Exhibit 10(e)(i)


 


 


CBS
Corporation


Stock Option Certificate


 


Granted
under the
[                                            ]
Plan


 


 


	
   

  	
  DATE
  OF GRANT:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXERCISE
  PRICE:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXPIRATION
  DATE:

  	
   

  	
   

  	
   

  



 


 


This certifies that CBS Corporation has granted to the employee named
on the CBS Stock Plans webpage (the “Participant”) on the date
indicated above (the “Date of Grant”), non-qualified Stock Options to
purchase the number of shares of the Company’s Class B Common Stock listed
under the Stock Options Grant Listing tab of the CBS Stock Plans webpage at
a purchase price per share equal to the exercise price indicated above (the “Exercise
Price”), and with the expiration date indicated above (“Expiration Date”),
under the Company’s
[                          ]
Plan, as amended from time to time, all on the Terms and Conditions attached
hereto.


 


 


 


 


	
   

  	
   

  
	
   

  	
  Executive
  Vice President,

  
	
   

  	
  Human
  Resources and Administration

  



 


 


 


 


 


If there is a discrepancy between the CBS Stock Plans webpage and the official records maintained by the office of the Executive Vice
President, Human Resources and Administration, the official records will
prevail.


 

















 


CBS
Corporation


Terms and Conditions to the Stock Option Certificate


 


Granted
under the [                                            ]
Plan


 


ARTICLE I


 


TERMS
OF STOCK OPTIONS


 


Section 1.1  Grant of Stock Options.  CBS Corporation, a Delaware corporation (the
“Company”), has awarded the Participant Stock Options (the “Stock
Options”) under the
[                          ]
Plan, as amended from time to time (the “Plan”).  The Stock Options have been awarded to the
Participant subject to the terms and conditions contained in (A) the
certificate for the grant of Stock Options attached hereto (the “Stock
Option Certificate”), (B) the terms and conditions contained herein
(the Stock Option Certificate and the terms and conditions, collectively, the “Certificate”)
and (C) the Plan, the terms of which are hereby incorporated by reference
(the items listed in (A), (B) and (C), collectively, the “Terms and
Conditions”).  A copy of the Plan has
been or will be made available to the Participant on-line at Morgan Stanley
Smith Barney’s website.


 


Capitalized terms that are not otherwise defined
herein have the meanings assigned to them in the Stock Option Certificate or
the Plan.  The Stock Options are not
intended to be, or to qualify as, “Incentive Stock Options”
within the meaning of Section 422 of the Code.


 


Section 1.2  Terms of Stock Options.


 


(a)  Vesting.  The Stock Options shall be exercisable only
to the extent the Participant is vested therein.  The Stock Options shall vest in four equal
installments on each of the first, second, third and fourth anniversaries of
the Date of Grant, except that any fractional Stock Options resulting from the
application of the foregoing vesting schedule will be aggregated and will vest
on whichever of the preceding vesting dates shall be determined by the Company
in accordance with its customary procedures.


 


(b)  Option
Period.  Except as provided in Section 1.2(c) hereof,
the period during which the Stock Options may be exercised shall expire on the
eighth anniversary of the Date of Grant (the “Expiration Date”).  If the Participant remains employed by the
Company or any of its Subsidiaries through the Expiration Date, his or her
Outstanding Stock Options may be exercised to the extent exercisable until the
close of trading (generally 4:00 p.m. New York time) on the last trading
day falling within the exercise period on the New York Stock Exchange or, if
different, the principal stock exchange on which the Class B Common Stock
is then listed.  The Participant must act
within a reasonable amount of time to execute and complete the trade prior to
the close of trading on the Expiration Date of the grant.  If the Expiration Date is not a trading day,
then the last day the Stock Options may be exercised is the last trading day
preceding the Expiration Date.


 


 


 


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(c)  Exercise
in the Event of a Termination of Employment, Retirement, Permanent Disability
or Death:


 


(i)                                    Termination
other than for Cause, or due to Retirement, Permanent Disability or Death.


 


(x)                                If, at the time
of his or her termination of employment, the Participant is a party to an
employment agreement with the Company or one of its Subsidiaries that contains
provisions different from those set forth in Section 1.2(c)(i)(y) below,
then such different provisions will control so long as they are in effect and
applicable to the Participant at the time of his or her termination of
employment.


 


(y)                           Otherwise, in
the event of the Participant’s termination of employment (other than a
Termination for Cause) or due to the Participant’s Retirement, Permanent
Disability or death, the Participant’s Outstanding Stock Options can be
exercised in accordance with the following provisions:


 


(A)                    if the
Participant ceases to be an employee of the Company or any of its Subsidiaries
by reason of the voluntary termination by the Participant or the termination by
the Company or any of its Subsidiaries other than a Termination for Cause, his
or her Outstanding Stock Options may be exercised to the extent then
exercisable for a period of six months after the date of such termination, but
in no event later than the Expiration Date;


 


(B)                    if the
Participant ceases to be an employee of the Company or any of its Subsidiaries
by reason of the Participant’s Retirement, the Participant may exercise his or
her Outstanding Stock Options to the extent exercisable on the date of
Retirement until the Expiration Date;


 


(C)                    if the
Participant ceases to be an employee of the Company or any of its Subsidiaries
by reason of the Participant’s Permanent Disability, his or her Outstanding
Stock Options may be exercised to the extent exercisable upon the date of the
onset of such Permanent Disability until the third anniversary of such date,
but in no event later than the Expiration Date; and


 


(D)                 if a
Participant dies, the Participant’s Outstanding Stock Options may be exercised
to the extent exercisable at the date of death by (i) the Participant’s
beneficiary, if the Company has adopted procedures whereby Participants may
designate a 


 


 


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beneficiary and the
Participant has done so, or (ii) if the Company has not adopted such
procedures or the Participant has not designated a beneficiary, by the person
or persons who acquired the right to exercise such Outstanding Stock Options by
will or the laws of descent and distribution, in either case for a period of
two years after the date of death, but in no event later than the Expiration
Date.


 


Except as otherwise provided in this Section 1.2
or as otherwise determined by the Committee, upon the occurrence of an event
described in clauses (A), (B), (C) or (D) of this Section 1.2(c)(i)(y),
all rights with respect to Stock Options that are not vested as of such event
will be relinquished.  A “termination of
employment” occurs, for purposes of the Stock Options, when a Participant is no
longer an employee of the Company or any of its Subsidiaries.  Unless the Committee determines otherwise,
the employment of a Participant who works for a Subsidiary shall terminate, for
purposes of the Stock Options, on the date on which the Participant’s employing
company ceases to be a Subsidiary.


 


(ii)                       Termination for
Cause.  If the Participant’s
employment with the Company or any of its Subsidiaries ends due to a
Termination for Cause then, unless the Committee in its discretion determines
otherwise, all Outstanding Stock Options, whether or not then vested, shall
terminate effective as of the date of such termination.


 


(iii)                    Exercise
Periods following Termination of Employment, Retirement, Permanent Disability
or Death.  For the
purposes of determining the dates on which Stock Options may be exercised
following a termination of employment or Retirement, Permanent Disability or
death, the day following the date of termination of employment or Retirement,
Permanent Disability or death shall be the first day of the exercise period and
the Stock Options may be exercised until the close of trading (generally 4:00 p.m.
New York time) on the last trading day falling within the exercise period on
the New York Stock Exchange or, if different, the principal stock exchange on
which the Class B Common Stock is then listed.  Thus, if the last day of the exercise period
is not a trading day, then the last date the Stock Options may be exercised is
the last trading day preceding the end of the exercise period.


 


Section 1.3  Exercise of Stock Options.


 


(a) 
Whole or Partial Exercise.  The
Participant may exercise all vested Outstanding Stock Options granted hereunder
in whole at one time or in part in increments of 100 Stock Options (or in the
entire number of Outstanding Stock Options in which the Participant is vested,
if such number is less than 100) by notice to the Director, Global Stock Plans,
CBS Corporation, 51 West 52nd Street, New York, New York
10019, or to such agent(s) for the Company 


 


 


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(“Agent”) as the Company may from time to
time specify, in such manner and at such address as may be specified from time
to time by the Company.  Such notice
shall (i) state the number of whole Stock Options being exercised, and (ii) be
signed (or otherwise authorized in a manner acceptable to the Company) by the
person or persons so exercising the Stock Options and, in the event the Stock
Options are being exercised (pursuant to Section 1.2(c) hereof) by
any person or persons other than the Participant accompanied by proof
satisfactory to the Company’s counsel of the right of such person or persons to
exercise the Stock Options.  Information
concerning any Agent and its address may be obtained by contacting the Director,
Global Stock Plans.


 


(b) 
Payment of Aggregate Option Price. 
Full payment of the aggregate Exercise Price (which shall be determined
by multiplying the number of Stock Options being exercised by the Exercise
Price as set forth on the Stock Option Certificate) shall be made on or before
the settlement date for the shares of Class B Common Stock issued pursuant
to the exercise of the Stock Options.  In
accordance with the rules and procedures established by the Committee for
this purpose, the Stock Options may be exercised through a “cashless exercise”
procedure, approved by the Committee, involving a broker or dealer, that
affords the Participant the opportunity to sell immediately some or all of the
shares underlying the exercised portion of the Stock Options in order to
generate sufficient cash to pay the Exercise Price of the Stock Options.  In addition, if the Company so permits, the
Exercise Price may be paid in whole or in part using a net share settlement
procedure or through the withholding of shares subject to the Stock Options
with a value equal to the Exercise Price. 
In accordance with Section 4.3 hereof, the Participant shall make
an arrangement acceptable to the Company to pay to the Company an amount
sufficient to satisfy the combined federal, state, local or other withholding tax
obligations which arise in connection with the exercise of such Stock Options.


 


(c) 
Issuance of Shares.  Upon
satisfaction of the conditions set forth in Section 1.3(b) hereof,
the Company shall electronically transfer to the broker in the name of the
Participant the amount of shares of Class B Common Stock issued pursuant
to the exercise of the Stock Options.


 


(d) 
Outstanding Stock Options.  The
number of shares of Class B Common Stock subject to the Stock Options that
is set forth on the Stock Option Certificate may not reflect the number of
Outstanding Stock Options due to Stock Option exercises or adjustments pursuant
to Article II.


 


ARTICLE II


 


EFFECT OF CERTAIN CORPORATE CHANGES


 


In
the event of a merger, consolidation, stock split, reverse stock split,
dividend, distribution, combination, reclassification, reorganization,
split-up, spin-off or recapitalization that changes the character or amount of
the Class B Common Stock or any other changes in the corporate structure,
equity securities or capital structure of the Company, the Committee shall make
such adjustments, if any, to the number of shares and kind of securities
subject to the Stock Options, and the Exercise Price of the Stock Options, in
each case, as it deems appropriate.  The
Committee may, in its sole discretion, also make such other adjustments as it
deems appropriate in order to preserve the benefits or potential benefits
intended to be made available hereunder. Such determinations by the Committee
shall be conclusive and binding on all persons for all purposes.


 


 


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ARTICLE
III


 


DEFINITIONS


 


As used herein, the
following terms shall have the following meanings:


 


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


 


(b)                     “Certificate”
shall mean the Stock Option Certificate, together with the terms and conditions
contained herein.


 


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


 


(d)                     “Code” shall
mean the U.S. Internal Revenue Code of l986, as amended, including any
successor law thereto and the rules and regulations promulgated
thereunder.


 


(e)                      “Committee”
shall mean the Compensation Committee of the Board (or such other Committee(s) as
may be appointed or designated by the Board to administer the Plan).


 


(f)                        “Date of Grant”
shall be the date set forth on the Stock Option Certificate.


 


(g)                     “Expiration
Date” shall be the date set forth on the Stock Option Certificate and in Section 1.2(b) hereof.


 


(h)                     “Exercise Price”
shall be the amount set forth on the Stock Option Certificate, which amount
shall be equal to the Fair Market Value of a share of Class B Common Stock
on the Date of Grant.


 


(i)                         “Fair Market
Value” of a share of Class B Common Stock on a given date shall be the
4:00 p.m. (New York time) 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) or as reported by any other authoritative source selected by the
Company.


 


(j)                         “Outstanding
Stock Option” shall mean a Stock Option granted to the Participant which has
not yet been exercised and which has not yet expired or been terminated in
accordance with its terms.


 


(k)                      “Participant”
shall mean the employee named on the Stock Option Certificate.


 


(l)                         “Permanent
Disability” shall have the same meaning as such term or a similar term has in
the long-term disability policy maintained by the Company or a Subsidiary
thereof for the Participant and that is in effect on the date of the onset of
the Participant’s Permanent Disability, unless the Committee determines
otherwise.


 


(m)                   “Retirement”
shall, unless otherwise determined by the Committee, mean the termination
(other than by reason of death or for a Termination for Cause) of a
Participant’s employment with the Company and/or one of its Subsidiaries once
the Participant is at least 55 


 


 


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years of age and has completed at least ten years of service (as
determined pursuant to the Company’s applicable practices) with the Company
and/or its Subsidiaries.


 


(n)                     “Section 409A”
shall mean Section 409A of the Code and the rules, regulations and
guidance promulgated thereunder from time to time.


 


(o)                     “Stock Option”
shall mean the contractual right granted to the Participant to purchase shares
of Class B Common Stock at such time and price, subject to such other
Terms and Conditions.


 


(p)                     “Stock Option
Certificate” shall have the meaning set forth in Section 1.1 hereof.


 


(q)                     “Subsidiary”
shall mean a corporation or other entity with respect to 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
voting power), provided that the Committee may also designate any other
corporation or other entity in which the Company, directly or indirectly, has
an equity or similar interest corresponding to 50% or less of such voting power
as a Subsidiary for purposes of the Plan.


 


(r)                        “Termination
for Cause” shall mean a termination of employment with the Company or any of
its Subsidiaries by reason of (i) “cause,” as such term or a similar term
is defined in any employment agreement that is in effect and applicable to the
Participant, or (ii) if there is no such employment agreement in effect or
if such employment agreement contains no such term, the Participant’s:  (A) commission of any dishonest or
fraudulent act that has caused or may reasonably be expected to cause injury to
the interest or business reputation of the Company or any of it Subsidiaries; (B) conduct
constituting a felony, a financial crime, embezzlement or fraud, whether or not
related to the Participant’s employment; (C) willful unauthorized
disclosure of confidential information; (D) failure, neglect of or refusal
to substantially perform the duties of the Participant’s employment; (E) commission
or omission of any other act which is a material breach of the Company’s policies
regarding employment practices or the applicable federal, state and local laws
prohibiting discrimination or which is materially injurious to the financial
condition or business reputation of the Company or any Subsidiary; (F) failure
to comply with the written policies of the Company, including the Company’s
Business Conduct Statement or successor conduct statement as they apply from
time to time; (G) willful failure to cooperate with a bona fide internal
investigation or an investigation by regulatory or law enforcement authorities,
whether or not related to employment, after being instructed by the Company or
the Participant’s employer to participate; (H) willful destruction or
failure to preserve documents or other material known to be relevant to an
investigation referred to in the preceding clause (G); or (I) willful
inducement of others to engage in any of the conduct described in the preceding
clauses (A) through (H).


 


(s)                      “Terms and
Conditions” shall mean the Certificate, together with the Plan.


 


 


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ARTICLE
IV


 


MISCELLANEOUS


 


Section 4.1 
No Rights to Awards or Continued Employment.  Neither the Terms and Conditions nor any
action taken in accordance with such documents shall confer upon the Participant
any right to be employed by or to continue in the employment of the Company or
any Subsidiary, nor to be entitled to any remuneration or benefits not set
forth in the Terms and Conditions, including the right to receive any future
awards under the Plan or any other plan of the Company or any Subsidiary or
interfere with or limit the right of the Company or any Subsidiary to modify
the terms of or terminate the Participant’s employment at any time for any
reason.


 


Section 4.2 
Restriction on Transfer. 
The rights of the Participant with respect to the Stock Options shall be
exercisable during the Participant’s lifetime only by the Participant and shall
not be transferable by the Participant to whom the Stock Options are granted,
except by will or the laws of descent and distribution; provided,
that the Committee may permit other transferability, subject to any conditions
and limitations that it may, in its sole discretion, impose.


 


Section 4.3 
Taxes.  As a condition to
the exercise of the Stock Options, the Participant shall make a payment in cash
equal to the amount of any federal, state, local and/or other taxes owed as a
result of such exercise.  In accordance
with the rules and procedures established by the Committee for this
purpose, the Participant may satisfy such withholding obligations through a
“cashless exercise” procedure as described in Section 1.3(b).  In addition, if the Company so permits, the
Participant may satisfy such withholding obligations through a net share
settlement procedure or the withholding of shares subject to the applicable
Stock Options.


 


Section 4.4  
No Restriction on Right of Company to Effect Corporate Changes.  The Terms and Conditions 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 Class B Common Stock or
the rights thereof or which are convertible into or exchangeable for 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 4.5 
Stockholder Rights.  The
grant of Stock Options under the Terms and Conditions shall not entitle the
Participant or a Participant’s estate, any permitted transferee or beneficiary
to any rights of a holder of shares of Class B Common Stock, prior to the
time that the Participant, the Participant’s estate, any permitted transferee
or beneficiary is registered on the books and records of the Company as a
stockholder with respect to the shares of Class B Common Stock underlying
the Stock Options (or, where the shares are permitted to be held in “street”
name by a broker designated by the Participant or the Participant’s estate,
permitted transferee or beneficiary, until such broker has been so registered).


 


 


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Section 4.6 
Section 409A.  The
intent of the Company is that payments and distributions under these Terms and
Conditions comply with Section 409A and, accordingly, to the maximum
extent permitted, these Terms and Conditions shall be interpreted to be in
compliance therewith.  In no event shall
the Company or any of its Subsidiaries be liable for any tax, interest or
penalties that may be imposed on the Participant with respect to Section 409A.


 


Section 4.7  Interpretation.  In the event of any conflict between the
provisions of the Certificate (including the definitions set forth herein) and
those of the Plan, the provisions of the Plan will control.


 


Section 4.8  Breach of Covenants.  In the event that (i) the Participant is
party to an employment agreement or other agreement with the Company or one of
its Subsidiaries containing restrictive covenants relating to non-competition,
no solicitation of employees, confidential information or proprietary property,
and (ii) the Committee makes a good faith determination at any time that
the Participant has committed a material breach of any of such restrictive
covenants during the one year period after termination of the Participant’s
employment with the Company or a Subsidiary (regardless of the circumstances of
the Participant’s termination of employment), then (x) the Participant
will be required to return to the Company any net proceeds received by him or
her as a result of exercising vested Stock Options during the one year period
prior to such breach; and (y) notwithstanding any provision of the
Certificate or any other agreement between the Company and the Participant,
vested stock options that had vested during the one year period prior to such
breach will be canceled and under no circumstances will any unvested Stock
Options vest following the Committee’s determination that Participant has
committed a material breach.


 


Section 4.9  Governmental Regulations.  The Stock Options shall be subject to all
applicable rules and regulations of governmental or other authorities.


 


Section 4.10  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 Terms and Conditions.


 


Section 4.11  Governing Law.  The Terms and Conditions and all rights
hereunder shall be construed in accordance with and governed by the laws of the
State of Delaware.


 


 


 


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