Performance Cash Grant. The Company hereby grants Holder the right to earn and vest in up to a maximum of ​ (the “Performance Cash”). On the Delivery Date, the Performance Cash entitles the Holder to receive a lump sum payment of cash equal to the amount of Earned Performance Cash up to and including the amount of Maximum Performance Cash.

You will participate in the Company’s Long-Term Incentive Plan (“LTIP”) performance cycle for fiscal 2015-2017, and in addition to the LTIP award you were granted in December 1, 2014 with respect to the fiscal 2015-2017 performance cycle, you will receive a grant on August 1, 2015 of additional LTIP awards for the fiscal 2015-2017 performance cycle with an aggregate target award opportunity of $1,700,000, provided that you continue to be employed by the Company as Chief Executive Officer and President on the grant date. The LTIP awards will be composed of # performance share units with a grant date cash value of $1,190,000 subject to the achievement of the same performance objectives over the three-year performance period for the fiscal 2015-2017 performance cycle as apply to your December 1, 2014 grant of performance share units, which will be subject to the terms of a Performance Share Unit Agreement in the form previously approved by the Compensation and Management Development Committee (the “Committee”) and the LTIP and will vest on August 1, 2018, provided that you are still employed by the Company or a subsidiary or affiliate of the Company on that date and # restricted share units with a grant date cash value of $510,000, which will be subject to the terms of a Restricted Share Unit Agreement in the form previously approved by the Committee and the LTIP and will vest on August 1, 2018, provided that you are still employed by the Company or a subsidiary or affiliate of the Company on that date.

Subject to the terms and conditions of this Grant Agreement and of the Plan, the Company hereby grants to the Employee PARSUs together with dividend equivalent units, as set forth below.

10.2Initial Value of Performance Shares and Performance Units. Unless otherwise provided by the Committee in granting a Performance Award, each Performance Share shall have an initial monetary value equal to the Fair Market Value of one share of Stock, subject to adjustment as provided in [Section 4.3], on the effective date of grant of the Performance Share, and each Performance Unit shall have an initial monetary value established by the Committee at the time of grant. The final value payable to the Participant in settlement of a Performance Award will depend on the extent to which Performance Goals established by the Committee are attained within the applicable Performance Period established by the Committee.

Subject to [Section 5.3] and Article 6, Performance Share Units shall expire at the end of the third calendar year following the Grant Date (including the calendar year that includes the Grant Date). Each Unit shall terminate and be cancelled on such expiry date.

Performance Shares and Performance Units. An Award of Performance Shares or Performance Units under the Plan shall entitle the Participant to future payments or Shares or a combination thereof based upon the level of achievement with respect to one or more pre-established performance criteria established for one or more Performance Periods. The Performance Period over which Performance Shares or Performance Units are earned shall not be less than one year nor more than five years as specified by the Committee.

Award of Performance Stock Units. The Company hereby confirms the grant to you, as of the Grant Date and subject to the terms and conditions of this Agreement and the Plan, of an award of Performance Stock Units (the “Units”) in an amount initially equal to the Target Number of Performance Stock Units specified on the cover page of this Agreement. The number of Units that may actually be earned and become eligible to vest pursuant to this Award can be between 0% and 200% of the Target Number of Performance Stock Units, but may not exceed the Maximum Number of Performance Stock Units specified on the cover page of this Agreement. Each Unit that is earned as a result of the performance goals specified in [Exhibit 1] to this Agreement having been satisfied and which thereafter vests represents the right to receive one share of the Company’s common stock (each, a “Share”). Prior to their settlement or forfeiture in accordance with the terms of this Agreement, the Units granted to you will be credited to a performance stock unit account in your name maintained by the Company. This account will be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured contingent obligation of the Company.

Section #1Grant of Performance Share Units. Paramount Global, a Delaware corporation (f/k/a ViacomCBS Inc., the “Company”), has awarded the Participant Performance Share Units (the “Performance Share Units” or “PSUs”) under the ViacomCBS Inc. 2009 Long-Term Incentive Plan, as amended from time to time (the “Plan”). The PSUs have been awarded to the Participant subject to the terms and conditions contained in # the certificate for the grant of PSUs, dated ​, that was previously delivered to the Participant (the “Performance Share Units Certificate” or the “Certificate”), # the terms and conditions contained herein and # the Plan, the terms of which are hereby incorporated by reference (the items listed in [(A), (B), and (C)])], collectively, the “Terms and Conditions”). A copy of the Plan and the Prospectus dated ​ has been or will be made available to the Participant on the Morgan Stanley (or its successor’s) website or has been attached hereto.

“Performance Award” shall mean any Award of Performance Cash or Performance Share Units granted pursuant to [Article 9].

“Award” means, individually or collectively, a grant under the Plan of Notes, Options, SARs, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, Other Stock-Based Awards, or Performance Cash Awards.