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
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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 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
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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.