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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Base Salary. Mr. Chopra’s annual base salary will be $1,400,000 per year, subject to annual merit reviews by the Compensation Committee of the ViacomCBS Board of Directors (the “Compensation Committee”).
Annual Performance-Based Cash Bonus. Mr. Chopra’s target annual cash bonus under the Company’s Senior Executive Short-Term Incentive Plan will be 150% of his annual base salary, or $2,100,000, subject to the achievement of performance goals established by the Compensation Committee. The target bonus amount is subject to annual merit reviews by the Compensation Committee.
Annual Equity Awards. Mr. Chopra will be eligible to receive annual grants of equity compensation with a target value of $3,000,000. His annual equity award for 2021 will be made within 10 days of August 10, 2020.
Sign-on Awards. Mr. Chopra will receive a one-time sign-on cash bonus of $2,000,000 and a one-time sign-on equity award of $4,500,000 within 10 days of August 10, 2020.
Benefits. Mr. Chopra will be eligible to participate in the Company’s retirement and other employee benefit plans for which he qualifies pursuant to the terms of the applicable plans.
Severance. The maximum amount payable with respect to salary and bonus in the event of Mr. Chopra’s termination without “cause” or resignation for “good reason” is two times his then current base salary and target bonus. In addition, the Agreement provides for acceleration of vesting of certain unvested equity awards in the event of his termination without “cause” or resignation for “good reason.”
Restrictive Covenants. Mr. Chopra will be subject to certain restrictive covenants, such as non-competition and non-solicitation covenants, including following termination of employment.
/s/ Christa A. D'Alimonte
Christa A. D'Alimonte
Executive Vice President,
General Counsel and Secretary