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.

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 $650,000, 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 $54,166.67 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:

During the Arrangement, in general, you will continue to receive the compensation and benefits as set forth in the Employment Agreement, and all remuneration will be continued to be paid to you in Euro by Booking.com; provided, however, that, effective as of the Effective Date, the following different or additional compensation terms shall apply:

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.

Advisor Compensation and Benefits. During the Advisor Period you shall receive a salary at the rate of Five Million Dollars ($5,000,000) per annum (the “Advisory Fees”), which, for the avoidance of doubt, is in addition to any compensation and/or fees payable to you with respect to any services provided in your role as a Producer (the “Producer Services”). In addition, during the Advisor Period, subject to the provisions of the applicable plans or programs, including provisions relating to eligibility to participate:

Producer Compensation and Benefits. You will not receive any compensation or fees for the provision of any Producer Services, except as provided under the terms of a Production Agreement and as specifically set forth below:

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: