Common use of Incapacity Clause in Contracts

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 days during any 270 day period, the Board, at any time after such disability has continued for 60 consecutive days, may determine that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first 26 weeks of consecutive absence, which will be equal to your Salary, and the amount of such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following: (i) Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(i)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable until the applicable date set forth in paragraph 4(a)(v); (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs will vest and be settled as promptly as administratively practicable after your termination date; and (vi) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) until the end of the Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at the employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so along as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at the employer’s expense, aggregates at least the amount set forth in paragraph 6(b).

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 one hundred eighty (180) days during any 270 two hundred seventy (270) day period, the Board, at any time after such disability has continued for 60 sixty (60) consecutive days, may determine determine, provided such determination is made while the disability is still in effect, that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first 26 twenty-six (26) weeks of consecutive absenceabsence in accordance with such program, which will be equal to your Salarysalary, and the amount of such benefits will offset any Salary salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following:following in accordance with the payment provisions set forth in Paragraph 9(d)(iii) and subject to the provisions of Paragraph 9(d)(v): (i) Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(i))Benefits; (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable until for the greater of three years and the period provided for under the terms of the applicable date set forth award agreement, but in paragraph 4(a)(v)no event beyond their normal expiration date; (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs will outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and be settled as promptly as administratively practicable within ten (10) business days after your termination date; and (viv) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(bParagraph 5(b) until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at the such employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so along long as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at the such employer’s expense, aggregates at least the amount set forth in paragraph 6(bParagraph 5(b).

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 days during any 270 day period, the Board, at any time after such disability has continued for 60 consecutive days, may determine that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “"disabled” " within the meaning of such term under Employer’s 's Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first 26 weeks of consecutive absence, which will be equal to your Salary, and the amount of such benefits will offset any Salary that otherwise would be paid to you your pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following: (i) Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(i)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable until for the period provided for under the terms of the applicable date set forth in paragraph 4(a)(v)award agreement; (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs performance share units will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs will vest and be settled as promptly as administratively practicable after your termination date; and (vi) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) until the end of the Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at the employer’s 's expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so along as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at the employer’s 's expense, aggregates at least the amount set forth in paragraph 6(b).

Incapacity. In the event If you become totally medically disabled and you will not be able are absent from work due to substantially perform your duties for at least six (6) consecutive months or a total of 180 days during any 270 day period, the Board, at any time after such disability has continued for 60 consecutive days, may determine that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) programIncapacity, you will first receive benefits under shall notify [POSITION] of the STD program reason for the absence as soon as possible but no later than [TIME] on the first 26 weeks day of consecutive absence, which will be equal to . You shall certify your Salary, and the amount of such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program absence in accordance with its termsour sickness policy which is available [on the intranet OR from [POSITION]]. For purposes of Subject to your compliance with this Agreementagreement and our sickness policy (as amended from time to time) [and subject to clause 20.4], you will shall receive sick pay in accordance with our sickness policy, which may be considered amended from time to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD programtime, and until that time which is available [on the intranet OR from [POSITION]]. Your qualifying days for SSP purposes are [Monday] to [Friday]. After you have completed [[NUMBER] month[s’] continuous service OR your probationary period], subject to your compliance with this agreement [and subject to clause 20.4], you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following: (i) Employer will your full salary and contractual benefits during any periods of sickness absence up to a maximum of [NUMBER] weeks in any [NUMBER]-week period. Those payments shall be inclusive of any SSP due. Your qualifying days for SSP purposes are [Monday] to [Friday]. After you have completed [[NUMBER] month[s’] continuous service OR your probationary period], subject to your compliance with this agreement and subject to clause 20.4, you shall be entitled to receive contractual sick pay. Contractual sick pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(i)); (ii) Employer will pay you a prorated Bonus is inclusive of any SSP that may be due for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vestsame period, and all such options is paid on the following basis. Your qualifying days for SSP purposes are [Monday] to [Friday]. Less than one year’s service: [Six] weeks’ full pay [and all [six] weeks’ half pay] in any [12]-month period. One to two years’ service: [13] weeks’ full pay [and [13] weeks’ half pay] in any [12]-month period. Two years’ service or more: [26] weeks’ full pay in any 12-month period. [If you have been on long-term sick leave continuously for more than a year you will not qualify for sick pay again until you have returned to work for a total of your outstanding options that have previously vested [NUMBER] weeks.] [Pension contributions will remain exercisable until the applicable date set forth in paragraph 4(a)(v); (iv) the number of Shares to which continue as normal while you are entitled paid at the full rate in accordance with clause 20.3. If your pay during any period of Incapacity is reduced or you are paid SSP only, the level of contributions in respect of your outstanding awards membership of PSUs will be determined as provided the [NAME] Pension Scheme may continue, subject to the relevant pension scheme rules in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all force at the time of your unvested Target PRSU Awards and Matching RSUs will vest and absence.] You agree to consent to medical examinations (at our expense) by a doctor nominated by us should we so require. If the Incapacity is or appears to be settled as promptly as administratively practicable after your termination date; and (vi) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) until occasioned by actionable negligence, nuisance or breach of any statutory duty on the end part of the Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at in respect of which damages are or may be recoverable, you shall immediately notify the employer’s expense; providedBoard of that fact and of any claim, howeversettlement or judgment made or awarded in connection with it and all relevant particulars that the Board may reasonably require. You shall if required by [us OR the Board], co-operate in any related legal proceedings and refund to us that Employer part of any damages or compensation recovered by you relating to the loss of earnings for the period of the Incapacity as the Board may decrease reasonably determine less any costs borne by you in connection with the recovery of such damages or compensation, provided that the amount of life insurance coverage it provides you so along as to be refunded shall not exceed the total amount of such coverage that it continues to provide, and the amount of such coverage provided paid to you from a third party employer at by us in respect of the employer’s expenseperiod of Incapacity. Our rights to terminate the Appointment under the terms of this agreement apply even when such termination would or might cause you to forfeit any entitlement to sick pay[, aggregates at least the amount set forth in paragraph 6(b)permanent health insurance] or other benefits.

Incapacity. In the event you become totally medically disabled at any time during the Employment Term and you will are not expected to be able to substantially perform your duties for at least a six (6) consecutive months or a total of 180 days during any 270 day month period, the BoardChairman, at any time after such disability has in fact continued for 60 consecutive days, may determine that Employer Viacom requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD Viacom's short-term disability program for the first 26 weeks of consecutive absence, which will be equal to your Salary, and the amount of such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD Viacom's Long-Term Disability ("LTD") program or any supplement thereto, in accordance with its terms. For purposes Upon receipt of this Agreement, benefits under the LTD program you will also be considered entitled to have experienced receive, subject to applicable withholding taxes: (i) a termination Target Bonus prorated for the portion of employment with Employer as of calendar year through the date on which you first become eligible to receive benefits under the LTD program, and until payable at the time that time you shall the Bonus for such calendar year would otherwise be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following: (i) Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(i))paid; (ii) Employer will pay you a prorated Bonus Deferred Compensation for the calendar year in which such benefits commence and Deferred Compensation attributable to prior calendar years, payable, together with the return thereon as provided in paragraph 3(c), prior to January 31 of your termination of employment based on your Target Bonus and the number of calendar days of year following the calendar year in which such year elapsed through the date of your termination of employmentbenefits commence; (iii) all of your outstanding unvested Employer stock options will vest, granted to you under the 1997 LTMIP which are exercisable on or prior to the date as of which benefits commence under the LTD program or that would have vested and all such options and all of your outstanding options that have previously vested will remain become exercisable until on or before the applicable date set forth in paragraph 4(a)(v); (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs will vest and be settled as promptly as administratively practicable after your termination date; and (vi) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) until the end last day of the Employment Term will be exercisable for two (2) years after the date as of which such benefits commence or, if earlierlater, until December 31, 2003, but in no event may such stock options be exercised following the expiration date on which of such stock options; and In the event that you thereafter become eligible for at least as much insurance coverage able to substantially perform your duties, you will then be entitled to receive from a third party employer Viacom your Salary and Deferred Compensation at the employer’s expense; provided, however, that Employer may decrease rate being paid to you immediately prior to the amount of life insurance coverage it provides you so along as the amount commencement of such coverage that it continues to providedisability, and your Bonus calculated pursuant to paragraph 3(b) hereof, through the amount remainder of such coverage provided to the Employment Term reduced by any employment compensation earned by you from a third party employer at the employer’s expense, aggregates at least the amount set forth in paragraph 6(b)for any work or service performed for any other person.

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 days during any 270 day period, the Board, at any time after such disability has continued for 60 consecutive days, may determine determine, provided such determination is made while the disability is still in effect, that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first 26 weeks of consecutive absenceabsence in accordance with such program, which will be equal to your Salary, and the amount of such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following:following in accordance with the payment provisions set forth in paragraph 9(d)(iii) and subject to the provisions of paragraph 9(d)(v): (i) Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(i9(d)(i)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable until for the greater of three years and the period provided for under the terms of the applicable date set forth award agreement, but in paragraph 4(a)(v)no event beyond their normal expiration date; (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs will outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and be settled as promptly as administratively practicable within ten (10) business days after your termination date; and (viv) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b5(b) until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at the such employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so along long as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at the such employer’s expense, aggregates at least the amount set forth in paragraph 6(b5(b).

Incapacity. a. In the event you become totally medically disabled are unable to perform the services required of you hereunder as a result of a physical or mental disability and such disability shall continue for a period of ninety (90) or more consecutive days or an aggregate of four (4) or more months during any twelve (12) month period during the term hereof, Studio shall have the right, at its option and subject to applicable state and federal law, to terminate your employment hereunder, and Studio shall only be obligated to pay you (a) 50% of the specified Base Salary for the remainder of the then current Employment Term, but not to exceed two (2) years, and (b) any additional compensation (including, without limitation, any grants of equity-based compensation made to you on or prior to the date of termination (it being understood you will not be able entitled to substantially perform receive any grants of equity-based compensation thereafter) as determined pursuant to Paragraph 9.b below, car allowance which has accrued prior to your duties termination, and expense reimbursement for at least six expenses incurred prior to your termination) earned by you prior to the termination of your employment. Notwithstanding the foregoing sentence, you further will be entitled to continuation of medical, dental, life insurance, disability, car allowance and financial counseling benefits (6collectively, the “Continued Benefits”) consecutive for a period of twelve (12) months after termination of your employment pursuant to this paragraph (but not to exceed the end of the then current Employment Term). With respect to any Continued Benefits for which you may become eligible under this Paragraph 9.b or a total of 180 days otherwise under this Agreement, if requested by the Company during any 270 day periodcontinuation period you shall elect to treat such Continued Benefits as being provided pursuant to the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) or any similar applicable federal or state statute. Whenever compensation is payable to you hereunder, during or with respect to a time when you are partially or totally disabled and such disability (except for the provisions hereof) would entitle you to disability income or to salary continuation payments from Studio according to the terms of any plan now or hereafter provided by Studio or according to any policy of Studio in effect at the time of such disability, the Board, at compensation payable to you hereunder shall be inclusive of any time after such disability has continued income or salary continuation and shall not be in addition thereto. If disability income is payable directly to you by an insurance company under an insurance policy paid for 60 consecutive daysby Studio, may determine that Employer requires such duties and responsibilities the compensation payable to you hereunder shall be performed by another executive. In inclusive of the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first 26 weeks of consecutive absence, which will be equal to your Salary, and the amount of such benefits will offset any Salary that otherwise would be amounts paid to you pursuant to this Agreement. Thereafterby said insurance company and shall not be in addition thereto. b. Unless otherwise specified in the Plan or in the agreement evidencing the grant, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer each case as of the date you first become eligible of the grant, after termination of employment your grants of equity-based compensation will be determined as follows. With respect to grants having performance-based vesting criteria, your rights to receive benefits under or exercise the LTD programawards provided by the grants will be determined after the end of the performance period specified in the grant, and until that time or satisfaction of such other criteria pursuant to the Plan, subject to the applicable performance or other criteria, as if you shall had continued to remain employed with Studio throughout such performance period. With respect to grants having time-based vesting criteria, your rights to receive or exercise the awards provided by the grants will be treated for all purposes determined promptly following your termination of this Agreement as an active employee of Employeremployment. Upon receipt of benefits under the LTD program, you You will also be entitled to receive or exercise a ratable portion of the following: amount of each award determined in the preceding sentence, calculated by multiplying such amount by a fraction, the numerator of which is the sum of (i) Employer will pay your Accrued Compensation and Benefits (as defined below actual period of service in paragraph 10(d)(i)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed months through the date of your termination plus (ii) the lesser of employment; (iiiA) all twelve (12) months or (B) 50% of your outstanding unvested Employer stock options the remaining Employment Term in months determined as of the date of termination (but in no event will vestthe numerator exceed the denominator), and the denominator of which is the total performance period in months (for grants having performance-based vesting criteria) or the total vesting period in months (for grants having time-based vesting criteria) specified in the grant. To avoid any double-counting, any part of any equity-based compensation award that has vested in accordance with the terms of the applicable award agreement shall be credited against any part of such award that you shall be entitled to receive or exercise pursuant to the determination set forth in the proceeding sentence. The balance of such awards will be forfeited. Subject to this Paragraph 9.b and to the other terms and conditions of the grants, all such options Options and all of your outstanding options that have previously vested any similar equity-based awards will remain exercisable until for the applicable date set forth in paragraph 4(a)(v); (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs will vest and be settled as promptly as administratively practicable after your termination date; and (vi) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) until the end remaining term of the Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at the employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so along as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at the employer’s expense, aggregates at least the amount set forth in paragraph 6(b)grant.

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 days during any 270 day period, the Board, If at any time after such during the Employment Period the Executive is unable to perform his duties hereunder by reason of illness, accident or other disability has continued for 60 consecutive days(as confirmed by competent medical evidence), may determine that Employer requires such duties and responsibilities be performed by another executive. In during the event that you become “disabled” within the meaning first six months of such incapacity he shall be entitled to receive the compensation to which he would be entitled pursuant to Section 2.01 hereof, and during any remaining period of such incapacity, he shall be entitled to receive 75% of such compensation. If the Executive shall recover and shall resume the performance of his duties hereunder following any period of incapacity during the term of this Agreement, the Executive shall be entitled to receive the compensation to which he would be entitled pursuant to Section 2.01 hereof. Notwithstanding the foregoing provisions of this Section 2.02, the amounts payable to the Executive under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under this Section 2.02 shall be reduced by any amounts received by the STD program Executive for the first 26 weeks of consecutive absencesame time periods with respect to any such incapacity pursuant to any insurance policy, which will be equal plan or other employee benefit provided to your Salarythe Executive by the Company at its expense, and if any such policy, plan or benefit shall be provided to the Executive at the expense of the Company and the Executive, the amount of such benefits will offset any Salary that otherwise would the reduction provided for in this sentence shall be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under equitably determined by the LTD program in accordance with its termsBoard on the basis of the proportionate expense borne by the Company. For purposes of this AgreementSection 2.02, you will be considered to have experienced a termination more than one occurrence of employment with Employer as of incapacity during the date you first become eligible to receive benefits under the LTD program, and until that time you Employment Period shall be treated for all purposes as a single period of this Agreement as an active employee incapacity regardless of Employer. Upon receipt any interruption in such incapacity, except that a new and separate period of benefits under the LTD program, you will also incapacity shall be entitled deemed to receive the following: have commenced if (i) Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(i)); the illness, accident or other disability giving rise to the latest occurrence of incapacity is totally unrelated to any prior incapacity or (ii) Employer will pay you notwithstanding that the illness, accident or disability giving rise to the latest occurrence of incapacity is related to any prior incapacity, the Executive has performed his duties hereunder for a prorated Bonus for continuous period of at least six months since the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable until the applicable date set forth in paragraph 4(a)(v); (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs will vest and be settled as promptly as administratively practicable after your termination date; and (vi) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) until the end of the Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at the employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so along as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at the employer’s expense, aggregates at least the amount set forth in paragraph 6(b)prior incapacity.

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 days during any 270 270-day period, the Board, at any time after such disability has continued for 60 consecutive days, may determine that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first 26 weeks of consecutive absence, which will be equal to your Salary, and the amount of such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following: (i) Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(i)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable until the applicable date set forth in paragraph 4(a)(v4(a)(iv); (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs will vest and be settled as promptly as administratively practicable after your termination date; and (viv) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) until the end of the Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third third-party employer at the employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so along as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third third-party employer at the employer’s expense, aggregates at least the amount set forth in paragraph 6(b).

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 days during any 270 day period, the Board, at any time after such disability has continued for 60 consecutive days, may determine determine, provided such determination is made while the disability is still in effect, that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first 26 weeks of consecutive absenceabsence in accordance with such program, which will be equal to your Salary, and the amount of such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, or, if you do not become eligible to receive benefits under the LTD program, on the date following the sixth consecutive month in which you have not been able to substantially perform your duties hereunder (“Disability Termination Date”), and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt your Disability Termination Date, your benefits will be the following in accordance with the payment provisions set forth in paragraph 10(d)(iii) and subject to the provisions of benefits under the LTD program, you will also be entitled to receive the following:paragraph 10(d)(v): (i) Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(i10(d)(ii)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable until for the greater of three years and the period provided for under the terms of the applicable date set forth award agreement, but in paragraph 4(a)(v)no event beyond their normal expiration date; (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs will outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and be settled as promptly as administratively practicable within ten (10) business days after your termination date; and (viv) Employer will continue to provide pay the same premium amounts it was paying at the time of your termination in connection with providing you with life insurance coverage as set forth in paragraph 6(b) 5(b). Such payments of premiums will continue until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage as the coverage that was in effect at the time of your termination, from a third party employer at the such employer’s expense; provided, however, that Employer may decrease the amount of premiums it pays towards life insurance coverage it provides you so along long as the amount of such coverage that it continues to provide, and combined with the amount of such coverage provided to you from a third party employer at the such employer’s expense, aggregates at least the amount of coverage that was in effect for you at the time of your termination as a result of Employer’s obligations as set forth in paragraph 6(b5(b).

Incapacity. a. In the event you become totally medically disabled and you will cannot be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 days any time during any 270 day periodthe Employment Term, the Board, Board of Directors may at any time after such disability has continued for 60 ninety (90) consecutive days require Studio to give you written notice that it intends, subject to applicable state and federal law, to suspend this Agreement. Upon receipt of such notice, prior to any suspension hereunder, you shall be entitled to an expedited arbitration to determine whether or not you are medically disabled and have been disabled for at least ninety (90) consecutive days, may determine that Employer requires such duties and responsibilities be performed by another executive. In the event provided that you become “disabled” request such arbitration within the meaning ten (10) business days of receipt of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) programnotice from Studio. If you do not so request such an arbitration, or if the arbitrator rules that you are so disabled, you shall be placed on a “medical payroll,” meaning you will first receive benefits under the STD program remain employed for the first 26 twenty-six (26) weeks of consecutive absenceabsence commencing at the end of the later of the ten (10) day period or upon the conclusion of the arbitration. Thereafter, which if you are not able to resume your duties hereunder, your employment will be terminated. b. Upon termination of employment as provided in Paragraph 9.a, you shall remain entitled to receive (i) for a period commencing on the termination of your employment by Studio and ending on the expiration of the Employment Term, payments at a rate equal to 50% of your rate of Base Salary, and such payments will be payable in accordance with Studio’s regular payroll practices applicable to similarly situated active employees, (ii) 100% of all medical, dental, life insurance and other benefits (“Continued Benefits”) for the remainder of the then current Employment Term, and (iii) to retain all grants of equity-based compensation made to you on or prior to the date of termination, but will not be entitled to receive any grants of equity-based compensation thereafter. Except as specifically permitted by Section 409A of the Code and the regulations thereunder as in effect from time to time (collectively, hereinafter, “Section 409A”), the Continued Benefits provided to you during any calendar year will not affect the Continued Benefits to be provided to you in any other calendar year. Unless otherwise specified in the Plan or in the agreement evidencing the grant, in each case as of the date of the grant, after termination of employment pursuant to Paragraph 9.a, your grants of equity-based compensation will be determined as follows. With respect to grants having performance-based vesting criteria, the amount of such benefits award that is eligible to vest will offset any Salary that otherwise would be paid to you determined after the end of the performance period specified in the grant, or satisfaction of such other criteria pursuant to this Agreementthe Plan, subject to the applicable performance or other criteria, as if you had continued to remain employed with Studio throughout such performance period. ThereafterWith respect to grants having time-based vesting criteria, you the full amount of such award will be eligible to receive benefits under the LTD program in accordance with its termsvest. For purposes of this Agreement, you Vesting will be considered to have experienced a determined promptly following termination of employment with Employer employment. A ratable portion of the amount of each award that is eligible to vest will become vested by multiplying such amount by a fraction, the numerator of which is the sum of (i) your actual period of service in months through the date of termination plus (ii) 50% of the remaining Employment Term in months determined as of the date you first become eligible to receive benefits under of termination (but in no event will the LTD programnumerator exceed the denominator), and until the denominator of which is the total performance period in months (for grants having performance-based vesting criteria) or the total vesting period in months (for grants having time-based vesting criteria) specified in the grant. To avoid any double-counting, any part of any equity-based compensation award that time has vested in accordance with the terms of the applicable award agreement shall be credited against any part of such award that you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive or exercise pursuant to the following: (i) Employer determination set forth in the preceding sentence. The balance of such awards will pay your Accrued Compensation be forfeited. Subject to this Paragraph 9.b and Benefits (as defined below in paragraph 10(d)(i)); (ii) Employer to the other terms and conditions of the grants, all Options, stock appreciation rights and any similar equity-based awards will pay you a prorated Bonus remain exercisable for the year remaining term of your termination the grant. In the case of employment restricted stock units that are subject to performance-based vesting criteria, except as otherwise set forth in Paragraph 27, such awards will be settled on your Target Bonus and the number of calendar days of such year elapsed through seventieth (70th) day after the date that such awards become vested. In the case of restricted stock units that are subject to time-based vesting criteria, such awards will be settled within thirty (30) days following your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable until the applicable date set forth in paragraph 4(a)(v); (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs will vest and be settled as promptly as administratively practicable after your termination date; and (vi) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) until the end of the Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at the employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so along as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at the employer’s expense, aggregates at least the amount set forth in paragraph 6(b).

Incapacity. In the event that you have become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 days during any 270 day period, the Board, at any time after such disability has continued for 60 consecutive days, may determine determine, provided such determination is made while the disability is still in effect, that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first 26 weeks of consecutive absenceabsence in accordance with such program, which will be equal to your Salary, and the amount of such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, or, if you do not become eligible to receive benefits under the LTD program, on the date following the sixth consecutive month in which you have not been able to substantially perform your duties hereunder (“Disability Termination Date”), and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt your Disability Termination Date, your benefits will be the following in accordance with the payment provisions set forth in paragraph 10(d)(iii) and subject to the provisions of benefits under the LTD program, you will also be entitled to receive the following:paragraph 10(d)(v): (i) Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(i10(d)(ii)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable until for the greater of three years and the period provided for under the terms of the applicable date set forth award agreement, but in paragraph 4(a)(v)no event beyond their normal expiration date; (iv) the number of Shares to which you are entitled in respect all of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of PSUs will the Disability Termination Date shall vest and, subject to any prior deferral election, be determined as provided in paragraph 4(bsettled within ten (10) for Qualifying Terminationsbusiness days after your Disability Termination Date; provided, that to the extent any such unvested and all Shares delivered upon settlement of PSUs will outstanding equity awards remain subject to performance-based vesting conditions on your Disability Termination Date, such equity awards shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) and, subject to any prior deferral election, be considered vestedsettled within ten (10) business days thereafter; (v) all You will receive a grant of your unvested Target PRSU Awards shares of Class B Common Stock earned as the Performance Award (if any) pursuant to (and Matching RSUs will vest and be settled as promptly as administratively practicable after your termination dateat the time provided in) Schedule A, subject to paragraph 10(d)(v); and (vi) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) 5(b), at the same level of coverage that was in effect immediately prior to the Disability Termination Date and on terms and conditions under which the life insurance is provided that are no less favorable to you than those in effect immediately prior to the Disability Termination Date, until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage as the coverage that was in effect at the time of your termination, from a third party employer at the such employer’s expense; provided, however, that Employer may decrease the amount of premiums it pays towards life insurance coverage it provides you so along long as the amount of such coverage that it continues to provide, and combined with the amount of such coverage provided to you from a third party employer at the such employer’s expense, aggregates at least the amount of coverage that was in effect for you on the Disability Termination Date as a result of Employer’s obligations as set forth in paragraph 6(b5(b).

Incapacity. a. In the event you become totally medically disabled and you will cannot be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 days any time during any 270 day periodthe Employment Term, the Board, Board of Directors may at any time after such disability has continued for 60 ninety (90) consecutive days require Studio to give you written notice that it intends, subject to applicable state and federal law, to suspend this Agreement. Upon receipt of such notice, prior to any suspension hereunder, you shall be entitled to an expedited arbitration to determine whether or not you are medically disabled and have been disabled for at least ninety (90) consecutive days, may determine that Employer requires such duties and responsibilities be performed by another executive. In the event provided that you become “disabled” request such arbitration within the meaning ten (10) business days of receipt of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) programnotice from Studio. If you do not so request such an arbitration, or if the arbitrator rules that you are so disabled, you shall be placed on a “medical payroll,” meaning you will first receive benefits under the STD program remain employed for the first 26 twenty-six (26) weeks of consecutive absence, which will be equal to your Salary, and absence commencing at the amount end of such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreementthe later of the ten (10) day period or upon the conclusion of the arbitration. Thereafter, if you are not able to resume your duties hereunder, your employment will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a terminated. b. Upon termination of employment with Employer as provided in Paragraph 9.a, you shall remain entitled to receive 50% of your Base Salary, 100% of all medical, dental, life insurance and other benefits for the remainder of the then current Employment Term, and all grants of equity-based compensation made to you on or prior to the date of termination, but will not be entitled to receive any grants of equity-based compensation thereafter. Unless otherwise specified in the Plan or in the agreement evidencing the grant, in each case as of the date you first become eligible of the grant, after termination of employment your grants of equity-based compensation will be determined as follows. Your rights to receive benefits under or exercise the LTD programawards provided by the grants will be determined after the end of the performance period specified in the grant, and until that time or satisfaction of such other criteria pursuant to the Plan, subject to the applicable performance or other criteria, as if you shall be treated for all purposes of this Agreement as an active employee of Employerhad continued to remain employed with Studio throughout such performance period. Upon receipt of benefits under the LTD program, you You will also be entitled to receive or exercise a ratable portion of the following: amount of each award determined in the preceding sentence, calculated by multiplying such amount by a fraction, the numerator of which is the sum of (i) Employer will pay your Accrued Compensation and Benefits (as defined below actual period of service in paragraph 10(d)(i)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed months through the date of your termination plus (ii) 50% of employment; the remaining Employment Term in months determined as of the date of termination (iii) all of your outstanding unvested Employer stock options but in no event will vestthe numerator exceed the denominator), and the denominator of which is the total performance period in months specified in the grant. The balance of such awards will be forfeited. Subject to this Paragraph 9.b and to the other terms and conditions of the grants, all such options Options and all of your outstanding options that have previously vested any similar equity-based awards will remain exercisable until for the applicable date set forth in paragraph 4(a)(v); (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs will vest and be settled as promptly as administratively practicable after your termination date; and (vi) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) until the end remaining term of the Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at the employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so along as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at the employer’s expense, aggregates at least the amount set forth in paragraph 6(b)grant.

Incapacity. In the event that you have become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 days during any 270 day period, the Board, at any time after such disability has continued for 60 consecutive days, may determine determine, provided such determination is made while the disability is still in effect, that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first 26 weeks of consecutive absenceabsence in accordance with such program, which will be equal to your Salary, and the amount of such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, or, if you do not become eligible to receive benefits under the LTD program, on the date following the sixth consecutive month in which you have not been able to substantially perform your duties hereunder (“Disability Termination Date”), and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt your Disability Termination Date, your benefits will be the following in accordance with the payment provisions set forth in paragraph 10(d)(iii) and subject to the provisions of benefits under the LTD program, you will also be entitled to receive the following:paragraph 10(d)(v): (i) Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(i10(d)(ii)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable until for the greater of three years and the period provided for under the terms of the applicable date set forth award agreement, but in paragraph 4(a)(v)no event beyond their normal expiration date; (iv) the number of Shares to which you are entitled in respect all of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of PSUs will the Disability Termination Date shall vest and, subject to any prior deferral election, be determined as provided in paragraph 4(bsettled within ten (10) for Qualifying Terminationsbusiness days after your Disability Termination Date; provided, that to the extent any such unvested and all Shares delivered upon settlement of PSUs will outstanding equity awards remain subject to performance-based vesting conditions on your Disability Termination Date, such equity awards shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) and, subject to any prior deferral election, be considered vestedsettled within ten (10) business days thereafter; (v) all You will receive (x) grants of your unvested Target PRSU shares of Class B Common Stock earned as the Performance Awards (if any) pursuant to (and Matching RSUs will vest at the time provided in) Schedules A, B and be settled as promptly as administratively practicable after your termination dateC, and (y) payment of the Cash Performance Award (if any) pursuant to (and at the time provided in) Schedule D, in each case subject to paragraph 10(d)(v); and (vi) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) 5(b), at the same level of coverage that was in effect immediately prior to the Disability Termination Date and on terms and conditions under which the life insurance is provided that are no less favorable to you than those in effect immediately prior to the Disability Termination Date, until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage as the coverage that was in effect at the time of your termination, from a third party employer at the such employer’s expense; provided, however, that Employer may decrease the amount of premiums it pays towards life insurance coverage it provides you so along long as the amount of such coverage that it continues to provide, and combined with the amount of such coverage provided to you from a third party employer at the such employer’s expense, aggregates at least the amount of coverage that was in effect for you on the Disability Termination Date as a result of Employer’s obligations as set forth in paragraph 6(b5(b).

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 days during any 270 day period, the BoardChairman of Viacom, at any time after such disability has continued for 60 consecutive days, may determine that Employer Viacom requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under EmployerViacom’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first 26 weeks of consecutive absence, which will be equal to your Salary, Salary and the amount of you shall continue to earn your Deferred Compensation for such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreementperiod. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following: (i) Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(i)); (ii) Employer will pay you a Target Bonus prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable until the applicable date set forth in paragraph 4(a)(v); (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs will vest and be settled as promptly as administratively practicable after your termination date; and (vi) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) until the end portion of the Employment Term or, if earlier, calendar year through the date on which you become eligible for at least as much insurance coverage from a third party employer to receive benefits under the LTD program, payable at the employer’s expensetime the Bonus for such calendar year would otherwise be paid; provided▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ July 1, however2004 (ii) Deferred Compensation attributable to prior calendar years, payable, together with the return thereon as provided in paragraph 3(b), prior to January 31st of the calendar year following the calendar year in which such benefits commence; (iii) all unvested restricted share units will vest and payment will be made within ten (10) business days after the date as of which you begin to receive benefits under the LTD or such payment will be deferred in accordance with the election that Employer may decrease you made prior to the amount time of life insurance coverage it provides grant; and (iv) LTMIP stock options granted on or after July 1, 2004 that are vested on the date as of which benefits commence under the LTD, or that would have vested and become exercisable on or before the last day of the Employment Term, will be exercisable for three (3) years after the date as of which benefits commence under the LTD or, if earlier, the expiration date of the stock options. For the periods that you so along as receive compensation and benefits under the amount of STD and LTD programs, the compensation and benefits provided under such coverage that it continues to provide, programs and the amount compensation provided under this paragraph 7 are in lieu of Salary, Deferred Compensation and Bonus under paragraphs 3(a), (b) and (c) for such coverage periods. In the event that you thereafter become able to substantially perform your duties, your employment will be terminated pursuant to paragraph 8(c) and you will be entitled to receive, after such termination of your employment, the compensation and benefits provided in paragraphs 8(d)(i) through (iv) and, to you from a third party employer at the employer’s expenseextent applicable, aggregates at least the amount set forth in paragraph 6(b8(d)(vii).

Incapacity. a. In the event you become totally medically disabled and you will cannot be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 days any time during any 270 day periodthe Employment Term, the Board, Board of Directors may at any time after such disability has continued for 60 ninety (90) consecutive days require Studio to give you written notice that it intends, subject to applicable state and federal law, to suspend this Agreement. Upon receipt of such notice, prior to any suspension hereunder, you shall be entitled to an expedited arbitration to determine whether or not you are medically disabled and have been disabled for at least ninety (90) consecutive days, may determine provided that Employer requires you request such arbitration within ten (10) business days of receipt of such notice from Studio. If you do not so request such an arbitration, or if the arbitrator rules that you are so disabled, you shall be placed on a “medical payroll”. You will remain employed for the first twenty-six (26) weeks of consecutive absence commencing at the end of the later of the ten (10) day period or upon the conclusion of the arbitration. Thereafter, if you are not able to resume your duties hereunder, your employment will be terminated. b. Upon termination of employment as provided in Paragraph 9.a, you will be entitled to retain all grants of equity-based compensation made to you on or prior to the date of termination and responsibilities to receive and retain any approved grants of equity-based compensation (or substituted Cash Payment) for which you have become eligible but which have not been made, but will not be performed by another executiveentitled to receive any additional grants of equity-based compensation thereafter. In the event Any such Cash Payment that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you entitled to receive will first receive benefits under the STD program for the first 26 weeks of consecutive absence, which will be equal to your Salary, and the amount of such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreement. Thereafterwithin thirty (30) days following termination of your employment, you will be eligible to receive benefits under except as otherwise required by Paragraph 30. c. Unless otherwise specified in the LTD program Plan or in accordance with its terms. For purposes of this Agreementthe agreement evidencing the grant, you will be considered to have experienced a after termination of employment with Employer your grants of equity-based compensation will be determined as follows. With respect to grants having performance-based vesting criteria, your rights to receive or exercise the awards provided by the grants will be determined after the end of the date performance period, if any, specified in the grant, subject to the applicable performance criteria, if any, as if you first become eligible had continued to remain employed with Studio throughout such performance period. With respect to grants having time-based vesting criteria, your rights to receive benefits under or exercise the LTD program, and until that time you shall awards provided by the grants will be treated for all purposes determined promptly following your termination of this Agreement as an active employee of Employeremployment. Upon receipt of benefits under the LTD program, you You will also be entitled to receive or exercise a ratable portion of the following: amount of each award determined in the preceding two sentences, calculated by multiplying such amount by a fraction, the numerator of which is the sum of (i) Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(i)); (ii) Employer will pay you a prorated Bonus for the year actual period of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed service through the date of termination plus (ii) one (1) year (but in no event will the numerator exceed the denominator), and the denominator of which is the total performance period (for grants having performance-based vesting criteria) or the total vesting period (for grants having time-based vesting criteria) specified in the grant. To avoid any double-counting, any part of any equity-based compensation award that has vested in accordance with the terms of the applicable award agreement shall be credited against any part of such award that you shall be entitled to receive or exercise pursuant to the determination set forth in the preceding sentence. The balance of such awards will be forfeited. Subject to this Paragraph 9.b and to the other terms and conditions of the grants, all options and any similar equity-based awards will remain exercisable for the remaining term of the grant. In the case of restricted stock units that are subject to performance-based vesting criteria, except as otherwise set forth in Paragraph 26, such awards will be settled on the seventieth (70th) day after the date that such awards become vested. In the case of restricted stock units that are subject to time-based vesting criteria, such awards will be settled within thirty (30) days following your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable until the applicable date set forth in paragraph 4(a)(v); (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs will vest and be settled as promptly as administratively practicable after your termination date; and (vi) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) until the end of the Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at the employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so along as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at the employer’s expense, aggregates at least the amount set forth in paragraph 6(b).

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 days during any 270 day period, the BoardChairman of Viacom, at any time after such disability has continued for 60 consecutive days, may determine that Employer Viacom requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under EmployerViacom’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first 26 weeks of consecutive absence, which will be equal to your Salary, Salary and the amount of you shall continue to earn your Deferred Compensation for such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreementperiod. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following: (i) Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(i)); (ii) Employer will pay you a Target Bonus prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable until the applicable date set forth in paragraph 4(a)(v); (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs will vest and be settled as promptly as administratively practicable after your termination date; and (vi) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) until the end portion of the Employment Term or, if earlier, calendar year through the date on which you become eligible for at least as much insurance coverage from a third party employer to receive benefits under the LTD program, payable at the employer’s expensetime the Bonus for such calendar year would otherwise be paid; (ii) Deferred Compensation attributable to prior calendar years, payable, together with the return thereon as provided in paragraph 3(b), prior to January 31st of the calendar year following the calendar year in which such benefits commence; (iii) all unvested restricted share units will vest and payment will be made within ten (10) business days after the date as of which you begin to receive benefits under the LTD or such payment will be deferred in accordance with the election that you made prior to the time of grant; providedand (iv) LTMIP stock options granted on or after July 1, however2004 that are vested on the date as of which benefits commence under the LTD, or that Employer may decrease would have vested and become exercisable on or before the amount last day of life insurance coverage it provides the Employment Term, will be exercisable for three (3) years after the date as of which benefits commence under the LTD or, if earlier, the expiration date of the stock options. For the periods that you so along as receive compensation and benefits under the amount of STD and LTD programs, the compensation and benefits provided under such coverage that it continues to provide, programs and the amount compensation provided under this paragraph 7 are in lieu of Salary, Deferred Compensation and Bonus under paragraphs 3(a), (b) and (c) for such coverage periods. In the event that you thereafter become able to substantially perform your duties, your employment will be terminated pursuant to paragraph 8(c) and you will be entitled to receive, after such termination of your employment, the compensation and benefits ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ July 1, 2004 provided in paragraphs 8(d)(i) through (iv) and, to you from a third party employer at the employer’s expenseextent applicable, aggregates at least the amount set forth in paragraph 6(b8(d)(vii).

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 days during any 270 day period, the Board, at any time after such disability has continued for 60 consecutive days, may determine that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first 26 weeks of consecutive absence, which will be equal to your Salary, and the amount of such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following: (i) Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(i9(d)(i)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable until the applicable date set forth in paragraph 4(a)(v); (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs PRSUs will vest at the target level and be settled as promptly as administratively practicable after your termination date; and (vi) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b5(b) until the end of the Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at the employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so along as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at the employer’s expense, aggregates at least the amount set forth in paragraph 6(b5(b).

Incapacity. a. In the event you become totally medically disabled and you will cannot be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 days any time during any 270 day periodthe Employment Term, the Board, Board of Directors may at any time after such disability has continued for 60 ninety (90) consecutive days require Studio to give you written notice that it intends, subject to applicable state and federal law, to suspend this Agreement. Upon receipt of such notice, prior to any suspension hereunder, you shall be entitled to an expedited arbitration to determine whether or not you are medically disabled and have been disabled for at least ninety (90) consecutive days, may determine that Employer requires such duties and responsibilities be performed by another executive. In the event provided that you become “disabled” request such arbitration within the meaning ten (10) business days of receipt of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) programnotice from Studio. If you do not so request such an arbitration, or if the arbitrator rules that you are so disabled, you shall be placed on a “medical payroll”. You will first receive benefits under the STD program remain employed for the first 26 twenty-six (26) weeks of consecutive absenceabsence commencing at the end of the later of the ten (10) day period or upon the conclusion of the arbitration. Thereafter, which if you are not able to resume your duties hereunder, your employment will be equal to your Salary, and the amount terminated. b. Upon termination of such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreement. Thereafteremployment as provided in Paragraph 9.a, you will be eligible entitled to retain all grants of equity-based compensation made to you on or prior to the date of termination and to receive benefits under the LTD program in accordance with its terms. For purposes and retain any approved grants of this Agreement, equity-based compensation (or substituted Cash Payment) for which you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD programbut which have not been made, and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you but will also not be entitled to receive any additional grants of equity-based compensation thereafter. Unless otherwise specified in the following: Plan or in the agreement evidencing the grant, after termination of employment your grants of equity-based compensation will be determined as follows. With respect to grants having performance-based vesting criteria, your rights to receive or exercise the awards provided by the grants will be determined after the end of the performance period, if any, specified in the grant, subject to the applicable performance criteria, if any, as if you had continued to remain employed with Studio throughout such performance period. With respect to grants having time-based vesting criteria, your rights to receive or exercise the awards provided by the grants will be determined promptly following your termination of employment. You will be entitled to receive or exercise a ratable portion of the amount of each award determined in the preceding two sentences, calculated by multiplying such amount by a fraction, the numerator of which is the sum of (i) Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(i)); (ii) Employer will pay you a prorated Bonus for the year actual period of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed service through the date of your termination plus (ii) one (1) year (but in no event will the numerator exceed the denominator) and the denominator of employment; which is the total performance period (iiifor grants having performance-based vesting criteria) or the total vesting period (for grants having time-based vesting criteria) specified in the grant. To avoid any double-counting, any part of any equity-based compensation award that has vested in accordance with the terms of the applicable award agreement shall be credited against any part of such award that you shall be entitled to receive or exercise pursuant to the determination set forth in the preceding sentence. The balance of such awards will be forfeited. Subject to this Paragraph 9.b and to the other terms and conditions of the grants, all of your outstanding unvested Employer stock options will vest, Options and all such options and all of your outstanding options that have previously vested any similar equity-based awards will remain exercisable until for the applicable date set forth in paragraph 4(a)(v); (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs will vest and be settled as promptly as administratively practicable after your termination date; and (vi) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) until the end remaining term of the Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at the employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so along as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at the employer’s expense, aggregates at least the amount set forth in paragraph 6(b)grant.

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 days during any 270 day period, the Board, at any time after such disability has continued for 60 consecutive days, may determine determine, provided such determination is made while the disability is still in effect, that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first 26 weeks of consecutive absenceabsence in accordance with such program, which will be equal to your Salary, and the amount of such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, or, if you do not become eligible to receive benefits under the LTD program, on the date following the sixth consecutive month in which you have not been able to substantially perform your duties hereunder (“Disability Termination Date”), and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt your Disability Termination Date, your benefits will be the following in accordance with the payment provisions set forth in paragraph 10(d)(iii) and subject to the provisions of benefits under the LTD program, you will also be entitled to receive the following:paragraph 10(d)(v): (i) Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(i10(d)(ii)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable until for the greater of three years and the period provided for under the terms of the applicable date set forth award agreement, but in paragraph 4(a)(v)no event beyond their normal expiration date; (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs will outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and and, subject to any prior deferral election, be settled as promptly as administratively practicable within ten (10) business days after your termination date; provided, that to the extent any such unvested and outstanding equity awards remain subject to performance-based vesting conditions on your termination date, such equity awards shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) and, subject to any prior deferral election, be settled within ten (10) business days thereafter; and (viv) Employer will continue to provide pay the same premium amounts it was paying at the time of your termination in connection with providing you with life insurance coverage as set forth in paragraph 6(b) 5(b). Such payments of premiums will continue until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage as the coverage that was in effect at the time of your termination, from a third party employer at the such employer’s expense; provided, however, that Employer may decrease the amount of premiums it pays towards life insurance coverage it provides you so along long as the amount of such coverage that it continues to provide, and combined with the amount of such coverage provided to you from a third party employer at the such employer’s expense, aggregates at least the amount of coverage that was in effect for you at the time of your termination as a result of Employer’s obligations as set forth in paragraph 6(b5(b).

Incapacity. In 9.1 The Executive shall from time to time at the event you become totally medically disabled request and you will not be able expense of the Company submit to substantially perform your duties medical examinations and tests by a medical practitioner nominated by the Company to help determine his fitness for at least six (6) consecutive months continued employment or a total of 180 days during in connection with any 270 day periodbenefits provided in connection with his employment, the Boardresults of which shall, subject to the provisions of the Access to Medical Reports Act 1988 (as applicable), be disclosed to the Company. 9.2 If the Executive is absent from and unable to perform his duties as a result of his incapacity for a period of 7 days or more he will produce medical certificates to the Company in respect of his absence. 9.3 Subject to Clause 9.4, if the Executive shall be absent from and unable properly to perform his duties owing to his incapacity, the Executive shall be entitled to full salary and benefits excluding any bonus or commission for up to 16 weeks of such absence in any rolling period of 12 consecutive months. For the avoidance of doubt, such entitlement shall be limited to each rolling 12-month period. Payment (if any) in respect of any further period of absence shall be at the discretion of the Company. 9.4 The Executive’s entitlement under Clause 9.3 shall cease if at any time after such disability has continued for 60 consecutive days, may determine that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first 26 weeks of consecutive absence, which will be equal to your Salary, and the amount of such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be Executive becomes eligible to receive benefits under any permanent health insurance scheme or any other such scheme in respect of which the LTD program Company or any Group Company pays or has paid premiums on behalf of the Executive, in which case the Company shall have no further obligation to the Executive under this Clause. 9.5 During any period of absence referred to in Clause 9.2, the Board shall be entitled at any time to appoint a further Executive Director or employee to perform the Executive’s duties and to exercise his powers. Following the conclusion of any such period of absence, such further Executive Director or employee shall only continue in that role for as long as is deemed necessary by the Board for the adequate handover of the Executive’s duties back to the Executive. 9.6 The Company shall pay the Executive all sums payable by way of statutory sick pay in accordance with its terms. For purposes the legislation in force at the time of this Agreement, you will absence and any remuneration paid under Clause 9.3 shall be considered deemed to have experienced be inclusive of statutory sick pay. 9.7 The Executive shall promptly inform the Company if his inability to perform his duties results from incapacity caused by a termination of employment with Employer as third party and for which compensation is or may be recoverable by or on behalf of the date you first become eligible to receive benefits Executive. In that event, any payments made under the LTD program, and until that time you Clause 9.3 shall be treated for all purposes as being made to the Executive by way of this Agreement loan and shall be recoverable by the Company. The Executive will keep the Board regularly informed of the progress of any action which he takes against such third party, provide such information as an active employee the Board may from time to time reasonably require and will immediately notify the Board in writing of Employerany compromise, settlement, award or judgment in connection with the claim. Upon receipt At the Board’s request, the Executive will refund to the Company the lesser of benefits under the LTD program, you will also be entitled to receive the following: (i) Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(i)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus amount recovered by him and the number aggregate cost of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, payments and all such options and all of your outstanding options that have previously vested will remain exercisable until the applicable date set forth in paragraph 4(a)(v); (iv) the number of Shares to which you are entitled benefits provided under Clause 9.3 in respect of your outstanding awards such period of PSUs will absence. Any such payment under this Clause shall be determined as provided subject to the maximum aggregate sum permitted to be lent by the Company to the Executive under the restrictions contained in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs will vest and be settled as promptly as administratively practicable after your termination date; and (vi) Employer will continue the Companies A▇▇ ▇▇▇▇ relating to provide you with life insurance coverage as set forth in paragraph 6(b) until the end of the Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at the employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so along as the amount of such coverage that it continues loans made to provide, and the amount of such coverage provided to you from a third party employer at the employer’s expense, aggregates at least the amount set forth in paragraph 6(b)directors.

Incapacity. In If, in the event you become totally medically disabled reasonable judgment of the President and you will not be able Chief Operating Officer, as a result of the Employee’s incapacity due to substantially perform your physical or mental illness, the Employee shall have been absent from his full-time duties as described hereunder for at least the entire period of six (6) consecutive months or a total of 180 days during any 270 day period("Incapacity"), the Board, Employee’s employment shall terminate at any time after such disability has continued for 60 consecutive days, may determine that Employer requires such duties and responsibilities be performed by another executivethe end of the six (6)-month period. In such event, upon the event that you become “disabled” within Termination Date, the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under Company shall pay to the STD program for the first 26 weeks of consecutive absence, which will be Employee a lump sum payment equal to your Salary, and the amount of such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under (at the LTD program rate in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer effect as of the date you first become eligible to receive benefits under Termination Date) payable during the LTD program, and until that time you period from the Termination Date through the Expiration Date. The lump sum payment shall be treated for all purposes of this Agreement as an active employee of Employermade within sixty (60) days following the Termination Date, provided that prior to the payment date the Employee signs a waiver and release agreement in the form provided by the Company and such waiver and release becomes effective and irrevocable in its entirety prior to such date. Upon receipt of benefits under If the LTD program, you will also be entitled waiver and release does not become effective and irrevocable on or prior to receive the following: (i) Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(i)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable until the applicable payment date set forth in paragraph 4(a)(vthe preceding sentence, the Company shall have no further obligations pursuant to Sections 4(c) or 4(g); . The Company’s obligation to pay the Employee his Salary and benefits (ivto the extent not previously paid) shall terminate if the number Employee subsequently takes other employment to the extent of Shares the Employee’s salary and benefits from such subsequent employment. Any dispute between the President and Chief Operating Officer and the Employee with respect to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs will vest and the Employee’s Incapacity shall be settled as promptly as administratively practicable after your termination date; and (vi) Employer will continue by reference to provide you with life insurance coverage as set forth in paragraph 6(b) until a competent medical authority mutually agreed to by the end of the Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at the employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so along as the amount of such coverage that it continues to provide, President and Chief Operating Officer and the amount of such coverage provided to you from a third party employer at the employer’s expenseEmployee, aggregates at least the amount set forth in paragraph 6(b)whose decision shall be binding on all parties.

Incapacity. a. In the event you become totally “medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 days during any 270 day period, the Board, disabled” at any time after such disability has continued for 60 consecutive daysduring the Employment Term, the Board of Directors may determine require Studio to give you written notice that Employer requires such duties it intends, subject to applicable state and responsibilities be performed by another executivefederal law, to suspend this Agreement. In the event that you become “disabled” within the meaning Upon receipt of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) programnotice, you shall be placed on a “medical payroll,” meaning you will first receive benefits under the STD program remain employed for the first 26 twenty-six (26) weeks of consecutive absence, which will be equal to your Salary, and the amount absence commencing upon receipt of such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreementnotice. Thereafter, if you are not able to resume your duties hereunder, your employment will be eligible to receive benefits under the LTD program in accordance with its termsterminated. For purposes of this Agreement, the term “medically disabled” shall mean your inability, to perform a material portion of your duties for 90 consecutive days as a result of incapacity due to a mental or physical condition, which is determined to be total and permanent by a board-certified physician selected by you will and Studio, and the determination of such physician shall be considered to have experienced a binding upon you and Studio. b. Upon termination of employment as provided in Paragraph 9.a, you shall remain entitled to receive (i) for a period commencing on the termination of your employment by Studio and ending on the expiration of the Employment Term, payments at a rate equal to 50% of your rate of base salary, and such payments will be payable in accordance with Employer Studio’s regular payroll practices applicable to similarly situated active employees, (ii) 100% of all medical, dental, life insurance and other benefits (excluding disability coverage, “Continued Benefits”) for the remainder of the then current Employment Term, and (iii) to retain all grants of equity-based compensation made to you on or prior to the date of termination, but will not be entitled to receive any grants of equity-based compensation thereafter. Except as specifically permitted by Section 409A, the Continued Benefits provided to you during any calendar year will not affect the Continued Benefits to be provided to you in any other calendar year. Unless otherwise specified in the Plan or in the agreement evidencing the grant, in each case as of the date you first become of the grant, after termination of employment pursuant to Paragraph 9.a, your grants of equity-based compensation will be determined as follows. With respect to grants having performance-based vesting criteria, the amount of such award that is eligible to receive benefits under vest will be determined after the LTD programend of the performance period specified in the grant, or satisfaction of such other criteria pursuant to the Plan, subject to the applicable performance or other criteria, as if you had continued to remain employed with Studio throughout such performance period. With respect to grants having time-based vesting criteria, the full amount of such award will be eligible to vest. Vesting will be determined promptly following termination of employment. A ratable portion of the amount of each award that is eligible to vest will become vested by multiplying such amount by a fraction, the numerator of which is the sum of (i) your actual period of service in months through the date of termination plus (ii) 50% of the remaining Employment Term in months determined as of the date of termination (but in no event will the numerator exceed the denominator), and until the denominator of which is the total performance period in months (for grants having performance-based vesting criteria) or the total vesting period in months (for grants having time-based vesting criteria) specified in the grant. To avoid any double-counting, any part of any equity-based compensation award that time has vested in accordance with the terms of the applicable award agreement shall be credited against any part of such award that you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive or exercise pursuant to the following: (i) Employer determination set forth in the preceding sentence. The balance of such awards will pay your Accrued Compensation be forfeited. Subject to this Paragraph 9.b and Benefits (as defined below in paragraph 10(d)(i)); (ii) Employer to the other terms and conditions of the grants, all Options, stock appreciation rights and any similar equity-based awards will pay you a prorated Bonus remain exercisable for the year remaining term of your termination the grant. In the case of employment restricted stock units that are subject to performance-based vesting criteria, except as otherwise set forth in Paragraph 27, such awards will be settled on your Target Bonus and the number of calendar days of such year elapsed through seventieth (70th) day after the date that such awards become vested. In the case of restricted stock units that are subject to time-based vesting criteria, such awards will be settled within thirty (30) days following your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable until the applicable date set forth in paragraph 4(a)(v); (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested Target PRSU Awards and Matching RSUs will vest and be settled as promptly as administratively practicable after your termination date; and (vi) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) until the end of the Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at the employer’s expense; provided, however, that Employer may decrease in the amount case of life insurance coverage it provides any restricted stock units that constitute deferred compensation (within the meaning of Section 409A), unless you so along as are disabled (within the amount meaning of Section 409A), then even though your rights to payment with respect to such coverage that it continues restricted stock units will become vested pursuant to provide, this Paragraph 9.b and the amount of such coverage provided payment will be determined as of the date your employment terminates pursuant to this Section 9.b, such amount will not be paid to you from a third party employer at until the employer’s expense, aggregates at least the amount set forth in paragraph 6(b).earliest time permitted under Section 409A.

Incapacity. a. In the event you become totally “medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 days during any 270 day period, the Board, disabled” at any time after such disability has continued for 60 consecutive daysduring the Employment Term, the Board of Directors may determine require Studio to give you written notice that Employer requires such duties it intends, subject to applicable state and responsibilities be performed by another executivefederal law, to suspend this Agreement. In the event that you become “disabled” within the meaning Upon receipt of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) programnotice, you shall be placed on a “medical payroll,” meaning you will first receive benefits under the STD program remain employed for the first 26 twenty-six (26) weeks of consecutive absence, which will be equal to your Salary, and the amount absence commencing upon receipt of such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreementnotice. Thereafter, if you are not able to resume your duties hereunder, the Employment Term will be eligible to receive benefits under the LTD program in accordance with its termsterminated. For purposes of this Agreement, the term “medically disabled” shall mean your inability to perform a material portion of your duties for 90 consecutive days as a result of incapacity due to a mental or physical condition, which is determined to be total and permanent by a board-certified physician selected by you and Studio, and the determination of such physician shall be binding upon you and Studio. (i) Upon termination of the Employment Term as provided in Paragraph 9.a, you shall remain entitled to receive (A) for a period commencing on the termination of the Employment Term by Studio and ending on the Expiration Date, payments at a rate equal to 50% of your rate of Base Salary, and such payments will be payable in accordance with Studio’s regular payroll practices applicable to similarly situated active employees, (B) 100% of all medical, dental, life insurance and other benefits (excluding disability insurance, “Continued Benefits”) through the Expiration Date (provided, however, that nothing in this sentence is intended to discontinue any short-term or long-term disability insurance benefits you are receiving or may become eligible to receive as a result of the disability resulting in termination of the Employment Term pursuant to this Paragraph 9) and (C) all grants of equity-based compensation made to you on or prior to the date of termination, but you will not be considered entitled to have experienced receive any grants of equity-based compensation thereafter. Except as specifically permitted by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder as in effect from time to time (collectively, hereinafter, “Section 409A”), the Continued Benefits provided to you during any calendar year will not affect the Continued Benefits to be provided to you in any other calendar year, and the right to such Continued Benefits cannot be liquidated or exchanged for any other benefit. Whenever compensation is payable to you hereunder, during or with respect to a termination time when you are partially or totally disabled and such disability (except for the provisions hereof) would entitle you to disability income or to salary continuation payments from Studio according to the terms of employment with Employer any plan now or hereafter provided by Studio or according to any policy of Studio in effect at the time of such disability, the compensation payable to you hereunder shall be offset on a dollar-for-dollar basis by any such disability income or salary continuation and shall not be in addition thereto. If disability income is payable directly to you by an insurance company under an insurance policy paid for by Studio, the compensation payable to you hereunder shall be reduced on a dollar-for-dollar basis by the amounts paid to you by said insurance company and shall not be in addition thereto. (ii) Unless otherwise specified in the Plan or in the agreement evidencing the grant, in each case as of the date you first become of the grant, after termination of the Employment Term pursuant to Paragraph 9.a, your grants of equity-based compensation will be determined as follows. With respect to grants having performance-based vesting criteria, the amount of such award that is eligible to receive benefits under vest will be determined after the LTD programend of the performance period specified in the grant, or satisfaction of such other criteria pursuant to the Plan, subject to the applicable performance or other criteria (but, for the avoidance of doubt, not the service requirements), as if you had continued to remain employed with Studio throughout such performance period (subject to the proration formula set forth in this Paragraph 9.b). With respect to grants having time-based vesting criteria, the full amount of such award will be eligible to vest to the extent provided herein. Vesting will be determined promptly following termination of the Employment Term. A ratable portion of the amount of each award that is eligible to vest will become vested by multiplying such amount by a fraction, the numerator of which is the sum of (A) your actual period of service in months through the date of termination plus (B) 50% of the remaining period through the Expiration Date in months determined as of the date of termination (but in no event will the numerator exceed the denominator), and until the denominator of which is the total performance period in months (for grants having performance-based vesting criteria) or the total vesting period in months (for grants having time-based vesting criteria) specified in the grant. To avoid any double-counting, any part of any equity-based compensation award that time has vested in accordance with the terms of the applicable award agreement shall be credited against any part of such award that you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive or exercise pursuant to the following: (i) Employer will pay your Accrued Compensation and Benefits (as defined below determination set forth in paragraph 10(d)(i)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days preceding sentence. The balance of such year elapsed through awards will be forfeited. Subject to this Paragraph 9.b and to the date other terms and conditions of your termination of employment; (iii) the grants, all of your outstanding unvested Employer stock options will vestOptions, SARs and all such options and all of your outstanding options that have previously vested any similar equity-based awards will remain exercisable until for the remaining term of the grant (subject to termination in the event of a corporate transaction, to the extent permitted by the applicable date Plan). With respect to restricted stock units that are subject to performance-based vesting criteria, except as otherwise set forth in paragraph 4(a)(v); (iv) the number of Shares to which you are entitled in respect of your outstanding Paragraph 26, such awards of PSUs will be determined as provided in paragraph 4(bsettled on the seventieth (70th) for Qualifying Terminationsday after the date that such awards become vested. In the case of restricted stock units that are subject to time-based vesting criteria, and all Shares delivered upon settlement of PSUs such awards will be considered vested; settled within thirty (v30) all of your unvested Target PRSU Awards and Matching RSUs will vest and be settled as promptly as administratively practicable after your days following termination date; and (vi) Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) until the end of the Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at the employer’s expenseTerm; provided, however, that Employer may decrease in the amount case of life insurance coverage it provides any restricted stock units that constitute deferred compensation (within the meaning of Section 409A), unless you so along as are disabled (within the amount meaning of Section 409A), then even though your rights to payment with respect to such coverage that it continues restricted stock units will become vested pursuant to provide, this Paragraph 9.b and the amount of such coverage provided payment will be determined as of the date the Employment Term terminates pursuant to this Paragraph 9.b, such amount will not be paid to you from a third party employer at until the employer’s expense, aggregates at least the amount set forth in paragraph 6(b).earliest time permitted under Section 409A.