Exhibit 10.37  


VIACOM INC.

2006 RSU PLAN FOR OUTSIDE DIRECTORS  


ARTICLE I



GENERAL  


Section 1.1    Purpose.  


        The purpose of the Viacom Inc. 2006 RSU Plan for Outside Directors (the "Plan") is to benefit and advance the interests of Viacom Inc., a Delaware
corporation (the "Company"), and its subsidiaries by obtaining and retaining the services of qualified persons who are not employees of the Company or its subsidiaries to serve as directors and to
induce them to make a maximum contribution to the success of the Company and its subsidiaries. 


Section 1.2    Definitions.  


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


        (a)   "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. 



        (b)   "Annual
RSU Grant" shall have the meaning set forth in Section 2.1. 


        (c)   "Award"
shall mean any Director RSU or Dividend Equivalent. 


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


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



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


        (g)   "Company"
shall have the meaning set forth in Section 1.1. 


        (h)   "Director
RSUs" shall mean a contractual right granted to a Participant pursuant to Article II to receive shares of Class B Common Stock, subject to the
terms and conditions set forth in the Plan. Director RSUs shall be settled exclusively in Class B Common Stock, with fractional shares payable in cash. 



        (i)    "Dividend
Equivalent" shall mean 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 Article III below. Payment in respect of Dividend Equivalents upon settlement shall be in shares of Class B Common Stock except as set forth in
Article III below. 


        (j)    "Effective
Date" shall mean the effective date of the Plan provided for in Article VIII below. 



        (k)   "Fair
Market Value" of a share of Class B Common Stock on a given date shall be the closing price on such date on the New York Stock Exchange or other principal
stock exchange on which the Class B 


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Common
Stock is then listed, as reported by The Wall Street Journal (Northeast edition) as the 4:00 p.m. (New York time) closing price or as reported by any other authoritative source selected
by the Company. 


        (l)    "Outside
Director" shall mean any member of the Board who is not an employee of the Company or any of its Subsidiaries. 


        (m)  "Participant"
shall mean any Outside Director to whom Awards have been granted under the Plan. 


        (n)   "Plan"
shall have the meaning set forth in Section 1.1. 


        (o)   "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. 


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


        (q)   "Stock
Option Plan" shall mean the Viacom Inc. 2006 Stock Option Plan for Outside Directors. 


        (r)   "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). 



        (s)   "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. 


Section 1.3    Administration of the Plan.  


        The Plan shall be administered by the members of the Board who are not Outside Directors and such Board members shall determine all questions of interpretation,
administration and application of the Plan. Such Board members' determinations shall be final and binding in all matters relating to the Plan. The Board may authorize any officer of the Company to
execute and deliver an Agreement on behalf of the Company to a Participant. 


Section 1.4    Eligible Persons.  


        Awards shall be granted only to Outside Directors. 


Section 1.5    Class B Common Stock Subject to the Plan.  


        Subject to adjustment in accordance with the provisions of Article IV hereof, the maximum number of shares of Class B Common Stock that may be
issued under the Plan, when aggregated with the number of shares of Class B Common Stock that may be issued under the Stock Option Plan, shall be 500,000 shares. Any shares of Class B
Common Stock underlying Substitute Awards shall not be counted against this limit. The shares of Class B Common Stock shall be made available from authorized but unissued shares of
Class B Common Stock or from shares of Class B Common Stock issued and held in the treasury of the Company. The settlement of any Awards under the Plan in any manner shall result in a
decrease in the number of shares of Class B Common Stock which thereafter may be issued for purposes of this Section 1.5 


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by
the number of shares issued upon such settlement. Shares of Class B Common Stock with respect to which Awards lapse, expire or are cancelled without being settled or are otherwise terminated
may be regranted under the Plan. 


ARTICLE II



RESTRICTED SHARE UNITS  


Section 2.1    Grants of Restricted Share Units.  



        (a)   On
January 31st of 2006 and each subsequent year, each Outside Director shall automatically be granted a number of Director RSUs determined by dividing
(i) $55,000 by (ii) the Fair Market Value of one share of Class B Common Stock on the date of grant (an "Annual RSU Grant"). If the date of grant is not a business day on which
the Fair Market Value can be determined, then the Fair Market Value shall be determined as of the last business day preceding the relevant date of grant on which the Fair Market Value can be
determined. The terms and conditions of the Director RSUs shall be set forth in an Agreement which shall be delivered to the Participants reasonably promptly following the relevant date of grant of
such Director RSUs. 


        (b)   The
Annual RSU Grants shall not be prorated and persons who become Outside Directors after the date of a particular Award shall first become eligible to receive an Award
under the Plan as of the date of the next Annual RSU Grant. 


Section 2.2    Vesting.  


        Director RSUs shall be settled only to the extent the Participant is vested therein. Subject to Section 2.3(b), each Annual RSU Grant shall vest on the
first anniversary of the relevant date of grant. 


Section 2.3    Settlement of Restricted Share Units.  


        (a)   Settlement. On the date on which Director RSUs vest, all restrictions contained in the Agreement covering such Director
RSUs and in the Plan shall lapse as to such Director RSUs and the Director RSUs shall be payable in shares of Class B Common Stock, with any fractional shares payable in cash, and shall be
evidenced in such manner as the Board 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 Board, in its sole discretion,
may determine to be necessary or advisable in order to comply with applicable federal or state securities laws. Any fractional shares of Class B Common Stock to which a Participant becomes
entitled shall not be settled by delivery of shares but instead shall be paid in cash, based on the Fair Market Value of the Class B Common Stock on the date of payment. 


        (b)   Settlement in the Event of Termination of Services. If the services of a Participant as a director of the Company
terminate for any reason the Participant shall forfeit all unvested Director RSUs as of the date of such event. 


        (c)   Deferral of Settlement. Notwithstanding Section 2.3(a), a Participant may elect to defer settlement of any or all
Director RSUs to a date subsequent to the vesting date of such Director RSUs, provided that such election to defer is made no later than
December 31 of the taxable year prior to the year in which the Outside Director performs the services for which such Director RSUs are granted. Settlement of any deferred Director RSUs shall be
made in a single distribution or three or five annual installments in 


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accordance
with the Participant's deferral election. The single distribution or first annual installment, as applicable, will be payable on the later of (i) six months following the date of the
Participant's termination of services on the Board for any reason or (ii) January 31 of the calendar year following the calendar year in which the Participant's services on the Board
terminates for any reason. 


ARTICLE III



DIVIDEND EQUIVALENTS  


        The Participant shall be entitled to receive Dividend Equivalents on the Director RSUs in the event the Company pays a regular cash dividend with respect to the
shares of Class B Common Stock. The Company shall maintain a bookkeeping record that credits the dollar amount of the Dividend Equivalents to a Participant's account on the date that it pays
such regular cash dividend on the shares of Class B Common Stock. Dividend Equivalents shall accrue on the Director RSUs until the Director
RSUs vest, at which time they shall be paid in shares of Class B Common Stock determined by dividing (i) the aggregate amount credited in respect of such Dividend Equivalents by
(ii) the Fair Market Value on the vesting date, with any fractional shares resulting from this calculation paid in cash. Payment of Dividend Equivalents that have been credited to the
Participant's account will not be made with respect to any Director RSUs that do not vest and are cancelled. 


        In
addition, if the Participant elects to defer settlement of the Director RSUs, such Director RSUs will continue to earn Dividend Equivalents on the deferred Director RSUs through the
settlement date. All such Dividend Equivalents credited to the Participant's account with respect to deferred Director RSUs shall be converted, on the anniversary of the date on which the Director
RSUs originally vested and on each anniversary thereof, as appropriate, until the Director RSUs are settled, into additional whole and/or fractional Director RSUs, based on the Fair Market Value of
the Class B Common Stock on the respective dates. Such additional Director RSUs shall be deferred subject to the same terms and conditions as the Directors RSUs to which the Dividend
Equivalents originally related. 


ARTICLE IV



EFFECT OF CERTAIN CORPORATE CHANGES  


        In the event of any merger, consolidation, stock-split, dividend (other than a regular cash dividend), distribution, combination, recapitalization,
reclassification, reorganization, split-off or spin-off that changes the character or amount of the shares of Class B Common Stock or any other changes in the corporate
structure, equity securities or capital structure of the Company, the Board shall make such proportionate adjustments to (i) the number and kind of securities subject to any outstanding Awards,
(ii) the number and kind of securities subject to the Annual RSU Grants referred to in Section 2.1, and (iii) the maximum number and kind of securities available for issuance
under the Plan referred to in Section 1.5, in each case, as it deems appropriate. The Board may, in its sole discretion, also make such other adjustments as it deems appropriate in order to
preserve, but not increase, the benefits or potential benefits intended to be made available hereunder upon the occurrence of any of the foregoing events. The Board's determination as to what, if any,
adjustments shall be made shall be final and binding on the Company and all Participants. Adjustments under this Article shall be conducted in a manner consistent with any adjustments under the Stock
Option Plan. 


ARTICLE V



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 


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previously
granted to a director 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 Director RSUs granted in connection with the
Separation in substitution for awards of the former Viacom Inc. (renamed CBS Corporation) granted to directors 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, expiration, payment, forfeiture, and the
consequences of termination of employment and changes in control, as the awards that they replace. 


ARTICLE VI



MISCELLANEOUS  


Section 6.1    No Right to Re-election.  


        Nothing in the Plan shall be deemed to create any obligation on the part of the Board to nominate any of its members for re-election by the Company's
stockholders, nor confer upon any Participant the right to remain a member of the Board for any period of time, or at any particular rate of compensation. 


Section 6.2    Restriction on Transfer.  


        The rights of a Participant with respect to any Awards under the Plan shall not be transferable by the Participant to whom such Awards are granted, except
(i) by will or the laws of descent and distribution, (ii) upon prior notice to the Company, for transfers to members of the Participant's immediate family or trusts whose beneficiaries
are members of the Participant's immediate family, provided, however, that such transfer is being made
for estate and/or tax planning purposes without consideration being received therefor, (iii) upon prior notice to the Company, for transfers to a former spouse incident to a divorce or
(iv) for such other transfers as the Board may approve, subject to any conditions and limitations that it may, in its sole discretion, impose. 


Section 6.3    Stockholder Rights.  


        No grant of an Award under the Plan shall entitle a Participant, a Participant's estate or a permitted transferee to any rights of a holder of shares of
Class B Common Stock, except upon the delivery of share certificates to a Participant, the Participant's estate or the permitted transferee upon settlement of an Award. 


Section 6.4    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 stocks whose rights are superior to or affect the shares of Class B Common Stock or the rights thereof or which are convertible into
or exchangeable for shares of 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 6.5    Headings.  


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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 6.6    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 VII



AMENDMENT AND TERMINATION  


        The Board may at any time and from time to time alter, amend, suspend or terminate the Plan in whole or in part, including, without limitation, amend the
provisions for determining the amount of Director RSUs to be issued to an Outside Director, provided, however, that any amendment which under the
requirements of applicable law or under the rules of the New York Stock Exchange or other principal stock exchange on which the shares of Class B Common Stock are then listed must be approved
by the stockholders of the Company shall not be effective unless and until such stockholder approval has been obtained in compliance with such law or rule; and no alteration, amendment, suspension or
termination of the Plan that would adversely affect a Participant's rights under the Plan with respect to any Award made prior to such action shall be effective as to such Participant unless he or she
consents thereto, provided, however, that no such consent shall be required if the Board determines in
its sole discretion that any such alteration, amendment, suspension or termination is necessary or advisable to comply with any law, regulation, ruling, judicial decision or accounting standards or to
ensure that Director RSUs or Dividend Equivalents are not subject to federal, state or local income tax prior to settlement. 


ARTICLE VIII



EFFECTIVE DATE  


        The Effective Date of the Plan is [date of the separation] and stockholder approval of the Plan was obtained prior to that date. Unless
earlier terminated in accordance with Article VII above, the Plan shall terminate on the fifth anniversary of the Effective Date, and no further Awards may be granted hereunder after such date. 


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