EXHIBIT 10.40  


VIACOM INC.



2006 LONG-TERM MANAGEMENT INCENTIVE PLAN  


ARTICLE I



GENERAL  


Section 1.1    Purpose.  


        The purpose of the Viacom Inc. 2006 Long-Term Management Incentive Plan (the "Plan") is to benefit and advance the interests of
Viacom Inc., a Delaware corporation (the "Company"), and its Subsidiaries (as defined below) by rewarding certain employees of the Company and its Subsidiaries for their contributions to the
financial success of the Company and its Subsidiaries and thereby motivate them to continue to make such contributions in the future. 


Section 1.2    Definitions.  


        As used in the Plan, the following terms shall have the following meanings: 



        (a)   "Administrator"
shall mean the individual or individuals to whom the Committee delegates authority under the Plan in accordance with Section 1.3(c). 



        (b)   "Agreement"
shall mean the written agreement or certificate or other documentation governing an Award under the Plan, which shall contain terms and conditions not
inconsistent with the Plan and which shall incorporate the Plan by reference. 


        (c)   "Appreciation
Value" shall mean the excess, if any, of the Value of a Phantom Share on the applicable Valuation Date or date of termination of employment or of the
Participant's death, Retirement or Permanent Disability (as described in Section 5.5(a) hereof), as the case may be, over the Initial Value of such Phantom Share. 



        (d)   "Awards"
shall mean any Stock Options, Stock Appreciation Rights, Restricted Shares, Restricted Share Units, unrestricted shares of Class B Common Stock, Phantom
Shares, Dividend Equivalents, Performance Awards or Other Awards or a combination of any of the above. 


        (e)   "Board"
shall mean the Board of Directors of the Company. 


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



        (g)   "Code"
shall mean the Internal Revenue Code of 1986, as amended, including any successor law thereto, and the rules and regulations promulgated thereunder. 


        (h)   "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 in
accordance with Section 1.3 of the Plan. 


        (i)    "Date
of Grant" shall mean the effective date of the grant of an Award as set forth in the applicable Agreement. 



        (j)    "Dividend
Equivalent" means a right to receive a payment based upon the value of the regular cash dividend paid on a specified number of shares of Class B Common
Stock as set forth in Section 8.1 hereof. Payments in respect of Dividend Equivalents may be in cash, or, in the discretion of the Committee, in shares of Class B Common Stock or other
securities of the Company designated by the Committee or in a combination of cash, shares of Class B Common Stock or such other securities. 



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        (k)   "Earnings
Per Share" shall have the meaning provided by GAAP. 


        (l)    "Effective
Date" shall have the meaning set forth in Article XIII. 


        (m)  "Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended, including any successor law thereto. 


        (n)   "Fair
Market Value" of a share of Class B Common Stock on a given date shall be, unless otherwise determined by the Committee, 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 any other authoritative source selected by the Company. 


        (o)   "Free
Cash Flow" shall mean the Company's Operating Income before depreciation and amortization, less cash interest, taxes paid, working capital requirements and capital
expenditures. 


        (p)   "GAAP"
shall mean generally accepted accounting principles in the United States. 



        (q)   "Initial
Value" shall mean the value of a Phantom Share as specified by the Committee as of the Date of Grant or the Value of a Phantom Share calculated as of the Date
of Grant or such earlier date as the Committee may determine. 


        (r)   "Net
Earnings" shall have the meaning provided in GAAP. 


        (s)   "Net
Earnings from Continuing Operations" shall have the meaning provided in GAAP. 


        (t)    "Net
Revenue" shall have the meaning provided by GAAP. 


        (u)   "OIBDA"
shall mean the Company's Operating Income before depreciation and amortization. 


        (v)   "OIBDA
Without Inter-Company Eliminations" shall mean the Company's Operating Income before depreciation, amortization and inter-company eliminations. 


        (w)  "Operating
Income" shall have the meaning provided by GAAP. 


        (x)   "Operating
Revenue" shall have the meaning provided by GAAP. 


        (y)   "Other
Awards" shall mean any form of award authorized under Section 7.2 of the Plan, other than a Stock Option, Stock Appreciation Right, Restricted Share,
Restricted Share Unit, unrestricted share of Class B Common Stock, Phantom Share, Performance Award or Dividend Equivalent. 


        (z)   "Outstanding
Phantom Share" shall mean a Phantom Share granted to a Participant for which the Valuation Date has not yet occurred. 


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


        (bb) "Participant"
shall mean any employee who has met the eligibility requirements set forth in Section 1.4 and to whom an Award has been made under the Plan. 


        (cc) "Performance
Award" shall mean any award of Performance Shares or Performance Units pursuant to Article VI hereof. 


        (dd) "Performance
Goals" shall have the meaning set forth in Section 6.2 hereof. 



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        (ee) "Performance
Period" shall mean a period of time over which performance is measured as determined by the Committee in its sole discretion. 


        (ff)  "Performance
Share" shall mean an award granted pursuant to Article VI hereof of a share of Class B Common Stock subject to the terms and conditions set
forth in the applicable Agreement. 


        (gg) "Performance
Units" shall mean an award granted pursuant to Article VI hereof, payable in cash, or, in the discretion of the Committee, in shares of
Class B Common Stock or other securities of the Company designated by the Committee or in a combination of cash, shares of Class B Common Stock or such other securities, subject to the
terms and conditions set forth in the Plan and in the applicable Agreement. 


        (hh) "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, in its discretion;  provided,
however, with respect to grants of Incentive Stock Options, permanent disability shall have
the meaning given it under the rules governing Incentive Stock Options under the Code. 


        (ii)   "Phantom
Share" shall mean a contractual right granted to a Participant pursuant to Article V to receive an amount equal to the Appreciation Value at such time,
subject to the terms and conditions set forth in the Plan and the applicable Agreement. 


        (jj)   "Replacement
Award" shall mean an Award granted in substitution for a canceled Stock Option pursuant to Section 2.5. 


        (kk) "Restricted
Share" shall mean a share of Class B Common Stock granted to a Participant pursuant to Article III, which is subject to the restrictions set
forth in Section 3.3 hereof and to such other terms, conditions and restrictions as are set forth in the Plan and the applicable Agreement. 


        (ll)   "Restricted
Share Unit" shall mean a contractual right granted to a Participant pursuant to Article IV to receive, in the discretion of the Committee, shares of
Class B Common Stock, a cash payment equal to the Fair Market Value of Class B Common Stock, or other securities of the Company designated by the Committee or a combination of cash,
shares of Class B Common Stock or such other securities, subject to the terms and conditions set forth in the Plan and in the applicable Agreement. 



        (mm) "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 any of its Subsidiaries. 


        (nn) "Revenue"
shall have the meaning provided by GAAP. 


        (oo) "Section 162(m)"
shall mean Section 162(m) of the Code and the rules and regulations promulgated thereunder from time to time. 


        (pp) "Section 162(m)
Exception" shall mean the exception under Section 162(m) for "qualified performance-based compensation." 



        (qq) "Section 162(m)
Performance Goals" shall have the meaning set forth in Section 6.2 hereof. 



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        (rr)  "Section 409A"
means Section 409A of the Internal Revenue Code of 1986, as amended, and the rules, regulations and guidance issued thereunder. 



        (ss)  "Separation"
means the series of transactions by which the Company was separated from the former Viacom Inc. (renamed CBS Corporation), which prior to such
transactions had been the parent corporation of the Company. 


        (tt)  "Separation
Date" means the closing date of the transactions by which the Separation was effected. 


        (uu) "Stock
Appreciation Right" shall mean a contractual right granted to a Participant pursuant to Article II to receive an amount determined in accordance with
Section 2.6 of the Plan, subject to such other terms and conditions as are set forth in the Plan and the applicable Agreement. 



        (vv) "Stock
Option" shall mean a contractual right granted to a Participant pursuant to Article II to purchase shares of Class B Common Stock at such time and
price, and subject to such other terms and conditions as are set forth in the Plan and the applicable Agreement. Stock Options may be "Incentive Stock Options" within the meaning of Section 422
of the Code or "Non-Qualified Stock Options" which do not meet the requirements of such Code section. 


        (ww) "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). 



        (xx) "Substitute
Awards" means Awards granted upon assumption of, or in substitution for, outstanding awards previously granted by a company or other entity all or a portion
of the assets or equity of which is acquired by the Company, with which the Company mergers or otherwise combines or from which the Company is spun-off or otherwise separated. 


        (yy) "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. 


        (zz) "Valuation
Date" shall mean the date on which the Appreciation Value of a Phantom Share shall be measured and fixed in accordance with Section 5.2(a) hereof. 



        (aaa) The
"Value" of a Phantom Share shall be determined by reference to the "average Fair Market Value" of a share of Class B Common Stock. The "average Fair Market
Value" on a given date of a share of Class B Common Stock shall be determined over the 30-day period ending on such date or such other period as the Committee may decide shall be
applicable to a grant of Phantom Shares, determined by dividing (i) by (ii), where (i) shall equal the sum of the Fair Market Values on each day that the Class B Common Stock was
traded and a closing price was reported during such period, and (ii) shall equal the number of days, as determined by the Committee for the purposes of
determining the average Fair Market Value for such Phantom Shares, on which the Class B Common Stock was traded and a closing price was reported during such period. 



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Section 1.3    Administration of the Plan.  


        (a)   Board or Committee to Administer.    The Plan shall be administered by the Board or by a Committee appointed by
the Board, consisting of at least two members of the Board; provided that, with respect to any Award that is intended to satisfy the requirements of the
Section 162(m) Exception, such Committee shall consist of at least such number of directors as is required from time to time to satisfy the Section 162(m) Exception, and each such
Committee member shall satisfy the qualification requirements of such exception; provided, however, that, if any such Committee member is found not to
have met the qualification requirements of the Section 162(m) Exception, any actions taken or Awards granted by the Committee shall not be invalidated by such failure to so qualify. 



        (b)   Powers of the Committee.



          (i)  The
Committee shall adopt such rules as it may deem appropriate in order to carry out the purpose of the Plan. All questions of interpretation, administration and
application of the Plan shall be determined by a majority of the members of the Committee then in office, except that the Committee may authorize any one or more of its members, or any officer of the
Company, to execute and deliver documents on behalf of the Committee. The determination of such majority shall be final and binding as to all matters relating to the Plan. 



         (ii)  The
Committee shall have authority to select Participants from among the class of eligible persons specified in Section 1.4 below, to determine the type of Award
to be granted, to determine the number of shares of Class B Common Stock subject to an Award or the cash amount payable in connection with an Award, and to determine the terms and conditions of
each Award in accordance with the terms of the Plan. Except as provided in Section 6.4, the Committee shall also have the authority to amend the terms of any outstanding Award or waive any
conditions or restrictions applicable to any Award; provided, however, that no amendment shall materially impair the rights of the holder thereof
without the holder's consent. With respect to any restrictions in the Plan or in any Agreement that are based on the requirements of Section 422 of the Code, the Section 162(m)
Exception, the rules of any exchange upon which the Company's securities are listed, or any other applicable law, rule or restriction to the extent that any such restrictions are no longer required,
the Committee shall have the sole discretion and authority to grant Awards that are not subject to such restrictions and/or to waive any such restrictions with respect to outstanding Awards. 




        (c)   Delegation by the Committee.    The Committee may, but need not, from time to time delegate some or all of its
authority under the Plan to an Administrator consisting of one or more members of the Committee or of one or more officers of the Company; provided,  however, that the Committee may not delegate its authority (i) to make Awards to employees (A) who are subject on the date of the Award to
the reporting rules under Section 16(a) of the Exchange Act, (B) whose compensation for such fiscal year may be subject to the limit on deductible compensation pursuant to
Section 162(m) or (C) who are officers of the Company who are delegated authority by the Committee hereunder, or (ii) under Article X of the Plan. Any delegation hereunder
shall be subject to the restrictions and limits that the Committee specifies at the time of such delegation or thereafter. Nothing in the Plan shall be construed as obligating the Committee to
delegate authority to an Administrator, and the Committee may at any time rescind the authority delegated to an Administrator appointed hereunder or appoint a new Administrator. At all times, the
Administrator appointed under this Section 1.3(c) shall serve in such capacity at the pleasure of the Committee. Any action undertaken by the Administrator in accordance with the Committee's
delegation of authority shall have the same force and effect as if undertaken directly by the Committee, and any reference in the Plan to the Committee shall, to the extent consistent with the terms
and limitations of such delegation, be deemed to include a reference to the Administrator. 



Section 1.4    Eligible Persons.  


        Awards may be granted to any employee of the Company or any of its Subsidiaries. 


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Section 1.5    Class B Common Stock Subject to the Plan.  



        (a)   Plan Limit.    The shares of Class B Common Stock subject to Awards under the Plan shall be made
available from authorized but unissued Class B Common Stock, from Class B Common Stock issued and held in the treasury of the Company or, subject to such conditions as the Committee may
determine, from shares beneficially owned by one or more stockholders of the Company. Subject to adjustment under Article IX hereof, the total number of shares of Class B Common Stock
that may be distributed under the Plan (the "Section 1.5 Limit") shall not exceed, (i) 50 million shares of Class B Common Stock. 



        (b)   Plan Sub-Limits.    Subject to adjustment under Article VIII hereof, the maximum aggregate
number of shares of Class B Common Stock that may be issued in conjunction with awards of (i) Restricted Shares, Restricted Share Units, unrestricted shares of Class B Common
Stock, Performance Shares and Dividend Equivalents, and (ii) Performance Units and Other Awards but only if the Performance Units or Other Awards are paid or settled in shares of Class B
Common Stock, is 25 million shares, provided that, subject to adjustment under Article VIII hereof, no more than 27,000 shares may be
issued as unrestricted Class B Common Stock. Subject to adjustment under Article VIII hereof, the maximum aggregate number of shares of Class B Common Stock that may be issued in
conjunction with awards of Incentive Stock Options is 5 million shares of Class B Common Stock. 


        (c)   Rules Applicable to Determining Shares Available for Issuance.    For purposes of determining the number of
shares of Class B Common Stock that remain available for issuance, the following rules apply: 



          (i)  In
connection with the granting of an Award (other than an Award denominated in dollars), the number of shares of Class B Common Stock in respect of which the
Award is granted or denominated shall be counted against the Section 1.5 Limit (and, if applicable, the limits set forth in Section 1.5(b)). 


         (ii)  To
the extent permitted by law or the rules and regulations of any stock exchange on which the Class B Common Stock is listed, the number of shares of
Class B Common Stock that shall be added back to the Section 1.5 Limit (and, if applicable, the limits set forth in Section 1.5(b)) and shall again be available for Awards, shall
be the corresponding number of shares of Class B Common Stock that are (A) tendered in payment of the exercise price of an Award or to satisfy a Participant's tax or other withholding
obligations with respect to an Award; (B) subject to an Award which for any reason expires or is cancelled, forfeited, or terminated without having been exercised or paid; (C) withheld
from any Award to satisfy a Participant's tax or other withholding obligations or to pay the exercise price of an Award; and (D) subject to Awards that are instead settled in cash. Anything to
the contrary in this Section 1.5(c) notwithstanding, if an Award is settled in whole or in part by delivery of fewer than the full number of shares of Class B Common Stock subject to
such Award, the excess, if any, of the number of shares of Class B Common Stock subject to the Award over the number of shares of Class B Common Stock delivered to the Participant upon
exercise or settlement shall not be counted against the Section 1.5 Limit (and, if applicable, the limits set forth in Section 1.5(b)) and shall again be available for Awards. 



        (iii)  Any
shares of Class B Common Stock underlying Substitute Awards or Replacement Awards shall not be counted against the Section 1.5 Limit (and, if
applicable, the limits set forth in Section 1.5(b)). 




Section 1.6    Section 162(m) Limits on Awards to Participants.  


        (a)   Limits on Certain Stock Options, Stock Appreciation Rights and Phantom Shares.    The maximum aggregate number
of shares of Class B Common Stock that may be granted to any Participant during the five-year period starting on the Effective Date of the Plan with respect to Stock Options, Stock
Appreciation Rights or Phantom Shares is 7.5 million (regardless of whether Stock Appreciation Rights and Phantom Shares are settled in cash, Class B Common Stock, other Company
securities or a combination thereof), subject to adjustment pursuant to Article IX hereof. 


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        (b)   Limits on other Awards.    The maximum amount of Awards (other than those Awards set forth in
Section 1.6(a)) intended to qualify for the Section 162(m) Exception that may be awarded to any Participant in respect of any Performance Period is $50 million (with respect to
Awards denominated in cash) and 750,000 shares of Class B Common Stock (with respect to Awards denominated in shares of Class B Common Stock), subject to adjustment pursuant to
Article VIII hereof. Notwithstanding the preceding sentence, if in respect of any Performance Period, the Committee grants to a Participant Awards having an aggregate dollar value and/or number
of shares less than the maximum dollar value and/or number of shares that could be paid or awarded to such Participant based on the degree to which the relevant Performance Goals were attained, the
excess of such maximum dollar value and/or number of shares over the aggregate dollar value and/or number of shares actually subject to Awards granted to such Participant shall be carried forward and
shall increase the maximum dollar value and/or number of shares that may be awarded to such Participant in respect of the next Performance Period in respect of which the Committee grants to such
Participant an Award intended to qualify for the Section 162(m) Exception, subject to adjustment pursuant to Article IX hereof. 



Section 1.7    Agreements.  


        The Committee shall determine and set forth in an Agreement the terms and conditions of each Award (other than an Award of unrestricted Class B Common
Stock). Each Agreement (i) shall state the Date of Grant and the name of the Participant, (ii) shall specify the terms of the Award, (iii) shall be signed by a person designated
by the Committee and, if so required by the Committee, by the Participant, (iv) shall incorporate the Plan by reference and (v) shall be delivered or otherwise made available to the
Participant. The Agreement shall contain such other terms and conditions as are required by the Plan and, in addition, such other terms not inconsistent with the Plan as the Committee may deem
advisable. The Committee shall have the authority to adjust the terms of the Agreements relating to an Award in a jurisdiction outside of the United States (i) to comply with the laws of such
jurisdiction or (ii) to obtain more favorable tax treatment for the Company and/or any Subsidiary, as applicable, and/or for the Participants in such jurisdiction. Such authority shall be
notwithstanding the fact that the requirements of the local jurisdiction may be more restrictive than the terms set forth in the Plan. 


Article II



PROVISIONS APPLICABLE TO STOCK OPTIONS  



Section 2.1    Grants of Stock Options.  


        The Committee may from time to time grant to eligible employees Stock Options on the terms and conditions set forth in the Plan and on such other terms and
conditions as are not inconsistent with the purposes and provisions of the Plan, as the Committee, in its discretion, may from time to time determine. Each Agreement covering a grant of Stock Options
shall specify the number of Stock Options granted, the Date of Grant, the exercise price of such Stock Options, whether such Stock Options are Incentive Stock Options or Non-Qualified
Stock Options, the period during which such Stock Options may be exercised, any vesting schedule, any Performance Goals and any other terms that the Committee deems appropriate. 


Section 2.2    Exercise Price.  


        The Committee shall establish the per share exercise price of a Stock Option on the Date of Grant in such amount as the Committee shall determine;  provided that such exercise price shall not be less than 100% of the Fair Market Value of a share of Class B Common Stock on the Date of Grant.
Notwithstanding the foregoing, the per share exercise price of a Stock Option that is a Substitute Award may be less than 100% of the Fair Market Value of a share of Class B Common Stock on the
Date of Grant, provided that the excess of: 



          (i)  the
aggregate Fair Market Value (as of the Date of Grant of such Substitute Award) of the shares of Class B Common Stock subject to the Substitute Award, over 


         (ii)  the
aggregate exercise price thereof, 



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does
not exceed the excess of: 




        (iii)  the
aggregate fair market value (as of the time immediately preceding the transaction pursuant to which the Substitute Award was granted, such fair market value to be
determined by the Committee) of the shares of the predecessor entity that were subject to the award assumed or substituted for by the Company, over 


        (iv)  the
aggregate exercise price of such shares. 




The
exercise price of any Stock Option will be subject to adjustment in accordance with the provisions of Article IX of the Plan. 


Section 2.3    Exercise of Stock Options.  


        (a)   Exercisability.    Stock Options shall be exercisable only to the extent the Participant is vested therein,
subject to any restrictions that the Committee shall determine and specify in the applicable Agreement (or any employment agreement applicable to the Participant). The Committee shall establish the
vesting schedule applicable to the Stock Options granted hereunder, which vesting schedule shall specify the period of time, the increments in which a Participant shall vest in the Stock Options
and/or any applicable Performance Goal requirements, subject to any restrictions that the Committee shall determine and specify in the applicable Agreement (or any employment agreement applicable to
the Participant). The Committee may, in its sole discretion, accelerate the time at which a Participant vests in his Stock Options. 



        (b)   Option Period.    For each Stock Option granted, the Committee shall specify the period during which the Stock
Option may be exercised. 


        (c)   Registration Restrictions.    A Stock Option shall not be exercisable, no transfer of shares of Class B
Common Stock shall be made to any Participant, and any attempt to exercise a Stock Option or to transfer any such shares shall be void and of no effect, unless and until (i) a registration
statement under the Securities Act of 1933, as amended, has been duly filed and declared effective pertaining to the shares of Class B Common Stock subject to such Stock Option, and the shares
of Class B Common Stock subject to such Stock Option have been duly qualified under applicable federal or state securities or blue sky laws or (ii) the Committee, in its sole discretion,
determines, or the Participant, upon the request of the Committee, provides an opinion of counsel satisfactory to the Committee, that such registration or qualification is not required as a result of
the availability of an exemption from registration or qualification under such laws. Without limiting the foregoing, if at any time the Committee shall determine, in its sole discretion, that the
listing, registration or qualification of the shares of Class B Common Stock subject to such Stock Option is required under any federal or state law or on any securities exchange or the consent
or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, delivery or purchase of such shares pursuant to the exercise of a Stock Option, such
Stock Option shall not be exercised in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not
acceptable to the Committee. 


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



          (i)  Termination other than for Cause, or due to Retirement, Death or Permanent Disability.    Except as otherwise
provided in this Section 2.3 or as otherwise determined by the Committee, in the event that (A) 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 for Cause, his 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) 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 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) the Permanent Disability of the Participant occurs, his 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 



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Expiration
Date; and (D) a Participant dies during a period during which his Stock Options could have been exercised by him, his 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 2.3 or as otherwise determined by the Committee, upon the occurrence of an event
described in clauses (A), (B), (C) or (D) of this Section 2.3(d)(i), all rights with respect to Stock Options that are not vested as of such event will be relinquished. 


         (ii)  Termination for Cause.    If a 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. 


        (iii)  Maximum Exercise Period.    Anything in this Section 2.3(d) to the contrary notwithstanding and unless
the Committee determines otherwise, no Stock Option shall be exercisable after the earlier to occur of (A) the expiration of the option period set forth in the applicable Agreement or
(B) the tenth anniversary of the Date of Grant thereof. If the date determined in accordance with the preceding sentence is not a business day, the Stock Options may be exercised up to and
including the last business day before such date. 




Section 2.4    Payment of Purchase Price Upon Exercise.  


        Every share purchased through the exercise of a Stock Option shall be paid for in full on or before the settlement date for the shares of Class B Common
Stock issued pursuant to the exercise of the Stock Options in cash or, in the discretion of the Committee, in shares of Class B Common Stock or other securities of the Company designated by the
Committee, in a combination of cash, shares or such other securities or in any other form of valid consideration that is acceptable to the Committee in its sole discretion. If the Agreement so
provides, such exercise price may also be paid in whole or in part using a net share settlement procedure or through the withholding of shares subject to the Stock Option with a value equal to the
exercise price. In accordance with the rules and procedures established by the Committee for this purpose, a Stock Option may also be exercised through a "cashless exercise" procedure, approved by the
Committee, involving a broker or dealer, that affords Participants the opportunity to sell immediately some or all of the shares underlying the exercised portion of the Stock Option in order to
generate sufficient cash to pay the exercise price of the Option. 


Section 2.5    Repricing of Stock Options.  


        The Committee may not "reprice" any Stock Option. "Reprice" means any of the following or any other action that has the same effect: (i) amending a Stock
Option to reduce its exercise price, (ii) canceling a Stock Option at a time when its exercise price exceeds the Fair Market Value of a share of Class B Common Stock in exchange for a
Stock Option, Restricted Share or other equity award unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction,
or (iii) taking any other action that is treated as a repricing under GAAP, provided that nothing in this Section 2.5 shall prevent the
Committee from making adjustments pursuant to Article IX. The provisions of this Section 2.5 shall not apply to any exchange offer that is initiated prior to the first anniversary of the
Separation Date and relates exclusively to Stock Options that were awarded in connection with the Separation in substitution for options to purchase shares of the former Viacom Inc. (renamed
CBS Corporation) granted prior to the Separation Date. Awards granted in connection with an exchange offer conducted pursuant to the preceding sentence shall be considered Replacement Awards for
purposes of the Plan. 


Section 2.6    Stock Appreciation Rights.  


        (a)   Generally.    The Committee may grant Stock Appreciation Rights alone or in tandem with other Awards. 


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        (b)   Stock Appreciation Rights Granted In Tandem with Stock Options.    If the Stock Appreciation Right is granted
in tandem with a Stock Option, such Stock Appreciation Right may be granted either at the time of the grant of the Stock Option or by amendment at any time prior to the exercise, expiration or
termination of such Stock Option. The Stock Appreciation Right shall be subject to the same terms and conditions as the related Stock Option and shall be exercisable only at such times and to such
extent as the related Stock Option is exercisable. A Stock Appreciation Right shall entitle the holder to surrender to the Company the related Stock Option unexercised and receive from the Company in
exchange therefor an amount equal to the excess of the Fair Market Value of the shares of Class B Common Stock subject to such Stock Option, determined as of the day preceding the surrender of
such Stock Option, over the Stock Option aggregate exercise price. Such amount shall be paid in cash, or in the discretion of the Committee, in shares of Class B Common Stock or other
securities of the Company designated by the Committee or in a combination of cash, shares of Class B Common Stock or such other securities. 


        (c)   Stock Appreciation Rights Granted Alone or In Tandem with Awards Other Than Stock Options.    Subject to the
next sentence, Stock Appreciation Rights granted alone or in tandem with Awards other than Stock Options shall be subject to such terms and conditions as the Committee shall establish at or after the
time of grant and set forth in the applicable Agreement. The Committee shall establish the per share exercise price of a Stock Appreciation Right granted alone on the Date of Grant in such amount as
the Committee shall determine; provided that such exercise price shall not be less than 100% of the Fair Market Value of a share of Class B
Common Stock on the Date of Grant, unless such Stock Appreciation Right is subject to any Performance Goals pursuant to Article VI. In addition, notwithstanding the foregoing, the per share
exercise price of a Stock Appreciation Right that is a Substitute Award may be less than 100% of the Fair Market Value of a share of Class B Common Stock on the Date of Grant;  provided that the
excess of: 



          (i)  the
aggregate Fair Market Value (as of the Date of Grant of such Substitute Award) of the shares of Class B Common Stock subject to the Substitute Award, over 


         (ii)  the
aggregate exercise price thereof, 



does
not exceed the excess of: 




        (iii)  the
aggregate fair market value (as of the time immediately preceding the transaction pursuant to which the Substitute Award was granted, such fair market value to be
determined by the Committee) of the shares of the predecessor entity that were subject to the award assumed or substituted for by the Company, over 


        (iv)  the
aggregate exercise price of such shares. 





The
exercise price of any Stock Appreciation Right will be subject to adjustment in accordance with the provisions of Article VIII of the Plan. 


ARTICLE III



PROVISIONS APPLICABLE TO RESTRICTED SHARES  


Section 3.1    Grants of Restricted Shares.  


        The Committee may from time to time grant to eligible employees Restricted Shares on the terms and conditions set forth in the Plan and on such other terms and
conditions as are not inconsistent with the purposes and provisions of the Plan, as the Committee, in its discretion, may from time to time determine. Each Agreement covering a grant of Restricted
Shares shall specify the number of
Restricted Shares granted, the Date of Grant, the price, if any, to be paid by the Participant for such Restricted Shares, the vesting schedule (as provided for in Section 3.2 hereof) and any
Performance Goals for such Restricted Shares and any other terms that the Committee deems appropriate. 


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   Section 3.2    Vesting.  


        The Committee shall establish the vesting schedule applicable to Restricted Shares granted hereunder, which vesting schedule shall specify the period of time, the
increments in which a Participant shall vest in the Restricted Shares and/or any applicable Performance Goal requirements, subject to any restrictions that the Committee shall determine and specify in
the applicable Agreement, provided that in no event may Restricted Shares that vest contingent solely on the requirement of continued employment fully
vest in less than three years from the Date of Grant and provided, further, that the foregoing minimum
vesting requirement shall not apply to any Restricted Shares included in Replacement Awards. 


Section 3.3    Rights and Restrictions Governing Restricted Shares.  


        The Participant shall have all rights of a holder as to such shares of Class B Common Stock (including, to the extent applicable, the right to receive
dividends and to vote), subject to the following restrictions: (a) the Participant shall not be entitled to be registered on the books and records of the Company as a stockholder until such
shares have vested; (b) none of the Restricted Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of until such shares have vested; and (c) except as
otherwise provided in Section 3.6 below, all unvested Restricted Shares shall be immediately forfeited upon a Participant's termination of employment with the Company or any Subsidiary for any
reason or the Participant's death, Retirement or Permanent Disability. 


Section 3.4    Adjustment with Respect to Restricted Shares.  



        Any other provision of the Plan to the contrary notwithstanding, the Committee may, in its discretion, at any time accelerate the date or dates on which
Restricted Shares vest. The Committee may, in its sole discretion, remove any and all restrictions on such Restricted Shares whenever it may determine that, by reason of changes in applicable law, the
rules of any stock exchange on which the Class B Common Stock is listed or other changes in circumstances arising after the Date of Grant, such action is appropriate. 


Section 3.5    Delivery of Restricted Shares.  


        On the date on which Restricted Shares vest, all restrictions contained in the Agreement covering such Restricted Shares and in the Plan shall lapse as to such
Restricted Shares. Restricted Share Awards issued hereunder may be evidenced in such manner as the Committee in its discretion shall deem appropriate, including, without limitation,
book-entry registration or issuance of one or more stock certificates. If stock certificates are issued, such certificates shall be delivered to the Participant or such certificates shall
be credited to a brokerage account if the Participant so directs; provided, however, that such
certificates shall bear such legends as the Committee, in its sole discretion, may determine to be necessary or advisable in order to comply with applicable federal or state securities laws. 


Section 3.6    Termination of Employment, Retirement, Death or Permanent Disability.  



        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 for Cause, termination by the Company or any of its Subsidiaries for Cause or the Participant's Retirement, or (ii) the
Participant's death or Permanent Disability occurs, prior to the date or dates on which Restricted Shares vest, the Participant shall forfeit all unvested Restricted Shares as of the date of such
event, unless the Committee determines otherwise. 



Section 3.7 Grants of Unrestricted Shares.  


        Subject to the limit set forth in the proviso in Section 1.5(b) (as such limit may be adjusted under Article VIII hereof), the Committee may, in its
sole discretion, make awards of unrestricted Class B Common Stock to eligible employees in recognition of outstanding achievements and performance. 


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ARTICLE IV



PROVISIONS APPLICABLE TO RESTRICTED SHARE UNITS  


Section 4.1    Grants of Restricted Share Units.  


        The Committee may from time to time grant Restricted Share Units on the terms and conditions set forth in the Plan and on such other terms and conditions as are
not inconsistent with the purposes and provisions of the Plan as the Committee, in its discretion, may from time to time determine. Each Restricted Share Unit awarded to a Participant shall correspond
to one share of Class B Common Stock. Each Agreement covering a grant of Restricted Share Units shall specify the number of Restricted Share Units granted, the vesting schedule (as provided for
in Section 4.2 hereof) for such Restricted Share Units and any Performance Goals and any other terms that the Committee deems appropriate. 


Section 4.2    Vesting.  


        The Committee shall establish the vesting schedule applicable to Restricted Share Units granted hereunder, which vesting schedule shall specify the period of
time, the increments in which a Participant shall vest in the Restricted Share Units and/or any applicable Performance Goal requirements, subject to any restrictions that the Committee shall determine
and specify in the applicable Agreement, provided that in no event may Restricted Share Units that vest contingent solely on the requirement of
continued employment fully vest in less than three years from the Date of Grant and provided, further,
that the foregoing minimum vesting requirement shall not apply to any Restricted Share Units included in Replacement Awards. 


Section 4.3    Adjustment with Respect to Restricted Share Units.  


        Any other provision of the Plan to the contrary notwithstanding, the Committee may, in its discretion, at any time accelerate the date or dates on which
Restricted Share Units vest. 


Section 4.4    Settlement of Restricted Share Units.  


        On the date on which Restricted Share Units vest, all restrictions contained in the Agreement covering such Restricted Share Units and in the Plan shall lapse as
to such Restricted Share Units and the Restricted Stock Units will be payable, at the discretion of the Committee, in cash equal to the Fair Market Value of the shares subject to such Restricted Share
Units, in shares of Class B Common Stock or in other securities of the Company designated by the Committee or in a combination of cash, shares of Class B Common Stock or such other
securities. Restricted Share Units paid in Class B Common Stock may be evidenced in such manner as the Committee in its discretion shall deem appropriate, including, without limitation,
book-entry registration or issuance of one or more stock certificates. If stock certificates are issued, such certificates shall be delivered to the Participant or such certificates shall
be credited to a brokerage account if the Participant so directs; provided, however, that such
certificates shall bear such legends as the Committee, in its sole discretion, may determine to be necessary or advisable in order to comply with applicable federal or state securities laws. 


Section 4.5    Termination of Employment, Retirement, Death or Permanent Disability.  


        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 for Cause, termination by the Company or any of its Subsidiaries for Cause or the Participant's Retirement, or (ii) the
Participant's death or Permanent Disability occurs, prior to the date or dates on which Restricted Share Units vest, 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, in the
discretion of the Committee, either certificates representing shares of Class B Common Stock or a cash payment equal to the Fair Market Value of the shares of Class B Common Stock, shall
be delivered in accordance with Section 4.4 above, to the Participant or in the case of 


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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. 


ARTICLE V



PROVISIONS APPLICABLE TO PHANTOM SHARES  


Section 5.1    Grants of Phantom Shares.  



        The Committee may from time to time grant to eligible employees Phantom Shares, the value of which is determined by reference to a share of Class B Common
Stock, on the terms and conditions set forth in the Plan and on such other terms and conditions as are not inconsistent with the purposes and provisions of the Plan as the Committee, in its
discretion, may from time to time determine. Each
Agreement covering a grant of Phantom Shares shall specify the number of Phantom Shares granted, the Initial Value of such Phantom Shares, the Valuation Dates, the number of Phantom Shares whose
Appreciation Value shall be determined on each such Valuation Date, any applicable vesting schedule (as provided for in Section 5.3 hereof) and Performance Goals for such Phantom Shares, and
any applicable limitation on payment (as provided for in Section 5.4 hereof) for such Phantom Shares and any other terms that the Committee deems appropriate. 


Section 5.2    Appreciation Value.  


        (a)   Valuation Dates; Measurement of Appreciation Value.    The Committee shall provide in the Agreement for one or
more Valuation Dates on which the Appreciation Value of the Phantom Shares granted pursuant to the Agreement shall be measured and fixed, and shall designate in the Agreement the number of such
Phantom Shares whose Appreciation Value is to be calculated on each such Valuation Date. Unless otherwise determined by the Committee, each Valuation Date shall be December 15 and no Valuation
Date shall occur later than the year in which the eighth (8th) anniversary of the Date of Grant occurs. 


        (b)   Payment of Appreciation Value.    Except as otherwise provided in Section 5.5 hereof, and subject to the
limitation contained in Section 5.4 hereof, the Appreciation Value of a Phantom Share shall be paid to a Participant in cash, or in the discretion of the Committee, in shares of Class B
Common Stock or other securities of the Company designated by the Committee or in a combination of cash, shares of Class B Common Stock or such other securities, as soon as practicable
following the Valuation Date applicable to such Phantom Share. 


Section 5.3    Vesting.  


        The Committee may establish a vesting schedule applicable to Phantom Shares granted hereunder, which vesting schedule shall specify the period of time, the
increments in which a Participant shall vest in the Phantom Shares and/or any applicable Performance Goal requirements, subject to any restrictions that the Committee shall determine and specify in
the applicable Agreement. 


Section 5.4    Limitation on Payment.  


        The Committee may, in its discretion, establish and set forth in the Agreement a maximum dollar amount payable under the Plan for each Phantom Share granted
pursuant to such Agreement. 


Section 5.5    Termination of Employment, Retirement, Death or Permanent Disability.  


        (a)   Termination Other Than for Cause, or due to Retirement, Death or Permanent Disability.    Except as otherwise
provided in this Section 5.5, if, before the occurrence of one or more Valuation Dates applicable to the Participant's Outstanding Phantom Shares, (i) the Participant's employment with
the Company or any of its Subsidiaries ends by reason of the voluntary termination by the Participant, the termination by the Company or any of its Subsidiaries other than for Cause or the
Participant's Retirement or (ii) the Participant's death or Permanent Disability occurs, then, unless the Committee, in its discretion, determines otherwise, the Appreciation Value of each
Outstanding Phantom Share as to which the Participant's rights are vested as of the date of such event shall be 


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the
lesser of (x) the Appreciation Value of such Phantom Share calculated as of the date of such event or (y) the Appreciation Value of such Phantom Share calculated as of the originally
scheduled Valuation Date applicable thereto. Unless the Committee, in its discretion, determines otherwise, the Appreciation Value so determined for each such vested Outstanding Phantom Share shall
then be payable to the Participant following the originally scheduled Valuation Date applicable thereto in accordance with Section 5.2(b) hereof. Upon the occurrence of an event described in
this Section 5.5(a), unless the Committee determines otherwise, all rights with respect to Phantom Shares that are not vested as of such date will be relinquished. 



        (b)   Termination for Cause.    If a 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 Phantom Shares, whether or not vested, and any and all rights to the payment of
Appreciation Value with respect to such Outstanding Phantom Shares shall be forfeited effective as of the date of such termination. 


ARTICLE VI



PERFORMANCE AWARDS  



Section 6.1    Grants of Performance Awards.  


        The Committee may from time to time grant to eligible employees Performance Awards consisting of Performance Shares or Performance Units on the terms and
conditions set forth in the Plan and on such other terms and conditions as are not inconsistent with the purposes and provisions of the Plan, as the Committee, in its discretion, may from time to time
determine. Performance Awards may be granted either alone or in addition to other Awards made under the Plan. 



Section 6.2    Performance Goals.  


        Unless otherwise determined by the Committee, the grant, vesting and/or exercisability of Performance Awards shall be conditioned, in whole or in part, on the
attainment of performance targets, in whole or in part, related to one or more performance goals over a Performance Period. For any such Performance Awards that are intended to qualify for the
Section 162(m) Exception, the performance targets on which the grant, vesting and/or exercisability are conditioned shall be selected by the Committee from among the following goals (the
"Section 162(m) Performance Goals"): OIBDA, OIBDA Without Intercompany Eliminations, Operating Income, Free Cash Flow, Net Earnings, Net Earnings from Continuing Operations, Earnings Per Share,
Revenue, Net Revenue, Operating Revenue, total shareholder return, share price, return on equity, return in excess of cost of capital, profit in excess of cost of capital, return on assets, return on
invested capital, net operating profit after tax, operating margin, profit margin or any combination thereof. In addition, for any Awards not intended to qualify for the Section 162(m)
Exception, the Committee may establish performance targets based on other performance goals as it deems appropriate (together with the Section 162(m) Performance Goals, the "Performance
Goals"). The Performance Goals may be described in terms of objectives that are related to the individual Participant or objectives that are Company-wide or related to a Subsidiary,
division, department, region, function or business unit and may be measured on an absolute or cumulative basis or on the basis of percentage of improvement over time, and may be measured in terms of
Company performance (or performance of the applicable Subsidiary, division, department, region, function or business unit) or measured relative to selected peer companies or a market index. 


Section 6.3    Performance Goals on Awards other than Performance Awards.  


        The Committee, in its sole discretion, may also require that the grant, vesting and/or exercisability of Awards other than Performance Awards be conditioned, in
whole or in part, on the attainment of performance targets, in whole or in part, related to Performance Goals over a Performance Period, as described in Section 6.2. 


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Section 6.4    Discretion to Reduce Awards.  


        The Committee retains the right to reduce any Award below the maximum amount that could be paid based on the degree to which the Performance Goals related to such
Award were attained. The Committee may not increase any Award intended to qualify for the Section 162(m) Exception in any manner that would adversely affect the treatment of the Award under the
Section 162(m) Exception. 


Section 6.5    Adjustment of Calculation of Performance Goals.  


        In the event that, during any Performance Period, any recapitalization, reorganization, merger, acquisition, divestiture, consolidation, spin-off,
combination, liquidation, dissolution, sale of assets or other similar corporate transaction or event, or any other extraordinary event or circumstance occurs which has the effect, as determined by
the Committee, in its sole and absolute discretion, of distorting the applicable performance criteria involving the Company, including, without limitation, changes in accounting standards, the
Committee may adjust or modify, as determined by the Committee, in its sole and absolute discretion, the calculation of the Performance Goals, to the extent necessary to prevent reduction or
enlargement of the Participants' Awards under the Plan for such Performance Period attributable to such transaction, circumstance or event. All determinations that the Committee makes pursuant to this
Section 6.5 shall be conclusive and binding on all persons for all purposes. 


ARTICLE VII



SUBSTITUTE AWARDS  


        Notwithstanding any terms or conditions of the Plan to the contrary, the Committee may provide for Substitute Awards under the Plan upon assumption of, or in
substitution for, outstanding awards previously granted by a company or other entity all or a portion of the assets or equity of which is acquired by the Company, with which the Company mergers or
otherwise combines or from which the Company is spun-off or otherwise separated. Without limiting the generality of the preceding sentence, Substitute Awards include Awards granted in
connection with the Separation in substitution for stock options, restricted stock units and other awards of the former Viacom Inc. (renamed CBS Corporation) granted prior to the Separation
Date. Notwithstanding any terms or conditions of the Plan to the contrary, Substitute Awards may have substantially the same terms and conditions, including without limitation provisions relating to
vesting, exercise periods, expiration, payment, forfeiture, and the consequences of termination of employment and changes in control, as the awards that they replace. 


ARTICLE VIII



DIVIDEND EQUIVALENTS AND OTHER AWARDS  


Section 8.1    Dividend Equivalents.  


        Subject to the provisions of this Plan and any Agreement, the recipient of an Award (including, without limitation, any Award deferred pursuant to
Section 9.9) may, if so determined by the Committee, be entitled to receive, currently or on a deferred basis, interest or dividends or Dividend Equivalents, with respect to the number of
shares of Class B Common Stock covered by the Award, as determined by the Committee, in its sole discretion, and the Committee may provide that such amounts (if any) shall be deemed to have
been reinvested in additional shares of Class B Common Stock or otherwise reinvested and/or shall be subject to the same terms and conditions (including vesting and forfeiture provisions) as
the related Award. Unless otherwise determined by the Committee, the terms of any deferral or reinvestment of such amounts (if any) shall comply with all applicable laws, rules and regulations,
including, without limitation, Section 409A. 



Section 8.2    Other Awards.  


        The Committee shall have the authority to specify the terms and provisions of other forms of equity-based or equity-related awards not described above that the
Committee determines to be consistent with the purpose of the Plan and the interests of the Company. Other Awards may also include cash payments under the Plan which may be 


15







 

based
on one or more criteria determined by the Committee that are unrelated to the value of Class B Common Stock and that may be granted in tandem with, or independent of, Awards granted under
the Plan. 


ARTICLE IX



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 (i) the number and kind of securities subject to any outstanding Award, (ii) the
exercise price or purchase price, if any, of any outstanding Award or the Initial Value of any Outstanding Phantom Shares, and (iii) the maximum number and kind of securities referred to in
Section 1.5(a) and (b) and Section 1.6(a) and Section 1.6(b) of the Plan, 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. All determinations that the Committee makes pursuant to this
Article VIII shall be conclusive and binding on all persons for all purposes. 


ARTICLE X



MISCELLANEOUS  


Section 10.1    No Rights to Awards or Continued Employment.  


        Nothing in the Plan or in any Agreement, nor the grant of any Award under the Plan, shall confer upon any individual any right to be employed by or to continue in
the employment of the Company or any Subsidiary thereof, nor to be entitled to any remuneration or benefits not set forth in the Plan or such Agreement, including the right to receive any future
Awards under the Plan or any other plan of the Company or any Subsidiary thereof or interfere with or limit the right of the Company or any Subsidiary thereof to modify the terms of or terminate such
individual's employment at any time for any reason. 


Section 10.2    Restriction on Transfer.  


        The rights of a Participant with respect to any Award shall be exercisable during the Participant's lifetime only by the Participant and shall not be transferable
by the Participant to whom such Award is 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 10.3    Taxes.  


        The Company or a Subsidiary thereof, as appropriate, shall have the right to deduct from all payments made under the Plan to a Participant or to a Participant's
estate any federal, state, local or other taxes required by law to be withheld with respect to such payments. The Committee, in its discretion, may require, as a condition to the exercise or
settlement of any Award or delivery of any certificate(s) for shares of Class B Common Stock, that an additional amount be paid in cash equal to the amount of any federal, state, local or other
taxes required to be withheld as a result of such exercise or settlement. In addition, the Committee may establish procedures to allow Participants to satisfy such withholding obligations through a
net share settlement procedure or the withholding of shares subject to the applicable Award, or through a "cashless exercise" procedure as described in Section 2.4. Any Participant who makes an
election under Section 83(b) of the Code to have his Award taxed in accordance with such election must give notice to the Company of such election immediately upon making a valid election in
accordance with the rules and regulations of the Code. Any such election must be made in accordance with the rules and regulations of the Code. 


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Section 10.4    Stockholder Rights.  


        No Award under the Plan shall entitle a Participant or a Participant's estate or permitted transferee to any rights of a holder of shares of Class B Common
Stock of the Company, except as provided in Article III with respect to Restricted Shares or 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 with respect to the exercise or settlement of such Award. 


Section 10.5    No Restriction on Right of Company to Effect Corporate Changes.  


        The Plan shall not 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 stock 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 10.6    Source of Payments.  


        The general funds of the Company shall be the sole source of cash settlements of Awards under the Plan and payments of Appreciation Value and the Company shall
not have any obligation to establish any separate fund or trust or other segregation of assets to provide for payments under the Plan. Nothing contained in this Plan, and no action taken pursuant to
its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company and a Participant or any other person. To the extent a person acquires any
rights to receive payments hereunder from the Company, such rights shall be no greater than those of an unsecured creditor. 


Section 10.7    Exercise Periods Following Termination of Employment.  


        For the purposes of determining the dates on which Awards may be exercised following a termination of employment or following the Retirement, death or Permanent
Disability of a Participant, the day following the date of such event shall be the first day of the exercise period and the Award may be exercised up to and including the last business day falling
within the exercise period. Thus, if the last day of the exercise period is not a business day, then the last date an Award may be exercised is the last business day preceding the end of the exercise
period. 


Section 10.8    Breach of Agreements.  


        The Committee may include in any Agreement a provision requiring the Participant to return gains (as defined by the Committee) realized on Awards made under the
Plan in the event the Committee determines that a material breach of specified obligations under one or more written agreements between a Participant and the Company has occurred during the one year
period after termination of the Participant's employment with the Company or a Subsidiary. 


Section 10.9    Deferral of Awards.  


        The Committee may establish procedures pursuant to which the payment of any Award may be deferred. 


Section 10.10    Employment of Participant by Subsidiary.  


        Unless the Committee determines otherwise, the employment of a Participant who works for a Subsidiary shall terminate, for Plan purposes, on the date on which the
Participant's employing company ceases to be a Subsidiary. 


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Section 10.11    Section 409A.  


        If any provision of the Plan or an Agreement contravenes any regulations or Treasury guidance promulgated under Section 409A or could cause a Participant
to be subject to the interest and penalties under Section 409A, such provision of the Plan or any Agreement shall be modified to maintain, to the maximum extent practicable, the original intent
of the applicable provision without violating the provisions of Section 409A. Moreover, any discretionary authority that the Board or the Committee may have pursuant to the Plan shall not be
applicable to an Award that is subject to Section 409A to the extent such discretionary authority will contravene Section 409A. 


ARTICLE XI



AMENDMENT AND TERMINATION  


        The Plan may be terminated and may be altered, amended, suspended or terminated at any time, in whole or in part, by the Board; provided,
however, that no alteration or amendment will be effective without stockholder approval if such approval is required by law or under the rules of the New York Stock Exchange or
other principal stock exchange on which the Class B Common Stock is listed. No termination or amendment of the Plan may, without the consent of the Participant to whom an Award has been made,
materially adversely affect the rights of such Participant in such Award. Notwithstanding any provision herein to the contrary, the Committee shall have broad authority to amend the Plan or any
outstanding Award under the Plan 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 a Participant is not subject to interest and penalties under Section 409A with respect to
any Award. Unless previously terminated pursuant to this Article XI, the Plan shall terminate on the fifth anniversary of the Effective Date, and no further Awards may be granted hereunder
after such date. 


ARTICLE XII



INTERPRETATION  


Section 12.1    Governmental Regulations.  


        The Plan, and all Awards hereunder, shall be subject to all applicable rules and regulations of governmental or other authorities. 



Section 12.2    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
Plan. 


Section 12.3    Governing Law.  


        The Plan and all rights hereunder shall be construed in accordance with and governed by the laws of the State of Delaware. 


ARTICLE XIII



EFFECTIVE DATE AND STOCKHOLDER APPROVAL  


        The Plan became effective as of [date of the separation]. 


18