EXHIBIT 10.4


 


Viacom Inc.


2006 Long-Term Management Incentive Plan


Restricted Share Units Certificate


 


This certifies
that Viacom Inc., a Delaware corporation (the “Company”), has granted to the
employee named on the Restricted Share Units Award Listing page (the “Participant”)
on [Insert Date of Grant] (“Date of Grant”)
the number of restricted share units (the “Restricted Share Units”) shown on
the Restricted Share Units Award Listing page, for the Company’s Class B
Common Stock, par value $0.001 per share (the “Class B Common Stock”),
under the Company’s 2006 Long-Term Management Incentive Plan, as amended from
time to time (the “Plan”), all on terms and conditions specified in the
documentation provided in connection with this grant and made a 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 Restricted Share Units Certificate


 


ARTICLE I


 


TERMS OF RESTRICTED SHARE UNITS


 


 


                Section
1.1  Grant of Restricted Share Units.  The 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 in four installments of an equal whole number of Restricted Share Units on
each of the first, second, third and fourth anniversary of the Date of Grant
(any remaining Restricted Share Units shall vest on whichever of the preceding
vesting dates shall be determined by the Company in accordance with its
customary procedures).


 


                (b)  Settlement.  On the date each portion of the Restricted
Share Units vest, all restrictions contained in the Certificate and in the Plan
shall lapse as to that portion of the Restricted Share Units and that portion
of the vested 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 dates.  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.


 


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.


 


 


2

















 


                (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)  “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.


 


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


 


                (m)  “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.


 


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


 


                (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)  “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).


 


                (r)  “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 


 


3

















 


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 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.


 


4

















 


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 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.


 


5

















 


                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.


 


                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.


 


 


6