Exhibit 10.1
Viacom Inc.
2004 Long-Term Management Incentive Plan
Performance-Based Restricted Share Units Certificate
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NAME:
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NUMBER OF
RESTRICTED SHARE UNITS:
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DATE OF GRANT:
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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 (the
"Restricted Share Units"), indicated above, under the
Company's 2004 Long-Term Management Incentive Plan,
as amended from time to time (the "Plan"), all on the
terms and conditions to this restricted share units
certificate attached hereto as part hereof (the
"Terms and Conditions").
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William A. Roskin
Executive Vice President,
Human Resources and
Development
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Viacom Inc.
2004 Long-Term Management Incentive Plan
Terms and Conditions to the
Performance-Based Restricted Share Units Certificate
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ARTICLE I
TERMS OF RESTRICTED SHARE UNITS
Section 1.1 Grant of Performance-Based Restricted Share Units.
The
Performance-Based Restricted Share Units
(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, the Restricted
Share Units shall vest and become
non-forfeitable upon certification by the
Committee that the performance goal
described below (the "Performance Goal")
established by the Committee for the
[Insert Date of Period] (the "Performance
Period") has been achieved. If 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 Shares will cease.
The Performance Goal for the Performance
Period is [Insert Description of
Performance Goal], subject to adjustment
pursuant to Section 2.2 hereof.
(b) Settlement. On the date the Restricted Share Units vest,
all
restrictions contained in the Certificate
and in the Plan shall lapse as to the
Restricted Share Units and the 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 or issuance of one
or more stock certificates.
Settlement of vested Restricted Share Units
shall be made as soon as practicable
after the vesting date. If stock
certificates are issued, such certificates
shall be delivered to the Participant or
such certificates shall be credited to
a brokerage account if the Participant so
directs; provided, however, that such
certificates 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
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respect to the amount of the Dividend
Equivalents credited to the Participant's
account. The Dividend Equivalents that have
been credited to the Participant's
account shall be paid in shares of Class B
Common Stock when the Restricted
Share Units are settled. Payment of
Dividend Equivalents that have been credited
to the Participant's account will not be
made with respect to any Restricted
Share Units that do not vest and are
cancelled. If the Participant is permitted
to defer settlement of the Restricted Share
Units, the Dividend Equivalents
credited to the Participant's account with
respect to such Restricted Share
Units shall be converted, on the date on
which the Restricted Share Units vest
and on each anniversary thereof until the
Restricted Share Units are settled,
into additional whole and/or fractional
Restricted Share Units, based on the
Fair Market Value of the Class B Common
Stock on the vesting date and such
additional Restricted Shares Units shall be
deferred subject to the same terms
and conditions as the Restricted Share
Units to which the Dividend Equivalents
originally related. Additionally, during
the period in which settlement of the
Restricted Share Units are deferred, such
Restricted Shares Units shall earn
additional Dividend Equivalents. Such
additional Dividend Equivalents shall be
converted into additional whole and/or
fractional Restricted Share Units, based
on the Fair Market Value of the Class B
Common Stock on each anniversary of the
vesting date of such Restricted Share
Units. The Dividend Equivalents shall be
settled at the same time and in the same
manner as the original underlying
Restricted Share Units.
(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, certificates representing
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
ADJUSTMENT OF AWARDS
Section 2.1 Effect of Certain Corporate Changes. In the event of
a
merger, consolidation, stock split, reverse
stock split, dividend, distribution,
combination, reclassification,
reorganization, sp
