Appointment of New Interim President and Chief Executive Officer of Viacom and New Chairman. As of the Effective Date, Xxxxxx shall be appointed as the interim President and Chief Executive Officer of Viacom pursuant to the terms of a “Qualifying CEO Offer” (as such term is defined in the TD Employment Agreement) such that the TD Employment Agreement is amended to incorporate those previously negotiated terms set forth on Schedule D to the TD Employment Agreement. Unless otherwise agreed in writing between Xxxxxx and Viacom (upon approval from the Viacom Board), Xxxxxx’x employment as interim President and Chief Executive Officer of Viacom shall terminate on September 30, 2016, and such termination shall, regardless of the circumstances, be deemed and treated as a termination without “Cause,” resignation with “Good Reason” for which the applicable notice and cure periods are deemed to have expired (uncured) on the date immediately preceding September 30, 2016, and a “Qualifying Termination” (as such terms are defined in the TD Employment Agreement). Notwithstanding the foregoing or anything in the TD Employment Agreement to the contrary, upon five (5) business days’ advance written notice (a “TD Termination Notice”), each of Xxxxxx and the Viacom Board may notify the other party of his or its intent to terminate the employment relationship effective at the end of the last day of such notice period, and any such termination of employment shall, regardless of the motivation or circumstances, be effective at such time and deemed and treated as a termination without “Cause,” resignation with “Good Reason” for which the applicable notice and cure periods are deemed to have expired (uncured) on the date immediately preceding the date of the effective time of termination, and a “Qualifying Termination” (as such terms are defined in the TD Employment Agreement). Notwithstanding anything to the contrary, Xxxxxx shall remain a director of the Viacom Board for as long, and only for as long, as he is the interim Chief Executive Officer of Viacom. As soon as commercially practicable, but in no event later than seven (7) business days following the Effective Date, Viacom shall (i) establish a grantor trust (the “TD Grantor Trust”) with, subject to review and reasonable comment by Xxxxxx and his counsel, terms and conditions substantially similar to the terms and conditions of the grantor trust established and funded for the benefit of Xxxxxx pursuant to Section 10(c) and Exhibit D of this Settlement and (ii) deposit in such grantor trust the full amount of the ...
