Nominating and Corporate Governance Committee. A Non-Employee Director serving as Chairperson of the Nominating and Corporate Governance Committee shall receive an additional annual retainer of ​ for such service. A Non-Employee Director serving as a member of the Nominating and Corporate Governance Committee (other than the Chairperson) shall receive an additional annual retainer of ​ for such service.

“Nominating and Corporate Governance Committee” means the Nominating and Corporate Governance Committee of the Board.

Corporate Governance and Nominating Committee

Nominating and Corporate Governance Committee Chair: ​

Annual retainer for Corporate Governance and Nominating

Annual Committee Member Service Retainer (not applicable to Committee Chairs):

All equity awards granted pursuant to this Policy will be subject to the terms and conditions of the Company’s 2022 Equity Incentive Plan, as amended, or any successor thereto (the “Plan”) and a Company-approved form of

The equity compensation set forth below will be granted under the Company’s 2021 Equity Incentive Plan (the “Plan”). All stock options granted under this policy will be nonstatutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying shares of the Company’s common stock (the “Common Stock”) on the date of grant, and a term of ten years from the date of grant (subject to earlier termination in connection with a termination of service as provided in the Plan).

Non-Employee Directors will be eligible to receive such equity awards under the Company’s 2020 Equity Incentive Plan, as amended (or any successor equity incentive plan adopted by the Board and the stockholders of the Company) as may be approved from time to time by the Board subject to the recommendations of the Compensation Committee as such committee deems advisable.

The 2017 annual meeting of Viacom stockholders shall be held on a date set by the Governance and Nominating Committee but not later than ​.