Exhibit 10(c)


 


 


AMENDMENT
NO. 1 TO THE CBS BONUS DEFERRAL PLAN FOR DESIGNATED SENIOR EXECUTIVES


PART B –
AMENDMENT AND RESTATEMENT AS OF JANUARY 1, 2009 (THE “PLAN”)


 


Except as otherwise noted herein, the following
amendments shall be effective as of January 1, 2009.


 


1.   The Plan is
hereby amended by deleting each occurrence of the term “this Plan” and
inserting in place thereof the term “the Plan”.


 


2.   Section 1.2
of the Plan is hereby amended to delete the words “on or before” in the second
sentence thereof and to insert in place thereof the words “prior to”.


 


3.   Section 1.4
of the Plan is hereby amended to delete the word “bonuses” and to insert in
place thereof the term “Bonuses” and to delete the phrase “paid under the CBS
Corporation Short Term Incentive Plan and any other comparable annual cash
bonus plan sponsored by any Employer”.


 


3.   Section 2.4
of the Plan is hereby amended to delete the words “shall mean” and to insert in
place thereof the word “means”.


 


4.   Section 2.8
of the Plan is hereby amended to delete the word “CBS”.


 


5.   The Plan is
hereby amended to insert a new section 2.13 as follows, and to re-designate
subsequent sections accordingly:


 


“2.13   The term “Election
Agreement” is defined in Section 3.1(d).”


 


6.   Re-designated Section 2.16
of the Plan is hereby amended to delete the cross-reference to Section 2.25
and to insert in place thereof a cross-reference to Section 2.26.


 


7.   Re-designated Section 2.18
of the Plan is hereby amended to delete the cross-reference to Section 5.1(b) and
to insert in place thereof a cross-reference to Section 5.1.


 


8.   Re-designated Section 2.22
of the Plan is hereby amended to (1) delete the phrase “as set forth
herein” and (2) add at the end thereof a new sentence as follows:


 


“References to “the Plan” shall be considered references to Part A
and/or Part B of the Plan as context requires.”


 


9.   Re-designated Section 2.26
of the Plan is hereby amended to (1) delete the phrases “an Employee who
is” and “in the Plan” in the first sentence thereof, (2) delete the third
and fourth occurrences of the word “Employee” and to insert in place thereof
the word “employee”, (3) delete the second, fifth, seventh and eighth
occurrences of the word “Employee” and insert in place thereof the word “Participant”,
(4) delete the sixth and 


 

















 


ninth occurrences of the word “Employee” as well as the word
“an” immediately preceding each such occurrence and to insert in place thereof
the words “a Participant”, (5) delete each cross-reference to Section 2.25
and to insert in place thereof a cross-reference to Section 2.26 and (6) delete
the cross-reference to Section 2.15 and to insert in place thereof a
cross-reference to Section 2.16.


 


10.   Re-designated Section 2.28
is hereby amended to delete the cross-reference to Section 2.27 and to
insert in place thereof a cross-reference to Section 2.28.


 


11.   Section 3.1(c) of
the Plan is hereby amended to (1) delete the phrase “for a calendar year
beginning on or after January 1, 2005 in which an employee first becomes
an Eligible Employee under this Plan or any other account balance plan
maintained by an Employer that is required to be aggregated with this Plan
under Code Section 409A, such Eligible Employee” and to insert in place
thereof the phrase “an employee who first becomes an Eligible Employee during
the course of a calendar year beginning on or after January 1, 2005”, (2) delete
the cross-reference to Section 2.25 and to insert in place thereof a
cross-reference to Section 2.26 and (3) delete “earned for the remainder
of the year in which the election is made and” immediately following “Bonus” in
the second sentence thereof.


 


12.   Section 3.2
of the Plan is hereby amended to delete the term “Participant’s” and to insert
in place thereof the term “Eligible Employee’s”.


 


13.   Sections 4.2(b) and 4.2(c) of the
Plan are hereby amended to delete such sections in their entirety and to insert
in place thereof the following:


 


“(b)   If a
Participant elects (or is deemed to elect) to have his Post-2004 Subaccount
distributed in a single lump sum, the Participant’s Post-2004 Subaccount shall
be credited with earnings based on the rate of return in the Fixed Income Fund
(or any successor fund) beginning January 1st of the calendar year following the calendar
year in which the Participant experiences a Separation from Service that
results in the Participant’s Post-2004 Subaccount becoming payable, and
continuing through the date upon which such single lump sum payment is
determined, if such determination date is after December 31st of the calendar year in which the Participant
experiences a Separation from Service. 
Payments due on January 31st of a calendar year are determined on the
previous December 31st, while payments due on the
first business day of a calendar month are determined on the last day of the
second preceding calendar month (e.g., a payment scheduled for the first
business day of March will be determined on the preceding January 31st).


 


(c)   If a Participant elects
to have his Post-2004 Subaccount distributed in Annual Payments, the
Participant’s Past-2004 Subaccount shall be credited with earnings based on the
rate of return in the Fixed Income Fund (or any successor fund) beginning January 1st of the calendar year following the calendar
year in which the Participant experiences a Separation from Service that
results in the Participant’s 


 


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Post-2004 Subaccount becoming payable, and continuing through the date
upon which such Annual Payment is determined, if such determination date is
after December 31st of the calendar year in which the Participant
experiences a Separation from Service. 
Payments due on January 31st of a calendar year are determined on the
previous December 31st, while payments due on the
first business day of a calendar month are determined on the last day of the
second preceding calendar month (e.g., a payment scheduled for the first
business day of March will be determined on the preceding January 31st).”


 


14.   Section 5.1 of the Plan is hereby amended
to (1) delete the word “election” immediately following the term “Joint
Payment Option” in subsection (b)(i) thereof and to insert in place
thereof the term “Joint Payment Option Election”, (2) delete the word “elects”
in subsection (b)(ii) thereof and to insert in place thereof the phrase “makes
a Joint Payment Option Election”, (3) delete the word “the” immediately
following the word “Alternatively,” in the last sentence of subsection (iii) thereof
and to insert in place thereof the word “a” and (4) to insert the word “under”
immediately prior to the words “Plan or” in subsection (iv) thereof.


 


15.   Section 5.3 of the Plan is hereby amended
to (1) insert the phrase “or after his Separation from Service but prior
to the distribution of his entire Post 2004 Subaccount,” immediately following
the first occurrence of the term “Separation from Service,” and (2) insert at
the end thereof a new sentence as follows:


 


“The Participant’s Post-2004
Subaccount shall continue to be credited with earnings in accordance with Section 6.2
until his entire Post-2004 Subaccount is distributed.”


 


16.   Section 6
of the Plan is hereby amended to insert the word “sole” immediately prior to
the words “discretion of the Committee” in the fourth sentence thereof.


 


17.   Section 7
of the Plan is amended to delete the word “Account” and to insert in place
thereof “Post-2004 Subaccount”.


 


18.   Sections
9.1 and 9.2 of the Plan is hereby amended to delete such sections in their
entirety and to insert in place thereof the following:


 


“9.1   Committee.  The Plan shall be administered by the
Committee. The Committee shall have sole and absolute discretion to interpret,
where necessary, the provisions of the Plan (including, without limitation, by
supplying omissions from, correcting deficiencies in, or resolving
inconsistencies or ambiguities in, the language of the Plan), to determine the
rights and status under the Plan of any Participant and other persons, to
resolve questions or disputes arising under the Plan and to make any
determinations with respect to the benefits hereunder 


 


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and the persons entitled thereto
as may be necessary for the purposes of the Plan.


 


9.2   Powers of the Committee.  In furtherance of, but without limiting, Section 9.1,
the Committee shall have the following specific authorities, which it shall
discharge in its sole and absolute discretion in accordance with the terms of
the Plan (as interpreted, to the extent necessary, by the Committee):


 


(i)   to determine who are Eligible Employees for
purposes of participation in the Plan;


 


(ii)   to interpret the terms and provisions of the
Plan and to determine any and all questions arising under the Plan, including,
without limitation, the right to remedy possible ambiguities, inconsistencies,
or omissions by a general rule or particular decision;


 


(iii)   to
adopt rules consistent with the Plan;


 


(iv)   to
approve certain amendments to the Plan;


 


(v)   to determine the amounts payable to any
person under the Plan; and


 


(vi)   to conduct the claims procedure specified in Section 9.3.”


 


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