Accrued Compensation and Benefits. As contemplated in Paragraph 9(d)(ii)(a) of the PD Employment Agreement, Viacom shall promptly pay to Dauman, on the first regularly scheduled payroll date following the Effective Date, the following accrued compensation:

Accrued Compensation. The Company will pay Executive all accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to Executive under any Company-provided plans, policies, and arrangements.

Accrued Compensation. All compensation due the Employee under this Agreement and under each plan or program of the Corporation in which he may be participating at the time shall cease to accrue as of the date of such termination, except # as specifically provided in this Agreement or # in the case of any such plan or program, if and to the extent otherwise provided in the terms of such plan or program or by applicable law. All such compensation accrued as of the date of such termination but not previously paid shall be paid to the Employee at the time such payment otherwise would be due.

Your semi-monthly salary of $13,541.67, annualized at $325,000 (the “Base Salary”), will be paid semimonthly on the 15th day and last day of each month and subject to taxes and other withholdings required by law. As an exempt employee you are required to exercise your specialized expertise, independent judgment and discretion to provide high-quality services. You are expected to work the number of hours required to meet the needs of the business.

Accrued and Unpaid Compensation. If Employee’s employment is terminated for any reason, the Company shall pay Employee their full Base Salary through the effective date of the termination of Employee’s employment (“Termination Date”), plus all accrued and unpaid benefits (including all health and welfare benefits in which Employee was a participant in accordance with their terms), and the Company shall have no further obligations whatsoever to Employee under this Agreement except as expressly provided otherwise in this Agreement.

Payment of Accrued Benefits. Regardless of the reason for the termination of your employment with the Company, in connection with such termination the Company will pay you (on or within 30 days following your Termination Date) any base salary that had accrued but had not been paid (including accrued and unpaid vacation time) on or before your Termination Date, any reimbursement due to you for business expenses incurred by you on or before your Termination Date (in accordance with the Company’s business expense policies and procedures as may exist from time to time) and you will be entitled to any benefits that are due to you under the Company’s 401(k) plan in accordance with the terms of that plan. If you hold any stock options or other equity or equity-based awards granted by the Company, the terms and conditions applicable to those awards will control as to the consequences of a termination of your employment on those awards.

Employer shall pay to Employee as compensation for all services rendered by Employee a base salary of $475,000 per year during the Initial Term, or such other sums as the parties may mutually agree on from time to time, payable in accordance with Employer’s regular payroll practices as in effect from time to time with respect to all office employees of Employer, but no less frequently than monthly (“Base Salary”). The Board or, if the same is established, the human resources or compensation committee of the Board (the “Compensation Committee”) shall have the right to increase Employee’s Base Salary from time to time, and Employee shall be entitled to an annual or more frequent review thereof as determined by the Board, with the first such review to occur in the first calendar quarter of Employer’s 2020 fiscal year. Such increased Base Salary then shall become Employee’s “Base Salary” for purposes of this Agreement.

The Executive, while employed, shall be entitled to receive all benefits of employment generally available to Employees as he/she becomes eligible for them under the same terms and conditions. The benefits available to Employees are stated in the Benefit Plan that is in effect. On the Effective Date, the benefits, include but are not limited to, medical, vision, dental, life insurance and long term disability benefits, paid time off, participation in [[Organization A:Organization]]’s pension plan, paid vacation, and other benefits under the law.

3.1Base Salary. Executive’s annual base salary shall be ​, which base salary shall be prorated for periods that are less than one year and shall be paid in accordance with the Employer’s monthly payroll practices for executives at a rate of ​ a month, less applicable taxes and withholdings. Executive shall be eligible for annual merit increases in Executive’s base salary as determined by the Compensation Committee of the Board in its sole discretion.

Compensation and Benefits. As full compensation for the services to be rendered to or on behalf of the Company and the other obligations undertaken by Executive, the Company shall pay or provide to Executive the following compensation and benefits:

The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.

Outside Directors also may be eligible to receive other compensation and benefits, as may be determined by the Board or its Designated Committee, as applicable, from time to time.

Board Member Compensation & Benefits. The compensation provided by this Agreement shall be in lieu of any compensation that would otherwise be due to Executive as a result of his position as a member of the Board during the Term, provided that any other benefits extended to Board members that are not provided hereunder shall be extended to Executive during the Term. At all times after the Term, for so long as Executive serves as a Board member, Executive shall be entitled to Director compensation and benefits on the same terms and conditions as other Board members.