EXHIBIT 10.1
Initial Grant Form
STOCK OPTION CERTIFICATE
for Stock Option Grant
Under the Viacom Inc.
2000 Stock Option Plan for Outside Directors
(As Amended and Restated Through March 10, 2004)
This STOCK OPTION CERTIFICATE sets forth the terms of the [Insert Date
of Grant] grant of a stock option to [Insert Name of Director] (the "Director")
by Viacom Inc., a Delaware corporation (the "Company"), under the Viacom Inc.
2000 Stock Option Plan for Outside Directors, as amended and restated through
March 10, 2004 (the "Plan").
WITNESSETH:
WHEREAS, the Company has adopted the Plan for the purpose of obtaining
and retaining the services of qualified persons who are not employees of the
Company or National Amusements, Inc. or their subsidiaries to serve as directors
and to induce them to make a maximum contribution to the success of the Company
and its subsidiaries; and
WHEREAS, the Plan provides for the automatic grant of a non-qualified
option for 10,000 shares of the Company's Class B Common Stock, par value $0.01
per share (the "Class B Common Stock"), at the time each person is first elected
or appointed to the Board who is not an employee of the Company or National
Amusements, Inc. or any of their subsidiaries or a member of the immediate
family of a member of the Board who is an employee of any of such companies (an
"Outside Director"); and
WHEREAS, the Director is an Outside Director eligible for an automatic
grant under the terms and conditions of the Plan.
TERMS OF STOCK OPTIONS
1. Grant of Stock Option. Subject to the terms and conditions contained
in this Certificate and in the Plan, the terms of which are incorporated herein
by reference, the Company hereby grants to the Director, effective as of [Insert
Date of Grant] (the "Date of Grant"), the option (the "Stock Option") for 10,000
shares of Class B Common Stock at an exercise price of $[Insert Exercise Price]
for each share (the "Exercise Price"), which is equal to the Fair Market Value
(as defined below) of a share of Class B Common Stock on the Date of Grant. The
"Fair Market Value" of a share of Class B Common Stock on a given date shall be
the 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 The Wall Street Journal (Northeast edition) as the 4:00 p.m. (New York time)
closing price or as reported by any other authoritative source selected by the
Company. The Stock Option is not intended to be, or qualify as, an "Incentive
Stock Option" within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended.
2. Vesting; Exercise. The Stock Option shall vest on the first
anniversary of the Date of Grant. The Stock Option may be exercised until the
tenth anniversary of the Date of Grant (the "Expiration Date"). In the event
that (A) the services of the Director as a director of the Company terminate for
any reason other than for death or permanent disability, the Director may
exercise the Stock Option, if it was vested on such termination date, until the
earlier of the first anniversary of such termination date or the Expiration
Date, (B) the Director dies while serving as a director, if the Stock Option was
vested on the date of death, it may be exercised by the person who acquired the
right to exercise the Stock Option by will or the laws of descent and
distribution until the earlier of the first anniversary of the date of death or
the Expiration Date, and (C) the services of the Director as a director of the
Company terminate by reason of permanent disability, the Director may exercise
the Stock Option, if it was vested when his or her services terminated, until
the earlier of the first anniversary of such termination or the Expiration Date.
Upon the occurrence of an event described in clauses (A), (B) or (C), if the
Stock Option was not vested on the date of such event, it will be relinquished.
3. Method of Exercise. The Director may exercise the Stock Option, if
vested, at one time or in part (provided that the Stock Option must be exercised
in increments of 500 shares) by written notice to the Administrator, Long-Term
Incentive Plans, Viacom Inc., 1515 Broadway, New York, New York 10036, or to
such agent(s) for the Company ("Agent") as the Company may from time to time
specify, in such manner and at such address as may be specified from time to
time by the Company. If exercised in part, the Stock Option shall remain
exercisable as to any remaining underlying shares for the remainder of the
period set forth in paragraph 2. Such notice shall (i) state the number of
shares to be purchased pursuant to the Stock Option, and (ii) be signed (or
otherwise authorized in a manner acceptable to the Company) by the person or
persons so exercising the Stock Option and, in the event the Stock Option is
being exercised by any person or persons other than the Director, accompanied by
proof satisfactory to the Company's counsel of the right of such person or
persons to exercise the Stock Option. Full payment of the aggregate Exercise
Price, which shall be determined by multiplying the number of shares of Class B
Common Stock to be acquired upon exercise of the Stock Option by the Exercise
Price, shall be made on or before the settlement date for such shares of Class B
Common Stock. Such Exercise Price shall be paid in cash (e.g. personal bank
check, certified check or official bank check). Upon satisfaction of the
foregoing conditions, the Company shall deliver (or cause to be delivered) a
certificate or certificates for the shares of Class B Common Stock issued
pursuant to the exercise of the Stock Option to the Director. Information
concerning any Agent and its address may by obtained by contacting the
Administrator, Long-Term Incentive Plans.
4. Effect of Certain Corporate Changes. In the event of any merger,
consolidation, stock split, dividend, distribution, combination,
recapitalization or reclassification 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 Board shall make such
proportionate adjustments to the number and kind of securities subject to the
Stock Option and the exercise price of the Stock Option, as it deems
appropriate. The Board may, in its sole discretion, also make such other
adjustments as it deems appropriate in order to preserve, but not increase, the
benefits or potential benefits intended to be made available hereunder upon the
occurrence of any of the foregoing events. The Board's determination as to what,
if any, adjustments shall be made shall be final and binding.
5. Miscellaneous.
(a) Restriction on Transfer. The rights of the Director with
respect to the Stock Option shall not be transferable by the Director, except
(i) by will or the laws of descent and distribution, (ii) upon prior notice to
the Company, for transfers to members of the Director's immediate family or
trusts whose beneficiaries are members of the Director's immediate family,
provided, however, that such transfer is being made for estate and/or tax
planning purposes without consideration being received therefor, (iii) upon
prior notice to the Company, for transfers to a former spouse incident to a
divorce or (iv) for such other transfers as the Board may approve, subject to
any conditions and limitations that it may, in its sole discretion, impose.
(b) Stockholder Rights. This grant of the Stock Option does
not entitle the Director to any rights of a holder of shares of Class B Common
Stock, except upon the delivery of share certificates to the Director upon
exercise of the Stock Option.
(c) No Right to Reelection. Nothing in this Certificate shall
be deemed to create any obligation on the part of the Board to nominate any of
its members for reelection by the Company's stockholders, nor confer upon the
Director the right to remain a member of the Board for any period of time, or at
any particular rate of compensation.
(d) Exercise Periods Following Termination of Services. For
the purposes of determining the dates on which the Stock Option may be exercised
following a termination of services or the death or disability of the Director,
the day following the date of such event shall be the first day of the exercise
period and the Stock Option may be exercised up to and including the last
business day falling within the exercise period.
6. Governing Law. This Certificate and all rights hereunder shall be
construed in accordance with and governed by the laws of the State of Delaware.
VIACOM INC.
By: _________________________
Name: William A. Roskin
Title: Executive Vice President,
Human Resources and
Administration