Viacom Inc. Executive Retention Plan for Section 16 Officers
FORM OF RELEASE
[Insert name and home address
except for executives whose agreements may become public,
in which case you should use their office address]
This General Release of all Claims (this Agreement) is entered into by [insert executives name] (the Executive) and Viacom Inc. (the Company), effective as of _____________________.
In consideration of the promises set forth in the letter agreement between the Executive and the Company, dated [insert date] (the Letter Agreement), the Executive and the Company agree as follows:
1. Return of Property. All Company files, access keys and codes, desk keys, ID badges, computers, records, manuals, electronic devices, computer programs, papers, electronically stored information or documents, telephones and credit cards, and any other property of the Company in the Executives possession must be returned no later than the date of the Executives termination from the Company. Notwithstanding the foregoing, you may retain your personal contacts, personal calendar and personal correspondence and any information reasonably needed by you for personal income tax preparation purposes.
2. General Release and Waiver of Claims.
a. Release. In consideration of the payments and benefits provided to the Executive under the Letter Agreement and after consultation with counsel, the Executive and each of the Executives respective heirs, executors, administrators, representatives, agents, insurers, successors and assigns (collectively, the Releasors) hereby irrevocably and unconditionally release and forever discharge the Company, its subsidiaries and affiliates and each of their respective officers, employees, directors, shareholders and agents (Releasees) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, Claims), including, without limitation, any Claims under any federal, state, local or foreign law, that the Releasors may have, or in the future may possess, arising out of (i) the Executives employment relationship with and service as an employee, officer or director of the Company, Viacom (as defined in the Letter Agreement) or any subsidiaries or affiliated companies and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof and relates to your employment with Viacom; provided, however, that the Executive does not release, discharge or waive any rights to (i) payments and benefits provided under the Letter Agreement that are contingent upon the execution by the Executive of this Agreement or otherwise expressly survive termination thereof, (ii) any rights as a stockholder of the Company, (iii) any rights to vested and accrued employee benefits and (iv) any indemnification rights the Executive may have in accordance with the Companys governance instruments or under any director and officer liability insurance maintained by the Company with respect to liabilities arising as a result of the Executives service as an officer and employee of the Company.