Exhibit 10(j)


 


Summary of CBS Corporation Compensation for
Outside Directors


(Effective January 29, 2010)


 


Directors of CBS Corporation (the “Company”) who are not employees of
the Company or any of its subsidiaries (the “Outside Directors”) receive compensation
for their service as follows:


 


Cash Compensation


 


·     An annual Board retainer of
$60,000, payable in equal installments quarterly in advance, plus a per meeting
attendance fee of $2,000; and


 


·     The Chairs of the Audit,
Compensation and Nominating and Governance Committees each receive an annual
retainer of $20,000, payable in equal installments quarterly in advance, and
the members of those committees receive a per meeting attendance fee of $2,000.


 


Outside Directors may elect to defer their
cash compensation under the CBS Deferred Compensation Plan for Outside
Directors, or any successor plan.


 


Equity Compensation


 


Stock Options:


 


·     an initial grant of 12,734
stock options to purchase shares of the Company’s Class B common stock on
the date the director first joins the Board or becomes an Outside Director,
which options vest one year from the date of grant; and


 


·     an annual grant of 5,093
stock options to purchase shares of the Company’s Class B common stock on January 31st
of each year, which options vest in three equal annual installments, on the
first, second and third anniversaries of the date of grant.


 


The exercise price of the stock options is
the closing price of the Company’s Class B common stock on the New York
Stock Exchange (“NYSE”) on the date of grant.


 


Restricted Share Units (RSUs):


 


·     an annual grant of RSUs on January 31st
of each year equal to $100,000 in value based on the closing price of the
Company’s Class B common stock on the NYSE on the date of grant, which
RSUs vest one year from the date of grant; and


 


·     prorated RSU grants for
Outside Directors who join the Board following the date of the annual RSU
grant, but during the calendar year of the grant. Such grants will be made 5
business days following the date such Outside Director joins the Board, and
will be determined by multiplying the
value of the annual RSU grant for that calendar year divided by 12 (i.e., $100,000
divided by 12) by 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), divided by the closing price of the Company’s Class B common stock
on the NYSE on the date of grant.  Prorated RSU grants 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 Outside Director received such prorated
RSU grant.


 

















 


RSUs are payable to Outside Directors in
shares of the Company’s Class B common stock upon vesting unless the
Outside Director elects to defer settlement of the RSUs to a future date. 
Outside Directors are entitled to receive dividend equivalents on the RSUs in
the event the Company pays a regular cash dividend on its Class B common
stock.  Dividend equivalents will accrue on the RSUs (including deferred
RSUs) in accordance with the RSU Plan for Outside Directors until the RSUs are
settled.


 


Other


 


Expenses:


 


Outside Directors are reimbursed for expenses incurred in attending
Board, committee and stockholder meetings (including travel and lodging) in
accordance with the Company’s normal travel policies.


 


Matching Gifts Program for Directors:


 


Beginning in December 2008, all Directors, including the Outside
Directors, are eligible to participate in the Company’s Matching Gifts Program
for Directors. Under the program, the Company matches donations made by a
Director to eligible tax-exempt organizations at the rate of one dollar for
each dollar donated up to $7,500 for each fiscal year. The purpose of the
program is to recognize the interest of the Company and its Directors in
supporting eligible organizations.