to the Restricted Share
Units, as it deems appropriate. The Committee may, in its sole discretion, also
make such other adjustments as it deems appropriate in order to preserve the
benefits or potential benefits intended to be made available hereunder. Such
determinations by the Committee shall be conclusive and binding on all persons
for all purposes.
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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.
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(N)
"PLAN" SHALL MEAN THE VIACOM INC. 2006 LONG-TERM MANAGEMENT
INCENTIVE PLAN, AS AMENDED FROM TIME TO TIME.
(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