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Item 6.
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Indemnification of Directors and Officers.
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ViacomCBS is incorporated in the State
of Delaware. Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) allows a corporation to include
in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a director, except in cases where the director breached
his or her duty of loyalty to the corporation or its stockholders, failed to act in good faith, engaged in intentional misconduct
or a knowing violation of the law, willfully or negligently authorized the unlawful payment of a dividend or approved an unlawful
stock redemption or repurchase or obtained an improper personal benefit. ViacomCBS’ Amended and Restated Certificate of Incorporation
(the “ViacomCBS Charter”) contains provisions that eliminate directors’ personal liability, in certain circumstances.
Pursuant to the ViacomCBS Charter and
the ViacomCBS’ Amended and Restated Bylaws (the “ViacomCBS Bylaws”), ViacomCBS shall indemnify any person who
was or is involved in or is threatened to be involved in any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of ViacomCBS, or
is or was serving at the request of ViacomCBS as a director or officer (including, without limitation, a trustee) of another corporation,
limited liability company, partnership, joint venture, trust or other enterprise (such person, an “indemnitee”), to
the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment
and unless applicable law otherwise requires, only to the extent that such amendment permits ViacomCBS to provide broader indemnification
rights than such law permitted ViacomCBS to provide prior to such amendment), against judgments, fines, amounts paid in settlement
and expenses (including, without limitation, attorneys’ fees), actually and reasonably incurred by him in connection with
such action, suit or proceeding. Notwithstanding the foregoing, except with respect to proceedings to enforce rights to indemnification
and advancement of expenses, ViacomCBS shall indemnify an indemnitee in connection with a proceeding (or part thereof) initiated
by the indemnitee, if and only if the Board of Directors of ViacomCBS authorized the bringing of the action, suit or proceeding
(or part thereof) in advance of the commencement of the proceeding.
Pursuant to the ViacomCBS Charter and
the ViacomCBS Bylaws, to the extent that an indemnitee has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to above, or in defense of any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorney’s fees) actually and reasonably incurred by him in connection therewith.
The indemnification and advancement of
expenses provided by, or granted pursuant to, the indemnification provisions of the ViacomCBS Charter and the ViacomCBS Bylaws
shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled
under any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or
her official capacity and as to action in another capacity while holding office. Without limiting the foregoing, ViacomCBS is authorized
to enter into an agreement with any director, officer or employee of ViacomCBS providing indemnification for such person against
expenses, including attorney’s fees, judgments, fines and amounts paid in settlement that result from any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including any action, suit or
proceeding by or in the right of ViacomCBS, that arises by reason of the fact that such person is or was a director or officer
of ViacomCBS, or is or was serving at the request of ViacomCBS as a director or officer of another corporation, limited liability
company, partnership, joint venture, trust or other enterprise, to the fullest extent allowed by law, except that no such agreement
shall provide for indemnification for any actions that constitute fraud, actual dishonesty or willful misconduct. ViacomCBS has
entered into indemnification agreements with each of its directors and anticipates that it will enter into similar agreements with
future directors.
ViacomCBS may purchase and maintain insurance
on behalf of any person who is or was a director or officer of ViacomCBS, or is or was serving at the request of ViacomCBS as a
director or officer of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against
any liability asserted against him or her and incurred by him in any such capacity, or arising out of his status as such, whether
or not ViacomCBS would have the power to indemnify him against such liability under the provisions of the ViacomCBS Charter. ViacomCBS
has purchased certain liability insurance for its officers and directors as permitted by Section 145(g) of the DGCL.