EXHIBIT
10.1


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Viacom Inc.

  
	
   

  	
  2006 Long-Term Management Incentive Plan

  
	
   

  	
  Stock Option Certificate

  
	
   

  	
   

  
	
   

  	
  NAME:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NUMBER OF SHARES:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXERCISE
  PRICE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DATE OF GRANT:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXPIRATION DATE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VIACOM
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  This certifies that Viacom Inc., a Delaware
  corporation (the “Company”), has granted to the employee named above (the
  “Participant”), on the date indicated above (the “Date of Grant”),
  non-qualified stock options (the “Stock Options”) to purchase the number of
  shares of the Class B Common Stock, par value $0.001 per share, of the
  Company (“Class B Common Stock”) indicated above for a purchase price per
  share equal to the price (the “Exercise Price”) shown above under the
  Company’s 2006 Long-Term Management Incentive Plan, as amended from time to
  time (the “Plan”), all on terms and conditions attached hereto as part hereof
  (the “Terms and Conditions”).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JoAnne
  Adams Griffith

  
	
   

  	
   

  	
  Executive Vice
  President,

  
	
   

  	
   

  	
  Human Resources

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				







 













Viacom
Inc.

2006 Long-Term Management Incentive Plan

Terms and Conditions to the Stock Option Certificate


ARTICLE I

TERMS OF STOCK OPTIONS


Section 1.1     Grant of Stock Options.  The Stock Options have been awarded to the
Participant subject to the terms and conditions contained in (A) the
certificate for the [Insert Date of Grant] grant of Stock Options provided simultaneously
on-line or attached hereto (the “Stock Option Certificate”) and the Terms and
Conditions contained herein (collectively, the “Certificate”) and (B) the Plan,
the terms of which are hereby incorporated by reference.  A copy of the Plan is being provided
simultaneously on-line or attached hereto. 
Capitalized terms that are not otherwise defined herein have the
meanings assigned to them in the Stock Option Certificate or the Plan.  The Stock Options are not intended to
be, or qualify as, “Incentive Stock Options” within the meaning of Section 422
of the Code.


Section 1.2     Terms of Stock Options.


(a)           Vesting.  The Stock Options shall be exercisable only
to the extent the Participant is vested therein.  Subject to the other terms and conditions
contained in the Certificate and in the Plan, the Stock Options shall vest in
four installments of an equal whole number of Stock Options on each of the
first, second, third and fourth anniversary of the Date of Grant (any remaining
Stock Options shall vest on whichever of the preceding vesting dates shall be
determined by the Company in accordance with its customary procedures).


(b)           Option
Period.  Except as provided in
Section 1.2(c) hereof, the period during which the Stock Options may be
exercised shall expire on the eighth anniversary of the Date of Grant (the
“Expiration Date”).  If the Participant
remains employed by the Company or any of its Subsidiaries through the
Expiration Date, his or her Outstanding Stock Options may be exercised to the
extent exercisable until the close of trading (generally 4:00 p.m. New York
time) on the last trading day falling within the exercise period on the New
York Stock Exchange or, if different, the principal stock exchange on which the
Class B Common Stock is then listed. 
Thus, if the Expiration Date is not a trading day, then the last day the
Stock Options may be exercised is the last trading day preceding the Expiration
Date.


(c)           Exercise
in the Event of Termination of Employment, Retirement, Permanent Disability or
Death.


(i)                                     Termination other than for Cause, or due
to Retirement, Permanent Disability or Death.  Except as
otherwise provided in this Section 1.2 or as otherwise determined by the
Committee, in the event of the Participant’s termination of employment other
than a Termination for Cause or due to the Participant’s Retirement, Permanent
Disability or death, the 


 

















 


Participant’s Outstanding
Stock Options can be exercised in accordance with the following provisions:


(A)                              if the Participant ceases to be an
employee of the Company or any of its Subsidiaries by reason of the voluntary
termination by the Participant or the termination by the Company or any of its
Subsidiaries other than a Termination for Cause, his or her Outstanding Stock
Options may be exercised to the extent then exercisable until the earlier of
six months after the date of such termination or the Expiration Date;


(B)                                if the Participant ceases to be an
employee of the Company or any of its Subsidiaries by reason of the
Participant’s Retirement, the Participant may exercise his or her Outstanding
Stock Options to the extent exercisable on the date of Retirement until the
earlier of the third anniversary of such date or the Expiration Date;


(C)                                if a Permanent Disability of the
Participant occurs, his or her Outstanding Stock Options may be exercised to
the extent exercisable upon the date of the onset of such Permanent Disability
until the earlier of the third anniversary of such date or the Expiration Date;
and


(D)                               if the Participant dies during a period
during which his or her Stock Options could have been exercised by him or her,
his or her Outstanding Stock Options may be exercised to the extent exercisable
at the date of death by the person who acquired the right to exercise such
Stock Options by will or the laws of descent and distribution or permitted
transfer until the earlier of the second anniversary of the date of death or
the Expiration Date.


Except as
otherwise provided in this Section 1.2 or as otherwise determined by the
Committee, upon the occurrence of an event described in clauses (A), (B), (C)
or (D) of this Section 1.2(c)(i), all rights with respect to Stock Options that
are not vested as of such event will be relinquished.  A “termination of employment” occurs, for
purposes of the Stock Options, when a Participant is no longer an employee of
the Company or any of its Subsidiaries. 
Unless the Committee determines otherwise, the employment of a
Participant who works for a Subsidiary shall terminate, for purposes of the
Stock Options, on the date on which the Participant’s employing company ceases
to be a Subsidiary.


(ii)                                  Termination for Cause. 
If the Participant’s employment with the Company or any of its
Subsidiaries ends due to a Termination for Cause then, unless the Committee in
its discretion determines otherwise, all Outstanding Stock Options, whether or
not then vested, shall terminate effective as of the date of such termination.


 


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(iii)                               Exercise Periods following Termination of Employment,
Retirement, Permanent Disability or Death.  For the
purposes of determining the dates on which Stock Options may be exercised
following a termination of employment or Retirement, Permanent Disability or
death, the day following the date of termination of employment or Retirement,
Permanent Disability or death shall be the first day of the exercise period and
the Stock Options may be exercised until the close of trading (generally 4:00
p.m. New York time) on the last trading day falling within the exercise period
on the New York Stock Exchange or, if different, the principal stock exchange
on which the Class B Common Stock is then listed.  Thus, if the last day of the exercise period
is not a trading day, then the last date the Stock Options may be exercised is
the last trading day preceding the end of the exercise period.


Section 1.3     Exercise of Stock Options.


(a)           Whole
or Partial Exercise.  The Participant
may exercise all vested Outstanding Stock Options granted hereunder in whole at
one time or in part in increments of 100 Stock Options (or in the entire number
of Outstanding Stock Options in which the Participant is vested, if such number
is less than 100) by notice to the Administrator, Long-Term Incentive Plans,
Viacom Inc., 1515 Broadway, New York, New York 10036, or to such agent(s) for
the Company (“Agent”) as the Company may from time to time specify, in such
manner and at such address as may be specified from time to time by the
Company.  Such notice shall (i) state the
number of whole Stock Options being exercised, and (ii) be signed (or otherwise
authorized in a manner acceptable to the Company) by the person or persons so
exercising the Stock Options and, in the event the Stock Options are being
exercised (pursuant to Section 1.2(c)(i) hereof) by any person or persons other
than the Participant accompanied by proof satisfactory to the Company’s counsel
of the right of such person or persons to exercise the Stock Options.  Information concerning any Agent and its
address may be obtained by contacting the Administrator, Long-Term Incentive
Plans.


(b)           Payment
of Aggregate Option Price.  Full
payment of the aggregate Exercise Price (which shall be determined by
multiplying the number of Stock Options being exercised by the Exercise Price
as set forth on the Stock Option Certificate) shall be made on or before the
settlement date for the shares of Class B Common Stock issued pursuant to the
exercise of the Stock Options.  Unless
otherwise provided by the Company, such Exercise Price shall be paid in cash
(e.g. personal bank check, certified check or official bank check).  In accordance with the rules and procedures
established by the Committee for this purpose, the Stock Options may be
exercised through a “cashless exercise” procedure, approved by the Committee,
involving a broker or dealer, that affords the Participant the opportunity to
sell immediately some or all of the shares underlying the exercised portion of
the Stock Options in order to generate sufficient cash to pay the Exercise
Price of the Stock Options.  In addition,
if the Company so permits, the Exercise Price may be paid in whole or in part
using a net share settlement procedure or through the withholding of shares
subject to the Stock Options with a value equal to the Exercise Price.  In accordance with Section 4.3 hereof, the
Participant shall make an arrangement acceptable to the Company to pay to the
Company an amount sufficient to satisfy the combined federal, state, 


 


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local or other
withholding tax obligations which arise in connection with the exercise of such
Stock Options.


(c)           Outstanding
Stock Options.  The number of shares
of Class B Common Stock subject to the Stock Options that is set forth on the
Stock Option Certificate may not reflect the number of Outstanding Stock
Options due to Stock Option exercises or adjustments pursuant to Article II.


ARTICLE II

EFFECT OF CERTAIN CORPORATE CHANGES


In the event of a merger, consolidation, stock split,
reverse stock split, dividend, distribution, combination, reclassification,
reorganization, split-up, spin-off or recapitalization that changes the
character or amount of the Class B Common Stock or any other changes in the
corporate structure, equity securities or capital structure of the Company, the
Committee shall make such adjustments, if any, to the number of shares and kind
of securities subject to the Stock Options, and the Exercise Price of the Stock
Options, in each case, as it deems appropriate. 
The Committee may, in its sole discretion, also make such other
adjustments as it deems appropriate in order to preserve the benefits or
potential benefits intended to be made available hereunder.  Such determinations by the Committee shall be
conclusive and binding on all persons for all purposes.


ARTICLE III

DEFINITIONS


As used herein, the following terms shall have the
following meanings:


(a)           “Board”
shall mean the Board of Directors of the Company.


(b)           “Certificate”
shall mean the Stock Option Certificate, together with the Terms and Conditions
contained herein.


(c)           “Class
B Common Stock” shall mean shares of Class B Common Stock, par value $0.001 per
share, of the Company.


(d)           “Code”
shall mean the U.S. Internal Revenue Code of l986, as amended, including any
successor law thereto and the rules and regulations promulgated thereunder.


(e)           “Committee”
shall mean the Compensation Committee of the Board (or such other Committee(s)
as may be appointed or designated by the Board to administer the Plan).


(f)            “Company”
shall mean Viacom Inc., a Delaware corporation.


(g)           “Date
of Grant” shall be the date set forth on the Stock Option Certificate.


 


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(h)           “Expiration
Date” shall be the date set forth on the Stock Option Certificate and in
Section 1.2(b) hereof.


(i)            “Exercise
Price” shall be the amount set forth on the Stock Option Certificate, which
amount shall be equal to the Fair Market Value of a share of Class B Common
Stock on the Date of Grant.


(j)            “Fair
Market Value” of a share of Class B Common Stock on a given date shall be the
4:00 p.m. (New York time) closing price on such date on the New York Stock
Exchange or other principal stock exchange on which the Class B Common Stock is
then listed, as reported by The Wall Street Journal (Northeast edition) or as
reported by any other authoritative source selected by the Company.


(k)           “Outstanding
Stock Option” shall mean a Stock Option granted to the Participant which has
not yet been exercised and which has not yet expired or been terminated in
accordance with its terms.


(l)            “Participant”
shall mean the employee named on the Stock Option Certificate.


(m)          “Permanent
Disability” shall have the same meaning as such term or a similar term has in
the long-term disability policy maintained by the Company or a Subsidiary
thereof for the Participant and that is in effect on the date of the onset of
the Participant’s Permanent Disability, unless the Committee determines
otherwise.


(n)           “Plan”
shall mean the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended
from time to time.


(o)           “Retirement”
shall mean the resignation or termination of employment after attainment of an
age and years of service required for payment of an immediate pension pursuant
to the terms of any qualified defined benefit retirement plan maintained by the
Company or a Subsidiary in which the Participant participates; provided,
however, that no resignation or termination prior to a Participant’s
60th birthday shall be deemed a retirement unless the Committee so determines
in its sole discretion; and provided  further that the resignation
or termination of employment other than a Termination for Cause after attainment
of age 60 shall be deemed a retirement if the Participant does not participate
in a qualified defined benefit retirement plan maintained by the Company or a
Subsidiary.


(p)           “Section
409A” shall mean Section 409A of the
Code and the rules, regulations and guidance promulgated thereunder from time
to time.


(q)           “Stock
Option” shall mean the contractual right granted to the Participant to purchase
shares of Class B Common Stock at such time and price, and subject to such
other terms and conditions, as set forth in the Certificate and the Plan.


(r)            “Stock
Option Certificate” shall have the meaning set forth in Section 1.1 hereof.


(s)           “Subsidiary”
shall mean a corporation (or a partnership or other enterprise) in which the
Company owns or controls, directly or indirectly, more than 50% of the
outstanding 


 


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shares of stock normally
entitled to vote for the election of directors (or comparable equity
participation and voting power).


(t)            “Termination
for Cause” shall mean a termination of employment with the Company or any of
its Subsidiaries which, as determined by the Committee, is by reason of (i)
“cause” as such term or a similar term is defined in any employment agreement
that is in effect and applicable to the Participant, or (ii) if there is no
such employment agreement or if such employment agreement contains no such
term, unless the Committee determines otherwise, the Participant’s:  (A) dishonesty; (B) conviction of embezzlement,
fraud or other conduct which would constitute a felony; (C) willful
unauthorized disclosure of confidential information; (D) failure, neglect of or
refusal to substantially perform the duties of the Participant’s employment; or
(E) any other act or omission which is a material breach of the Company’s
policies regarding employment practices or the applicable federal, state and
local laws prohibiting discrimination or which is materially injurious to the
financial condition or business reputation of the Company or any Subsidiary
thereof.


ARTICLE IV

MISCELLANEOUS


Section 4.1     No Rights to Awards or Continued
Employment.  Neither the Certificate,
the Plan nor any action taken in accordance with such documents shall confer
upon the Participant any right to be employed by or to continue in the
employment of the Company or any Subsidiary, nor to be entitled to any
remuneration or benefits not set forth in the Plan or the Certificate,
including the right to receive any future awards under the Plan or any other
plan of the Company or any Subsidiary or interfere with or limit the right of
the Company or any Subsidiary to modify the terms of or terminate the
Participant’s employment at any time for any reason.


Section 4.2     Restriction on Transfer.  The rights of the Participant with respect to
the Stock Options shall be exercisable during the Participant’s lifetime only
by the Participant and shall not be transferable by the Participant to whom the
Stock Options are granted, except by will or the laws of descent and
distribution; provided that the Committee may permit other
transferability, subject to any conditions and limitations that it may, in its
sole discretion, impose.


Section 4.3     Taxes.  As a condition to the exercise of the Stock
Options, the Participant shall make a payment in cash equal to the amount of
any federal, state, local and/or other taxes owed as a result of such
exercise.  In accordance with the rules
and procedures established by the Committee for this purpose, the Participant
may satisfy such withholding obligations through a “cashless exercise”
procedure as described in Section 1.3(b). 
In addition, if the Company so permits, the Participant may satisfy such
withholding obligations through a net share settlement procedure or the
withholding of shares subject to the applicable Stock Options.


Section 4.4     Stockholder Rights.  The grant of Stock Options under the
Certificate shall not entitle the Participant or a Participant’s estate or any
permitted transferee to any rights of a holder of shares of Class B Common
Stock, other than when and until the Participant, the 


 


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Participant’s estate or
the permitted transferee is registered on the books and records of the Company
as a stockholder and shares are delivered to such party upon exercise of the
Stock Options.


Section 4.5     No Restriction on Right of Company to
Effect Corporate Changes.  Neither
the Plan nor the Certificate shall affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company’s capital
structure or its business, or any merger or consolidation of the Company, or
any issue of stock or of options, warrants or rights to purchase stock or of
bonds, debentures, preferred or prior preference stocks whose rights are
superior to or affect the Class B Common Stock or the rights thereof or which
are convertible into or exchangeable for Class B Common Stock, or the
dissolution or liquidation of the Company, or any sale or transfer of all or
any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.


Section 4.6     Section 409A.  If any provision of the Certificate
contravenes any regulations or Treasury guidance promulgated under Section 409A
or could cause the Participant to recognize income for federal income tax
purposes with respect to any Stock Options before such Stock Options are
exercised or to be subject to interest and penalties under Section 409A, such
provision of the Certificate shall be modified to maintain, to the maximum
extent practicable, the original intent of the applicable provision without
violating the provisions of Section 409A or causing such income recognition or
imposition of interest or penalties. 
Moreover, any discretionary authority that the Board or the Committee
may have pursuant to the Certificate shall not be applicable to Stock Options
that are subject to Section 409A to the extent such discretionary authority
will contravene Section 409A.


Section 4.7     Amendment.  The Committee shall have broad authority to
amend the Certificate without approval of the Participant to the extent
necessary or desirable (i) to comply with, or take into account changes
in, applicable tax laws, securities laws, accounting rules and other applicable
laws, rules and regulations or (ii) to ensure that the Participant does
not recognize income for federal income tax purposes with respect to any Stock
Options before such Stock Options are exercised and is not subject to interest
and penalties under Section 409A with respect to any Stock Options.


Section 4.8     Interpretation.  In the event of any conflict between the
provisions of the Certificate (including the definitions set forth herein) and
those of the Plan, the provisions of the Plan will control.  Additionally, in the event of a conflict or
ambiguity between the provisions of the Certificate and the provisions of any
employment agreement that is in effect and applicable to the Participant with
respect to the Stock Options, the provisions of such employment agreement shall
be deemed controlling to the extent such provisions are consistent with the
provisions of the Plan and are more favorable to the Participant than the
provisions of the Certificate.


Section 4.9     Breach of Covenants.  In the event that the Committee makes a good
faith determination that the Participant committed a material breach of the
restrictive covenants relating to non-competition, no solicitation of
employees, confidential information or proprietary property in any employment
or other agreement applicable to the Participant during the one year 


 


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period after termination
of the Participant’s employment with the Company or a Subsidiary for any
reason, the Participant will be required to return any “gain” (as defined
below) realized on the Stock Options during the one year period prior to such
breach or at any time after such breach occurs. 
In addition, if the Committee makes such determination, the
Participant’s Outstanding Stock Options will be terminated.  The “gain” on the Stock Options shall mean
the difference between the Fair Market Value on the date of exercise and the
Exercise Price.


Section 4.10   Governmental Regulations.  The Stock Options shall be subject to all
applicable rules and regulations of governmental or other authorities.


Section 4.11   Headings.  The headings of articles and sections herein
are included solely for convenience of reference and shall not affect the
meaning of any of the provisions of the Certificate.


Section 4.12   Governing Law.  The Certificate and all rights hereunder
shall be construed in accordance with and governed by the laws of the State of
Delaware.


 


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