{"id":38395,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2000-long-term-management-incentive-plan-viacom-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-long-term-management-incentive-plan-viacom-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-long-term-management-incentive-plan-viacom-inc.html","title":{"rendered":"2000 Long-Term Management Incentive Plan &#8211; Viacom Inc."},"content":{"rendered":"<pre>                                  Viacom Inc.\n                   2000 Long-Term Management Incentive Plan\n              (As Amended and Restated through January 31, 2001)\n\n                                   ARTICLE I\n\nGeneral\n\nSection 1.1 Purpose.\n\nThe purpose of the Viacom Inc. 2000 Long-Term Management Incentive Plan (the\n\"Plan\") is to benefit and advance the interests of Viacom Inc., a Delaware\ncorporation (the \"Company\"), and its subsidiaries by rewarding certain key\nemployees of the Company and its subsidiaries for their contributions to the\nfinancial success of the Company and thereby motivate them to continue to make\nsuch contributions in the future.\n\nSection 1.2 Definitions.\n\nAs used in the Plan, the following terms shall have the following meanings:\n\n(a) \"Agreement\" shall mean the written agreement or certificate governing a\nGrant under the Plan, which shall contain terms and conditions not inconsistent\nwith the Plan and which shall incorporate the Plan by reference.\n\n(b) \"Appreciation Value\" shall mean the excess, if any, of the Value of a\nPhantom Share on the applicable Valuation Date or date of termination of\nemployment or of the Participant's death, Retirement or Permanent Disability (as\ndescribed in Section 5.5(a) hereof), as the case may be, over the Initial Value\nof such Phantom Share.\n\n(c) \"Board\" shall mean the Board of Directors of the Company.\n\n(d) \"Class B Common Stock\" shall mean shares of Class B Common Stock, par\nvalue $0.01 per share, of the Company.\n\n(e) \"Code\" shall mean the Internal Revenue Code of 1986, as amended, including\nany successor law thereto.\n\n(f) \"Committee\" shall mean the Compensation Committee of the Board (or such\nother Committee(s) as may be appointed or designated by the Board) to administer\nthe Plan in accordance with Section 1.3 of the Plan.\n\n(g) \"Date of Grant\" shall mean the effective date of the Grant of the Stock\nOptions, Stock Appreciation Rights, Restricted Shares, Restricted Share Units\nand\/or Phantom Shares as set forth in the applicable Agreement.\n\n \n(h) \"Effective Date\" shall have the meaning set forth in Article X.\n\n(i) \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as amended,\nincluding any successor law thereto.\n\n(j) \"Fair Market Value\" of a share of Class B Common Stock on a given date\nshall be the closing price on such date on the New York Stock Exchange or other\nprincipal stock exchange on which the Class B Common Stock is then listed, as\nreported by the Fitch Group Daily Market Publications or, if there is no such\nreport or the Company no longer subscribes to such publication, the 4:00 p.m.\n(New York time) closing price as reported by The Wall Street Journal (Northeast\nedition) or any other authoritative source selected by the Company.\n\n(k) \"Grant\" shall mean a grant under the Plan which may consist of a grant of\nStock Options, Stock Appreciation Rights, Restricted Shares, Restricted Share\nUnits or Phantom Shares or a combination of any of the above.\n\n(l) \"Initial Value\" shall mean the value of a Phantom Share as specified by\nthe Committee as of the Date of Grant or the Value of a Phantom Share calculated\nas of the Date of Grant or such earlier date as the Committee may determine.\n\n(m) \"Outstanding Phantom Share\" shall mean a Phantom Share granted to a\nParticipant for which the Valuation Date has not yet occurred.\n\n(n) \"Outstanding Stock Option\" shall mean a Stock Option granted to a\nParticipant which has not yet been exercised and which has not yet expired or\nbeen terminated in accordance with its terms.\n\n(o) \"Participant\" shall mean any employee who has met the eligibility\nrequirements set forth in Section 1.4 hereof and to whom an outstanding Grant\nhas been made under the Plan.\n\n(p) \"Permanent Disability\" shall have the same meaning as such term or a\nsimilar term has in the long-term disability policy maintained by the Company or\na subsidiary thereof for the Participant and that is in effect on the date of\nthe onset of the Participant's Permanent Disability, unless the Committee\ndetermines otherwise, in its discretion, and sets forth an alternative\ndefinition in the applicable Agreement; provided, however, with respect to\ngrants of Incentive Stock Options, permanent disability shall have the meaning\ngiven it under the rules governing Incentive Stock Options under the Code.\n\n(q) \"Phantom Share\" shall mean a contractual right granted to a Participant\npursuant to Article V to receive an amount equal to the Appreciation Value at\nsuch time, and subject to such terms and conditions, as are set forth in the\nPlan and the applicable Agreement.\n\n                                       2\n\n \n  (r) \"Restricted Share\" shall mean a share of Class B Common Stock granted to a\nParticipant pursuant to Article III, which is subject to the restrictions set\nforth in Section 3.3 hereof and to such other terms, conditions and restrictions\nas are set forth in the Plan and the applicable Agreement.\n\n  (s) \"Restricted Share Unit\" shall mean a contractual right granted to a\nParticipant pursuant to Article IV to receive either Class B Common Stock, a\ncash payment equal to the Fair Market Value of such Class B Common Stock or a\ncombination of Class B Common Stock and cash, subject to the terms and\nconditions as are set forth in the Plan and in the applicable Agreement.\n\n  (t) \"Retirement\" shall mean the resignation or termination of employment after\nattainment of an age and years of service required for payment of an immediate\npension pursuant to the terms of any qualified defined benefit retirement plan\nmaintained by the Company or a subsidiary in which the Participant participates;\nprovided, however, that no resignation or termination prior to a Participant's\n60th birthday shall be deemed a retirement unless the Committee so determines in\nits sole discretion.\n\n  (u) \"Rule 16b-3\" shall mean Rule 16b-3 promulgated under the Exchange Act, as\namended from time to time, or any successor provision.\n\n  (v) \"Section 162(m)\" shall mean Section 162(m) of the Code and the regulations\npromulgated thereunder from time to time.\n\n  (w) \"Section 162(m) Exception\" shall mean the exception under Section 162(m)\nfor \"qualified performance-based compensation.\"\n\n  (x) \"Stock Appreciation Right\" shall mean a contractual right granted to a\nParticipant pursuant to Article II to receive an amount determined in accordance\nwith Section 2.5 of the Plan.\n\n  (y) \"Stock Option\" shall mean a contractual right granted to a Participant\npursuant to Article II to purchase shares of Class B Common Stock at such time\nand price, and subject to such other terms and conditions, as are set forth in\nthe Plan and the applicable Agreement. Stock Options may be \"Incentive Stock\nOptions\" within the meaning of Section 422 of the Code or \"Non-Qualified Stock\nOptions\" which do not meet the requirements of such Code section.\n\n  (z) \"Termination for Cause\" shall mean a termination of employment with the\nCompany or any of its subsidiaries which, as determined by the Committee, is by\nreason of (i) \"cause\" as such term or a similar term is defined in any\nemployment agreement applicable to the Participant, or (ii) if there is no such\nemployment agreement or if such employment agreement contains no such term, the\nParticipant's: (A) dishonesty; (B) conviction of embezzlement, fraud or other\nconduct which would constitute a felony; (C) willful unauthorized disclosure of\nconfidential information; (D) failure, neglect of or refusal to substantially\nperform the duties of the Participant's employment; or (E) any \n\n                                       3\n\n \nother act or omission which is a material breach of the Company's policies\nregarding employment practices or the applicable federal, state and local laws\nprohibiting discrimination or which is materially injurious to the financial\ncondition or business reputation of the Company or any subsidiary thereof.\n\n  (aa) \"Valuation Date\" shall mean the date on which the Appreciation Value of a\nPhantom Share shall be measured and fixed in accordance with Section 5.2(a)\nhereof.\n\n  (bb) The \"Value\" of a Phantom Share shall be determined by reference to the\n\"average Fair Market Value\" of a share of Class B Common Stock. The \"average\nFair Market Value\" on a given date of a share of Class B Common Stock shall be\ndetermined over the 30-day period ending on such date or such other period as\nthe Committee may decide shall be applicable to a Grant of Phantom Shares,\ndetermined by dividing (i) by (ii), where (i) shall equal the sum of the Fair\nMarket Values on each day that the Class B Common Stock was traded and a closing\nprice was reported during such period, and (ii) shall equal the number of days,\nas determined by the Committee for the purposes of determining the average Fair\nMarket Value for such Phantom Shares, on which the Class B Common Stock was\ntraded and a closing price was reported during such period.\n\n  (cc) To \"vest\" a Stock Option, Stock Appreciation Right, Restricted Share,\nRestricted Share Unit or Phantom Share held by a Participant shall mean, with\nrespect to a Stock Option or Stock Appreciation Right, to render such Stock\nOption or Stock Appreciation Right exercisable, subject to the terms of the Plan\nor the Agreement, and, in the case of a Restricted Share, Restricted Share Unit\nor Phantom Share, to render such Restricted Share, Restricted Share Unit or\nPhantom Share nonforfeitable, except where, with respect to Stock Options, Stock\nAppreciation Rights and Phantom Shares, a Participant's employment ends because\nof a Termination for Cause.\n\nSection 1.3 Administration of the Plan.\n\n  The Plan shall be administered by the Board or by a Committee appointed by the\nBoard, consisting of at least two members of the Board; provided that (i) with\nrespect to any Grant that is intended to satisfy the requirements of Rule 16b-3,\nsuch Committee shall consist of at least such number of directors as is required\nfrom time to time by Rule 16b-3, and each such Committee member shall satisfy\nthe qualification requirements of such rule; and (ii) with respect to any Grant\nthat is also intended to satisfy the requirements of the Section 162(m)\nException, such Committee shall consist of at least such number of directors as\nis required from time to time to satisfy the Section 162(m) Exception, and each\nsuch Committee member shall satisfy the qualification requirements of such\nexception. The Committee shall adopt such rules as it may deem appropriate in\norder to carry out the purpose of the Plan. All questions of interpretation,\nadministration and application of the Plan shall be determined by a majority of\nthe members of the Committee then in office, except that the Committee may\nauthorize any one or more of its members, or any officer of the Company, to\nexecute and deliver documents on behalf of the Committee. The determination of\nsuch majority shall be final and binding as to all matters relating to the Plan.\nThe Committee shall have authority to select Participants \n\n                                       4\n\n \nfrom among the class of eligible persons specified in Section 1.4 below and to\ndetermine the number of Stock Options, Stock Appreciation Rights, Restricted\nShares, Restricted Share Units or Phantom Shares (or combination thereof) to be\ngranted to each Participant. The Committee shall also have the authority to\namend the terms of any outstanding Grant or waive any conditions or restrictions\napplicable to any Grant; provided, however, that no amendment shall impair the\nrights of the holder thereof.\n\n  With respect to any restrictions in the Plan or in any Agreement that are\nbased on the requirements of Rule 16b-3, Section 422 of the Code, the Section\n162(m) Exception, the rules of any exchange upon which the Company's securities\nare listed, or any other applicable law, rule or restriction to the extent that\nany such restrictions are no longer required, the Committee shall have the sole\ndiscretion and authority to make Grants that are not subject to such\nrestrictions and\/or to waive any such restrictions with respect to outstanding\nGrants.\n\nSection 1.4 Eligible Persons.\n\n  Grants may be awarded to any employee of the Company or any of its\nsubsidiaries selected by the Committee.\n\nSection 1.5 Class B Common Stock Subject to the Plan.\n\n  The total aggregate number of shares of Class B Common Stock that may be\ndistributed under the Plan (whether reserved for issuance upon grant of Stock\nOptions or Stock Appreciation Rights or granted as Restricted Shares or\nRestricted Share Units) shall be 100 million, subject to adjustment pursuant to\nArticle VI hereof. The shares of Class B Common Stock shall be made available\nfrom authorized but unissued Class B Common Stock or from Class B Common Stock\nissued and held in the treasury of the Company. The delivery of shares of Class\nB Common Stock upon exercise of a Stock Option or Stock Appreciation Right in\nany manner and the vesting of Restricted Shares or Restricted Share Units shall\nresult in a decrease in the number of shares which thereafter may be issued for\npurposes of this Section 1.5, by the number of shares as to which the Stock\nOption or Stock Appreciation Right is exercised or by the number of Restricted\nShares or Restricted Share Units which vest. To the extent permitted by law or\nthe rules and regulations of any stock exchange on which the Class B Common\nStock is listed, shares of Class B Common Stock with respect to which Stock\nOptions and Stock Appreciation Rights expire, are canceled without being\nexercised or are otherwise terminated or, in the case of Stock Appreciation\nRights or Restricted Share Units, are exercised for cash, may be regranted under\nthe Plan. Restricted Shares or Restricted Share Units that are forfeited for any\nreason shall not be deemed granted for purposes of this Section 1.5 and may\nthereafter be regranted under the Plan.\n\nSection 1.6 Limit on Grants to Participants.\n\n  The maximum aggregate number of (i) shares of Class B Common Stock that may be\ngranted under the Plan (whether reserved for issuance upon grant of Stock\nOptions or \n\n                                       5\n\n \nStock Appreciation Rights or granted as Restricted Shares or Restricted Share\nUnits) and (ii) Phantom Shares or Restricted Share Units that may be granted\nunder the Plan to any Participant during the five-year period starting on the\nEffective Date of the Plan is 20 million, subject to adjustment pursuant to\nArticle VI hereof.\n\nSection 1.7 Agreements.\n\n  Each Agreement (i) shall state the Date of Grant and the name of the\nParticipant, (ii) shall specify the terms of the Grant, (iii) shall be signed by\na person designated by the Committee and, if so required by the Committee, by\nthe Participant, (iv) shall incorporate the Plan by reference and (v) shall be\ndelivered to the Participant. The Agreement shall contain such other terms and\nconditions as are required by the Plan and, in addition, such other terms not\ninconsistent with the Plan as the Committee may deem advisable. The Committee\nshall have the authority to require that any Agreement relating to a Grant in a\njurisdiction outside of the United States contain such terms as are required by\nlocal law in order to constitute a valid grant under the laws of such\njurisdiction. Such authority shall be notwithstanding the fact that the\nrequirements of the local jurisdiction may be more restrictive than the terms\nset forth in the Plan.\n\n\n                                  ARTICLE II\n\nProvisions Applicable to Stock Options\n\nSection 2.1 Grants of Stock Options.\n\n  The Committee may from time to time grant to eligible employees Stock Options\non the terms and conditions set forth in the Plan and on such other terms and\nconditions as are not inconsistent with the purposes and provisions of the Plan,\nas the Committee, in its discretion, may from time to time determine, and\nsubject to satisfaction of any performance goal requirements established by the\nCommittee. Each Agreement covering a Grant of Stock Options shall specify the\nnumber of Stock Options granted, the Date of Grant, the exercise price of such\nStock Options, whether such Stock Options are Incentive Stock Options or Non-\nQualified Stock Options, the period during which such Stock Options may be\nexercised and any vesting schedule, including any applicable performance goal\nrequirements. Any Stock Option intended to qualify as an Incentive Stock Option\nthat fails to so qualify will be deemed a Non-Qualified Stock Option.\n\nSection 2.2 Exercise Price.\n\n  The Committee shall establish the per share exercise price at the time any\nStock Option is granted at such amount as the Committee shall determine;\nprovided that, with respect to any Incentive Stock Option or any Stock Option\nintended to qualify for the Section 162(m) Exception, such exercise price shall\nnot be less than 100% of the Fair Market Value of a share of Class B Common\nStock on the Date of Grant; and provided further that, with respect to any\nIncentive Stock Option that is granted to a person holding \n\n                                       6\n\n \nmore than 10% of the combined voting power of all of the Class B Common Stock of\nthe Company, such exercise price shall not be less than 110% of the Fair Market\nValue of a share of Class B Common Stock on the Date of Grant. The exercise\nprice will be subject to adjustment in accordance with the provisions of Article\nVI of the Plan.\n\nSection 2.3 Exercise of Stock Options.\n\n  (a) Exercisability.   Stock Options shall be exercisable only to the extent\nthe Participant is vested therein, subject to any restrictions that the\nCommittee shall determine and specify in the applicable Agreement (or any\nemployment agreement applicable to the Participant). A Participant shall vest in\nStock Options over such time and in such increments as the Committee shall\ndetermine and specify in a vesting schedule set forth in the applicable\nAgreement (or any employment agreement applicable to the Participant). The\nCommittee may, however, in its sole discretion, accelerate the time at which a\nParticipant vests in his Stock Options.\n\n  (b) Option Period.   For each Stock Option granted, the Committee shall\nspecify the period during which the Stock Option may be exercised; provided,\nhowever, that anything in the Plan or in the applicable Agreement to the\ncontrary notwithstanding:\n\n     (i) Latest Exercise Date.   No Stock Option granted under the Plan shall be\n  exercisable after the tenth anniversary of the Date of Grant thereof.\n\n     (ii) Registration Restrictions.   A Stock Option shall not be exercisable,\n  no transfer of shares of Class B Common Stock shall be made to any\n  Participant, and any attempt to exercise a Stock Option or to transfer any\n  such shares shall be void and of no effect, unless and until (A) a\n  registration statement under the Securities Act of 1933, as amended, has been\n  duly filed and declared effective pertaining to the shares of Class B Common\n  Stock subject to such Stock Option, and the shares of Class B Common Stock\n  subject to such Stock Option have been duly qualified under applicable federal\n  or state securities or blue sky laws or (B) the Committee, in its sole\n  discretion, determines, or the Participant, upon the request of the Committee,\n  provides an opinion of counsel satisfactory to the Committee, that such\n  registration or qualification is not required as a result of the availability\n  of an exemption from registration or qualification under such laws. Without\n  limiting the foregoing, if at any time the Committee shall determine, in its\n  sole discretion, that the listing, registration or qualification of the shares\n  of Class B Common Stock subject to such Stock Option is required under any\n  federal or state law or on any securities exchange or the consent or approval\n  of any governmental regulatory body is necessary or desirable as a condition\n  of, or in connection with, delivery or purchase of such shares pursuant to the\n  exercise of a Stock Option, such Stock Option shall not be exercised in whole\n  or in part unless and until such listing, registration, qualification, consent\n  or approval shall have been effected or obtained free of any conditions not\n  acceptable to the Committee.\n\n                                       7\n\n \n   (c) Exercise in the Event of Termination of Employment, Retirement, Death or\nPermanent Disability.\n\n     (i) Termination other than for Cause, or due to Retirement, Death or\n  Permanent Disability.   Except as otherwise provided in this Section 2.3, in\n  the event that (A) the Participant ceases to be an employee of the Company or\n  any of its subsidiaries by reason of the voluntary termination by the\n  Participant or the termination by the Company or any of its subsidiaries other\n  than for Cause, his Outstanding Stock Options may be exercised to the extent\n  then exercisable until the earlier of six months after the date of such\n  termination (or such longer period as may be determined by the Committee, in\n  its discretion) or the expiration of such Stock Options, (B) the Participant\n  ceases to be an employee of the Company or any of its subsidiaries by reason\n  of the Participant's Retirement, the Participant may exercise (x) his\n  Outstanding Stock Options granted prior to January 31, 2001 to the extent\n  exercisable on the date of Retirement until the earlier of the second\n  anniversary of such date (or such longer period as may be determined by the\n  Committee, in its discretion) or the expiration of such Stock Options, and (y)\n  his Outstanding Stock Options granted on January 31, 2001 or thereafter to the\n  extent exercisable on the date of Retirement until the earlier of the third\n  anniversary of such date (or such longer period as may be determined by the\n  Committee, in its discretion) or the expiration of such Stock Options, (C) a\n  Participant dies during a period during which his Stock Options could have\n  been exercised by him, (x) his Outstanding Stock Options granted prior to\n  January 31, 2001 may be exercised to the extent exercisable at the date of\n  death by the person who acquired the right to exercise such Stock Options by\n  will or the laws of descent and distribution or permitted transfer until the\n  earlier of the first anniversary of the date of death (or such longer period\n  as may be determined by the Committee, in its discretion, prior to the\n  expiration of such one-year period) or the expiration of such Stock Options,\n  and (y) his Outstanding Stock Options granted on January 31, 2001 or\n  thereafter may be exercised to the extent exercisable at the date of death by\n  the person who acquired the right to exercise such Stock Options by will or\n  the laws of descent and distribution or permitted transfer until the earlier\n  of the second anniversary of the date of death (or such longer period as may\n  be determined by the Committee, in its discretion) or the expiration of such\n  Stock Options, and (D) the Permanent Disability of the Participant occurs, (x)\n  his Outstanding Stock Options granted prior to January 31, 2001 may be\n  exercised to the extent exercisable upon the date of the onset of such\n  Permanent Disability until the earlier of the first anniversary of such date\n  (or such longer period not in excess of the second anniversary of such date as\n  may be determined by the Committee, in its discretion) or the expiration of\n  such Stock Options, and (y) his Outstanding Stock Options granted on January\n  31, 2001 or thereafter may be exercised to the extent exercisable upon the\n  date of the onset of such Permanent Disability until the earlier of the third\n  anniversary of such date (or such longer period as may be determined by the\n  Committee, in its discretion) or the expiration of such Stock Options.  Upon\n  the occurrence of an event described in clauses (A), (B), (C) or (D) of this\n  Section 2.3(c)(i), all rights with respect to Stock Options that are not\n  vested as of such event will be relinquished.\n\n                                       8\n\n \n     (ii) Termination for Cause.   If a Participant's employment with the\n  Company or any of its subsidiaries ends due to a Termination for Cause then,\n  unless the Committee in its discretion determines otherwise, all Outstanding\n  Stock Options, whether or not then vested, shall terminate effective as of the\n  date of such termination.\n\n     (iii) Maximum Exercise Period.   Anything in this Section 2.3(c) to the\n  contrary notwithstanding, no Stock Option shall be exercisable after the\n  earlier to occur of (A) the expiration of the option period set forth in the\n  applicable Agreement or (B) the tenth anniversary of the Date of Grant\n  thereof.\n\n     (iv) Minimum Exercise Period.   With respect to a termination described in\n  Section 2.3(c)(i)(A) only, the Committee may establish a shorter exercise\n  period for Incentive Stock Options of not less than three months following the\n  date of termination.\n\n     (v) Exercise Periods following Termination of Employment.   For the\n  purposes of determining the dates on which Stock Options may be exercised\n  following a termination of employment or Retirement, death or Permanent\n  Disability, the day following the date of termination of employment or\n  Retirement, death or Permanent Disability shall be the first day of the\n  exercise period and the Stock Options may be exercised up to and including the\n  last business day falling within the exercise period. Thus, if the last day of\n  the exercise period is not a business day, then the last date the Stock\n  Options may be exercised is the last business day preceding the end of the\n  exercise period.\n\nSection 2.4 Payment of Purchase Price Upon Exercise.\n\n  Every share purchased through the exercise of a Stock Option shall be paid for\nin full at the time of exercise in cash or, in the discretion of the Committee,\nin shares of Class B Common Stock (provided that such shares of Class B Common\nStock have been held for at least six months by the Participant) or other\nsecurities of the Company designated by the Committee, in a combination of cash,\nshares or such other securities or in any other form of valid consideration that\nis acceptable to the Committee in its sole discretion.\n\nSection 2.5 Stock Appreciation Rights.\n\n  The Committee may grant Stock Appreciation Rights only in tandem with a Stock\nOption, either at the time of Grant or by amendment at any time prior to the\nexercise, expiration or termination of such Stock Option. Each Stock\nAppreciation Right shall be subject to the same terms and conditions as the\nrelated Stock Option and shall be exercisable only at such times and to such\nextent as the related Stock Option is exercisable. A Stock Appreciation Right\nshall entitle the holder to surrender to the Company the related Stock Option\nunexercised and receive from the Company in exchange therefor an amount equal to\nthe excess of the Fair Market Value of the shares of \n\n                                       9\n\n \nClass B Common Stock subject to such Stock Option, determined as of the day\npreceding the surrender of such Stock Option, over the Stock Option aggregate\nexercise price. Such amount shall be paid in cash or, in the discretion of the\nCommittee, in shares of Class B Common Stock or other securities of the Company\ndesignated by the Committee or in a combination of cash, shares or such other\nsecurities.\n\n\n                                  ARTICLE III\n\nProvisions Applicable to Restricted Shares\n\nSection 3.1 Grants of Restricted Shares.\n\n  The Committee may from time to time grant to eligible employees Restricted\nShares on the terms and conditions set forth in the Plan and on such other terms\nand conditions as are not inconsistent with the purposes and provisions of the\nPlan, as the Committee, in its discretion, may from time to time determine. Each\nAgreement covering a Grant of Restricted Shares shall specify the number of\nRestricted Shares granted, the Date of Grant, the price, if any, to be paid by\nthe Participant for such Restricted Shares and the vesting schedule (as provided\nfor in Section 3.2 hereof) for such Restricted Shares, including any applicable\nperformance goal requirements.\n\nSection 3.2 Vesting.\n\n  The Committee shall establish the vesting schedule applicable to Restricted\nShares granted hereunder, which vesting schedule shall specify the period of\ntime, the increments in which a Participant shall vest in the Grant of\nRestricted Shares and any applicable performance goal requirements, subject to\nany restrictions that the Committee shall determine and specify in the\napplicable Agreement.\n\nSection 3.3 Rights and Restrictions Governing Restricted Shares.\n\n  As of the Date of Grant of Restricted Shares, one or more certificates\nrepresenting the appropriate number of shares of Class B Common Stock granted to\na Participant shall be registered in his name but shall be held by the Company\nfor the account of the Participant. The Participant shall have all rights of a\nholder as to such shares of Class B Common Stock (including, to the extent\napplicable, the right to receive dividends and to vote), subject to the\nfollowing restrictions: (a) the Participant shall not be entitled to delivery of\ncertificates representing such shares of Class B Common Stock until such shares\nhave vested; (b) none of the Restricted Shares may be sold, transferred,\nassigned, pledged or otherwise encumbered or disposed of until such shares have\nvested; and (c) except as otherwise provided in Section 3.6 below, all unvested\nRestricted Shares shall be immediately forfeited upon a Participant's\ntermination of employment with the Company or any subsidiary for any reason or\nthe Participant's death, Retirement or Permanent Disability.\n\n                                       10\n\n \nSection 3.4 Adjustment with Respect to Restricted Shares.\n\n  Any other provision of the Plan to the contrary notwithstanding, the Committee\nmay, in its discretion, at any time accelerate the date or dates on which\nRestricted Shares vest. The Committee may, in its sole discretion, remove any\nand all restrictions on such Restricted Shares whenever it may determine that,\nby reason of changes in applicable law, the rules of any stock exchange on which\nthe Class B Common Stock is listed or other changes in circumstances arising\nafter the Date of Grant, such action is appropriate.\n\nSection 3.5 Delivery of Restricted Shares.\n\n  On the date on which Restricted Shares vest, all restrictions contained in the\nAgreement covering such Restricted Shares and in the Plan shall lapse as to such\nRestricted Shares. One or more stock certificates for the appropriate number of\nshares of Class B Common Stock, free of the restrictions set forth in the Plan\nand applicable Agreement, shall be delivered to the Participant or such shares\nshall be credited to a brokerage account if the Participant so directs;\nprovided, however, that such certificates shall bear such legends as the\nCommittee, in its sole discretion, may determine to be necessary or advisable in\norder to comply with applicable federal or state securities laws.\n\nSection 3.6 Termination of Employment, Retirement, Death or Permanent\nDisability.\n\n  In the event that (i) the Participant's employment with the Company or any of\nits subsidiaries ends by reason of voluntary termination by the Participant,\ntermination by the Company or any of its subsidiaries other than for Cause,\ntermination by the Company or any of its subsidiaries for Cause or the\nParticipant's Retirement, or (ii) the Participant's death or Permanent\nDisability occurs, prior to the date or dates on which Restricted Shares vest,\nthe Participant shall forfeit all unvested Restricted Shares as of the date of\nsuch event, unless, other than in the case of a termination by the Company or\nits subsidiaries for Cause, the Committee determines that the circumstances in\nthe particular case so warrant and provides that some or all of such\nParticipant's unvested Restricted Shares shall vest as of the date of such\nevent, in which case certificates representing such shares shall be delivered,\nin accordance with Section 3.5 above, to the Participant or in the case of the\nParticipant's death, to the person or persons who acquired the right to receive\nsuch certificates by will or the laws of descent and distribution.\n\n\n                                  ARTICLE IV\n\nProvisions Applicable to Restricted Share Units\n\nSection 4.1 Grants of Restricted Share Units.\n\n  The Committee may from time to time grant Restricted Share Units on the terms\nand conditions set forth in the Plan and on such other terms and conditions as\nare not inconsistent with the purposes and provisions of the Plan as the\nCommittee, in its \n\n                                       11\n\n \ndiscretion, may from time to time determine. Each Restricted Share Unit awarded\nto a Participant shall correspond to one share of Class B Common Stock. Each\nAgreement covering a Grant of Restricted Share Units shall specify the number of\nRestricted Share Units granted and the vesting schedule (as provided for in\nSection 4.2 hereof) for such Restricted Share Units, including any applicable\nperformance goal requirements.\n\nSection 4.2 Vesting.\n\n  The Committee shall establish the vesting schedule applicable to Restricted\nShare Units granted hereunder, which vesting schedule shall specify the period\nof time, the increments in which a Participant shall vest in the Grant of\nRestricted Share Units and any applicable performance goal requirements, subject\nto any restrictions that the Committee shall determine and specify in the\napplicable Agreement.\n\nSection 4.3 Adjustment with Respect to Restricted Share Units.\n\n  Any other provision of the Plan to the contrary notwithstanding, the Committee\nmay, in its discretion, at any time accelerate the date or dates on which\nRestricted Share Units vest.\n\nSection 4.4 Settlement of Restricted Share Units.\n\n  On the date on which Restricted Share Units vest, all restrictions contained\nin the Agreement covering such Restricted Share Units and in the Plan shall\nlapse as to such Restricted Share Units and the Restricted Share Units will be\npayable, at the discretion of the Committee, in Class B Common Stock, in cash\nequal to the Fair Market Value of the shares subject to such Restricted Share\nUnits or in a combination of Class B Common Stock and cash. In the event the\nRestricted Share Units are paid in Class B Common Stock, one or more stock\ncertificates for the appropriate number of shares of Class B Common Stock, free\nof the restrictions set forth in the Plan and applicable Agreement, shall be\ndelivered to the Participant or such shares shall be credited to a brokerage\naccount if the Participant so directs; provided, however, that such certificates\nshall bear such legends as the Committee, in its sole discretion, may determine\nto be necessary or advisable in order to comply with applicable federal or state\nsecurities laws.\n\nSection 4.5 Termination of Employment, Retirement, Death or Permanent\nDisability.\n\n  In the event that (i) the Participant's employment with the Company or any of\nits subsidiaries ends by reason of voluntary termination by the Participant,\ntermination by the Company or any of its subsidiaries other than for Cause,\ntermination by the Company or any of its subsidiaries for Cause or the\nParticipant's Retirement, or (ii) the Participant's death or Permanent\nDisability occurs prior to the date or dates on which Restricted Share Units\nvest, the Participant shall forfeit all unvested Restricted Share Units as of\nthe date of such event, unless, other than due to a Termination for Cause, the\nCommittee determines that the circumstances in the particular case so warrant\nand provides that some or all of such Participant's unvested Restricted Share\nUnits shall vest \n\n                                       12\n\n \nas of the date of such event, in which case, in the discretion of the Committee,\neither certificates representing shares of Class B Common Stock or a cash\npayment equal to the Fair Market Value of the shares of Class B Common Stock,\nshall be delivered in accordance with Section 4.4 above, to the Participant or\nin the case of the Participant's death, to the person or persons who acquired\nthe right to receive such certificates by will or the laws of descent and\ndistribution.\n\n\n                                   ARTICLE V\n\nProvisions Applicable to Phantom Shares\n\nSection 5.1 Grants of Phantom Shares.\n\n  The Committee may from time to time grant to eligible employees Phantom\nShares, the value of which is determined by reference to a share of Class B\nCommon Stock, on the terms and conditions set forth in the Plan and on such\nother terms and conditions as are not inconsistent with the purposes and\nprovisions of the Plan as the Committee, in its discretion, may from time to\ntime determine. Each Agreement covering a Grant of Phantom Shares shall specify\nthe number of Phantom Shares granted, the Initial Value of such Phantom Shares,\nthe Valuation Dates, the number of Phantom Shares whose Appreciation Value shall\nbe determined on each such Valuation Date, any applicable vesting schedule (as\nprovided for in Section 5.3 hereof) for such Phantom Shares, and any applicable\nlimitation on payment (as provided for in Section 5.4 hereof) for such Phantom\nShares.\n\nSection 5.2 Appreciation Value.\n\n  (a) Valuation Dates; Measurement of Appreciation Value.   The Committee shall\nprovide in the Agreement for one or more Valuation Dates on which the\nAppreciation Value of the Phantom Shares granted pursuant to the Agreement shall\nbe measured and fixed, and shall designate in the Agreement the number of such\nPhantom Shares whose Appreciation Value is to be calculated on each such\nValuation Date. Unless otherwise determined by the Committee, each Valuation\nDate shall be December 15 and no Valuation Date shall occur later than the year\nin which the eighth (8th) anniversary of the Date of Grant occurs.\n\n  (b) Payment of Appreciation Value.   Except as otherwise provided in Section\n5.5 hereof, and subject to the limitation contained in Section 5.4 hereof, the\nAppreciation Value of a Phantom Share shall be paid to a Participant in cash in\na lump sum as soon as practicable following the Valuation Date applicable to\nsuch Phantom Share.\n\n                                       13\n\n \nSection 5.3 Vesting.\n\n  The Committee may, in its discretion, provide in the Agreement that Phantom\nShares granted thereunder shall vest (subject to such terms and conditions as\nthe Committee may provide in the Agreement) over such period of time, from the\nDate of Grant, as may be specified in a vesting schedule contained therein.\n\nSection 5.4 Limitation on Payment.\n\n  The Committee may, in its discretion, establish and set forth in the Agreement\na maximum dollar amount payable under the Plan for each Phantom Share granted\npursuant to such Agreement.\n\nSection 5.5 Termination of Employment, Retirement, Death or Permanent\nDisability.\n\n  (a) Termination Other Than for Cause, or due to Retirement, Death or Permanent\nDisability.   Except as otherwise provided in this Section 5.5, if, before the\noccurrence of one or more Valuation Dates applicable to the Participant's\nOutstanding Phantom Shares, (i) the Participant's employment with the Company or\nany of its subsidiaries ends by reason of the voluntary termination by the\nParticipant, the termination by the Company or any of its subsidiaries other\nthan for Cause or the Participant's Retirement or (ii) the Participant's death\nor Permanent Disability occurs, then, unless the Committee, in its discretion,\ndetermines otherwise, the Appreciation Value of each Outstanding Phantom Share\nas to which the Participant's rights are vested as of the date of such event\nshall be the lesser of (x) the Appreciation Value of such Phantom Share\ncalculated as of the date of such event or (y) the Appreciation Value of such\nPhantom Share calculated as of the originally scheduled Valuation Date\napplicable thereto. Unless the Committee, in its discretion, determines\notherwise, the Appreciation Value so determined for each such vested Outstanding\nPhantom Share shall then be payable to the Participant following the originally\nscheduled Valuation Date applicable thereto in accordance with Section 5.2(b)\nhereof. Upon the occurrence of an event described in this Section 5.5(a), all\nrights with respect to Phantom Shares that are not vested as of such date will\nbe relinquished.\n\n  (b) Termination for Cause.   If a Participant's employment with the Company or\nany of its subsidiaries ends due to a Termination for Cause, then, unless the\nCommittee, in its discretion, determines otherwise, all Outstanding Phantom\nShares, whether or not vested, and any and all rights to the payment of\nAppreciation Value with respect to such Outstanding Phantom Shares shall be\nforfeited effective as of the date of such termination.\n\n                                       14\n\n \n                                  ARTICLE VI\n\nEffect of Certain Corporate Changes\n\n  In the event of a merger, consolidation, stock-split, dividend, distribution,\ncombination, reclassification or recapitalization that changes the character or\namount of the Class B Common Stock or any other changes in the corporate\nstructure, equity securities or capital structure of the Company, the Committee\nshall make such adjustments to (i) the number and kind of securities subject to\nany Stock Options or Stock Appreciation Rights or the number and kind of\nRestricted Shares, Restricted Share Units or Phantom Shares granted to each\nParticipant, (ii) the exercise price of any Outstanding Stock Options or Stock\nAppreciation Rights or the Initial Value of any Outstanding Phantom Shares, and\n(iii) the maximum number and kind of securities referred to in Section 1.5 and\nSection 1.6 of the Plan, in each case, as it deems appropriate. The Board may,\nin its sole discretion, also make such other adjustments as it deems appropriate\nin order to preserve the benefits or potential benefits intended to be made\navailable hereunder. Such determinations shall be conclusive and binding for all\npurposes.\n\n\n                                  ARTICLE VII\n\nMiscellaneous\n\nSection 7.1 No Rights to Grants or Continued Employment.\n\n  Nothing in the Plan or in any Agreement, nor the grant of any Option, Phantom\nShare, Restricted Share, Restricted Share Unit, or Stock Appreciation Right,\nshall confer upon any individual any right to be employed by the Company or any\nsubsidiary thereof, nor to be entitled to any remuneration or benefits not set\nforth in the Plan or such Agreement, including the right to receive any future\nGrants under the Plan or any other plan of the Company or any subsidiary thereof\nor interfere with or limit the right of the Company or any subsidiary thereof to\nmodify the terms of or terminate such individual's employment at any time.\n\nSection 7.2 Restriction on Transfer.\n\n  The rights of a Participant with respect to Stock Options, Stock Appreciation\nRights, Restricted Shares, Restricted Share Units or Phantom Shares shall not be\ntransferable by the Participant to whom such Stock Options, Stock Appreciation\nRights, Restricted Shares, Restricted Share Units or Phantom Shares are granted,\nexcept (i) by will or the laws of descent and distribution or (ii) with respect\nto Non-Qualified Stock Options, subject to the prior approval of the Committee,\nfor transfers to members of the Participant's immediate family or trusts whose\nbeneficiaries are members of the\n\n                                       15\n\n \nParticipant's immediate family, in each case subject to the condition that the\nCommittee shall be satisfied that such transfer is being made for estate and\/or\ntax planning purposes without consideration being received therefor and subject\nto such other conditions as the Committee may impose.\n\nSection 7.3 Taxes.\n\n  The Company or a subsidiary thereof, as appropriate, shall have the right to\ndeduct from all payments made under the Plan to a Participant or to a\nParticipant's estate any federal, state, local or other taxes required by law to\nbe withheld with respect to such payments. The Committee, in its discretion, may\nrequire, as a condition to the exercise of any Stock Option or Stock\nAppreciation Right or delivery of any certificate(s) for shares of Class B\nCommon Stock, that an additional amount be paid in cash equal to the amount of\nany federal, state, local or other taxes owed as a result of such exercise. Any\nParticipant who makes an election under Section 83(b) of the Code to have his\nreceipt of shares of Restricted Stock taxed in accordance with such election\nmust give notice to the Company of such election immediately upon making a valid\nelection in accordance with the rules and regulations of the Code. Any such\nelection must be made in accordance with the rules and regulations of the Code.\n\nSection 7.4 Stockholder Rights.\n\n  No Grant under the Plan shall entitle a Participant or a Participant's estate\nor permitted transferee to any rights of a holder of shares of Class B Common\nStock of the Company, except as provided in Article III with respect to\nRestricted Shares or when and until share certificates are delivered upon\nexercise of a Stock Option or when and until share certificates are delivered in\nsettlement of a Stock Appreciation Right or a Restricted Share Unit.\n\nSection 7.5 No Restriction on Right of Company to Effect Corporate Changes.\n\n  The Plan shall not affect in any way the right or power of the Company or its\nstockholders to make or authorize any or all adjustments, recapitalizations,\nreorganizations or other changes in the Company's capital structure or its\nbusiness, or any merger or consolidation of the Company, or any issue of stock\nor of options, warrants or rights to purchase stock or of bonds, debentures,\npreferred or prior preference stock whose rights are superior to or affect the\nClass B Common Stock or the rights thereof or which are convertible into or\nexchangeable for Class B Common Stock, or the dissolution or liquidation of the\nCompany, or any sale or transfer of all or any part of its assets or business,\nor any other corporate act or proceeding, whether of a similar character or\notherwise.\n\n                                       16\n\n \nSection 7.6 Source of Payments.\n\n  The general funds of the Company shall be the sole source of cash settlements\nof Stock Appreciation Rights or Restricted Share Units under the Plan and\npayments of Appreciation Value and the Company shall not have any obligation to\nestablish any separate fund or trust or other segregation of assets to provide\nfor payments under the Plan. Nothing contained in this Plan, and no action taken\npursuant to its provisions, shall create or be construed to create a trust of\nany kind, or a fiduciary relationship, between the Company and a Participant or\nany other person. To the extent a person acquires any rights to receive payments\nhereunder from the Company, such rights shall be no greater than those of an\nunsecured creditor.\n\nSection 7.7 Exercise Periods Following Termination of Employment.\n\n  For the purposes of determining the dates on which Grants may be exercised\nfollowing a termination of employment or following the Retirement, death or\nPermanent Disability of a Participant, the day following the date of such event\nshall be the first day of the exercise period and the Grant may be exercised up\nto and including the last business day falling within the exercise period. Thus,\nif the last day of the exercise period is not a business day, then the last date\na Grant may be exercised is the last business day preceding the end of the\nexercise period.\n\nSection 7.8 Breach of Agreements.\n\n  The Committee may include in any Agreement a provision requiring the\nParticipant to return gains (as defined by the Committee) realized on Grants\nmade under the Plan in the event the Committee determines that a material breach\nof specified obligations under one or more written agreements between a\nParticipant and the Company has occurred during the one year period after\ntermination of the Participant's employment with the Company or a subsidiary.\n\n\n                                 ARTICLE VIII\n\nAmendment and Termination\n\n  The Plan may be terminated and may be altered, amended, suspended or\nterminated at any time, in whole or in part, by the Board; provided, however,\nthat no alteration or amendment will be effective without stockholder approval\nif such approval is required by law or under the rules of the New York Stock\nExchange or other principal stock exchange on which the Class B Common Stock is\nlisted. No termination or amendment of the Plan may, without the consent of the\nParticipant to whom a grant has been made, adversely affect the rights of such\nParticipant in the Stock Options, Stock Appreciation\n\n                                       17\n\n \nRights, Restricted Shares, Restricted Share Units or Phantom Shares covered by\nsuch Grant. Unless previously terminated pursuant to this Article VIII, the Plan\nshall terminate on the fifth anniversary of the Effective Date (as defined\nbelow), and no further Grants may be awarded hereunder after such date.\n\n\n                                  ARTICLE IX\n\nInterpretation\n\nSection 9.1 Governmental Regulations.\n\n  The Plan, and all Grants hereunder, shall be subject to all applicable rules\nand regulations of governmental or other authorities.\n\nSection 9.2 Headings.\n\n  The headings of articles and sections herein are included solely for\nconvenience of reference and shall not affect the meaning of any of the\nprovisions of the Plan.\n\nSection 9.3 Governing Law.\n\n  The Plan and all rights hereunder shall be construed in accordance with and\ngoverned by the laws of the State of Delaware.\n\n\n                                   ARTICLE X\n\nEffective Date and Stockholder Approval\n\n  The Plan became effective upon its adoption by the Board on May 25, 2000,\nsubject to approval by the stockholders of the Company which was obtained on\nJune 29, 2000.\n\n                                       18\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9252],"corporate_contracts_industries":[9465],"corporate_contracts_types":[9539,9546],"class_list":["post-38395","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-viacom-inc","corporate_contracts_industries-media__broadcasting","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38395","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38395"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38395"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38395"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38395"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}