In the event that the Executive voluntarily resigns without Good Reason, the Executive will give a minimum of three (3) months advance written notice to the Company and the Company may accelerate the effective date of termination to any other date up to the date of notice of acceleration.

Voluntary Resignation. In the event the Employee voluntarily ceases to be an employee of the Employer for any reason other than a Termination For Good Reason following a Change in Control, the RSUs that have not vested in accordance with Section 3 shall be canceled and forfeited on the date of such voluntary termination of employment.

Voluntary Resignation by Executive. The Executive may terminate his employment (which shall also constitute a termination of this Agreement) upon at least ninety (90) days’ written notice by Executive to the Company. In the event Company chooses to effect Executive’s termination prior to the end of the notice period provided by Executive, Company will remain obligated to pay Executive for the full notice period. Upon termination by Executive pursuant to this [Section 2.4], the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive.

Voluntary Resignation; Termination for Cause. If Executive voluntarily terminates Executive’s employment with the Company (other than for Good

Voluntary Resignation; Termination for Cause. If the Employee’s employment with the Company terminates other than as a result of an Involuntary Termination or Resignation For Good Reason, then the Employee will not be entitled to receive severance change in control benefits as defined in this Section 2 or other severance or benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination For Cause. If Executive's employment with the Company terminates # voluntarily by Executive (other than for Good Reason during the period following a Change in Control) or # by the Company for Cause, then Company shall have no duty to make any payments or provide any benefits to Executive pursuant to this Agreement other than the amount of Executive's Base Salary and Over-Time Allowance, if any, accrued through the Termination Date. The use of the term "Cause"in [Section 3.01.b.i] in no way limits the right of the Company to terminate Executive's employment pursuant to the provisions of this Article III. The Company must notify the Executive, in writing, that the Executive is being terminated for Cause, and such notice shall identify in reasonable detail the facts and events that the Company believes constitute Cause.

voluntary resignation or retirement (other than a voluntary resignation or retirement that constitutes a Good Reason Resignation);

If your employment ends prior to the Payment Date due to your voluntary resignation or termination for Cause (as determined by the Company in its discretion), you will forfeit all rights to the Payment described in this letter.

Section # Termination for Any Other Reason. Unless otherwise set forth in the Award Agreement, if a Participant’s employment or service terminates without Cause or for any reason other than Cause, death, Disability or a Qualifying Termination, including a voluntary resignation:

- In the absence of any other Good Reason definition in the Award Agreement (or in any other agreement incorporated by reference into the Award Agreement), Good Reason shall mean an individual’s voluntary resignation following the occurrence of any of the

all of the Independent Directors and Abrams shall remain as directors of the Viacom Board until their terms expire at the 2017 annual meeting of Viacom stockholders, subject to earlier cessation of service only due to death, retirement or voluntary resignation;

Prior to the appointment of Board members pursuant to Section 6.1(a) above, Company shall reduce the size of the Board of Directors from nine (9) members to seven (7) members, to be accomplished by the voluntary resignation of two (2) current members.

The voluntary resignation of the Purchaser following any of the following events, if such event occurs without the consent of the Purchaser: # a change in the Purchaser’s position with the Company (or the Parent or Subsidiary employing him or her) that

“Termination of Employment” shall mean, for purposes of the PSUs, when a Participant is no longer an employee of the Company or any of its Subsidiaries for any reason, including, without limitation, a reduction in force, a sale or divestiture or shut-down of the business for which the Participant works, the Participant's voluntary resignation; the Participant’s resignation with Good Reason (provided such right to resign for Good Reason applies to the Participant through their employment agreement); the Participant's termination with or without cause; or the Participant's retirement, death or Permanent Disability. Also, unless the Committee determines otherwise, the employment of a Participant who works for a Subsidiary shall terminate, for purposes of the PSUs, on the date on which the Participant's employing company ceases to be a Subsidiary. Further, unless the Committee determines or a Participant’s employment agreement provides otherwise, a Participant’s resignation in connection with the Participant’s acceptance of an offer of employment with the purchaser in a sale of the Participant’s employing company’s assets will be a “voluntary resignation.”

Voluntary Contribution Account. In the event that less than one hundred percent (100%) of a Participant's interest in the Plan is distributed to such Participant's Spouse, the portion of the distribution attributable to the Participant's Voluntary Contribution Account shall be in the same proportion that the Participant's Voluntary Contribution Account bears to the Participant's total intere st in the

As used in this Plan, the following words and phrases shall have the meanings set forth herein unless a different meaning is clearly required by the context:

Insolvency, Voluntary Proceedings. Any Borrower or any Material Subsidiary # ceases or fails to be solvent, or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; # voluntarily ceases to conduct its business in the ordinary course; # commences any Insolvency Proceeding with respect to itself; or # takes any action to effectuate or authorize any of the foregoing; or