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Exhibit 10.2  


 
 

2006 LTMIP AWARD
  WITH PERFORMANCE CONDITIONS
  CONFIRMATION SHEET    
    


Name:  





Congratulations!
On May 24, 2006, you were granted an award under the Viacom Inc. 2006 Long-Term Management Incentive Plan (the "LTMIP"). 



Your
award consists of a combination of stock options and restricted share units ("RSUs"). The number of shares of Viacom Inc. Class B common stock, par value $0.001 ("Class B
Common Stock"), subject to your award is specified below: 



	Stock Option Award

Number of Shares	 	RSU Award

Number of shares
	 	 	 
	 	 	 





The
stock options granted to you under this award vest in four equal installments of 25% on each of May 24, 2007, May 24, 2008, May 24, 2009 and May 24, 2010 (i.e., the
first, second, third and fourth anniversary of the date the award was granted to you). 


The
exercise price of the stock options is $36.78 per share, the closing price of the Class B Common Stock on the New York Stock Exchange ("NYSE") on May 24, 2006 (i.e., the date the
stock options were granted to you). The stock options granted to you under this award expire on May 24, 2014. 


After
your stock options vest but before they expire, you may exercise them on any NYSE trading day, subject to the terms and conditions (including any forfeiture and early expiration provisions)
specified in the LTMIP and any other documents relating to your award, and subject to company policies that require preclearance of trading activity and, for certain individuals, trading within
specified window periods. 


The
RSUs granted under this award also vest in four equal installments of 25% on each of May 24, 2007, May 24, 2008, May 24, 2009 and May 24, 2010, provided that the
performance condition goal has been achieved. Assuming the RSUs granted to you vest, all restrictions pertaining to such RSUs will lapse and the RSUs will become payable to you in shares of
Class B Common Stock. If you leave the company for any reason before your RSUs vest, you will generally forfeit all unvested RSUs as specified in the LTMIP and other documents relating to your
award. 







 
 

Viacom Inc.
  2006 Long-Term Management Incentive Plan
  Terms and Conditions to the Stock Option Certificate  
    


 
 

ARTICLE I
  TERMS OF STOCK OPTIONS    
    


Section 1.1    Grant
of Stock Options. The Stock Options have been awarded to the Participant subject to the terms and conditions contained in
(A) the confirmation for the May 24, 2006 grant of Stock Options provided to the Participant (the "Stock Option Certificate") and the Terms and Conditions contained herein (collectively,
the "Certificate") and (B) the Plan, the terms of which are hereby incorporated by reference. A copy of the Plan is being provided simultaneously on-line or attached hereto.
Capitalized terms that are not otherwise defined herein have the meanings assigned to them in the Stock Option Certificate or the Plan. The Stock Options are not intended to be, or qualify as,
"Incentive Stock Options" within the meaning of Section 422 of the Code. 


Section 1.2    Terms
of Stock Options. 


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



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


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








        (i)    Termination
other than for Cause, or due to Retirement, Permanent Disability or Death. Except as otherwise provided in this
Section 1.2 or as otherwise determined by the Committee (including in any applicable employment agreement), in the event of the Participant's termination of employment other than a Termination
for Cause or due to the Participant's Retirement, Permanent Disability or death, the Participant's Outstanding Stock Options can be exercised in accordance with the following provisions: 



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


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


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



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




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


(ii)    Termination
for Cause. If the Participant's employment with the Company or any of its Subsidiaries ends due to a Termination for Cause then, 










unless
the Committee in its discretion determines otherwise, all Outstanding Stock Options, whether or not then vested, shall terminate effective as of the date of such termination. 


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




Section 1.3    Exercise
of Stock Options. 


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



        (b)    Payment
of Aggregate Option Price. Full payment of the aggregate Exercise Price (which shall be determined by multiplying the number of
Stock Options being exercised by the Exercise Price as set forth on the Stock Option Certificate) shall be made on or before the settlement date for the shares of Class B Common Stock issued
pursuant to the exercise of the Stock Options. Unless otherwise provided by the Company, such Exercise Price shall be paid in cash (e.g. personal bank check, certified check or official bank check).
In accordance with the rules and procedures established by the Committee for this purpose, the Stock Options may be exercised through a "cashless exercise" procedure, approved by the Committee,
involving a broker or dealer, that affords the Participant the opportunity to sell immediately some or all of the shares underlying the exercised portion of the Stock Options in order to generate
sufficient cash to pay the 








Exercise
Price of the Stock Options. In addition, if the Company so permits, the Exercise Price may be paid in whole or in part using a net share settlement procedure or through the withholding of
shares subject to the Stock Options with a value equal to the Exercise Price. In accordance with Section 4.3 hereof, the Participant shall make an arrangement acceptable to the Company to pay
to the Company an amount sufficient to satisfy the combined federal, state, local or other withholding tax obligations which arise in connection with the exercise of such Stock Options. 


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


 
 

ARTICLE II
  EFFECT OF CERTAIN CORPORATE CHANGES    
    


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


 
 

ARTICLE III
  DEFINITIONS    
    


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


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


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


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


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



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








the
Plan). 


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


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


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


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


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


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


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


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


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


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








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



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


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


        (s)    "Subsidiary"
shall mean a corporation (or a partnership or other enterprise) in which the Company owns or controls, directly or indirectly, more than 50% of the
outstanding shares of stock normally entitled to vote for the election of directors (or comparable equity participation and voting power). 



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


 
 

ARTICLE IV
  MISCELLANEOUS    
    


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


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








it
may, in its sole discretion, impose. 


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


Section 4.4    Stockholder
Rights. The grant of Stock Options under the Certificate shall not entitle the Participant or a Participant's estate or any
permitted transferee to any rights of a holder of shares of Class B Common Stock, other than when and until the Participant, the Participant's estate or the permitted transferee is registered
on the books and records of the Company as a stockholder and shares are delivered to such party upon exercise of the Stock Options. 


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


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


Section 4.7    Amendment.
The Committee shall have broad authority to amend the Certificate without approval of the Participant to the extent necessary or
desirable (i) to comply with, or take into account changes in, applicable tax laws, securities laws, accounting rules and other applicable laws, rules and regulations or (ii) to ensure
that the 








Participant
does not recognize income for federal income tax purposes with respect to any Stock Options before such Stock Options are exercised and is not subject to interest and penalties under
Section 409A with respect to any Stock Options. 


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


Section 4.9    Breach
of Covenants. In the event that the Committee makes a good faith determination that the Participant committed a material breach of
the restrictive covenants relating to non-competition, no solicitation of employees, confidential information or proprietary property in any employment or other agreement applicable to the
Participant during the one year period after termination of the Participant's employment with the Company or a Subsidiary for any reason, the Participant will be required to return any "gain" (as
defined below) realized on the Stock Options during the one year period prior to such breach or at any time after such breach occurs. In addition, if the Committee makes such determination, the
Participant's Outstanding Stock Options will be terminated. The "gain" on the Stock Options shall mean the difference between the Fair Market Value on the date of exercise and the Exercise Price. 



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


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


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









 
 

Viacom Inc.
  2006 Long-Term Management Incentive Plan
  Terms and Conditions to the Performance-Based Restricted Share Units
  with Time Vesting Certificate  
    


 
 

ARTICLE I
  TERMS OF RESTRICTED SHARE UNITS    
    


        Section 1.1    Grant of Performance-Based Restricted Share Units with Time Vesting. The Performance-Based Restricted
Share Units with Time Vesting (the "Restricted Share Units") have been awarded to the Participant subject to the terms and conditions contained in (A) the confirmation for the May 24,
2006 grant of Restricted Share Units provided to the Participant (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, subject to the Committee certifying that the
performance goal (the "Performance Goal") described below established by the Committee for the 2006 calendar year (the "Performance Period")
has been achieved. Notwithstanding anything to the contrary in this Section 1.2, in the event that the Committee determines that the Performance Goal established for the Performance Period has
not been achieved all Restricted Share Units will immediately be cancelled in their entirety and the Participant's rights with respect to such Restricted Share Units will cease. For purposes of this
Section 1.2(a), "Performance Goal" means the Company achieving at least 95% of the prescribed level of operating income before depreciation and amortization (OIBDA)
specified by the Committee for the Performance Period. 


        (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,
including, without limitation, changes to the Performance Goal for the Performance Period. Such determinations by the Committee shall be conclusive and binding on all persons for all purposes. 


2







 
 
 

ARTICLE III    
    


 
 

DEFINITIONS    
    


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


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


        (b)    "Certificate"
shall mean the Restricted Share Units Certificate, together with the Terms and Conditions contained herein. 



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


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


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


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


        (g)    "Date
of Grant" shall be the date set forth on the Restricted Share Units Certificate. 


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


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


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


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


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


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


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


3







 

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


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


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


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


        (s)    "Subsidiary"
shall mean a corporation (or a partnership or other enterprise) in which the Company owns or controls, directly or indirectly,
more than 50% of the outstanding shares of stock normally entitled to vote for the election of directors (or comparable equity participation and voting power). 



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


 
 

ARTICLE IV
  MISCELLANEOUS    
    


        Section 4.1    No
Rights to Awards or Continued Employment. Neither the Certificate, the Plan nor any action taken in accordance with such
documents shall confer upon the Participant 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 


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the
Company or any Subsidiary or interfere with or limit the right of the Company or any Subsidiary to modify the terms of or terminate the Participant's employment at any time for any reason. 



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


        Section 4.3    Taxes.
The Company or a Subsidiary, as appropriate, shall be entitled to withhold from any payment made under the Plan to the
Participant or a Participant's estate or any permitted transferee an amount sufficient to satisfy any federal, state, local and/or other tax withholding requirement. The Committee, in its discretion,
may, as a condition to the settlement of the Restricted Share Units, payment of the Dividend Equivalents or delivery of any shares of Class B Common Stock, require that an additional amount be
paid in cash equal to the amount of any federal, state, local and/or other tax withholding requirement or, alternatively, permit the Participant to satisfy such tax withholding requirement by
withholding shares of Class B Common Stock subject to the applicable Restricted Share Units and/or Dividend Equivalents. 



        Section 4.4    Stockholder
Rights. The grant of Restricted Share Units under the Certificate shall not entitle the Participant or a
Participant's estate or any permitted transferee to any rights of a holder of shares of Class B Common Stock, other than when and until the Participant, the Participant's estate or the
permitted transferee is registered on the books and records of the Company as a stockholder and shares are delivered to such party upon settlement of the Restricted Share Units or payment of the
Dividend Equivalents. Unless otherwise determined by the Committee in its discretion, no adjustment shall be made for dividends or distributions or other rights in respect of any shares of
Class B Common Stock for which the record date is prior to the date on which the Participant, a Participant's estate or any permitted transferee shall become the holder of such shares of
Class B Common Stock. 


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


        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 


5







 

before
such Restricted Share Units are settled or to be subject to interest and penalties under Section 409A, such provision of the Certificate shall be modified to maintain, to the maximum
extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A or causing such income recognition or imposition of interest or penalties.
Moreover, any discretionary authority that the Board or the Committee may have pursuant to the Certificate shall not be applicable to Restricted Share Units that are subject to Section 409A to
the extent such discretionary authority will contravene Section 409A. 


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



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



        Section 4.9    Breach
of Covenants. In the event that the Committee makes a good faith determination that the Participant committed a
material breach of the restrictive covenants relating to non-competition, no solicitation of employees, confidential information or proprietary property in any employment or other
agreement applicable to the Participant during the one year period after termination of the Participant's employment with the Company or a Subsidiary for any reason, the Participant will be required
to return the shares of Class B Common Stock received by him or her in settlement of the Restricted Share Units and the cash payment of the Dividend Equivalents or, if the shares of
Class B Common Stock received in settlement of the Restricted Share Units were sold by the Participant, return any proceeds realized on the sale of such shares of Class B Common Stock
during the one year period prior to such breach or any time after such breach occurs. 


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


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


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


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QuickLinks


2006 LTMIP AWARD WITH PERFORMANCE CONDITIONS CONFIRMATION SHEET

Viacom Inc. 2006 Long-Term Management Incentive Plan Terms and Conditions to the Stock Option Certificate

ARTICLE I TERMS OF STOCK OPTIONS

ARTICLE II EFFECT OF CERTAIN CORPORATE CHANGES

ARTICLE III DEFINITIONS

ARTICLE IV MISCELLANEOUS


Viacom Inc. 2006 Long-Term Management Incentive Plan Terms and Conditions to the Performance-Based Restricted Share Units with Time Vesting Certificate

ARTICLE I TERMS OF RESTRICTED SHARE UNITS

ARTICLE II EFFECT OF CERTAIN CORPORATE CHANGES

ARTICLE III

DEFINITIONS

ARTICLE IV MISCELLANEOUS