Description of Compensation Arrangements for Independent Directors of Viacom Inc.
This document outlines the compensation plan for independent directors of Viacom Inc. who are not officers or employees of Viacom or its subsidiaries. These directors receive an annual retainer of $50,000, split equally between cash and restricted Class A Common Stock. They also earn fees for attending board and committee meetings, and additional annual retainers are provided to the chairs of the Audit Committee and Senior Executive Compensation Committee. The arrangement specifies payment amounts and restrictions on stock transferability.
EXHIBIT 10.21
Description of Compensation Arrangements for Independent Directors
On March 25, 2003, the Board of Directors of the Company approved compensation arrangements for directors who do not serve as officers or employees of Viacom Inc. or the Company, the terms of which are as follows:
| 1. | Annual Retainer. Directors who do not serve as officers or employees of Viacom Inc. or the Company are entitled to receive an annual retainer fee of $50,000 for membership on the Company’s Board of Directors. Of this amount, $25,000 is paid in the Company’s Class A Common Stock that is non-transferable for one year after it is paid. The other $25,000 is paid in cash. |
| 2. | Meeting Fee. Directors who do not serve as officers or employees of Viacom Inc. or the Company are also entitled to a per meeting fee of $2,000 for attendance at each meeting of the Board of Directors and $1,000 for attendance at each committee meeting if such meeting is held on a different day from the day of a meeting of the Board of Directors. |
| 3. | Retainer for Committee Chairs. In addition to the compensation set forth above, the Chair of the Audit Committee is entitled to receive an annual retainer fee of $7,500 and the Chair of the Senior Executive Compensation Committee is entitled to receive an annual retainer fee of $5,000. |
