Severance Payment. As contemplated by Paragraph 9(d)(ii)(c) of the PD Employment Agreement, and subject to Dauman’s execution and non-revocation of the First Dauman Release, Dauman shall be entitled to a Severance Payment of ​. ​ of the Severance Payment shall be payable on the Release Date (as defined in the First Dauman Release) and the remaining ​ of the Severance Payment will be paid in accordance with Viacom’s regular payroll practices over a period of approximately 29 months following the Release Date. Notwithstanding the foregoing, as contemplated by and in accordance with Paragraph 9(d)(iii) of the PD Employment Agreement, if Dauman materially breaches the non-compete covenant or the no-solicitation covenant set forth in Paragraphs 7(a) and (b) of the PD Employment Agreement and has not cured such breach (if curable) within thirty (30) days following his receipt of notice from Viacom that such breach has occurred, Dauman’s entitlement to any portion of the Severance Payment that has not then been made will cease.

Severance Payment. ​ agrees to provide Employee with a severance payment equal to six (6) months of Employee’s base compensation, two hundred thirty-seven thousand, ​, less all appropriate federal and state income and employment taxes (“Severance Payment”), an amount to which Employee is not otherwise entitled. The Severance Payment will be paid out in a lump sum within ten (10) business days following the Separation Date.

SEVERANCE PAYMENT. [Section 6(b)(iii)] of the Employment Agreement is amended and restated in its entirety to read:

Severance Payment. Subject to the Executive signing and not revoking a release of claims in a form prescribed by the Corporation and the Executive remaining in strict compliance with the terms of this Agreement and any other written agreements between the Corporation and the Executive, the Executive shall be entitled to receive the following amount as severance pay, subject to such amount being reduced as provided below (referred to in this [Section 6(b)(iii)] as the “Severance Payment”): # an amount equal to two times the Executive’s Base Salary as of the Date of Termination, payable in substantially equal installments in accordance with the Corporation’s normal payroll policies commencing on the Date of Termination and continuing for twenty-four (24) consecutive months, plus # an amount equal to the Bonus the Executive would have otherwise been paid for the fiscal year in which the Date of Termination occurs had the Executive remained employed by the Corporation through the payment date of any such Bonus, payable at the same time as bonuses are paid to other then-current senior executive officers of the Corporation under the then-applicable Short Term Plan for the fiscal year in which the Date of Termination occurs.

Severance Payment. ​ will pay to Employee a severance payment equal to two times the sum of # Employee’s annual base salary (at the rate in effect immediately before the Employment Termination Date) plus # Employee’s annual target incentive bonus in effect on the Employment Termination Date. Unless this payment must be postponed by reason of Section 409A of the Internal Revenue Code (as provided in [Exhibit A] to this Agreement), ​ will pay this amount to Employee within five business days of the Termination Date.

Cash Severance Compensation. Notwithstanding anything to the contrary elsewhere in this Agreement, Executive shall be entitled to receive a dollar amount equal to the sum of Executive’s then current base salary plus the average of the annual performance bonus (consisting of both cash and other incentive compensation, but excluding the Company match of any deferred compensation) provided to her with respect to the three (3) fiscal years of the Company immediately preceding the fiscal year of termination, for the greater of two (2) years or the period of time remaining in the Term. This element of Severance Compensation shall be payable in equal installments on the normal pay dates following Executive’s separation from service with the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (such Section and regulations are sometimes referred to in this Agreement as “[Section 409A]”). If, as of the date of the Executive’s separation from service, stock of the Company or a holding company or other parent entity with respect to the Company is publicly traded on an established securities market or otherwise, and if necessary to comply with Section 409A, payments otherwise due during the six (6)-month period following her separation from service shall be suspended and paid in a lump sum upon completion of such six (6)-month period, at which time the balance of the payments shall commence in installments as described in the preceding sentence. Payments shall be subject to deduction for such tax withholdings as Company may be obligated to make;

Severance Payment/Change in Control Severance Payment. (a) The Severance Payment, less applicable taxes, will be paid in equal installments over a period of twelve (12) months after the date of termination of this Agreement as a result of a termination without Cause or a termination for Good Reason in accordance with the Company’s regular payroll practices, commencing no later than sixty (60) days after the date of termination, and the Change in Control Severance Payment, less applicable taxes, will be paid in equal installments over a period of twenty-four (24) months after the date of termination of this Agreement as a result of a termination without Cause or a termination for Good Reason within six months prior to or within 12 months following the occurrence of a Change in Control in accordance with the Company’s regular payroll practices, commencing no later than sixty (60) days after the date of termination.

Payment of Severance. No compensation shall be payable under this Agreement unless and until # there shall have been a Change in Control of the Company while the Executive is still an employee of the Company and # the Executive is no longer an employee of the Company as a result of a termination by the Company other than pursuant to [Sections 3(b), 3(c) or 3(d)])])] hereof or by the Executive for Good Reason; provided, however, that notwithstanding anything in this Agreement to the contrary, if a Change in Control of the Company occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change in Control of the Company occurs, and if there is a reasonable basis that such termination of employment # was at the request of a third party that has taken steps reasonably calculated to effect a Change in Control of the Company or # otherwise arose in connection with or anticipation of a Change in Control of the Company, then such termination of employment shall be treated as a termination of the Executive’s employment following a Change in Control of the Company.

As severance pay, and in lieu of any other compensation for periods subsequent to the Termination Date, a single lump sum cash payment (the “Severance Amount”) equal to the amount set forth in paragraph # on [Schedule A].

Amount of Regular Severance Benefits. If a Participant’s employment is terminated in circumstances entitling him or her to Regular Severance Benefits as provided in [Section 4.2], then, subject to Articles 5 and 6: