Exhibit
10(a)


 





 51 West 52nd Street


 New York, NY 10019


 


Martin D. Franks


 


 




	
  Dear Marty:

  	
   

  	
  As of September 1, 2007

  






 


CBS Corporation (“CBS”),
having an address at 51 West 52nd Street, New York, New York 10019, agrees to
employ you and you agree to accept such employment upon the following terms and
conditions:


 


1.           Term. The term of your
employment under this Agreement shall commence on September 1, 2007 and, unless
terminated by CBS or you pursuant to paragraph 8 or because of your death or
Disability (as defined below), shall continue through and until August 31,
2010.  The period from September 1, 2007
through August 31, 2010 is referred to as the “Term” notwithstanding any
earlier termination of your employment for any reason.


 


2.                                          Duties.  You agree to devote your entire business
time, attention and energies to the business of CBS.  You will be Executive Vice President, Planning,
Policy and Government Affairs and you agree to perform all duties reasonable
and consistent with that office as the President and Chief Executive Officer of
CBS (the “CEO”) or other individual designated by the CEO may assign to you
from time to time.  Your duties presently
include oversight of: the Corporation’s activities in Washington as well as
with state and local governments; CBS’s Corporate philanthropy, CBS’s Standards
and Practices department; relations with multi-channel video providers and
retransmission consent negotiations.


 


3.                                          Compensation.


(a)                               Salary.  For all the services rendered by you in any
capacity under this Agreement, CBS agrees to pay you base salary (“Salary”) effective
September 1, 2007 at the rate of Seven Hundred Thousand Dollars ($700,000) per
annum, less applicable deductions and withholding taxes, in accordance with
CBS’s payroll practices as they may exist from time to time.  During the remainder of the Term of this 


 

















 


Martin D. Franks


As of September 1, 2007


Page  2


 


 


Agreement,
your Salary may be increased, and such increase, if any, shall be made at a
time, and in an amount, that CBS shall determine in its sole discretion.


(b)                              Bonus
Compensation.  You also shall be
eligible to receive annual bonus compensation (“Bonus”) during your employment
with CBS under this Agreement, determined and payable as follows:


 


(i)                                 Your
Bonus for each calendar year during your employment with CBS under this
Agreement will be determined in accordance with the guidelines of the CBS Short-Term
Incentive Program (the “STIP”), as such guidelines may be amended from time to
time without notice in the sole discretion of CBS.


(ii)                              Beginning
in calendar year 2007, your target bonus (“Target Bonus”) for each of the
remaining calendar years in the Term shall be 70% of your Salary as in effect
on November 1st of such year or the last day of the Term, if earlier. Such
target may be increased, but not decreased, by CBS in its sole discretion. Your
Bonus for any of those calendar years may be subject to proration for the
portion of such calendar year that you were employed by CBS.


(iii)                         Your
Bonus for any calendar year shall be payable, less applicable deductions and
withholding taxes, by February 28th of the following year.


(c)                               Long-Term
Incentive Compensation.  You shall be
eligible to receive annual grants of long-term incentive compensation under the
CBS long-term management incentive plan as may be amended from time to time
without notice in the sole discretion of CBS. Beginning in 2008, you shall have
a “Target” long-term incentive value equal to One Million Two Hundred Thousand
Dollars ($1,200,000).  The precise
amount, form and timing of any such long-term incentive award, if any, shall be
determined in the sole discretion of the CBS Compensation Committee.


 


4.                                    Benefits.  You shall participate in such vacation,
medical, dental, life insurance, long-term disability insurance, retirement,
long-term incentive and other plans as CBS may have or establish from time to
time and in which you would be entitled to participate under the terms of the
plan.  This provision, however, shall not
be construed to either require CBS to establish any welfare, compensation or
long-term incentive plans, or to prevent the modification or termination of any
plan once established, and no action or inaction with respect to any plan shall
affect this Agreement.


 

















 


Martin D. Franks


As of September 1, 2007


Page 3


 


 


5.                                    Business
Expenses.  During your employment
under this Agreement, CBS shall reimburse you for such reasonable travel and
other expenses incurred in the performance of your duties as are customarily
reimbursed to CBS executives at comparable levels. CBS acknowledges that your
business expense reimbursement requests will reflect the fact that you perform
duties in both the Washington D.C. office and the New York City headquarters
office on a regular and recurring basis.


 


6.                              Non-Competition, Confidential Information,
Etc.


 


(a)                               Non-Competition.  You agree that your employment with CBS is on
an exclusive basis and that, while you are employed by CBS, or any of its
subsidiaries, you will not engage in any other business activity which is in
conflict with your duties and obligations (including your commitment of time)
under this Agreement.  You further agree
that, during the Non-Compete Period (as defined below), you shall not directly
or indirectly engage in or participate in (or negotiate or sign any agreement
to engage in or participate in), whether as an owner, partner, stockholder,
officer, employee, director, agent of or consultant for, any business which at
such time is competitive with any business of CBS, or any of its subsidiaries,
without the written consent of CBS; provided, however, that this
provision shall not prevent you from investing as less than a one (1%) percent
stockholder in the securities of any company listed on a national securities
exchange or quoted on an automated quotation system. The Non-Compete Period
shall cover the period during your employment with CBS and shall continue
following the termination of your employment for any reason, including by
expiration of this Agreement for the greater of: (i) six (6) months; or
(ii) for so long as any payments are made to you pursuant to paragraph
8(d) subject to CBS’s acceptance of your written request pursuant to paragraph
6(j) which relates to the opportunity to request that CBS in its sole
discretion terminate your obligations under this paragraph 6(a) in exchange for
waiving your right to certain compensation and benefits.


 


(b)                              Confidential
Information.  You agree that, during
the Term and at any time thereafter, (i) you shall not use for any purpose
other than the duly authorized business of CBS, or disclose to any third party,
any information relating to CBS, or any of CBS’s affiliated companies which is non-public,
confidential or proprietary to CBS or any of CBS’s affiliated companies (“Confidential
Information”), including any trade secret or any written (including in any
electronic form) or oral communication incorporating Confidential Information
in any way (except as may be required by law or in the performance of your
duties under this Agreement consistent with CBS’s policies); and (ii) you will
comply with any and all confidentiality obligations of CBS to a third party,
whether arising under a written agreement or otherwise.  Information shall not be deemed Confidential
Information which (x) is or
becomes generally available to the 


 

















 


Martin D. Franks


As of September 1, 2007


Page 4


 


 


public other than as a
result of a disclosure by you or at your direction or by any other person who
directly or indirectly receives such information from you, or (y) is or becomes available to you on a non-confidential
basis from a source which is entitled to disclose it to you.


 


(c)                               No
Solicitation, Etc.  You agree that, while
employed by CBS and for the greater of twelve (12) months thereafter or for so
long as CBS is making any payments, to you pursuant to paragraph 8(d), you
shall not, directly or indirectly:


 


(i)                                 employ
or solicit the employment of any person who is then or has been within twelve (12)
months prior thereto, an employee of CBS, 
or any of CBS’s affiliated companies; or


(ii)                              do
any act or thing to cause, bring about, or induce any interference with,
disturbance to, or interruption of any of the then-existing relationships
(whether or not such relationships have been reduced to formal contracts) of
CBS, or any of CBS’s affiliated companies with any customer, employee,
consultant or supplier.


(d)                             CBS
Ownership.  The results and proceeds
of your services under this Agreement, including, without limitation, any works
of authorship resulting from your services during your employment with CBS,
and/or any of CBS’s affiliated companies and any works in progress resulting
from such services, shall be works-made-for-hire and CBS shall be deemed the
sole owner throughout the universe of any and all rights of every nature in
such works, whether such rights are now known or hereafter defined or
discovered, with the right to use the works in perpetuity in any manner CBS
determines in its sole discretion without any further payment to you.  If, for any reason, any of such results and
proceeds are not legally deemed a work-made-for-hire and/or there are any
rights in such results and proceeds which do not accrue to CBS under the
preceding sentence, then you hereby irrevocably assign and agree to assign any
and all of your right, title and interest thereto, including, without
limitation, any and all copyrights, patents, trade secrets, trademarks and/or
other rights of every nature in the work, whether now known or hereafter
defined or discovered, and CBS shall have the right to use the work in
perpetuity throughout the universe in any manner CBS determines in its sole
discretion without any further payment to you. 
You shall, as may be requested by CBS from time to time, do any and all
things which CBS may deem useful or desirable to establish or document CBS’s
rights in any such results and proceeds, including, without limitation, the
execution of appropriate copyright, trademark and/or patent applications,
assignments or similar documents and, if you are unavailable or unwilling to
execute such documents, you hereby irrevocably designate the President and CEO,
CBS Corporation or his designee as your attorney-in-fact with the power to
execute such documents on your behalf. 
To the extent you have any rights in the results and proceeds 


 

















 


Martin D. Franks


As of September 1, 2007


Page 5


 


 


of your services under this Agreement that cannot be
assigned as described above, you unconditionally and irrevocably waive the
enforcement of such rights.  This
paragraph 6(d) is subject to, and does not limit, restrict, or constitute a
waiver by CBS of any ownership rights to which CBS may be entitled by operation
of law by virtue of being your employer.


(e)                               Litigation.


(i)                                 You
agree that during the Term, and for the greater of: (i) six (6) months
thereafter; or (ii) during the pendency of any litigation or other
proceeding, (x) you shall not communicate with
anyone (other than your own attorneys and tax advisors), except to the extent
necessary in the performance of your duties under this Agreement, with respect
to the facts or subject matter of any pending or potential litigation, or
regulatory or administrative proceeding involving CBS, or any of CBS’s
affiliated companies, other than any litigation or other proceeding in which
you are a party-in-opposition, without giving prior notice to CBS or its
counsel; and (y) in the event that any other
party attempts to obtain information or documents from you with respect to such
matters, either through formal legal process such as a subpoena or by informal
means such as interviews, you shall promptly notify CBS’s counsel before
providing any information or documents.


 


(ii)                                You
agree to cooperate with CBS and its attorneys, both during and after the
termination of your employment, in connection with any litigation or other
proceeding arising out of or relating to matters in which you were involved
prior to the termination of your employment. 
Your cooperation shall include, without limitation, providing assistance
to CBS’s counsel, experts or consultants, and providing truthful testimony in
pretrial and trial or hearing proceedings. 
In the event that your cooperation is requested after the termination of
your employment, CBS will (x) seek to
minimize interruptions to your schedule to the extent consistent with its
interests in the matter; and (y) reimburse
you for all reasonable and appropriate out-of-pocket expenses actually incurred
by you in connection with such cooperation upon reasonable substantiation of such
expenses.


 


(iii)                             You
agree that during the Term and at any time thereafter, to the fullest extent
permitted by law, you will not testify voluntarily in any lawsuit or other
proceeding which directly or indirectly involves CBS, or any of CBS’s
affiliated companies, or which may create the impression that such testimony is
endorsed or approved 


 

















 


Martin D. Franks


As of September 1, 2007


Page 6


 


 


by CBS, or any of CBS’s
affiliated companies, without advance notice (including the general nature of
the testimony) to and, if such testimony is without subpoena or other
compulsory legal process the approval of, the Executive Vice President and
General Counsel, CBS Corporation.


 


(f)                                  No
Right to Give Interviews or Write Books, Articles, Etc.  During the Term, except as authorized by CBS,
you shall not (i) give any interviews or speeches, or (ii) prepare or assist
any person or entity in the preparation of any books, articles, television or
motion picture productions or other creations, in either case, concerning CBS,
or any of CBS’s affiliated companies or any of their respective officers,
directors, agents, employees, suppliers or customers.


 


(g)                               Return
of Property.  All documents, data,
recordings, or other property, whether tangible or intangible, including all
information stored in electronic form, obtained or prepared by or for you and
utilized by you in the course of your employment with CBS shall remain the
exclusive property of CBS.  In the event
of the termination of your employment for any reason, CBS reserves the right,
to the extent permitted by law and in addition to any other remedy CBS may
have, to deduct from any monies otherwise payable to you the following:  (i) all amounts you may owe to CBS, or any of
CBS’s affiliated companies at the time of or subsequent to the termination of your
employment with CBS; and (ii) the value of the CBS property which you retain in
your possession after the termination of your employment with CBS.  In the event that the law of any state or
other jurisdiction requires the consent of an employee for such deductions,
this Agreement shall serve as such consent. 


 


(h)                               Non-Disparagement.  You agree that, during the Term and for one
year thereafter, you shall not, in any communications with the press or other
media or any customer, client or supplier of CBS, or any of CBS’s affiliated
companies, criticize, ridicule or make any statement which disparages or is
derogatory of CBS, or any of CBS’s affiliated companies or any of their
respective directors or senior officers.


 


(i)                                   Injunctive
Relief.  CBS has entered into this
Agreement in order to obtain the benefit of your unique skills, talent, and
experience.  You acknowledge and agree
that any violation of paragraphs 6(a) through (h) of this Agreement will result
in irreparable damage to CBS, and, accordingly, CBS may obtain injunctive and
other equitable relief for any breach or threatened breach of such paragraphs,
in addition to any other remedies available to CBS.


 


(j)                                  Survival;
Modification of Terms.  Your
obligations under paragraphs 6(a) through (i) shall remain in full force and
effect for the entire period provided therein notwithstanding the termination
of your employment under this Agreement for any reason or the expiration of the
Term; provided, however, that your obligations under paragraph
6(a) (but not under any other provision of this Agreement) 


 

















 


Martin D. Franks


As of September 1, 2007


Page 7


 


 


shall cease if: (x) CBS terminates your employment without Cause and (y) you provide CBS a written notice indicating your desire
to waive your right to receive, or to continue to receive, termination payments
and benefits under paragraph 8(d)(i) through (iii), and (z) CBS
notifies you that it has, in its sole discretion, accepted your request.  You and CBS agree that the restrictions and
remedies contained in paragraphs 6(a) through (i) are reasonable and that it is
your intention and the intention of CBS that such restrictions and remedies
shall be enforceable to the fullest extent permissible by law.  If a court of competent jurisdiction shall
find that any such restriction or remedy is unenforceable but would be
enforceable if some part were deleted or the period or area of application
reduced, then such restriction or remedy shall apply with the modification
necessary to make it enforceable.  You
acknowledge that CBS conducts its business operations around the world and has
invested considerable time and effort to develop the international brand and
goodwill associated with the “CBS” name. 
To that end, you further acknowledge that the obligations set forth in
this paragraph 6 are by necessity international in scope and necessary to
protect the international operations and goodwill of CBS and its affiliated
companies.


7.                                    Disability.  In the event that you become “disabled”
within the meaning of such term under CBS’s Short-Term Disability (“STD”)
program and its Long-Term Disability (“LTD”) program while employed during the
Term (such condition is referred to as a “Disability”), you will receive
compensation under the STD program in accordance with its terms.  Thereafter, you will be eligible to receive
benefits under the LTD program in accordance with its terms.  If you have not returned to work by
December 31st of a calendar year during the Term, you will receive bonus
compensation for the calendar year(s) during the Term in which you receive compensation
under the STD program, determined as follows:


 


(i)                                 for
the portion of the calendar year from January 1st until the date on which
you first receive compensation under the STD program, bonus compensation shall
be determined in accordance with the STIP (i.e., based upon CBS’s achievement
of its goals and CBS’s good faith estimate of your achievement of your personal
goals) and prorated for such period; and


(ii)                            for
any subsequent portion of that calendar year and any portion of the following
calendar year in which you receive compensation under the STD program, bonus
compensation shall be in an amount equal to your Target Bonus and prorated for
such period(s).


Subject to paragraph 19
hereof, bonus compensation under this paragraph 7 shall be paid, less
applicable deductions and withholding taxes, by February 28th of the
year(s) following the year as to which such bonus compensation is payable.
You will not receive bonus compensation for any portion of the calendar
year(s) during the Term 


 

















 


Martin D. Franks


As of September 1, 2007


Page 8


 


 


while you receive
benefits under the LTD program. For the periods that you receive compensation
and benefits under the STD and LTD programs, such compensation and benefits and
the bonus compensation provided under this paragraph 7 are in lieu of Salary
and Bonus under paragraphs 3(a) and (b).


8.                                    Termination.


(a)                               Termination
for Cause.  CBS may, at its option,
terminate your employment under this Agreement forthwith for Cause and
thereafter shall have no further obligations under this Agreement, including,
without limitation, any obligation to pay Salary or Bonus or provide
benefits.  Cause shall mean: (i) dishonesty;
(ii) embezzlement, fraud or other conduct which would constitute a felony
or a misdemeanor involving fraud or perjury; (iii) willful unauthorized
disclosure of Confidential Information; (iv) your failure to obey a material
lawful directive that is appropriate to your position from an executive(s) in
your reporting line; (v) your failure to comply with the written policies
of CBS, including the CBS Business Conduct Statement or successor conduct
statement as they apply from time to time; (vi) your material breach of
this Agreement (including any representations herein); (vii) your failure
(except in the event of your Disability) or refusal to substantially perform
your material obligations under this Agreement; (viii) willful failure to
cooperate with a bona fide internal investigation or investigation by
regulatory or law enforcement authorities or the destruction or failure to
preserve documents or other material reasonably likely to be relevant to such
an investigation, or the inducement of others to fail to cooperate or to
destroy or fail to produce documents or other material; or (ix) conduct
which is considered an offense involving moral turpitude under federal, state
or local laws, or which might bring you to public disrepute, scandal or
ridicule or reflect unfavorably upon any of CBS’s businesses or those who
conduct business with CBS and its affiliated entities.  CBS will give you written notice prior to
terminating your employment pursuant to (iv), (v), (vi), (vii), (viii) or (ix) of
this paragraph 8(a), setting forth the nature of any alleged failure, breach or
refusal in reasonable detail and the conduct required to cure.  Except for a failure, breach or refusal
which, by its nature, cannot reasonably be expected to be cured, you shall have
ten (10) business days from the giving of such notice within which to cure any
failure, breach or refusal under (iv), (v), (vi), (vii), (viii) or (ix) of this
paragraph 8(a); provided, however, that, if CBS reasonably
expects irreparable injury from a delay of ten (10) business days, CBS may give
you notice of such shorter period within which to cure as is reasonable under
the circumstances.


(b)                              Good
Reason Termination.  You may
terminate your employment under this Agreement for Good Reason at any time
during the Term by written notice to CBS given no more than thirty (30) days
after the occurrence of the event constituting Good Reason.  Such notice shall state an effective date no
earlier than thirty (30) business days and no later than sixty (60) days after
the date it is given, provided, that


 

















 


Martin D. Franks


As of September 1, 2007


Page 9


 


 


CBS may set an earlier effective date for your
resignation at any time after receipt of your notice.  CBS shall have thirty (30) business days from
the receipt of your notice within which to cure and, in the event of such cure,
your notice shall be of no further force or effect.  Good Reason shall mean without your consent
(other than in connection with the termination or suspension of your employment
or duties for Cause or in connection with physical and mental incapacity): (i) the
requirement that you report to an executive at a level lower than the
President & CEO of CBS Corporation (currently Leslie Moonves)
(ii) the material breach by CBS of its obligations under this Agreement,
including a material reduction in the scope of your responsibilities as outlined
in paragraph 2 herein, or title, or a material reduction in your base
compensation; or (iii) the requirement that you relocate your prinicipal
residence outside of the metropolitan area you currently reside in.


(c) Termination
Without Cause. CBS may terminate your employment under this Agreement
without Cause at any time during the Term by written notice to you.


 


(d) Termination
Payments/Benefits. In the event that your employment terminates under
paragraph 8(b) or 8(c) during the Term hereof, subject to paragraph
19, you shall thereafter receive, less applicable withholding taxes for the
remainder of the Term as follows:


 


(i)                                 an
amount equal to eighteen (18) months of your then current base salary plus
eighteen (18) months of bonus paid in accordance with CBS’s then effective
payroll practices. The eighteen (18) months of bonus amount shall be determined
in two parts, as follows: (i) for the number of months that you were
actively rendering services during the calendar year prior to your Termination,
an actual bonus amount shall be determined in a manner consistent with other
CBS Corporate executives and (ii) for the number of months remaining to
achieve 18 months, the bonus amount shall be determined based upon your
“target” bonus;


 


(ii)                              medical
and dental insurance coverage for you and your eligible dependents provided
under company paid COBRA benefits at no cost to you (except as hereafter
described) pursuant to the CBS benefit plans in which you participated in at
the time of your termination of employment for a period of eighteen (18)
months, or if earlier, the date on which you become eligible for medical or
dental coverage as the case may be from a third party; provided, that,
during the period that CBS provides you with this coverage, an amount equal to
the applicable COBRA premiums (or such other amounts as may be required by law)
will be included in your income for tax purposes to the extent required by law
and CBS


 

















 


Martin D. Franks


As of September 1, 2007


Page 10


 


 


may
withhold taxes from your compensation for this purpose; provided, further,
that you may elect to continue your medical and dental insurance coverage under
COBRA at your own expense for the balance, if any, of the period required by
law; and


 


(iii)                           life
insurance coverage until the end of the Term pursuant to CBS’s then-current
policy in the amount then furnished to CBS employees at no cost (the amount of
such coverage will be reduced by the amount of life insurance coverage
furnished to you at no cost by a third party employer); provided, to the
extent that CBS is unable to continue such benefits because of underwriting on
the plan term, CBS shall provide you with economically equivalent benefits
determined on an after-tax basis (to the extent such benefit was non-taxable).


 


(iv)                          The
following with respect to long-term incentive awards granted to you under the
CBS 2004 Long-Term Management Incentive Plan and any predecessor or successor
CBS Corporation Long-Term Management Incentive Plans (the “LTMIP”):


 


a.             All
awards of stock options that have not vested and become exercisable on the date
of such termination but that would otherwise vest on or before the end of an
eighteen (18) month period thereafter shall accelerate and vest immediately on
the date of termination, and will continue to be exercisable until the earliest
of: (i) eighteen (18) months following the termination date,
(ii) their expiration date; or (iii) the latest date permitted to
avoid implementation of tax or penalties under the provisions of
Section 409A of the Internal Revenue Code and the regulations and guidance
promulgated thereunder (collectively, “Code Section 409A”).


 


b.            All
awards of stock options that have previously vested and become exercisable by
the date of such termination shall remain exercisable for the later of:
(i) eighteen (18) months after the termination date; or (ii) in the
event that you qualify for “Retirement” as set forth in the LTMIP, then for
such longer period as provided therein; provided, however, that
in no event shall the exercise period extend beyond the earlier of:
(x) their expiration date; or (y) the latest date permitted to avoid
implementation of tax or penalties under the provisions of Code
Section 409A.


 














 


Martin D. Franks


As of September 1, 2007


Page 11


 


 


c.             All
awards of restricted shares and performance-based restricted share units
(“RSUs”) that would otherwise vest on or before the end of an eighteen (18)
month period thereafter shall accelerate and vest immediately on the date of
termination.


 


d.            All
awards of RSUs that were not subject to performance-based vesting criteria that
would otherwise vest on or before the eighteen (18) month period thereafter
shall accelerate and vest immediately to the fullest extent permitted by the
LTMIP on the date of termination.


 


Provided,
that if you are deemed to be a “key employee” as determined by procedures
adopted by CBS at the time of your termination as it pertains to Code
Section 409A, and if any such Salary and/or Bonus amount would be paid
both (i) within six months after your termination of employment and
(ii) later than February 28 of the year after your termination of
employment (any such amounts being referred to as “Gap Period Payments”), then
such Gap Period Payments shall be paid by such February 28 rather than on
the dates they otherwise would have been paid but for this proviso.


 


You
shall be required to mitigate the amount of any payment provided for in
(i) of this paragraph 8(d) by seeking other employment, and the
amount of such payments shall be reduced by any compensation earned by you from
any source, including, without limitation, salary, sign-on or annual bonus
compensation, consulting fees, and commission payments, provided, that
mitigation shall not be required, and no reduction for other compensation shall
be made for earnings for services provided during the first twelve (12) months
after the termination of your employment. 
You agree to advise CBS immediately and in writing of any employment for
which you are receiving such payments and to provide documentation of as
requested by CBS with respect to such employment.  The payments provided for in (i) above
are in lieu of any other severance or income continuation or protection under
any CBS plan that may now or hereafter exist.


 


(e)                               Renewal Notice / Non-Renewal.  CBS
shall notify you six (6) months prior to the expiration of this Agreement
in writing if it intends to continue your employment beyond the expiration of
the Term. If you are notified that CBS does intend to continue your employment,
then you agree that you shall negotiate exclusively with CBS for the first 90
days following such notification. Nothing contained herein shall obligate CBS
to provide an increase to your compensation hereunder upon such renewal. If you
remain employed beyond the end of the Term but have not entered into a new
contractual relationship with CBS, or any of CBS’s affiliated companies, your
continued employment shall be “at will” and on such terms and conditions as CBS
may at the time establish, and either party, during such period, may terminate
your employment at any


 

















 


Martin D. Franks


As of September 1, 2007


Page 12


 


 


time, provided,
that if CBS terminates your employment during such period without cause, you
shall become eligible to receive the greater of: (i) one year’s base salary and
target bonus or (ii) severance under the then current CBS severance policy
applicable to executives at your level subject to the terms of such severance
policy, and in either case, subject to your execution of a release in favor of
CBS.


 


(f)                                  Termination of Benefits.  Notwithstanding anything in this Agreement to
the contrary (except as otherwise provided in paragraph 8(d) with respect
to medical and dental benefits and life insurance), participation in all CBS
benefit plans and programs (including, without limitation, vacation accrual,
all retirement and related excess plans and LTD) will terminate upon the
termination of your employment except to the extent otherwise expressly
provided in such plans or programs and subject to any vested rights you may
have under the terms of such plans or programs. 
The foregoing shall not apply to the LTMIP and, after the termination of
your employment, your rights under the LTMIP shall be governed by the terms of
the LTMIP award agreements or certificates and the applicable LTMIP plans.


 


(g)                               Resignation
from Official Positions.  If your
employment with CBS terminates for any reason, you shall be deemed to have
resigned at that time from any and all officer or director positions that you
may have held with CBS, or any of CBS’s affiliated companies and all board
seats or other positions in other entities you held on behalf of CBS.  If, for any reason, this paragraph
8(g) is deemed insufficient to effectuate such resignation, you agree to
execute, upon the request of CBS, any documents or instruments which CBS may
deem necessary or desirable to effectuate such resignation or resignations, and
you hereby authorize the Secretary and any Assistant Secretary of CBS to
execute any such documents or instruments as your attorney-in-fact.


 


(h)                               Release
and Compliance with Paragraph 6. 
Notwithstanding any provision herein to the contrary, CBS shall require
that, prior to payment of any amount or provision of any benefit pursuant to
paragraph 8(d), you shall have executed a general release in favor of CBS and
its affiliated companies in a form satisfactory to CBS. In addition, the
payments and benefits described in paragraph 8(d) shall immediately
cease, and CBS shall have no further obligations to you with respect thereto,
in the event that you materially breach any provision of paragraph 6
hereof.


 


9.                                    Death.  In the event of your
death prior to the end of the Term while actively employed, your beneficiary or
estate shall receive (i) your Salary up to the date on which the death
occurs; (ii) any Bonus earned in the prior year but not yet paid; and
(iii) bonus compensation for the calendar year in which the death occurs,
determined in accordance with the STIP (i.e., based upon CBS’s
achievement of its goals and CBS’s good faith estimate of your achievement of
your personal goals) and pro-rated for the portion of the year through the date
of death, payable, less applicable deductions and withholding taxes, by February 28th
of the following year.  In the event of
your death


 

















 


Martin D. Franks


As of September 1, 2007


Page 13


 


 


after the
termination of your employment while you are entitled to receive compensation
under paragraph 8(d), your beneficiary or estate shall receive (x) any Salary payable under paragraph 8(d)(i) up
to the date on which the death occurs; and 
(y) bonus compensation for the
calendar year in which the death occurs in an amount equal to your Target Bonus
and pro-rated for the portion of the year through the date of death, payable, less
applicable deductions and withholding taxes, by February 28th of the
following year.


 


10.                                 No
Acceptance of Payments.  You
represent that you have not accepted or given nor will you accept or give,
directly or indirectly, any money, services or other valuable consideration
from or to anyone other than CBS for the inclusion of any matter as part of any
film, television program or other production produced, distributed and/or
developed by CBS, or any of CBS’s affiliated companies.


 


11.                                 Equal
Opportunity Employer; Employee Statement of Business Conduct. You recognize
that CBS is an equal opportunity employer. 
You agree that you will comply with CBS policies regarding employment
practices and with applicable federal, state and local laws prohibiting
discrimination on the basis of race, color, sex, religion, national origin,
citizenship, age, marital status, sexual orientation, disability or veteran
status.  In addition, you agree that you
will comply with the CBS Business Conduct Statement.


 


12.                                 Notices.  All notices under this Agreement must be
given in writing, by personal delivery or by mail, at the parties’ respective
addresses shown on this Agreement (or any other address designated in writing
by either party), with a copy, in the case of CBS, to the attention of the
Executive Vice President, General Counsel, CBS. 
Any notice given by mail shall be deemed to have been given three days
following such mailing.


 


13.                                 Assignment.  This is an Agreement for the performance of
personal services by you and may not be assigned by you or CBS except that CBS
may assign this Agreement to any affiliated company of or any successor in
interest to CBS.


 


14.                                 New
York Law, Etc.  You acknowledge that
this Agreement has been executed, in whole or in part, in New York, and your
employment duties are primarily performed in New York.  Accordingly, you agree that this Agreement
and all matters or issues arising out of or relating to your CBS employment shall
be governed by the laws of the State of New York applicable to contracts
entered into and performed entirely therein.


 


15.                                 No
Implied Contract.  Nothing contained
in this Agreement shall be construed to impose any obligation on CBS or you to
renew this Agreement or any portion thereof. 
The parties intend to be bound only upon execution of a written
agreement and no negotiation, exchange of draft or partial performance shall be
deemed


 

















 


Martin D. Franks


As of September 1, 2007


Page 14


 


 


to imply an
agreement.  Neither the continuation of employment
nor any other conduct shall be deemed to imply a continuing agreement upon the
expiration of the Term.


 


16.                                 Entire
Understanding.  This Agreement
contains the entire understanding of the parties hereto relating to the subject
matter contained in this Agreement, and can be changed only by a writing signed
by both parties.


 


17.                                 Void
Provisions.  If any provision of this
Agreement, as applied to either party or to any circumstances, shall be found
by a court of competent jurisdiction to be unenforceable but would be
enforceable if some part were deleted or the period or area of application were
reduced, then such provision shall apply with the modification necessary to
make it enforceable, and shall in no way affect any other provision of this
Agreement or the validity or enforceability of this Agreement.


 


18.                                 Supersedes Prior Agreements.  With respect to the period covered by the
Term, this Agreement supersedes and cancels all prior agreements relating to
your employment by CBS, or any of CBS’s affiliated companies.


 


19.                            Payment
of Deferred Compensation – Section 409A.


 


(a)                               The intent of the parties is that payments
and benefits under this Agreement comply with Code Section 409A and,
accordingly, to the maximum extent permitted, this Agreement shall be
interpreted to be in compliance therewith. 
If you notify CBS (with specificity as to the reason therefor) that you
believe that any provision of this Agreement (or of any award of compensation,
including equity compensation or benefits) would cause you to incur any
additional tax or interest under Section 409A and CBS concurs, or CBS
(without any obligation whatsoever to do so) independently makes such
determination, CBS shall, after consulting with you, use reasonable efforts to
reform such provision to the extent possible to comply with Code Section 409A;
provided that such modification shall, to the maximum extent practicable,
maintain the original intent and economic benefit to you and CBS of the
applicable provision without violating the provisions of Code Section 409A;
and further provided that if CBS, in its sole discretion, determines that
reformation or modification is not practicable, CBS is under no obligation
whatsoever to make such reformation or modification.


 


(b)                              In no event whatsoever (including, but not
limited to as a result of paragraph (a) or otherwise) shall CBS be liable
for any tax, interest or penalties that may be imposed on you by Code Section 409A
or any damages for failing to comply with Code Section 409A or (a) above.  You acknowledge that you have been
advised to obtain independent legal, tax or other counsel in connection with
Code Section 409A, and you acknowledge that your decision to enter into
this Agreement is based on consultation with such counsel.


 

















 


Martin D. Franks


As of September 1, 2007


Page 15


 


 


20.                                 Arbitration.  If any disagreement or dispute whatsoever
shall arise between the parties concerning this Agreement (including the
documents referenced herein) or your employment with CBS, the parties hereto
agree that such disagreement or dispute shall be submitted to arbitration
before the American Arbitration Association (“AAA”), and that a neutral
arbitrator will be selected in a manner consistent with its Employment
Arbitration Rules and Mediation Procedures (“Rules”).  Such arbitration shall be confidential and
private and conducted in accordance with the Rules.  Any such arbitration proceeding shall take
place in New York City before a single arbitrator (rather than a panel of
arbitrators).  The parties agree that the
arbitrator shall have no authority to award any punitive or exemplary damages
and waive, to the full extent permitted by law, any right to recover such
damages in such arbitration.  Each party
shall bear its respective costs (including attorney’s fees, and there shall be
no award of attorney’s fees).  Judgment
upon the final award rendered by such arbitrator, after giving effect to the
AAA internal appeals process, may be entered in any court having jurisdiction
thereof.  Notwithstanding anything herein
to the contrary, CBS shall be entitled to seek injunctive, provisional and
equitable relief in a court proceeding as a result of your alleged violation of
the terms of Section 6 of this Agreement, and you hereby consent and agree
to exclusive personal jurisdiction in any state or federal court located in the
City of New York, Borough of Manhattan.


 


 


[signature page to
follow]


 

















 


If the foregoing correctly sets forth our understanding, please sign,
date and return all four (4) copies of this Agreement to the undersigned
for execution on behalf of CBS; after this Agreement has been executed by CBS
and a fully-executed copy returned to you, it shall constitute a binding
agreement between us.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  CBS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony G. Ambrosio

  	
   

  
	
   

  	
   

  	
  Name: Anthony G.
  Ambrosio

  
	
  ACCEPTED AND AGREED:

  	
   

  	
  Title: EVP,
  HR & Administration 

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Martin D.
  Franks

  	
   

  	
   

  
	
  Martin D. Franks

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
  May 12, 2008

  	
   

  	
   

  
						



 














 


SECTION 409A

AGREEMENT AMENDMENT


 


This Amendment modifies certain terms and conditions of your employment
or other compensation agreement, as the case may be, with CBS Corporation or
one of its subsidiaries (your “Agreement”).  In this Amendment, we refer to the
corporation or other entity that employs you as the “Company”, and we
refer to CBS Corporation and its subsidiaries, collectively, as “CBS”.


 


1.    Timing of Pre-Termination Payments.  If your Agreement
does not already provide a schedule for the payment of your base salary or
other regular compensation (your “Salary”) that is in compliance with Section 409A
of the Internal Revenue Code and the rules, regulations and guidance thereunder
(“Section 409A”) (e.g., does not state that your Salary will
be paid on a bi-weekly basis or in accordance with normal payroll practices),
your Agreement is modified to provide that payments of Salary, less deductions
and income and payroll tax withholding as may be required or authorized under
applicable law, shall be payable in accordance with the Company’s normal
payroll procedures for employees generally, but no less frequently than
monthly.  If you participate in an annual
bonus plan and your Agreement does not already specify a date on which your
annual bonus will be paid that either complies with Section 409A or causes
the payment of your annual bonus to be exempt from Section 409A (including,
if applicable, payment of your annual bonus while receiving short-term
disability benefits), your Agreement is modified to provide that your annual
bonus will be paid between January 1 and February 28 of the calendar year
following the calendar year as to which the bonus is payable.  If your Agreement provides for a payment to
be made promptly or as soon as administratively practicable after or following
the occurrence of a permissible payment event (within the meaning of Section 409A)
that is specified in the Agreement, then the payment will be made not later
than 90 days following the occurrence of such permissible payment event,
provided that you will not have the right to designate the taxable year of the
payment and provided that such time of payment shall be determined by CBS in
its sole discretion.


 


2.    Termination of Employment.  To the extent that your
Agreement provides for any severance or other termination payment, or any other
benefits to be made or provided to you or your beneficiaries, upon or as a
result of your termination of employment, including as a result of your
becoming “disabled” within the meaning of such term under CBS’s Long-Term
Disability (LTD) program, you will be considered to have experienced a
termination of employment as of the date that the facts and circumstances
indicate that it is reasonably anticipated that you will provide no further
services after such date or that the level of bona fide services that you are
expected to perform permanently decreases to 20% or less of the average level
of bona fide services that you performed over the immediately preceding
36-month period (or the full period of services, if you have been providing
services less than 36 months), except that you will be considered to have
experienced a termination of employment as a result of your becoming disabled
on the date that is six months after the date on which the disability
begins.  Whether you have had a
termination of employment will be determined by the Company in a manner
consistent with the definition of “separation from service” under the default rules of
Section 409A.


 


For these purposes, your “services”
include services that you provide as an employee or as an independent
contractor.  In addition, in determining
whether you have experienced a termination of employment, the Company is
obligated to take into account services you provide both for it and for any
other corporation that is a member of the same “controlled group” of
corporations as the Company under Section 414(b) of the Internal
Revenue Code or any other trade or business (such as a partnership) which is
under common control with the Company as determined under Section 414(c) of
the Internal Revenue Code, in each case as modified under the default rules of
Section 409A.  In general, this
means that the Company will consider as services to the Company services you
provide to any corporation or other entity which controls, is controlled by, or
is under 


 


1

















 


common control with CBS
Corporation.  “Control” means, directly
or indirectly, possessing at least 50% of the total value of the equity
interests of an entity or, in the case of a corporation, possessing at least
50% of the total voting power.


 


3.    Timing of Post-Termination Payments and Benefits.  Unless otherwise
specified herein, subject to paragraph 3(d) of this Amendment, and further
subject to your compliance with paragraph 5 of this Amendment (if applicable),
for any payments that are required to be made or benefits that are required to
be provided under your Agreement following the termination of your employment,
to the extent that your Agreement does not already provide a payment schedule
that is in compliance with Section 409A, or if your Agreement provides for
a choice regarding the time or form of payment (e.g., lump sum or payable
over time in equal installments), then:


 


(a)           Any annual bonus or pro-rated annual bonus to which you are
entitled under your Agreement (whether for the year in which your termination
of employment occurs or any subsequent year) (other than any amount described
in paragraph 4) will be paid in a lump sum between January 1 and February 28
of the calendar year following the calendar year as to which the bonus is
payable.


 


(b)           The total amount of all Salary continuation payments (other
than any amount described in paragraph 4 below) (your “Total Separation Pay”),
shall be paid, less applicable withholding taxes, as follows:


 


(i)            beginning on the regular payroll date (“Regular Payroll Date”)
next following the termination of your employment, you will receive your
regular Salary amount per payroll period (your “Regular Payroll Amount”)
on your Regular Payroll Dates until the earlier of (A) the Regular Payroll
Date on which you have received your Total Separation Pay or (B) the last
Regular Payroll Date that occurs on or prior to March 15th of the calendar year
following the calendar year in which your employment terminates;


 


(ii)           if any of your Total Separation Pay remains unpaid, beginning with the
first Regular Payroll Date after March 15th of the calendar year following
the calendar year in which your employment terminates, you will receive your
Regular Payroll Amount until you have received under this paragraph 3(b)(ii) the
lesser of (A) the remainder of your Total Separation Pay or (B) an
amount equal to the maximum amount permitted to be paid pursuant to Treasury
Regulation Section 1.409A-1(b)(9)(iii)(A) (i.e., the lesser of
(x) two times your annualized compensation for the calendar year preceding
the calendar year of termination, or (y) two times the Section 401(a)(17)
limit for the calendar year in which your termination occurs, which is $460,000
for 2008); provided, however, that in no event shall payment be
made to you pursuant to this paragraph later than December 31st of the
second calendar year following the calendar year in which your employment
terminates; and


 


(iii)          the balance
of your Total Separation Pay, if any remains unpaid, will be paid to you by
payment of your Regular Payroll Amount on your Regular Payroll Dates beginning
with the Regular Payroll Date that follows the date of the final payment
pursuant to paragraph 3(b)(ii) above.


 


(c)           If any post-termination benefits coverage under a medical,
dental and/or life insurance plan, or the provision of any other benefit or
perquisite, results in in-kind benefits or reimbursements to you that are (x) taxable
for federal income tax purposes and (y) subject to


 


2

















 


Section 409A, then such
in-kind benefits or reimbursements shall be subject to the following rules:


 


(i)            The in-kind
benefits to be provided, or the amounts to be reimbursed, shall be determined
pursuant to the terms of the applicable benefit plan, policy or agreement and
shall be limited to your lifetime and the lifetime of your eligible dependents.


 


(ii)           The amounts
eligible for reimbursement, or the in-kind benefits provided, during any calendar
year may not affect the expenses eligible for reimbursement, or the in-kind
benefits provided, in any other calendar year.


 


(iii)          Any
reimbursement of an eligible expense shall be made on or before the last day of
the calendar year following the calendar year in which the expense was
incurred.


 


(iv)           Your right to an in-kind benefit or
reimbursement is not subject to liquidation or exchange for cash or another
benefit.


 


(d)           Notwithstanding the foregoing, if you are a “specified
employee” (within the meaning of Section 409A and determined pursuant to
procedures adopted by CBS Corporation) at the time of the termination of your
employment, then to the extent any amount scheduled to be paid to you during
the six-month period following the termination of your employment (including,
for this purpose, any equity-based incentive award that is scheduled for
settlement during the six-month period following the termination of your
employment) constitutes deferred compensation (within the meaning of Section 409A),
such amount shall be paid to you or settled, as the case may be, on the earlier
of (i) the first business day of the seventh calendar month following the
calendar month in which the termination of your employment occurs or (ii) your
death.  The preceding sentence supersedes
any similar provision in your Agreement or any other agreement that is
applicable to you.


 


(e)           To minimize the risk that the six-month delay pursuant to
the preceding paragraph 3(d) will disrupt coverage under any medical,
dental and/or life insurance plan in which you are entitled to participate
following the termination of your employment, payments described in paragraph 3(b) that
are made during the six months following the termination of your employment
shall first be applied to cover any costs relating to such continued medical,
dental and life insurance coverage, but only to the extent that such coverage
would constitute deferred compensation for purposes of Section 409A, and
thereafter shall be made in respect of other amounts or benefits owed to you.


 


(f)            For avoidance of doubt, please note that these timing rules apply
following any termination of employment, including
termination of employment incident to non-renewal of the Agreement or as a
result of your becoming disabled, unless otherwise specified herein.


 


4.    Death.  To the extent that your Agreement provides
for a payment to be made as a result of your death, such payment shall be made by
February 28th of the calendar year following the calendar
year in which you die.


 


5.    Release.  This paragraph 5 applies if your Agreement
conditions payment or the provision of benefits following the termination of your
employment upon your execution of a Release. 
For purposes of this paragraph 5, the “Release” refers to a
release in a form attached to your Agreement, or if no such release is so
attached, to any form of release in use by the Company at the time of the
termination of your employment.  If your
Agreement contains such terms, then the 


 


3

















 


Company
shall not be required to commence making severance or other payments or
providing benefits that are conditioned on the effectiveness of the Release,
unless:


 


(a)           if your Agreement does not specify a deadline by which you
must have executed the Release and it must have become irrevocable, by 60 days
following your termination of employment; or


 


(b)           if your Agreement specifies a deadline by which you must
have executed the Release and it must have become irrevocable, by such deadline;


 


you have executed the Release and
delivered it to the Company, and the Release has become effective and
irrevocable in its entirety; provided, however, that if such
deadline falls in the calendar year following the calendar year in which your
employment terminates, payments shall commence on the later of (i) the
first business day in the calendar year following the calendar year in which
your employment terminates and (ii) the date on which your Release becomes
effective and irrevocable in its entirety. 
The first installment of any such payments shall include all amounts
that were not paid during the period between the termination of your employment
and the date on which the Release became effective and irrevocable in its
entirety.


 


6.    Good Reason.  This paragraph 6 applies if your Agreement
contains a definition of “good reason.” 
In order to terminate your employment with “good reason,” you must
provide the Company with a notice of termination specifying (a) the
effective date of your termination and (b) the particular condition(s) that
constitute “good reason” for such termination. 
The notice must be provided within thirty (30) days of when you knew or
reasonably should have known of the initial existence of the condition(s) that
are purported to constitute “good reason,” and must state a proposed date of
the termination of your employment that is at least thirty (30) days after the
date of the notice of your intent to terminate with “good reason,” during which
time the Company shall be given the opportunity to cure any basis for such “good
reason.”  If no cure is timely effected,
then your termination with “good reason” shall be effective as of the date of
termination you specified in the notice of termination.  If a cure is timely effected, your
resignation for “good reason” shall not be effective at that time.  The foregoing notice and cure provision shall
supersede the notice and cure provision in your Agreement, if any.


 


7.    Severance Plan Adjustment.  In the event that you are
entitled to any election between severance options (e.g., a choice
between amounts available under a severance plan and your severance entitlement
under the Agreement), then the amounts, but not the time or form of payment, of
your severance entitlement under the Agreement shall automatically be adjusted
to equal whichever is the greater amount in the aggregate of such severance
options.  The time and form of payment
shall continue as specified in the terms of your Agreement or as amended by
this Amendment.


 


8.    No Offsets.  If your Agreement gives the Company the right
to reduce or otherwise offset against amounts owed to you in order to satisfy
any obligations you owe the Company, such provision is modified to provide that
the Company shall not make any deductions for money or property that you owe to
the Company from amounts that constitute deferred compensation for purposes of Section 409A,
except for applicable withholding taxes on such amounts and otherwise only to
the extent that such deduction would not cause any person to incur any tax,
interest or penalties under Section 409A.


 


9.    Designation of Separate Payments.  If, under any
provision of your Agreement, you become entitled to be paid Salary
continuation, bonus payments, or any other type of payment or benefit, then
each payment or benefit shall be considered, and is hereby designated as, a
separate payment for purposes of Section 409A (and consequently your
entitlement to such payment or benefit shall not be considered an entitlement
to a single payment of the aggregate amount to be paid).


 


4

















 


10.  General Reimbursements.  If your Agreement provides for
reimbursements that constitute deferred compensation for purposes of Section 409A,
in no event shall the reimbursements be paid later than the last day of the
calendar year following the year in which the related expense was incurred.


 


11.  Section 409A.  To the extent applicable, it is intended that
the compensation arrangements under the Agreement be in full compliance with Section 409A.  The Agreement shall be construed in a manner
to give effect to such intention.  In no event whatsoever (including, but
not limited to, as a result of this section or otherwise) shall the Company be
liable for any tax, interest or penalties that may be imposed on you under Section 409A. 
Neither the Company nor any of its affiliates shall have any obligation to
indemnify or otherwise hold you harmless from any or all such taxes, interest
or penalties, or liability for any damages related thereto.  You
acknowledge that you have been advised to obtain independent legal, tax or
other counsel in connection with Section 409A.


 


12.  Additional
modifications to the terms and conditions of your Agreement, if any, which are
required for compliance with Section 409A are set forth on the attached Exhibit A.


 


13.  Except as otherwise
provided herein, your Agreement shall continue in full force and effect in
accordance with its terms.


 


5