Accrued Compensation and Benefits. As contemplated in Paragraph 9(d)(ii)(a) of the PD Employment Agreement, Viacom shall promptly pay to Dauman, on the first regularly scheduled payroll date following the Effective Date, the following accrued compensation:

Accrued Compensation. The Company will pay Executive all accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to Executive under any Company-provided plans, policies, and arrangements.

Accrued Compensation. All compensation due the Employee under this Agreement and under each plan or program of the Corporation in which he may be participating at the time shall cease to accrue as of the date of such termination, except # as specifically provided in this Agreement or # in the case of any such plan or program, if and to the extent otherwise provided in the terms of such plan or program or by applicable law. All such compensation accrued as of the date of such termination but not previously paid shall be paid to the Employee at the time such payment otherwise would be due.

In the event you are terminated by the Company without Cause or resign for Good Reason (as defined below), # you shall be entitled to (1) (a) if such termination occurs in the first twelve (12) months of your employment, a guaranty of your base salary for such period (payable in equal installments over the remaining portion of such twelve (12) month period) plus a cash severance payment equivalent to twelve (12) months of base salary (payable in equal installments over a twelve (12) month period) and # if such termination occurs after the first twelve (12) months of your employment, a cash severance payment equivalent to twelve (12) months (payable in equal installments over a twelve (12) month period), # a prorated Annual Bonus for the year of termination (based on performance of the Company for the full year in

Compensation and Benefits During Employment. ​ will provide the following compensation and benefits to Executive:

Continuation of Compensation and Benefits. For a one (1)-year period following the Closing, Buyer shall provide, or shall cause to be provided, compensation (including salary, cash bonus, commissions and other incentives) and benefits to each Continuing Employee that are substantially comparable, in the aggregate, to the compensation and benefits provided to similarly situated employees of Buyer during such period; provided that the annual base pay provided to each Continuing Employee during such one (1)-year period shall be no less than the annual base pay provided by Seller to such Continuing Employee immediately prior to the Closing. Neither Buyer nor any of its Affiliates shall have any responsibility for any bonuses or incentive payments payable under the Seller Benefit Plans or payable with respect to any period prior to the Closing.

COMPENSATION, BENEFITS AND EXPENSE REIMBURSEMENTS. As compensation for the Employee’s services performed as an officer and employee of the Corporation, the Corporation shall pay or provide to the Employee the following compensation, benefits and expense reimbursements during the Employment Period:

Accrued and Unpaid Salary and Benefits; Severance. Upon termination of Executive’s employment with the Company for any reason, the Company shall pay to Executive (or in the event of Executive’s death, Executive’s Beneficiary), in accordance with the Company’s payroll Policies and practices as then in effect, all accrued and unpaid installments of the Annual Base Salary up to the Date of Termination and any benefits due to Executive up to and as of the Date of Termination under the Company’s then existing employee benefit plans, policies or programs in which Executive participates (collectively, the “Accrued Obligations”). In addition to the Accrued Obligations, in the event that Executive’s employment is terminated without Cause by the Company, if Executive signs a severance agreement and general release of claims in a form customary and satisfactory to Company which the Company shall offer to the Executive, Company will compensate the Executive with a severance package consisting of # the greater of # Executive’s current Annual Base Salary for six (6) months or # the amount that would be provided by the severance guidelines that are prevailing at the time of termination base on the Executive’s location; # a pro-rata portion of the current year’s Bonus; and # accelerated vesting of any RSUs (“Severance Package”).

Other than benefits accrued under the Company’s benefit plans through the Termination Date, Employee shall not receive any other compensation from the Company nor shall he participate in or receive benefits under any of the Company’s employee fringe benefit programs or receive any other fringe benefits from the Company (including without limitation health, disability, life insurance, retirement, pension and profit sharing benefits).

In the event that an Executive’s employment with the Company is terminated by reason of a Change of Control Termination at any time, the Executive shall be entitled to, in lieu of any other severance compensation and benefits whatsoever, the following payments and benefits (subject to the terms and conditions of this Policy), in addition to payment of any accrued and unpaid wages, and accrued and unused vacation, in accordance with applicable law:

Compensation. Any compensation paid to Employee pursuant to the Agreement shall not be considered “Compensation” as defined in ​ Employee Savings Plan or “Earnings” as defined in ​ Pension Plan. Payments to Employee shall not be considered wages, salary or compensation under any other Company-sponsored employee benefit or compensation plan or program, unless the explicit terms of such plan or program provide otherwise.

As compensation for his services hereunder, the Company shall pay to Executive during the Term:

Compensation. Subject to the approval of the Company’s Board of Directors, Advisor will be granted a nonstatutory stock option under the Company’s 2014 Equity Incentive Plan to purchase up to 142,132 shares of the Company’s Common Stock. 1/24th of the aggregate number of shares subject to such option shall vest on the corresponding day of each month after July 30th 2014 subject to Advisor continuing to be a service provider to the Company through each such date. The option will be evidenced by and subject to all of the terms of the Company’s form of stock option agreement.