Exhibit 10(e)(ii)


 


CBS
Corporation


Restricted
Share Units Certificate


 


 


Granted
under the
[                                  ]  Plan


 




	
   

  	
  DATE OF GRANT:

  	
   

  	
   

  






 


 


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”), the number of
Restricted Share Units corresponding to the Company’s Class B Common Stock
listed under the Restricted Shares and Units Award Listing tab of the CBS Stock
Plans webpage, 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 Restricted
Share Units Certificate


(Performance-Based
with Time-Vesting)


 


Granted
under the [                                  ]
Plan


 


ARTICLE I


 


TERMS
OF PERFORMANCE BASED RESTRICTED SHARE UNITS


 


Section 1.1  Grant of Restricted Share Units.  CBS Corporation, a Delaware corporation (the
“Company”), has awarded the Participant Restricted Share Units (the “RSUs”)
under the
[                          ]
Plan, as amended from time to time (the “Plan”).  The RSUs have been awarded to the Participant
subject to the terms and conditions contained in (A) the certificate for
the grant of RSUs attached hereto (the “Restricted Share Units Certificate”),
(B) the terms and conditions contained herein (the Restricted Share Units
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
Restricted Share Units Certificate or the Plan.


 


Section 1.2 
Terms of RSUs.


 


(a)  The Committee shall establish a
performance goal for the RSUs based on the achievement of a threshold level of
[                          ]
(the “Performance Goal”), subject to adjustment pursuant to Section 2.2
hereof, for calendar year [        ]
(the “Performance Period”).  The RSUs
shall vest in four equal installments on each of the first four anniversaries
of the Date of Grant, subject to the Committee certifying that the Performance
Goal established for the RSUs for the Performance Period has been
achieved.  Any fractional shares
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.  Notwithstanding anything to the contrary in Section 1.2(d) below,
if the Committee determines that the Performance Goal established for the RSUs
for the Performance Period has not been achieved, the RSUs will not vest, and
will be immediately cancelled in their entirety and the Participant’s rights
with respect to such RSUs will cease.


 


(b)  Settlement.  Within ten (10) business days after the
date each installment of the RSUs vests, that installment of the vested RSUs
shall be settled in shares of Class B Common Stock, which may be evidenced
in such manner as the Committee in its discretion shall deem appropriate,
including, without limitation, book-entry registration; provided, however,
that the RSUs scheduled to vest on the first anniversary of the Date of Grant
will be settled between January 1st and March 15th of the calendar year following the end of the
Performance Period,


 


 


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unless
the first anniversary of the Date of Grant occurs after such settlement period,
in which case the RSUs will be settled not later than March 15th of the calendar year following the calendar
year in which the first anniversary of the Date of Grant occurs; provided,
further, that such shares shall bear such legends as the Committee, in
its discretion, may determine to be necessary or advisable. (The Company
currently does not issue share certificates for the Class B Common
Stock.)  The Company will settle vested
RSUs by delivering the corresponding number of shares of Class B Common
Stock (less any shares withheld to satisfy withholding tax obligations) to the
Participant’s equity compensation account maintained with Morgan Stanley Smith
Barney (or its successor as service provider to the Company’s equity
compensation plans). Following settlement, the Participant may direct Morgan Stanley
Smith Barney (or its successor) to sell some or all of such shares, may leave
such shares in such equity compensation account or may transfer them to an
account that the Participant maintains with a bank or broker by following the
instructions made available to the Participant by the Company.


 


(c)                  Dividend
Equivalents.  Dividend
Equivalents shall accrue on the RSUs until the RSUs are vested and
settled.  Dividend Equivalents will be
subject to the same vesting and forfeiture conditions as the underlying RSUs on
which the Dividend Equivalents were accrued. 
The Company shall maintain a bookkeeping account on behalf of the
Participant to record the amount of the Dividend Equivalents credited in
respect of the Participant’s RSUs and shall periodically credit the accrual of
Dividend Equivalents to the Participant’s account at such time and in such
manner as determined by the Committee, in its discretion.  Accrued Dividend Equivalents that have been
credited to the Participant’s account shall be paid in cash through payroll
(reduced by amounts necessary to satisfy withholding tax obligations) in a lump
sum as soon as practicable after the date the RSUs on which the Dividend
Equivalents accrued are settled, but in no event later than the sixtieth (60th) day after such date; provided,
however, that if RSUs are scheduled to vest and be settled between a
dividend record date and a dividend payment date, the Dividend Equivalents
payable with respect to the RSUs on account of such dividend will be paid in a
lump sum on the dividend payment date, but in no event later than March 15th of the calendar year following the calendar
year in which the RSUs vest.  Accrued
Dividend Equivalents that have been credited to the Participant’s account will
not be paid with respect to any RSUs that do not vest and are cancelled.  Dividend Equivalents will not be credited
with any interest or other return between the date they accrue and the date
they are paid to the Participant.


 


(d)                   Termination of
Employment.


 


(i)                   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(d)(ii) 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.


 


(ii)              Otherwise, in
the event that the Participant’s employment with the Company or any of its
Subsidiaries ends for any reason before the RSUs have vested in accordance with
Section 1.2(a) hereof, or unless the Committee determines 


 


 


3

















 


otherwise, the Participant shall forfeit all unvested RSUs (and all
unvested Dividend Equivalents accrued thereon) as of the date of such
termination of employment.  A
“termination of employment” occurs, for purposes of the RSUs, when a
Participant is no longer an employee of the Company or any of its Subsidiaries
for any reason, including, without limitation, a reduction in force, a sale or
divestiture or shut-down of the business for which the Participant works, the
Participant’s voluntary resignation, the Participant’s termination with or
without cause or the Participant’s retirement, death or permanent
disability.  Unless the Committee
determines otherwise, the employment of a Participant who works for a
Subsidiary shall terminate, for purposes of the RSUs, on the date on which the
Participant’s employing company ceases to be a Subsidiary.


 


ARTICLE II


 


ADJUSTMENT OF AWARDS


 


Section 2.1  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
and kind of securities subject to the RSUs, as it deems appropriate. The
Committee may, in its 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.


 


Section 2.2  Adjustment of Performance Goal.  The Committee may adjust or modify the
calculation of the Performance Goal, as it determines in its discretion to be
appropriate, in accordance with Section 6.5 of the Plan; provided, however,
that to the extent compliance with the requirements of the Section 162(m) Exception
is required in order to ensure the deductibility of the RSUs, the Committee
shall make such adjustments (and only such adjustments) as are authorized by
the Committee at the time the Performance Goal is established by the Committee
for the Performance Period.  Such
adjustments by the Committee shall be conclusive and binding on all persons for
all purposes.


 


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.


 


 


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(b)                   “Certificate”
shall mean the Restricted Share Units 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 Restricted Share Units Certificate.


 


(g)               “Dividend
Equivalent” shall mean an amount in cash equal to the regular cash dividend
that would have been paid on the number of shares of Class B Common Stock
underlying the RSUs.


 


(h)              “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.


 


(i)                   “Participant”
shall mean the employee named on the Restricted Share Units Certificate.


 


(j)                 “Restricted
Share Units Certificate” shall have the meaning set forth in Section 1.1
hereof.


 


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


 


(l)                     “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.


 


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


 


 


 


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ARTICLE
IV


 


MISCELLANEOUS


 


Section 4.1   No Rights to Grants 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, or 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 
Taxes.  The Company or a
Subsidiary, as appropriate, shall be entitled to withhold from any RSUs that
vest, and from any payment (including payment of accrued dividends) made with
respect to the RSUs or otherwise under the Plan to the Participant or a
Participant’s estate or any permitted transferee, an amount sufficient to
satisfy any U.S. federal, state, local and/or other tax withholding
requirements. The Company expects that, in order to satisfy such requirements,
it will (i) in connection with the vesting of any RSUs, retain a portion
of such shares, and (ii) in connection with the payment any accrued cash
dividends, retain a portion of the cash amount that would otherwise be paid. As
a condition to receiving this grant of RSUs, the Participant has agreed to the
foregoing actions to satisfy such tax withholding requirements. Notwithstanding
the foregoing, the Company may, in its discretion and subject to such
conditions as it may determine, require or permit the Participant to satisfy
such tax withholding requirements through some other means (including without
limitation by payment of a cash amount equal to the amount of such tax
withholding requirements or by delivery of Class B Common Stock already
owned by the Participant having a Fair Market Value equal to the amount of such
tax withholding requirements).


 


Section 4.3  Stockholder Rights; Unsecured Creditor
Status.  The grant of RSUs 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 RSUs (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).  Except as set forth above
under Section 1.2(c) and unless otherwise determined by the Committee
in its discretion, no adjustment shall be made for dividends or distributions
or other rights in respect of any shares of Class B Common Stock for which
the record date is prior to the date on which the Participant, a Participant’s
estate, any permitted transferee or beneficiary (or broker for any of the
following, if applicable) shall become the registered or beneficial holder of
such shares of Class B Common Stock. 
RSUs constitute unsecured and unfunded obligations of the Company.  As a holder of RSUs, the Participant shall
have only the rights of a general unsecured creditor of the Company.


 


 


 


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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  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. Notwithstanding anything
herein to the contrary, if the Participant is deemed on the date of his or her
“separation from service” (as determined by the Company pursuant to Section 409A)
to be one of the Company’s “specified employees” (as determined by the Company
pursuant to Section 409A), then any portion of any of the Participant’s
RSUs that constitutes deferred compensation within the meaning of Section 409A
and is payable or distributable upon the Participant’s separation from service
shall not be made or provided prior to the earlier of (i) the six-month
anniversary of the date of the Participant’s separation from service or (ii) the
date of Participant’s death (the “Delay Period”).  All payments and distributions delayed
pursuant to this Section 4.5 shall be paid or distributed to the
Participant within 30 days following the end of the Delay Period, subject to
applicable withholding, and any remaining payments and distributions due
thereafter under these Terms and Conditions shall be paid or distributed in
accordance with the dates specified for them herein.  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 4.6  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 4.7 
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 all shares of Class B
Common Stock received by him or her as a result of the vesting of the RSUs
during the one year period prior to such breach and the cash payment of related
accrued dividends; provided, however, to the extent that any such
shares of Class B Common Stock were sold by the Participant, the
Participant shall remit to the Company any proceeds realized on the sale of
such shares of Class B Common Stock, whether such sale 


 


 


7

















 


occurred
during the one year period prior to such breach or any time after such breach
occurs, and (y) notwithstanding any provision of the Certificate or any
other agreement between the Company and the Participant, including any
agreement referenced in Section 1.2(d) hereof, under no circumstances
will any unvested RSUs vest following the Committee’s determination that
Participant has committed a material breach.


 


Section 4.8 
Governmental Regulations. 
The RSUs shall be subject to all applicable rules and regulations
of governmental or other authorities.


 


Section 4.9 
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 4.10 
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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