of Excess Aggregate Contributions
attributable to Member Post-Tax Contributions which were matched pursuant to
Section 4.5, and any income attributable thereto, and the amount of Excess
Aggregate Contributions attributable to Matching Contributions and any income
attributable thereto, shall be distributed to Highly Compensated Employees to
the extent vested pursuant to Section 8.1 of the Plan or if not vested,
forfeited. Any such forfeitures will be subject to Section 8.3 of the Plan.
The amount of the Excess Aggregate Contributions attributable to matched Member
Post-Tax Contributions and Matching Contributions to be distributed or forfeited
shall be determined on a pro-rata basis in proportion to the matched Post-Tax
Contributions and Matching Contributions under the profit sharing portion of the
Plan on behalf of such Highly Compensated Employee for the Plan Year.
(e) 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 in which they occur, but no later than twelve
months after the close of the Plan Year. The amount of income allocable to any
distribution made pursuant to this Section 4.8 shall be determined in
23
accordance with the regulations issued under Section 401(m) of the Code. The
Retirement Committee is authorized to implement rules under which it may utilize
any combination of the foregoing methods to assure that the limitation of
Section 4.8(a) is satisfied.
4.9 Limitations On Annual Additions.
-------------------------------
(a) Basic Limitation. The maximum aggregate annual addition allocated to
----------------
a Member's Account in any Plan Year shall not exceed the lesser of:
(1) 25 percent of the Member's Earnings in such Plan Year, or
(2) $30,000 (or, if greater, one-fourth of the defined benefit dollar
limitation set forth in Section 415(b)(1) of the Code as in effect for the Plan
Year, which shall be the "Limitation Year").
(b) Limitation For Members In A Combination of Plans. In the case of a
------------------------------------------------
Member who participates in this Plan and a qualified defined benefit plan
maintained by an Employer, the sum of the defined contribution plan fraction (as
defined in Section 415(e)(3) of the Code) and the defined benefit plan fraction
(as defined in Section 415(e)(2) of the Code) in any year shall not exceed l.0.
In the event the sum of such fractions exceeds 1.0, contributions and benefits
shall be reduced by the amount necessary to meet the rule stated in this
subsection pursuant to the provisions of subsection (c) below. Notwithstanding
the foregoing, with respect to limitation years beginning after January 1, 1987,
an amount shall be subtracted from the numerator of the defined contribution
plan fraction (not exceeding such numerator) as prescribed by the Secretary of
the Treasury so that the sum of the defined benefit plan fraction and defined
contribution plan fraction computed under Code Section 415(e)(1) as amended by
the Tax Reform Act of 1986 does not exceed 1.0 for any limitation year.
(c) Preclusion Of Excess Annual Additions; Reduction Of Benefits. The
------------------------------------------------------------
Retirement Committee shall maintain records showing the contributions allocated
to a Member's Account in any Plan Year.
(1) In the event that the Retirement Committee determines that the
allocation of a contribution would cause the restrictions imposed by paragraph
(a) to be exceeded with respect to this Plan or when combined with any other
defined contribution plan pursuant to paragraph (e), allocations shall be
reduced in the following order, but only to the extent necessary to satisfy such
restrictions:
(A) First, the annual additions under this Plan;
24
(B) Second, the annual additions under any other qualified defined
contribution plan maintained by an Employer.
(2) In the event that the restrictions prescribed hereunder are
exceeded with respect to any Member and such excess arises as a consequence of a
reasonable error in estimating the Member's compensation or in calculating the
Member's pre-tax deferrals, and because of the error it becomes necessary to
make an adjustment in annual additions to a Member's Account under this Plan,
either because of the limitations as applied to this Plan alone or as applied to
this Plan in combination with another plan, the Plan:
(A) shall pay to the Member, to the extent necessary and as soon as
administratively feasible, the unmatched Post-Tax Contributions, if any, made on
behalf of the Member and any earnings thereon;
(B) shall pay to the Member, to the extent necessary and as soon as
administratively feasible, the unmatched Pre-Tax Contributions, if any, made on
behalf of the Member and any earnings thereon;
(C) shall pay to the Member, to the extent necessary and as soon as
administratively feasible, the amount of the matched Post-Tax Contributions made
on the Member's behalf and any earnings thereon;
(D) shall pay to the Member, to the extent necessary and as soon as
administratively feasible, the amount of the matched Pre-Tax Contributions made
on the Member's behalf and any earnings thereon. The Matching Contributions
made in accordance with Section 4.5 with respect to such matched Pre-Tax
Contributions and any earnings thereon shall be allocated to the extent
necessary and as soon as administratively feasible to a suspense account and
then treated as Employer contributions in the next Plan Year. For purposes of
this Subparagraph 4.11(c)(2)(D), Matching Contributions shall be allocated to
the suspense account before Matching Contributions attributable to the employee
stock ownership portion of the Plan are so allocated.
25
(E) shall allocate to the extent necessary and as soon as
administratively feasible, the amount of the remaining Employer contributions
and earnings thereon to a suspense account and which amount will then be treated
as Employer contributions made in accordance with Sections 4.1 and 4.5 in the
next Plan Year; and
(F) shall limit other Employer contributions made.
(3) Notwithstanding paragraph (1), if the combination limitation
prescribed under paragraph (b) hereof would be exceeded, benefits under the
defined benefit plan shall be frozen or reduced, if necessary, prior to making
any reductions in this Plan or any other qualified defined contribution plan;
provided, however, if in a subsequent year the limitations are increased due to
cost of living adjustments or any other factor, the freeze or reduction of the
Member's benefits shall lapse to the extent that additional benefits may be
payable under the increased limitations.
(d) Disposal Of Excess Annual Additions. In the event that,
-----------------------------------
notwithstanding the foregoing paragraphs, the restrictions prescribed hereunder
are exceeded with respect to any Member and such excess arises as a consequence
of a reasonable error in estimating the Member's compensation, or as a result of
an error in the calculation of the Member's pre-tax deferrals, such excess shall
be utilized to reduce future contributions on behalf of the Member for the next
succeeding calendar year and succeeding calendar years as necessary or, if the
Member is no longer employed in such a succeeding year, to reduce future
contributions on behalf of the other Members entitled to an allocation.
(e) Aggregation Of Plans. For purposes of this Section, all qualified
--------------------
defined contribution plans (whether or not terminated) maintained by an Employer
shall be treated as a single plan, and all qualified defined benefit plans
(whether or not terminated) maintained by an Employer shall be treated as a
single plan.
(f) Definition Of "Annual Addition". For purposes of this Section, the
-------------------------------
term "annual addition" shall mean the sum for any Plan Year of the following
amounts allocated to the Member's Account:
26
(1) Employer contributions pursuant to Sections 4.1 and 4.5;
(2) Member contributions pursuant to Section 4.2.
Rollover Contributions made pursuant to Section 4.4, repaid distributions and
forfeitures restored in accordance with Subsection 8.3 shall not be treated as
annual additions.
(g) Definition Of "Employer". For purposes of this Section, the term
------------------------
"Employer" shall include any Affiliated Company.
(h) Definition Of "Earnings". For purposes of this Section, the term
------------------------
"Earnings" with respect to any Member shall mean the Member's compensation as
determined under Section 415(c)(3) of the Code and the Regulations thereunder.
27
ARTICLE V
---------
INVESTMENT OF ACCOUNTS
----------------------
5.1 Investment Of Matching Contributions
------------------------------------
(a) All contributions made by an Employer to the Member's Employer's
Matching Contribution Account shall be invested in the Viacom Inc. Stock Fund,
as described in Section 5.2(c).
(b) Amounts held in the ESOP Account shall be invested solely in the
Viacom Inc. Stock Fund.
5.2 Establishment Of Investment Funds
---------------------------------
All amounts held in the Members' Pre-Tax Contributions Accounts, Post-Tax
Contributions Accounts, Rollover Contributions Accounts, and any other accounts
established on behalf of the Member under the Plan and designated by the
Retirement Committee, other than the ESOP Accounts, will be invested in any of
the Investment Funds made available to such Members by the Retirement Committee.
The Investment Funds may include, but shall not be limited to, an Income Fund,
Equity Fund, Balanced Fund and the Viacom Inc. Stock Fund, as described below.
(a) Income Investment Fund -- One or more fixed income funds, as may be
----------------------
available from time to time, invested in fixed income securities, including
securities issued by insurance companies, financial institutions and the United
States Government and its agencies.
(b) Equity Fund -- One or more diversified equity funds, as may be
-----------
available from time to time, invested in equity securities or securities
convertible into equity securities or in a commingled equity trust for the
collective investment of funds of employee benefit plans qualified under Section
401(a) of the Code (or corresponding provisions of any subsequent Federal
revenue law at the time in effect), excluding, however, any stocks or other
securities of the Trustee.
(c) Viacom Inc. Stock Fund (Formerly the Paramount Communications Inc.
------------------------------------------------------------------
Stock Fund.) -- A fund designed solely to invest in Viacom Stock or to hold such
- ------------
Viacom Inc. stock contributed to the Plan. In addition, the fund may hold all
consideration received in exchange for shares of Paramount Communications Inc.
28
stock as a result of the merger of a wholly-owned subsidiary of Viacom Inc. with
and into Paramount Communications Inc. on July 7, 1994. To the extent that the
Plan receives contingent value rights (CVRs") and three- and five-year warrants
("Warrants"), the portion of the Viacom Inc. Stock Fund that includes such CVRs
and Warrants will be segregated from the remainder of the assets of the fund and
shall be subject to the management of the Investment Manager described in
Section 10.7(b). Up to 100 percent of the assets of the Plan may be invested in
the Viacom Inc. Stock Fund.
Subject to the powers of the Investment Manager described in Section 10.7,
the Trustee in its sole discretion may keep such amounts of cash and cash
equivalents as it shall deem necessary or advisable as a part of such Investment
Funds including, for this purpose, the ESOP Fund, all within the limitations
specified in the applicable Trust Agreement. Dividends, interest and other
distributions received on the assets held in respect to each Investment Fund
including for this purpose, the ESOP Fund, shall be reinvested in the respective
Investment Fund.
(d) Balanced Fund. -- One or more diversified funds, as may be available
--------------
from time to time, designed to be invested in a combination of equity
securities, primarily common stocks, and fixed income securities, primarily
bonds.
5.3 Investment Of Contributions
---------------------------
Except as provided in Section 5.1, contributions under the Plan shall be
invested in multiples of 10 percent, in any one or more of the Investment Funds,
as elected by the Member.
5.4 Change Of Election
------------------
Except as provided in Section 5.1, a Member may elect to change his or her
investment elections only once in each calendar quarter by notifying the Human
Resources Department of the Company on a form provided by the Human Resources
Department for such purpose, at least 25 days (or, effective for elections made
prior to January 1, l989, 40 days) prior to the end of the calendar quarter.
The election shall be specified as a multiple of 10 percent. Changes in a
Member's investment election shall be effective as of the first business day of
the month following March 31st, June 30th, September 30th, or December 31st
coincident with or following the Member's approved election.
29
5.5 Transfers Among Investment Funds
--------------------------------
A Member may, not more often than once in a calendar quarter and upon prior
written notice to the Human Resources Department of the Company, elect to
transfer all or any portion of the value of his or her Member's Account (other
than his or her ESOP Account) in one of the Investment Funds to any other
Investment Fund; provided, however, that no transfers are permitted to be made
from the Viacom Inc. Stock Fund of amounts attributable to Matching
Contributions. If a Member elects to transfer amounts attributable to Pre-Tax
Contributions, Post-Tax Contributions or Rollover Contributions from the Viacom
Inc. Stock Fund, the portion of the Member's proportionate share of Viacom Stock
and any non-Viacom Stock consideration held in the fund which is to be
transferred shall be liquidated and the proceeds transferred in accordance with
the Member's election. Any such election must be made on a form provided by the
Human Resources Department for such purpose, at least 25 days (or, effective for
elections made prior to January 1, l989, 40 days) prior to the end of the
calendar quarter. The election shall be specified as a multiple of 10 percent.
A transfer shall be effective as of the first business day of the month
following March 31st, June 30th, September 30th or December 31st coincident or
following the Member's approved election.
5.6 Merged Plan Assets
------------------
Notwithstanding any other provision of this Article V, upon the transfer to
the Plan of the assets of any other tax qualified retirement plan, other than
the assets of the Paramount Communications Inc. Employee Stock Ownership Plan
held in the ESOP Accounts, which is merged with the Plan, for a period of 30-
days following the transfer of assets to the Plan in connection with such merger
a Member may elect in writing in accordance with Section 5.3 the Investment Fund
or Funds in which such transferred amounts will be invested, and such election
shall be given effect as soon as administratively feasible. In the absence of
such an election by a Member within such 30-day period, any such amounts
transferred to the Plan shall be credited to that Investment Fund described in
Section 5.2 which is most similar to the investment fund under the transferor
plan from which such amounts are transferred.
30
5.7 Diversification of Amounts in ESOP Account
------------------------------------------
Any Member 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 value of Viacom Stock acquired after December 31, 1986, and allocated to his
ESOP Account be distributed to the Member. Such direction may be made within 90
days after the close of each Plan Year during the Member's Qualified Election
Period. Within 90 days after the close of the last Plan Year in the Member's
Qualified Election Period, such a Member may request the distribution of up to
50 percent of value of Company 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 Member'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 5.7, the following
rules shall apply:
(a) The term "Qualified Election Period" shall mean the six (6) Plan Year
period beginning with the later of the Plan Year in which the Member 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.
(b) The amount which may be directed by the Member with respect to each
Plan Year shall be based in each instance on the balance of such allocated
Viacom Stock in the Member'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.
5.8 Dividends on Company Stock
--------------------------
All cash dividends on Viacom Stock held in a Member's Account, including
his ESOP Account, shall be reinvested in Viacom Stock.
31
ARTICLE VI
----------
VALUATION AND ACCOUNTING
------------------------
6.1 Establishment Of Accounts
-------------------------
The Retirement Committee shall establish and maintain separate accounts
for each Member, which shall be appropriately adjusted as herein provided to
reflect each Member's interest in the Plan.
6.2 Valuation Of Accounts
---------------------
Each Member's Account under the Plan shall be valued at its fair market
value and adjusted as of each Valuation Date in the following manner:
(a) An "Adjusted Account Balance" shall be determined for each one of the
separate accounts maintained for the Member by subtracting from the Member's
individual account balances on the preceding Valuation Date any distribution
made from each individual account. The earnings of the Trust Fund for the
period from the preceding Valuation Date to the current Valuation Date shall be
allocated to each account by multiplying the account's earnings by a fraction,
the numerator of which shall be the Adjusted Account Balance and the denominator
of which shall be the aggregate value, determined as of the previous Valuation
Date of all of the Member Adjusted Account Balances in existence on the current
Valuation Date with respect to the same type of account.
(b) To the amounts determined under Subsection (a) shall be added the
share of the Member's and Employer contributions, if any, allocated to each
Member's Accounts for the period ending on said Valuation Date.
6.3 Adjustment To Accounts
----------------------
Each Member's Account shall be adjusted as of each Valuation Date, to
reflect any change required by Section 6.2. In addition, the Retirement
Committee shall take such steps and shall keep such records as are required
pursuant to Section 72(d) and (e) of the Code or any regulation, ruling or
notice thereunder in order to ensure that a Member's post-1987 Post-Tax
Contributions and earnings thereon are deemed to be a separate contract under
such Section of the Code.
32
ARTICLE VII
-----------
WITHDRAWALS
-----------
7.1 Voluntary Withdrawals
---------------------
An Active Member who has not attained age 59 1/2 may elect to withdraw
from his or her Member's Account the amount described below, less the amount of
any outstanding loan, in one or more withdrawals, according to the order in
which paragraphs (a) through (d) are presented, as the amounts described in
each successive paragraph are exhausted:
(a) An amount equal to all or a part of his or her before-1987 Post-Tax
Contributions, but no more than the current value thereof in the event such
value is less than the net amount of such Post-Tax Contributions.
(b) An amount equal to all or a part of his or her after-1986 Post-Tax
Contributions, and a pro rata portion of the earnings on such Post-Tax
Contributions, but no more than the current value thereof in the event such
value is less than the net amount of such Post-Tax Contributions.
(c) An amount equal to all or part of his or her contributions to his or
her Rollover Contributions Account and a pro rata portion of the earnings on
such contributions, but no more than the current value thereof in the event such
value is less than the net amount of such contributions to the Rollover
Contributions Account.
(d) An amount equal to all of the earnings attributable to his or her
before-1987 Post-Tax Contributions.
In addition to withdrawals permitted pursuant to paragraphs (a) through (d)
above, an Active Member may elect to withdraw his or her Pre-Tax Contributions
and the earnings thereon, less the amount of any outstanding loan, in one or
more withdrawals, after exhausting all amounts described in paragraphs (a)
through
(d) above, provided such Active Member has attained age 59 1/2.
7.2 Hardship Withdrawals
--------------------
In addition to withdrawals permitted under Section 7.1, in the event of a
financial hardship an Active Member may request a withdrawal of his or her Pre-
Tax Contributions, but not the earnings attributable thereto, after withdrawing
all amounts available under Section 7.1. In accordance with the rules set forth
33
below, the Member must not be able to relieve the need with assets reasonably
available from other resources of the Member. For these purposes, a Member
shall be deemed to have no other resources reasonably available only if: (i) the
Member has obtained all withdrawals, distributions and loans currently available
to the Member under the Plan and all other qualified plans maintained by the
Company or an Affiliated Company (except to the extent that obtaining such a
loan would itself increase the amount of the financial hardship), (ii) the
Member agrees to cease all Pre-Tax Contributions and Post-Tax Contributions
under the Plan as well as all similar contributions to all other qualified
defined contribution 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 (iii) 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 Section 7.2, the term "financial hardship" shall be
deemed to include only financial needs arising from: (1) medical expenses (as
defined in Section 213(d) of the Internal Revenue Code) incurred by the Member
or a Member's spouse or dependent which are not covered by insurance or are
necessary for such persons to obtain medical care described in Section 213(d);
(2) expenses related to the payment of tuition and related educational fees,
including amounts related to the payment of room and board, for the next twelve
months of post-secondary education of a Member, his or her spouse or dependent;
(3) the expenses relating to the purchase, excluding mortgage payments, of a
primary residence for the Member; or (4) expenses relating to the need to
prevent the eviction of the Member from his or her principal residence or
foreclosure on the mortgage of the Member's principal residence.
7.3 Form And Frequency Of Election; Withdrawal Amounts
--------------------------------------------------
Elections for a withdrawal in accordance with Sections 7.1 or 7.2 may not
be made more than once in any month and shall be made in writing on a form
prescribed by and filed with the Retirement Committee to be effective as of the
Valuation Date next following the date of such election or as soon as
administratively feasible thereafter. The minimum for which a withdrawal may be
requested is the lesser of (i) $500 or (ii) in the case of a withdrawal under
Section
34
7.1, the aggregate Vested Interest the Member has in his or her Member's Account
under each of the paragraphs listed in Section 7.1 from which the Member is
entitled to request a withdrawal, and, in the case of a hardship withdrawal
under Section 7.2, the amount of the Member's Pre-Tax Contributions in his or
her Pre-Tax Contributions Account. Any such withdrawal amount shall be paid in
cash.
35
ARTICLE VIII
------------
VESTING AND DISTRIBUTIONS UPON RETIREMENT,
------------------------------------------
DISABILITY, DEATH OR OTHER TERMINATION OF EMPLOYMENT
----------------------------------------------------
8.1 Vesting
-------
(a) A Member shall at all times be fully vested in his or her Post-Tax
Contributions Account, Pre-Tax Contributions Account, Rollover Contributions
Account and any qualified nonelective contributions made pursuant to Sections
4.6 or 4.8 of the Plan.
(b) Except as provided in (c) below, a Member's Vested Interest in his or
her Employer's Matching Contributions Account (other than any qualified
nonelective contributions made pursuant to Sections 4.6 or 4.8 of the Plan)
shall be determined as follows:
(i) For all Members not subject to (ii) below:
A Member's Years of Vested Portion of Employer's
Vesting Service Matching Contributions Account
------------------------- ------------------------------
Less than one year 0 percent
1 year 20 percent
2 years 40 percent
3 years 60 percent
4 years 80 percent
5 or more years 100 percent
(ii) Notwithstanding (i) above, for all Members whose employment commences
on or after January 1, 1992 (April 1, 1991 for Employees of the Publishing
Group, as determined by the Retirement Committee), such Member's Vested Interest
in his or her Employer's Matching Contributions Account (other than any
qualified nonelective contributions made pursuant to Section 4.6 or 4.8 of the
Plan) shall be determined as follows:
36
A Member's Years of Vested Portion of Employer's
Vesting Service Matching Contributions Account
------------------------- ------------------------------
Less than 3 years 0 percent
3 years 33 1/3 percent
4 years 66 2/3 percent
5 years 100 percent
If a Member separates from service before he is 100% vested in his
Employer's Matching Contributions Account, and requests and receives a
distribution from such Accounts, he shall forfeit the nonvested portion of his
Employer's Matching Contributions Account. If he again becomes an employee
prior to incurring a period of severance of at least sixty consecutive months,
the forfeited amount shall be restored only if he repays the amount of the
distribution, if any, he received from his Employer's Matching Contributions
Account at the time of his earlier termination of employment no later than five
years after his date of reemployment.
(c) If a Member terminates employment with all Employers and Affiliated
Companies on or after reaching his or her Early Retirement Date, Normal
Retirement Date, on account of a Disability or on account of death, the Member
(or his or her Beneficiary) shall be fully vested in all of his or her Member
Accounts.
(d) A Member shall at all times be fully vested in his or her ESOP
Account.
8.2 Time And Manner Of Distribution
-------------------------------
(a) Distribution Upon Termination Of Employment. A Member whose
-------------------------------------------
employment is terminated for any reason shall be entitled, upon written request,
in accordance with procedures established by the Retirement Committee, to
receive distribution of his or her entire Vested Interest in his or her Member's
Account in accordance with the following rules:
37
(i) If a Member's Vested Interest in his or her Member's Account,
when added to the Member's Vested Interest, if any, in the Paramount (PDI)
Distribution Inc. Employees Savings Plan, is $3,500 or less, or if the Member
consents in writing within 60 days of the termination of employment,
distribution of his or her Vested Interest shall be made as soon as
administratively feasible. The amount of such Member's Vested Interest shall be
determined:
(A) in the case of a Member whose Vested Interest in such
Member's Account, when added to the Member's Vested Interest in the Paramount
(PDI) Distribution Inc. Employees' Savings Plan, exceeds $3,500, as of the
Valuation Date coinciding with or immediately following the date upon which the
Retirement Committee receives a written application for benefits; or
(B) in the case of a Member whose Vested Interest in his or her
Member's Account when added to the Member's Vested Interest in the Paramount
(PDI) Distribution Inc. Employees' Savings Plan, is $3,500 or less, as of the
Valuation Date coinciding with or immediately following the date upon which the
Retirement Committee receives a written notification of the Member's termination
of employment.
(ii) If a Member's Vested Interest in his or her Member's Account
exceeds $3,500, determined as of the Valuation Date immediately following
receipt of written notification by the Retirement Committee of such Member's
termination of employment, and he or she does not consent in writing within 60
days of the termination of employment to an immediate distribution to be made as
soon thereafter as administratively feasible, distribution of his or her Vested
Interest shall be made in an amount determined as of the Valuation Date on or
immediately after the earlier of the Member's consent to a distribution,
attainment of age 65 or death, and distribution shall be made as soon thereafter
as administratively feasible.
(b) Manner Of Distribution. Except as provided in (c) below,
----------------------
distributions shall be paid in a single sum.
All amounts in the Member's Accounts shall be distributed to the Member in
cash or, at the election of the Member or his or her beneficiary, to the extent
shares of Viacom Stock are held in the Member's Account, in such shares of
Viacom Stock, with cash for fractional shares. The Member's proportional share
of any non-Viacom Stock consideration held by the Viacom Inc. Stock Fund shall
be liquidated and the cash proceeds distributed to the Member. Any such
elections
38
must be made prior to the date the Member had elected for the initial
distribution from the Plan and shall be irrevocable after the date as of which
funds are first distributed.
(c) Installment Payout. Notwithstanding the above, if the value of the
------------------
Member's Account, when added to the value of the Member's Account in the
Paramount (PDI) Distribution Inc. Employees' Savings Plan, exceeds $3,500 and
the Member has satisfied the eligibility requirements for Early or Normal
Retirement benefits under the Paramount Communications Inc. Retirement Plan,
and, if applicable, the Paramount (PDI) Distribution Inc. Retirement Plan or
suffered a Disability, the Member may elect to receive the balance of his or her
Member's Account paid in a series of annual cash payments commencing not later
than the Member's attainment of age 70 over a period of up to 15 years as
elected by the Member but not to extend beyond the combined life expectancies of
the Member and his or her Beneficiary. Unless the Beneficiary is the Member's
spouse, the payout shall be adjusted (if necessary) so that at least one-half of
the balance of the Member's Account is expected to be payable to the Member.
The amount of the first installment payment shall be an amount equal to the
product of (A) the value of the Member's Account as of the Valuation Date
coincident with or next preceding the date of distribution and (B) a fraction
with a numerator equal to one and a denominator equal to the total number of
annual installments to be paid. The amount of each subsequent installment
payment shall be equal to the product of the value of the Member's Account as of
the Valuation Date which falls on the anniversary of the Valuation Date
described in the preceding sentence, and a fraction with a numerator equal to
one and a denominator equal to the number of installment payments remaining
(including the current payment). In no event shall the amount of any
installment payment be less than the amount determined under United States
Department of the Treasury rules and regulations. Installment payments shall be
charged against the Member's Account after the processing of all other
accounting items with respect to the applicable Valuation Date. If a Member who
is receiving installment payments returns to employment with any Employer or
Affiliated Company, the installment payments shall cease and such payments shall
resume when the Member again terminates employment. The Member may change the
method of distribution upon such termination of employment.
(d) Distribution Upon Death. Upon the death of a Member (whether before
-----------------------
or after any installment payments have been made in accordance with
39
Section 8.2(c)), his or her Beneficiary shall receive the entire value credited
to his or her Member's Account as of the Valuation Date coincident with or next
following the date the Retirement Committee receives written notification of the
Member's death. Such distribution will be made as soon as practicable
thereafter; provided, however, that a Beneficiary may elect to defer receipt of
the value of the Member's Account until the calendar year following the Member's
death, in which case distribution shall be made as soon as practicable following
the end of the calendar year of the Member's death, in an amount determined as
of the last Valuation Date of such year.
All amounts in the Member's Accounts shall be distributed to the designated
Beneficiary in cash or, at the election of the designated beneficiary, to the
extent shares of Viacom Stock are held in the Member's Account, in such shares
of Viacom Stock with cash for fractional shares. The Member's proportionate
share of any non-Viacom Stock consideration held by the Viacom Inc. Stock Fund
shall be liquidated and the cash proceeds distributed to the Beneficiary. The
value of the Member's Account which are to be distributed shall be determined as
of the Valuation Date coincident with or next following the date of death, or
the date the Committee or its delegate is properly notified in writing of the
death of the Member on whose behalf a distribution is to be made.
(e) Investment of Account of Terminated Member. The Account of a Member
------------------------------------------
(other than his or her ESOP Account) who does not take an immediate distribution
pursuant to Section 8.2(a) shall continue to be invested in the Investment Fund
established under Section 5.2 in accordance with the election of the Member in
effect at the time that such Member terminates employment. A Member who
terminated employment but did not take an immediate distribution pursuant to
Section 8.2(a) may elect to transfer all or any portion of the value of his or
her Member's Account (other than his or her ESOP Account) in one of the
Investment Funds to any other Investment Fund in accordance with the provisions
of Section 5.5.
(f) Direct Rollovers. Notwithstanding any other provision of this Plan, a
----------------
Member, a surviving spouse of a Member, or a spouse or former spouse of a Member
who is an alternate payee under a qualified domestic relations order, as
determined under Section 13.1(b) (such individual, as applicable, referred to as
the "Distributee") may request, on a form to be provided by the Retirement
Committee, a Direct Rollover Distribution of the amount to which he is otherwise
40
entitled under the Plan, in accordance with Section 401(a)(31) of the Code, to
an eligible retirement plan (as defined in Section 401(a)(31)(D) of the Code).
Such amount shall constitute all or part of any distribution from the Plan
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 (i) through (vii) below:
(i) A Direct Rollover Distribution shall only be made to one eligible
retirement plan; a Distributee may not elect to have a Direct Rollover
Distribution apportioned between or among more than one eligible retirement
plan.
(ii) Direct Rollover Distributions shall be made in cash in the form
of a check made out to the trustee or custodian (as appropriate) of the eligible
retirement plan, or the extent provided under Article VIII, in shares of Viacom
Stock, all in accordance with procedures established by the Retirement
Committee.
(iii) A Direct Rollover Distribution must be in an amount at least
equal to $200.
(iv) 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.
(v) No Direct Rollover Distribution shall be made unless the
Distributee furnishes the Retirement Committee with such information as may be
reasonably required by the Board to accomplish the Direct Rollover in accordance
with the applicable law and regulations, including but not limited to the name
of the recipient eligible retirement plan, and any account number or other
identifying information concerning such plan.
(vi) No Direct Rollover Distribution may be made unless the
Distributee has received a written explanation of the consequences of such a
distribution and such other information required by the Code at such time and in
such manner as required by Sections 402(f) and 401(a)(1) of the Code and the
regulations and other guidance issued thereunder.
41
(vii) Direct Rollover Distributions shall be treated as all other
distributions under the Plan and shall not be treated as a direct trustee-to-
trustee transfer of assets and liabilities.
8.3 Forfeitures
-----------
(a) If a Member terminates employment prior to the date on which he or she
is fully vested in his or her Member's Account and receives a distribution of
such Member's Account, the non-vested portion of his or her Employer's Matching
Contribution Account shall be forfeited.
(b) The amount of the Member's Employer's Matching Contributions Account
forfeited in accordance with (a) above shall be restored if (i) the Member is
re-employed by any Employer or Affiliated Company before he or she has incurred
five consecutive One-Year Breaks in Vesting Service, and (ii) the Member repays
the full amount of such distribution before the earlier of (A) the date he or
she has incurred five consecutive One-Year Breaks in Vesting Service, or (B)
five years after the first date on which he or she is subsequently re-employed.
The source for restoring forfeitures shall be current forfeitures or, if
insufficient, an additional Employer contribution. Repaid distributions and
restored forfeitures shall be invested proportionately in the Investment Funds
selected by the Member.
(c) If a Member terminates employment prior to the date on which he or she
is fully vested in his or her Member's Account, does not consent to receive a
distribution of such Member's Account, and is not re-employed by an Employer
before the end of five consecutive One-Year Breaks in Vesting Service, the non-
vested portion of his or her Member's Account shall be forfeited as of the close
of the fifth One-Year Break in Vesting Service.
(d) All forfeitures shall be applied during each Plan Year, as directed by
the Retirement Committee, in its sole discretion, to: (i) restore amounts
previously forfeited by Members but required to be reinstated upon resumption of
employment in accordance with Subsection (b), (ii) be applied towards the
payment of any Matching Contributions, (iii) pay Plan expenses, to the extent
not paid by the Company, or (iv) correct an error made in allocating amounts to
Members' Accounts or resolve any claim filed under the Plan in accordance with
Section 10.6.
42
8.4 Latest Commencement Of Payments
-------------------------------
(a) Notwithstanding the other provisions of this Article VIII, a Member's
Account shall begin to be distributed not later than the 60th day following the
end of the Plan Year in which the latest of the following occurs:
(1) the Member's 65th birthday,
(2) the tenth anniversary of the date on which he or she became a
Member, or
(3) the date he or she terminates service with an Employer.
(b) Notwithstanding the preceding paragraph, in accordance with Section
401(a)(9) of the Code and any regulations and other guidance issued thereunder,
in the case of a Member who owns either (1) more than five percent of the
outstanding stock of an Employer or (2) stock possessing more than five percent
of the total combined voting power of all stock of an Employer (a "five percent
owner"), the Member's distribution shall be made not later than the April 1
following the calendar year in which he or she attains age 70 1/2. In the case
of any other Member, distribution of his or her Account shall be made not later
than the April 1 following the calendar year in which he or she attains age
70 1/2 or retires, if later. On and after the first day of the Plan Year
beginning January 1, 1989, distribution of any Member's Account shall be made
not later than April 1 of the calendar year following the calendar year in
which he or she attains age 70 1/2, provided, however, that if a Member is not
a five percent owner and shall have attained age 70 1/2 before January 1,
1988, distribution shall be made not later than April 1 following the calendar
year in which the Member retires. Any distribution required to be made under
this Section 8.4(b) shall be made in the form of cash installments payable
over the life expectancy of the Member, provided, however, that upon the
Member's death or other termination of employment, the balance of the Member's
Vested Interest shall be paid, pursuant to the Member's or Beneficiary's
election, in accordance with Section 8.2(b), 8.2(c) or 8.2(d).
8.5 Termination of Employment
-------------------------
Except as specifically provided otherwise in the Plan, for purposes of this
Article VIII, a Member shall not be considered to have separated from service or
terminated employment if he enters directly into the employ of another Employer
or an Affiliated Company, or if the trade or business or subsidiary of the
Company or the Affiliated Company for whom he is employed is sold in accordance
with Section 11.2.
43
ARTICLE IX
----------
LOANS
-----
9.1 Eligibility For A Loan
----------------------
(a) Upon application of a Member subsequent to July 1, 1987, the
Retirement Committee, at its sole and absolute discretion, may make a loan or
loans to such Member from the Plan. Loans shall be made available in a
nondiscriminatory manner and on a reasonably equivalent basis and loans shall
not be made to Highly Compensated Employees, in an amount representing a
percentage of such a Member's vested interest under the profit sharing portion
of the Plan greater than the percentage made available to other Members. In
the event that a member of the Retirement Committee makes an application for a
loan, such Retirement Committee member shall not participate in the review of
his or her own loan application. Effective October 18, 1989, Plan loans may
be made to any Member or Beneficiary who is a "party-in-interest" within the
meaning of ERISA Section 3(14). Such individuals are referred to therein as
"Eligible Borrowers."
(b) The amount of any loan made to an Eligible Borrower shall be limited
to his or her vested interest in his or her Member's Account (other than his or
her ESOP Account) at the time such loan is requested, less the amount of any
outstanding loans previously made to such Member. The minimum amount of any
loan shall be $500. The aggregate loans outstanding to any Eligible Borrower
shall not exceed 50 percent of the individual's vested interest in his or her
Member's Account (other than his or her ESOP Account), limited to not more than
the lesser of (i) the balance in his or her Member's Account (other than his or
her ESOP Account) or (ii) $50,000 reduced by the excess of (a) the Eligible
Borrower's highest outstanding loan balance during the preceding 12-month period
ending on the day prior to the date of the loan, minus (b) the outstanding
balance of loans on the date the loan is made. Notwithstanding the foregoing,
the Retirement Committee, at its sole and absolute discretion, may limit the
amount of any loan if its repayment in accordance with Section 9.3, together
with the repayment of any other outstanding loan, would result in a payroll
deduction exceeding 25 percent of the Eligible Borrower's Basic Compensation.
(c) The Retirement Committee may establish 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, which terms and
44
conditions may be based on economic and other differences affecting the
individual's ability to repay any loan.
(d) Each Eligible Borrower shall be limited to two outstanding loans.
(e) The amount of the Eligible Borrower's outstanding loans will be
proportionately deducted from each of the Investment Funds in which a portion of
the Member's Account (other than his or her ESOP Account) is invested.
(f) Notwithstanding anything herein to the contrary, no loan shall be made
to a Member during a period in which the Retirement Committee is making a
determination of whether a domestic relations order affecting his or her
Member's Account is a qualified domestic relations order, within the meaning of
Section 414(p) of the Code. Further, if the Retirement Committee is in receipt
of a qualified domestic relations order with respect to any Member's Account, it
may prohibit such Member from obtaining a loan until the alternate payee's
rights under such order are satisfied.
9.2 Security And Interest
---------------------
All loans made to a Member shall be adequately secured by the Member's
Account (other than his or her ESOP Account) and bear a reasonable prevailing
rate of interest as determined solely by the Retirement Committee.
9.3 Loan Repayment
--------------
Any loan or loans made to a Member shall provide for repayment on a level
amortization basis through payroll deductions; provided, however, that a loan
may provide that no repayments are required when the Member is on authorized
leave of absence without pay for up to one year. The repayment period for any
loan shall not exceed five years, except that any loan used to acquire any
dwelling which is used or is to be used within a reasonable time as the
principal residence of the Member may have a repayment period of up to 25 years,
as specified by the Retirement Committee. The repayment of both principal and
interest on the loan will be credited solely to the Member's Account (other than
his or her ESOP Account) and allocated to the different Investment Funds
maintained thereunder on the last day of the calendar month following receipt as
directed by the Member in the same proportion that assets then allocated to the
Member's Account (other than his or her ESOP Account) are invested in such
Investment Funds.
45
9.4 Events of Default and Action Upon Default
-----------------------------------------
If an Eligible Borrower does not repay the principal and accrued interest
with respect to any loan at such times as are required by the terms of the loan,
such loan shall be in default. Further, in the absence of appropriate
Retirement Committee action as described in Section 9.1(c), if an Eligible
Borrower terminates his or her 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) prior to repaying any outstanding loan or
loans in full, such loan or loans shall be in default. Further, if before any
loan is repaid in full, a distribution is required to be made from the Plan to
an alternate payee under a qualified domestic relations order (as defined in the
Code and ERISA), and the amount of such distribution exceeds the value of the
Member's vested interest in his or her Member's Account less the amount of such
outstanding loan or loans, plus accrued interest, if any such loan(s) shall be
in default. Any loan agreement may include such other events of default as the
Retirement Committee shall determine are necessary or desirable. Upon a default
of a loan, the entire unpaid balance of the loan, with accrued interest thereon,
shall become immediately due and payable. In all events, however, no
foreclosure on the Participant's loan shall be made until the earliest time Pre-
Tax Contributions may be distributed without violating any provisions of Code
Section 401(k) and the regulations issued thereunder.
(b) Upon the default of any Eligible Borrower, the Retirement Committee,
in its discretion, may take such action as the Retirement Committee may
determine, including:
(i) demand repayment of the loan and institute legal action to
enforce collection of any balance due (including principal and interest) from
the Eligible Borrower,
(ii) demand repayment of the loan and charge the total amount of the
unpaid loan and unpaid interest against the balance credited to the Eligible
Borrower's vested interest in his or her Member's Account (other than his or her
ESOP Account) which was assigned as security for the loan and reduce any payment
or distribution from the Plan to which the Member or the Member's Beneficiary
may become entitled to the extent necessary to discharge the obligation on the
loan, or
46
(iii) demand repayment of the loan and distribute the promissory
note to the Eligible Borrower. For these purposes, such note shall be deemed to
have a fair market value equal to its face value (including accrued but unpaid
interest) 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.
47
ARTICLE X
---------
ADMINISTRATION OF THE PLAN
--------------------------
10.1 Appointment Of Retirement Committee
-----------------------------------
(a) The Board of Directors shall initially appoint the members of the
Retirement Committee. 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 appoint three of its members to serve as the
Named Fiduciaries of the Plan within the meaning of Section 402(a)(2) of ERISA.
(b) If no members of the Retirement Committee are in office, the Company
shall be deemed the Retirement Committee.
10.2 Organization And Operation Of The Retirement Committee
------------------------------------------------------
(a) The Retirement Committee shall endeavor to act, in carrying out its
duties and responsibilities in the interest of the Members 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) The Retirement Committee shall act by approval of at least two of its
members if there are two or more members in office at the time, unless a greater
number of members objects in writing to such action, and any action may be taken
either by a vote in a meeting or by action taken in writing without the
formality of convening a meeting.
If there are two or more Retirement 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 Retirement 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.
48
(d) The Retirement 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 Retirement Committee shall endeavor not to engage directly or
indirectly in any prohibited transaction, as set forth in ERISA.
10.3 Duties and Responsibilities of the Retirement Committee
-------------------------------------------------------
The Retirement 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 full discretionary authority and
responsibility for administering the Plan in accordance with its provisions and
under applicable law. The duties and responsibilities of the Retirement
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 Retirement Committee shall not be precluded from serving the
Retirement 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.
49
(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.
10.4 Required Information
--------------------
Each Employer or Members 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 Plan.
Failure on the part of any Member or Beneficiary to comply with such request
shall be sufficient grounds for the delay in payment of benefits under the Plan
until the requested information or proof is received.
10.5 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.
10.6 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 Member 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 Retirement
Committee.
(b) The Retirement Committee shall provide notice in writing to any Member
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 Retirement Committee of the Member's or Beneficiary's claim or, if special
circumstances require, and the Member or Beneficiary is so notified in writing,
within 180 days of the receipt by the Committee of the Member's or Beneficiary's
claim. The notice shall be written in a manner calculated to be understood by
the claimant and shall:
(1) set forth the specific reasons for the denial of benefits;
(2) contain specific references to Plan provisions relative to the
denial;
(3) 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 Retirement Committee; and
50
(4) advise the Member or Beneficiary that any appeal of the
Retirement Committee's adverse determination must be made in writing to the
Retirement 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 Member
or Beneficiary fails to appeal the Retirement 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 Retirement Committee's determination shall become final and conclusive.
(d) If the Member or Beneficiary appeals the Retirement Committee's denial
of benefits in a timely fashion, the Retirement 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 Retirement Committee, and submit in writing any issues or
comments to be addressed on appeal.
(e) The Retirement Committee shall advise the Member 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.
10.7 Powers, Duties and Responsibilities of the Investment Manager
-------------------------------------------------------------
(a) The Investment Manager, if any, shall be a fiduciary of the Plan with
respect solely to any Plan assets under its management or control and shall have
such powers, duties and responsibilities with respect to Plan assets as may be
provided in any Investment Manager Agreement between the Named Fiduciary and the
Investment Manager, as in effect from time to time.
(b) With respect to the portion of the Viacom Inc. Stock Fund invested in
CVRs and Warrants as described in Section 5.2(c), a separate Investment Manager
shall be appointed to manage that portion of the Viacom Stock Fund. Subject to
the terms of the Investment Manager agreement dated as of June 10,
51
1994, if a Member requests a distribution of his interest in the Viacom Inc.
Stock Fund or elects to transfer any amounts from the Viacom Inc. Stock Fund to
any other Investment Fund, the Investment Manager shall sell the Member's
proportionate share of the CVRs and Warrants held in such fund and shall remit
the cash proceeds to the Trustee for distribution or transfer, whichever is
applicable.
(c) The Investment Manager shall be appointed and removed by the Named
Fiduciary. The Named Fiduciary (or its duly authorized delegate) may appoint
more than one Investment Manager.
52
ARTICLE XI
----------
AMENDMENT AND TERMINATION
-------------------------
11.1 Amendment
---------
(a) The Plan may be wholly or partially amended or otherwise modified any
time by the Retirement Committee, provided that:
(1) no amendment or modification shall authorize or permit any part
of the Trust Fund to be used for or diverted to purposes other than for the
exclusive benefit of the Members or their Beneficiaries and/or persons entitled
to benefits under the Plan or cause or permit any portion of the Trust Fund to
revert to or become the property of any Employer; and
(2) no amendment or modification shall have any retroactive effect so
as to cause any reduction in the Member's Account as of the date of such
amendment or shall deprive any Member or Beneficiary of any benefit accrued
hereunder.
(b) Notwithstanding the provisions of Subsection (a), any amendment may be
retroactive to conform the Plan with governmental regulations or requirements in
order to allow the Plan to maintain its qualified status and to allow the Trust
Fund to maintain its tax-exempt status and any such amendments may be made by
the Retirement Committee.
11.2 Termination, Sale of Assets or Sale of Subsidiary
-------------------------------------------------
While the Plan and Trust Fund are intended to be permanent, they may be
terminated at any time at the discretion of the Board of Directors or its
delegate, solely as to all or any one Employer. Written notification of such
action shall be given to each Employer and the Trustee setting forth the date of
termination and such date of termination shall be deemed a Valuation Date.
Thereafter, no further contributions shall be made to the Trust Fund by an
Employer involved in the termination.
Upon the complete or partial termination of the Plan, or upon the complete
discontinuance of all Employer contributions, the rights of all affected Members
in their Member's Accounts shall be fully vested and shall be distributed at
such time and in such manner as provided under Articles VII and VIII hereof,
unless the Retirement Committee amends the Plan to provide for an earlier
payout.
53
Effective January 1, 1989, upon the sale of substantially all of the assets
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, for the
sole purpose of determining whether a Member is entitled to a benefit
distribution under the Plan, a Member who is employed by such trade or business
or subsidiary and who continues in the employ (i) of the employer that acquires
the assets of such trade or business or (ii) the employer that acquires the
interest of such subsidiary or (iii) any other employer in connection with the
particular transaction shall not be considered to have separated from service.
Notwithstanding such sale, the vested portion of such Member's Accounts shall be
distributed at such time and in such manner as provided under Articles VII and
VIII hereof, unless the Retirement Committee amends the Plan to provide for an
acceleration of the time of distribution of the affected Members' Accounts.
Notwithstanding the foregoing, any Member who was an Employee of Prentice-
Hall Information Services ("PHIS") or Prentice-Hall Information Network
("PHINET") on October 1, 1989, and as a result of the sale of PHIS or PHINET to
the Maxwell Macmillan Professional & Business Reference Division of Maxwell
Macmillan Publishing Company ("Macmillan"), commences employment with Macmillan,
shall be considered to have terminated employment for purposes of being entitled
to receive a benefit distribution under Section 8.2 The rights of the Member in
his or her Accounts shall be fully vested as of October 31, 1989.
Notwithstanding the foregoing, any Member who was an Employee of Prentice
Hall Legal and Financial Services ("PHLFS") on January 2, 1995, and as a result
of the sale of various companies comprising PHLFS to CDB Infotek ("CDB") and WMB
Holdings, Inc. ("WMB") on January 3, 1995 commence employment with CDB or WMB
(or any other legal entity in connection therewith) shall be considered to have
terminated employment for purposes of being entitled to receive a benefit
distribution under Section 8.2 The rights of such Members in their Accounts
shall be fully vested as of January 3, 1995 in regard to the transaction.
54
11.3 Merger Of Plans
---------------
Upon the merger or consolidation of this Plan with any other plan or the
transfer of assets or liabilities from the Trust Fund to another trust, all
Members shall be entitled to a benefit at least equal to the benefit they would
have been entitled to receive had the Plan been terminated in accordance with
Section 11.2 immediately prior to such merger, consolidation or transfer of
assets or liabilities.
55
ARTICLE XII
-----------
PARTICIPATING EMPLOYERS
-----------------------
12.1 Adoption Of Plan
----------------
If any company is now or becomes a subsidiary of or Affiliated Company
with an Employer, the Retirement Committee or its delegate 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 merger or
consolidation or as the result of 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
qualification of the trust for the Plan as tax-exempt under the Code.
56
ARTICLE XIII
------------
GENERAL PROVISIONS
------------------
13.1 Exclusiveness Of Benefits
-------------------------
(a) The Plan has been created for the exclusive benefit of the Members
and their Beneficiaries. No part of the Trust Fund shall ever revert to an
Employer nor shall such Trust Fund ever be used other than for the exclusive
benefit of the Members and their Beneficiaries, except as provided in
accordance with Subsection (b). No Member or Beneficiary shall have any
interest in or right to any part of the Trust Fund, or any equitable right
under the Trust Agreement except to the extent expressly provided in the Plan
or Trust Agreement.
(b) Notwithstanding Subsection (a), the Retirement Committee and the
Trustee shall comply with a "qualified domestic relations order" as such term in
defined in Section 414(p) of the Code and the benefits otherwise payable to the
Member shall be adjusted accordingly. The Retirement Committee shall establish
reasonable procedures for determining the qualified status of any domestic
relations order and for administering distributions under any such order.
13.2 Limitation Of Rights
--------------------
The establishment of this Plan shall not be considered as giving to any
Member or other employee of an Employer the right to be retained in the employ
of the Employer, and all Members and other employees shall remain subject to
discharge to the same extent as if the Plan had never been adopted.
13.3 Non-Assignability
-----------------
No benefit or interest under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge, and any such action shall be void for purposes of the Plan. No benefit
or interest shall in any manner be subject to the debts, contracts, liabilities,
engagements or torts of any person entitled to such benefit or interest, nor
shall it be subject to attachment or other legal process for or against any
person, except to such extent as may be required by law.
If any payee or representative of a payee under the Plan becomes bankrupt
or attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber,
or charge any such benefit or interest, the Retirement Committee may hold or
apply
57
the benefit or interest or any part thereof to or for such person, his or her
spouse, his or her children, or other dependents, or any of them in such manner
and in such proportions as the Retirement Committee shall determine in its sole
discretion.
Notwithstanding the foregoing, the Retirement Committee and the Trustee
shall comply with a "qualified domestic relations order" as such term is defined
under Section l3.1(b). The Retirement Committee shall develop procedures to
determine whether a domestic relations order is a "qualified domestic relations
order".
13.4 Construction Of Agreement
-------------------------
The Plan shall be construed according to the laws of the State of New York
and all provisions hereof shall be administered according to, and its validity
shall be determined under, the laws of such State, except where preempted by
Federal law.
13.5 Severability
------------
(a) Should any provision of the Plan be deemed or held to be illegal or
invalid for any reason, such invalidity shall not adversely affect any other
Plan provision, and in such case the appropriate parties shall immediately adopt
a new provision or regulation to take the place of the one deemed or held to be
illegal or invalid.
(b) If the invalidity inhibits the proper operation of this Plan, a new
provision shall be adopted to take the place of the one deemed or held to be
illegal or invalid.
13.6 Titles And Headings
-------------------
The titles and headings of the Sections in this instrument are for
convenience of reference only. In the event of any conflict between the text of
this instrument and the titles or headings, the text rather than such titles or
headings shall control.
13.7 Counterparts As Original
------------------------
The Plan has been prepared in counterparts, each of which so prepared shall
be construed as an original.
58
13.8 Construction
------------
The singular, where appearing in the Plan shall include the plural and the
plural shall include the singular.
13.9 Internal Revenue Service Approval
---------------------------------
If the Plan, as submitted initially to the Internal Revenue Service, is not
approved as tax-qualified by the Internal Revenue Service and as meeting the
requirements of the Code so as to permit each Employer to deduct for income tax
purposes its contributions to the Trustee, all of the Employers' contributions
shall be returned to each Employer within one year of such determination and the
Plan shall be null and void. In addition, contributions for which a tax
deduction is disallowed or which are made in error upon a mistake of fact shall
be returned to the Employer within one year of such event.
13.10 Trust Fund
----------
All contributions and all other cash, securities or other property received
by the Trustee from time to time and held by it shall constitute the Trust Fund.
The Trust Fund shall be held and invested upon such terms and in such manner as
set forth in the Plan and Trust Agreement. The Trustee shall have exclusive
authority and control to manage and control the assets of the Plan, subject to
the terms of the Plan and Trust Agreement. Assets of the Paramount (PDI)
Distribution Inc. Employees' Savings Plan or of other plans maintained by the
Company or an Affiliated Company that meet the requirements of Section 401 of
the Code may be commingled, for investment purposes only, through a master trust
arrangement or otherwise with the assets of this Plan.
13.11 Source Of Benefits
------------------
All benefits under the Plan shall be provided solely from the Trust Fund,
and neither the Employers nor their officers, directors or stockholders shall
have any liability or responsibility therefor. Neither the Employers nor the
Trustee shall be liable in any manner should the Trust Fund be insufficient to
provide for the payment of any benefit under the Plan.
59
ARTICLE XIV
-----------
TOP-HEAVY PROVISIONS
--------------------
14.1 General Rule
------------
The Plan shall meet the requirements of this Article XIV in the event that
the Plan is or becomes a Top-Heavy Plan.
14.2 Top-Heavy Plan
--------------
(a) Subject to the aggregation rules set forth in subsection (b), the
Plan 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 Member's Accounts of all Key Employees exceeds 60 percent of the
value of the cumulative Member's Accounts of all of the Employees as of such
Date, excluding former Key Employees, and excluding any Employee who has not
performed services for an Employer during the five consecutive Plan Year
period ending on the Determination Date, but taking into account in computing
the ratio any distributions made during the five consecutive Plan Year period
ending on the Determination Date. For purposes of the above ratio, the
Member's Account of a Key Employee shall be counted only once each Plan Year,
notwithstanding the fact that an individual may be considered a Key Employee
for more than one reason in any Plan Year.
(b) For purposes of determining whether the Plan is a Top-Heavy Plan and
for purposes of meeting the requirements of this Article XIV, the Plan 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 Plan shall be considered a Top-Heavy Plan. If such Permissive Aggregation
Group is not Top-Heavy, this Plan shall not be a Top-Heavy Plan.
14.3 Definitions
-----------
For the purpose of determining whether the Plan is Top-Heavy, the following
definitions shall be applicable:
(a) 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
Member's Account shall be determined as of the Determination Date.
60
(b) An individual shall be considered a Key Employee if he or she is an
Employee or former Employee who at any time during the current Plan Year or any
of the four preceding Plan Years:
(1) was an officer of an Employer who has annual compensation from
the Employer in the applicable Plan Year in excess of 150 percent of the dollar
limitation under Section 415(c)(1)(A) of the Code; provided, however, that the
number of individuals treated as Key Employees by reason of being officers
hereunder shall not exceed the lesser of 50 or l0 percent of all Employees, and
provided further that if the number of Employees treated as officers is limited
to 50 hereunder, the individuals treated as Key Employees shall be those who,
while officers, received the greatest annual Compensation in the applicable Plan
Year and any of the four preceding Plan Years (without regard to the limitation
set forth in Section 14.4 hereof); or
(2) was one of the ten Employees owning or considered as owning the
largest interests in an Employer who has annual Compensation from the Employer
in the applicable Plan Year in excess of the dollar limitation under Section
415(c)(1)(A) of the Code as increased under Section 415(d) of the Code; or
(3) was a more than 5 percent owner of an Employer; or
(4) was a more than 1 percent owner of an Employer whose annual
Compensation from the Employer in the applicable Plan Year exceeded $150,000.
For purposes of determining who is a Key Employee, ownership shall mean
ownership of the outstanding stock of an Employer or of the total combined
voting power of all stock of an Employer, taking into account the constructive
ownership rules of Section 318 of the Code, as modified by Section 416(i)(1) of
the Code.
For purposes of Subparagraph (1) but not for purposes of (2), (3) and (4)
(except for purposes of determining Compensation under (4)), the term "Employer"
shall include any entity aggregated with an Employer pursuant to Section 4l4(b),
(c) or (m) of the Code.
For purposes of Subparagraph (2), an Employee (or former Employee) who has
some ownership interest is considered to be one of the top ten owners unless at
least ten other Employees (or former Employees) own a greater interest than
61
such Employee (or former Employee), provided that if an Employee has the same
ownership interest as another Employee, the Employee having greater annual
Compensation from an Employer is considered to have the larger ownership
interest.
(c) The term "Non-Key Employee" shall mean any Employee who is a Member
and who is not a Key Employee.
(d) Whenever the term "Key Employee," "former Key Employee," or "Non-Key
Employee" is used herein, it includes the beneficiary or beneficiaries of such
individual. If an individual is a Key Employee by reason of the foregoing
sentence as well as a Key Employee in his or her own right, both the value of
his or her inherited benefit and the value of his or her own Member's Account
will be considered his or her Member's Account for purposes of determining
whether the Plan is a Top-Heavy Plan.
(e) For purposes of this Article XIV, except as otherwise specifically
provided, the term "Compensation" has the same meaning as the term "Earnings" in
Section 4.11.
(f) The term "Required Aggregation Group" shall mean all other qualified
defined benefit and defined contribution plans maintained by an Employer in
which a Key Employee participates, and each other plan of an Employer which
enables any plan in which a Key Employee participates to meet the requirements
of Sections 401(a)(4) or 410 of the Code.
(g) The term "Permissive Aggregation Group" shall mean all other qualified
defined benefit and defined contribution plans maintained by an Employer that
meet the requirements of Sections 401(a)(4) and 410 of the Code when considered
with a Required Aggregation Group.
l4.4 Requirements Applicable If Plan Is Top-Heavy
--------------------------------------------
In the event the Plan is determined to be Top-Heavy for any Plan Year, the
following requirements shall be applicable:
(a) Minimum Allocations shall be as follows:
(1) In the case of a Non-Key Employee who is covered under this Plan
but does not participate in any qualified defined benefit plan maintained by an
Employer, the Minimum Allocation of contributions plus forfeitures allocated to
the account of each Non-Key Employee who has not separated from service at the
end of a Plan Year in which the Plan is Top-Heavy shall equal the lesser of 3
62
percent of Compensation for such Plan Year or the largest percentage of
Compensation provided on behalf of any Key Employee for such Plan Year,
including any elective deferrals made by any such Key Employee pursuant to
Section 401(k) of the Code. The Minimum Allocation provided hereunder may not
be suspended or forfeited under Section 411(a)(3)(B) or (D) of the Code.
(2) A Non-Key Employee who is covered under this Plan and under a
qualified defined benefit plan maintained by an Employer shall not be entitled
to the Minimum Allocation under this Plan but shall receive the minimum benefit
provided under the terms of the qualified defined benefit plan. If a Non-Key
Employee is covered under one or more qualified defined contribution plans in
addition to this Plan, the Minimum Allocation requirements may be satisfied
through contributions and forfeitures allocated to his or her accounts under
such other plans.
(b) For purposes of computing the defined benefit plan fraction and
defined contribution plan fraction as set forth in Section 415(e)(2)(B) and
(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 by 1.25.
63
ARTICLE XV
SIGNATURE
The Plan as herein stated has hereby been approved and adopted to be effective
as of the dates set forth herein this February 1, 1995.
PCI'S HOLDINGS CORPORATION
By:_____________________________
Title:____________________________
64
APPENDIX A
----------
SPECIAL RULES
-------------
Notwithstanding any other provisions of the Plan to the contrary, the following
rules shall apply to the Members referred to hereunder.
I. Special Provisions With Respect To Members Of Merged Plans
----------------------------------------------------------
A. Merging Of Assets
-----------------
Effective as of January 1, 1987, the assets of the following plans
shall be merged into the Plan:
(i) Esquire, Inc. Retirement Investment/Savings Plan;
(ii) Prentice-Hall and Subsidiaries Profit Sharing Plan;
(iii) Management Control Systems Retirement Plan;
(iv) Silver Burdett Inc. Profit Sharing Savings Plan;
(v) Simon & Schuster Profit-Sharing Plan;
(vi) Associates Corporation of North America Supplemental Savings
and Profit Sharing Plan; and
(vii) Associates Corporation of North America Employees' Savings
and Profit Sharing Plan.
Effective as of November 1, 1986, certain assets of The Savings Plus
Plan for Employees of Trans-Lux Corporation and Certain of Its Subsidiaries and
or Affiliates were merged into the Plan following the purchase by an Affiliated
Company of certain assets of Trans-Lux Corporation.
Effective October 24, 1989, the assets of the Master Data Center, Inc.
Employees Thrift Plan shall be merged into the Plan.
Effective August 2, 1990, the assets of the Computer Curriculum
Corporation Savings Plan and the Computer Curriculum Corporation Profit Sharing
Plan shall be merged into the Plan.
65
Effective August 3, 1990, the assets of the Janus Book Publishers,
Inc. 401(k) Profit Sharing Plan shall be merged into the Plan.
Effective January 1, 1993, the assets of the Premier Advertiser Sales
Retirement Savings Plan were merged into the Plan.
Effective September 1, 1993, certain assets of the Cox Enterprises,
Inc. Savings and Investment Plan were merged into the Plan following the
purchase of certain assets of Cox Enterprise, Inc.
B. Transferred Assets
------------------
Any assets transferred to the Plan from a plan enumerated in Paragraph
A above will retain their character as employee after-tax or pre-tax
contributions and earnings thereon; employer contributions (matching or
otherwise) and earnings thereon; or rollover contributions and earnings thereon.
In addition, such transferred assets shall be invested in accordance with the
provisions of Section 5.6 of the Plan.
C. Vesting
-------
With respect to former Members of the Master Data Center, Inc.
Employees' Thrift Plan, the Janus Book Publishers, Inc. 401(k) Profit Sharing
Plan, the Computer Curriculum Corporation Savings Plan and the Computer
Curriculum Corporation Profit Sharing Plan, and the Premier Advertiser Sales
Retirement Savings Plan (the "Premier Plan"), notwithstanding Section 8.1 of
this Plan, a former Member in any such Plan shall be fully vested in that
portion of his or her Member's Account attributable to assets transferred from
such Plan, including earnings thereon.
If a Member participated in the Premier Plan, the Vested Interest in
his or her Employer's Matching Contributions Account and ESOP Account
attributable to contributions after December 31, 1992 shall be determined under
the vesting schedule in Section 8.1(b)(ii) of this Plan, provided that if such a
Member has at least three Years of Vesting Service but less than four years of
Vesting Service as of the date of the amendment applying this Plan's vesting
schedule to such Member, he or she shall never be less than 40% vested in the
66
portion of his or her Employer's Matching Contributions Account and ESOP Account
which is attributable to contributions after December 31, 1992.
Notwithstanding the foregoing or Section 8.1 of this Plan, a ember who
participated in the Cox Enterprises, Inc. Savings and Investment Plan shall be
fully vested in his or her entire Member's Account, including Matching
Contributions made after the effective date of the merger of such plan into this
Plan.
Effective January 1, 1993, the assets of the Premier Advertiser Sales
Retirement Savings Plan were merged into the Plan.
Effective September 1, 1993, certain assets of the Cox Enterprises,
Inc. Savings and Investment Plan were merged into the Plan following the
purchase of certain assets of Cox Enterprise, Inc.
II. Special Provisions Relating To Members Employed By
--------------------------------------------------
The Ginn And Company Division Of Xerox Corporation on June 28, 1985
-------------------------------------------------------------------
Each Employee employed by the Ginn and Company Division of Xerox
Corporation on June 28, 1985 whose employment was transferred to an Affiliated
Company on such date shall be deemed to have earned Vesting Service under
Article III of the Plan for all periods of prior employment with Xerox
Corporation or any of its affiliates if such Employee did not elect to receive a
distribution of his or her Retirement Account under the Xerox Profit Sharing
Retirement and Savings Plan as a result of the sale of the Ginn and Company
Division.
III. Special Grandfather Provisions Relating To Withdrawal
-----------------------------------------------------
Provisions For Members Of Certain Plans
---------------------------------------
In applying the special withdrawal rules of this Appendix A, the procedural
rules of Article VII of the Plan shall continue to apply unless specifically
provided otherwise herein.
A. Prentice-Hall And Subsidiaries Profit Sharing Plan
--------------------------------------------------
Solely with respect to the portion of a Member'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 Member has
pursuant to the provisions of Article VII of this Plan, the following shall be
applicable:
67
(1) At least 60 days prior to each July 1, each Active or Inactive Member
may file an election with the Retirement Committee to make a withdrawal of the
entire nonforfeitable portion of the Member'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 Member's election.
(2) Effective for withdrawals made prior to July 1, l988, a member making
a withdrawal described in (1) above will forfeit a portion of his or her
Member's Account equal to 5 percent of the amount withdrawn.
(3) Solely with respect to the portion of a Member's Account attributable
to funds held in the P-H Plan on December 31, 1986 which were transferred to the
P-H Plan from the Lange Medical Publications Profit-Sharing Plan, (the "Lange
Plan"), in the case of financial hardship determined pursuant to Section 7.2 of
this Plan, a Member may file an election at any time with the Retirement
Committee to make a withdrawal from the portion of his or her Member's Account
attributable to funds transferred from the Lange Plan to the P-H Plan, including
earnings after December 31, 1986 attributable to such funds.
B. Esquire, Inc. Retirement Investment/Savings Plan
------------------------------------------------
Solely with respect to the portion of a Member'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 Member
has pursuant to the provisions of Article VII of this Plan, a Member may file an
election with the Retirement Committee to make a withdrawal of all or any
portion of his or her Member'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
-------------------------------------------------------
Solely with respect to the portion of a Member's Account attributable
to funds held in the Plan on December 31, l986, and in addition to any rights a
Member has pursuant to the provisions of Article VII of the Plan, the following
shall be applicable:
68
(1) A Member may file an election with the Retirement Committee to make a
withdrawal from his or her Member's Account of the entire nonforfeitable portion
of his or her Member's Account attributable to funds held in the 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 Member's election, except that such 24-
month requirement shall not apply if the Member has completed at least 5 years
of participation in the Plan.
(2) Effective for withdrawals made prior to July 1, 1988, if A Member
makes a withdrawal under (1) above, the Member will be penalized by not having
the Employer make Employer Matching Contributions on behalf of the Member, in
accordance with Section 4.5 of the Plan, for a period of 12 months commencing on
the first day of the month following such withdrawal.
(3) In the event of financial hardship determined pursuant to Section 7.2
of the Plan or following the attainment of age 59 1/2, a Member may file an
election with the Retirement Committee to make a withdrawal from his or her
Member's Account of all or any portion of his or her Member's Account of all or
any portion of his or her Member Account attributable to nonforfeitable funds
transferred to the Plan from the Member'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
-----------------------------------------------
1. Solely with respect to the portion of a Member's Account attributable
to funds held in the Master Data Center, Inc. Employees' Thrift Plan, and in
addition to any rights a Member has pursuant to the provisions of Article VII of
the Plan, a Member 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 in accordance with
Sections 7.1 and 7.3 of this Plan, except that the minimum withdrawal of such
funds shall be $100, and withdrawals of less than $500 shall be in multiples of
$100.
69
2. No in-service withdrawals of that portion of the Member'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 Member's Account attributable
to funds held in the Computer Curriculum Corporation Savings Plan, and in
addition to any rights a Member has pursuant to the provisions of Article VII of
this Plan, a Member 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 Section 7.2 and 7.3 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 Member'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 Member has pursuant to the
provisions of Article VII of this Plan, a ember 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.
IV. SPECIAL DISTRIBUTION PROVISIONS FOR MEMBERS OF CERTAIN PLANS
------------------------------------------------------------
In applying the rules of this Appendix A to the Plan, the distribution
rules of Article VIII of the Plan shall continue to apply unless specifically
provided otherwise herein.
A. Master Data Center Employees' Thrift Plan
-----------------------------------------
Solely with respect to the portion of a Member's Account attributable to
funds held in the Master Data Center, Inc. Employees' Thrift Plan (the "Master
Data Center Plan"), and in addition to any rights a Member has pursuant to the
provisions of Article VIII of this Plan, the following shall be applicable:
70
1. A Member may elect to receive that portion of his Account which is
attributable to assets transferred to this Plan from the Master Data Center Plan
in installment payouts pursuant to Section 8.2(c) of this Plan, but including
installments on a monthly basis.
2. A Member may defer receipt of that portion of his Account which is
attributable to contributions made under the Master Data Center Plan until the
April 1 of the year following the calendar year in which the Member attains age
70 1/2.
B. Janus Book Publishers, Inc. 401(k) Profit Sharing Plan
------------------------------------------------------
The portion of the Member'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 Member's Account attributable to such assets, and in addition to
any rights a Member has pursuant to the provisions of Article VIII of this Plan,
the Member may elect to receive a distribution of such assets, including
earnings attributable to such funds, in one of the following annuity forms:
1. Qualified Joint and Survivor Annuity
------------------------------------
This form is available only to a Member who is married on his or her
Annuity Starting Date. It provides the Member with a monthly benefit during his
or her lifetime and provides for the continuance of 50% of such benefit to the
Member's spouse, if living, after the Member's death.
The monthly payments to the Member's spouse shall commence on the
first day of the month following the month in which the Member dies, if the
spouse is then living, and shall continue monthly with the last payment due for
the month in which the Member's spouse's death occurs.
If the Member's spouse dies before the Member commences to receive
benefit payments, the Member may elect another form of benefit. If the Member's
spouse predeceases the Member after payments have commenced, such payments shall
cease upon the Member'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.
71
2. Single Life Annuity
-------------------
This form provides the Member with a monthly retirement benefit during
his or her lifetime, ceasing with the last payment due immediately preceding his
or her date of death.
3. Period Certain Annuity
----------------------
This form provides the Member 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 Member) of monthly payments will be made to either the Member of
his or her Beneficiary.
If this form is elected and the Member dies prior to the receipt of
the guaranteed monthly payments, the balance of the guaranteed monthly payments
will be paid to the Member's Beneficiary and will continue until the total of
guaranteed monthly payments have been made to the Member 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 Member's death.
4. Single Premium Deferred Annuity
-------------------------------
This form, purchased on the Member's behalf by the Trustee, provides
the Member with a segregated account which earns current interest. The account
is not subject to tax until the date (elected by the Member) 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 Member 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 Member
elects one of the other annuity forms described above and the Member'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.
72
C. Premier Advertising Sales Retirement Savings Plan
-------------------------------------------------
Solely with respect to the portion of a Member's Account attributable to
funds held in the Premier Advertiser Sales Retirement Savings Plan (the "Premier
Plan") on December 31, 1992, and in addition to any rights a Member has pursuant
to the provisions of Article VII of this Plan, the Member may elect to defer
receipt of such funds, including earnings thereon after December 31, 1992, until
the April 1 of the year following the calendar year in which the Member attains
age 70 1/2.
D. Cox Enterprises, Inc. Savings and Investment Plan
-------------------------------------------------
With respect to a Member , 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 Member has pursuant
to the provisions of Article VII of this Plan, the following shall be
applicable:
(1) A Member or, in the case of the Member's death, the Member's
Beneficiary, may elect to have his or her Member's Account transferred to an
eligible retirement plan, within the meaning of Code Section 401(a)(31),
maintained by Vanguard Investments.
(2) A Member who terminates employment on or after Early or Normal
Retirement Date may elect to commence payment of such amount anytime after
retirement, but in no event later than the April 1 of the calendar year
following the calendar year in which the Member attains age 70 1/2.
(3) A Member 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
Member and his or her Beneficiary. A Member 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 Member attains age 70 1/2; provided
that a Member 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.
73
(4) A Member 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 Member
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 Member and his or her Beneficiary.
(5) Upon the death of a Member, 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 Member's death.
V. SPECIAL FORFEITURE PROVISIONS FOR MEMBERS
-----------------------------------------
OF CERTAIN PLANS
----------------
A. Janus Book Publishers, Inc. 401(k) Profit Sharing Plan
------------------------------------------------------
With respect to Members who were former Members of the Janus Book
Publishers, Inc. 401(k) Profit Sharing Plan, Section 8.3(d) of this Plan shall
apply only with respect to forfeitures occurring on or after January 3, 1990.
VI. MADISON SQUARE GARDEN CORPORATION
---------------------------------
Effective January __, 1995, Madison Square Garden Corporation ceased to be
an Employer and an Affiliated Company under the Plan as a result of the sale of
Madison Square Garden Corporation to MSG Holdings, L.P., and all Plan Members
who were employees of Madison Square Garden Corporation or its subsidiaries on
January __, 1995 ceased accruing benefits under the Plan.
74
Exhibit 4.3
PRENTICE HALL COMPUTER PUBLISHING DIVISION
RETIREMENT PLAN
AS AMENDED THROUGH DECEMBER 31, 1994
TABLE OF CONTENTS
-----------------
Section Page
------- ----
ARTICLE I - DEFINITIONS 2
ARTICLE II - PARTICIPATION
Eligibility . . . . . . . . . . . . . . . . . 2.1 11
Enrollment . . . . . . . . . . . . . . . . . 2.2 11
Year of Service . . . . . . . . . . . . . . 2.3 11
Break in Service . . . . . . . . . . . . . . 2.4 12
ARTICLE III - PARTICIPANT'S CONTRIBUTIONS
Deferred Contributions . . . . . . . . . . . 3.1 13
Nondeferred Contributions . . . . . . . . . . 3.2 14
Change in Contributions Rate . . . . . . . . 3.3 14
Frequency . . . . . . . . . . . . . . . . . . 3.4 14
Discontinued Contributions . . . . . . . . . 3.5 14
Limits on Actual Deferral Percentage on
Deferred Contributions . . . . . . . . . . 3.6 15
Definition of Highly Compensated Employee . . 3.7 15
Return of Excess Contribution . . . . . . . . 3.8 17
Return of Excess Deferral . . . . . . . . . . 3.9 17
Rollovers and Direct Transfers . . . . . . . 3.10 17
ARTICLE IV - COMPANY CONTRIBUTIONS
Company Matching Contributions . . . . . . . 4.1 19
Company Retirement Contribution . . . . . . . 4.2 19
Contribution Limitations . . . . . . . . . . 4.3 19
Payment . . . . . . . . . . . . . . . . . . . 4.4 19
Limits on Actual Contribution Percentage of
Company Matching Contributions and
Nondeferred Contributions . . . . . . . . . 4.5 19
ARTICLE V - INVESTMENT OF PARTICIPANT'S AND
COMPANY CONTRIBUTIONS
Options . . . . . . . . . . . . . . . . . . . 5.1 21
Change in Investment Election . . . . . . . . 5.2 21
Transfer Among Funds . . . . . . . . . . . . 5.3 21
Frequency . . . . . . . . . . . . . . . . . . 5.4 21
i
Section Page
------- ----
ARTICLE VI - INVESTMENT FUNDS FOR PARTICIPANTS
AND COMPANY CONTRIBUTIONS
Income Investment Fund . . . . . . . . . . . . . 6.1 22
Equity Fund . . . . . . . . . . . . . . . . . . . 6.2 22
Viacom Inc. Stock Fund . . . . . . . . . . . . . 6.3 22
Balanced Fund . . . . . . . . . . . . . . . . . . 6.4 22
Cash or Short-Term Investments . . . . . . . . . 6.5 23
Collective Investment . . . . . . . . . . . . . . 6.6 23
ARTICLE VII - PARTICIPANT'S ACCOUNTS
Accounts . . . . . . . . . . . . . . . . . . . . 7.1 24
Valuation of Accounts . . . . . . . . . . . . . . 7.2 24
ARTICLE VIII - VESTING
Company Contributions . . . . . . . . . . . . . . 8.1 25
Participant Contributions . . . . . . . . . . . . 8.2 25
Years of Employment . . . . . . . . . . . . . . . 8.3 25
Amendments to Vesting Schedule . . . . . . . . . 8.4 26
Forfeiture of Non-Vesting Amount . . . . . . . . 8.5 26
ARTICLE IX - WITHDRAWALS WHILE EMPLOYED
Nondeferred Contribution Account . . . . . . . . 9.1 27
Deferred Contribution Account . . . . . . . . . . 9.2 27
Financial Hardship . . . . . . . . . . . . . . . 9.3 27
Replacement . . . . . . . . . . . . . . . . . . . 9.4 29
ARTICLE X - DISTRIBUTION OF RETIREMENT
BENEFITS
Time and Manner of Distribution . . . . . . . . . 10.1 30
Latest Commencement of Payments . . . . . . . . . 10.2 32
Termination of Employment . . . . . . . . . . . . 10.3 33
Transfer to Another Qualified Plan . . . . . . . 10.4 33
Direct Rollover Distributions . . . . . . . . . . 10.5 33
ARTICLE Xl - ADMINISTRATION OF THE PLAN
Powers, Duties and Responsibilities of the
Company . . . . . . . . . . . . . . . . . . . 11.1 35
Powers, Duties and Responsibilities of the
Administrative Committee . . . . . . . . . . . 11.2 35
ii
Section Page
------- ----
Powers, Duties and Responsibilities of the
Trustee . . . . . . . . . . . . . . . . . . . . 11.3 37
Powers, Duties and Responsibilities of the
Investment Manager . . . . . . . . . . . . . . 11.4 38
Liability and Indemnification . . . . . . . . . . 11.5 39
Allocation of Fiduciary Responsibilities . . . . 11.6 40
Claims for Benefits . . . . . . . . . . . . . . . 11.7 40
Service of Legal Process . . . . . . . . . . . . 11.8 41
Voting and Tender Rights With Respect to A
Participant's Interest in The Common Stock
of Paramount Communications Inc . . . . . . . 11.9 41
ARTICLE XII - MANAGEMENT OF THE FUNDS
Trust Fund . . . . . . . . . . . . . . . . . . . 12.1 42
Contributions . . . . . . . . . . . . . . . . . . 12.2 42
Disbursement of Funds . . . . . . . . . . . . . . 12.3 42
ARTICLE XIII - LIMITATIONS
Section 415 Limits . . . . . . . . . . . . . . . 13.1 43
Other LimitS . . . . . . . . . . . . . . . . . . 13.2 46
ARTICLE XIV - GENERAL PROVISIONS
Use . . . . . . . . . . . . . . . . . . . . . . . 14.1 47
Alienation . . . . . . . . . . . . . . . . . . . 14.2 47
Merger . . . . . . . . . . . . . . . . . . . . . 14.3 47
Distribution Upon SalE . . . . . . . . . . . . . 14.4 48
Assumption of Risk . . . . . . . . . . . . . . . 14.5 48
Amendment . . . . . . . . . . . . . . . . . . . . 14.6 48
Termination . . . . . . . . . . . . . . . . . . . 14.7 48
Governing Law . . . . . . . . . . . . . . . . . . 14.8 49
Masculine Gender . . . . . . . . . . . . . . . . 14.9 49
Agent . . . . . . . . . . . . . . . . . . . . . . 14.10 49
Section Headings . . . . . . . . . . . . . . . . 14.11 49
ARTICLE XV - PARTICIPATING AFFILIATED COMPANIES
Participating Companies . . . . . . . . . . . . . 15.1 50
iii
Section Page
------- ----
ARTICLE XVI - SPECIAL TOP-HEAVY RULES REQUIRED
BY TEFRA
Purpose . . . . . . . . . . . . . . . . . . . . . 16.1 51
Determination of Top-Heaviness . . . . . . . . . 16.2 51
Determination of Key Employee . . . . . . . . . . 16.3 51
Aggregation Rules . . . . . . . . . . . . . . . . 16.4 52
Special Vesting and Minimum Contribution Rules
and Compensation Limitation Becoming Operative
in the Event the Plan Becomes Top-Heavy . . . . 16.5 53
Cessation of Top-Heavy Status . . . . . . . . . . 16.6 54
Combined Plans . . . . . . . . . . . . . . . . . 16.7 54
ARTICLE XVII - SIGNATURE 55
iv
PRENTICE HALL COMPUTER PUBLISHING DIVISION RETIREMENT PLAN
The Plan is intended to encourage thrift on the part of employees of
Prentice Hall Inc. who are permanently assigned to the Prentice Hall Computer
Publishing Division by allowing them to accumulate tax deferred savings and
furnishing them an incentive through matching a portion of their savings with
Company contributions.
The Plan is a profit sharing plan intended to meet the requirements of
Section 401(a) of the Internal Revenue Code of 1986 (the Code).
The Plan was established for employees of Prentice Hall Inc. who were
participants in the Maxwell/Macmillan/ Pergamon Retirement Plan and were
employees of Macmillan Computer Publishing Inc. upon its acquisition by Prentice
Hall Inc. effective November 18, 1991, and for all other employees of Prentice
Hall Inc. who are permanently assigned to the Division's operations in
Indianapolis, Indiana. It is intended that the Plan and Trust will continue to
qualify under Sections 401 and 501 of the Internal Revenue Code of 1986, as
amended, and will continue to comply with the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
Effective July 7, 1994, Paramount Communications Inc., the parent company
of Prentice Hall Inc., was acquired by Viacom Inc.
- 1 -
ARTICLE I
DEFINITIONS
Section 1.1. "Account" means an account maintained for a Participant in
the Trust Fund.
Section 1.2. "Accrued Benefit" means the balance in a Participant's
Account.
Section 1.3. "Act" means the Employee Retirement Income Security Act of
1974, as the same may be amended from time to time.
Section 1.4. (a) "Actual Contribution Percentage" means, for either the
group of Highly Compensated Employees or Non-Highly Compensated Employees, the
average of the following ratios for each Eligible Employee in the group: (i)
Company Matching Contributions made for or by the Eligible Employee for the Plan
Year to (ii) the Eligible Employee's Compensation for the Plan Year.
(b) Notwithstanding the foregoing paragraph (a) and in
accordance with applicable Internal Revenue Service regulations, the Actual
Contribution Percentage for a Highly Compensated Employee who is eligible to
participate in more than one plan sponsored by the Company or an Affiliated
company to which employee or matching contributions are made shall be calculated
by treating all such plans as one plan.
Section 1.5. (a) "Actual Deferral Percentage" means, for either the group
of Highly Compensated Employees or Non-Highly Compensated Employees, the average
of the following ratios for each Eligible Employee in the group: (i) Deferred
Contributions made by the Eligible Employee for the Plan Year to (ii) the
Eligible Employee's Compensation for the Plan Year.
(b) Notwithstanding the foregoing paragraph (a), and in
accordance with applicable Internal Revenue Service regulations, the Actual
Deferral Percentage for a Highly Compensated Employee who is eligible to
participate in one or more cash or deferred arrangement sponsored by the
- 2 -
Company or an Affiliated Company shall be calculated by treating all such cash
or deferred arrangements as one arrangement.
Section 1.6. "Adjustment Factor" means the cost of living adjustment
factor prescribed by the Secretary of the Treasury under Section 415(d) of the
Code applied to such Plan provisions and in such manner as the Secretary shall
prescribe.
Section 1.7. "Affiliated Company" means (i) any corporation which is a
member of a controlled group of corporations (as defined in Section 414(b) of
the Code) which includes the Company; (ii) any trade or business (whether or not
incorporated) which is under common control (as defined in Section 414(c) of the
Code) with the Company; (iii) any organization (whether or not incorporated)
which is a member of an affiliated service group (as defined in Section 414(m)
of the Code; which includes the Company; and (iv) any other entity required to
be aggregated with the Company pursuant to regulations under Section 414(o) of
the Code.
Section 1.8. "Annual Addition" means, with respect to any Plan Year for
any Participant, the amount allocated to his or her Account under the Plan which
consists of (i) the Company Contributions, (ii) Participant Contributions, (iii)
amounts described in Code Sections 415(1)(1) relating to certain medical
benefits and 419A(d)(A) relating to certain post-retirement benefits, and (iv)
the Participant's Annual Additions under any other defined contribution plan
maintained by the Company or Affiliated Company.
Section 1.9. "Beneficiary" means the following:
(a) The term "Beneficiary" means the person or persons designated by
the Participant, on a form prescribed by and filed with the Administrative
Committee, to receive benefits under the Plan in the event of death. If no
designation is made or if no designated person survives the Participant,
"Beneficiary" shall mean the Participant's estate."
(b) Notwithstanding the foregoing, in the case of a legally married
Participant, the spouse to whom the Participant is married on the earlier of the
Participant's benefit commencement date or death shall be
- 3 -
deemed the designated "Beneficiary" unless the Member elects to waive such
designation. Such waiver must be in writing, acknowledging its effect on the
spouse, and such spouse must consent in writing to the waiver with the spouse's
signature witnessed by a notary public."
Section 1.10. "Board of Directors" means the Board of Directors of
Prentice Hall Inc.
Section 1.11. "Code" means the Internal Revenue Code of 1986, as the same
may be amended from time to time.
Section 1.12. "Committee" means the Administrative Committee provided for
in Article XI.
Section 1.13. "Company" means Prentice Hall Inc. and any corporation which
shall be its successor. The term "Company" shall not include any "Participating
Affiliated Company" as defined in Section 1.41 except as provided in Article XV.
Section 1.14. "Company Contributions" means all Contributions made by the
Company, including Company Matching Contributions and Company Retirement
Contributions.
Section 1.15. "Company Matching Contributions" means the amounts the
Company shall contribute into the Plan in accordance with Section 4.1.
Section 1.16. "Company Matching Contributions Account" means the separate
account maintained for a Participant to reflect his or her interest in the Trust
Fund allowable to Company Matching Contributions made on his or her behalf.
Section 1.17. "Company Retirement Contributions Account" means the
separate account maintained for a Participant to reflect his or her interest in
the Trust Fund attributable to Company Retirement Contributions made on his or
her behalf.
- 4 -
Section 1.18. "Company Retirement Contributions" means the amount the
Company shall contribute into the Plan in accordance with Section 4.2.
Section 1.19. "Compensation" means except when otherwise expressly
provided in the Plan, compensation for services performed by an Employee which
is currently includable in gross income as defined in Section 415(c)(3) of the
Code.
Section 1.20. "Deferred Contributions" means for any Plan Year that
portion of an Eligible Employee's Compensation which he or she elects to defer
and directs the Company to contribute to the Plan on his or her behalf, as
provided in Section 3.1.
Section 1.21. "Deferred Contributions Account" means the separate account
maintained for a Participant to record his or her interest in the Trust Fund
attributable to the Deferred Contributions made on his or her behalf.
Section 1.22. "Division" means the Prentice Hall Computer Publishing
Division of the Company.
Section 1.23. "Effective Date" of the Plan means November 18, 1991.
Section 1.24. "Eligible Compensation" means the base salary payable by the
Company to an Employee for his or her services in each Plan Year. Eligible
Compensation, except as otherwise provided by a Participating Affiliated Company
in its Adoption and Consent Agreement, excludes commissions, overtime premiums,
bonuses, and Company Contributions to benefit plans other than the Deferred
Contributions to the Plan which shall be included in Eligible Compensation. For
Plan Years beginning prior to January 1, 1994, the maximum amount of Eligible
Compensation which shall be taken into account for any purpose under the Plan is
$200,000 (multiplied by the Adjustment Factor). Effective January 1, 1994, the
amount of Eligible
- 5 -
Compensation which shall be taken into account for any purposes under the Plan
shall not exceed $150,000, or the applicable annual compensation limitation in
effect under Section 401(a)(17) of the Code, and the regulations and other
guidance issued thereunder. The amount of Eligible Compensation for the initial
Plan Year shall be determined by multiplying the Eligible Compensation for the
1991 calendar year by a fraction, the numerator of which is the number of days
in the initial Plan Year and the denominator of which is 365.
Section 1.25. "Eligible Employee" means any Employee who is eligible to
participate in the Plan as provided for in Section 2.1, whether or not the
Employee has elected to participate.
Section 1.26. "Employee" means any person who is employed by the Company
and permanently assigned to the Division provided, however, the term "Employee"
shall exclude any employee whose terms and conditions of employment are
negotiated with the Division or the Company by or through a collective
bargaining organization that has in fact participated in good faith bargaining
with the Division or the Company concerning retirement benefits for such
employees unless the Company and such organization agree to make the Plan
applicable to such employees. The term "employee" shall mean any employee of
the Company or Affiliated Company.
Section 1.27. "Enrollment Date" means the first day of any month except as
otherwise provided by a Participating Affiliated Company in its Adoption and
Consent Agreement.
Section 1.28. "Excess Contribution" means any Company Matching
Contribution or Participant's Contribution allocated to a Participant's Account
in any Plan Year which exceeds the permitted Actual Deferral Percentage as
provided in Section 3.7 or the permitted Actual Contribution Percentage as
provided in Section 4.8.
- 6 -
Section 1.29. "Excess Deferral" means the aggregate amount of Deferred
Contributions in excess of $7,000 (multiplied by the Adjustment Factor) in any
Plan Year made by a Participant under the Plan and elective deferrals or salary
reductions amounts under plans of other employers.
Section 1.30. "Investment Fund" means each of the Funds as provided for in
Article VI.
Section 1.31. "Investment Manager" means the individuals and/or other
entity provided for in Section 11.4 who has acknowledged in writing that he/it
is a fiduciary with respect to the Plan and who is registered as an investment
adviser under the Investment Advisers Act of 1940; or a bank, as defined in such
Act; or an insurance company qualified to manage, acquire or dispose of assets
of pension plans.
Section 1.32. "Highly Compensated Employee" means any Eligible Employee or
former Eligible Employee who is highly compensated as defined in Section 3.8.
Section 1.33. "Hour of Service" means an Hour of Service as defined in
Section 2.3.
Section 1.34. "Key Employee" means a Key Employee as define in Section
16.3.
Section 1.35. "Limitation Year" means the calendar year.
Section 1.36. "Nondeferred Contributions" means the Contributions made by
the Participant pursuant to Section 3.2.
Section 1.37. "Nondeferred Contributions Account" means the account
maintained for a Participant to reflect his or her interest in the Trust Fund
attributable to his or her Nondeferred Contribution.
- 7 -
Section 1.38. "Non-Highly Compensated Employee" means any Eligible
Employee who is not a Highly Compensated Employee.
Section 1.39. "Participant" means any Eligible Employee who has elected to
participate in the Plan in accordance with Section 2.1.
Section 1.40. "Participation" means any period of employment commencing on
the date on which a Participant first contributed to the Plan or to the Prior
Plan.
Section 1.41. "Participant's Contributions" means the Participant's
Deferred Contributions and Nondeferred Contributions.
Section 1.42. "Participating Affiliated Company" means any (i) Affiliated
Company, (ii) Separate Operating Division or (iii) subsidiary company of which
at least 50% of the voting stock is owned by the Company which elects to
participate in the Plan with the approval of the Committee. If the Plan allows
a Participating Affiliated Company to vary the terms of the Plan in its Adoption
and Consent Agreement, the Participating Affiliated Company shall have no
authority to impose any conditions which are more stringent (but which may be
less stringent) then the minimum requirements of the Act and the Code.
Section 1.43. "Plan" means the Prentice Hall Computer Publishing Division
Retirement Plan as the same may be amended from time to time.
Section 1.44. "Plan Administrator" means the Committee or any person or
other entity who may be appointed to be the Plan Administrator by the Committee.
Section 1.45. "Plan Year" means (i) for the initial Plan Year, the period
beginning November 18, 1991 and ending December 31, 1991, and (ii) for each
subsequent Plan Year, each 12 month period from January 1 through December 31.
- 8 -
Section 1.46. "Retirement" means retirement of a Participant from the
Company on account of age on or after his or her 65th birthday or on account of
disability under the Company's Long-Term Disability Program.
Section 1.47. "Separate Operating Division" means any business or
corporation whose assets are purchased on and after the Effective Date by the
Company or any Affiliated Company and which is operated as a separate operating
division of the Company or Affiliated Company.
Section 1.48. "Trustee" means the trustee or trustees of the Trust Fund.
Section 1.49. "Trust Fund" means the Trust Fund established pursuant to
the agreement of trust entered into pursuant to the Plan by the Company and
Trustee specified therein, for purposes of receiving and holding in trust the
assets held under the Plan.
Section 1.50. "Valuation Date" means the last business day of each month.
Section 1.51. "Vested Benefit" shall mean a nonforfeitable benefit
provided under the Plan and credited to a Participant's account which cannot be
divested for cause or any other reason.
Section 1.52 "Viacom Stock" means shares of Class B common stock of Viacom
Inc.
Section 1.53. "Years of Employment" means Years of Employment as defined
in Section 8.3.
Section 1.54. "Year of Participation" shall mean each 12-month period of
participation in the Plan commencing on the Participant's initial date of
participation.
- 9 -
Section 1.55. "Year of Service" means a Year of Service as defined in
Section 2.3.
- 10 -
ARTICLE II
PARTICIPATION
Section 2.1. Eligibility.
-----------
(a) Each Employee who was employed by Macmillan Computer Publishing Inc.
and was an active Participant in the Macmillan/Maxwell/ Pergamon Retirement
Plan on November 18, 1991 is automatically a Participant in the Plan on the
Effective Date, provided he or she complies with the provisions of Sections 2.2.
(b) Each other Employee shall be eligible to become a Participant as of
the Enrollment Date coincident with or next following the date on which he or
she has both attained age 21 and completed a Year of Service, except as
otherwise provided by a Participating Affiliated Company in its Adoption and
Consent Agreement which may limit an Employee to receive either a Company
Matching Contribution or Company Retirement contribution.
Section 2.2. Enrollment. Each Employee who is eligible to become a Participant
----------
shall execute and file an enrollment form not later than 30 days before the
Enrollment Date on which he or she desires to participate in the Plan (or such
other date as the Committee in its discretion may determine).
Section 2.3. Year of Service. An employee shall be deemed to have a Year of
---------------
Service if he or she has completed at least 1,000 Hours of Service (as
hereinafter defined) in the 12 consecutive month computation period beginning
with the day on which he or she first has an Hour of Service with the Company or
Affiliated Company on or after attainment of age 18 except as may otherwise be
provided by a Participating Affiliated Company in its Adoption and Consent
Agreement. If the employee fails to complete 1,000 Hours of Service in such
initial computation period, he or she shall be deemed to have a Year of Service
as of the end of the first succeeding computation period (based on succeeding
anniversaries of the day on which he or she first has an Hour of Service) in
which he or she completes 1,000 Hours of Service.
- 11 -
For purposes of this Section 2.3, Hour of Service means each hour for which
an employee is or was directly or indirectly paid or entitled to payment by the
Company or Affiliated Company for the performance or nonperformance of duties,
and each hour for which back pay, irrespective of mitigation of damages, has
been either awarded or agreed to by the Company or Affiliated Company. Hours of
Service shall be calculated and credited to the employee in accordance with the
Department of Labor Regulation Section 2530.200b-2(b) and (c).
Notwithstanding any other provision of this Plan, in no event will an
employee be credited with less Years of Service under the Plan than the Years of
Service with which the employee was credited under the Maxwell/Macmillan/
Pergamon Retirement Plan on November 18, 1991.
Section 2.4. Break in Service. A Participant shall incur a break in service
----------------
upon his or her date of termination of employment; provided, however, that a
Participant shall not incur a break in service until the expiration of the 12-
month period of any absence for any reason other than Retirement, discharge,
voluntary termination or maternity or paternity leave in which he or she did not
perform an Hour of Service or until the expiration of the 24-month period of any
absence for maternity or paternity leave in which he or she did not perform an
Hour of Service. A Participant who is re-employed following a break in service
shall be eligible to participate in the Plan upon the first Enrollment Date
following no more than 31 days after his or her date of re-employment with
retroactive credit to his or her date of re-employment. Such Participant shall
receive full credit for his or her prior Years of Service for the purpose of
determining his or her vesting in Company Contributions made after his or her
date of re-employment.
- 12 -
ARTICLE III
PARTICIPANT'S CONTRIBUTIONS
Section 3.1. Deferred Contributions. Subject to the limitations prescribed by
----------------------
Sections 3.7, 4.3, 4.5 and 13.1, a Participant may elect to have the Eligible
Compensation otherwise payable to him or her by the Company after the effective
date of his or her election reduced by an amount equal to his or her Deferred
Contributions and have the Company, in lieu of paying him or her the full amount
of Eligible Compensation otherwise payable to him or her for the applicable
payroll periods, make contributions to the Trustee in accordance with Section
3.6 in an amount equal to such Deferred Contributions for credit to his or her
Deferred Contributions Account. Such election shall be made on such form and
within such time period as shall be prescribed by the Committee.
The Deferred Contributions amount shall be in even multiples of at least 1%
of the Participant's Eligible Compensation as the Participant shall have elected
but in no event shall the Deferred Contributions amount exceed the lesser of (i)
10% of such Participant's Compensation or (ii) $7,000 (multiplied by the
Adjustment Factor).
Notwithstanding any other provision of this Section 3.1 of the Plan, in no
event may the amount of Deferred Contributions to this Plan on behalf of any
Participant, in addition to all such deferrals on behalf of such Participant
under all other plans, contracts or arrangements sponsored by the Company or an
Affiliated Company in which a Participant participates, exceed the limitation
imposed by Section 402(g) of the Code in any taxable year of a Participant. If
a Participant participates in any other such plan, contract or arrangement
exceeds the applicable Section 402(g) limitation in a taxable year, he or she
may receive a distribution of the amount of the excess deferral (a deferral in
excess of the applicable limitation) that is attributable to a Deferred
Contribution in this Plan together with earnings thereon, notwithstanding any
limitations on distributions contained in this Plan. Such distribution shall be
made by the April 15 following the Plan Year of the Deferred Contribution
provided that the Participant notifies the
- 13 -
Administrative Committee of the amount of the excess deferral that is
attributable to a Deferred Contribution to this Plan and requests such a
distribution. The Participant's notice must be received by the Administrative
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 Deferred Contributions to this Plan shall be subject to all
limitations on withdrawals and distributions in this Plan."
Section 3.2. Nondeferred Contributions. Subject to the limitations prescribed
-------------------------
by Sections 4.6 and 13.1, a Participant may also elect to make Nondeferred
Contributions to the Plan in even multiples of at least 1% as he or she shall
elect, up to a maximum of 10% of his or her Compensation, but in no event shall
the sum of his or her Deferred Contributions and Nondeferred Contributions
exceed 16% of his or her Compensation. The Company shall deduct each
Participant's Nondeferred Contributions pursuant to this Section 3.2 in such
manner as it may deem appropriate and shall pay them to the Trustee in
accordance with Section 3.6 to be credited to the Participant's Nondeferred
Contributions Account.
Section 3.3. Change in Contributions Rate. A Participant may, upon not less
----------------------------
than 30 days' prior written notice (or such other date as the Committee in its
discretion may determine), change prospectively the rate of his or her Deferred
or Nondeferred Contributions effective as of the first pay date in any calendar
quarter.
Section 3.4. Frequency. Prospective changes in the rate of Deferred or
---------
Nondeferred Contributions pursuant to Section 3.3 may be made no more than once
a calendar quarter.
Section 3.5. Discontinued Contributions. A Participant may, upon not less than
--------------------------
30 days' prior written notice (or such other date as the Committee in its
discretion may determine), discontinue his or her Participant's Contributions.
Any Participant who discontinues his or her Participant's Contributions shall
not be eligible to resume his or her Contributions until the Enrollment Date
next following 90 days after his or her discontinuance.
- 14 -
Section 3.6. Limits on Actual Deferral Percentage on Deferred Contributions.
--------------------------------------------------------------
The Actual Deferral Percentage of Deferred Contributions for Highly Compensated
Employees in any Plan Year shall not exceed the greater of (a) or (b) below:
(a) 125% of the Actual Deferral Percentage for Non-Highly Compensated
Employees; or
(b) 200% of the Actual Deferral Percentage for Non-Highly Compensated
Employees; provided, however, that the Actual Deferral Percentage for Higher
Compensated Employees may not exceed the Actual Deferral Percentage for Non-
Highly Compensated Employees by more than 2 percentage points.
Notwithstanding any other provision of this Plan and in accordance with
applicable with applicable Internal Revenue Service Regulations, in applying the
limitations of this Section 3.6 and Code Section 401(k), all elective
contributions within the meaning of Code Section 401(k) that are made under two
or more plans sponsored by the Company or an Affiliated Company that are
aggregated for purposes of Code Section 401(a)(4) or 410(b) shall be treated as
made under a single plan. If two or more plans sponsored by the Company or an
Affiliated Company are to be permissively aggregated for purposes of this
Section 3.6 and Code Section 401(k), such aggregated plans must satisfy Code
Sections 401(a)(4) and 4l10(b) as though they were a single plan.
Section 3.7. Definition of Highly Compensated Employee.
-----------------------------------------
(a) A Highly Compensated Employee is any individual described in Section
414(q) of the Code, and shall include any employee who at any time during the
current or prior Plan Year is or was: (i) an officer of the Company having an
annual Compensation greater than 50% of the amount in effect under Section
415(b)(1)(A) of the Code for any such Plan Year; (ii) a 5% owner of the Company;
(iii) an employee having an annual Compensation in excess of $75,000 (multiplied
by the Adjustment Factor);
- 15 -
or (iv) an employee having an annual Compensation in excess of $50,000
(multiplied by the Adjustment Factor) and included in the top-paid group as
defined in (b) below. No more than 50 employees (or if less, the greater of 3
or 10% of the employees) shall be considered officers; provided, however, that
the highest paid officer of the Company shall always be deemed to be a Highly
Compensated Employee.
(b) The top-paid group shall include all active employees of the Company
who are among the highest paid 20% of the Company's employees on the basis of
Compensation. Solely for purposes of determining the size of the top-paid
group, the following employees shall be excluded: (i) employees who have not
completed 6 months of service; (ii) employees who normally work less than 17-1/2
hours per week; (iii) employees who normally work not more than 6 months a year;
(iv) employees who have not attained age 21; (v) employees who are covered in a
unit of employees covered by a collective bargaining agreement between employee
representatives and the Company; and (vi) employees who are nonresident aliens
who receive no earned income within the United States.
(c) Solely for purposes of this Section 3.8, Compensation shall include
any Deferred Contribution to the Plan or any elective deferrals to any other
plan of the Company.
(d) Any Compensation paid to, or any Deferred Contributions to the Plan
made by or on behalf of, a family member of a Highly Compensated Employee who is
a 5% owner or who is among the top 10 most Highly Compensated Employees shall be
included as Compensation or contributions of the Highly Compensated Employee and
shall be excluded from the Compensation or Deferred Contribution of Non-Highly
Compensated Employees. A family member shall mean an individual described in
Section 414(q) of the Code including a spouse, lineal ascendant or descendant or
spouse of a lineal ascendant or descendant.
(e) A former employee shall be treated as a Highly Compensated Employee if
he or she was a Highly Compensated Employee at the time he or she separated from
service or at any time after he or she attained age 55.
(f) Any employee who was not a Highly Compensated Employee in the prior
Plan Year shall not be treated as a Highly Compensated Employee
- 16 -
in the current Plan Year unless he or she is a 5% owner or is one of the top 100
highest paid employees on the basis of Compensation.
(g) Solely for purposes of this Section 3.8, Company shall include any
Affiliated Company.
Section 3.8. Return of Excess Contribution. The Plan shall return (without
-----------------------------
regard to any other provision of the Plan) any Excess Contributions (plus
earnings and less losses thereon) to the affected Highly Compensated Employee
within 12 months after the end of the Plan Year to which the Excess
Contributions relate. The Excess Contributions shall be returned to the Highly
Compensated Employee in order of the Actual Deferral Percentages beginning with
the Highly Compensated Employee with the highest Actual Deferral Percentage.
Section 3.9. Return of Excess Deferral. Any Participant may notify the
-------------------------
Committee, on or before March 1 of the year following any taxable year of the
Participant in which he or she has made an Excess Deferral under more than one
plan, that he or she has made an Excess Deferral to the Plan. Upon such notice,
the Committee shall distribute to the affected Participant the amount of such
Excess Deferral (plus earnings and less losses thereon) by not later than April
15 following such taxable year. The Plan may make such distribution without
regard to any other provision of the Plan.
Section 3.10. Rollovers and Direct Transfers.
------------------------------
(a) Subject to the approval of the Committee, the Trustee shall accept a
direct transfer of assets from the Trustee of any other qualified plan described
in Section 401(a) of the Code to be held in the affected Participant's Rollover
Contribution Account.
(b) A Participant who has participated in any other qualified plan
described in Section 401(a) of the Code shall be permitted to make a rollover
contribution (as defined in Section 402(a)(5) of the Code) from any qualified
Trust to the Trust of a qualified total distribution received by the
- 17 -
Participant that is attributable to participation in such other plan (reduced by
any after-tax voluntary contributions he or she made to such plan).
(c) Before approving such a direct transfer or Participant rollover, the
Committee may request from the Participant or his employer, any documents which
the Committee in its discretion deems necessary for such direct transfer or
rollover.
- 18 -
ARTICLE IV
COMPANY CONTRIBUTIONS
Section 4.1. Company Matching Contributions. The rate of Company Matching
------------------------------
Contributions shall be equal to 50% of the Participant's Contributions up to the
first 6% of a Participant's Contributions, and in no event shall the Company's
Matching Contributions exceed 3% of the Participant's Eligible Compensation for
the applicable pay period.
Section 4.2. Company Retirement Contributions. The Company in each Plan Year
--------------------------------
shall contribute to the Trust Fund for each Participant an amount equal to 3-
1/2% of each Participant's Eligible Compensation paid during the Plan Year from
and after his Enrollment Date except as may otherwise be provided by a
Participant Affiliated Company in its Adoption and Consent Agreement.
Section 4.3. Contribution Limitations. In no event shall the sum of Deferred
------------------------
Contributions and Company Contributions exceed the maximum amount deductible
from the Company's income under Section 404 of the Code or the maximum
limitations under Section 415 of the Code as provided in Article XIII.
Section 4.4. Payment. All Company Contributions to the Trust for any Plan Year
-------
shall be paid either in one lump sum or in installments (equal or unequal)
within the time prescribed by law, including extensions granted by the Internal
Revenue Service, for filing the Company's federal income tax return for the
Fiscal Year with or within such Plan Year ends.
Section 4.5. Limits on Actual Contribution Percentage of Company Matching
------------------------------------------------------------
Contributions and Nondeferred Contribution:
- ------------------------------------------
(a) The Actual Contribution Percentage of Company Matching Contributions
and Nondeferred Contributions for Highly Compensated Employees in any Plan Year
shall not exceed the greater of (i) or (ii) below:
- 19 -
(i) 125% of the Actual Contribution Percentage for Non-Highly Compensated
Employees, or
(ii) 200% of the Actual Contribution Percentage for Non-Highly Compensated
Employees; provided, however, that the Actual Contribution Percentage for Highly
Compensated Employees may not exceed 2 percentage points or such lesser amount
as the Secretary of the Treasury shall prescribe to prevent the multiple use of
this alternative limitation with respect to any Highly Compensated Employee.
(b) If the Company Matching Contributions and Nondeferred Contributions
for any Highly Compensated Employee exceed the Actual Contribution Percentage,
the excess nonvested Company Matching Contribution (plus earnings and less
losses thereon) shall be forfeited not later than 2-1/2 months after the end of
the Plan Year to which such excess Contributions relate, and shall be used to
reduce the next due Company Matching Contributions. The excess vested Company
Matching Contribution and Nondeferred Contribution (plus earnings and less
losses thereon) shall be distributed to the affected Participant not later than
12 months after the end of the Plan Year to which such excess Contributions
relate. The excess nonvested Company Matching Contribution shall be forfeited,
and the excess vested Company Contribution and Nondeferred Contribution shall be
distributed to the affected Participants, in order of the Actual Contribution
Percentage, beginning with the Highly Compensated Employee with the highest
Actual Contribution Percentage.
Notwithstanding any other provision of this Plan and in accordance with
applicable with applicable Internal Revenue Service Regulations, in applying the
limitations of this Section 4.5 and Code Section 401(m), all employee and
matching contributions within the meaning of Code Section 401(m) that are made
under two or more plans sponsored by the Company or an Affiliated Company that
are aggregated for purposes of Code Section 401(a)(4) and 410(b) shall be
treated as made under a single plan. If two or more plans sponsored by the
Company or an Affiliated Company are to be permissively aggregated for purposes
of this Section 4.5 and Code Section 401(m), such aggregated plans must satisfy
Code Sections 401(a)(4) and 4l10(b) as though they were a single plan.
- 20 -
ARTICLE V
INVESTMENT OF PARTICIPANT'S AND COMPANY CONTRIBUTIONS
Section 5.1. Options. Each Participant shall designate on a form provided by the
-------
Committee the Investment Fund or Funds described in Article VI in which the
Participant's Contributions and Company Contributions are to be invested by the
Trustee. If a Participant desires to invest such Contributions in more than one
Investment Fund, he or she must designate the proportion in even multiples of
10%. If a Participant fails to make a designation, then all of such
Contributions shall be invested in the Income Investment Fund.
A separate Deferred Contributions Account, Nondeferred Contributions
Account, Company Retirement Contributions Account, Company Matching
Contributions Account shall be maintained for each Participant under each
Investment Fund.
Section 5.2. Change in Investment Election. A Participant may, upon no less
-----------------------------
than 30 days' prior written notice (or such other date as the Committee in its
discretion may determine), change his or her investment election as to future
Participant's Contributions and Company Contributions in accordance with Section
5.1, effective on any future Valuation Date.
Section 5.3. Transfer Among Funds. A Participant may, upon no less than 30
---------------------
days' prior written notice (or such other date as the Committee in its
discretion may determine), reallocate in multiples of 10% of such Participant's
total Funds among the Investment Funds up to 100% of the total value of the
Participant's Accounts effective on any future Valuation Date. If a Participant
elects to transfer amounts from the Viacom Inc. Stock Fund, the portion of the
Participant's proportionate share of Viacom Stock and any non-Viacom Stock
consideration held in the fund that is to be transferred shall be liquidated and
the proceeds transferred in accordance with the Participant's election.
Section 5.4. Frequency. Changes in elections made pursuant to Sections 5.2 and
---------
5.3 may be made no more than once every calendar quarter.
- 21 -
ARTICLE VI
INVESTMENT FUNDS FOR PARTICIPANT'S
AND COMPANY CONTRIBUTIONS
Section 6.1. Income Investment Fund. One or more income funds, as may be
----------------------
available from time to time, invested in fixed income securities, including
securities issued by insurance companies, by financial institutions and by the
U. S. Government and its agencies, such securities being designed to preserve
capital rates of return.
Section 6.2. Equity Fund. One or more diversified equity funds, as may be
-----------
available from time to time, invested in equity securities or securities
convertible into equity securities or in a commingled equity trust for the
collective investment of funds of employee benefit plans qualified under Section
401(a) of the Code (or corresponding provisions of any subsequent Federal
revenue law at the time in effect), excluding, however, any stocks or other
securities of the Trustee. This exclusion shall not apply to any investment in
a commingled trust not proscribed by applicable law.
Section 6.3. Viacom Inc. Stock Fund (Formerly the Paramount Communications Inc.
------------------------------------------------------------------
Stock Fund). A fund designed solely to invest in Viacom Stock or to hold such
- ------------
Viacom stock contributed to the Plan. In addition, the fund may hold all
consideration received in exchange for shares of Paramount Communications Inc.
stock as a result of the merger of a wholly-owned subsidiary of Viacom Inc. with
and into Paramount Communications Inc. on July 7, 1994. To the extent that the
Plan receives contingent value rights ("CVRs") and three and five year warrants
("Warrants"), the portion of Viacom Stock Fund that includes such CVRs and
Warrants will be segregated from the remainder of the assets of the fund and
shall be subject to the management of the Investment Manager described in
Section 11.4(b).
Section 6.4. Balanced Fund. One or more diversified funds, as may be available
--------------
from time to time, designed to be invested in a combination of
- 22 -
equity securities, primarily common stocks, and fixed income securities,
primarily bonds.
Section 6.5. Cash or Short-Term Investments. The Trustee may temporarily hold
------------------------------
cash or make short-term investments pending ultimate investment as contemplated
by Sections 6.1, 6.2, 6.3, 6.4, and 6.5.
Section 6.6. Collective Investment. The Trustee may invest and reinvest all or
---------------------
any portion of the Investment Funds described in Section 6.1, 6.2, 6.3, 6.4 and
6.5 collectively with other such funds which meet the requirements under Section
501(a) of the Code from time to time as the Committee may direct.
- 23 -
ARTICLE VII
PARTICIPANT'S ACCOUNTS
Section 7.1. Accounts. The Committee shall maintain separate Accounts for each
--------
Participant. Such Accounts shall consist of a Deferred Contributions Account
(which may include a rollover sub-account or transfer sub-account), a
Nondeferred Contributions Account, a Company Retirement Contributions Account,
and a Company Matching Contributions Account.
Section 7.2. Valuation of Accounts. As of the last business day of each month,
---------------------
the value of each Investment Fund shall be determined by the Trustee on the
basis of market values using any acceptable method of accounting. The Accounts
in each Investment Fund as of the last day of the preceding month, including
contributions in respect of each month, shall be adjusted on the basis of the
values of such Investment Fund so as to reflect the effect of incomes collected
or accrued, realized and unrealized gains and losses, distributions,
withdrawals, forfeitures, transfers and all other transactions. The value of
each of the Accounts in any Investment Fund as of the last day of each month
shall be the share of the value of such Investment Fund as of the last day of
the preceding month, as so adjusted, together with contributions in respect of
the current month.
- 24 -
ARTICLE VIII
VESTING
Section 8.1. Company Contributions.
---------------------
(a) The Company Matching and Retirement Contributions Accounts shall be
vested in accordance with the following schedule:
Completed Years Applicable
of Employment Percentage
-------------- ----------
2 20%
3 40%
4 60%
5 or more 100%
(b) A Participant shall be fully vested upon his attainment of age 65,
Retirement or death.
Section 8.2. Participant Contributions. The Deferred and Nondeferred
-------------------------
Contribution Accounts shall at all times be 100% vested.
Section 8.3. Years of Employment. For purposes of Section 8.1(a), "Years of
-------------------
Employment" means the number of years of employment with the Company or
Affiliated Company between the date an employee first performed an Hour of
Service and the date he incurred a break in service expressed in years and
completed months before attainment of age 18 except as may otherwise be provided
by a Participating Affiliated Company in its Adoption and Consent Agreement.
In no event will a Participant be credited with less Years of Employment under
the Plan than the Years of Employment with which the Participant was credited
under the Maxwell/Macmillan/Pergamon Retirement Plan on November 18, 1991.
- 25 -
Section 8.4. Amendments to Vesting Schedule.
------------------------------
(a) No amendment to the Plan shall decrease a Participant's Accrued
Benefit except to the extent permitted under Section 412(c)(8) of the Code.
(b) If the Plan's vesting schedule is amended, or the Plan is amended in
any way that directly or indirectly affects the computation of a Participant's
nonforfeitable percentage, such amendment shall not apply to any Participant
with at least 3 Years of Service.
Section 8.5. Forfeiture of Non-Vested Amount.
-------------------------------
(a) Any portion of a Participant's Company Retirement or Matching
Contributions Account that is not vested shall be forfeited on the date he or
she incurs a break in service. Any amount thus forfeited shall be applied
towards future Company Contributions.
(b) If a distribution is made at a time when a Participant has a vested
right to less than 100% of the value of his or her Company Retirement or
Matching Contribution Account as determined in accordance with the provisions of
Section 8.1, and the nonvested portion of such Accounts has been forfeited in
accordance with (a) above, any amount so forfeited shall be restored and shall
be credited to his or her Accounts if he or she is re-employed; provided,
however, that he or she repays to the Trust the amount of his or her prior
distribution without interest before the earlier of 5 years after the date of
re-employment or expiration of 5 years from the date of distribution. Such
amount to be restored shall be paid by the Company.
- 26 -
ARTICLE IX
WITHDRAWALS WHILE EMPLOYED
Section 9.1. Nondeferred Contribution Account. A Participant who is employed
--------------------------------
by the Company may, upon written notice given not less than 30 days prior to any
Valuation Date and not more than once in any 12-month period, withdraw all or
any part of his or her Nondeferred Contributions Account accrued on the
Valuation Date which occurred at least 24 months prior to such written notice.
Withdrawals under this Section 9.1 shall be paid in cash or other property as
soon as practicable after said Valuation Date. The Committee will maintain a
single Nondeferred Contribution Account without regard to the date of actual
contribution to such Account.
Section 9.2. Deferred Contribution Account. A Participant who is age 65 or
-----------------------------
older may, upon written notice given not less than 30 days prior to any
Valuation Date and not more than once in any 12-month period, withdraw all or
any part of his or her Deferred Contributions Account while employed by the
Company.
Section 9.3. Financial Hardship.
------------------
(a) At the discretion of the Committee, a Participant may, upon written
notice given not less than 30 days prior to any Valuation Date and not more than
once in any 12-month period (except in the case of a continuing financial
hardship), be permitted to withdraw all or a portion of his or her Deferred
Contribution Account (exclusive of any earnings credited on and after the
Effective Date which may not be withdrawn while employed) in the event of
immediate and heavy financial need while employed by the Company as provided in
Section 9.3(b) and (c). Such withdrawal is to be made coincident with or
following complete withdrawal of the Participant's Nondeferred Contribution
Account.
(b) Only the following four circumstances will be considered by the
Committee to be a hardship event which confronts the Participant with an
immediate and heavy financial need:
- 27 -
(i) expenses for medical care (other than amounts paid by
insurance) as described in Section 213(d) of the Code previously incurred by or
on behalf of the Participant, the Participant's spouse or any dependent of the
Participant as defined in Section 152 of the Code, or necessary for these
persons to obtain medical care described in Section 213(d);
(ii) costs directly related to the purchase of a principal
residence for the Participant (however, mortgage payments with respect to such
residence are excluded);
(iii) costs related to the payment of post-secondary education
tuition and related educational fees (for the next twelve months) for the
Participant or the Participant's spouse, child or dependent (as defined in
Section 152 of the Code); or
(iv) payments necessary for the prevention of the eviction of the
Participant from a principal residence or foreclosure of the mortgage on the
Participant's principal residence.
(c) A hardship withdrawal will be deemed by the Committee to be necessary
to satisfy an immediate and heavy financial need of the Participant only if all
of the following requirements are met:
(i) the amount of the requested hardship withdrawal does not
exceed the amount necessary to meet the immediate and substantial financial
need; the amount of the immediate and heavy financial need may include any
amounts necessary to pay any federal, state or local income taxes or penalties
reasonably anticipated to result from the hardship distribution;
(ii) the Participant first obtains all distributions (other than
the requested hardship withdrawal) and all nontaxable loans currently available
under all plans maintained by the Company;
- 28 -
(iii) no Deferred or Nondeferred Contribution may be made by the
Participant under any plan maintained by the Company for 12 months after receipt
of the hardship withdrawal; and
(iv) upon expiration of the 12-month suspension period referred
to in Section 9.03(c)(iii), the Participant's maximum annual Deferred
Contributions in the calendar year in which he or she resumes such Contributions
to the Plan are reduced by the amount of such Deferred Contributions made in the
calendar year of the hardship withdrawal.
The Committee shall establish a uniform and non-discriminatory policy for
reviewing Participant applications for withdrawals under this Section 9.3.
Section 9.4. Replacement. A Participant may not replace any amounts withdrawn
-----------
under this Article IX.
- 29 -
ARTICLE X
DISTRIBUTION OF RETIREMENT BENEFITS
Section 10.1. Time and Manner of Distribution.
-------------------------------
(A) Distribution Upon Termination of Employment. A Member whose
-------------------------------------------
employment with the Company or an Affiliate Company is terminated for any reason
shall be entitled, upon written request, in accordance with procedures
established by the Administrative Committee, to receive distribution of his or
her entire Vested Benefit in accordance with the following rules:
(i) If a Participant's Vested Benefit is $3,500 or less, or if
the Participant consents in writing within 60 days of the termination of
employment, distribution of his or her Vested Benefit shall be made as soon as
administratively feasible. The amount of such Participant's Vested Benefit
shall be determined:
(a) in the case of a Participant whose Vested Benefit exceeds
$3,500, as of the Valuation Date coinciding with or immediately following the
date upon which the Administrative Committee receives a written application for
benefits; or
(b) in the case of a Participant whose Vested Benefit is $3,500
or less, as of the Valuation Date coinciding with or immediately following the
date upon which the Administrative Committee receives a written notification of
the Participant's termination of employment.
(ii) If a Participant's Vested Benefit exceeds $3,500, determined
as of the Valuation Date immediately following receipt of written notification
by the Administrative Committee of such Participant's termination of employment,
and he or she does not consent in writing within 60 days of the termination of
employment to an immediate distribution to be made as soon thereafter as
administratively feasible, distribution of his or her Vested Benefit shall be
made in an amount determined as of the
- 30 -
Valuation Date on or immediately after the earlier of the Participant's
attainment of age 65 or death and distribution shall be made as soon thereafter
as administratively feasible.
(B) Manner Of Distribution. Except as provided in (c) below,
----------------------
distributions shall be paid in a single sum.
All amounts in the Participant's Accounts shall be distributed to the
Participant in cash or, at the election of the Participant or his or her
Beneficiary, to the extent shares of Viacom Stock are held in the Participant's
Account, in such shares of Viacom Stock with cash for fractional shares. The
Participant's proportionate share of any non-Viacom Stock consideration held by
Viacom Inc. Stock Fund shall be liquidated and the cash proceeds distributed to
the Participant. Any such elections must be made prior to the date the
Participant had elected for the initial distribution from the Plan and shall be
irrevocable after the date as of which funds are first distributed.
(C) Distribution Upon Death. Upon the death of a Participant, his or her
-----------------------
Beneficiary shall receive the entire value credited to his or her Account as of
the Valuation Date coincident with or next following the date the Administrative
Committee receives written notification of the Participant's death. Such
distribution will be made as soon as practicable thereafter; provided, however,
that a Beneficiary may elect to defer receipt of the value of the Participant's
Account until the calendar year following the Participant's death, in which case
distribution shall be made as soon as practicable following the end of the
calendar year of the Participant's death, in an amount determined as of the last
Valuation Date of such year.
All amounts in the Participant's Accounts shall be distributed to the designated
Beneficiary in cash or, at the election of the designated beneficiary, to the
extent shares of Viacom Stock are held in the Participant's Account, in such
shares of Viacom Stock. The Participant's
- 31 -
proportionate share of any non-Viacom Stock consideration held by the Viacom
Inc. Stock Fund shall be liquidated and the cash proceeds distributed to the
Beneficiary.
(D) Required Income Investment. The Account of a Participant who does not
--------------------------
take an immediate distribution pursuant to Section 10.1(a) shall be invested in
the Income Investment Fund described in Section 6.1(a) as of the Valuation Date
coinciding with or next following the receipt by the Administrative Committee of
written notification that the Participant will not receive an immediate
distribution. If no such written notification is received by the Administrative
Committee in regard to a Participant who is entitled to a deferred distribution
pursuant to Section 10.2(a)(ii), such Participant's Account shall be invested in
the Income Investment Fund described in Section 6.1(a) as of the Valuation Date
occurring on the last day of the sixth month following the month in which the
Administrative Committee receives notification that such Member has terminated
employment.
Section 10.2 Latest Commencement Of Payments
-------------------------------
(a) Notwithstanding the other provisions of this Article X, a
Participant's Account shall begin to be distributed not later than the 60th day
following the end of the Plan Year in which the latest of the following occurs:
(1) the Participant's 65th birthday,
(2) the tenth anniversary of the date on which he or she became a
Participant, or
(3) the date he or she terminates service with an Employer.
(b) Notwithstanding the preceding paragraph, in accordance with Section
401(a)(9) of the Code and any regulations and other guidance issued thereunder,
distribution of any Participant's Account shall be made not later than April 1
of the calendar year following the calendar year in which he or she attains age
70 1/2, provided, however, that if a Participant
- 32 -
is not a five percent owner (as defined in Section 416(i) of the Code) and shall
have attained age 70 1/2 before January 1, 1988, distribution shall be made not
later than April 1 following the calendar year in which the Participant retires.
Any distribution required to be made under this Section 10.2(b) shall be made in
the form of cash installments payable over the life expectancy of the
Participant, provided, however, that upon the Participant's death or other
termination of employment, the balance of the Member's Vested Benefit shall be
paid, pursuant to the Participant's or Beneficiary's election, in accordance
with Section 8.2(b), or 8.2(c).
Section 10.3 Termination of Employment. Except as specifically provided
-------------------------
otherwise in the Plan, for purposes of this Article VIII, a Participant shall
not be considered to have separated from service or terminated employment if he
enters directly into the employ of an Affiliated Company, or if the trade or
business or subsidiary of the Company or the Affiliated Company for whom he is
employed is sold in accordance with Section 14.4.
Section 10.4. Transfers to Another Qualified Plan. At the request of a
-----------------------------------
Participant, any amount which would otherwise be distributed to him or her in a
lump sum under the Plan may be transferred by the Trustee directly to the
Trustee or custodian of a qualified plan described under Section 401(a) of the
Code provided the transferee plan provides for the receipt of such transfers.
Section 10.5. (A) This Section 10.5 applies to distributions made on or after
January 1, 1993 Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this Section, a distributee
may elect, at the time and in the manner prescribed by the Administrative
Committee, to have any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the distributee in a direct
rollover.
(B) Definitions. (1) Eligible rollover distribution: An eligible
------------
rollover distribution is any distribution of all or any portion of the balance
to the credit of the distributee, except that an eligible rollover distribution
does
- 33 -
not include: any distribution 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's designated beneficiary, or for a specified
period of ten years or more; any distribution to the extent such distribution is
required under section 401(a)(9) of the Code; and the portion of any
distribution that is not includible in gross income (determined without regard
to the exclusion for net unrealized appreciation with respect to employer
securities).
(2) Eligible Retirement Plan: An eligible retirement plan is an
------------------------
individual retirement account described in section 408(a) of the Code, an
individual retirement annuity described in section 408(b) of the Code, an
annuity plan described in section 403(a) of the Code, or a qualified trust
described in section 401(a) of the code, that accepts the distributee's eligible
rollover distribution. However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement annuity.
(3) Distributee: A distributee includes an Employee or former
------------
Employee. In addition, the Employee's or former Employee's surviving spouse and
the employee's or former Employee's spouse or former spouse who is the alternate
payee under a qualified domestic relations order, as defined in section 414(p)
of the Code, are distributees with regard to the interest of the spouse or
former spouse.
(4) Direct Rollover: A direct rollover is a payment by the Plan to
----------------
the eligible retirement plan specified by the distributee.
- 34 -
ARTICLE XI
ADMINISTRATION OF THE PLAN
Section 11.1. Powers, Duties and Responsibilities of the Company.
--------------------------------------------------
(a) The Company or its properly authorized designee shall have the power,
duty and responsibility to:
(i) appoint and remove any Trustee or member of the
Administrative Committee; and
(ii) review and monitor the performance of all fiduciaries of the
Plan, including, but not limited to, the Administrative Committee, the Trustee
and the Investment Manager, if any.
(b) Notwithstanding any other provision of the Plan to the contrary, any
action of the Company under Section 11.1 may be exercised by the Board of
Directors, any Executive Committee of the Board of Directors or any Executive
Officer.
Section 11.2. Powers, Duties and Responsibilities of the Administrative
---------------------------------------------------------
Committee.
- ---------
(a) Except as set forth under Section 11.3, the Committee shall be the
Plan Administrator and Named Fiduciary of the Plan with respect solely to the
operation and administration of the Plan and shall have the power, duty and
responsibility to:
(i) adopt and amend the Plan and Trust Agreement;
(ii) terminate the Plan and Trust Agreement in whole or in part;
(iii) appoint and remove any Investment Manager;
(iv) establish a funding policy of the Trustee;
- 35 -
(v) enter into and amend appropriate agreements with the Investment
Manager and Trustee;
(vi) determine the eligibility of any Employee, Participant or
beneficiary to participate in or receive benefits under the Plan;
(vii) determine the amount of any benefit due any person under the
Plan;
(viii) interpret any provision of the Plan;
(ix) authorize the adoption of the Plan by any Affiliated Company;
(x) direct the Trustee to make all distributions under the Plan;
(xi) direct the Trustee to pay all administrative expenses incurred by
the Committee under Section 11.2;
(xii) make and enforce such rules and regulations as may be necessary
and proper for the efficient administration of the Plan;
(xiii) prepare and file all reports relating to the Plan required by
the Act;
(xiv) comply with all disclosure requirements under the Act relating
to the Plan;
(xv) keep and maintain all records of the Plan; and
(xvi) establish procedures in accordance with Section 11.7 for filing
of claims for benefits and for the appeal and review of claims for benefits
which have been denied.
- 36 -
(b) The Committee shall consist of at least 3 persons who shall be
appointed from time to time by the Company or its properly authorized designee.
Any member of the Committee may be removed by the Company with or without cause
or may resign by delivering his written resignation to the Secretary of the
Company and the Secretary of the Committee.
(c) The members of the Committee shall elect from their number a Chairman
and shall elect a Secretary who may, but need not, be one of the members of the
Committee.
(d) The Committee may appoint other persons, agents and committees to
perform such duties as the Committee shall determine, authorize one or more of
its members to execute or deliver any instrument or do any act on its behalf,
and employ counsel, accountants and other fiduciaries to perform such legal,
clerical, accounting, and other services as it may require in carrying out its
duties under this Section 11.2. All expenses of the Committee in administering
the Plan which are not paid by the Company shall be paid from the Trust Fund.
(e) The Committee shall hold meetings upon such notice and at such place
and time as it may from time to time determine.
(f) Other than the bonding requirements under Section 412 of the Act, no
bond or other security shall be required of any fiduciary who is an employee of
the Company.
(g) No member of the Committee who is a full-time employee of the Company
shall receive any compensation from the Plan other than for reimbursement of
actual expenses incurred in the performance of his duties.
Section 11.3. Power, Duties and Responsibilities of the Trustee
-------------------------------------------------
(a) The Trustee shall be the Named Fiduciary of the Plan with respect
solely to the investment, management and control of any Plan assets held by it
in the Trust Fund (other than any Plan assets which are
- 37 -
managed or controlled by an Investment Manager) and shall have such powers,
duties and responsibilities with respect to Plan assets as may be provided in
the Trust Agreement between the Company and the Trustee as in effect from time
to time.
(b) There shall be at least 3 persons and/or one or more banks who shall
be appointed as Trustee from time to time by the Company or its properly
authorized designee. Any Trustee may be removed by the Company with or without
cause or may resign by delivering his or her written resignation to the
Secretary of the Company and the Secretary of the Committee.
(c) The Trustee may appoint other persons, agents and committees to
perform such duties as the Trustee shall determine, authorize one or more of its
members to execute or deliver any instrument or do any act on its behalf, and
employ counsel, accountants and other fiduciaries to perform such legal,
clerical, accounting and other services as it may require in carrying out its
duties under this Section 11.3. All expenses of the Trustee in administering
the Trust Fund that are not paid by the Company shall be paid from the Trust
Fund.
(d) Other than the bonding requirements under Section 412 of the Act, no
bond or other security shall be required of any Trustee or other fiduciary who
is an employee of the Company.
(e) No Trustee or other fiduciary who is a full-time employee of the
Company shall receive any compensation from the Plan other than for
reimbursement of actual expenses incurred in the performance of his or her
duties.
Section 11.4. Powers, Duties and Responsibilities of the Investment Manager.
-------------------------------------------------------------
(a) The Investment Manager, if any, shall be the Named Fiduciary of the
Plan with respect solely to any Plan assets under its management or control and
shall have such powers, duties and responsibilities with respect
- 38 -
to Plan assets as may be provided in any Investment Manager Agreement between
the Committee and the Investment Manager, as in effect from time to time.
(b) With respect to the portion of the Viacom Inc. Stock Fund invested in
CVRs and Warrants as described in Section 6.3, a separate Investment Manager
shall be appointed to manage that portion of the Viacom Inc. Stock Fund.
Subject to the terms of the Investment Manager agreement dated as of June 10,
1994, if a Participant requests a distribution of his interest in the Viacom
Inc. Stock Fund or elects to transfer any amounts from the Viacom Inc. Stock
Fund to any other Investment Fund, the Investment Manager shall sell the
Participant's proportionate share of the CVRs and Warrants held in such fund and
shall remit the cash proceeds to the Trustee for distribution or transfer,
whichever is applicable.
(c) The Investment Manager shall be appointed and removed by the
Committee. The Committee may appoint more than one Investment Manager.
Section 11.5. Liability and Indemnification.
-----------------------------
(a) Neither the Company, any member of the Board of Directors, the
Committee, a non-corporate Trustee nor their respective designees (including
persons described in Sections 11.2 and 11.3 who, are employees of the Company),
shall be liable for any loss, damage or depreciation except due to such person's
gross negligence, willful misconduct or breach of fiduciary duty. The foregoing
provision shall not relieve any person from responsibility or liability for any
responsibility, obligation or duty imposed under Part 4 of Title I of the Act.
(b) In accordance with and to the full extent permitted by applicable law,
the Company shall indemnify and save harmless each member of the Board of
Directors, the Committee, and each non-corporate Trustee and their respective
designees (including persons described in Sections 11.2 and 11.3 who are
employees of the Company), against all
- 39 -
claims, losses, damages, liabilities and expenses (including without limitation,
judgments, fines, penalties, amounts paid in settlement and attorneys' fees)
incurred by them and arising out of or resulting from any act or omission
hereunder or in connection herewith of such member of the Board of Directors and
Committee, and said Trustee or their respective designees, except when the same
is determined to be due to such persons' gross negligence or willful misconduct.
Section 11.6. Allocation of Fiduciary Responsibilities. This Article XI is
----------------------------------------
intended to allocate to each Named Fiduciary the individual responsibility for
the prudent execution of the functions assigned to it hereunder, and none of
such responsibilities or any other responsibility shall be shared by two or more
Named Fiduciaries unless such sharing shall be provided by a specific provision
of the Plan, Trust Agreement or Investment Manager Agreement. Whenever one
Named Fiduciary is required by the Plan, Trust Agreement or Investment Manager
Agreement to follow the directions of another Named Fiduciary, the two Named
Fiduciaries shall not be deemed to have been assigned a shared responsibility,
but the responsibility of the Named Fiduciary giving the directions shall be
deemed its sole responsibility, and the responsibility of the Named Fiduciary
receiving those directions shall be to follow them insofar as such directions
are on their face proper under the Act, the Plan, the Trust Agreement or
Investment Manager Agreement.
Section 11.7. Claims for Benefits. The Committee may require claims for
-------------------
benefits to be filed in writing, on such forms and containing such information
as the Committee may deem necessary. Adequate notice shall he provided in
writing to any participant or any other beneficiary thereof whose claim for
benefits under the Plan has been wholly or partially denied. Such notice shall
set forth: (a) the specific reasons for such denial, (b) specific reference to
the pertinent Plan provisions on which the denial is based, (c) a description of
any additional material or information necessary for the claimant to obtain
review of his claim and (d) an explanation of the Plan's claim review
procedures. Such notice shall be written in a manner calculated to be
understood by the Participant or any other beneficiary and shall afford
reasonable opportunity to the Participant or any other
- 40 -
beneficiary whose claim for benefits has been denied for a full and fair review
by the Committee of the decision denying the claim.
Section 11.8. Service of Legal Process. Any notice to be given to, or any
------------------------
document required to be filed with the Committee or its designees, including
service of legal process in any suit brought against the Plan, will be properly
given, made or filed, if mailed by registered or certified mail, postage prepaid
or delivered to the Secretary of the Administrative Committee.
Section 11.9. Treatment of Proceeds of Tender Offer With Respect To A
-------------------------------------------------------
Participant's Interest In The Common Stock Of Paramount Communications Inc.
- ---------------------------------------------------------------------------
Pursuant to Section 6.3 above, the Trustee shall invest any cash proceeds
received from the tender of any shares of common stock of Paramount
Communications Inc. to Viacom Inc. in a money market fund or other short-term
investment designated by the Named Fiduciary (or its duly authorized delegate),
providing for capital preservation, for a period of time determined by the Named
Fiduciary (or its duly authorized delegate).
- 41 -
ARTICLE XII
MANAGEMENT OF THE FUNDS
Section 12.1. Trust Fund. All assets for providing the benefits of the Plan
----------
shall be held as a Trust Fund for the exclusive benefit of Participants and
their beneficiaries, and, prior to the satisfaction of all liabilities with
respect to them, no part of the corpus or income shall be used for or diverted
to any other purpose. No person shall have any interest in or right to any part
of the Trust Fund, except to the extent provided in the Plan.
Section 12.2. Contributions. All contributions to the Plan shall be paid over
-------------
to the Trustee and held in the Trust Fund established under the Trust Agreement.
Section 12.3. Disbursement of Funds.
---------------------
(a) The funds held by the Trustee shall be applied in the manner
determined by the Committee, to the payment of benefits to such persons as are
entitled thereto in accordance with the Plan.
(b) The Committee shall determine the manner in which the funds of the
Plan shall be disbursed in accordance with the Plan, including the form of
voucher or warrant to be used in authorizing disbursements and the qualification
of persons authorized to approve and sign the same and any other matters
incident to the disbursement of such funds.
(c) All disbursements by the Trustee, except for the ordinary expenses of
the administration of the Trust Fund, including settlement of duly authorized
investment transactions for the account of the Trust Fund, shall be made upon
the written instructions of the Committee.
- 42 -
ARTICLE XIII
LIMITATIONS
Section 13.1. Section 415 Limits.
------------------
(a) Notwithstanding anything contained in the Plan to the contrary, the
total Annual Additions with respect to any Participant for any Limitation Year
commencing on and after January l, 1989 shall not exceed the lesser of 25% of
the Participant's Compensation for such year or $30,000 (multiplied by the
Adjustment Factor). The 25% Compensation limitation shall not apply to: (i)
any contribution for medical benefits (within the meaning of Section 419A(f)(2)
of the Code) after separation from service which is otherwise treated as an
Annual Addition; or (ii) any amount otherwise treated as an Annual Addition
under Section 415(1)(1) of the Code. The dollar Contribution Limitation shall
never be less than the greater of $30,000 (multiplied by the Adjustment Factor)
or one-fourth of the defined benefit dollar limitation set forth in Section
415(b)(1) of the Code as in effect for the Limitation Year.
(b) If any Participant's Annual Additions would exceed the limit
specified, such Participant shall, if he or she is making Nondeferred
Contributions, reduce such Nondeferred Contributions for such calendar year by
the amount of such excess to the extent such Nondeferred Contributions are
included in the Annual Additions. If any excess then remains, such Participant
shall, if Deferred Contributions are being made on his behalf pursuant to
Section 3.1, reduce such Deferred Contributions to the extent necessary to
eliminate the excess.
Any excess amounts remaining after the foregoing adjustments are made
and any forfeitures shall be credited to a suspense account and applied to
reduce Company Contributions. In the event the Plan is terminated and there are
amounts which cannot be allocated to Participants' Accounts due to the foregoing
limits, such amounts will be returned to the Company.
- 43 -
If it becomes necessary to make an adjustment in annual additions to a
Participants' Account under this Plan, either because of the limitations as
applied to this Plan in combination with another plan, the Plan:
(1) Shall pay to the Participant, to the extent necessary and as soon
as administratively feasible, the unmatched Nondeferred Contributions, if any,
made on behalf of the Participant and any earnings thereon;
(2) Shall pay to the Participant, to the extent necessary and as soon
as administratively feasible, the unmatched Deferred Contributions, if any, made
on behalf of the Participant and any earnings thereon;
(3) Shall pay to the Participant, to the extent necessary and as soon
as administratively feasible, the amount of the matched Nondeferred
Contributions made on the Participant's behalf and any earnings thereon;
(4) Shall pay to the Participant, to the extent necessary and as soon
as administratively feasible, the amount of the matched Deferred Contributions
made on the Participants' behalf and any earnings thereon. The Matching
Contributions made in accordance with Section 4.1 with respect to such matched
Deferred Contributions and any earnings thereon shall be allocated to the extent
necessary and as soon as administratively feasible to a suspense account and
then treated as Company Contributions in the next Plan Year. For purposes of
this Subparagraph 13.1(b)(2)(D), Company Matching Contributions shall be
allocated to the suspense account before Company Retirement Contributions.
(5) Shall allocate to the extent necessary and as soon as
administratively feasible, the amount of any remaining Company Contributions and
earnings thereon to a suspense account and which amount will then be treated as
Company Contributions made in the next Plan Year; and
- 44 -
(6) Shall limit other Company Contributions made.
(c) In the event that any Participant is, or was, covered under a defined
benefit plan and a defined contribution plan (whether or not terminated)
maintained by the Company, the sum of the Participant's defined benefit plan
fraction and defined contribution plan fraction may not exceed 1.0 in any
Limitation Year;
(i) The defined benefit plan fraction is a fraction, the
numerator of which is the sum of the Participant's projected annual benefits
under all defined benefit plans maintained by the Company (whether or not
terminated), and the denominator of which is the lesser of (i) 1.25 times the
limitation of Section 415(b)(1)(A) of the Code in effect for the Plan Year or
(ii) 1.4 times the Participant's average Compensation for the 3 consecutive
years that produces the highest average. The term "projected annual benefit"
shall mean the annual benefit to which the Participant would be entitled under
the terms of the Plan, if the Participant continued in employment until normal
retirement age (or his actual age, if later) and the Participant's Compensation
for the Plan Year and all other relevant factors used to determine such benefit
remained constant until normal retirement age (or his actual age, if later).
(ii) The defined contribution plan fraction is a fraction, the
numerator of which is the sum of the Annual Additions to the Participant's
Accounts under all defined contribution plans maintained by the Company (whether
or not terminated) for the current and all prior Plan Years, and the denominator
of which is the sum of the lesser of the following amounts determined for such
year and for each prior year of service with the Company: (i) 1.25 times the
limitation in effect under Section 415(c)(1)(A) of the Code for such year, or
(ii) 1.4 times the amount which may be taken into account under Section
415(c)(1)(B) of the Code. Notwithstanding any other provision of this
Subsection 13.1(c), if in a subsequent year the limitations described in
Subsection (c) hereof are increased due to cost of living adjustments or any
other factor, the freeze or
- 45 -
reduction of a Participant's benefits shall lapse to the extent that additional
benefits may be payable under the increased limitations.
(iii) In the event that in any Plan Year the sum of the defined
benefit plan fraction and the defined contribution plan fraction shall exceed
1.0, the rate of benefit accrual under the defined benefit plan shall be reduced
so that the sum of such fractions equal 1.0.
Section 13.2 Other Limits. Notwithstanding any other provision of the Plan to
-------------
the contrary, each Participant's Deferred Contribution and each Company
Contribution shall be conditioned upon the deductibility of such contribution
under Section 404 of the Code and further conditioned on the Plan's initial
qualification under Section 401 of the Code. Should the Plan not qualify under
Section 401 or deduction be disallowed, the Trustee shall, at the direction of
the Company, return any such Contribution to the Participant or Company,
whichever is applicable, Company within one (1) year after the disallowance of
the deduction or the date of disqualification, as the case may be. Moreover, in
the event that any of such contribution shall be made by the Company by reason
of a mistake of fact, the Trustee shall, at the direction of the Company, return
such contribution to the Participant or Company, whichever is applicable, within
one (1) year after the date of payment of any such contribution.
- 46 -
ARTICLE XIV
GENERAL PROVISIONS
Section 14.1. Use. No part of the Trust Fund shall be used for, or diverted
---
to, purposes other than for the exclusive benefit of Participants or their
beneficiaries.
Section 14.2. Alienation. The income and principal of the Trust Fund are for
----------
the sole use and benefit of the Participants and beneficiaries of the Plan, and,
to the extent permitted by law, shall be free, clear, and discharged of and
from, and are not to be in any way liable for, debts, contracts or agreements,
now contracted or which may hereafter be contracted, and from all claims and
liabilities now or hereafter incurred by any Participant or beneficiary. Other
than as permitted by the Act, and as expressly set forth in the Plan, no
contributions made by the Company to the Trust Fund under the Plan shall at any
time revert to the Company. No Participant or Beneficiary of a Participant
under this Plan shall have the right to commute, withdraw, surrender, encumber,
alienate or assign any of the income or principal of the Trust Fund or any of
the benefits to become due unto any person or persons under the Agreement of
Trust or the Plan except as specifically provided by the terms of the Agreement
of Trust or the Plan. The preceding restrictions on alienation of benefits
shall not apply to any domestic relations order entered on or after January 1,
1985 which the Committee determines to be a qualified domestic relations order
as defined in Section 414(p) of the Code.
Section 14.3. Merger. In the case of any merger or consolidation of the Plan
------
with, or transfer of assets or liabilities respecting the Plan to, any other
plan, each Participant or beneficiary in the Plan shall (if the Plan has then
terminated) receive a benefit immediately after such merger, consolidation or
transfer which is no less than the benefit he would have been entitled to
receive immediately before such merger, consolidation or transfer (if the Plan
had then terminated).
- 47 -
Section 14.4. Distribution Upon Sale. Upon the sale of substantially all of
----------------------
the assets 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,
for the sole purpose of determining whether a Participant is entitled to a
benefit distribution under the Plan, a Participant who is employed by such trade
or business or subsidiary and who continues in the employ of the employer which
acquires the assets of such trade or business or acquires the interest of such
subsidiary shall not be considered to have separated from service.
Notwithstanding such sale, the vested portion of such Participant's Accounts
shall be distributed at such time and in such manner as provided under Articles
IX and X hereof, unless the Administrative Committee amends the Plan to provide
for an acceleration of the time of distribution of the affected Participants
Accounts.
Section 14.5. Assumption of Risk. Each Participant assumes all risks connected
------------------
with any decrease in the market price of any securities in the respective Funds,
and such Funds shall be the sole source of payments under the Plan.
Section 14.6. Amendment. The Committee reserves the right, to amend, modify,
---------
suspend or terminate the Plan. No amendment, modification, suspension, or
termination of the Plan shall violate the anti-cutback rules of Section 8.4 have
the effect of providing that the funds held in trust by the Trustee, or the
income thereof, may be used for or diverted to purposes other than the exclusive
benefit of the Participants and their beneficiaries and defraying the reasonable
expenses of administering the Plan. The Committee retains the right to amend
the Plan at any time retroactively in effect if necessary to qualify the Plan or
the Trust under Section 401 of the Code or corresponding provisions of any
subsequent revenue law.
Section 14.7. Termination. In the event that the Plan shall be partially or
-----------
completely terminated or the Company shall permanently discontinue making
contributions under the Plan, all amounts then credited to the accounts of the
affected Participants shall immediately be fully vested and nonforfeitable. The
Trustee shall continue to hold the Accounts of
- 48 -
Participants in the Trust Fund in accordance with the provisions of the Plan
(other than provisions related to forfeiture), without regard to such
termination until all funds in such Accounts have been distributed in accordance
with such provisions.
Section 14.8. Governing Law. The Plan shall be governed by and construed in
-------------
accordance with the laws of the State of New York except to the extent that the
laws of the State of New York have been specifically preempted by the Act or
other Federal legislation.
Section 14.9. Masculine Gender. As used herein the masculine gender shall
----------------
include the feminine gender and the singular shall include the plural in all
cases where such meaning would be appropriate.
Section 14.10. Agent. The Plan Administrator is the designated agent of the
-----
Plan for the service of process in connection with all matters affecting the
Plan.
Section 14.11. Section Headings. The section headings contained in the Plan are
----------------
for reference purposes only and shall not affect in any way the meaning or
interpretation of the Plan.
- 49 -
ARTICLE XV
PARTICIPATING AFFILIATED COMPANIES
Section 15.1. Participating Companies. Except where the context clearly
-----------------------
provides otherwise or as hereinafter provided, any reference in the Plan to the
term "Company" shall also mean any Participating Affiliated Company with respect
to its Employees only, as though the term "Participating Affiliated Company" was
substituted for the term "Company." Each Participating Affiliated Company, by
adopting the Plan for its Employees, appoints the board of Directors or the
Committee as its agent to amend or terminate the Plan or Trust Agreement on its
behalf without further consent of such Participating Affiliated Company. If any
Participating Affiliated Company desires (or is required to withdraw because it
is no longer an Affiliated Company) to withdraw from participation in the Plan
and to adopt another qualified plan for the benefit of its Employees, such
withdrawal from the Plan shall not, to the extent permitted by the Act, be
regarded as a termination of the Plan so far as that Participating Affiliated
Company and its Employees are concerned. The rights of such Employees shall
thereafter be governed solely in accordance with the provisions of such other
qualified plan, if any, adopted for their benefit. Any Company, whether or not
such Participating Affiliated Company adopts another qualified plan for the
benefit of its Employees shall not, to the extent permitted by the Act, effect a
termination of the plan as to the Company or any other Participating Affiliated
Company and their Employees.
- 50 -
ARTICLE XVI
SPECIAL TOP-HEAVY RULES REQUIRED BY TEFRA
Section 16.1. Purpose. The purpose of this Article XVI of the Plan is to
-------
comply with the special rules applicable to so-called "top-heavy" plans
contained in Section 416 of the Code and the regulations issued thereunder.
This Article XIV shall only apply in the event that the Plan should become top-
heavy as defined in Section 16.2. Moreover in the event that Congress should
provide by statute, or the Internal Revenue Service should provide by regulation
or rule, that any limitations imposed by this Article XVI are no longer
necessary for the Plan to meet the requirements of Section 401(a) or other
applicable provisions of the Code then in effect, these rules shall immediately
become null and void and shall no longer apply without the necessity of further
amendment to the Plan.
Section 16.2. Determination of Top-Heaviness. The Plan shall be considered to
------------------------------
be top-heavy, if as of the most recent determination date (the last day of the
preceding Plan Year) the sum of the Account balances (including any part of any
Account balance described in the 5-year period ending on the determination date)
for Key Employees is more than 60% of the sum of the Account balances (including
any part of any Account balance distributed in the 5-year period ending on the
determination date) for all employees, excluding former Key Employees. All the
rules contained in Section 416 of the Code and the regulations issued thereunder
relating to the determination of top-heaviness are incorporated by reference.
Section 16.3. Determination of Key Employee. A Key Employee is any employee,
-----------------------------
former employee or Beneficiary who, at any time during the current or 4
preceding Plan Years, is or was: (1) an officer of the Company having an annual
Compensation greater than 50% of the amount in effect under Section 415(b)(1)(A)
of the Code for any such Plan Year; (2) one of the 10 employees having annual
Compensation from the Company of more than the limitation in effect under
Section 415(c)(1)(A) of the Code and owning (or considered as owning within the
meaning of Section 318 of the
- 51 -
Code) the largest interests in the Company but not less than .5%; (3) a 5% owner
of the Company; or (4) a 1% owner of the Company having an annual Compensation
from the Company of more than $150,000. A non-key employee is either a former
Key Employee or an employee who is not a Key Employee. No more than 50
employees (or if less, the greater of 3 or 10% of the employees) shall be
considered officers. For purposes of clause (2), if 2 employees have the same
interest in the Company, the employee having the greater annual Compensation
from the Company shall be treated as having a larger interest. If any
individual is a non-key employee for any Plan Year, but such individual was a
Key Employee with respect to any prior Plan Year, any Accrued Benefit of such
employee shall not be taken into account under Section 16.2. If any individual
has not performed any service for the Company at any time during the five-year
period ending on the determination date, any Accrued Benefit for such individual
shall not be taken into account. In determining percentage ownership for
purposes of this Section 16.3, the constructive ownership rules contained in
Section 318 of the Code shall be applicable. All the rules contained in Section
416 of the Code and regulations issued thereunder relating to the definition of
Key Employees and non-key Employees are incorporated by reference.
Section 16.4. Aggregation Rules. All corporations and businesses that are
-----------------
aggregated with the Company under Section 414(b), (c) and (m) of the Code are
required to be included with the Company as a single employer for the purpose of
determining top-heaviness. All plans of the Company in which a Participant who
is key employee participates and each other plan of the Company which enables
any plan in which a key employee participates to meet the requirements of
Section 401(a)(4) or Section 410 of the Code shall be aggregated as part of a
required aggregation group for the purpose of determining top-heaviness. Each
plan in the required aggregation group shall be top-heavy, if the group is top-
heavy and no plan in the group shall be top-heavy, if the group is not top-
heavy. Although not required, the Committee may elect to include as part of the
aggregation group any plans that are not part of the required aggregation group
as described above, but which satisfy the requirements of Sections 401(a)(4) and
410 of the Code when considered together with the plans constituting the
required
- 52 -
aggregation group. In the event the aggregation group elected by the Committee
is top-heavy, only those plans that are part of the required aggregation group
shall be subject to the additional requirements placed on top-heavy plans.
Section 16.5. Special Vesting and Minimum Contribution Rules and Compensation
---------------------------------------------------------------
Limitation Becoming Operative in the Event the Plan Becomes Top Heavy.
- ----------------------------------------------------------------------
In the event that the Plan shall be determined to be top-heavy in any Plan
Year, the following special minimum vesting and minimum contribution
requirements, and compensation limitation, shall become operative for such Plan
Year:
(a) The nonforfeitable portion of a Participant's Accrued Benefit
attributable to Company Contributions, except for a Participant who does not
complete an Hour of Service after the Plan becomes top heavy, shall be
determined in accordance with the minimum vesting schedule set forth below, if
such schedule would result in a greater percentage of the Accrued Benefit being
forfeitable than the vesting provisions set forth in Article VIII:
Nonforfeitable Percentage
of Accrued Benefit
Attributable Years of Service to Company Contributions
---------------------------- ------------------------
2 20%
3 40%
4 60%
5 80%
6 or more 100%
For the purposes of the minimum vesting schedule the term "Years of Service"
shall include only those years of service required to be counted under Section
411(a) of the Code and shall disregard all years of service permitted to be
disregarded under Section 411(a)(4).
- 53 -
(b) For each Plan Year in which the Plan is "top heavy" the Company
Contributions allocated to the Account of a Participant who is not a Key
Employee shall equal the lesser of (i) 3% of Compensation for that Plan Year and
(ii) the largest percentage of Compensation allocated to the account of a
Participant who is a Key Employee under the Plan for that Plan Year. All
Participants who have not terminated employment as of the last day of the Plan
Year shall receive the minimum contribution, even if the Participant (i) failed
to complete 1,000 Hours of Service during the Plan Year or, (ii) declined to
make Deferred Contributions to the Plan, but must be considered a Participant to
satisfy the coverage requirements of Section 410(b) of the Code in accordance
with Section 401(a)(5) of the Code.
(c) In the event that the Plan shall be determined to be top-heavy in any
Plan Year, the denominators of the defined benefit fraction described in Section
13.1 and the defined contribution fraction described in Section 13.1 shall be l
times rather than 1.25 times.
Section 16.6. Cessation of Top-Heavy Status. If the Plan ceases to be top-
-----------------------------
heavy, this Article XVI shall be inoperative with respect to any Plan Year for
which the Plan is determined not to be top-heavy. In addition, Section 16.5(a)
shall be inoperative, except that the nonforfeitable portion of a Participant's
Accrued Benefit shall not be reduced as a result of the Plan ceasing to be top-
heavy.
Section 16.7. Combined Plans. In the event any Participant in the Plan is also
--------------
a Participant in a defined benefit plan maintained by the Company during a Plan
Year in which both the Plan and the defined benefit plan are top-heavy, the
Participant shall receive a minimum accrued benefit under the defined benefit
plan and shall not be entitled to any minimum benefit under the defined
contribution plan.
- 54 -
ARTICLE XVII
SIGNATURE
The Plan as herein stated has hereby been approved and adopted to be
effective as of the dates set forth herein this February 1, 1995.
PRENTICE HALL INC.
By:____________________________
Title:___________________________
- 55 -
Exhibit 4.4
SAVINGS AND INVESTMENT PLAN
FOR EMPLOYEES OF PVI TRANSMISSION INC.
AND ITS SUBSIDIARIES
Effective as of January 1, 1994
As amended through December 31, 1994
ARTICLE I
---------
BACKGROUND
----------
1.1 PVI Transmission Inc. established the Savings and Investment SIP
for Employees of PVI Transmission Inc. and Its Subsidiaries (the "SIP")
effective January 1, 1994 for the benefit of its employees and those of
related companies that participate in the SIP. The purpose of the SIP is
to provide a convenient way for employees to save for their retirement.
1.2 It is the intention of the Employers that the SIP and its
related trust fund 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 that the SIP be qualified under
Sections 401(a) and its related trust fund exempt from taxation under
Section 501(a) of the Code, and that, in addition, the SIP 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.
1.3 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 SIP 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-
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 SIP on behalf of any
Participant or Beneficiary. In addition, the Committee shall allocate and
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.
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-
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
-3-
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 SIP shall be treated as a
Beneficiary hereunder, to the extent provided by such order.
2.8 "Benefit Service" shall mean service credited pursuant to
Paragraph 4.4.
2.9 "Board" shall mean the Board of Directors of the Company.
2.10 "Break in Service" shall mean a period of severance from service
as determined in accordance with Paragraph 4.2 and Paragraph 4.3.
2.11 "Committee" shall mean the Compensation Committee of the Board
of the Company or its designee.
2.12 "Company" shall mean PVI Transmission Inc., a Delaware
Corporation.
2.13 "Compensation" shall mean the regular compensation paid to a
Participant with respect to any Payroll Period, inclusive of 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
-4-
pay, bonuses, commissions, hazard pay, shift differential pay, and on-call
pay paid during any Payroll Period, but exclusive of deferred compensation,
incentive compensation, and additional compensation of every other kind.
Notwithstanding the foregoing, for purposes of Paragraphs 2.3 and 2.14,
"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; provided that the total amount of Compensation
taken into account for purposes of Paragraphs 2.3 and 2.14 for any Plan
Year shall not exceed the applicable 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. In determining a Participant's Compensation for this
purpose, the family aggregation rules of Section 414(q)(6) 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
annual Compensation 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. In the case of an Employee who begins, resumes, or ceases
-5-
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.
2.14 "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), Salary Reduction
Contributions treated as Matching Employer Contributions pursuant to
Paragraph 15.2(c), and any Qualified Nonelective Contributions or
additional Matching Employer Contributions made pursuant to Paragraph
15.2(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.
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 thereun-
der.
2.15 "Disability" shall mean a permanent and total disability as
determined by the Social Security Administration or any disability that
qualifies an Employee for benefits under the provisions of the long term
disability plan of the Employer or the Affiliated Company, whichever shall
occur first. The determination of whether a Participant has incurred a
Disability for purposes of the SIP shall be made by the Committee or its
delegate.
-6-
2.16 "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).
2.17 "Employee" shall mean an employee of the Company or an
Affiliated Company. Solely for purposes of the SIP, a U.S. citizen
employed by a foreign subsidiary shall be deemed to be an Employee in the
Employment of the 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.
2.18 "Employer" shall mean the Company and any division of the
Company, except as otherwise indicated in Appendix A. The term "Employer"
shall include any Affiliated Company which is designated by the Board as an
Employer under the SIP and whose designation as such has become effective
and has continued in effect. 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 SIP. A list of the Affiliated Companies
-7-
designated as Employers under the Plan is included in Appendix B. In the
case of an Affiliated Company, the designation shall become effective only
when it shall have been accepted by the board of directors of the
Affiliated Company. Such an Affiliated Company may revoke its acceptance
of such designation at any time, but until such acceptance has been revoked
all of the provisions of the Plan and amendments thereto shall apply to the
Participants of that Affiliated Company.
2.19 "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and regulations issued pursuant to
said Act.
2.20 "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)) 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.
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) 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) 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.
-8-
2.21 "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) and prior to the application of the
leveling procedure described below) plus any Qualified Nonelective
Contributions made pursuant to Paragraph 15.1(d) minus the product of the
Participant's Actual Deferral Percentage (determined after application of
Paragraph 15.1(b) and after the leveling procedure described below)
multiplied by the Participant's Compensation. 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) 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) are satisfied.
2.22 "Former Participant" shall mean a person whose active
participation in the SIP 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 SIP.
2.23 "Fund" shall mean the Trust Fund held by the Trustee in
accordance with the Trust Agreement and will consist of separate Funds as
herein described. The Company 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
-9-
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 SIP with respect to any assets of the SIP which are invested in such
funds.
The Funds described herein also include amounts transferred from
the Viacom Investment Plan which, upon such transfer, were invested in the
Funds as directed under such Plan by each affected Participant.
The Funds described herein include:
(a) "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.
(b) "Putnam Daily Dividend Trust" 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.
(c) "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.
(d) "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.
-10-
(e) "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.
(f) "Putnam Voyager Fund" aggressively seeks capital
appreciation through investment in common stocks, as determined by the
Fund's investment manager.
2.24 "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) 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:
(1) 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),
(2) 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
(3) was an Officer earning more than fifty percent (50%)
of the dollar limitation under Section 415(b)(1)(A) of the Code.
(b) A "Highly Compensated Active Employee" also includes an
Employee described in the preceding sentence if
-11-
(1) 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
(2) 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.
(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 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
-12-
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) 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.
(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 2.16 of the SIP,
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
-13-
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).
2.25 "Hour of Service" shall mean each hour credited under Paragraph
4.2.
2.26 "Leased Employee" shall mean any person as defined in Section
414(n)(2) of the Code.
2.27 "Matched 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.
2.28 "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.
2.29 "Qualified Nonelective Contributions" shall mean contributions
that are made pursuant to Paragraphs 15.1(d) and 15.2(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) and 15.2(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 SIP; 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
-14-
necessary to reflect the amount of such contributions made for purposes of
satisfying the limitations of Paragraphs 15.1(a) or 15.2(a). Qualified
Nonelective Contributions may be taken into account for purposes of the
limitations in Paragraphs 15.1(a) or 15.2(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.
2.30 "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.
2.31 "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 SIP. Such term shall, if the context shall
permit, include a Former Participant.
2.32 "Payroll Period" shall mean the regular period (whether weekly
or biweekly or semimonthly or otherwise) on which Compensation payments are
based.
2.33 "Plan Year" shall mean the twelve-month period which begins on
each January 1.
2.34 "Rollover Contributions" shall mean contributions made by
Participants in accordance with Paragraph 5.12.
-15-
2.35 "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.
2.36 "Severance Date" shall mean the date upon which service is
severed as determined under Paragraph 4.3.
2.37 "SIP" shall mean the Savings and Investment Plan for Employees
of PVI Transmission Inc. and Its Subsidiaries as described herein and any
amendment thereto.
2.38 "Trust Agreement" shall mean the trust agreement by and among
the Employers and the Trustee, dated as of January 1, 1994, as the same may
at any time and from time to time be amended.
2.39 "Trustee" shall mean the Trustee acting under the Trust
Agreement.
2.40 "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.
2.41 "Valuation Date" shall mean 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.
2.42 "Vesting Service" shall mean an Employee's service, as
determined under Paragraph 4.3.
2.43 "Year of Eligibility Service" shall mean the period of Service
as defined in Paragraph 4.2 which is used in determining a Part-Time
Employee's eligibility to participate in the SIP.
-16-
2.44 "Year of Vesting Service" shall mean the period of Service, as
defined in Paragraph 4.3, which is used in determining a Full-Time or
Part-Time Employee's nonforfeitable right to Matching Employer
Contributions. Such term shall also be utilized in determining a Full-Time
Employee's eligibility to participate in the SIP.
-17-
ARTICLE III
-----------
ELIGIBILITY FOR PARTICIPATION
-----------------------------
3.1 Eligibility:
-----------
(a) Each Full-Time Employee of an Employer will be eligible to
become a Participant on the first day of the month in which he completes
one Year of Vesting Service; provided that he is employed by an Employer at
such time and he satisfies the requirements of Paragraph 3.2.
(b) Each other Part-Time Employee of an Employer will be
eligible to become a Participant on the first day of the month following
the completion of 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) The preceding notwithstanding, any Full-Time Employee or
Part-Time Employee who has satisfied the applicable service requirements by
reason of prior service credited under Paragraph 4.1 will be eligible to
become a Participant on January 1, 1994.
(d) Notwithstanding the foregoing, the following Employees are
not eligible to participate under the SIP: (i) any Employee who is not
principally employed in the United States and/or a citizen of the United
States, (ii) any Employee included in a group determined by the Board not
to be eligible for participation in the SIP (including, but not limited to,
free-lance employees), (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 SIP, (iv) any Employee who is a United States
-18-
citizen employed by a foreign subsidiary, unless specifically designated by
the Board to be eligible for participation in the SIP, or (v) any Employee
who is a Leased Employee.
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 SIP on the form or
forms provided by the Committee. An Employee's participation will become
effective on the first day of the month in which occurs the first Payroll
Period next following the date such election is received by the Committee.
3.3 Reemployed Participants: An Employee who was a Participant in
-----------------------
the SIP 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, completes an Hour of Service, and
satisfies the requirements of Paragraph 3.2. An 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. An
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 Service being measured
from his original date of hire.
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 SIP, 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(d), his active participation under the SIP shall be suspended. During
the period of his employment in
-19-
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. His
eligibility for any loans, withdrawals or other distributions under the SIP
shall be determined by the applicable SIP provisions.
-20-
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. 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 Viacom
International Inc. and Showtime Networks Inc. shall be credited under the
SIP for purposes of determining an Employee's eligibility and vesting,
subject to applicable limitations herein.
4.2 Year of Eligibility Service:
---------------------------
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; provided, however, that any Service credited under Section
4.1 shall be counted in determining whether an Employee has completed at
least 1,000 Hours of
-21-
Service. 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 the
Company or an Affiliated Company; provided that seven hours shall be
credited for each calendar day which is a scheduled workday for the Company
or Affiliated Company, 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:
(i) temporary layoff,
(ii) 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,
(iii) unpaid jury duty, or
(iv) 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
-22-
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:
-----------------------
An Employee's Vesting Service shall be measured in years and days
(with each 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. 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.
-23-
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, layoff 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 SIP. 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 Benefit Service:
---------------
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
Matched or Unmatched Contributions made to the SIP on his behalf. If a
Participant is unable to have Matched Contributions made to the SIP solely
due to the limitations of Paragraph 15.1 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 Matched or Unmatched Contributions made to the SIP
shall not be counted as Benefit Service. A Participant shall not
-24-
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 SIP shall include
periods of Benefit Service credited to such Participant under the Viacom
Investment Plan, whether or not assets are transferred to the SIP in
accordance with Paragraph 5.13.
4.5 Additional Service Credit:
-------------------------
The Committee or its designee, in its sole discretion, may provide
additional credit for purposes of determining Vesting Service, Eligibility
Service or Benefit Service for periods not required to be credited under
this Article IV, provided that the Committee shall act in a
nondiscriminatory manner.
-25-
ARTICLE V
---------
CONTRIBUTIONS
-------------
5.1 Matched Contributions: A Participant's Matched 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 from 1% to 5%, inclusively, of his
Compensation, subject to Paragraph 5.13.
5.2 Unmatched Contributions: A Participant's Unmatched
-----------------------
Contributions shall mean the sum of those contributions in excess of
Matched Contributions made by his Employer as Salary Reduction
Contributions, which may be in an amount equal to a stated whole percentage
which, including such Matched 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 5.2 when added to the Participant's Matched
Contributions made under Paragraph 5.1, exceed 15% of the Participant's
Compensation, subject to Paragraph 5.13.
5.3 Election of Salary Reduction and After-Tax Contributions:
--------------------------------------------------------
Subject to Sections 5.1 and 5.2, each Participant may authorize (on forms
prescribed by the Committee) his Employer to contribute Salary Reduction
Contributions to the SIP for a Plan Year on his behalf by payroll
deduction, for each Payroll Period within an Accounting Period, which shall
be designated as Matched Contributions to the extent of the first 5%,
inclusively, of his Compensation and which shall be designated as Unmatched
Contributions to the extent such
-26-
amounts exceed 5% of his Compensation for such Plan Year. Each Participant
may, in addition to Salary Reduction Contributions, make an election (on
forms prescribed by the Committee) to contribute After-Tax Contributions to
the SIP 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 filing an election on a prescribed
form, may change the foregoing percentages at any time in the Plan Year
subject to the limitations herein. Any such change will become effective
as of the first Payroll Period in the calendar quarter which begins after
the date such election is received by the Committee, provided that such
election is received by the Committee at least 10 business days prior to
the first day of such calendar quarter (or within such other period
required by the Committee), and provided, further, that if a Participant's
Salary Reduction Contributions are reduced in accordance with Paragraph
15.1(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.
5.5 Suspension of Contributions: A Participant may, by filing a
---------------------------
written election with the Committee on prescribed forms, elect to suspend
all of his Matched Contributions and Unmatched Contributions, if any,
effective no later than the first Payroll Period next following the date
such election is received by the Committee. In order to resume such
contributions, the Participant must follow the procedure described in
Paragraph 3.2 as though he were a new Participant. A Participant will not
be permitted to make up suspended contributions. Further,
-27-
a Participant will not be allowed to resume his contributions during any of the
suspension periods described in Paragraph 5.6. During any period in which
a Participant's Matched Contributions are suspended, the Matching Employer
Contributions to the Participant's Account will also be suspended.
Suspension of the Participant's Unmatched Contributions will not cause
suspension of the Matching Employer Contributions made with respect to him.
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 to Viacom International Inc., Showtime Networks Inc.
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 5.13, each Employer will contribute an amount
equal to (i) 40% of the Matched Contributions to the SIP 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 as determined under
-28-
Paragraph 4.3 and (ii) 50% of the Matched Contributions to the SIP 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 five or more Years of Vesting Service as determined under
Paragraph 4.3. Such contributions shall not be limited by the current or
accumulated profits of the Employers. In accordance with Paragraph
15.2(c), additional Matching Employer Contributions may be made in order to
comply with the requirements of Paragraph 15.2(a). Notwithstanding the
foregoing, each Employer shall make such additional contributions as
necessary to assure that the Matching Employer 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).
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 in accordance with the
terms of the Trust Agreement. Amounts contributed by the Employer will be
remitted to the Trustee as soon as practicable after any Accounting Period
in which a Payroll Period ends and the Trustee shall invest such
transferred amounts in accordance with the Participant's investment
election under Paragraph 7.1. The Committee shall credit the appropriate
Accounts of the respective Participants whose contributions are so paid to
the Trustee.
-29-
5.10 Refund of Matching Employer Contributions: All Matching
-----------------------------------------
Employer Contributions are hereby conditioned on their being allowed as a
deduction for federal income tax purposes by the Employer. A Matching
Employer Contribution shall be refunded to the Employer if such
contribution:
(a) was made by a mistake of fact;
(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; or
(c) was made on the condition that the Plan be initially
qualified under Section 401(a) of the Code and such initial qualification
has been denied.
The permissible refund under (a) must be made within one year from the
date the contribution was made to the SIP, and under (b) must be made
within one year from the date of disallowance of the tax deduction and
under (c) must be made within one year from the date of the denial provided
that the application for such determination shall be made within the time
prescribed by law.
5.11 Additional Employer Contributions: If, with respect to any Plan
---------------------------------
Year, any Participant's Account is not credited with the amounts of Matched
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 SIP, 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.
-30-
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 SIP may participate in the
SIP 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 the SIP on such
-31-
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 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 Viacom Investment Plan (the
--------------------------------------------------------------
"VIP"):
- ------
(a) If an Employee transfers from employment with Viacom
International Inc. or any of its subsidiaries or affiliated companies
("Viacom") to employment with an Employer and becomes a Participant
hereunder, the SIP, if so directed by the Committee or its
-32-
designee, will accept a direct transfer from the VIP of the entire amount
thereunder due a Participant as a participant in that plan. Prior to the
transfer of such amounts to the SIP, 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
VIP shall be allocated to the Viacom Stock Fund. 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.
(b) If an Employee transfers from employment with an Employer
to employment with Viacom and becomes a Participant under the VIP, the SIP,
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
VIP. 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.
5.14 Limitation on Contributions: Notwithstanding any other
---------------------------
provisions of the SIP to the contrary, in no event may the contributions
made to the SIP by or on behalf of any Participant in any Plan Year exceed
the maximum percentage allowed under Paragraphs 5.1, 5.2, and 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. In determining a
Participant's Compensation for this purpose, the family aggregation rules
of Section 414(q)(6) 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
-33-
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 annual
Compensation 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.
-34-
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 SIP, 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 Accounts
-------------------------------
will be credited with all contributions made by him or on his behalf as
well as amounts transferred to the SIP 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. Except to the extent
otherwise reflected in the value of mutual fund shares, 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.
-35-
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. Except as provided in
Paragraph 6.1, 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. Except to the extent otherwise reflected
in the value of mutual fund shares, 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.
-36-
ARTICLE VII
-----------
INVESTMENT OF CONTRIBUTIONS
---------------------------
7.1 Investment of Salary Reduction Contributions, After-Tax
-------------------------------------------------------
Contributions and Matching Employer Contributions: Each Participant will
- -------------------------------------------------
direct, at the time he elects to become a Participant under the SIP, that
his Salary Reduction Contributions, his After-Tax Contributions, his
Matching Employer 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 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, Matching Employer
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 Trustee) and within the limits
of Paragraph 7.1, and shall be effective for contributions made after the
Valuation Date next following the date on which the new election is
received by the Trustee.
7.3 Change in Investment Election for Prior Contributions:
-----------------------------------------------------
A Participant may change his investment election as to his prior
Salary Reduction Contributions, Matching Employer Contributions and
After-Tax Contributions, in such manner as determined by the Committee
(including changes made by telephonic instructions under terms prescribed
by the Trustee), to be effective as of the Valuation Date the new election
is received by the Trustee.
-37-
7.4 Special Investment Elections. The Committee may authorize
----------------------------
Participants to change their investment elections at times other than those
specified in Paragraph 7.2 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.
7.5 Fiduciary Responsibility for Investments: The SIP is intended
----------------------------------------
to constitute a plan described in ERISA Section 404(c). To the extent
permitted under ERISA the Trustee, Committee, and all other SIP 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 Trustee and the Committee or their designees shall
provide information to Participants consistent with ERISA Section 404(c)
and the regulations and other guidance issued thereunder.
-38-
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,
and certain amounts transferred to the SIP, 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:
(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 (excluding
any Salary Reduction Contributions which are recharacterized as
After-Tax Contributions pursuant to Paragraph 15.1(c)) and the
earnings thereon. Any such withdrawals shall be equal to all or part
of the Participant's After-Tax Contributions, and a pro rata portion
of the earnings on such After-Tax Contributions to the extent required
to exhaust such amounts, but no more than the current value thereof in
the event such value is less than the net amount of such After-Tax
Contributions.
(b) Withdrawals of Rollover Contributions:
-------------------------------------
-39-
(i) A Participant who has made Rollover Contributions to the
SIP 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 is credited with at least 5 Years of
Benefit Service may elect once each Plan Year to withdraw up to 100%
of his Matching Employer Contributions and the earnings thereon.
(ii) A Participant who is credited with less than 5 Years of
Benefit Service 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.
(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 SIP 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:
------------------
-40-
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, 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.
For purposes of determining whether other resources are
reasonably available to the Participant, the Committee may rely upon a
Participant's reasonable representation that the financial hardship
cannot be relieved through: (i) reimbursement or compensation by
insurance or otherwise, (ii) reasonable liquidation of the
Participant's assets, to the extent such liquidation would not itself
cause an immediate and heavy financial need, (iii) cessation of Salary
Reduction Contributions and After-Tax Contributions under the SIP,
(iv) obtaining of a nontaxable loan reasonably available under the
terms of any qualified defined contribution plan maintained by the
Company or any 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, or (v) borrowing from commercial
sources on reasonable commercial terms. A Participant must prepare a
statement indicating the extent to which other assets are reasonably
-41-
available. For this purpose, a Participant's resources shall be
deemed to include those assets of his spouse and minor children that
are reasonably available to the Participant.
In the absence of such representations, 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 SIP 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 SIP 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 SIP as well as all
similar contributions to all other qualified defined contribution and
nonqualified 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:
-42-
(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 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
(5) expenses arising from circumstances of sufficient severity
that a Participant is confronted by present or impending financial
ruin or his family is clearly endangered by present or impending want
or deprivation. To demonstrate such a need, the Participant must
prepare a statement indicating the reason for the need and the extent
to which the Participant has other resources reasonably available to
relieve that need. Notwithstanding anything in this Paragraph 8.1(e)
to the contrary, if a Participant requests a withdrawal for the reason
specified in this Subparagraph (5), he shall be required to cease all
Salary Reduction Contributions and After-Tax Contributions under the
SIP as well as all similar contributions to all other qualified
defined contribution and nonqualified 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.
-43-
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 in which
the Participant's Account is invested. Effective 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 total amount of
the Participant's Salary Reduction Contributions, 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 cash lump sum amounts.
(c) Notwithstanding anything herein to the contrary, 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 Code Section 414(p). Further, if the
Committee is in
-44-
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.
8.4 Frequency of Withdrawals: Except in the case of a financial
------------------------
hardship withdrawal under Paragraph 8.1(e) (including 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 SIP in any Plan Year. A Participant may elect to withdraw amounts on
account of a financial hardship under Paragraph 8.1(e) (including a
withdrawal of Matching Employer Contributions under Paragraph 8.1(c) on
account of financial hardship) at any time during the Plan Year.
-45-
ARTICLE IX
----------
PARTICIPANT LOANS
-----------------
9.1 Loan Subaccounts: Loans from the SIP may be made to all
----------------
Participants and Beneficiaries who are "parties in interest" within the
meaning of ERISA Section 3(14) and to all Former Participants who are
active employees of an employer maintaining the Viacom Investment Plan.
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:
---------------------
(a) Each Eligible Borrower may apply for a loan from the SIP
upon the Participant's attainment of one Year of Vesting Service as
described in Paragraph 4.3.
(b) Only one loan under the SIP may be outstanding at any time
for each Participant. After a loan is repaid in full, a Participant may
not obtain another loan for a period of one month from the date of
repayment.
9.3 Availability of Loans:
---------------------
(a) Application for a loan must be made to the Committee or its
delegate, on prescribed forms. 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.
-46-
(b) Notwithstanding anything herein to the contrary, 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.
9.4 Amount of Loan:
--------------
A SIP 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. 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 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 SIP, to the maximum extent permitted by the
relevant provisions of the Code, ERISA, and any regulations or other
guidance issued thereunder.
-47-
(b) The interest rate on a loan shall be established on the
date that the loan is approved by a Committee representative and shall be
equal to 1% above the prime commercial rate charged by the Trustee, which
rate shall be adjusted quarterly.
(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. Effective July 1, 1994, 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 SIP. Effective July 1, 1994, 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 SIP.
(d) Each loan shall be evidenced by a promissory note,
evidencing the Eligible Borrower's obligation to repay the borrowed amount
to the SIP, 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 other entity
affiliated with the Employer as the Committee in its discretion may
determine, he shall not be treated as having
-48-
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.
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 SIP 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:
-----------------------------------------
-49-
(a) In the event that an Eligible Borrower does not repay the
principal and accrued interest with respect to a SIP 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 Viacom International
Inc. or Showtime Networks Inc. (whether or not Viacom International Inc. or
Showtime Networks Inc. is an Affiliated Company) 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 SIP 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 SIP less the
amount of such outstanding loan, plus accrued interest, if any, the unpaid
balance thereon, shall become immediately due and payable. The Trustee
shall satisfy the indebtedness to the SIP 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 in order to
preclude the loss of principal and interest, including:
-50-
(i) demand repayment of the outstanding amount on the loan
(including principal and accrued interest); or, if the loan is not repaid
(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 (including accrued but unpaid interest) 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.
-51-
ARTICLE X
---------
VESTING AND TERMINATION OF EMPLOYMENT
-------------------------------------
10.1 Matched, Unmatched, Qualified Nonelective and Rollover
------------------------------------------------------
Contributions: A Participant shall be fully vested at all times in the
- -------------
portion of his Account attributable to Matched Contributions, Unmatched
Contributions, Qualified Nonelective Contributions, and Rollover
Contributions.
10.2 Matching Employer Contributions:
-------------------------------
(a) Each 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) 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
SIP, 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 SIP
within five (5) years of his reemployment a cash lump sum payment equal to
the full amount distributed to him from the SIP 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, when taken in conjunction with the value of his
vested interest in the Viacom Investment Plan, 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 SIP, 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 SIP, 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
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the forfeiture occurs, to reduce future Matching Employer Contributions, to
defray administrative expenses of the SIP, 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 SIP, 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)-(c) of this Paragraph 11.1:
(a) In such manner of monthly installments, not in excess of
240, or such number 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.
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11.2 Modification or Revocation of Form of Payment Election: Any
------------------------------------------------------
Participant may also, not more than ninety days before an amount is to be
paid from the SIP, modify or revoke any form of payment specified in
Paragraph 11.1 theretofore made by him.
11.3 Consent Requirements: If the total value of a Former
--------------------
Participant's Accounts in this Plan, when taken in conjunction with the
value of his vested interest in the Viacom Investment Plan, 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 Viacom Investment Plan, 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 11.4,
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 later than ninety days after such Participant elects to receive
the distribution); or (d) the date required by Paragraph 11.6.
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
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distribution request, forward payment instructions to the Trustee as soon
as practicable thereafter.
11.4 Valuation and Payment Procedures for Lump Sum Payments: 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.
11.5 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.
An installment payment shall be paid to such Former Participant or his
Beneficiary, as the case may be, in an amount equal to a fraction 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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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, determined as of the Valuation Date proper
payment instructions are received by the Trustee.
11.6 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 SIP 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 SIP, or
(c) incurs a termination of employment.
Notwithstanding the foregoing, 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 Employer 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. 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.
-58-
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.
11.7 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 SIP 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.
-59-
(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 SIP 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 SIP and shall not be treated as a direct trustee-
to-trustee transfer of assets and liabilities.
11.8 Distributions on Sales of Businesses: 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
-60-
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.
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ARTICLE XII
-----------
ADMINISTRATION
--------------
12.1 Appointment of Committee: The Committee is the named fiduciary
------------------------
under the SIP and the Committee shall share responsibility with other
fiduciaries for the administration of the SIP and the Committee members
shall be appointed from time to time by the Board and shall serve at the
pleasure of the Board. Any member of the Committee may at any time resign
by giving written notice of such resignation to the Committee, the Board
and the Trustee. The Board may at any time remove one or more members of
the Committee by giving written notice of such removal to the Committee and
to each member so removed and to the Trustee. In the event of the
resignation, removal or death of any member of the Committee, the successor
of such member may receive compensation for his services as such if such
successor is not a Participant in the SIP.
12.2 Meetings: The Committee shall hold meetings upon such notice,
--------
and at such place or places, and at such intervals as it may from time to
time determine.
12.3 Quorum: 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.
12.4 Expenses: All expenses that shall arise in connection with the
--------
administration of the SIP, including but not limited to the compensation of
the Trustee, the compensation of Committee members, administrative
expenses, other proper charges and disbursements of the Trustee, and
compensation and other expenses and charges of any enrolled actuary,
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accountant, counsel, specialist or other person who shall be employed by
the Committee in connection with the administration of the SIP will be paid
from forfeitures pursuant to Paragraphs 10.3 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 SIP assets (including investment management fees)
allocated to the Funds shall be paid out of the respective Funds.
12.5 Powers and Duties: In addition to any implied powers and duties
-----------------
which may be needed to carry out the provisions of the SIP, the Committee
shall have the following specific powers and duties:
(a) To make and enforce such rules and regulations as it shall
deem necessary or proper for the efficient administration of the SIP;
(b) To interpret the SIP and to decide any and all matters
arising hereunder in its sole discretion; including the right to determine
eligibility for participation and benefits and to remedy possible
ambiguities, inconsistencies or omissions. All such interpretations and
decisions shall be final and binding on all affected individuals;
(c) To compute the distributable amount payable to any
Participant and/or Beneficiary in accordance with the provisions of the
SIP;
(d) To authorize disbursements from each of the Funds. Any
instructions of the Committee to the Trustee shall be evidenced in writing
and signed by a member of the Committee or its representative;
(e) To delegate certain of its powers, duties and
responsibilities with respect to the administration of the SIP to another
fiduciary appointed by it with specific responsibilities with respect to
the SIP or to any other person who exercises authority or has
responsibility of a fiduciary nature under the SIP as described in Title I,
Part 4, of ERISA.
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12.6 Benefit Claims Procedures: In the event of denial of a claim to
-------------------------
a Participant or Beneficiary as to the amount of any distribution and/or
the method of payment under the SIP, such Participant or Beneficiary will
be given notice in writing of such denial setting forth the reason for the
denial. The Participant or Beneficiary may, within sixty days after
receiving the notice, request a review of such denial by filing notice in
writing with the Committee. The Committee may request a meeting to clarify
any matters it deems appropriate. All interpretations, determinations and
decisions in respect of any matter hereunder will be made by the Committee
and shall be final, conclusive and binding upon the Employers, Participants
and Beneficiaries and all other persons claiming any interest in the SIP.
The Committee shall issue its decision within 60 days after receipt of the
request for review unless special circumstances (such as, but not limited
to, the need to hold a hearing) require an extension of time, in which case
a decision will be rendered as soon as possible, but not later than 120
days after receipt of the request for review.
12.7 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.
12.8 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.
12.9 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 SIP.
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12.10 Fiduciary Indemnification. Notwithstanding any other
-------------------------
provision of this SIP, 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.
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ARTICLE XIII
------------
AMENDMENT AND TERMINATION
-------------------------
13.1 Right to Amend or Terminate: The Company hopes and expects to
---------------------------
continue the SIP indefinitely, but nevertheless reserves the right to amend
or modify the SIP. Each Employer reserves the right, by action of its
board of directors, to terminate the SIP with respect to their Participants
herein. No amendment will be effective unless the SIP as so amended is for
the exclusive benefit of the Participants and their Beneficiaries, and no
amendment will deprive any Participant of any benefit theretofore vested in
him (including the timing and form of any optional benefit); provided,
however, that any and all amendments may be made which are necessary to
qualify or maintain the qualification of the SIP under the Code. 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 computed under the
provisions of Article X as in effect immediately prior to such amendment.
Any amendment of the SIP shall be made by:
(a) the adoption of a resolution by the Board, or
(b) the adoption of a resolution by the Committee amending the
SIP.
13.2 Distribution of Funds Upon Termination of the SIP: In the event
-------------------------------------------------
of, and upon, an Employer's termination of the SIP 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
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Company and (ii) the earliest date allowed by the Internal Revenue Service
for distribution of benefits following the termination of the SIP, 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 SIP 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 SIP, 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.
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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 SIP 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 SIP had been terminated.
14.6 Appointments of Trustee: The Trustee as a fiduciary under the
-----------------------
SIP is appointed by the Board, 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 Board 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 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
-69-
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 SIP and the Trust, shall discriminate in favor of
Highly Compensated Participants.
14.8 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.
14.9 Employee's Records: Each of the Employers and the SIP
------------------
Administrator shall respectively keep such records, and each of the
Employers and the SIP 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 SIP 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 SIP and
Compensation of Employees, elections by Participants and their
Beneficiaries and consents granted and determinations made under SIP and
the Trust Agreement. Neither any of the Employers nor the SIP
Administrator shall be required to duplicate any records kept by the other.
Each Participant shall cooperate with the SIP Administrator to administer
the SIP in the manner herein and in the Trust Agreement provided.
14.10 Titles and Headings: The titles to sections and headings or
-------------------
paragraphs of this SIP are for convenience of reference and, in case of any
conflict, the text of the SIP, rather than such titles and headings, shall
control.
14.11 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.
-70-
14.12 Governing Law: To the extent that New York law has not been
-------------
preempted by the provisions of ERISA, the provisions of the SIP will be
construed in accordance with the laws of the State of New York.
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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 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.
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(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.
(g) Notwithstanding the limitations of Paragraph 15.1(a), in no
event may the amount of Salary Reduction Contributions to the SIP, 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),
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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 SIP 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 SIP together with
earnings thereon, notwithstanding any limitations on distributions
contained in the SIP. 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 SIP 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 SIP shall be
subject to all limitations on withdrawals and distributions in the SIP.
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
-74-
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 SIP other than Highly Compensated
Participants; and
(2) is an amount equal to the sum of the Contribution
Percentage for all Participants in the SIP 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
15.2(a) are satisfied.
(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 SIP. 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
-75-
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 15.2(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 SIP, 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.
(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
-76-
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
or 15.2, Salary Reduction Contributions, After-Tax Contributions, and
Matching Employer Contributions may not be made to this SIP 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 SIP 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 15.2) 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 SIP, and to restore Participants' Accounts in accordance
with Paragraph 10.3(b).
15.3 Limitation on Annual Additions:
------------------------------
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(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 SIP shall in no event exceed the lesser of:
(i) $30,000 (or, if greater, one-fourth of the defined
benefit dollar limitation set forth in Code Section 415(b)(1) as in effect
for the calendar year), or
(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 SIP 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.
(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 the SIP shall be adjusted by
reducing Participant and Employer contributions in such amounts as are
-78-
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 SIP 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 SIP; 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 or 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
-79-
Participant is not covered by the SIP 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.
-80-
ARTICLE XVI
-----------
TOP-HEAVY PLAN
--------------
16.1 General Rule: The SIP shall meet the requirements of this
------------
Article XVII in the event that the SIP 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 SIP 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 SIP is a Top-Heavy Plan and for
purposes of meeting the requirements of this Article XVI, the SIP 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 SIP shall be considered a Top-Heavy Plan. If
such Permissive Aggregation Group is not Top-Heavy, this SIP shall not be a
Top-Heavy Plan.
-81-
16.3 Definitions: For the purpose of determining whether the SIP 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.
(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
-82-
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 SIP is Top-Heavy:
-------------------------------------------
In the event the SIP 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 SIP 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 SIP 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 SIP 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 SIP and
under a qualified defined benefit plan maintained by the Employer shall not
be entitled to the Minimum Allocation under this SIP but shall receive the
minimum benefit provided under the terms of the qualified defined benefit
plan.
(b) Top-Heavy Vesting Schedule.
--------------------------
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(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 SIP.
(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 SIP.
Notwithstanding the foregoing provisions of this Paragraph 16.4(b), at
any time this SIP 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 SIP.
(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.
-84-
ARTICLE XVII
------------
SIGNATURE
- ---------
The Plan as herein amended and restated has hereby been approved and
adopted to be effective as of January 1, 1994 (except as otherwise provided
herein) this _________ day of _____________________, 1994.
PVI TRANSMISSION INC.
By:
----------------------------------
Title:
---------------------------------
-85-
APPENDIX A
Divisions Not Included In the Savings and Investment Plan
for Employees of PVI Transmission Inc. and Its Subsidiaries
Notwithstanding the provisions of Section 2.18 of the Plan, the following
divisions are not included in the definition of Employer under this Plan:
-86-
APPENDIX B
Affiliated Companies Designated as Employers Under
The Savings and Investment Plan for Employees of
PVI Transmission Inc. and Its Subsidiaries
In accordance with Section 2.18 of the Plan, the following Affiliated
Companies have been designated by the Board of Directors of the Company as
Employers under the Plan, effective as of the date indicated:
Affiliated Company Effective Date
- ------------------ --------------
-87-
Exhibit 4.5
January 9, 1995
PARAMOUNT (PDI) DISTRIBUTION INC.
EMPLOYEES' SAVINGS PLAN
Effective October 1, 1994
TABLE OF CONTENTS
-----------------
Page No.
--------
ARTICLE I - DEFINITIONS 1
- --------- -----------
1.1 "Acquisition Loan" 1
1.2 "Affiliated Company" 1
1.3 "Basic Compensation" 2
1.4 "Beneficiary" 2
1.5 "Board of Directors" 3
1.6 "Code" 3
1.7 "Company" 3
1.8 "Contribution Percentage" 3
1.9 "Disability" 3
1.10 "Early Retirement Date" 4
1.11 "Effective Date" 4
1.12 "Employee" 4
1.13 "Employer" 4
1.14 "Employer's Matching Contributions Account" 4
1.15 "ERISA" 5
1.16 "Excess Aggregate Contribution" 5
1.17 "Excess Contribution" 5
1.18 "Highly Compensated Employee" 6
1.19 "Investment Funds" 6
1.20 "Leased Employee 6
1.21 "Matching Contributions" 6
1.22 "Member" 6
1.23 "Member's Account" 7
1.24 "Merged Plans" 7
1.25 "Normal Retirement Date" 7
1.26 "Parental Leave" 7
1.27 "Periodic Compensation" 8
1.28 "Plan" 8
1.29 "Plan Fiduciary" 8
1.30 "Plan Year" 8
1.31 "Post-Tax Contribution" 8
1.32 "Post-Tax Contributions Account" 8
1.33 "Pre-Tax Contribution" 8
- ii -
Page No.
--------
1.34 "Pre-Tax Contributions Account" 9
1.35 "Retirement Committee" or "Committee" 9
1.36 "Rollover Contributions Account" 9
1.37 "Trust Agreement" 9
1.38 "Trustee" 9
1.39 "Trust Fund" 9
1.40 "Valuation Date" 9
1.41 "Vested Interest" 9
1.42 "Viacom Stock" 10
1.43 "Year of Eligibility Service" 10
1.44 "Year of Vesting Service" 10
ARTICLE II - ELIGIBILITY FOR MEMBERSHIP 11
- ---------- --------------------------
2.1 Eligibility For Membership 11
2.2 Excluded Employees 11
2.3 Membership Upon Reemployment 12
2.4 Application For Membership 12
2.5 Transfer Of Employment
Between Employers 12
2.6 Change Of Status 12
ARTICLE III - SERVICE 13
- ----------- -------
3.1 Vesting And Eligibility Service 13
ARTICLE IV - CONTRIBUTIONS 17
- ---------- -------------
4.1 Pre-Tax Contributions 17
4.2 Post-Tax Contributions 17
4.3 Change Or Suspension Of Contributions 18
4.4 Rollover Contributions 18
4.5 Employer Matching Contributions 19
4.6 Limitations on Pre-Tax Contributions Affecting
Highly Compensated Employees 19
-iii-
Page No.
--------
4.7 Maximum Member Tax Deferred Contributions 21
4.8 Limitations On Employer Matching Contributions
And Post-Tax Contributions Affecting Highly
Compensated Employees 21
4. 9 Limitations On Annual Additions 23
ARTICLE V - INVESTMENT OF ACCOUNTS 27
- --------- ----------------------
5.1 Investment Of Matching Contributions 27
5.2 Establishment Of Investment Funds 27
5.3 Investment Of Contributions 28
5.4 Change of Election 28
5.5 Transfers Among Investment Funds 28
5.6 Merged Plan Assets 28
5.7 Diversification of Amounts in ESOP Accounts 28
ARTICLE VI - VALUATION AND ACCOUNTING 30
- ---------- ------------------------
6.1 Establishment Of Accounts 30
6.2 Valuation Of Accounts 30
6.3 Adjustment To Accounts 30
ARTICLE VII - WITHDRAWALS 31
- ----------- -----------
7.1 Voluntary Withdrawals 31
7.2 Hardship Withdrawals 31
7.3 Form And Frequency Of Election; Withdrawal Amounts 32
ARTICLE VIII - VESTING AND DISTRIBUTIONS UPON
- ------------ ------------------------------
RETIREMENT, DISABILITY, DEATH
-----------------------------
OR OTHER TERMINATION OF EMPLOYMENT 33
----------------------------------
8.1 Vesting 33
8.2 Time And Manner Of Distribution 34
8.3 Forfeitures 38
8.4 Latest Commencement Of Payments 39
8.5 Termination of Employment 39
- iv -
Page No.
--------
ARTICLE IX - LOANS 40
- ---------- -----
9.1 Eligibility For A Loan 40
9.2 Security And Interest 40
9.3 Loan Repayment 41
9.4 Repayment Upon Termination Of Employment 41
ARTICLE X - ADMINISTRATION OF THE PLAN 42
- --------- --------------------------
10.1 Appointment Of Retirement Committee 42
10.2 Organization And Operation Of the Retirement Committee 42
10.3 Duties And Responsibilities Of The Retirement Committee 43
10.4 Required Information 43
10.5 Indemnification 44
10.6 Claims And Appeal Procedure 44
10.7 Voting And Tender Rights With Respect To A
Member's Interest In The Common Stock Of
Paramount Communications Inc. 45
ARTICLE XI - AMENDMENT AND TERMINATION 47
- ---------- -------------------------
11.1 Amendment 47
11.2 Termination, Sale of Assets or Sale of Subsidiary 47
11.3 Merger Of Plans 48
ARTICLE XII - PARTICIPATING EMPLOYERS 49
- ----------- -----------------------
12.1 Adoption Of Plan 49
ARTICLE XIII - GENERAL PROVISIONS 50
- ------------ ------------------
13.1 Exclusiveness Of Benefits 50
13.2 Limitation Of Rights 50
13.3 Non-Assignability 50
13.4 Construction Of Agreement 51
- v -
Page No.
--------
13.5 Severability 51
13.6 Titles And Headings 51
13.7 Counterparts As Original 52
13.8 Construction 52
13.9 Internal Revenue Service Approval 52
13.10 Trust Fund 52
13.11 Source Of Benefits 52
ARTICLE XIV - TOP-HEAVY PROVISIONS 53
- ----------- --------------------
14.1 General Rule 53
14.2 Top-Heavy Plan 53
14.3 Definitions 53
14.4 Requirements Applicable If Plan Is Top-Heavy
56
ARTICLE XV - SIGNATURE 57
- ---------- ---------
- vi -
PREAMBLE
--------
Paramount (PDI) Distribution Inc. established The Paramount (PDI)
Distribution Inc. Employees' Savings Plan effective October 1, 1994 for the
benefit of its employees and those of related companies that participate in
the Plan.
It is the intention of the Employers that the Plan and its related
trust fund shall meet the requirements of the Employee Retirement Income
Security Act of 1974 (ERISA) and that the Plan shall be qualified under
Sections 401(a) and its related trust exempt from taxation under Section
501(a) of the Internal Revenue Code of 1986, as amended from time to time.
The rights of any Member whose employment terminated before any
amendment or restatement of this Plan shall be determined by the provisions
of this Plan, or any other pension plan under which he was covered, if any,
as in effect at the time of his termination of employment, unless
specifically otherwise provided herein or required by law.
PARAMOUNT (PDI) DISTRIBUTION INC.
EMPLOYEES' SAVINGS PLAN
ARTICLE I
---------
DEFINITIONS
-----------
1.1 "Actual Deferral Percentage"
--------------------------
The term "Actual Deferral Percentage" means, with respect to a
specified group of Employees, any of whom is a Member or eligible to become
a Member, the average of the ratios, calculated separately for each
Employee in that group, of (a) the amount of Pre-Tax Contributions made
pursuant to Section 4.1 for a Plan Year to (b) the Employee's compensation
for that Plan Year. The Actual Deferral Percentage shall be adjusted
in the event qualified nonelective contributions are made for a Plan Year
pursuant to Section 4.7. Actual Deferral Percentages will be determined in
accordance with all of the applicable requirements (including to the extent
applicable, the family aggregation and plan aggregation requirements) of
Section 401(k) of the Code, and the regulations issued thereunder. The
percentage is determined by multiplying the ratio calculated above by one
hundred (100). For purposes of this Section 1.2, Section 1.10 and Section
1.24, "compensation" shall mean Earnings as determined under Section
4.11(h), plus all elective contributions made on behalf of a Member for the
Plan Year that are not includible in gross income under Sections 125 or
402(a)(8) of the Code.
1.2 "Affiliated Company"
------------------
The term "Affiliated Company" means a member with the Company of a
controlled group of corporations (determined under Section 1563(a) of the
Code without regard to Section 1563(a)(4) and (e)(3)(C)), except that with
respect to Section 4.10 "more than 50 percent" shall be substituted for "at
least 80 percent" where it appears in Section 1563(a)(1) of the Code. The
term "Affiliated Company" shall also include any trade or business under
common control (as defined in Section 414(c) of the Code) with the Company,
a member of an affiliated service group (as defined in Section 414(m) of
the Code) which includes
the Company, and any other entity required to be aggregated with the
Company under regulations issued pursuant to Code Section 414(o).
1.3 "Basic Compensation"
------------------
The term "Basic Compensation" means the sum of a Member's (a) base pay
(including amounts attributable to shift differentials) for services
rendered to an Employer, determined prior to any pre-tax contributions for
the Plan Year under either a "qualified cash or deferred arrangement" (as
defined under Section 401(k) of the Code and its applicable regulations) or
a "reimbursement account" (as defined under Section 125 of the Code and its
applicable regulations) and (b) commissions, as determined by the
applicable Employer.
For purposes of determining a Member's "Basic Compensation," there
shall be excluded from "Basic Compensation" the cost of fringe benefits and
any amounts paid or payable to a Member as a bonus, commission (except as
provided above), overtime pay, severance pay, or as a contribution to any
pension, profit sharing or savings plan except where such contribution is
made pursuant to an election made under Section 4.1. The total maximum
annual Basic Compensation for a Member which may be taken into account for
all purposes under the Plan shall not exceed the Code Section 401(a)(17)
limit for the Plan Year, in accordance with Code Section 401(a)(17)(B) and
the regulations and other guidance issued thereunder.
1.4 "Beneficiary"
-----------
(a) The term "Beneficiary" means the person or persons designated by
the Member, on a form prescribed by and filed with the Retirement
Committee, to receive benefits under the Plan in the event of death. If no
designation is made or if no designated person survives the Member,
"Beneficiary" shall mean the Member's estate.
(b) Notwithstanding the foregoing, in the case of a legally married
Member, the spouse to whom the Member is married on the earlier of the
Member's benefit commencement date or death shall be deemed the designated
"Beneficiary" unless the Member elects to waive such designation. Such
waiver must be in writing, acknowledging its effect on the spouse, and such
spouse must formally consent in writing to the waiver with the spouse's
signature witnessed by notary public.
2
1.5 "Board of Directors"
------------------
The term "Board of Directors" means the Board of Directors of the
Company.
1.6 "Code"
----
"Code" means the Internal Revenue Code of 1986, as amended from time
to time.
1.7 "Company"
-------
The term "Company" means Paramount (PDI) Distribution Inc. and any
legal successor thereof.
1.8 "Contribution Percentage"
-----------------------
The term "Contribution Percentage" means, with respect to a specified
group of Employees, any of whom is a Member or eligible to become a Member,
the average of the ratios, calculated separately for each Employee in that
group, of (a) the sum of Matching Contributions made to the profit sharing
portion of the Plan pursuant to Section 4.5(b) for a Plan Year and Member
Post-Tax Contributions (including Pre-Tax Contributions which are
recharacterized as Post-Tax Contributions pursuant to Section 4.7, if any)
made pursuant to Section 4.2 for such Plan Year to (b) the Employee's
compensation (as defined in Section 1.2) for that Plan Year. The
Contribution Percentage shall be adjusted in the event qualified
nonelective contributions are made for a Plan Year pursuant to Section 4.9.
Contribution Percentages will be determined in accordance with all of the
applicable requirements (including the family aggregation and to the extent
applicable, plan aggregation requirements) of Section 401(m) of the Code,
and the regulations issued thereunder. The percentage is determined by
multiplying the ratio calculated above by one hundred (100).
1.9 "Disability"
----------
The term "Disability" means any physical or mental condition which,
upon a determination by the administrator of an Employer's Long Term
Disability Benefits Insurance Plan, makes a Member eligible for benefits
under such plan, or which entitles such a Member to benefits under the
disability insurance provisions of the Federal Social Security Act. A
Member entitled to receive disability benefits under the
3
Paramount Communications Inc. Retirement Plan will be deemed to have
incurred a "Disability."
1.10 "Early Retirement Date"
---------------------
The term "Early Retirement Date" means the date a Member is first
eligible for "early retirement" under the Paramount (PDI) Distribution
Retirement Plan.
1.11 "Effective Date"
--------------
The term "Effective Date" means October 1, 1994.
1.12 "Employee"
--------
The term "Employee" means any individual employed by an Employer
(other than Leased Employees covered by a plan described in Section
414(n)(5) of the Code) and such other individuals or classes of individuals
specifically designated by the Retirement Committee who are employed by an
Affiliated Company which is not participating in the Plan as provided in
Section 12.1. A "Full-Time Employee" means any Employee who, on the basis
of his or her regular stated work schedule, is classified as a regular
full-time Employee by an Employer. A "Part-Time Employee" means any
Employee who is not a "Full-Time Employee".
1.13 "Employer"
--------
The term "Employer" means the Company or any successor by merger,
purchase or otherwise and any other Affiliated Company participating in the
Plan as provided in Section 12.1.
1.14 "Employer's Matching Contributions Account"
-----------------------------------------
The term "Employer's Matching Contributions Account" means the account
established for each Member to hold matching Employer contributions made to
the profit sharing portion of the Plan in accordance with Section 4.5(b).
In addition, this account will also hold any qualified nonelective
contributions or additional Matching Contributions made by an Employer to
the profit sharing portion of the Plan pursuant to Sections 4.7 or 4.9.
4
1.15 "ERISA"
-----
The term "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
1.16 "Excess Aggregate Contribution"
-----------------------------
The term "Excess Aggregate Contribution" means, with respect to each
Highly Compensated Employee, the amount equal to the total Employer
Matching Contributions made to the profit sharing portion of the Plan on
his or her behalf and his or her Post-Tax Contributions (including the
amount of any Pre-Tax Contributions recharacterized pursuant to Section
4.7), determined prior to the application of the leveling procedure
described below, minus the product of the Member's Contribution Percentage,
determined after the application of the leveling procedure described below,
multiplied by the Member's compensation (as such term is defined for
purposes of Section 1.10). In accordance with the regulations issued under
Section 401(m) of the Code, Excess Aggregate Contributions shall be
determined by a leveling procedure under which the Contribution Percentage
of the Highly Compensated Employee with the highest such percentage shall
be reduced to the extent required to enable the limitation of Section 4.9
to be satisfied, or, if it results in a lower reduction, to the extent
required to cause such Member's Contribution Percentage to equal that of
the Highly Compensated Employee with the next highest Contribution
Percentage. This leveling procedure is repeated until the limitation of
Section 4.9 is satisfied. In no case shall the amount of Excess Aggregate
Contributions with respect to any Highly Compensated Employee exceed the
Post-Tax Contributions and Employer Matching Contributions made on behalf
of such Member in any Plan Year.
1.17 "Excess Contribution"
-------------------
The term "Excess Contribution" means with respect to each Highly
Compensated Employee, the amount equal to total Pre-Tax Contributions on
behalf of the Member (determined prior to the application of the leveling
procedure described below) minus the product of the Member's Actual
5
Deferral Percentage (determined after the leveling procedure described
below) multiplied by the Member's compensation (as such term is defined for
purposes of Section 1.2). In accordance with the regulations issued under
Section 401(k) of the Code, Excess Contributions shall be determined by a
leveling procedure under which the Actual Deferral Percentage of the Highly
Compensated Employee with the highest such percentage shall be reduced to
the extent required to enable the limitation of Section 4.7 to be
satisfied, or, if it results in a lower reduction, to the extent required
to cause such Highly Compensated Employee's Actual Deferral Percentage to
equal the Actual Deferral Percentage of the Highly Compensated Employee
with the next highest Actual Deferral Percentage. This leveling procedure
shall be repeated until the limitation of Section 4.7 is first satisfied.
1.18 "Highly Compensated Employee"
---------------------------
The term "Highly Compensated Employee" means, with respect to any Plan
Year, an individual described in Section 414(q) of the Code and any
regulation (whether or not final), notice or other guidance issued by the
Internal Revenue Service thereunder. The determination of whether an
individual is a Highly Compensated Employee may be made by the Committee on
the basis of any elective provision permitted under any such regulation,
notice or other guidance.
1.19 "Investment Funds"
----------------
Individual funds for the investment of amounts held under the Member's
Pre-Tax Contributions Account, Post-Tax Contributions Account, Rollover
Contributions Account and any other account designated by the Retirement
Committee.
1.20 "Leased Employee"
---------------
The term "Leased Employee" means any person as so defined in Section
414(n)(2) of the Code.
1.21 "Matching Contributions"
----------------------
The term "Matching Contributions" means contributions to the Plan by
the Company or a participating Employer for the Plan Year in cash or Viacom
Stock and allocated to a Member's Employer's Matching Contribution Account
by reason of the Member's Post-Tax Contributions or Pre-Tax Contributions.
1.22 "Member"
------
The term "Member" means:
(a) "Active Member" -- An Employee participating in the Plan in
-------------
accordance with Section 2.1.
6
(b) "Suspended Member" -- A Member in the employ of an Employer or an
----------------
Affiliated Company who (i) due to a change of status no longer is employed
in a position that makes him or her eligible to participate in the Plan,
(ii) suspends all contributions under the Plan other than on account of
Sections 4.6, 4.7, 4.8, 4.9, or 4.10 or (iii) is on an approved leave of
absence, but who shall be treated as an Active Member for all purposes of
the Plan, except that he or she shall not be entitled to contribute to the
Plan either by way of a Pre-Tax Contribution or by way of a Post-Tax
Contribution.
(c) "Ex-Member" -- A person who is no longer employed by an Employer
---------
or an Affiliated Company, but who has a balance remaining in his or her
Member's Account.
(d) "Inactive Member" -- An Employee in the employ of an Employer or
---------------
an Affiliated Company who has a Rollover Contributions Account balance
under the Plan but who has elected not to contribute to the Plan either by
way of a Pre-Tax Contribution or by way of a Post-Tax Contribution.
1.23 "Member's Account"
----------------
Except where otherwise provided in the Plan, the aggregate amount held
on behalf of the Member in his or her Pre-Tax Contributions Account, Post-
Tax Contributions Account, Employer's Matching Contributions Account,
Rollover Contributions Account and any other account established on behalf
of the Member under the Plan.
1.24 "Merged Plans"
------------
The plans set forth in Appendix A.
l.25 "Normal Retirement Date"
----------------------
The date a Member attains age 65.
1.26 "Parental Leave"
--------------
The term "Parental Leave" means a period in which the Employee is
absent from work immediately following his or her or 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.
7
1.27 "Periodic Compensation"
---------------------
(a) The Member's Basic Compensation divided by the number of payroll
periods applicable to such Member during the calendar year of reference.
(b) Notwithstanding Subsection (a), the Periodic Compensation of a
Member while on an unpaid leave of absence during any Plan Year shall be
equal to zero.
1.28 "Plan"
----
The "Paramount (PDI) Distribution Inc. Savings Plan" established
effective October 1, 1994, which is intended to qualify under Code Sections
401(a) as from time to time supplemented and amended.
1.29 "Plan Fiduciary"
--------------
The "Plan Fiduciary" means the boards of directors of the Employers,
the Retirement Committee, the Trustee, and all other persons who exercise
discretionary authority or have responsibility of a fiduciary nature as
described in Title I of ERISA.
1.30 "Plan Year"
---------
A period of 12 months commencing on each October lst and ending on
September 31st thereafter.
1.31 "Post-Tax Contribution"
---------------------
Contributions made by the Member in accordance with Section 4.2.
1.32 "Post-Tax Contributions Account"
------------------------------
An account established for each Member to hold contributions made by
the Member in accordance with Section 4.2.
1.33 "Pre-Tax Contribution"
--------------------
Contributions made by an Employer on behalf of the Member in
accordance with Section 4.1.
8
1.34 "Pre-Tax Contributions Account"
-----------------------------
An account established for each Member to hold contributions made by
an Employer based on the Member's election in accordance with Section 4.1.
1.35 "Retirement Committee" or "Committee"
-----------------------------------
The persons appointed to administer the Plan, in accordance with
Article X.
1.36 "Rollover Contributions Account"
------------------------------
An account established for each Member to hold amounts rolled over by
the Member from another qualified Plan in accordance with Section 4.4.
1.37 "Trust Agreement"
---------------
The instrument executed by the Company and the Trustee fixing the
rights and liabilities of each with respect to holding and administering
the Trust Fund for the purposes of the Plan.
1.38 "Trustee"
-------
The trustee, trustees, or any successor trustee appointed by the
proper officers of the Company and acting at any time under the terms of
the Trust Agreement.
1.39 "Trust Fund"
----------
All assets held at any time by the Trustee under the terms of the
Trust Agreement.
1.40 "Valuation Date"
--------------
The last day of each month.
1.41 "Vested Interest"
---------------
The nonforfeitable portion of the Member's Account to which the Member
would be entitled, in accordance with Section 8.1, had the Member
terminated employment on the date of reference.
9
1.42 "Viacom Stock"
-------------
The term "Viacom Stock" means shares of Viacom B common stock.
1.43 "Year of Eligibility Service"
---------------------------
A period of service determined pursuant to Section 3.1(c) that is
counted for determining an Employee's eligibility to participate in the
Plan.
1.44 "Year of Vesting Service"
-----------------------
A period of service determined pursuant to Section 3.1(b) that is
counted for determining a Member's vested percentage in his or her Member's
Account.
10
ARTICLE II
----------
ELIGIBILITY FOR MEMBERSHIP
--------------------------
2.1 Eligibility For Membership
--------------------------
Except as provided in Section 2.2:
(a) Each Employee in the employ of an Employer on October 1, 1994 who
was a Member of the Paramount Communications Inc. Employees' Savings Plan
on September 30, 1994 shall continue as or become an Active Member on
October 1, 1994, provided he or she complies with the provisions of Section
2.4.
(b) Each other Full-Time Employee on or after October 1, 1994, shall
become an Active Member on the earlier of (i) the first day of the payroll
period following the date on which the Employee attains age 25, or (ii) the
first day of the payroll period following the completion of one Year of
Vesting Service; provided in either case, however, he continues to be an
Employee on such date and provided he or she complies with the provisions
of Section 2.4.
(c) Each other Part-Time Employee, on or after October 1, 1994, shall
become an Active Member on the first day of the payroll period following
the end of the 12-month period during which the Part-Time Employee
completes a Year of Eligibility Service.
2.2 Excluded Employees
------------------
An Employee who is (or becomes) a member of a collective bargaining
unit that is a party to a collective bargaining agreement with an Employer
may become (or continue to be) an Active Member in the Plan only if there
is in effect an agreement making the Plan available to Employees in such
unit. Any individual who is a Leased Employee of an Employer and who is
employed by a leasing organization (as defined in Code Section 414(n)(2))
which is not an Affiliated Company shall not be eligible to participate in
the Plan. Any individual who, on the basis of his or her regular stated
work schedule, is classified by an Employer as a temporary Employee shall
not be eligible to participate in the Plan. Notwithstanding the foregoing,
the Retirement Committee may, by written resolution, exclude from
eligibility for participation in this Plan any class of Employees. Any
such designation shall be made in nondiscriminatory manner.
11
2.3 Membership Upon Re-employment
-----------------------------
An Employee who is re-employed by an Employer or who ceases to be
excluded from Active Membership under Section 2.2, and who had previously
satisfied the requirements of membership in Section 2.1, shall again become
an Active Member in this Plan on his or her date of re-employment; provided
he or she continues to be an Employee on such date and provided he or she
complies with the provisions of Section 2.4.
2.4 Application For Membership
--------------------------
Each Employee shall, as a condition of membership, complete and file
with the Retirement Committee a Savings Plan Enrollment Form, agreeing to
be bound by all the terms and conditions of the Plan as then in effect or
as thereafter amended, and furnishing such information and documents as the
Retirement Committee may require. The Savings Plan Enrollment Form shall
include an investment election form.
2.5 Transfer Of Employment Between Employers
----------------------------------------
If an Active or Inactive Member enters directly into the employ of
another Employer he or she shall continue his or her membership hereunder.
Such Member shall receive credit for his or her aggregate Service
(determined pursuant to Article III of the Plan) with all Employers, but
employment by two or more Employers during the same period of time shall
not result in the duplication of Service during a single period of time.
2.6 Change Of Status
----------------
An Active Member who while still employed by an Employer or an
Affiliated Company ceases to be an Employee, as defined in Section 1.14,
shall become a Suspended Member and shall no longer be entitled to make
Pre-Tax or Post-Tax Contributions to the Plan.
12
ARTICLE III
-----------
SERVICE
-------
3.1 Vesting And Eligibility Service
-------------------------------
(a) Companies For Whom Credited. Vesting Service and Eligibility
---------------------------
Service with respect to any Employee shall mean periods of employment with
the Company, an Affiliated Company (on an after the date of affiliation
unless determined otherwise by the Retirement Committee), and any
predecessor corporation of an Employer, or a corporation merged,
consolidated or liquidated into an Employer or a predecessor of an
Employer, or a corporation, substantially all of the assets of which have
been acquired by an Employer, if an Employer maintains a plan of such a
predecessor corporation. If an Employer does not maintain a plan
maintained by such a predecessor, periods of employment with such a
predecessor shall be credited as Vesting Service and Eligibility Service
only to the extent required under regulations prescribed by the Secretary
of the Treasury pursuant to Section 4l4(a)(2) of the Code. In all events,
periods recognized under Paramount Communications Inc. Employees' Savings
Plan on behalf of an Employee shall be recognized as vesting and
eligibility service, as the case may be under the Plan on behalf of such
Employee and in no event will an Employee be credited with less Vesting
Service under the Plan than the Service with which the Employee was
credited on September 30, 1994 under the Paramount Communications Inc.
Employees' Savings Plan.
(b) Year Of Vesting Service. An Employee's Vesting Service shall be
-----------------------
measured in years and days (with each 365 days of Vesting Service being
equivalent to one Year of Vesting Service) from the date on which
employment commences with the Company or an Affiliated Company to the
Employee's Severance Date. Vesting Service shall include, by way of
illustration but not by way of limitation, the following periods:
(1) Any leave of absence from employment which is authorized by
the Company or by an Affiliated Company or predecessor in accordance with
uniform rules applied on a nondiscriminatory basis; and
13
(2) 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 within the period his or her re-employment rights are protected
by law.
Fractional years shall be disregarded; provided, however, that all
periods 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 or she is re-employed within
the l2 consecutive month period commencing on his or her Severance Date,
the period of severance shall constitute Vesting Service.
An Employee's "Severance Date" means the earlier of the date on which
he or she 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, layoff or
leave of absence; provided, however, that if an Employee is absent beyond
such first anniversary date by reason of Parental Leave, his or her
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 Break in Vesting Service
under the Plan. A Break in Vesting Service shall occur if an Employee's
employment is severed and the Employee is not re-employed within the l2
consecutive month period commencing on his or her Severance Date. An
Employee's Severance Date shall not be considered to have occurred if the
Employee enters directly into the employ of another Employer or an
Affiliated Company, but shall be considered to have occurred as of the date
a trade or business or a subsidiary of the Company or of an Affiliated
Company for whom he is employed is sold in accordance with Section 11.2.
(c) Year Of Eligibility Service. A Part-Time Employee shall complete
---------------------------
a Year of Eligibility Service if he or she 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
14
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. An "Hour of Service" means, with respect to any
applicable computation period:
(1) each hour for which an Employee is directly or indirectly
paid or entitled to payment for the performance of duties for the Company,
an Affiliated Company or a predecessor;
(2) each hour for which an Employee is paid or entitled to
payment by the Company, an Affiliated Company or a predecessor, on account
of a period during which no duties are performed, whether or not the
employment relationship has terminated, due to vacation, holiday, illness,
incapacity (including disability), layoff, jury duty, military duty or
leave of absence, but not more than 501 hours for any single continuous
period; provided, however, that no hours shall be credited on account of
any period during which the Employee performs no duties and receives
payment solely for the purpose of complying with unemployment compensation,
workers' compensation or disability insurance Laws;
(3) each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Company, an Affiliated
Company or a predecessor, excluding any hour credited under (1) or (2),
which shall be credited to the computation period or periods to which the
award, agreement or payment pertains, rather than to the computation period
in which the award, agreement or payment is made;
(4) each hour during which the Employee is serving in the Armed
Forces of the United States, provided that he or she returns to the
employment of an Employer within the period during which his or her re-
employment rights are protected by law; and
(5) each hour during which an Employee is on a leave of absence
approved by an Employer, under rules adopted by the Retirement Committee
and uniformly applicable to all Employees similarly situated, provided,
that no hours
15
shall be counted under this paragraph (5) which are counted as Eligibility
Service under paragraphs (1) and (2) of this Section.
The number of hours credited to an Employee for reasons described in
Paragraphs (4) or (5) shall be based on the number of hours during which an
Employee is performing duties immediately prior to his or her leave of
absence or service in the Armed Forces. Hours of Service described in
Paragraphs (1), (4) or (5) shall be credited to the eligibility computation
period in which the duties are performed or in which the leave of absence
or period of service in the Armed Forces occurs. The periods to which
hours of service described in Paragraphs (2) or (3) are credited shall be
determined in accordance with Department of Labor regulations Sec.2530.200b-2.
(d) Additional Service Credit. The Retirement Committee, in its sole
-------------------------
discretion, may provide additional credit for Vesting Service or
Eligibility Service for periods not required to be credited under this
Article 3, provided that the Retirement Committee shall act in a
nondiscriminatory manner.
16
ARTICLE IV
----------
CONTRIBUTIONS
-------------
4.1 Pre-Tax Contributions
---------------------
An Active Member may elect, on a form prescribed by and filed with the
Retirement Committee, to reduce his or her Periodic Compensation by not
less than one percent and not more than twelve percent, in multiples of one
percent, as a Pre-Tax Contribution. This election shall be effective as of
the first day of the first payroll period next following the date of his or
her election or as soon thereafter as administratively feasible. Each
payroll period each Employer shall contribute to the Plan on behalf of the
Member an amount equal to the amount of such reduction in Periodic
Compensation and such contribution shall be credited to the Member's Pre-
Tax Contributions Account.
4.2 Post-Tax Contributions
----------------------
An Active Member may elect, on a form prescribed by and filed with the
Retirement Committee, to contribute not less than one percent and not more
than twelve percent, in multiples of one percent, of his or her Periodic
Compensation as a Post-Tax Contribution. This election shall be effective
on the first day of the first payroll period next following the date of his
or her election, or as soon thereafter as administratively feasible. Each
payroll period each Employer shall contribute to the Plan on behalf of the
Member an amount equal to the amount of the reduction in the Member's
Periodic Compensation which the Member elected to be made to the Plan and
such contribution shall be credited to the Member's Post-Tax Contributions
Account. Notwithstanding the foregoing, in no event shall the
contributions made under this Section 4.2, when added to the Member's Pre-
Tax Contributions made under Section 4.1, exceed twelve percent of the
Member's Periodic Compensation.
4.3 Change Or Suspension Of Contributions
-------------------------------------
(a) An Active Member may, by executing a form prescribed by and filed
with the Retirement Committee, elect to change or suspend his or her
elected Pre-Tax Contributions and/or elected Post-Tax Contributions. Any
suspension must be for a period of not less than three months. Each such
change or suspension
17
shall commence on the first day of the month following such change or
suspension or as soon thereafter as administratively feasible and shall
remain in effect until changed in a like manner.
(b) Any attempt to change or suspend a Member's elected Pre-Tax
Contributions or elected Post-Tax Contributions which does not comply with
the provisions of Subsection (a) shall be invalid and the last election
with respect to Pre-Tax Contributions and Post-Tax Contributions shall be
deemed to have remained fully in effect. For purposes of the foregoing,
the termination by a Member of his or her elected Pre-Tax Contributions and
Post-Tax Contributions while on an unpaid leave of absence or during a
layoff shall not constitute a suspension.
(c) The elected Pre-Tax Contributions and Post-Tax Contributions of a
Member who becomes an Inactive Member shall be deemed suspended on the
first day of the Inactive Member's payroll period next following the date
he or she became an Inactive Member and such suspension shall end on the
first day of the payroll period applicable to such Member subsequent to the
date he or she again becomes an Active Member.
(d) Unless a Member specifically elects otherwise in writing, if the
elected Pre-Tax Contributions of a Member are curtailed pursuant to
Sections 4.7 or 4.8, such contributions shall be made to the Plan as Post-
Tax Contributions. Such Post-Tax Contributions shall be made to the Plan
in addition to Post-Tax Contributions elected pursuant to Section 4.2.
4.4 Rollover Contributions
----------------------
The Retirement Committee is authorized to adopt procedures with
respect to accepting a Member's rollover contributions (as defined in Code
Sections 402, 403 and 408) which a qualified plan is permitted to receive.
Such contributions shall be credited to the Member's Rollover Contributions
Account. In addition, the Retirement Committee may authorize the Trustee
to accept a direct transfer from the trustee of any other qualified plan
maintained by the Company or an Affiliated Company of the account of an
individual retiring under such plan, and any such transferred amount shall
be credited to a Member's Rollover Contributions Account.
18
4.5 Employer Matching Contributions
-------------------------------
Unless determined otherwise by the Retirement Committee, an Employer
shall contribute monthly on behalf of each Active Member an amount equal to
one-half of the aggregate of the Pre-Tax Contributions and Post-Tax
Contributions made on behalf of the Member for such month, but, except as
provided under Section 4.9 for purposes of satisfying the requirements of
that Section for a particular Plan Year, only to the extent that the sum of
(i) the Pre-Tax Contributions and (ii) the Post-Tax Contributions does not
exceed six percent of the Member's Compensation for such month. Further,
if so determined by the Retirement Committee at its sole discretion, an
Employer shall contribute an additional Matching Contribution on behalf of
a Member who is an Active Member on the last day of the Plan Year if the
sum of the Member's Pre-Tax Contributions and Post-Tax Contributions for
such Plan Year equals at least the maximum percentage of Periodic
Compensation eligible for Matching Contributions pursuant to the preceding
sentence for such Plan Year, but the actual Matching Contributions made on
behalf of the Member for such Plan Year is less than one-half of such
maximum percentage. The amount of such additional Matching Contribution
shall be the amount which when added to the actual Matching Contributions
for the Member for such year, will equal one-half of the maximum percentage
of Periodic Compensation eligible for Matching Contributions for such Plan
Year. Such contributions may be in the form of cash or in the form of
shares of any class of common stock of the Company or in a combination of
both. Such contributions will be held in the Employer's Matching
Contributions Account pursuant to Section 5.1 of the Plan.
4.6 Limitations On Pre-Tax Contributions Affecting Highly
-----------------------------------------------------
Compensated Employees
---------------------
(a) With respect to each Plan Year, the Actual Deferral Percentage
for Highly Compensated Employees shall not exceed the Actual Deferral
Percentage for all other Employees who are Members or eligible to become
Members multiplied by 1.25, except that if the Actual Deferral Percentage
for Highly Compensated Employees exceeds the Actual Deferral Percentage for
all other
19
Employees who are Members or eligible to become Members by no more than two
percentage points, the 1.25 multiplier in the preceding sentence shall be
replaced by 2.0.
(b) The Retirement Committee shall implement rules limiting the Pre-
Tax Contributions which may be made on behalf of Highly Compensated
Employees during the Plan Year so that this limitation is satisfied.
(c) In the event the limitation under this Section 4.6 is exceeded in
any Plan Year, the Retirement Committee, to the extent permitted by
regulations issued under Section 401(k)(3), may, under uniform rules,
recharacterize all or part of any Excess Contributions as Post-Tax
Contributions so that the limitation in that year is not exceeded.
(d) To the extent such Excess Contributions exceeding the limitation
under this Section 4.6 are not recharacterized as Post-Tax Contributions,
or the limitation under this Section 4.6 continues to be exceeded following
such recharacterization, an Employer may, in the discretion of the
Retirement Committee, make additional contributions to the Member's
Accounts of Members who are not Highly Compensated Employees, which
additional contributions shall be qualified nonelective contributions as
described in Section 401(m)(4)(C) of the Code and the regulations issued
thereunder, up to an amount necessary to assure that the limitation under
this Section 4.6 is not exceeded in the Plan Year. To the extent the
limitation under this Section 4.6 continues to be exceeded following the
contribution of such qualified nonelective contributions, if any, such
excess Pre-Tax Contributions made on behalf of Highly Compensated Employees
with respect to a Plan Year and income allocable thereto shall be
distributed to such Highly Compensated Employees as soon as practicable
after the close of such Plan Year, but no later than twelve months after
the close of such Plan Year. The amount of any distribution made pursuant
to this Section will be reduced by the amount of any amounts distributed
pursuant to Section 4.8. The amount of income allocable to Excess
Contributions shall be determined in accordance with the regulations issued
under Section 401(k) of the Code. The Retirement Committee is authorized
to implement rules under which it may utilize any combination of the
foregoing methods to assure that the limitation of this Section 4.6 is
satisfied.
20
4.7 Maximum Member Tax Deferred Contributions
-----------------------------------------
Notwithstanding any other provision of the Plan, in no event may the
amount of Pre-Tax Contributions to this Plan on behalf of any Member, in
addition to all such deferrals on behalf of such Member under all other
cash or deferred arrangements (as defined in Code Section 401(k)) in which
a Member participates, exceed $7,000 (indexed as provided in Section
402(g)(5) of the Code) in any taxable year of a Member. If a Member
participates in another cash or deferred arrangement in any taxable year
and his or her total salary deferral contributions under this Plan and such
other plan exceed $7,000 (as indexed) in a taxable year, he or she may
receive a distribution of the amount of the excess deferral (a deferral in
excess of $7,000, as indexed) that is attributable to a Pre-Tax
Contribution in this Plan together with earnings thereon, notwithstanding
any limitations on distributions contained in this Plan. Such distribution
shall be made by the April 15 following the Plan Year of the Pre-Tax
Contribution provided that the Member notifies the Retirement Committee of
the amount of the excess deferral that is attributable to a Pre-Tax
Contribution to this Plan and requests such a distribution. The Member's
notice must be received by the Retirement 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 Pre-Tax
Contributions to this Plan shall be subject to all limitations on
withdrawals and distributions in this Plan.
4.8 Limitations On Employer Matching Contributions And Post-Tax
-----------------------------------------------------------
Contributions Affecting Highly Compensated Employees
----------------------------------------------------
(a) With respect to each Plan Year, the Contribution Percentage for
Highly Compensated Employees shall not exceed the Contribution Percentage
for all other Employees who are Members or eligible to become Members
multiplied by 1.25, except that if the Contribution Percentage for Highly
Compensated Employees exceeds the Contribution Percentage for all other
Employees who are Members or eligible to become Members by no more than two
percentage points (or such lesser amount as the Secretary of the Treasury
shall prescribe to prevent the multiple use of this alternative limitation
with respect to any Highly Compensated Employee), the 1.25 multiplier in
the preceding sentence shall be replaced by 2.0.
21
(b) The Retirement Committee shall implement rules limiting
the Employer Matching Contributions and Member Post-Tax Contributions which
may be made on behalf of Highly Compensated Employees during the Plan Year
so that this limitation is satisfied.
(c) To the extent such contributions exceed the limitation under
Section 4.8(a), an Employer may, in the discretion of the Retirement
Committee, make additional contributions to the Member's Accounts of
Members who are not Highly Compensated Employees, which additional
contributions shall either be qualified nonelective contributions as
described in Section 401(m)(4)(C) of the Code and the regulations issued
thereunder or additional Matching Contributions under Section 4.5(b) of the
Plan, up to an amount necessary to assure that the limitation under Section
4.8(a) is not exceeded in the Plan Year. In addition, in accordance with
regulations issued under Section 401(m) of the Code, the Retirement
Committee may elect to treat amounts attributable to Pre-Tax Contributions
as such additional Matching Contributions solely for the purposes of
satisfying the limitation of this Section.
(d) To the extent the limitation under Section 4.8(a) continues to be
exceeded following the contribution of such qualified nonelective
contributions or additional Matching Contributions, if any, the amount of
Excess Aggregate Contributions attributable to Post-Tax Contributions,
including recharacterized Pre-Tax Contributions, if any, with respect to
such Plan Year which were not matched pursuant to Section 4.5(b), and any
income attributable thereto, shall be distributed to Highly Compensated
Employees to the extent necessary to satisfy the limitations under Section
4.8(a) for the Plan Year. To the extent the limitation under Section
4.8(a) still continues to be exceeded following the distributions described
above, the amount of Excess Aggregate Contributions attributable to Member
Post-Tax Contributions which were matched pursuant to Section 4.5(b), and
any income attributable thereto, and the amount of Excess Aggregate
Contributions attributable to Matching Contributions under the profit
sharing portion of the Plan, and any income attributable thereto, shall be
distributed to Highly Compensated Employees to the extent vested pursuant
to Section 8.1 of the Plan or if not vested, forfeited. Any such
forfeitures will be subject to Section 8.3 of the Plan. The amount of the
Excess Aggregate Contributions attributable to matched Member Post-Tax
Contributions and Matching Contributions under the
22
profit sharing portion of the Plan to be distributed or forfeited shall be
determined on a pro-rata basis in proportion to the matched Post-Tax
Contributions and Matching Contributions under the profit sharing portion
of the Plan on behalf of such Highly Compensated Employee for the Plan
Year.
(e) 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 in which they occur, but no
later than twelve months after the close of the Plan Year. The amount of
income allocable to any distribution made pursuant to this Section 4.8
shall be determined in accordance with the regulations issued under Section
401(m) of the Code. The Retirement Committee is authorized to implement
rules under which it may utilize any combination of the foregoing methods
to assure that the limitation of Section 4.8(a) is satisfied.
4.9 Limitations On Annual Additions.
-------------------------------
(a) Basic Limitation. The maximum aggregate annual addition
----------------
allocated to a Member's Account in any Plan Year shall not exceed the
lesser of:
(1) 25 percent of the Member's Earnings in such Plan Year, or
(2) $30,000 (or, if greater, one-fourth of the defined benefit
dollar limitation set forth in Section 415(b)(1) of the Code as in effect
for the Plan Year, which shall be the "Limitation Year").
(b) Limitation For Members In A Combination of Plans. In the case of
------------------------------------------------
a Member who participates in this Plan and a qualified defined benefit plan
maintained by an Employer, the sum of the defined contribution plan
fraction (as defined in Section 415(e)(3) of the Code) and the defined
benefit plan fraction (as defined in Section 415(e)(2) of the Code) in any
year shall not exceed l.0. In the event the sum of such fractions exceeds
1.0, contributions and benefits shall be reduced by the amount necessary to
meet the rule stated in this subsection pursuant to the provisions of
subsection (c) below. Notwithstanding the foregoing, an amount shall be
subtracted from the numerator of the defined contribution plan fraction
(not exceeding such numerator) as prescribed by the Secretary of the
Treasury so that the sum of the defined benefit plan fraction and defined
23
contribution plan fraction (not exceeding such numerator) as prescribed by
the Secretary of the Treasury so that the sum of the defined benefit plan
fraction and defined contribution plan fraction computed under Code Section
415(e)(1) as amended by the Tax Reform Act of 1986 does not exceed 1.0 for
any limitation year.
(c) Preclusion Of Excess Annual Additions; Reduction Of Benefits.
------------------------------------------------------------
The Retirement Committee shall maintain records showing the contributions
allocated to a Member's Account in any Plan Year.
(1) In the event that the Retirement Committee determines that
the allocation of a contribution would cause the restrictions imposed by
paragraph (a) to be exceeded with respect to this Plan or when combined
with any other defined contribution plan pursuant to paragraph (e),
allocations shall be reduced in the following order, but only to the extent
necessary to satisfy such restrictions:
(A) First, the annual additions under this Plan;
(B) Second, the annual additions under any other qualified
defined contribution plan maintained by an Employer.
(2) If it becomes necessary to make an adjustment in annual
additions to a Member's Account under this Plan, either because of the
limitations as applied to this Plan alone or as applied to this Plan in
combination with another plan, the Plan:
(A) shall pay to the Member, to the extent necessary and as soon
as administratively feasible, the unmatched Post-Tax Contributions, if any,
made on behalf of the Member and any earnings thereon;
(B) shall pay to the Member, to the extent necessary and as soon
as administratively feasible, the unmatched Pre-Tax Contributions, if any,
made on behalf of the Member and any earnings thereon;
(C) shall pay to the Member, to the extent necessary and as soon
as administratively feasible, the amount of the matched Post-Tax
Contributions made on the Member's behalf and any earnings thereon;
(D) shall pay to the Member, to the extent necessary and as soon
as administratively feasible, the amount of the matched Pre-Tax
Contributions made on the Member's behalf and any earnings thereon. The
Matching Contributions made in accordance with Section 4.5 with respect to
such matched Pre-Tax Contributions and any earnings thereon shall be
allocated to the extent
24
necessary and as soon as administratively feasible to a suspense account
and then treated as Employer contributions in the next Plan Year. For
purposes of this Subparagraph 4.11(c)(2)(D), Matching Contributions
attributable to the profit sharing portion of the Plan shall be allocated
to the suspense account before Matching Contributions attributable to the
employee stock ownership portion of the Plan are so allocated.
(E) shall allocate to the extent necessary and as soon as
administratively feasible, the amount of the remaining Employer
contributions and earnings thereon to a suspense account and which amount
will then be treated as Employer contributions made in accordance with
Sections 4.1 and 4.5 in the next Plan Year; and
(F) shall limit other Employer contributions made.
(3) Notwithstanding paragraph (1), if the combination limitation
prescribed under paragraph (b) hereof would be exceeded, benefits under the
defined benefit plan shall be frozen or reduced, if necessary, prior to
making any reductions in this Plan or any other qualified defined
contribution plan; provided, however, if in a subsequent year the
limitations are increased due to cost of living adjustments or any other
factor, the freeze or reduction of the Member's benefits shall lapse to the
extent that additional benefits may be payable under the increased
limitations.
(d) Disposal Of Excess Annual Additions. In the event that,
-----------------------------------
notwithstanding the foregoing paragraphs, the restrictions prescribed
hereunder are exceeded with respect to any Member and such excess arises as
a consequence of a reasonable error in estimating the Member's
compensation, such excess shall be utilized to reduce future contributions
on behalf of the Member for the next succeeding calendar year and
succeeding calendar years as necessary or, if the Member is no longer
employed in such a succeeding year, to reduce future contributions on
behalf of the other Members entitled to an allocation.
25
(e) Aggregation Of Plans. For purposes of this Section, all
--------------------
qualified defined contribution plans (whether or not terminated) maintained
by an Employer shall be treated as a single plan, and all qualified defined
benefit plans (whether or not terminated) maintained by an Employer shall
be treated as a single plan.
(f) Definition Of "Annual Addition". For purposes of this Section,
-------------------------------
the term "annual addition" shall mean the sum for any Plan Year of the
following amounts allocated to the Member's Account:
(1) Employer contributions pursuant to Sections 4.1 and 4.5;
(2) Member contributions pursuant to Section 4.2.
Rollover Contributions made pursuant to Section 4.4, repaid distributions
and forfeitures restored in accordance with Subsection 8.3 shall not be
treated as annual additions.
(g) Definition Of "Employer". For purposes of this Section, the term
------------------------
"Employer" shall include any Affiliated Company.
(h) Definition Of "Earnings". For purposes of this Section, the term
------------------------
"Earnings" with respect to any Member shall mean the Member's compensation
as determined under Section 415(c)(3) of the Code and the Regulations
thereunder.
26
ARTICLE V
---------
INVESTMENT OF ACCOUNTS
----------------------
5.1 Investment Of Matching Contributions
------------------------------------
All contributions made by an Employer to the Member's Employer's
Matching Contribution Account shall be invested in the Viacom Inc. Stock
Fund, as described in Section 5.2(d).
5.2 Establishment Of Investment Funds
---------------------------------
All amounts held in the Members' Pre-Tax Contributions Accounts, Post-
Tax Contributions Accounts, Rollover Contributions Accounts, and any other
accounts established on behalf of the Member under the Plan and designated
by the Retirement Committee will be invested in any of the Investment Funds
made available to such Members by the Retirement Committee. Such
Investment Funds may include, but shall not be limited to, an Income Fund,
Equity Fund and the Paramount Communications Inc. Stock Fund, as described
below.
(a) Income Investment Fund -- One or more fixed income funds, as may
----------------------
be available from time to time, invested in fixed income securities,
including securities issued by insurance companies, financial institutions
and the United States Government and its agencies.
(b) Equity Fund -- One or more diversified equity funds, as may be
-----------
available from time to time, invested in equity securities or securities
convertible into equity securities or in a commingled equity trust for the
collective investment of funds of employee benefit plans qualified under
Section 401(a) of the Code (or corresponding provisions of any subsequent
Federal revenue law at the time in effect), excluding, however, any stocks
or other securities of the Trustee. This exclusion shall not apply to any
investment in a commingled trust not proscribed by applicable law.
(c) The Balanced Fund -- One or more funds, as may be available from
-----------------
time to time, designed to invest in a combination of equity securities,
primarily common stocks, and fixed income securities, primarily bonds.
(d) Viacom Inc. Stock Fund -- A fund designed solely to invest in
----------------------
Viacom Stock or to hold Viacom Stock contributed to the Plan by the
Company. Up to 100 percent of the assets of the Plan may be invested in
the Stock Fund.
27
The Trustee in its sole discretion may keep such amounts of cash and
cash equivalents as it shall deem necessary or advisable as a part of such
Investment Funds all within the limitations specified in the applicable
Trust Agreement. Dividends, interest and other distributions received on
the assets held in respect to each Investment Fund shall be reinvested in
the respective Investment Fund.
5.3 Investment Of Contributions
---------------------------
Except as provided in Section 5.1, contributions under the Plan shall
be invested in multiples of 10 percent, in any one or more of the
Investment Funds, as elected by the Member.
5.4 Change Of Election
------------------
Except as provided in Section 5.1, a Member may elect to change his or
her investment elections only once in each calendar quarter by notifying
the Human Resources Department of the Company on a form provided by the
Human Resources Department for such purpose, at least 25 days prior to the
end of the calendar quarter. The election shall be specified as a multiple
of 10 percent. Changes in a Member's investment election shall be
effective as of the first business day of the month following March 31st,
June 30th, September 30th, or December 31st coincident with or following
the Member's approved election.
5.5 Transfers Among Investment Funds
--------------------------------
A Member may, not more often than once in a calendar quarter and upon
prior written notice to the Human Resources Department of the Company,
elect to transfer all or any portion of the value of his or her Member's
Account in one of the Investment Funds to any other Investment Fund;
provided, however, that no transfers are permitted to be made from the
Viacom Inc. Stock Fund of amounts attributable to Matching Contributions.
Any such election must be made on a form provided by the Human Resources
Department for such purpose, at least 25 days prior to the end of the
calendar quarter. The election shall be specified as a multiple of 10
percent. A transfer shall be effective as of the first business day of the
month following March 31st, June 30th, September 30th or December 31st
coincident or following the Member's approved election.
28
5.6 Merged Plan Assets
------------------
Notwithstanding any other provision of this Article V, upon the
transfer to the Plan of the assets of any other tax qualified retirement
plan which is merged with the Plan, for a period of 30-days following the
transfer of assets to the Plan in connection with such merger a Member may
elect in writing in accordance with Section 5.3 the Investment Fund or
Funds in which such transferred amounts will be invested, and such election
shall be given effect as soon as administratively feasible. In the absence
of such an election by a Member within such 30-day period, any such amounts
transferred to the Plan shall be credited to that Investment Fund described
in Section 5.2 which is most similar to the investment fund under the
transferor plan from which such amounts are transferred.
5.7 Dividends on Company Stock
--------------------------
All cash dividends on Viacom Stock held in a Member's Account shall be
reinvested in Viacom Stock.
29
ARTICLE VI
----------
VALUATION AND ACCOUNTING
------------------------
6.1 Establishment Of Accounts
-------------------------
The Retirement Committee shall establish and maintain separate
accounts for each Member, which shall be appropriately adjusted as herein
provided to reflect each Member's interest in the Plan.
6.2 Valuation Of Accounts
---------------------
Each Member's Account under the Plan shall be valued at its fair
market value and adjusted as of each Valuation Date in the following
manner:
(a) An "Adjusted Account Balance" shall be determined for each one of
the separate accounts maintained for the Member by subtracting from the
Member's individual account balances on the preceding Valuation Date any
distribution made from each individual account. The earnings of the Trust
Fund for the period from the preceding Valuation Date to the current
Valuation Date shall be allocated to each account by multiplying the
account's earnings by a fraction, the numerator of which shall be the
Adjusted Account Balance and the denominator of which shall be the
aggregate value, determined as of the previous Valuation Date of all of the
Member Adjusted Account Balances in existence on the current Valuation Date
with respect to the same type of account.
(b) To the amounts determined under Subsection (a) shall be added the
share of the Member's and Employer contributions, if any, allocated to each
Member's Accounts for the period ending on said Valuation Date.
6.3 Adjustment To Accounts
----------------------
Each Member's Account shall be adjusted as of each Valuation Date, to
reflect any change required by Section 6.2. In addition, the Retirement
Committee shall take such steps and shall keep such records as are required
pursuant to Section 72(d) of the Code or any regulation, ruling or notice
thereunder in order to ensure that a Member's Post-Tax Contributions and
earnings thereon are deemed to be a separate contract under such Section of
the Code.
30
ARTICLE VII
-----------
WITHDRAWALS
-----------
7.1 Voluntary Withdrawals
---------------------
An Active Member who has not attained age 59 1/2 may elect to withdraw
from his or her Member's Account the amount described below, less the
amount of any outstanding loan, in one or more withdrawals, according to
the order in which paragraphs (a) through (d) are presented, as the amounts
described in each successive paragraph are exhausted:
(a) An amount equal to all or a part of his or her Post-Tax
Contributions, and a pro rata portion of the earnings on such Post-Tax
Contributions, but no more than the current value thereof in the event such
value is less than the net amount of such Post-Tax Contributions.
(b) An amount equal to all or part of his or her contributions to his
or her Rollover Contributions Account and a pro rata portion of the
earnings on such contributions, but no more than the current value thereof
in the event such value is less than the net amount of such contributions
to the Rollover Contributions Account.
In addition to withdrawals permitted pursuant to paragraphs (a) and
(b) above, an Active Member may elect to withdraw his or her Pre-Tax
Contributions and the earnings thereon, less the amount of any outstanding
loan, in one or more withdrawals, after exhausting all amounts described in
paragraphs (a) through (d) above, provided such Active Member has attained
age 59 1/2.
7.2 Hardship Withdrawals
--------------------
In addition to withdrawals permitted under Section 7.1, in the event
of a financial hardship an Active Member may request a withdrawal of his or
her Pre-Tax Contributions, but not the earnings attributable thereto, after
withdrawing all amounts available under Section 7.1. In accordance with
the rules set forth below, the Member must not be able to relieve the need
with assets reasonably available from other resources of the Member. For
these purposes, a Member shall be deemed to have no other resources
reasonably available only if: (i) the Member has obtained all withdrawals,
distributions and loans currently available to the Member under the Plan
and all other qualified plans maintained by the Company or an Affiliated
Company (except to the extent that obtaining such a loan
31
would itself increase the amount of the financial hardship), (ii) the
Member agrees to cease all Pre-Tax Contributions and Post-Tax Contributions
under the Plan as well as all similar contributions to all other qualified
defined contribution 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 (iii) 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 Section 7.2, the term "financial hardship" shall
be deemed to include only financial needs arising from: (1) medical
expenses (as defined in Section 213(d) of the Internal Revenue Code)
incurred by the Member or a Member's spouse or dependent which are not
covered by insurance or are necessary for such persons to obtain medical
care described in Section 213(d); (2) expenses related to the payment of
tuition and related educational fees for the next twelve months of post-
secondary education of a Member, his or her spouse or dependent; (3) the
expenses relating to the purchase, excluding mortgage payments, of a
primary residence for the Member; or (4) expenses relating to the need to
prevent the eviction of the Member from his or her principal residence or
foreclosure on the mortgage of the Member's principal residence.
7.3 Form And Frequency Of Election; Withdrawal Amounts
--------------------------------------------------
Elections for a withdrawal in accordance with Sections 7.1 or 7.2 may
not be made more than once in any month and shall be made in writing on a
form prescribed by and filed with the Retirement Committee to be effective
as of the Valuation Date next following the date of such election or as
soon as administratively feasible thereafter. The minimum for which a
withdrawal may be requested is the lesser of (i) $500 or (ii) in the case
of a withdrawal under Section 7.1, the aggregate Vested Interest the Member
has in his or her Member's Account under each of the paragraphs listed in
Section 7.1 from which the Member is entitled to request a withdrawal, and,
in the case of a hardship withdrawal under Section 7.2, the amount of the
Member's Pre-Tax Contributions in his or her Pre-Tax Contributions Account.
Any such withdrawal amount shall be paid in cash.
32
ARTICLE VIII
------------
VESTING AND DISTRIBUTIONS UPON RETIREMENT,
------------------------------------------
DISABILITY, DEATH OR OTHER TERMINATION OF EMPLOYMENT
----------------------------------------------------
8.1 Vesting
-------
(a) A Member shall at all times be fully vested in his or her Post-
Tax Contributions Account, Pre-Tax Contributions Account, Rollover
Contributions Account and any qualified nonelective contributions made
pursuant to Section 4.8 of the Plan.
(b) Except as provided in (c) below, a Member's Vested Interest in
his or her Employer's Matching Contributions Account (other than any
qualified nonelective contributions made pursuant to Sections 4.6 or 4.8 of
the Plan) shall be determined as follows:
A Member's Years of Vested Portion of Employer's
Vesting Service Matching Contributions Account
------------------------- ------------------------------
Less than 3 years 0 percent
3 years 33 1/3 percent
4 years 66 2/3 percent
5 years 100 percent
If a Member separates from service before he is 100% vested in his
Employer's Matching Contributions Account and requests and receives a
distribution from such Account, he shall forfeit the nonvested portion of
his Employer's Matching Contributions Account. If he again becomes an
employee prior to incurring a period of severance of at least sixty
consecutive months, the forfeited amount shall be restored only if he
repays the amount of the distribution, if any, he received from his
Employer's Matching Contributions Account at the time of his earlier
termination of employment no later than five years after his date of
reemployment.
33
(c) If a Member terminates employment with all Employers and
Affiliated Companies on or after reaching his or her Early Retirement Date,
Normal Retirement Date, on account of a Disability or on account of death,
the Member (or his or her Beneficiary) shall be fully vested in all of his
or her Member Accounts.
8.2 Time And Manner Of Distribution
-------------------------------
(a) Distribution Upon Termination Of Employment. A Member whose
-------------------------------------------
employment is terminated for any reason shall be entitled, upon written
request, in accordance with procedures established by the Retirement
Committee, to receive distribution of his or her entire Vested Interest in
his or her Member's Account in accordance with the following rules:
(i) If a Member's Vested Interest in his or her Member's
Account, when taken in conjunction with the value of the Member's Vested
interest in the Paramount Communications Inc. Employees' Savings Plan, is
$3,500 or less, or if the Member consents in writing within 60 days of the
termination of employment, distribution of his or her Vested Interest shall
be made as soon as administratively feasible. The amount of such Member's
Vested Interest shall be determined:
(A) in the case of a Member whose Vested Interest in such
Member's Account, when taken in conjunction with the value of the Member's
Vested interest in the Paramount Communications Inc. Employees' Savings
Plan, exceeds $3,500, as of the Valuation Date coinciding with or
immediately following the date upon which the Retirement Committee receives
a written application for benefits; or
(B) in the case of a Member whose Vested Interest in his or
her Member's Account, when taken in conjunction with the value of the
Member's Vested interest in the Paramount Communications Inc. Employees'
Savings Plan, is $3,500 or less, as of the Valuation Date coinciding with
or immediately following the date upon which the Retirement Committee
receives a written notification of the Member's termination of employment.
(ii) If a Member's Vested Interest in his or her Member's
Account, when taken in conjunction with the value of the Member's Vested
interest in the Paramount Communications Inc. Employees' Savings Plan,
exceeds $3,500, determined as of the Valuation Date immediately following
receipt of written notification by the Retirement Committee of such
Member's termination of
34
employment, and he or she does not consent in writing within 60 days of the
termination of employment to an immediate distribution to be made as soon
thereafter as administratively feasible, distribution of his or her Vested
Interest shall be made in an amount determined as of the Valuation Date on
or immediately after the earlier of the Member's consent to a distribution,
attainment of age 65 or death, and distribution shall be made as soon
thereafter as administratively feasible.
(b) Manner Of Distribution. Except as provided in (c) below,
----------------------
distributions shall be paid in a single sum.
All amounts in the Member's Accounts shall be distributed to the
Member in cash or, at the election of the Member or his or her beneficiary,
to the extent shares of Viacom Stock are held in the Member's Account, in
such shares of Viacom Stock. Any such elections must be made prior to the
date the Member had elected for the initial distribution from the Plan and
shall be irrevocable after the date as of which funds are first
distributed.
(c) Installment Payout. Notwithstanding the above, if the value of
------------------
the Member's Account, when taken in conjunction with the value of the
Member's Vested interest in the Paramount Communications Inc. Employees'
Savings Plan, exceeds $3,500 and the Member has commenced retirement
benefits under the Paramount (PDI) Distribution Inc. Retirement Plan or
suffered a Disability, the Member may elect to receive the balance of his
or her Member's Account paid in a series of annual cash payments commencing
not later than the Member's attainment of age 70 over a period of up to 15
years as elected by the Member but not to extend beyond the combined life
expectancies of the Member and his or her Beneficiary. Unless the
Beneficiary is the Member's spouse, the payout shall be adjusted (if
necessary) so that at least one-half of the balance of the Member's Account
is expected to be payable to the Member. The amount of the first
installment payment shall be an amount equal to the product of (A) the
value of the Member's Account as of the Valuation Date coincident with or
next preceding the date of distribution and (B) a fraction with a numerator
equal to one and a denominator equal to the total number of annual
installments to be paid. The amount of each subsequent installment payment
shall be equal to the product of the value of the Member's Account as of
the Valuation Date which falls on the anniversary of the Valuation Date
described in the preceding sentence, and a fraction with a numerator equal
to one and a denominator equal to the number of
35
installment payments remaining (including the current payment). In no
event shall the amount of any installment payment be less than the amount
determined under United States Department of the Treasury rules and
regulations. Installment payments shall be charged against the Member's
Account after the processing of all other accounting items with respect to
the applicable Valuation Date. If a Member who is receiving installment
payments returns to employment with any Employer or Affiliated Company, the
installment payments shall cease and such payments shall resume when the
Member again terminates employment. The Member may change the method of
distribution upon such termination of employment.
(d) Distribution Upon Death. Upon the death of a Member (whether
-----------------------
before or after any installment payments have been made in accordance with
Section 8.2(c)), his or her Beneficiary shall receive the entire value
credited to his or her Member's Account as of the Valuation Date coincident
with or next following the date the Retirement Committee receives written
notification of the Member's death. Such distribution will be made as soon
as practicable thereafter; provided, however, that a Beneficiary may elect
to defer receipt of the value of the Member's Account until the calendar
year following the Member's death, in which case distribution shall be made
as soon as practicable following the end of the calendar year of the
Member's death, in an amount determined as of the last Valuation Date of
such year.
All amounts in the Member's Accounts shall be distributed to the
designated Beneficiary in cash or, at the election of the designated
beneficiary, to the extent shares of Viacom Stock are held in the Member's
Account, in such shares of Viacom Stock. The value of the Member's Account
which are to be distributed shall be determined as of the Valuation Date
coincident with or next following the date of death, or the date the
Committee or its delegate is properly notified in writing of the death of
the Member on whose behalf a distribution is to be made.
(e) Investment of Account of Terminated Member. The Member's Account
------------------------------------------
of a Member who does not take an immediate distribution pursuant to Section
8.2(a) shall continue to be invested in the Investment Fund established
under Section 5.2 in accordance with the election of the Member in effect
at the
36
time that such Member terminates employment. A Member who terminated
employment but did not take an immediate distribution pursuant to Section
8.2(a) may elect to transfer all or any portion of the value of his or her
Member's Account in one of the Investment Funds to any other Investment
Fund in accordance with the provisions of Section 5.5.
(f) Direct Rollovers. Notwithstanding any other provision of this
----------------
Plan, a Member, a surviving spouse of a Member, or a spouse or former
spouse of a Member who is an alternate payee under a qualified domestic
relations order, as determined under section 13.1(b) (such individual, as
applicable, referred to as the "Distributee") may request, on a form to be
provided by the Retirement Committee, a Direct Rollover Distribution of the
amount to which he is otherwise entitled under the Plan, in accordance with
Section 401(a)(31) of the Code, to an eligible retirement plan (as defined
in Section 401(a)(32)(D) of the Code). Such amount shall constitute all or
part of any distribution from the Plan 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 (i) through (vii) below:
(i) A Direct Rollover Distribution shall only be made to one
eligible retirement plan; a Distributee may not elect to have a Direct
Rollover Distribution apportioned between or among more than one eligible
retirement plan.
(ii) Direct Rollover Distributions shall be made in cash in the
form of a check made out to the trustee or custodian (as appropriate) of
the eligible retirement plan, or the extent provided under Article VIII, in
shares of Company Stock, all in accordance with procedures established by
the Retirement Committee.
(iii) A Direct Rollover Distribution must be in an amount at
least equal to $200.
(iv) 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.
37
(v) No Direct Rollover Distribution shall be made unless the
Distributee furnishes the Retirement Committee with such information as may
be reasonably required by the Board to accomplish the Direct Rollover in
accordance with the applicable law and regulations, including but not
limited to the name of the recipient eligible retirement plan, and any
account number or other identifying information concerning such plan.
(vi) No Direct Rollover Distribution may be made unless the
Distributee has received a written explanation of the consequences of such
a distribution and such other information required by the Code at such time
and in such manner as required by Sections 402(f) and 411(a11) of the Code
and the regulations and other guidance issued thereunder.
(vii) Direct Rollover Distributions shall be treated as all
other distributions under the Plan and shall not be treated as a direct
trustee-to-trustee transfer of assets and liabilities.
8.3 Forfeitures
-----------
(a) If a Member terminates employment prior to the date on which he
or she is fully vested in his or her Member's Account and receives a
distribution of such Member's Account, the non-vested portion of his or her
Employer's Matching Contribution Account shall be forfeited.
(b) The amount of the Member's Employer's Matching Contributions
Account and forfeited in accordance with (a) above shall be restored if (i)
the Member is re-employed by any Employer or Affiliated Company before he
or she has incurred five consecutive One-Year Breaks in Vesting Service,
and (ii) the Member repays the full amount of such distribution before the
earlier of (A) the date he or she has incurred five consecutive One-Year
Breaks in Vesting Service, or (B) five years after the first date on which
he or she is subsequently re-employed. The source for restoring
forfeitures shall be current forfeitures or, if insufficient, an additional
Employer contribution. Repaid distributions and restored forfeitures shall
be invested proportionately in the Investment Funds selected by the Member.
(c) If a Member terminates employment prior to the date on which he
or she is fully vested in his or her Member's Account, does not consent to
receive a distribution of such Member's Account, and is not re-employed by
an Employer before the end of five consecutive One-Year Breaks in Vesting
Service, the non-
38
vested portion of his or her Member's Account shall be forfeited as of the
close of the fifth One-Year Break in Vesting Service.
(d) All forfeitures shall be applied during each Plan Year, as
directed by the Retirement Committee, in its sole discretion, to: (i)
restore amounts previously forfeited by Members but required to be
reinstated upon resumption of employment in accordance with Subsection (b),
(ii) be applied towards the payment of any Matching Contributions, (iii)
pay Plan expenses, to the extent not paid by the Company, or (iv) correct
an error made in allocating amounts to Members' Accounts or resolve any
claim filed under the Plan in accordance with Section 10.6.
8.4 Latest Commencement Of Payments
-------------------------------
(a) Notwithstanding the other provisions of this Article VIII, a
Member's Account shall begin to be distributed not later than the 60th day
following the end of the Plan Year in which the latest of the following
occurs:
(1) the Member's 65th birthday,
(2) the tenth anniversary of the date on which he or she became
a Member, or
(3) the date he or she terminates service with an Employer.
(b) Distribution of any Member's Account shall be made not later than
April 1 of the calendar year following the calendar year in which he or she
attains age 70 1/2, provided, however, that if a Member shall have attained
age 70 1/2 before January 1, 1988, distribution shall be made not later than
April 1 following the calendar year in which the Member retires. Any
distribution required to be made under this Section 8.4(b) shall be made in
the form of cash installments payable over the life expectancy of the
Member, provided, however, that upon the Member's death or other
termination of employment, the balance of the Member's Vested Interest
shall be paid, pursuant to the Member's or Beneficiary's election, in
accordance with Section 8.2(b), 8.2(c) or 8.2(d).
8.5 Termination of Employment
-------------------------
Except as specifically provided otherwise in the Plan, for purposes of
this Article VIII, a Member shall not be considered to have separated from
service or terminated employment if he enters directly into the employ of
another Employer
39
or an Affiliated Company, or if the trade or business or subsidiary of the
Company or the Affiliated Company for whom he is employed is sold in
accordance with Section 11.2.
40
ARTICLE IX
----------
LOANS
-----
9.1 Eligibility For A Loan
----------------------
Upon application of a Member, the Retirement Committee, at its sole
and absolute discretion, may make a loan or loans to such Member from the
profit sharing portion of the Plan. Loans shall be made available in a
uniform nondiscriminatory manner and on a reasonably equivalent basis and
loans shall not be made to Highly Compensated Employees, in an amount
representing a percentage of such a Member's vested interest under the
profit sharing portion of the Plan greater than the percentage made
available to other Members. In the event that a member of the Retirement
Committee makes an application for a loan, such Retirement Committee member
shall not participate in the review of his or her own loan application.
The amount of any loan made to a Member shall be limited to 50 percent of
his or her vested interest in his or her Member's Account at the time such
loan is requested, less the amount of any outstanding loans previously made
to such Member. The minimum amount of any loan shall be $500. The
aggregate loans outstanding to any Member shall not exceed 50 percent of
the Member's vested interest in his or her Member's Account limited to not
more than the lesser of (i) the balance in the his or her Member's Account
or (ii) $50,000 reduced by the excess of (a) the Member's highest
outstanding loan balance during the preceding 12-month period ending on the
day prior to the date of the loan, minus (b) the outstanding balance of
loans on the date the loan is made. Notwithstanding the foregoing, the
Retirement Committee, at its sole and absolute discretion, may limit the
amount of any loan if its repayment in accordance with Section 9.3,
together with the repayment of any other outstanding loan, would result in
a payroll deduction exceeding 25 percent of the Member's Basic
Compensation. Each Member shall be limited to two outstanding loans. The
amount of the Member's outstanding loans will be proportionately deducted
from each of the Investment Funds in which a portion of the Member's
Account is invested.
9.2 Security And Interest
---------------------
All loans made to a Member shall be adequately secured by the Member's
Account and bear a reasonable prevailing rate of interest as determined
solely by the Retirement Committee.
41
9.3 Loan Repayment
--------------
Any loan or loans made to a Member shall provide for repayment on a
level amortization basis through payroll deductions; provided, however,
that a loan may provide that no repayments are required when the Member is
on authorized leave of absence without pay for up to one year. The
repayment period for any loan shall not exceed five years, except that any
loan used to acquire any dwelling which is used or is to be used within a
reasonable time as the principal residence of the Member may have a
repayment period of up to 25 years, as specified by the Retirement
Committee. The repayment of both principal and interest on the loan will
be credited solely to the Member's Account and allocated to the different
Investment Funds maintained thereunder on the last day of the calendar
month following receipt as directed by the Member in the same proportion
that assets then allocated to the Member's Account are invested in such
Investment Funds.
9.4 Repayment Upon Termination Of Employment
----------------------------------------
If a Member terminates his or her employment with all Employers prior
to repaying any outstanding loan or loans in full, the unpaid balance, with
interest thereon, shall become due and payable and the Retirement Committee
shall satisfy the indebtedness from the Member's vested interest in his or
her Member's Account before making any payments to the Member or
Beneficiary. If the Member's vested interest in his or her Member's
Account is insufficient to repay in full the unpaid balance, with interest
thereon, the Retirement Committee shall demand payment from the terminated
Member or his or her estate. If the Member or his or her estate fail to
meet such demand the Retirement Committee shall take any action it deems
necessary to recover the remaining unpaid balance, with interest thereon.
42
ARTICLE X
---------
ADMINISTRATION OF THE PLAN
--------------------------
10.1 Appointment Of Retirement Committee
-----------------------------------
(a) The Board of Directors shall initially appoint the members of the
Retirement Committee. 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 appoint three of its members to serve as the
Named Fiduciaries of the Plan within the meaning of Section 402(a)(2) of
ERISA.
(b) If no members of the Retirement Committee are in office, the
Company shall be deemed the Retirement Committee.
10.2 Organization And Operation Of The Retirement Committee
------------------------------------------------------
(a) The Retirement Committee shall endeavor to act, in carrying out
its duties and responsibilities in the interest of the Members 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) The Retirement Committee shall act by approval of at least two of
its members if there are two or more members in office at the time, unless
a greater number of members objects in writing to such action, and any
action may be taken either by a vote in a meeting or by action taken in
writing without the formality of convening a meeting.
If there are two or more Retirement 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 Retirement 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 Retirement 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.
43
(e) The Retirement Committee shall endeavor not to engage directly or
indirectly in any prohibited transaction, as set forth in ERISA.
10.3 Duties and Responsibilities of the Retirement Committee
-------------------------------------------------------
The Retirement 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 full authority and
responsibility for administering the Plan in accordance with its provisions
and under applicable law. The duties and responsibilities of the
Retirement 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 Retirement Committee shall not be precluded from
serving the Retirement 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.
10.4 Required Information
--------------------
Each Employer or Members 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
Plan.
44
Failure on the part of any Member or Beneficiary to comply with such
request shall be sufficient grounds for the delay in payment of benefits
under the Plan until the requested information or proof is received.
10.5 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.
10.6 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 Member 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
Retirement Committee.
(b) The Retirement Committee shall provide notice in writing to any
Member 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 Retirement Committee of the Member's or Beneficiary's
claim or, if special circumstances require, and the Member or Beneficiary
is so notified in writing, within 180 days of the receipt by the Committee
of the Member's or Beneficiary's claim. The notice shall be written in a
manner calculated to be understood by the claimant and shall:
(1) set forth the specific reasons for the denial of benefits;
(2) contain specific references to Plan provisions relative to
the denial;
(3) 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 Retirement Committee; and
(4) advise the Member or Beneficiary that any appeal of the
Retirement Committee's adverse determination must be made in writing to the
Retirement 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 Member or
45
Beneficiary fails to appeal the Retirement 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 Retirement Committee's determination shall become
final and conclusive.
(d) If the Member or Beneficiary appeals the Retirement Committee's
denial of benefits in a timely fashion, the Retirement 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 Retirement Committee, and submit
in writing any issues or comments to be addressed on appeal.
(e) The Retirement Committee shall advise the Member 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.
[10.7 Voting And Tender Rights With Respect To A Member's Interest In
---------------------------------------------------------------
The Common Stock Of Paramount Communications Inc.
- -------------------------------------------------
(a) Voting Rights. All shares of Viacom Stock (including fractional
-------------
shares) held in a Member's Account shall be voted by the Trustee, in
accordance with written instructions from each Member or Beneficiary of a
deceased Member. The Company shall cause to be provided to each Member and
Beneficiary of a deceased Member notices and information statements
indicating when voting rights are to be exercised, the content of which
must generally be the same for all Members. The Trustee shall solicit
voting directions before each annual or special stockholder's meeting of
Viacom Inc. from each Member or Beneficiary of a deceased Member. The
directions received by the Trustee shall be held in
46
strictest confidence and shall not be divulged or released to any person.
Upon timely receipt of the directions, the Trustee shall vote those shares
in accordance with the directions received. Shares with respect to which
no instructions are received (whether allocated or unallocated) shall be
voted by the Trustee in the same proportion as shares for which
instructions are received.
(b) Tender Rights. If any offer is made to shareholders of Viacom
-------------
Inc. generally by any person, corporation or other entity (the "Offeror")
to purchase any or all of Viacom Inc.'s outstanding stock, including the
stock then held in Members' Accounts, then and in that event the Trustee
shall promptly forward to each Member and Beneficiary of a deceased Member
all materials and written information furnished to the Trustee by the
Offeror and/or by Viacom in connection therewith, and shall notify each
Member and Beneficiary of a deceased Member in writing of the number of
shares of stock which is then credited to the Member's Account. Such
notice shall also set forth the rights afforded each Member and Beneficiary
of a deceased Member by the following sentence and shall state that shares
of stock for which no timely instructions are received shall be tendered or
not tendered by the Trustee in the same proportion as shares with respect
to which instructions are received. Each Member and Beneficiary of a
deceased Member shall be entitled to instruct the Trustee as to whether all
(but not less than all) of the shares of stock standing to his or her
credit should be tendered by the Trustee pursuant to such offer. The
directions received by the Trustee shall be held in the strictest
confidence and shall not be divulged or released to any person. All shares
of stock that are not allocated to a Member's Account shall be tendered by
the Trustee in the same manner as described above with respect to allocated
shares of stock for which no timely instructions are received.
The Trustee's determination of the number of shares to be tendered
shall be based its receipt of written timely instructions, as described
above. If the stock held in a Member's Account is tendered pursuant to
this paragraph, the proceeds received upon the acceptance of such tender by
the Offeror shall be credited to such Member's Account.]
47
ARTICLE XI
----------
AMENDMENT AND TERMINATION
-------------------------
11.1 Amendment
---------
(a) The Plan may be wholly or partially amended or otherwise modified
any time by the Retirement Committee, provided that:
(1) no amendment or modification shall authorize or permit any
part of the Trust Fund to be used for or diverted to purposes other than
for the exclusive benefit of the Members or their Beneficiaries and/or
persons entitled to benefits under the Plan or cause or permit any portion
of the Trust Fund to revert to or become the property of any Employer; and
(2) no amendment or modification shall have any retroactive
effect so as to cause any reduction in the Member's Account as of the date
of such amendment or shall deprive any Member or Beneficiary of any benefit
accrued hereunder.
(b) Notwithstanding the provisions of Subsection (a), any amendment
may be retroactive to conform the Plan with governmental regulations or
requirements in order to allow the Plan to maintain its qualified status
and to allow the Trust Fund to maintain its tax-exempt status and any such
amendments may be made by the Retirement Committee.
11.2 Termination, Sale of Assets or Sale of Subsidiary
-------------------------------------------------
While the Plan and Trust Fund are intended to be permanent, they may
be terminated at any time at the discretion of the Board of Directors or
its delegate, solely as to all or any one Employer. Written notification
of such action shall be given to each Employer and the Trustee setting
forth the date of termination and such date of termination shall be deemed
a Valuation Date. Thereafter, no further contributions shall be made to
the Trust Fund by an Employer involved in the termination.
Upon the complete or partial termination of the Plan, or upon the
complete discontinuance of all Employer contributions, the rights of all
affected Members in their Member's Accounts shall be fully vested and shall
be distributed at such time and in such manner as provided under Articles
VII and VIII hereof, unless the Retirement Committee amends the Plan to
provide for an earlier payout.
48
Upon the sale of substantially all of the assets 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, for the sole purpose of
determining whether a Member is entitled to a benefit distribution under
the Plan, a Member who is employed by such trade or business or subsidiary
and who continues in the employ of the employer which acquires the assets
of such trade or business or acquires the interest of such subsidiary shall
not be considered to have separated from service. Notwithstanding such
sale, the vested portion of such Member's Accounts shall be distributed at
such time and in such manner as provided under Articles VII and VIII
hereof, unless the Retirement Committee amends the Plan to provide for an
acceleration of the time of distribution of the affected Members' Accounts.
11.3 Merger Of Plans
---------------
Upon the merger or consolidation of this Plan with any other plan or
the transfer of assets or liabilities from the Trust Fund to another trust,
all Members shall be entitled to a benefit at least equal to the benefit
they would have been entitled to receive had the Plan been terminated in
accordance with Section 11.2 immediately prior to such merger,
consolidation or transfer of assets or liabilities.
49
ARTICLE XII
-----------
PARTICIPATING EMPLOYERS
-----------------------
12.1 Adoption Of Plan
----------------
If any company is now or becomes a subsidiary or associated company of
an Employer, the Retirement Committee or its delegate 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 merger or
consolidation or as the result of 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 qualification of the trust for the Plan as tax-exempt under
the Code.
50
ARTICLE XIII
------------
GENERAL PROVISIONS
------------------
13.1 Exclusiveness Of Benefits
-------------------------
(a) The Plan has been created for the exclusive benefit of the
Members and their Beneficiaries. No part of the Trust Fund shall ever
revert to an Employer nor shall such Trust Fund ever be used other than for
the exclusive benefit of the Members and their Beneficiaries, except as
provided in accordance with Subsection (b). No Member or Beneficiary shall
have any interest in or right to any part of the Trust Fund, or any
equitable right under the Trust Agreement except to the extent expressly
provided in the Plan or Trust Agreement.
(b) Notwithstanding Subsection (a), the Retirement Committee and the
Trustee shall comply with a "qualified domestic relations order" as such
term in defined in Section 414(p) of the Code and the benefits otherwise
payable to the Member shall be adjusted accordingly. The Retirement
Committee shall establish reasonable procedures for determining the
qualified status of any domestic relations order and for administering
distributions under any such order.
13.2 Limitation Of Rights
--------------------
The establishment of this Plan shall not be considered as giving to
any Member or other employee of an Employer the right to be retained in the
employ of the Employer, and all Members and other employees shall remain
subject to discharge to the same extent as if the Plan had never been
adopted.
13.3 Non-Assignability
-----------------
No benefit or interest under the Plan shall be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any such action shall be void for purposes of
the Plan. No benefit or interest shall in any manner be subject to the
debts, contracts, liabilities, engagements or torts of any person entitled
to such benefit or interest, nor shall it be subject to attachment or other
legal process for or against any person, except to such extent as may be
required by law.
51
If any payee or representative of a payee under the Plan becomes
bankrupt or attempts to anticipate, alienate, sell, transfer, assign,
pledge, encumber, or charge any such benefit or interest, the Retirement
Committee may hold or apply the benefit or interest or any part thereof to
or for such person, his or her spouse, his or her children, or other
dependents, or any of them in such manner and in such proportions as the
Retirement Committee shall determine in its sole discretion.
Notwithstanding the foregoing, the Retirement Committee and the
Trustee shall comply with a "qualified domestic relations order" as such
term is defined under Section l3.1(b). The Retirement Committee shall
develop procedures to determine whether a domestic relations order is a
"qualified domestic relations order".
13.4 Construction Of Agreement
-------------------------
The Plan shall be construed according to the laws of the State of New
York and all provisions hereof shall be administered according to, and its
validity shall be determined under, the laws of such State, except where
preempted by Federal law.
13.5 Severability
------------
(a) Should any provision of the Plan be deemed or held to be illegal
or invalid for any reason, such invalidity shall not adversely affect any
other Plan provision, and in such case the appropriate parties shall
immediately adopt a new provision or regulation to take the place of the
one deemed or held to be illegal or invalid.
(b) If the invalidity inhibits the proper operation of this Plan, a
new provision shall be adopted to take the place of the one deemed or held
to be illegal or invalid.
13.6 Titles And Headings
-------------------
The titles and headings of the Sections in this instrument are for
convenience of reference only. In the event of any conflict between the
text of this instrument and the titles or headings, the text rather than
such titles or headings shall control.
52
13.7 Counterparts As Original
------------------------
The Plan has been prepared in counterparts, each of which so prepared
shall be construed as an original.
13.8 Construction
------------
The singular, where appearing in the Plan shall include the plural and
the plural shall include the singular.
13.9 Internal Revenue Service Approval
---------------------------------
If the Plan is not approved a tax-qualified by the Internal Revenue
Service and as meeting the requirements of the Code so as to permit each
Employer to deduct for income tax purposes its contributions to the
Trustee, all of the Employers' contributions shall be returned to each
Employer within one year of such determination and the Plan shall be null
and void.
13.10 Trust Fund
----------
All contributions and all other cash, securities or other property
received by the Trustee from time to time and held by it shall constitute
the Trust Fund. The Trust Fund shall be held and invested upon such terms
and in such manner as set forth in the Plan and Trust Agreement. The
Trustee shall have exclusive authority and control to manage and control
the assets of the Plan, subject to the terms of the Plan and Trust
Agreement. Assets of the Paramount Communications Inc. Employees' Savings
Plan or of other plans maintained by the Company or an Affiliated Company
that meet the requirements of Section 401 of the Code may be commingled,
for investment purposes only, through a master trust arrangement or
otherwise with the assets of this Plan.
13.11 Source Of Benefits
------------------
All benefits under the Plan shall be provided solely from the Trust
Fund, and neither the Employers nor their officers, directors or
stockholders shall have any liability or responsibility therefor. Neither
the Employers nor the Trustee shall be liable in any manner should the
Trust Fund be insufficient to provide for the payment of any benefit under
the Plan.
53
ARTICLE XIV
-----------
TOP-HEAVY PROVISIONS
--------------------
14.1 General Rule
------------
The Plan shall meet the requirements of this Article XIV in the event
that the Plan is or becomes a Top-Heavy Plan.
14.2 Top-Heavy Plan
--------------
(a) Subject to the aggregation rules set forth in subsection (b), the
Plan 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 Member's Accounts of all Key Employees exceeds 60 percent of the
value of the cumulative Member's Accounts of all of the Employees as of
such Date, excluding former Key Employees, and excluding any Employee who
has not performed services for an Employer during the five consecutive Plan
Year period ending on the Determination Date, but taking into account in
computing the ratio any distributions made during the five consecutive Plan
Year period ending on the Determination Date. For purposes of the above
ratio, the Member's Account of a Key Employee shall be counted only once
each Plan Year, notwithstanding the fact that an individual may be
considered a Key Employee for more than one reason in any Plan Year.
(b) For purposes of determining whether the Plan is a Top-Heavy Plan
and for purposes of meeting the requirements of this Article XIV, the Plan
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 Plan shall be considered a Top-Heavy
Plan. If such Permissive Aggregation Group is not Top-Heavy, this Plan
shall not be a Top-Heavy Plan.
14.3 Definitions
-----------
For the purpose of determining whether the Plan is Top-Heavy, the
following definitions shall be applicable:
54
(a) 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
Member's Account shall be determined as of the Determination Date.
(b) An individual shall be considered a Key Employee if he or she is
an Employee or former Employee who at any time during the current Plan Year
or any of the four preceding Plan Years:
(1) was an officer of an Employer who has annual compensation
from the Employer in the applicable Plan Year in excess of 150 percent of
the dollar limitation under Section 415(c)(1)(A) of the Code; provided,
however, that the number of individuals treated as Key Employees by reason
of being officers hereunder shall not exceed the lesser of 50 or l0 percent
of all Employees, and provided further that if the number of Employees
treated as officers is limited to 50 hereunder, the individuals treated as
Key Employees shall be those who, while officers, received the greatest
annual Compensation in the applicable Plan Year and any of the four
preceding Plan Years (without regard to the limitation set forth in Section
14.4 hereof); or
(2) was one of the ten Employees owning or considered as owning
the largest interests in an Employer who has annual Compensation from the
Employer in the applicable Plan Year in excess of the dollar limitation
under Section 415(c)(1)(A) of the Code as increased under Section 415(d) of
the Code; or
(3) was a more than 5 percent owner of an Employer; or
(4) was a more than 1 percent owner of an Employer whose annual
Compensation from the Employer in the applicable Plan Year exceeded
$150,000.
For purposes of determining who is a Key Employee, ownership shall
mean ownership of the outstanding stock of an Employer or of the total
combined voting power of all stock of an Employer, taking into account the
constructive ownership rules of Section 318 of the Code, as modified by
Section 416(i)(1) of the Code.
55
For purposes of Subparagraph (1) but not for purposes of (2), (3) and
(4) (except for purposes of determining Compensation under (4)), the term
"Employer" shall include any entity aggregated with an Employer pursuant to
Section 4l4(b), (c) or (m) of the Code.
For purposes of Subparagraph (2), an Employee (or former Employee) who
has some ownership interest is considered to be one of the top ten owners
unless at least ten other Employees (or former Employees) own a greater
interest than such Employee (or former Employee), provided that if an
Employee has the same ownership interest as another Employee, the Employee
having greater annual Compensation from an Employer is considered to have
the larger ownership interest.
(c) The term "Non-Key Employee" shall mean any Employee who is a
Member and who is not a Key Employee.
(d) Whenever the term "Key Employee," "former Key Employee," or "Non-
Key Employee" is used herein, it includes the beneficiary or beneficiaries
of such individual. If an individual is a Key Employee by reason of the
foregoing sentence as well as a Key Employee in his or her own right, both
the value of his or her inherited benefit and the value of his or her own
Member's Account will be considered his or her Member's Account for
purposes of determining whether the Plan is a Top-Heavy Plan.
(e) For purposes of this Article XIV, except as otherwise
specifically provided, the term "Compensation" has the same meaning as the
term "Earnings" in Section 4.11.
(f) The term "Required Aggregation Group" shall mean all other
qualified defined benefit and defined contribution plans maintained by an
Employer in which a Key Employee participates, and each other plan of an
Employer which enables any plan in which a Key Employee participates to
meet the requirements of Sections 401(a)(4) or 410 of the Code.
56
(g) The term "Permissive Aggregation Group" shall mean all other
qualified defined benefit and defined contribution plans maintained by an
Employer that meet the requirements of Sections 401(a)(4) and 410 of the
Code when considered with a Required Aggregation Group.
l4.4 Requirements Applicable If Plan Is Top-Heavy
--------------------------------------------
In the event the Plan is determined to be Top-Heavy for any Plan Year,
the following requirements shall be applicable:
(a) Minimum Allocations shall be as follows:
(1) In the case of a Non-Key Employee who is covered under this
Plan but does not participate in any qualified defined benefit plan
maintained by an Employer, the Minimum Allocation of contributions plus
forfeitures allocated to the account of each Non-Key Employee who has not
separated from service at the end of a Plan Year in which the Plan is Top-
Heavy shall equal the lesser of 3 percent of Compensation for such Plan
Year or the largest percentage of Compensation provided on behalf of any
Key Employee for such Plan Year, including any elective deferrals made by
any such Key Employee pursuant to Section 401(k) of the Code. The Minimum
Allocation provided hereunder may not be suspended or forfeited under
Section 411(a)(3)(B) or (D) of the Code.
(2) A Non-Key Employee who is covered under this Plan and under
a qualified defined benefit plan maintained by an Employer shall not be
entitled to the Minimum Allocation under this Plan but shall receive the
minimum benefit provided under the terms of the qualified defined benefit
plan. If a Non-Key Employee is covered under one or more qualified defined
contribution plans in addition to this Plan, the Minimum Allocation
requirements may be satisfied through contributions and forfeitures
allocated to his or her accounts under such other plans.
(b) For purposes of computing the defined benefit plan fraction and
defined contribution plan fraction as set forth in Section 415(e)(2)(B) and
(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 by 1.25.
57
ARTICLE 15
SIGNATURE
The Plan as herein stated has hereby been approved and adopted to be
effective as of the dates set forth herein this January 9, 1995.
PARAMOUNT (PDI) DISTRIBUTION INC.
By:____________________________
Title:___________________________
58
Exhibit 5
May 3, 1995
Viacom Inc.
1515 Broadway
New York, New York 10036
Dear Sirs:
This opinion is delivered in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Viacom Inc. ("Viacom")
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), with respect to 2,500,000 shares of Viacom's Class
B Common Stock, par value $0.01 per share (the "Securities"), to be issued
pursuant to the Viacom Investment Plan, Paramount Communications Inc. Employees'
Savings Plan, Prentice Hall Computer Publishing Division Retirement Plan, the
Blockbuster Entertainment Retirement and Savings Plan, Savings and Investment
Plan for Employees of PVI Transmission Inc. and its Subsidiaries and Paramount
(PDI) Distribution Inc. Employees' Savings Plan (collectively, the "Plans"):
In this connection, and as the basis for the opinion expressed below,
I have examined and relied on originals or copies, certified or otherwise
identified to my satisfaction of such documents, corporate records and other
instruments, and have made such examinations of law and fact as I have deemed
necessary or appropriate for the purpose of giving the opinion expressed below.
Viacom Inc.
May 3, 1995
Page Two
I am a member of the bar of the State of New York and the opinion set
forth below is restricted to matters controlled by federal laws and the laws of
the States of Delaware and New York.
Based upon the foregoing, it is my opinion that when (i) the
applicable provisions of the Act and of such "Blue Sky" or other state
securities laws as may be applicable shall have been complied with, and (ii) the
Securities shall have been issued and delivered in accordance with the terms of
the Plans and paid for in full, the Securities will be legally issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Viacom Inc. of our reports dated February 10, 1995,
appearing on pages II-15 and F-2 of the Viacom Inc. Annual Report on Form 10-K
for the year ended December 31, 1994.
PRICE WATERHOUSE LLP
New York, New York
May 2, 1995
EXHIBIT 23.1
Continued
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Viacom Inc. of our reports dated June 3, 1994,
appearing on page F-2 and page 4 of Item 14(a) in the Paramount Communications
Inc. Transition Report on Form 10-K for the eleven month period ended March 31,
1994, as amended by Form 10-K/A Amendment No. 1 dated July 29, 1994, and as
further amended by Form 10-K/A Amendment No. 2 dated August 12, 1994, included
in the Viacom Inc. Current Report (Form 8-K) filed with the Securities and
Exchange Commission on April 14, 1995.
PRICE WATERHOUSE LLP
New York, New York
May 2, 1995
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) of Viacom Inc. of our report dated August 27, 1993, except for
Notes A and J, as to which the date is September 10, 1993, with respect to the
consolidated financial statements of Paramount Communications Inc. included in
the Viacom Inc. Current Report (Form 8-K) filed with the Securities and
Exchange Commission on April 14, 1995, and of our reports (a) dated June 17,
1994, with respect to the financial statements and schedules of Paramount
Communications Inc. Employees' Savings Plan ("the Savings Plan") included in
the Savings Plan's Annual Report (Form 11-K) and (b) dated June 17, 1994, with
respect to the financial statements and schedules of Prentice Hall Computer
Publishing Division Retirement Plan ("the Retirement Plan") included in the
Retirement Plan's Annual Report (Form 11-K), both for the year ended December
31, 1993, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
May 2, 1995
Exhibit 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement, on Form S-8 of
Viacom Inc., of our report dated March 23, 1994, on Blockbuster Entertainment
Corporation's 1993, 1992 and 1991 financial statements, included in Viacom
Inc.'s Form 8-K dated April 13, 1995, and to the incorporation by reference
in this registration statement of our report dated May 16, 1994, included in
Blockbuster Entertainment Corporation's Form 11-K/A Amendment No. 1, related
to the Blockbuster Entertainment Corporation Retirement and Savings Plan for
the period from inception (July 1, 1993) to December 31, 1993.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
May 2, 1995.
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer 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) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and supplements to the Prospectus contained therein, and any
and all instruments and documents filed as a part of or in connection with the
said registration statement or amendments thereto or supplements or amendments
to such Prospectus, covering the shares of the Company's Class B Common Stock to
be issued in connection with the Company's 401(k) plans, and (2) any
registration statements, reports and applications relating to such securities to
be 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 23rd day of
March, 1995.
/s/ GEORGE S. ABRAMS
--------------------
George S. Abrams
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer 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) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and supplements to the Prospectus contained therein, and any
and all instruments and documents filed as a part of or in connection with the
said registration statement or amendments thereto or supplements or amendments
to such Prospectus, covering the shares of the Company's Class B Common Stock to
be issued in connection with the Company's 401(k) plans, and (2) any
registration statements, reports and applications relating to such securities to
be 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 23rd day of
March, 1995.
/s/ STEVEN R. BERRARD
---------------------
Steven R. Berrard
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer 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) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and supplements to the Prospectus contained therein, and any
and all instruments and documents filed as a part of or in connection with the
said registration statement or amendments thereto or supplements or amendments
to such Prospectus, covering the shares of the Company's Class B Common Stock to
be issued in connection with the Company's 401(k) plans, and (2) any
registration statements, reports and applications relating to such securities to
be 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 23rd day of
March, 1995.
/s/ FRANK J. BIONDI, JR.
------------------------
Frank J. Biondi, Jr.
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer 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) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and supplements to the Prospectus contained therein, and any
and all instruments and documents filed as a part of or in connection with the
said registration statement or amendments thereto or supplements or amendments
to such Prospectus, covering the shares of the Company's Class B Common Stock to
be issued in connection with the Company's 401(k) plans, and (2) any
registration statements, reports and applications relating to such securities to
be 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 23rd day of
March, 1995.
/s/ WILLIAM C. FERGUSON
-----------------------
William C. Ferguson
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer 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) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and supplements to the Prospectus contained therein, and any
and all instruments and documents filed as a part of or in connection with the
said registration statement or amendments thereto or supplements or amendments
to such Prospectus, covering the shares of the Company's Class B Common Stock to
be issued in connection with the Company's 401(k) plans, and (2) any
registration statements, reports and applications relating to such securities to
be 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 23rd day of
March, 1995.
/s/ H. WAYNE HUIZENGA
---------------------
H. Wayne Huizenga
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer 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) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and supplements to the Prospectus contained therein, and any
and all instruments and documents filed as a part of or in connection with the
said registration statement or amendments thereto or supplements or amendments
to such Prospectus, covering the shares of the Company's Class B Common Stock to
be issued in connection with the Company's 401(k) plans, and (2) any
registration statements, reports and applications relating to such securities to
be 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 23rd day of
March, 1995.
/s/ GEORGE D. JOHNSON, JR.
--------------------------
George D. Johnson, Jr.
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer 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) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and supplements to the Prospectus contained therein, and any
and all instruments and documents filed as a part of or in connection with the
said registration statement or amendments thereto or supplements or amendments
to such Prospectus, covering the shares of the Company's Class B Common Stock to
be issued in connection with the Company's 401(k) plans, and (2) any
registration statements, reports and applications relating to such securities to
be 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 23rd day of
March, 1995.
/s/ KEN MILLER
--------------
Ken Miller
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer 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) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and supplements to the Prospectus contained therein, and any
and all instruments and documents filed as a part of or in connection with the
said registration statement or amendments thereto or supplements or amendments
to such Prospectus, covering the shares of the Company's Class B Common Stock to
be issued in connection with the Company's 401(k) plans, and (2) any
registration statements, reports and applications relating to such securities to
be 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 23rd day of
March, 1995.
/s/ BRENT D. REDSTONE
---------------------
Brent D. Redstone
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer 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) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and supplements to the Prospectus contained therein, and any
and all instruments and documents filed as a part of or in connection with the
said registration statement or amendments thereto or supplements or amendments
to such Prospectus, covering the shares of the Company's Class B Common Stock to
be issued in connection with the Company's 401(k) plans, and (2) any
registration statements, reports and applications relating to such securities to
be 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 23rd day of
March, 1995.
/s/ SHARI REDSTONE
-------------------
Shari Redstone
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer 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) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and supplements to the Prospectus contained therein, and any
and all instruments and documents filed as a part of or in connection with the
said registration statement or amendments thereto or supplements or amendments
to such Prospectus, covering the shares of the Company's Class B Common Stock to
be issued in connection with the Company's 401(k) plans, and (2) any
registration statements, reports and applications relating to such securities to
be 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 23rd day of
March, 1995.
/s/ SUMNER M. REDSTONE
----------------------
Sumner M. Redstone
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer 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) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and supplements to the Prospectus contained therein, and any
and all instruments and documents filed as a part of or in connection with the
said registration statement or amendments thereto or supplements or amendments
to such Prospectus, covering the shares of the Company's Class B Common Stock to
be issued in connection with the Company's 401(k) plans, and (2) any
registration statements, reports and applications relating to such securities to
be 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 23rd day of
March, 1995.
/s/ FREDERIC V. SALERNO
-----------------------
Frederic V. Salerno
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer 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) a registration statement on Form S-8, or such other form
as may be recommended by counsel, to be filed with the Securities and Exchange
Commission (the "Commission"), and any and all amendments and post-effective
amendments thereto and supplements to the Prospectus contained therein, and any
and all instruments and documents filed as a part of or in connection with the
said registration statement or amendments thereto or supplements or amendments
to such Prospectus, covering the shares of the Company's Class B Common Stock to
be issued in connection with the Company's 401(k) plans, and (2) any
registration statements, reports and applications relating to such securities to
be 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 23rd day of
March, 1995.
/s/ WILLIAM SCHWARTZ
--------------------
William Schwartz