EXHIBIT 10.3
VIACOM INC.
2006 LONG-TERM MANAGEMENT INCENTIVE PLAN
PERFORMANCE-BASED RESTRICTED SHARE UNITS
WITH TIME VESTING CERTIFICATE
NAME:
NUMBER OF
RESTRICTED SHARE UNITS:
DATE OF GRANT:
VIACOM INC.
This certifies that Viacom Inc., a Delaware corporation (the "Company"), has
granted to the employee named above (the "Participant"), on the date indicated
above (the "Date of Grant"), the number of performance-based restricted share
units with time vesting (the "Restricted Share Units") indicated above under the
Company's 2006 Long-Term Management Incentive Plan, as amended from time to time
(the "Plan"), all on terms and conditions attached hereto as part hereof (the
"Terms and Conditions").
JoAnne Adams Griffith
Executive Vice President,
Human Resources
Viacom Inc.
2006 Long-Term Management Incentive Plan
Terms and Conditions to the Performance-Based Restricted Share Units Certificate
with Time Vesting
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 CERTIFICATE FOR THE [INSERT DATE OF
GRANT] GRANT OF RESTRICTED SHARE UNITS PROVIDED SIMULTANEOUSLY ON-LINE OR
ATTACHED HERETO (THE "RESTRICTED SHARE UNITS CERTIFICATE") AND THE TERMS AND
CONDITIONS CONTAINED HEREIN (COLLECTIVELY, THE "CERTIFICATE") AND (B) THE PLAN,
THE TERMS OF WHICH ARE HEREBY INCORPORATED BY REFERENCE.
A COPY OF THE PLAN IS
BEING PROVIDED SIMULTANEOUSLY ON-LINE OR ATTACHED HERETO.
CAPITALIZED TERMS
THAT ARE NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS ASSIGNED TO THEM IN THE
RESTRICTED SHARE UNITS CERTIFICATE OR THE PLAN.
EACH RESTRICTED SHARE UNIT
SHALL ENTITLE THE PARTICIPANT TO RECEIVE ONE SHARE OF CLASS B COMMON STOCK,
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE CERTIFICATE AND THE PLAN.
SECTION 1.2
TERMS OF RESTRICTED SHARE UNITS.
(A)
VESTING.
SUBJECT TO THE OTHER TERMS AND CONDITIONS CONTAINED IN
THE CERTIFICATE AND IN THE PLAN AND SUBJECT TO THE COMMITTEE CERTIFYING THAT THE
PERFORMANCE GOAL (THE "PERFORMANCE GOAL") DESCRIBED BELOW ESTABLISHED BY THE
COMMITTEE FOR THE [INSERT DATE OF PERIOD] (THE "PERFORMANCE PERIOD") HAS BEEN
ACHIEVED, THE RESTRICTED SHARE UNITS SHALL VEST IN FOUR EQUAL ANNUAL
INSTALLMENTS AS FOLLOWS: (I) THE FIRST INSTALLMENT SHALL VEST ON THE LATER OF
THE DATE ON WHICH THE COMMITTEE SO CERTIFIES THAT THE PERFORMANCE GOAL HAS BEEN
ACHIEVED AND THE FIRST ANNIVERSARY OF THE DATE OF GRANT; AND (II) THE SECOND,
THIRD AND FOURTH INSTALLMENTS SHALL VEST, RESPECTIVELY, ON THE SECOND, THIRD,
AND FOURTH ANNIVERSARIES OF THE DATE OF GRANT.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS SECTION 1.2(D), IN THE EVENT THAT THE COMMITTEE DETERMINES THAT
THE PERFORMANCE GOAL ESTABLISHED FOR THE RESTRICTED SHARE UNITS FOR THE
PERFORMANCE PERIOD HAS NOT BEEN ACHIEVED, THE RESTRICTED SHARE UNITS WILL NOT
VEST, AND WILL BE IMMEDIATELY CANCELLED IN THEIR ENTIRETY AND THE PARTICIPANT'S
RIGHTS WITH RESPECT TO SUCH RESTRICTED SHARE UNITS WILL CEASE.
THE PERFORMANCE
GOAL FOR THE PERFORMANCE PERIOD IS [INSERT DESCRIPTION OF PERFORMANCE GOAL].
(B)
SETTLEMENT.
ON THE DATE EACH PORTION OF THE RESTRICTED