EXHIBIT 10.2


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Viacom
  Inc.

  
	
   

  	
  2006
  Long-Term Management Incentive Plan

  
	
   

  	
  Performance-Based Restricted Share Units Certificate

  
	
   

  	
   

  
	
   

  	
  NAME:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NUMBER OF

  	
   

  
	
   

  	
  RESTRICTED
  SHARE UNITS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DATE OF GRANT:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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”), the number of performance-based
  restricted share units (the “Restricted Share Units”) indicated 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 Performance-Based Restricted
Share Units Certificate


 


 


ARTICLE I

TERMS OF RESTRICTED SHARE UNITS


Section 1.1     Grant of Performance-Based Restricted
Share Units.  The Performance-Based
Restricted Share Units (the “Restricted Share Units”) 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 Restricted Share Units provided simultaneously on-line or attached
hereto (the “Restricted Share Units 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 Restricted
Share Units Certificate or the Plan. 
Each Restricted Share Unit shall entitle the Participant to receive one
share of Class B Common Stock, subject to the terms and conditions set forth in
the Certificate and the Plan.


Section 1.2     Terms of Restricted Share Units.


(a)           Vesting.  Subject to the other terms and conditions
contained in the Certificate and in the Plan, the Restricted Share Units shall
vest and become non-forfeitable upon certification by the Committee that the
performance goal described below (the “Performance Goal”) established by the
Committee for the [Insert Date of Period]
(the “Performance Period”) has been achieved. 
If the Committee determines that the Performance Goal established for
the Restricted Share Units for the Performance Period has not been achieved,
the Restricted Share Units will not vest, and will be immediately cancelled in
their entirety and the Participant’s rights with respect to such Restricted
Shares will cease. The Performance Goal for the Performance Period is [Insert Description of Performance Goal].


(b)           Settlement.  On the date the Restricted Share Units vest,
all restrictions contained in the Certificate and in the Plan shall lapse as to
the Restricted Share Units and the Restricted Share Units shall be payable in
shares of Class B Common Stock, which may be evidenced in such manner as the
Committee in its discretion shall deem appropriate, including, without
limitation, book-entry registration. Settlement of vested Restricted Share
Units shall be made as soon as practicable after the vesting date.  Such shares of Class B Common Stock shall
bear such legends as the Committee, in its sole discretion, may determine to be
necessary or advisable in order to comply with applicable U.S. federal or state
securities laws. If permitted by the Committee, the Participant may elect to
defer settlement of the Restricted Share Units in accordance with procedures
established by the Committee from time to time.


 

















 


(c)           Dividend Equivalents.  Dividend Equivalents shall accrue on the
Restricted Share Units until the Restricted Share Units are settled.  The Company shall credit the accrual of the
Dividend Equivalents to the Participant’s account at such time and in such
manner as determined by the Committee, in its sole discretion.  The Company shall maintain a bookkeeping
record with respect to the amount of the Dividend Equivalents credited to the
Participant’s account.  Accrued Dividend
Equivalents that have been credited to the Participant’s account shall be paid
in cash through payroll when the Restricted Share Units are settled.  Accrued Dividend Equivalents that have been
credited to the Participant’s account will not be paid with respect to any
Restricted Share Units that do not vest and are cancelled.


(d)           Termination of Employment,
Retirement, Permanent Disability or Death. 
In the event that (i) the Participant’s employment with the Company or
any of its Subsidiaries ends by reason of voluntary termination by the
Participant, termination by the Company or any of its Subsidiaries other than a
Termination for Cause, termination by the Company or any of its Subsidiaries
due to a Termination for Cause or the Participant’s Retirement, or (ii) the
Participant’s Permanent Disability or death occurs, prior to the date or dates
on which the Restricted Share Units vest in accordance with Section 1.2(a)
hereof, the Participant shall forfeit all unvested Restricted Share Units as of
the date of such event, unless the Committee determines otherwise and provides
that some or all of such Participant’s unvested Restricted Share Units shall
vest as of the date of such event, in which case, shares of Class B Common
Stock shall be delivered in accordance with Section 1.2(b) hereof, to the
Participant or, in the case of the Participant’s death, to the person or
persons who acquired the right to receive such certificates by will or the laws
of descent and distribution.  A “termination
of employment” occurs, for purposes of the Restricted Share Units, 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 Restricted Share Units, on the
date on which the Participant’s employing company ceases to be a Subsidiary.


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 and kind of securities subject to the Restricted Share
Units, 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.


 


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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 Restricted
Share Units 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 Restricted Share Units Certificate.


(h)           “Dividend Equivalent” shall mean an
amount in cash equal to the regular cash dividend that would have been paid on
the number of shares of Class B Common Stock underlying the Restricted Share
Units.


(i)            “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.


(j)            “Participant” shall mean the
employee named on the Restricted Share Units Certificate.


(k)           “Performance Goal” shall have the
meaning set forth in Section 1.2(a) hereof.


(l)            “Performance Period” shall mean the
period of time set forth in Section 1.2(a) hereof.


(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.


 


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


(o)           “Restricted Share Units” shall mean
the contractual right granted to the Participant to receive shares of Class B
Common Stock, subject to the terms and conditions set forth in the Certificate
and the Plan.


(p)           “Restricted Share Units Certificate”
shall have the meaning set forth in Section 1.1 hereof.


(q)           “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.


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


(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 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 


 


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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 Restricted Share Units shall be exercisable during the Participant’s
lifetime only by the Participant and shall not be transferable by the
Participant to whom the Restricted Share Units 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.  The Company or a Subsidiary, as appropriate,
shall be entitled to withhold from any payment made under the Plan to the
Participant or a Participant’s estate or any permitted transferee an amount
sufficient to satisfy any federal, state, local and/or other tax withholding
requirement.  The Committee, in its
discretion, may, as a condition to the settlement of the Restricted Share
Units, payment of the Dividend Equivalents or delivery of any shares of Class B
Common Stock, require that an additional amount be paid in cash equal to the
amount of any federal, state, local and/or other tax withholding requirement
or, alternatively, permit the Participant to satisfy such tax withholding
requirement by withholding shares of Class B Common Stock subject to the
applicable Restricted Share Units and/or Dividend Equivalents.


Section 4.4     Stockholder Rights.  The grant of Restricted Share Units 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 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 settlement of the
Restricted Share Units or payment of the Dividend Equivalents. Unless otherwise
determined by the Committee in its discretion, no adjustment shall be made for
dividends or distributions or other rights in respect of any shares of Class B
Common Stock for which the record date is prior to the date on which the
Participant, a Participant’s estate or any permitted transferee shall become
the holder of such shares of Class B Common Stock.


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.


 


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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 Restricted Share Units before such
Restricted Share Units are settled 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 Restricted Share Units 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
Restricted Share Units before such Restricted Share Units are settled and is
not subject to interest and penalties under Section 409A with respect to any
Restricted Share Units.


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 Restricted Share Units, 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 period
after termination of the Participant’s employment with the Company or a
Subsidiary for any reason, the Participant will be required to return the
shares of Class B Common Stock received by him or her in settlement of the
Restricted Share Units and the cash payment of the Dividend Equivalents or, if the
shares of Class B Common Stock received in settlement of the Restricted Share Units
were sold by the Participant, return any proceeds realized on the sale of such
shares of Class B Common Stock during the one year period prior to such breach
or any time after such breach occurs.


Section 4.10   Governmental Regulations.  The Restricted Share Units 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.


 


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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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