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
5
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