Exhibit 10(o)


 


CBS CORPORATION


 2005 RSU PLAN
FOR OUTSIDE DIRECTORS


 (as amended and
restated through January 29, 2010)


 


ARTICLE I


 


GENERAL


 


Section 1.1    Purpose.


 


The purpose of the CBS Corporation 2005 RSU Plan for
Outside Directors, as amended from time to time (the “Plan”), is to benefit and
advance the interests of CBS Corporation, a Delaware corporation (the “Company”),
and its subsidiaries by obtaining and retaining the services of qualified
persons who are not employees of the Company or its subsidiaries to serve as
directors and to induce them to make a maximum contribution to the success of
the Company and its subsidiaries.


 


Section 1.2    Definitions.


 


As used in the Plan, the following terms shall have
the following meanings:


 


(a)         “Agreement”
shall mean the written agreement and/or certificate or other documentation
governing an Award under the Plan, which shall contain terms and conditions not
inconsistent with the Plan and which shall incorporate the Plan by reference.


 


(b)         “Annual
RSU Grant” shall mean a grant of Director RSUs made pursuant to Section 2.1(b),
Section 2.1(c) or Section 2.1(d).


 


(c)          “Award”
shall mean any Director RSU or Dividend Equivalent.


 


(d)         “Board”
shall mean the Board of Directors of the Company.


 


(e)         “Class B
Common Stock” shall mean the shares of Class B Common Stock, par value
$0.001 per share, of the Company.


 


(f)          “Company”
shall have the meaning set forth in Section 1.1.


 


(g)         “Director
RSUs” shall mean a contractual right granted to a Participant pursuant to Article II
to receive shares of Class B Common Stock, subject to the terms and
conditions set forth in the Plan. Director RSUs shall be settled exclusively in
Class B Common Stock. Director RSUs include the Initial RSU Grants, the
Prorated RSU Grants and the Annual RSU Grants.


 

















 


(h)         “Dividend
Equivalent” shall mean a right to receive a payment based upon the value of the
regular cash dividend paid on a specified number of shares of Class B
Common Stock as set forth in Article III below. Payment in respect of
Dividend Equivalents upon settlement shall be in shares of Class B Common
Stock except as set forth in Article III below.


 


(i)          “Effective
Date” shall mean the effective date of the Plan provided for in Article VII
below.


 


(j)          “Fair
Market Value” of a share of Class B Common Stock on a given date shall
mean, unless otherwise determined by the Board, the closing price on such date
on the New York Stock Exchange or other principal stock exchange on which the Class B
Common Stock is then listed, as reported by
The Wall Street Journal (Northeast edition) as the 4:00 p.m.
(New York time) closing price or as reported by any other authoritative source
selected by the Company.


 


(k)         “Initial
RSU Grant” shall have the meaning set forth in Section 2.1.


 


(l)          “Outside
Director” shall mean any member of the Board who is not an employee of the
Company or any of its Subsidiaries.


 


(m)        “Participant”
shall mean any Outside Director to whom Awards have been granted under the
Plan.


 


(n)         “Plan”
shall have the meaning set forth in Section 1.1.


 


(o)         “Prorated
RSU Grant” shall have the meaning set forth in Section 2.1.


 


(p)         “RSUs”
shall have the meaning set forth in Section 2.1.


 


(q)         “Stock
Option Plan” shall mean the CBS Corporation 2000 Stock Option Plan for Outside
Directors, as amended from time to time.


 


(r)          “Subsidiary”
shall mean a corporation (or a partnership or other enterprise) in which the
Company owns or controls, directly or indirectly, more than 50% of the
outstanding shares of stock normally entitled to vote for the election of
directors (or comparable equity participation and voting power).


 


Section 1.3    Administration
of the Plan.


 


The Plan shall be administered by the members of the
Board who are not Outside Directors, and such Board members shall determine all
questions of interpretation, administration and application of the Plan. Such
Board members’ determinations shall be final and binding in all matters
relating to the Plan. The Board may authorize any officer of the Company to
execute and deliver an Agreement on behalf of the Company to a Participant.


 


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Section 1.4    Eligible
Persons.


 


Awards shall be granted only to Outside Directors.


 


Section 1.5    Class B
Common Stock Subject to the Plan.


 


Subject to adjustment in accordance with the
provisions of Article IV hereof, the maximum number of shares of Class B
Common Stock available for Awards made under the Plan on or after January 1,
2009, when aggregated with the number of shares of Class B Common Stock
available for awards made under the Stock Option Plan on or after January 1,
2009, shall be 1,681,995 shares plus any shares that are available to be
regranted pursuant to the last sentence of this Section 1.5. The shares of
Class B Common Stock shall be made available from authorized but unissued
shares of Class B Common Stock or from shares of Class B Common Stock
issued and held in the treasury of the Company. The settlement of any Awards
under the Plan in any manner shall result in a decrease in the number of shares
of Class B Common Stock which thereafter may be issued for purposes of
this Section 1.5 by the number of shares issued upon such settlement.
Shares of Class B Common Stock with respect to which Awards lapse, expire
or are cancelled without being settled or are otherwise terminated may be
regranted under the Plan.


 


ARTICLE II


 


 RESTRICTED
SHARE UNITS


 


Section 2.1    Grants of
Restricted Share Units (“RSUs”).


 


(a)         On
the date of the Company’s 2005 Annual Meeting of Stockholders, each Outside
Director as of such date shall automatically be granted a number of Director
RSUs determined by dividing (i) $55,000
by (ii) the Fair Market Value of one share of Class B
Common Stock on the date of grant, with each fractional RSU rounded up to the
next highest whole RSU (the “Initial RSU Grant”). The Initial RSU Grant is made
in respect of the period from the date of the Company’s 2005 Annual Meeting of
Stockholders through January 31, 2006, and only persons who are Outside
Directors as of the Company’s 2005 Annual Meeting of Stockholders shall be
entitled to receive the Initial RSU Grant.


 


(b)         On
January 31, 2006 and 2007, each Outside Director shall automatically be
granted a number of Director RSUs determined by dividing (i) $55,000 by 
(ii) the Fair Market Value of one share of Class B Common
Stock on the date of grant, with each fractional RSU rounded up to the next
highest whole RSU.


 


(c)          On
January 31, 2008 and 2009, each Outside Director shall automatically be
granted a number of Director RSUs determined by dividing (i) $75,000 by 
(ii) the Fair Market Value of one share of Class B Common Stock
on the date of grant, with each fractional RSU rounded up to the next highest
whole RSU.


 


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(d)         On
January 31, 2010 and each January 31st thereafter, each Outside Director shall
automatically be granted a number of Director RSUs determined by dividing (i) $100,000 by (ii) the Fair Market Value of one
share of Class B Common Stock on the date of grant, with each fractional
RSU rounded up to the next highest whole RSU.


 


(e)         Effective
November 1, 2007, in the event that an Outside Director joins the Board
following the date of an Annual RSU Grant, but during the calendar year of the
grant, such Outside Director shall automatically receive, five (5) business
days following the date he or she joins the Board, a Prorated RSU Grant. A “Prorated
RSU Grant” shall mean a grant of a number of Director RSUs determined by
dividing (i) the product of (a) the value of the Annual RSU Grant for
that calendar year divided by 12 and (b) the number of months remaining in
such calendar year from the date the Outside Director joins the Board (counting
the month of joining as a full month), by  (ii) the Fair Market Value of one share
of Class B Common Stock on the date of grant, with each fractional RSU
rounded up to the next highest whole RSU.


 


With respect to calendar year 2007, an Outside
Director who joined the Board following the date of the 2007 Annual RSU Grant
but prior to November 1, 2007 shall receive a Prorated RSU Grant on November 1,
2007.


 


(f)         With
respect to the Initial RSU Grant, each Annual RSU Grant and each Prorated RSU
Grant, if the relevant date of grant is not a business day on which the Fair
Market Value can be determined, then the Fair Market Value shall be determined
as of the last business day preceding the relevant date of grant on which the
Fair Market Value can be determined. The terms and conditions of the Director
RSUs shall be set forth in an Agreement which shall be delivered to the
Participants reasonably promptly following the relevant date of grant of such
Director RSUs.


 


Section 2.2    Vesting.


 


Director RSUs shall be settled only to the extent
the Participant is vested therein. Subject to Section 2.3(b), the Initial
RSU Grant and each Annual RSU Grant shall vest on the first anniversary of the
relevant date of grant. A Prorated RSU Grant shall vest on the first
anniversary of the date of grant of the Annual RSU Grant that was awarded
during the calendar year in which the Participant received such Prorated RSU
Grant.


 


Section 2.3    Settlement of
Restricted Share Units.


 


(a)    Settlement.    On
the date on which Director RSUs vest, all restrictions contained in the
Agreement covering such Director RSUs and in the Plan shall lapse as to such
Director RSUs, and the Director RSUs shall be payable in shares of Class B
Common Stock and shall be evidenced in such manner as the Board in its
discretion shall deem appropriate, including, without limitation, book-entry
registration or issuance of one or more stock certificates. If stock certificates
are issued, such certificates shall be 


 


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delivered
to the Participant or such certificates shall be credited to a brokerage
account if the Participant so directs;
provided , however,
that such certificates shall bear such legends as the Board, in its sole
discretion, may determine to be necessary or advisable in order to comply with
applicable federal or state securities laws.


 


(b)    Settlement
in the Event of Termination of Services.    If
the services of a Participant as a director of the Company terminate for any
reason, the Participant shall forfeit all unvested Director RSUs as of the date
of such event.


 


(c)    Deferral
of Settlement.    Notwithstanding Section 2.3(a),
a Participant may elect to defer settlement of any or all Director RSUs to a
date subsequent to the vesting date of such Director RSUs, provided 
that: (i) with respect to each Annual RSU Grant, such election to
defer is made no later than December 31 of the year prior to the year in
which the Outside Director performs any of the services for which such Director
RSUs are granted; (ii) with respect to the Initial RSU Grant, such
election to defer is made within 30 days of the date of the Company’s 2005
Annual Meeting of Stockholders; and (iii) with respect to each Prorated
RSU Grant, such election to defer is made prior to the date of grant, except
that, with respect to Prorated RSU Grants for the calendar year 2007, such
grants shall not be eligible for deferral. Settlement of any deferred Director
RSUs shall be made in a single distribution or three or five annual
installments in accordance with the Participant’s deferral election. The single
distribution or first annual installment, as applicable, will be payable on the
later of (i) six months following the date of the Participant’s
termination of services on the Board for any reason or (ii) January 31
of the calendar year following the calendar year in which the Participant’s
services on the Board terminates for any reason.


 


ARTICLE III


 


 DIVIDEND
EQUIVALENTS


 


The Participant shall be entitled to receive
Dividend Equivalents on the Director RSUs in the event the Company pays a
regular cash dividend with respect to the shares of Class B Common Stock.
The Company shall maintain a bookkeeping record that credits the dollar amount
of the Dividend Equivalents to a Participant’s account on the date that the
Company pays such regular cash dividend on the shares of Class B Common
Stock. Dividend Equivalents shall accrue on the Director RSUs until the
Director RSUs vest, at which time they shall be paid in shares of Class B
Common Stock determined by dividing (i) the aggregate amount credited in
respect of such Dividend Equivalents by  (ii) the Fair Market Value on the
vesting date, with any fractional shares resulting from this calculation
rounded up to the next highest whole share. Payment of Dividend Equivalents
that have been credited to the Participant’s account will not be made with
respect to any Director RSUs that do not vest and are cancelled.


 


In addition, if the Participant elects to defer
settlement of the Director RSUs, as permitted under Section 2.3(c), such
Director RSUs will continue to earn Dividend Equivalents on the deferred
Director RSUs through the settlement date. All such 


 


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Dividend
Equivalents credited to the Participant’s account with respect to deferred
Director RSUs shall be converted, on the anniversary of the date on which the
Director RSUs originally vested and on each anniversary thereof, as
appropriate, until the Director RSUs are settled, into additional whole
Director RSUs, based on the Fair Market Value of the Class B Common Stock
on the respective dates. Such additional Director RSUs shall be deferred subject
to the same terms and conditions as the Directors RSUs to which the Dividend
Equivalents originally related.


 


ARTICLE IV


 


 EFFECT OF
CERTAIN CORPORATE CHANGES


 


In the event of any merger, consolidation,
stock-split, dividend (other than a regular cash dividend), distribution,
combination, recapitalization, reclassification, reorganization, split-off or
spin-off that changes the character or amount of the shares of Class B
Common Stock or any other changes in the corporate structure, equity securities
or capital structure of the Company, the Board shall make such proportionate
adjustments to (i) the number and kind of securities subject to any
outstanding Awards, (ii) the number and kind of securities subject to the
Initial RSU Grant, the Prorated RSU Grants and the Annual RSU Grants referred
to in Section 2.1, and (iii) the maximum number and kind of
securities available for issuance under the Plan referred to in Section 1.5,
in each case, as it deems appropriate. The Board may, in its sole discretion,
also make such other adjustments as it deems appropriate in order to preserve,
but not increase, the benefits or potential benefits intended to be made
available hereunder upon the occurrence of any of the foregoing events. The
Board’s determination as to what, if any, adjustments shall be made shall be
final and binding on the Company and all Participants. Adjustments under this Article shall
be conducted in a manner consistent with any adjustments under the Stock Option
Plan.


 


ARTICLE V


 


 MISCELLANEOUS


 


Section 5.1    No Right to
Re-election.


 


Nothing in the Plan shall be deemed to create any
obligation on the part of the Board to nominate any of its members for
re-election by the Company’s stockholders, nor confer upon any Participant the
right to remain a member of the Board for any period of time, or at any
particular rate of compensation.


 


Section 5.2    Restriction on
Transfer.


 


The rights of a Participant with respect to any
Awards under the Plan shall not be transferable by the Participant to whom such
Awards are granted, except (i) by will or the laws of descent and
distribution, (ii) upon prior notice to the Company, for transfers to
members of the Participant’s immediate family or trusts whose beneficiaries are
members 


 


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of
the Participant’s immediate family, provided  that such transfer is being made for estate
and/or tax planning purposes without consideration being received therefor, (iii) upon
prior notice to the Company, for transfers to a former spouse incident to a
divorce, or (iv) for such other transfers as the Board may approve,
subject to any conditions and limitations that it may, in its sole discretion,
impose.


 


Section 5.3    Stockholder
Rights.


 


No grant of an Award under the Plan shall entitle a
Participant, a Participant’s estate or a permitted transferee to any rights of
a holder of shares of Class B Common Stock, except upon the delivery of
shares as provided in Section 2.3(a) to a Participant, the
Participant’s estate or the permitted transferee upon settlement of an Award.


 


Section 5.4    No Restriction
on Right of Company to Effect Corporate Changes.


 


The Plan shall not affect in any way the right or
power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the Company’s
capital structure or its business, or any merger or consolidation of the
Company, or any issue of stock or of options, warrants or rights to purchase
stock or of bonds, debentures, preferred or prior preference stocks whose
rights are superior to or affect the shares of Class B Common Stock or the
rights thereof or which are convertible into or exchangeable for shares of Class B
Common Stock, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.


 


Section 5.5    Headings.


 


The headings of articles and sections herein are
included solely for convenience of reference and shall not affect the meaning
of any of the provisions of the Plan.


 


Section 5.6    Governing Law.


 


The Plan and all rights hereunder shall be construed
in accordance with and governed by the laws of the State of Delaware.


 


ARTICLE VI


 


 AMENDMENT AND
TERMINATION


 


The Board may at any time and from time to time
alter, amend, suspend or terminate the Plan in whole or in part, including,
without limitation, amending the provisions for determining the amount of
Director RSUs to be issued to an Outside Director, provided, however , that any amendment which under the
requirements of applicable law or under the rules of the New York Stock
Exchange or other principal stock exchange on which the shares of Class B
Common Stock are then listed must be 


 


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approved
by the stockholders of the Company shall not be effective unless and until such
stockholder approval has been obtained in compliance with such law or rule; and
no alteration, amendment, suspension or termination of the Plan that would
adversely affect a Participant’s rights under the Plan with respect to any
Award made prior to such action shall be effective as to such Participant
unless he or she consents thereto, provided, however, that no such consent shall be
required if the Board determines in its sole discretion that any such
alteration, amendment, suspension or termination is necessary or advisable to
comply with any law, regulation, ruling, judicial decision or accounting standards
or to ensure that Director RSUs or Dividend Equivalents are not subject to
federal, state or local income tax prior to settlement.


 


ARTICLE VII


 


 EFFECTIVE DATE
AND TERM


 


Section 7.1    Plan History.


 


The Effective Date of the Plan is May 26, 2005,
the date on which stockholder approval was first obtained at the Company’s 2005
Annual Meeting of Stockholders. The first amendment and restatement of the Plan
became effective as of May 25, 2006, the date on which stockholder
approval was obtained at the Company’s 2006 Annual Meeting of Stockholders. The
second amendment and restatement of the Plan became effective as of May 23,
2007. The third amendment and restatement of the Plan became effective as of November 1,
2007. The fourth amendment and restatement of the Plan became effective as of June 9,
2009, the date on which stockholder approval was obtained at the Company’s 2009
Annual Meeting of Stockholders.  The
fifth amendment and restatement of the Plan became effective as of January 29,
2010.


 


Section 7.2    Term of the
Plan.


 


Unless earlier terminated in accordance with Article VI
above, the Plan shall terminate on the date of the Company’s 2015 Annual
Meeting of Stockholders, and no further Awards may be granted hereunder after
such date.


 


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