Exhibit 10(b)


 


CONSULTING AGREEMENT


 


This amended and restated
consulting agreement (the “Agreement”)
is effective as of August 18, 2009 (the “Effective
Date”) between CBS Corporation, a Delaware corporation with its
principal place of business at 51 W. 52nd Street, New York, New York 10019 (the “Company”), and Fredric G. Reynolds
(the “Consultant”).


 


The Company desires to
retain the services of the Consultant and the Consultant desires to perform
certain services for the Company on certain specified short-term and finite
tasks.  In consideration of the mutual
covenants and promises contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, the parties agree as follows:


 


1.                                       Term.  This
engagement shall commence on the Effective Date and shall continue through August 31,
2010 (the “Term”).


 


2.                                       Location.  The
Consultant’s services shall be rendered at such location or locations as may be
deemed necessary by CBS for the performance of the Consultant’s assigned
duties, whether in New York or otherwise.


 


3.                                       Consulting Services. 
Subject to Section 12 of this Agreement, the Consultant agrees to
perform such consulting, advisory and related services (the “Consulting Services”) to and for the
Company and its subsidiaries (collectively, the “Group”)
as may be reasonably requested from time to time by the Company under the terms
and conditions of this Agreement.  The
type and nature of the Consulting Services shall be hereafter agreed upon from
time to time and shall be set forth in one or more addenda executed by both
parties (each hereinafter, a “Task Addendum”)
to this Agreement; provided, however, that during the first
ninety (90) days of the Term, it is expected that a substantial portion of the
Consulting Services will be devoted to projects described in Task Addendum No. 1 attached hereto.


 


This Agreement
shall constitute a basic agreement, the terms and conditions of which shall
apply to each Task Addendum.  Any
conflict between this Agreement and a particular Task Addendum shall be
resolved in favor of that Task Addendum for purposes of that Task Addendum
only.  The Consultant agrees to use his
best efforts, business judgment and skill in rendering Consulting Services
hereunder and all Consulting Services provided by the Consultant under this
Agreement shall be conducted in a competent and professional manner.  The Consultant represents and warrants that
he does not have any obligation to any third party that in any way conflicts with
the performance by the Consultant of his obligations under this Agreement.  The Consultant shall promptly provide the
Company with a notice of any conflict of interest between the Consulting
Services being performed for the Company and other services performed by the
Consultant (a “Notice of Conflict of Interest”).  Consultant shall take direction and report to
the CEO of the Company and shall also report to the General Counsel on all
matters relating to legal proceedings and litigation.


 


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4.                                       Compensation.


 


4.1                                 Consulting Fees. 
For each thirty (30) day period beginning on the Effective Date, the
Company shall pay to the Consultant a consulting fee, payable in accordance
with the Company’s regular payroll practices. 
During the first three such thirty (30) day periods, the consulting fee
shall be USD $100,000.  Thereafter, the
consulting fee shall be USD $60,000 per thirty (30) day period.


 


4.2                                 Reimbursement of Expenses. 
The Company shall reimburse the Consultant for all reasonable and
necessary expenses incurred or paid by the Consultant in connection with, or
related to, the performance of Consulting Services under this Agreement and in
connection with any travel that he or members of his family incur attendant to
such Services, provided such expenses comply with the Company’s expense policy
in effect from time to time.  The
Consultant shall submit to the Company itemized monthly statements, in a form
satisfactory to the Company, of such expenses incurred during the previous
calendar month.  Each invoice should
include a detailed explanation for any reasonable expenses incurred by the
Consultant, including but not limited to, an itemization of each trip, dates,
reason for travel, airfare, lodging, meals, rental car, cab fare and other
items with respect to travel expenses, and the Consultant’s federal income tax
(and where appropriate, state income tax) identification number.  The Consultant shall attach to each invoice
all written receipts supporting such expenses. 
Postage and printing services incurred by Consultant on behalf of the
Company will be paid by the Company and are not included in the Consultant’s
expenses.


 


The Company shall pay to
the Consultant amounts shown on each such statement within thirty (30) days
after receipt thereof, but in no event later than December 31st of the calendar
year following the calendar year during which the expenses were incurred.


 


5.                                       Termination. 
The Company may terminate this Agreement and the Consultant’s consulting
relations with the Company under either of the following circumstances:


 


(a)                                  upon 30 days’ prior written notice to the
Consultant; or


 


(b)                                 immediately upon receipt by the
Consultant of a written notice of termination following either (i) a
breach of this Agreement by the Consultant or (ii) the Company’s receipt
of a Notice of Conflict of Interest.


 


In the event of such
termination, the Consultant shall be entitled only to payment for services
performed and expenses incurred prior to the effective date of
termination.  Such payments shall
constitute full settlement of any and all claims of the Consultant of every
description against the Group.


 


6.                                       Restrictive Covenants.


 


6.1.                              Non-Competition. 
The Consultant agrees that for so long as this Agreement is in effect,
he will not engage in any other business activity that is in conflict with the
performance of Consulting Services under this Agreement specified on a Task
Addendum.  The Consultant further agrees
that for so long as this Agreement is in effect and for a period of twelve (12)
months 


 


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thereafter (the “Restricted Period”), he shall not
directly or indirectly engage in or participate in (or negotiate or sign any
agreement to engage in or participate in), whether as an owner, partner,
stockholder, officer, employee, director, agent of or consultant for, any
business which at such time is competitive with any business of the Group
respecting a matter specified on a Task Addendum without the written consent of
the Company; provided, however, that this provision shall not
prevent the Consultant from investing as less than a one (1%) percent
stockholder in the securities of any company listed on a national securities
exchange or quoted on an automated quotation system.


 


6.2                                 Confidential Information. 
The Consultant agrees that, during the Restricted Period and at any time
thereafter, (i) he shall not use for any purpose other than the duly
authorized business of the Company, or disclose to any third party, any
information relating to the Company, or any of its  affiliated companies, which is non-public,
confidential or proprietary to the Company or any of its affiliated companies (“Confidential Information”),
including any trade secret or any written (including in any electronic form) or
oral communication incorporating Confidential Information in any way (except as
may be required by law or in the performance of Consulting Services under this
Agreement consistent with Company policy); and (ii) the Consultant will
comply with any and all confidentiality obligations of the Company to a third
party, whether arising under a written agreement or otherwise.  Information shall not be deemed Confidential
Information which (x) is or
becomes generally available to the public other than as a result of a
disclosure by the Consultant or at his direction or by any other person who
directly or indirectly receives such information from the Consultant, or (y) is or becomes available to the Consultant on a
non-confidential basis from a source which is entitled to disclose it to
him.  For purposes of this Section 6.2,
the term “third party” shall be defined to mean (x) with
respect to the Confidential Information of the Group, any person other than the
Group or any of its directors and senior officers, and (y) with
respect to the Confidential Information of affiliated companies which are not
subsidiaries of the Company, any person other than the Company, its affiliated
companies or any of their respective directors and senior officers.


 


6.3                                 No Solicitation, Etc. 
The Consultant agrees that, during the Restricted Period, he shall not,
directly or indirectly:


 


(a)                                  employ or solicit the employment of any
person who is then or has been within twelve (12) months prior thereto, an
employee of the Company or any of its affiliated companies; or


 


(b)                                 do any act or thing to cause, bring
about, or induce any interference with, disturbance to, or interruption of any
of the then-existing relationships (whether or not such relationships have been
reduced to formal contracts) of the Company or any of its affiliated companies
with any customer, employee, consultant or supplier.


 


6.4                                 CBS Ownership. 
The results and proceeds of your Consulting Services under this
Agreement, including, without limitation, any works of authorship resulting
from the performance of Consulting Services and any works in progress resulting
from such Consulting Services, shall be works-made-for-hire and the Company
shall be deemed the sole owner throughout the universe of any and all rights of
every nature in such works, whether such rights are now known or hereafter
defined or discovered, with the right to use the works in perpetuity in any
manner the Company 


 


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determines, in its
discretion, without any further payment to the Consultant.  If, for any reason, any of such results and
proceeds are not legally deemed a work-made-for-hire and/or there are any
rights in such results and proceeds which do not accrue to the Company under the
preceding sentence, then the Consultant hereby irrevocably assigns and agrees
to assign any and all of his right, title and interest thereto, including,
without limitation, any and all copyrights, patents, trade secrets, trademarks
and/or other rights of every nature in the work, whether now known or hereafter
defined or discovered, and the Company shall have the right to use the work in
perpetuity throughout the universe in any manner the Company determines, in its
discretion, without any further payment to the Consultant.  The Consultant shall, as may be requested by
the Company from time to time, do any and all things which the Company may deem
useful or desirable to establish or document the Company’s rights in any such
results and proceeds, including, without limitation, the execution of
appropriate copyright, trademark and/or patent applications, assignments or
similar documents and, if the Consultant is unavailable or unwilling to execute
such documents, he hereby irrevocably designates the Executive Vice President,
General Counsel of the Company (or his or her designee) as his attorney-in-fact
with the power to execute such documents on his behalf.  To the extent the Consultant has any rights
in the results and proceeds of his Consulting Services under this Agreement
that cannot be assigned as described above, he unconditionally and irrevocably
waives the enforcement of such rights. 
This Section 6.4 is subject to, and does not limit, restrict, or
constitute a waiver by the Company of any ownership rights to which the Company
may be entitled by operation of law by virtue of also being the Consultant’s
former employer.


 


6.5                                 Litigation.


 


(a)                                The Consultant agrees that during the
Restricted Period or, if later, during the pendency of any litigation or other
proceeding, (x) he shall not communicate
with anyone (other than his own attorneys and tax advisors), except to the
extent necessary in the performance of Consulting Services under this
Agreement, with respect to the facts or subject matter of any pending or
potential litigation, or regulatory or administrative proceeding involving the
Company or any of its affiliated companies, other than any litigation or other
proceeding in which he is a party-in-opposition, without giving prior notice to
the Company or its counsel; and (y) in the
event that any other party attempts to obtain information or documents from the
Consultant with respect to such matters, either through formal legal process
such as a subpoena or by informal means such as interviews, he shall promptly
notify the Company’s counsel before providing any information or documents.


 


(b)                               The Consultant agrees to cooperate with
the Company and its attorneys, both during and after the termination of this
Agreement, in connection with any litigation or other proceeding arising out of
or relating to matters in which he was involved or had knowledge of prior to
the termination of this Agreement. 
Cooperation shall include, without limitation, providing assistance to
the Company’s counsel, experts or consultants, providing truthful testimony in
pretrial and trial or hearing proceedings and any travel related to the
Consultant’s attendance at such proceedings. 
In the event that the Consultant’s cooperation is requested after the
termination of this Agreement, the Company will (x)
seek to minimize interruptions 


 


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to his schedule to the
extent consistent with its interests in the matter; and (y) reimburse
him for all reasonable and appropriate out-of-pocket expenses actually incurred
by him in connection with such cooperation within sixty (60) calendar days
following the date on which the Company receives appropriate documentation with
respect to such expenses, but in no event later than December 31st of the calendar
year following the calendar year in which the Consultant incurs the related
expenses.


 


(iii)                             The Consultant agrees that during the Restricted
Period and at any time thereafter, to the fullest extent permitted by law, he
will not testify voluntarily in any lawsuit or other proceeding which directly
or indirectly involves the Company or any of its affiliated companies, or which
may create the impression that such testimony is endorsed or approved by the
Company or any of its affiliated companies, without advance notice (including
the general nature of the testimony) to and, if such testimony is without
subpoena or other compulsory legal process the approval of the Executive Vice
President and General Counsel of the Company.


 


6.6                                 No Right to Give Interviews or Write
Books, Articles, Etc.  During the Restricted Period, except as
authorized by the Company, the Consultant shall not (i) give any
interviews or speeches, or (ii) prepare or assist any person or entity in
the preparation of any books, articles, television or motion picture
productions or other creations, in either case, concerning the Company or any
of its affiliated companies or any of their respective officers, directors,
agents, employees, suppliers or customers.


 


6.7                                 Return of Property. 
All documents, data, recordings, or other property, whether tangible or
intangible, including all information stored in electronic form, obtained or
prepared by or for the Consultant and utilized by him in the course of his
performance of Consulting Services hereunder shall remain the exclusive
property of the Company.


 


6.8                                 Non-Disparagement. 
The Consultant agrees that, during the Restricted Period, he shall not,
in any communications with the press or other media or any customer, client or
supplier of the Company or any of its affiliated companies, criticize, ridicule
or make any statement which disparages or is derogatory of the Company or any
of its affiliated companies, or any of their respective directors or senior
officers.


 


6.9                                 Privileged Information. 
While performing the Consulting Services contemplated under this
Agreement, the parties recognize that the Consultant may learn information
which is subject to the attorney-client privilege and work on matters involving
litigation and claims (“Privileged Information”).  During the Restricted Period and at all times
thereafter, the Consultant agrees to cooperate with the Company’s counsel to
preserve the attorney-client privilege with respect to such Privileged
Information and to not take any action that may result in the disclosure of
such Privileged Information or in the loss of such privilege with respect to
such Privileged Information.


 


6.10                           Injunctive Relief. 
The Company has entered into this Agreement in order to obtain the
benefit of the Consultant’s unique skills, talent, and experience.  The Consultant acknowledges and agrees that
any violation of Sections 6.1 through 6.9 of this Agreement will result in 


 


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irreparable damage to the
Company and, accordingly, the Company may obtain injunctive and other equitable
relief for any breach or threatened breach of such paragraphs, in addition to
any other remedies available to the Company.


 


6.11                           Survival; Modification of Terms. 
The Consultant and the Company agree that the restrictions and remedies
contained in Sections 6.1 through 6.10 are reasonable and that it is the
Consultant’s intention and the intention of the Company that such restrictions
and remedies shall be enforceable to the fullest extent permissible by
law.  If a court of competent
jurisdiction shall find that any such restriction or remedy is unenforceable,
but would be enforceable if some part were deleted or the period or area of
application reduced, then such restriction or remedy shall apply with the
modification necessary to make it enforceable. 
The Consultant acknowledges that the Company conducts its business
operations around the world and has invested considerable time and effort to
develop the international brand and goodwill associated with the “CBS”
name.  To that end, the Consultant
further acknowledges that the obligations set forth in this Section 6 are
by necessity international in scope and necessary to protect the international
operations and goodwill of the Company and its affiliated companies.


 


7.                                       Taxes.  The
compensation specified in this Agreement includes, and Consultant agrees to
pay, all applicable present and future federal, state and local sales, use,
excise and transportation taxes and all other taxes pertaining to the services,
unless specifically stated to the contrary in a Task Addendum.


 


8.                                       Publicity.  Consultant
shall not issue a press release concerning any of the transactions contemplated
in this Agreement or use the Company’s name or marks in marketing or promotional
materials without the prior written approval of the Company.


 


9.                                       Independent Contractor Status. The Consultant shall perform all
services under this Agreement as an “independent contractor” and not as an
employee or agent of the Company.  The
Consultant is not authorized to assume or create any obligation or
responsibility, express or implied, on behalf of, or in the name of, the
Company or to bind the Company in any manner. 
The Consultant shall not be entitled to any benefits, coverages or
privileges, including, without limitation, social security, unemployment,
medical or pension benefits, made available to employees of the Company, even
if you are later retroactively reclassified as a regular common-law or other
type of employee pursuant to applicable law or otherwise.  The Consultant agrees to indemnify and hold
harmless the Company from any and all claims, damages, losses, liabilities,
costs and expenses (including, without limitation, settlement costs and any
legal, accounting or other expenses for investigating or defending any actions
or threatened actions) reasonably incurred by the Company resulting from the
Consultant not being characterized as an “independent contractor.”


 


10.                                 Compliance with Company Policies and
Applicable Law.  For so long as this Agreement remains in
effect, (i) the Consultant agrees to comply with all applicable Company
policies and directives applicable to consultants, including, without
limitation, the Company’s Business Conduct Statement, and (ii) the
Consultant agrees to comply with all federal, state and local laws, rules and
regulations pertaining to his performance under this Agreement.  Moreover, the Consultant acknowledges and
agrees that any payments made to him will not be used for any payment in
violation of any applicable law (including the Federal Corrupt Practices Act),
rule, 


 


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regulation practice or
code of ethics.


 


11.                                 Settlement of Disputes. 
If any disagreement or dispute whatsoever shall arise between the parties
concerning this Agreement (including the documents referenced herein) or the
Consultant’s provision of Consulting Services for the Company, the parties
hereto agree that such disagreement or dispute shall be submitted to
arbitration before the American Arbitration Association (the “AAA”).  Such arbitration shall be confidential and
private and conducted in accordance with the applicable rules.  Any such arbitration proceeding shall take
place in New York City before a single arbitrator (rather than a panel of
arbitrators).  The parties agree that the
arbitrator shall have no authority to award any punitive or exemplary damages
and waive, to the full extent permitted by law, any right to recover such
damages in such arbitration.  Each party
shall bear its respective costs (including attorney’s fees, and there shall be
no award of attorney’s fees).  Judgment
upon the final award rendered by such arbitrator, after giving effect to the
AAA internal appeals process, may be entered in any court having jurisdiction
thereof.  Notwithstanding anything herein
to the contrary, the Company shall be entitled to seek injunctive, provisional
and equitable relief in a court proceeding as a result of the Consultant’s
alleged violation of the terms of Section 6 of this Agreement.


 


12.                                 Section 409A. 
The parties acknowledge that the Consultant is retiring as a full-time
executive of the Company, effective as of August 15, 2009.  It is the intent of the parties, and the
parties hereby acknowledge, that for so long as this Agreement remains in
effect, the level of bona fide services reasonably anticipated to be performed
by the Consultant shall remain at 20% or less of the average level of bona fide
services performed by the Consultant during the 36-month period ending August 15,
2009 and, therefore, that the Consultant’s entering into this Agreement will
not prevent the Consultant from being considered to have incurred a “separation
from service,” within the meaning of Section 409A of the Internal Revenue
Code of 1986, as amended, with the Company as of August 15, 2009.


 


13.                                 Notices.  All notices
required or permitted under this Agreement shall be in writing and shall be
addressed to the other party at the address first above shown, or at such other
address or addresses as either party shall designate to the other in accordance
with this Section 13.  All notices
shall be sent by registered or certified mail, return receipt requested, or by
Federal Express or other comparable courier providing proof of delivery, and
shall be deemed duly given and received (i) if mailed, on the third
business day following the mailing thereof, or (ii) if sent by courier,
the date of its receipt (or, if such day is not a business day, the next
succeeding business day).


 


14.                                 Entire Agreement. 
This Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements and understandings, whether written or oral,
relating to the provision of Consulting Services under this Agreement.  For avoidance of doubt, this Agreement shall
not supersede the provisions of the Consultant’s employment agreement with the
Company dated August 15, 2005, as subsequently amended effective December 22,
2008.


 


15.                                 Amendment.  This
Agreement may be amended or modified only by a written instrument executed by
both the Company and the Consultant.


 


16.                                 Governing Law. 
This Agreement shall be construed, interpreted and enforced in 


 


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accordance with the laws
of the State of New York without reference to its choice of law provisions, and
the Consultant hereby consents and agrees to exclusive personal jurisdiction in
any state or federal court located in the City of New York, Borough of
Manhattan in any action arising out of or relating to this Agreement and waives
any other venue to which it may be entitled by domicile or otherwise.


 


17.                                 Successors and Assigns. 
This Agreement shall be binding upon, and inure to the benefit of, both
parties and their respective successors and assigns, including any corporation
with which, or into which, the Company may be merged or which may succeed to
its assets or business; provided, however, that the obligations
of the Consultant are personal and shall not be assigned by him.


 


18.                                 Severability and Waiver. 
In the event that any provision of this Agreement shall be invalid,
illegal or otherwise unenforceable, the validity, legality and enforceability
of the remaining provisions shall in no way be affected or impaired
thereby.  No delay or omission by the
Company in exercising any right under this Agreement shall operate as a waiver
of that or any other rights.  A waiver or
consent given by the Company on any one occasion shall be effective only in
that instance and shall not be construed as a bar or waiver of any right on any
other occasion.


 


19.                                 Indemnity and Release from Liability.


 


19.1.                        THE CONSULTANT HEREBY INDEMNIFIES AND
AGREES TO HOLD COMPANY HARMLESS AGAINST ANY AND ALL CLAIMS, LOSSES, COSTS,
DAMAGES, LIABILITIES AND EXPENSES (“LOSSES”)
ARISING OUT OF, RESULTING FROM, OR IN ANY WAY RELATED TO, THE CONSULTANT’S
ACTIONS, INACTIONS OR PERFORMANCE OF THE CONSULTANT’S DUTIES UNDER THIS
AGREEMENT.  THIS INDEMNITY SHALL BE
BINDING UPON THE SUCCESSORS AND HEIRS OF THE CONSULTANT.  THE COMPANY SHALL NOT BE LIABLE TO THE CONSULTANT
FOR ANY PUNITIVE, INDIRECT, SPECIAL AND/OR CONSEQUENTIAL DAMAGES.


 


19.2.                        IN CONSIDERATION FOR THE TERMS AND
CONDITIONS SET FORTH IN THIS AGREEMENT, THE CONSULTANT, FOR HIMSELF, AND HIS
HEIRS, SUCCESSORS, ASSIGNS AND PERSONAL REPRESENTATIVES HOLDS HARMLESS AND
EXPRESSLY RELEASES THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, AGENTS,
SUCCESSORS AND ASSIGNS FROM ANY LOSSES WHATSOEVER ARISING FROM THE WORK
PROVIDED BY THE CONSULTANT TO THE COMPANY. 
THIS RELEASE COVERS ALL INJURIES AND ALL EFFECTS AND RESULTS WHETHER
DEVELOPED OR UNDEVELOPED AND ALL EXPENSES OF EVERY NATURE.


 


[signature page to follow]


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement under seal as of the day and year
set forth above.


 


 


	
   

  	
   

  	
  CBS Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Anthony G. Ambrosio

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Anthony G. Ambrosio

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP HR & ADMIN

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Fredric G. Reynolds

  	
   

  	
   

  
	
  (Signature of
  Consultant)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fredric G. Reynolds

  	
   

  	
   

  
	
  (Print Name of
  Consultant)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  October 28, 2009

  	
   

  	
   

  
	
  Date