EX-10.12



 Exhibit 10.12 

CBS RADIO INC. 
 FORM OF
EXECUTIVE BONUS PLAN 
  

	1.	Purpose. 

 The principal purposes of this CBS Radio Inc. Executive Bonus Plan are to
assist the Company (as defined below) in attracting, motivating and retaining participating Eligible Executives (as defined below) who have significant responsibility for the growth and success of the Company by providing incentive awards that
ensure a strong pay-for-performance linkage for such executives, and to permit the incentive awards paid under this Plan to qualify as performance-based compensation
under Section 162(m). 
  

	2.	Definitions. 

 (a) “Award” means an amount calculated and awarded to a
Participant pursuant to this Plan. 
 (b) “Board” means the Board of Directors of CBS Radio. 

(c) “CBS Radio” means CBS Radio Inc. and its successors and assigns. 

(d) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated
thereunder. 
 (e) “Committee” has the meaning set forth in Section 3(a). 

(f) “Company” means CBS Radio and its wholly-owned or majority-owned subsidiaries. 

(g) “Eligible Executive” means an employee of the Company who is considered an executive officer of CBS Radio within the
meaning of Section 16 of the Exchange Act and, to the extent designated by the Committee as key executives eligible for participation in this Plan, other executives of the Company. 

(h) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations
promulgated thereunder. 
 (i) “Fiscal Year” means a fiscal year of the Company. 

(j) “Misconduct” means a Participant’s (i) violating the Company’s business conduct statement or other code of
conduct, insider trading policy or any other material written policies of the Company, (ii) unlawfully trading in the securities of CBS Radio or of any other company based on information gained as a result of his or her employment with the
Company, or (iii) engaging in any activity which constitutes gross misconduct or which would permit the Company to terminate the Participant’s employment for “cause,” as such term is defined in the Participant’s then in-effect employment agreement. 
 (k) “Participant” means an Eligible Executive
participating in this Plan for a Performance Period as provided in Section 4(b). 
 (l) “Performance Goal(s)” has the
meaning set forth in Section 5(b). 
 (m) “Performance Metrics” has the meaning set forth in Section 5(c). 

(n) “Performance Period” means the period of time during which achievement of the Performance Goal(s) is to be measured. The
Company’s Fiscal Year shall be the default Performance Period. The Committee shall have the discretion to designate a Performance Period other than the Company’s Fiscal Year, which may be longer or shorter than a Fiscal Year. 

  
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 (o) “Plan” means this CBS Radio Inc. Executive Bonus Plan, as it may be amended
from time to time. 
 (p) “Section 162(m)” means Section 162(m) of the Code and the applicable regulations and other
guidance of general applicability that are issued thereunder. 
 (q) “Section 162(m) Exemption” means the performance-based
exemption from the limitation on deductibility imposed by Section 162(m), as set forth in Section 162(m)(4)(C) of the Code and the regulations and other guidance of general applicability that are issued thereunder. 

(r) “Section 409A” means Section 409A of the Code and the applicable regulations and other guidance of general applicability
that are issued thereunder. 
 (s) “Separation from Service” means separation from service with the Company for purposes of
Section 409A of the Code, determined using the default provisions set forth in Section 1.409A-1(h) of the Treasury Regulations or any successor provision thereto. 

 

	3.	Administration of this Plan. 

 (a) Committee. This Plan shall be administered by a
committee appointed or designated by the Board (the “Committee”), provided, that, prior to the closing of the initial public offering of common stock of CBS Radio, the Plan may also be administered by the Compensation
Committee of the Board of Directors of CBS Corporation (in which case, all references herein to the Committee shall include the Compensation Committee of the Board of Directors of CBS Corporation). The Committee shall consist of at least such number
of directors as is required from time to time to satisfy the Section 162(m) Exemption, and each such Committee member shall satisfy the qualification requirements of such exception; provided, that, if any such Committee member is found not to
have met the qualification requirements of the Section 162(m) Exemption, any actions taken or Awards granted by the Committee shall not be invalidated by such failure to so qualify. 

(b) Administration. The Committee shall have all the powers vested in it by the terms of this Plan, such powers to include the
authority (within the limitations described herein) to select the persons to be granted awards under this Plan, to determine the time when Awards will be granted, to set Performance Goal(s) and other terms and conditions of Awards, to determine
whether objectives and conditions for earning Awards have been met, to determine whether Awards will be paid at the end of the Performance Period or deferred (consistent with Section 409A), and to determine whether an Award or payment of an Award
should be reduced or eliminated. The Committee shall have full power and authority to administer and interpret this Plan and to adopt such rules, regulations, agreements, guidelines and instruments for the administration of this Plan and for the
conduct of its business as the Committee deems necessary or advisable. The Committee’s interpretations of this Plan, and all actions taken and determinations made by the Committee pursuant to the powers vested in it hereunder, shall be
conclusive and binding for all purposes and on all parties, including the Company, its shareholders, its employees and any person receiving an Award under this Plan, as well as their respective successors in interest. The provisions of this Plan are
intended to ensure that all Awards granted hereunder qualify for the Section 162(m) Exemption, and this Plan is intended to be interpreted and operated consistent with this intention. There is no obligation of uniformity of treatment of Participants
under this Plan. No member of the Committee shall be liable for any action taken or determination made in good faith with respect to this Plan or any Award. 

(c) Guidelines. The Committee may adopt from time to time written policies or rules as it deems necessary or desirable for the
Committee’s implementation and administration of this Plan. 
 (d) Delegation of Administrative Authority. To the extent
consistent with Section 162(m), the Committee may delegate its responsibilities for administering this Plan to one or more officers or directors of the Company or its affiliates as it deems necessary or appropriate for the proper administration of
this Plan. 

  
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	4.	Eligibility and Participation. 

 (a) Eligibility. All Eligible Executives are
eligible to participate in this Plan for any Performance Period. 
 (b) Participation. For each Performance Period, the Committee, in
its discretion, shall select the Eligible Executives who shall participate in this Plan. The Committee will select the Participants no later than 90 days after the beginning of the Performance Period (or, if shorter, before 25% of the Performance
Period has elapsed) in accordance with Section 162(m). 
  

	5.	Awards. 

 (a) Establishment of Basis for Awards. In connection with the grant of
each Award, the Committee shall (i) establish the Performance Goal(s) and the Performance Period applicable to such Award, (ii) establish the formula for determining the amounts payable based on achievement of the applicable Performance
Goal(s), and (iii) establish such other terms and conditions for the Award as the Committee deems appropriate, including, without limitation, the consequences for the Award of the Participant’s termination of employment, demotion or
promotion during the Performance Period. The foregoing shall be accomplished within 90 days of the beginning of the Performance Period (or, if the Performance Period is shorter than 12 months, before 25% of the Performance Period has elapsed). 

(b) Performance Goal(s). The term “Performance Goal(s)” means the objective performance goal(s) established by the Committee
for each Performance Period. The Performance Goal(s) may be described in terms of objectives that are related to an individual Participant or objectives that are Company-wide or related to a subsidiary, affiliate, division, department, region,
function or business unit; may be measured on an absolute or cumulative basis or on the basis of percentage of improvement over time; may be measured in terms of Company performance (or performance of the applicable subsidiary, affiliate, division,
department, region, function or business unit) or measured in terms of performance relative to selected peer companies or a market index; and different Performance Metrics may be given different weights. To the extent permissible for Awards to
qualify for the Section 162(m) Exemption, the Committee may establish other subjective or objective goals, including individual Performance Goal(s), which it deems appropriate, for purposes of applying negative discretion in determining the Award
amount. The Committee may provide, in connection with the setting of Performance Goals, that any evaluation of performance may include or exclude certain items that may occur during any Fiscal Year, including: (i) asset write downs;
(ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; (iv) any recapitalization, reorganization, restructuring, stock
split or dividend, merger, acquisition, divestiture, consolidation, split-up, spin-off, split-off, combination, liquidation, dissolution, sale of assets or other similar
corporate transaction or event; (v) items that are unusual in nature or occur infrequently as described in FASB ASC Subtopic 225-20 and/or in management’s discussion and analysis of financial
condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year; (vi) acquisitions or divestitures; (vii) foreign exchange gains and losses; and (viii) items of a similar
nature to the foregoing. To the extent such inclusions or exclusions affect any Award to any Participant, they shall be prescribed in a form that meets the requirements of Section 162(m) for deductibility. To the extent that compliance with the
Section 162(m) Exemption is not required in order to ensure the deductibility of any Award, the Committee may, in its discretion, make any of the foregoing adjustments or modifications and may make such other adjustments or modifications as it
determines in its discretion to be appropriate to reflect other extraordinary events or circumstances that occur and that have the effect, as determined by the Committee, of distorting the applicable Performance Goals. 

(c) Performance Metrics. The term “Performance Metrics” means one or more of the following criteria on which Performance
Goal(s) may be based: operating income before depreciation and amortization (“OIBDA”); OIBDA excluding stock based compensation, restructuring charges, impairment charges and gains or losses on disposition(s); operating income before
depreciation and amortization without intercompany eliminations; operating income; free cash flow; net earnings; net earnings from continuing operations; earnings per share; revenue; 

  
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net revenue; operating revenue; total shareholder return; share price; return on equity; return in excess of cost of capital; profit in excess of cost of capital; return on assets; return on
invested capital; net operating profit after tax; operating margin; profit margin; or earnings before interest, taxes, depreciation and amortization. 

(d) Certification of Awards. After the end of the Performance Period and prior to payment of any Award, the Committee shall certify in
writing the degree to which the Performance Goal(s) applicable to each Participant for the Performance Period were achieved or exceeded. Subject to Section 5(e), the Award for each Participant shall be determined by applying the applicable formula
for the Performance Period based upon the level of achievement of the Performance Goal(s) certified by the Committee. 
 (e) Committee
Discretion. Notwithstanding anything to the contrary in this Plan, the Committee may, in its sole discretion, reduce or eliminate, but not increase, any Award payable to any Participant for any reason, including without limitation to reflect
individual or business performance and/or unanticipated or subjective factors. 
 (f) Maximum Awards. No Participant may be granted
Awards in respect of any Fiscal Year having a maximum aggregate value in excess of [●]. 
 (g) Timing of Payment. Awards will
be payable by the Company to Participants as soon as administratively practicable following the determination and written certification of the Committee for the Performance Period pursuant to Section 5(d) above. In the case of any Participant
subject to U.S. federal income tax, the Company shall distribute amounts payable to Participants in the calendar year following the calendar year in which the Performance Period ends and no later than March 15th of that calendar year. 

(h) Form of Payment. Awards will be paid in cash or cash equivalents. The Committee in its discretion may determine that all or a
portion of an Award shall be paid in stock, restricted stock, stock options or other stock-based or stock denominated units which shall be issued pursuant to the CBS Radio Inc. Omnibus Stock Incentive Plan or a successor equity compensation plan in
existence at the time of grant. 
 (i) Deferral of Payment of Awards. Notwithstanding Section 5(g), the Committee, in its discretion,
may defer the payout or vesting of any Award and/or provide to Participants the opportunity to elect to defer the payment of any Award under an approved deferred compensation plan or arrangement. With respect to any Award (or portion thereof) that
constitutes deferred compensation subject to Section 409A and is not otherwise exempt from Section 409A, such Award (or portion thereof) shall not be paid earlier than the date that is six months after the Participant’s Separation from Service
(or, if earlier, within 30 days following the death of the Participant) if the payment is based on the Participant’s Separation from Service and the Participant is classified as a “specified employee” within the meaning of Section
409A at the time of his or her Separation from Service. 
 (j) Certain Participants not Eligible. To be eligible for payment of any
Award, the Participant must (i) be employed by the Company on the last day of the Performance Period, unless the Committee specifies otherwise, (ii) have performed the Participant’s duties to the satisfaction of the Committee, and
(iii) have not engaged in any acts that are considered by the Committee to constitute Misconduct. 
  

	6.	Miscellaneous Provisions. 

 (a) Effect on Benefit Plans. Awards shall not be
considered eligible pay under other plans, benefit arrangements or fringe benefit arrangements of the Company, unless otherwise specifically provided under the terms of such other plans. 

(b) Restriction on Transfer. Awards (or interests therein) or amounts payable with respect to a Participant under this Plan are not
subject to transfer, assignment or alienation, whether voluntary or involuntary. 

  
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 (c) Withholding Taxes. CBS Radio or any subsidiary or division thereof, as appropriate,
shall have the right to deduct from all payments hereunder any federal, state, local or foreign taxes or social contributions required by law to be withheld with respect to such awards. The Participant shall be solely responsible for the
satisfaction of any federal, state, local or foreign taxes on payments under this Plan. 
 (d) No Rights to Awards. Except as set
forth herein, no Company employee or other person shall have any claim or right to be granted an award under this Plan. Neither this Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ
of CBS Radio or any of its subsidiaries, divisions or affiliates or to interfere with the ability of the Company to terminate any such employee’s employment relationship at any time. At no time before the actual payment of an Award shall any
Participant or other person accrue any vested interest or right whatsoever under this Plan, and the Company has no obligation to treat Participants identically under this Plan. 

(e) Costs and Expenses. The cost and expenses of administering this Plan shall be borne by the Company and shall not be charged to any
Award or to any Participant receiving an Award. 
 (f) No Funding of Plan. This Plan shall be unfunded, and the Awards shall be paid
solely from the general assets of the Company. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Award under this Plan. To the extent that any person
acquires a right to receive payments under this Plan, the right is no greater than the right of any other unsecured general creditor. 
 (g)
Offset for Monies Owed. Any payments made under this Plan will be offset for any monies that are owed to the Company to the extent permitted by applicable law, including Section 409A if such payment is subject to Section 409A. 

(h) Other Incentive Plans. Nothing contained in this Plan shall prohibit the Company from granting other performance awards to
employees of the Company (including Participants) under such other incentive arrangements, and in such form and manner, as it deems desirable. 

(i) Successors. All obligations of the Company under this Plan shall be binding on any successor to the Company whether the existence
of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the business or assets of the Company. 

(j) Section 409A. To the extent that any Award under this Plan is subject to Section 409A, the terms and administration of such Award
shall comply with the provisions of Section 409A, and, to the extent necessary to achieve compliance, may be modified at the discretion of the Committee. 

(k) Severability. If any provision of this Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or would disqualify this Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without,
in the determination of the Committee, materially altering the purpose or intent of this Plan or the Award, such provision shall be stricken as to such jurisdiction, and the remainder of this Plan or Award shall remain in full force and effect. 

(l) Governing Law. This Plan and all rights and awards hereunder shall be construed in accordance with and governed by the laws of the
State of Delaware. 
  

	7.	Effective Date, Amendments and Termination. 

 (a) Effective Date. This Plan shall
be effective as of [                    ]. 

  
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 (b) Amendments. The Committee may at any time terminate or from time to time amend this
Plan in whole or in part, but no such action shall adversely affect any rights or obligations with respect to any Awards theretofore made under this Plan. No such amendment or modification, however, may be effective without approval of CBS
Radio’s shareholders if such approval is necessary to comply with the requirements of the Section 162(m) Exemption including (i) any change to the class of persons eligible to participate in this Plan, (ii) any change to the
Performance Goal(s) or Performance Metrics or (iii) any increase to the maximum dollar amount that may be paid to a Participant for a Performance Period. 

(c) Termination. This Plan shall continue in effect until terminated by the Committee. 

  
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