Section # Changes in Name, Jurisdiction of Organization, Etc. On the date hereof, such Grantor’s type of organization, jurisdiction of organization, legal name, Federal Taxpayer Identification Number, and chief executive office or principal place of business are indicated next to its name in [Schedule 4] hereof. [Schedule 4] also lists all of such Grantor’s jurisdictions of and types of organization, legal names and locations of chief executive office or principal place of business at any time during the four months preceding the date hereof, if different from those referred to in the preceding sentence.

Position. During the Employment Period, Executive shall serve as the Chief Financial Officer of the Company and, at the Board’s request but without additional compensation therefor, as an executive or director of any other member of the Company Group and, in such capacity, shall have the duties, responsibilities and authority that are normally associated with such office, subject to the direction and supervision of the Chief Executive Officer. Upon termination of employment hereunder for any or no reason, Executive will resign from each such position or office and will sign such documentation as reasonably necessary to effectuate such resignation, and in the event Executive fails to sign such documentation Executive hereby appoints each member of the Board (other than Executive, as applicable) as attorney-in-fact for such limited purpose of effecting such resignation.

Executive. The parties hereto agree that Executive is obligated under this Agreement to render personal services of a special, unique, unusual, extraordinary and intellectual character, thereby giving this Agreement special value. Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void; provided, however, that if Executive shall die, all amounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive’s estate.

Section # Maintenance of Office. The [[Organization A:Organization]] will maintain its chief executive office at 700 Universe Boulevard, Juno Beach, Florida 33408‑8801, or at such other place in the United States of America as the [[Organization A:Organization]] shall designate by Notice to the [[Organization B:Organization]], in accordance with Section 9.02.

“Material Real Property” shall mean the chief executive office of a Grantor or the location at which # such Grantor’s books and records or # Collateral with a fair market value in excess of $500,000 is kept.

The undersigned as Secretary of ​, ​, hereby certifies that [[Person C:Person]] is the duly elected, appointed, qualified and acting Chief Executive Office of ​ and that the signature appearing above is his genuine signature.

Location of Books and Records. The location where [[Organization C:Organization]] keeps its books and records, including all computer tapes, computer systems and storage media and records related to the Repurchase Assets is its chief executive office.

Dauman irrevocably resigns, as of the Effective Date, as President and Chief Executive Officer of Viacom and from all other positions of authority with Viacom or any Viacom subsidiary; provided, however, that Dauman shall continue to serve as a director and non-executive Chairman of Viacom through the earlier of:

The Program shall be administered by the Office of the Executive Vice President, Chief Administrative Officer (“Administrator”). The Administrator shall have authority, subject to the provisions of the Program, to prescribe procedures and guidelines relating to the Program.

#[[Mr. Roberts:Person]] no longer holds the office as Chief Executive Officer of the Company, or no longer is a member of the Board of Directors, or his functions and/or duties under Section 2(a) are materially diminished; and