Exhibit 10(a)


 





51
West 52nd Street


New
York, NY 10019


 


Joseph
R. Ianniello


c/o
CBS Corporation


51
West 52nd Street


New
York, NY  10019


 


	
  Dear
  Joe:

  	
  As of November 17, 2008

  



 


CBS Corporation (“CBS”), having an address at 51 West 52nd Street, New York, New York 10019, agrees to
employ you and you agree to accept such employment upon the following terms and
conditions:


 


1.             Term.  The term of your employment under this
Agreement shall commence on November 17, 2008 and, unless terminated by
CBS or you pursuant to paragraph 8 or because of your death or Disability
(as defined below), shall continue through and until December 31,
2011.  The period from November 17,
2008 through December 31, 2011 is referred to as the “Term”
notwithstanding any earlier termination of your employment for any reason.


 


2.             Duties.  You agree to devote your entire business
time, attention and energies to the business of CBS.  You will be Deputy Chief Financial Officer (“Deputy
CFO”), and you agree to perform all duties reasonable and consistent with that
office as the Executive Vice President and Chief Financial Officer (the “CFO”)
may assign to you from time to time.  In
such position, you will be directly responsible for CBS and its subsidiaries’
domestic and international treasury and tax functions, information systems and
technology (“IS&T”), risk management, and corporate mergers and
acquisitions.


 


3.             Compensation.


 


(a)           Salary.  For all the services rendered by you in any
capacity under this Agreement, CBS agrees to pay you base salary (“Salary”) at
the rate of Eight Hundred Thousand Dollars ($800,000) per annum, less
applicable deductions and withholding taxes, in accordance with CBS’s payroll
practices as they may exist from time to time. 
During the Term of this Agreement, your Salary shall be reviewed
annually and may be increased. Such increase, if any, shall be made at a time,
and in an amount, that CBS shall determine in its sole discretion.


 

















 


Joseph R. Ianniello


As of November 17, 2008


Page 2


 


(b)           Bonus Compensation.  You also shall be eligible to receive annual
bonus compensation (“Bonus”) during your employment with CBS under this
Agreement, determined and payable as follows:


 


(i)            Your Bonus for
each calendar year during your employment with CBS under this Agreement will be
determined in accordance with the guidelines of the CBS short-term incentive
program (the “STIP”), as such guidelines may be amended from time to time
without notice in the sole discretion of CBS.


 


(ii)           Your target
bonus (“Target Bonus”) for each of those calendar years shall be 100% of your
Salary.  Your Bonus for any of the
calendar years under the Term may be subject to proration for the portion of
such calendar year that you were employed by CBS.


 


(iii)          Your Bonus for any calendar
year shall be payable, less applicable deductions and withholding taxes,
between January 1st and February 28th of the following calendar year.


 


(c)           Long-Term Incentive
Compensation.  You shall be
eligible to receive annual grants of long-term incentive compensation under the
CBS long-term management incentive plan as may be amended from time to time
without notice in the sole discretion of CBS. You shall have a “Target”
long-term incentive value equal to One Million Two Hundred Thousand Dollars
($1,200,000).  The precise amount, form
and timing of any such long-term incentive award, if any, shall be determined
in the sole discretion of the CBS Compensation Committee.


 


4.             Benefits.  You shall participate in such vacation,
medical, dental, life insurance, long-term disability insurance, retirement,
long-term incentive and other plans as CBS may have or establish from time to
time and in which you would be entitled to participate under the terms of the
plan.  This provision, however, shall not
be construed to either require CBS to establish any welfare, compensation or
long-term incentive plans, or to prevent the modification or termination of any
plan once established, and no action or inaction with respect to any plan shall
affect this Agreement.


 


5.           Business Expenses.  During your employment under this Agreement,
CBS shall reimburse you for such reasonable travel and other expenses incurred
in the performance of your duties as are customarily reimbursed to CBS
executives at comparable levels.  Such
travel and other expenses shall be reimbursed by CBS within 60 calendar days
following the date on which CBS receives appropriate documentation with respect
to such expenses, but in no event later than December 31 of the year
following the year in which you incur the related expenses.


 

















 


Joseph R. Ianniello


As of November 17, 2008


Page 3


 


6.           Non-Competition,
Confidential Information, Etc.


 


(a)           Non-Competition.  You agree that your employment with CBS is on
an exclusive basis and that, while you are employed by CBS, or any of its
subsidiaries, you will not engage in any other business activity which is in
conflict with your duties and obligations (including your commitment of time)
under this Agreement.  You further agree
that, during the Non-Compete Period (as defined below), you 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 CBS, or any of its subsidiaries,
without the written consent of CBS; provided, however, that this
provision shall not prevent you 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. The Non-Compete Period
shall cover the period during your employment with CBS and shall continue
following the termination of your employment for any reason, including by expiration
of this Agreement for the greater of: (i) six (6) months; or (ii) for
so long as any payments are made to you pursuant to paragraph 8(d) subject
to CBS’s acceptance of your written request pursuant to paragraph 6(j) which
relates to the opportunity to request that CBS in its sole discretion terminate
your obligations under this paragraph 6(a) in exchange for your waiving
your right to certain compensation and benefits.


 


(b)           Confidential Information.  You agree that, during the Term and at any
time thereafter, (i) you shall not use for any purpose other than the duly
authorized business of CBS, or disclose to any third party, any information
relating to CBS, or any of CBS’s affiliated companies which is non-public,
confidential or proprietary to CBS or any of CBS’s 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 your
duties under this Agreement consistent with CBS’s policies); and (ii) you
will comply with any and all confidentiality obligations of CBS 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 you or at your direction or by any other person who directly or
indirectly receives such information from you, or (y) is
or becomes available to you on a non-confidential basis from a source which is
entitled to disclose it to you.


 

















 


Joseph R. Ianniello


As of November 17, 2008


Page 4


 


(c)           No Solicitation, Etc.  You agree that, while employed by CBS and for
the greater of twelve (12) months thereafter or for so long as CBS is making
any payments to you pursuant to paragraph 8(d), you shall not, directly or
indirectly:


 


(i)            employ or
solicit the employment of any person who is then or has been within twelve (12)
months prior thereto, an employee of CBS, 
or any of CBS’s affiliated companies; or


 


(ii)           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 CBS, or any of CBS’s
affiliated companies with any customer, employee, consultant or supplier.


 


(d)           CBS Ownership.  The results and proceeds of your services
under this Agreement, including, without limitation, any works of authorship
resulting from your services during your employment with CBS, and/or any of CBS’s
affiliated companies and any works in progress resulting from such services,
shall be works-made-for-hire and CBS 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 CBS determines in its sole discretion
without any further payment to you.  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 CBS under the preceding sentence, then you hereby irrevocably
assign and agree to assign any and all of your 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 CBS shall have the right to
use the work in perpetuity throughout the universe in any manner CBS determines
in its sole discretion without any further payment to you.  You shall, as may be requested by CBS from
time to time, do any and all things which CBS may deem useful or desirable to
establish or document CBS’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 you are
unavailable or unwilling to execute such documents, you hereby irrevocably
designate the Executive Vice President, General Counsel, CBS Corporation or his
designee as your attorney-in-fact with the power to execute such documents on
your behalf.  To the extent you have any
rights in the results and proceeds of your services under this Agreement that
cannot be assigned as described above, you unconditionally and irrevocably
waive the enforcement of such rights. 
This paragraph 6(d) is subject to, and does not limit, restrict, or
constitute a waiver by CBS of any ownership rights to which CBS may be entitled
by operation of law by virtue of being your employer.


 

















 


Joseph R. Ianniello


As of November 17, 2008


Page 5


 


(e)           Litigation.


 


(i)            You agree that during the
Term, and for the greater of: (i) twelve (12) months thereafter; or (ii) during
the pendency of any litigation or other proceeding, (x) you
shall not communicate with anyone (other than your own attorneys and tax advisors),
except to the extent necessary in the performance of your duties under this
Agreement, with respect to the facts or subject matter of any pending or
potential litigation, or regulatory or administrative proceeding involving CBS,
or any of CBS’s affiliated companies, other than any litigation or other
proceeding in which you are a party-in-opposition, without giving prior notice
to CBS or its counsel; and (y) in the
event that any other party attempts to obtain information or documents from you
with respect to such matters, either through formal legal process such as a
subpoena or by informal means such as interviews, you shall promptly notify CBS’s
counsel before providing any information or documents.


 


(ii)           You agree to cooperate with CBS and its attorneys,
both during and after the termination of your employment, in connection with
any litigation or other proceeding arising out of or relating to matters in
which you were involved prior to the termination of your employment.  Your cooperation shall include, without
limitation, providing assistance to CBS’s counsel, experts or consultants, and
providing truthful testimony in pretrial and trial or hearing proceedings.  In the event that your cooperation is
requested after the termination of your employment, CBS will (x) seek to minimize interruptions to your schedule to
the extent consistent with its interests in the matter; and (y) reimburse you for all reasonable and appropriate
out-of-pocket expenses actually incurred by you in connection with such cooperation
within 60 calendar days following the date on which CBS receives appropriate
documentation with respect to such expenses, but in no event later than December 31
of the year following the year in which you incur the related expenses.


 


(iii)          You agree that
during the Term and at any time thereafter, to the fullest extent permitted by
law, you will not testify voluntarily in any lawsuit or other proceeding which
directly or indirectly involves CBS, or any of CBS’s affiliated companies, or
which may create the impression that such testimony is endorsed or approved by
CBS, or any of CBS’s affiliated companies, without advance notice (including
the general nature of the testimony) to and, if such


 


 

















 


Joseph R. Ianniello


As of November 17, 2008


Page 6


 


testimony
is without subpoena or other compulsory legal process the approval of the
Executive Vice President and General Counsel, CBS Corporation.


 


(f)          No Right to Give Interviews or Write Books,
Articles, Etc.  During the
Term, except as authorized by CBS, you 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 CBS, or any of CBS’s affiliated
companies or any of their respective officers, directors, agents, employees,
suppliers or customers.


 


(g)           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 you and utilized by you in the
course of your employment with CBS shall remain the exclusive property of
CBS.  In the event of the termination of
your employment for any reason, CBS reserves the right, to the extent permitted
by law and in addition to any other remedy CBS may have, to deduct from any
monies otherwise payable to you the following: 
(i) all amounts you may owe to CBS, or any of CBS’s affiliated
companies at the time of or subsequent to the termination of your employment
with CBS; and (ii) the value of the CBS property which you retain in your
possession after the termination of your employment with CBS.  In the event that the law of any state or
other jurisdiction requires the consent of an employee for such deductions,
this Agreement shall serve as such consent. 
Notwithstanding anything in this Section 6(g) to the contrary,
CBS will not exercise such right to deduct from any monies otherwise payable to
you to the extent such offset would be a violation of Internal Revenue Code Section 409A (“Code Section 409A”).


 


(h)           Non-Disparagement.  You agree that, during the Term and for one
year thereafter, you shall not, in any communications with the press or other
media or any customer, client or supplier of CBS, or any of CBS’s affiliated
companies, criticize, ridicule or make any statement which disparages or is
derogatory of CBS, or any of CBS’s affiliated companies or any of their
respective directors or senior officers.


 


(i)            Injunctive Relief.  CBS has entered into this Agreement in order
to obtain the benefit of your unique skills, talent, and experience.  You acknowledge and agree that any violation
of paragraphs 6(a) through (h) of this Agreement will result in
irreparable damage to CBS, and, accordingly, CBS may obtain injunctive and
other equitable relief for any breach or threatened breach of such paragraphs,
in addition to any other remedies available to CBS.


 


(j)            Survival; Modification of Terms.  Your obligations under paragraphs 6(a) through
(i) shall remain in full force and effect for the entire period provided
therein notwithstanding the termination of your employment under this Agreement
for any reason or the expiration of the Term; provided, however,
that your


 

















 


Joseph R. Ianniello


As of November 17, 2008


Page 7


 


obligations under paragraph 6(a) (but not under any other
provision of this Agreement) shall cease if: (x) CBS
terminates your employment without Cause and (y) you
provide CBS a written notice indicating your desire to waive your right to
receive, or to continue to receive, termination payments and benefits under
paragraph 8(d)(i) through (iv) and (z) CBS
notifies you that it has, in its sole discretion, accepted your request.  You and CBS agree that the restrictions and
remedies contained in paragraphs 6(a) through (i) are reasonable and
that it is your intention and the intention of CBS 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.  You acknowledge
that CBS 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, you further acknowledge that the obligations set forth in this paragraph 6
are by necessity international in scope and necessary to protect the
international operations and goodwill of CBS and its affiliated companies.


 


7.             Disability.  In the event that you become “disabled”
within the meaning of such term under CBS’s Short-Term Disability (“STD”)
program and its Long-Term Disability (“LTD”) program while employed during the
Term (such condition is referred to as a “Disability”), you will receive
compensation under the STD program in accordance with its terms.  Thereafter, you will be eligible to receive
benefits under the LTD program in accordance with its terms.  For purposes of this Agreement, you will be
considered to have experienced a termination of employment with CBS and its
subsidiaries as of the date you first become eligible to receive benefits under
the LTD program, and shall thereafter be exclusively entitled to benefits under
the LTD program.  If you have not
returned to work by December 31st of a calendar year during the Term, you
will receive bonus compensation for the calendar year(s) during the Term
in which you receive compensation under the STD program, determined as follows:


 


(i)            for the portion
of the calendar year from January 1st until the date on which you first
receive compensation under the STD program, bonus compensation shall be
determined in accordance with the STIP (i.e., based upon CBS’s
achievement of its goals and CBS’s good faith estimate of your achievement of
your personal goals) and prorated for such period; and


 


(ii)           for any subsequent portion
of that calendar year and any portion of the following calendar year in which
you receive compensation under the STD program, bonus compensation shall be in
an amount equal to your Target Bonus and prorated for such period(s).


 

















 


Joseph R. Ianniello


As of November 17, 2008


Page 8


 


Bonus
compensation under this paragraph 7 shall be paid, less applicable deductions
and withholding taxes, between January 1st and February 28th of the calendar year following the calendar
year to which such bonus compensation relates. 
You will not receive bonus compensation for any portion of the calendar
year(s) during the Term while you receive benefits under the LTD
program.  For the periods that you
receive compensation and benefits under the STD and LTD programs, such
compensation and benefits and the bonus compensation provided under this
paragraph 7 are in lieu of Salary and Bonus under paragraphs 3(a) and (b).


 


8.             Termination.


 


(a)           Termination for Cause.  CBS may, at its option, terminate your employment
under this Agreement forthwith for Cause and thereafter shall have no further
obligations under this Agreement, including, without limitation, any obligation
to pay Salary or Bonus or provide benefits. 
Cause shall mean: (i) embezzlement, fraud or other conduct which
would constitute a felony or a misdemeanor involving fraud or perjury; (ii) willful
unauthorized disclosure of Confidential Information; (iii) your failure to
obey a material lawful directive that is appropriate to your position from an
executive(s) in your reporting line; (iv) your failure to comply with
the written policies of CBS, including the CBS Business Conduct Statement or
successor conduct statement as they apply from time to time; (v) your
material breach of this Agreement (including any representations herein); (vi) your
failure (except in the event of your Disability) or refusal to substantially
perform your material obligations under this Agreement; (vii) willful
failure to cooperate with a bona fide internal investigation or investigation
by regulatory or law enforcement authorities or the destruction or failure to
preserve documents or other material reasonably likely to be relevant to such
an investigation, or the inducement of others to fail to cooperate or to
destroy or fail to produce documents or other material; or (viii) conduct
which is considered an offense involving moral turpitude under federal, state
or local laws, or which might bring you to public disrepute, scandal or
ridicule or reflect unfavorably upon any of CBS’s businesses or those who
conduct business with CBS and its affiliated entities.  CBS will give you written notice prior to
terminating your employment pursuant to (iii), (iv), (v), (vii), (vii) or (viii) of
this paragraph 8(a), setting forth the nature of any alleged failure, breach or
refusal in reasonable detail and the conduct required to cure.  Except for a failure, breach or refusal
which, by its nature, cannot reasonably be expected to be cured, you shall have
ten (10) business days from the giving of such notice within which to cure
any failure, breach or refusal under (iii), (iv), (v), (vii), (vii) or (viii) of
this paragraph 8(a); provided, however, that, if CBS
reasonably expects irreparable injury from a delay of ten (10) business
days, CBS may give you notice of such shorter period within which to cure as is
reasonable under the circumstances.


 


(b)           Good Reason Termination.  You may terminate your employment under this
Agreement for Good Reason at any time during the Term by written notice to


 














 


Joseph R. Ianniello


As of November 17, 2008


Page 9


 


CBS given no more than thirty (30) days after
the occurrence of the event constituting Good Reason.  Such notice shall state an effective date no
earlier than thirty (30) business days and no later than sixty (60) days after
the date it is given, provided, that CBS may set an earlier effective
date for your resignation at any time after receipt of your notice.  CBS shall have thirty (30) days from the
receipt of your notice within which to cure and, in the event of such cure,
your notice shall be of no further force or effect.  Good Reason shall mean without your consent
(other than in connection with the termination or suspension of your employment
or duties for Cause or in connection with physical and mental incapacity): (i) the
requirement that you report on an ongoing basis to an executive at a level
lower than the level of the executive to whom you currently report; (ii) the
material breach by CBS of its obligations under this Agreement, including a material
reduction in the scope of your responsibilities or title, or a material
reduction in your base compensation; or (iii) the requirement that you
relocate outside of the metropolitan area you currently are employed in.


 


(c)           Termination Without Cause. CBS may
terminate your employment under this Agreement without Cause at any time during
the Term by written notice to you.


 


(d)           Termination Payments/Benefits.  In the event that your employment terminates
under paragraph 8(b) or 8(c) during the Term hereof you shall
thereafter receive, less applicable withholding taxes as follows:


 


(i)            an amount equal to eighteen
(18) months of your then current base Salary described in paragraph 3(a) payable in accordance with the CBS’s then
effective payroll practices (your “Regular Payroll Amount”) as follows:


 


a.             beginning on the regular
payroll date (“Regular Payroll Dates”) following your termination of
employment, you will receive your Regular Payroll Amount on the Regular Payroll
Dates that occur on or before March 15th of the calendar year following
the calendar year in which your employment terminates;


 


b.             beginning with the first
Regular Payroll Date after March 15th of the calendar year following the
calendar year in which your employment terminates, you will receive your
Regular Payroll Amount, if any remains due, until you have received an amount
equal to the maximum amount permitted to be paid pursuant to Treasury
Regulation Section 1.409A-1(b)(9)(iii)(A) (i.e., the lesser of two
times your annualized compensation or two times the Section 401(a)(17)
limit for the calendar year in which your termination occurs, $490,000 for
2009) provided, however, that in no event shall payment be
made to you pursuant to this paragraph 


 

















 


Joseph R. Ianniello


As of November 17, 2008


Page 10


 


8(d)(i)(b) later than December 31st
of the second calendar year following your termination of employment; and


 


c.             the balance of your Regular
Payroll Amount, if any remains due, will be paid to you by payment of your
Regular Payroll Amount on your Regular Payroll Dates beginning with the regular
payroll date that follows the date of the final payment pursuant to paragraph
8(d)(i)(b);


 


provided, however, that to the extent that you
are a “specified employee” (within the meaning of Code Section 409A and
determined pursuant to procedures adopted by CBS) at the time of your
termination and any portion of your Regular Payroll Amount that would be paid
to you during the six-month period following your termination of employment
constitutes deferred compensation (within the meaning of Code Section 409A),
such portion shall be paid to you on the earlier of (A) the first business
day of the seventh month following the month in which your termination of
employment occurs or (B) your death (the applicable date, the “Permissible
Payment Date”) rather than as described in paragraph 8(d)(i)(a), (b) or
(c), as applicable, and any remaining Salary, if any, shall be paid to you or
your estate, as applicable, by payment of your Regular Payroll Amount on your
Regular Payroll Dates commencing with the Regular Payroll Date that follows the
Permissible Payment Date.  Each payment
pursuant to this paragraph 8(d)(i) shall be regarded as a separate payment
and not one of a series of payments for purposes of Code Section 409A.


 


(ii)           eighteen (18) months of
bonus, determined and paid as follows:


 


a.        an amount equal to your
Target Bonus in effect on the date of your termination (ignoring any reduction
in your Target Bonus prior to such date that constituted Good Reason), prorated
for the number of calendar days remaining in the calendar year in which your
employment terminates, and payable between January 1st and February 28th
of the calendar year following the calendar year in which your employment
terminates; provided, however, that to the extent (x) you
are a “specified employee” (within the meaning of Code Section 409A and
determined pursuant to procedures adopted by CBS) at the time of your
termination, (y) your date of termination pursuant to paragraph 8(b) or
(c) occurs after June 30th of the calendar year, and (z) the
prorated bonus described in this paragraph 8(d)(ii)(a) is determined to
constitute deferred compensation (within the meaning of Code Section 409A),
then such prorated bonus shall not be paid to you until the first business day
of the


 

















 


Joseph R. Ianniello


As of November 17, 2008


Page 11


 


seventh month following the month in which your
termination of employment occurs or your death, if earlier.  Each payment pursuant to this paragraph 8(d)(ii) shall
be regarded as a separate payment and not one of a series of payments for
purposes of Code Section 409A;


 


b.       an amount equal
to your Target Bonus in effect on the date of your termination (ignoring any
reduction in your Target Bonus prior to such date that constituted Good
Reason), and payable between January 1st and February 28th of the second calendar year following the
calendar year in which your employment terminates; provided, however,
that if the 18th month anniversary of the date of your
termination of employment (the “18th Month
Anniversary”) occurs in the calendar year following the calendar year in which
your employment terminates, then the Target Bonus shall be prorated for the
number of calendar days in the calendar year following the calendar year in which
your employment terminates that occur on or before the 18th Month Anniversary; and


 


c.        if the 18th Month Anniversary occurs in the second
calendar year following the calendar year in which your employment terminates,
an amount equal to your Target Bonus in effect on the date of your termination
(ignoring any reduction in your  Target
Bonus prior to such date that constituted Good Reason), prorated for the number
of calendar days in the second calendar year following the calendar year in
which your employment terminates that occur on or before the 18th Month Anniversary, and payable between January 1st and February 28th of the third calendar year following the
calendar year in which your employment terminates.


 


(iii)          medical and dental insurance
coverage for you and your eligible dependents provided under company paid COBRA
benefits at no cost to you (except as hereafter described) pursuant to the CBS
benefit plans in which you participated in at the time of your termination of
employment or, if different, other benefit plans available to senior level
executives for a period of eighteen (18) months, or if earlier, the date on
which you become eligible for medical or dental coverage as the case may be
from a third party; provided, that, during the period that CBS provides
you with this coverage, an amount equal to the applicable COBRA premiums 


 

















 


Joseph R. Ianniello


As of November 17, 2008


Page 12


 


(or such other amounts as
may be required by law) will be included in your income for tax purposes to the
extent required by law and CBS may withhold taxes from your compensation for
this purpose; provided, further, that you may elect to
continue your medical and dental insurance coverage under COBRA at your own
expense for the balance, if any, of the period required by law;


 


(iv)          life insurance coverage
until the end of the Term pursuant to CBS’s then current policy in the amount
then furnished to CBS employees at no cost (the amount of which coverage will
be reduced to the amount of life insurance coverage furnished to you at no cost
by a third party employer);


 


(v)           The following with respect
to long-term incentive awards granted to you under the CBS 2004 Long-Term
Management Incentive Plan and any predecessor or successor CBS Corporation
Long-Term Management Incentive Plans (the “LTMIP”):


 


a.        All awards of
stock options that have not vested and become exercisable on the date of such
termination but that would otherwise vest on or before the end of an eighteen
(18) month period thereafter shall accelerate and vest immediately on the date
of termination, and will continue to be exercisable until the greater of
eighteen (18) months following the termination date or the period provided in
accordance with the terms of the grant; provided, however,
that in no event shall the exercise period extend beyond their expiration date.


 


b.       All awards of stock options
that have previously vested and become exercisable by the date of such
termination shall remain exercisable until the greater of eighteen (18) months
after the termination date or the period provided in accordance with the grant;
provided, however, that in no event shall the exercise
period extend beyond their expiration date.


 


c.       All awards of
restricted share units (the “RSUs”) that would otherwise vest on or before the
end of an eighteen (18) month period following the date of your termination
shall accelerate and vest immediately on the date of termination and be settled
within ten (10) business days thereafter; [provided, however,
that to the extend the vesting of any 


 

















 


Joseph R. Ianniello


As of November 17, 2008


Page 13


 


such RSUs is contingent upon satisfaction of specified performance
criteria in accordance with the requirements of Internal Revenue Code Section 162(m) (“Code
Section 162(m)”), such RSUs shall vest if and when the CBS Compensation
Committee determines that the performance criteria relating to such RSUs has
been met and be settled within ten (10) business days thereafter; provided,
further, that to the extent that you are a “specified employee” (within
the meaning of Code Section 409A and determined pursuant to procedures
adopted by CBS) at the time of your termination and any portion of your RSUs
that would otherwise be settled during the six-month period following your
termination of employment constitutes deferred compensation (within the meaning
of Code Section 409A), such portion shall be settled on the earlier of (i) the
first business day of the seventh month following the month in which your
termination of employment occurs or (ii) your death.


 


d.       All awards of
restricted shares that would otherwise vest on or before the end of an eighteen
(18) month period thereafter shall accelerate and vest immediately on the date
of termination.


 


You shall be required to mitigate the amount of any
payment provided for in (i) of this paragraph 8(d) by seeking other
employment, and the amount of such payments shall be reduced by any
compensation earned by you from any source, including, without limitation,
salary, sign-on or annual bonus compensation, consulting fees, and commission
payments, provided, that mitigation shall not be required, and no
reduction for other compensation shall be made for earnings for services
provided during the first twelve (12) months after the termination of your
employment.  You agree to advise CBS
immediately and in writing of any employment for which you are receiving such
payments and to provide documentation as requested by CBS with respect to such
employment.  The payments provided for in
(i) above are in lieu of any other severance or income continuation or
protection under any CBS plan that may now or hereafter exist.


 


(e)           Renewal Notice / Non-Renewal.  CBS shall
notify you six (6) months prior to the expiration of this Agreement in
writing if it intends to continue your employment beyond the expiration of the
Term. If you are notified that CBS does intend to continue your employment,
then you agree that you shall negotiate exclusively with CBS for the first 90
days following such notification. Nothing contained herein shall obligate CBS
to provide an increase to your compensation hereunder upon such renewal.


 

















 


Joseph R. Ianniello


As of November 17, 2008


Page 14


 


If you remain employed beyond the end of the Term but have not entered
into a new contractual relationship with CBS, or any of CBS’s affiliated
companies, your continued employment shall be “at will” and on such terms and
conditions as CBS may at the time establish, and either party, during such
period, may terminate your employment at any time, provided, that if CBS
terminates your employment during such period without cause, you shall become
eligible to receive severance under the then current CBS severance policy
applicable to executives at your level subject to the terms of such severance
policy including your execution of a release in favor of CBS.


 


(f)            Termination of Benefits.  Notwithstanding anything in this Agreement to
the contrary (except as otherwise provided in paragraph 8(d) with respect
to medical and dental benefits), participation in all CBS benefit plans and
programs (including, without limitation, vacation accrual, all retirement and
related excess plans and LTD) will terminate upon the termination of your
employment except to the extent otherwise expressly provided in such plans or
programs and subject to any vested rights you may have under the terms of such
plans or programs.  The foregoing shall
not apply to the LTMIP and, after the termination of your employment, your
rights under the LTMIP shall be governed by the terms of the LTMIP award
agreements, certificates, the applicable LTMIP plan(s) and this Agreement.


 


(g)           Resignation from Official Positions.  If your employment with CBS terminates for
any reason, you shall be deemed to have resigned at that time from any and all
officer or director positions that you may have held with CBS, or any of CBS’s
affiliated companies and all board seats or other positions in other entities
you held on behalf of CBS.  If, for any
reason, this paragraph 8(g) is deemed insufficient to effectuate such
resignation, you agree to execute, upon the request of CBS, any documents or
instruments which CBS may deem necessary or desirable to effectuate such
resignation or resignations, and you hereby authorize the Secretary and any
Assistant Secretary of CBS to execute any such documents or instruments as your
attorney-in-fact.


 


(h)           Release and Compliance with Paragraph 6.  Notwithstanding any provision herein to the
contrary, CBS’ obligation to make the payments or provide any benefit provided
for in paragraph 8(d) shall be conditioned on your execution of an
effective release (with all periods for revocation set forth therein having
expired), such date the “Release Effective Date,” in favor of CBS and its
affiliated companies in a form satisfactory to CBS within 45 days following
your termination of employment; provided, however, that if the maximum period
in which the release may be revoked ends in the year following the year in
which your employment terminates, then the Release Effective Date shall be
deemed to be the later of (i) the first business day in the year following
the year in which your employment is terminated or (ii) the Release
Effective Date (without regard to this proviso). In addition, the payments and
benefits described in paragraph 8(d) shall immediately cease, and CBS
shall have no further obligations to


 

















 


Joseph R. Ianniello


As of November 17, 2008


Page 15


 


you with respect thereto, in the event that you materially breach any
provision of paragraph 6 hereof.


 


9.             Death.  In the event of your death prior to the end
of the Term while actively employed, your beneficiary or estate shall receive (i) your
Salary up to the date on which the death occurs; (ii) any Bonus earned in
the prior year but not yet paid; and (iii) bonus compensation for the
calendar year in which the death occurs, determined in accordance with the STIP
(i.e., based upon CBS’s achievement of its goals and CBS’s good faith
estimate of your achievement of your personal goals) and pro-rated for the
portion of the year through the date of death, payable, less applicable
deductions and withholding taxes, by February 28th of the following
calendar year.  In the event of your
death after the termination of your employment while you are entitled to
receive compensation under paragraph 8(d), your beneficiary or estate shall
receive (x) any Salary payable under
paragraph 8(d)(i) up to the date on which the death occurs; and  (y) bonus
compensation for the calendar year in which the death occurs in an amount equal
to your Target Bonus and pro-rated for the portion of the year through the date
of death, payable, less applicable deductions and withholding taxes, by February 28th
of the following calendar year.


 


10.             No Acceptance of Payments.  You represent that you have not accepted or
given nor will you accept or give, directly or indirectly, any money, services
or other valuable consideration from or to anyone other than CBS for the
inclusion of any matter as part of any film, television program or other
production produced, distributed and/or developed by CBS, or any of CBS’s
affiliated companies.


 


11.             Equal Opportunity Employer; Employee
Statement of Business Conduct. You recognize that CBS is
an equal opportunity employer.  You agree
that you will comply with CBS policies regarding employment practices and with
applicable federal, state and local laws prohibiting discrimination on the
basis of race, color, sex, religion, national origin, citizenship, age, marital
status, sexual orientation, disability or veteran status.  In addition, you agree that you will comply
with the CBS Business Conduct Statement.


 


12.             Notices.  All notices under this Agreement must be
given in writing, by personal delivery or by registered mail, at the parties’
respective addresses shown on this Agreement (or any other address designated
in writing by either party), with a copy, in the case of CBS, to the attention
of the Executive Vice President, General Counsel, CBS.  Any notice given by registered mail shall be
deemed to have been given three days following such mailing.


 


13.             Assignment.  This is an Agreement for the performance of
personal services by you and may not be assigned by you or CBS except that CBS
may assign this Agreement to any affiliated company of or any successor in
interest to CBS.


 

















 


Joseph R. Ianniello


As of November 17, 2008


Page 16


 


14.            New York Law, Etc.  You acknowledge that this Agreement has been
executed, in whole or in part, in New York, and your employment duties are
primarily performed in New York. 
Accordingly, you agree that this Agreement and all matters or issues
arising out of or relating to your CBS employment shall be governed by the laws
of the State of New York applicable to contracts entered into and performed
entirely therein.


 


15.             No Implied Contract.  Nothing contained in this Agreement shall be
construed to impose any obligation on CBS or you to renew this Agreement or any
portion thereof.  The parties intend to
be bound only upon execution of a written agreement and no negotiation,
exchange of draft or partial performance shall be deemed to imply an
agreement.  Neither the continuation of
employment nor any other conduct shall be deemed to imply a continuing
agreement upon the expiration of the Term.


 


16.             Entire Understanding.  This Agreement contains the entire
understanding of the parties hereto relating to the subject matter contained in
this Agreement, and can be changed only by a writing signed by both parties.


 


17.             Void Provisions.  If any provision of this Agreement, as
applied to either party or to any circumstances, shall be found by a court of
competent jurisdiction to be unenforceable but would be enforceable if some
part were deleted or the period or area of application were reduced, then such
provision shall apply with the modification necessary to make it enforceable,
and shall in no way affect any other provision of this Agreement or the
validity or enforceability of this Agreement.


 


18.             Supersedes Prior Agreements.  With respect to the period covered by the
Term, this Agreement supersedes and cancels all prior agreements relating to
your employment by CBS, or any of CBS’s affiliated companies relating to the
subject matter herein, including, without limitation, your prior employment
agreement with CBS date September 1, 2007.


 

















 


Joseph R. Ianniello


As of November 17, 2008


Page 17


 


19.           Payment of Deferred
Compensation – Section 409A.


 


(a)             To the extent applicable, it
is intended that the compensation arrangements under this Agreement be in full
compliance with Code Section 409A. 
This Agreement shall be construed in a manner to give effect to such
intention.  In no event whatsoever
(including, but not limited to as a result of this paragraph 19 or otherwise)
shall CBS or any of its affiliates be liable for any tax, interest or penalties
that may be imposed on you under Code Section 409A.  Neither CBS nor any of its affiliates have
any obligation to indemnify or otherwise hold you harmless from any or all such
taxes, interest or penalties, or liability for any damages related thereto.  You acknowledge that you have been advised to
obtain independent legal, tax or other counsel in connection with Code Section 409A.


 


(b)             Your right to any in-kind
benefit or reimbursement benefits pursuant to any provisions of this Agreement
or pursuant to any plan or arrangement of CBS covered by this Agreement shall
not be subject to liquidation or exchange for cash or another benefit.


 


20.             Arbitration.  If any disagreement or dispute whatsoever
shall arise between the parties concerning this Agreement (including the
documents referenced herein) or your employment with CBS, the parties hereto
agree that such disagreement or dispute shall be submitted to arbitration
before the American Arbitration Association (“AAA”), and that a neutral
arbitrator will be selected in a manner consistent with its Employment
Arbitration Rules and Mediation Procedures (“Rules”).  Such arbitration shall be confidential and
private and conducted in accordance with the 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, CBS shall be entitled to seek injunctive, provisional and
equitable relief in a court proceeding as a result of your alleged violation of
the terms of Section 6 of this Agreement, and you hereby consent and agree
to exclusive personal jurisdiction in any state or federal court located in the
City of New York, Borough of Manhattan.


 


[signature page to follow]


 

















 


If the foregoing correctly sets forth our
understanding, please sign, date and return all four (4) copies of this
Agreement to the undersigned for execution on behalf of CBS; after this
Agreement has been executed by CBS and a fully-executed copy returned to you,
it shall constitute a binding agreement between us.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  CBS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Anthony G. Ambrosio

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Anthony
  G. Ambrosio

  
	
  ACCEPTED
  AND AGREED:

  	
   

  	
  Title:

  	
  EVP
  HR & ADMIN

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Joseph Ianniello

  	
   

  	
   

  
	
  Joseph
  R. Ianniello

  	
   

  
	
   

  	
   

  
	
  Dated:
  

  	
  11/24/08