Item 5.02    Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

On July 1, 2020, ViacomCBS Inc. ("ViacomCBS" or the "Company") announced that Naveen Chopra has been appointed Executive Vice President, Chief Financial Officer, effective August 10, 2020, succeeding Christina Spade, currently Executive Vice President, Chief Financial Officer, who will transition to an advisory role to help ensure a smooth transition.

Mr. Chopra, age 46, most recently served as Vice President and Chief Financial Officer of Amazon Devices & Services, beginning in 2019. Prior to joining Amazon Devices & Services, Mr. Chopra served as Chief Financial Officer of Pandora Media from 2017 to 2019 and as its Interim Chief Executive Officer during part of this time, having previously served as Interim Chief Executive Officer of TiVo Inc. in 2016 and as its Chief Financial Officer from 2012 to 2016.

On June 30, 2020, the Company entered into an employment agreement (the "Agreement") with Mr. Chopra, reflecting his appointment as Executive Vice President, Chief Financial Officer, from August 10, 2020 through August 9, 2023, on the following terms:



•      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.

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