Exhibit 10.2
Viacom Inc.
2004 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 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").
------------------------------
William A. Roskin
Executive Vice President,
Human Resources and
Development
<PAGE>
Viacom Inc.
2004 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],
subject to adjustment pursuant to Section
2.2 hereof.
(b) Settlement. On the date each portion of the Restricted Share
Units
vest, all restrictions contained in the
Certificate and in the Plan shall lapse
as to that portion of the Restricted Share
Units and that portion of the vested
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 dates. 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
<PAGE>
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 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
Subsidiar
