Exhibit 10(m)


 





 


December 10, 2008


 


Mr. Sumner
M. Redstone


c/o CBS Corporation


51 West 52nd Street


New York, NY 10019


 


Dear Mr. Redstone:


 


This letter serves to modify, for purposes of Section 409A
of the Internal Revenue Code (“Section 409A”), certain provisions
of your employment agreement dated December 29, 2005 (the “December 2005
Agreement”), as amended on March 13, 2007 (the “March 2007
Agreement” and together with the December 2005 Agreement, your “Employment
Agreement”).  Capitalized terms used
in this letter agreement without definition have the meanings assigned to them
in the Employment Agreement.  This
letter, when fully executed below, shall amend your Employment Agreement as
follows:


 


1.                                       Paragraph
2(d)(iv)(4)b.(II) of your Employment Agreement (page 5 of the March 2007
Agreement) shall be amended in its entirety to read as follows:


 


“(II) any incremental
Shares to which you are entitled by virtue of paragraph 2(d)(iv)(3) will
be delivered between January 1 and March 15 of the calendar year following
the calendar year during which the applicable Measurement Period ends (the
expectation of the parties being that such incremental Shares will be delivered
on the second business day following the delivery of CBS’s audited financial
statements in respect of the calendar year during which the applicable
Measurement Period ends (so that it can be determined whether or not CBS
attained the OIBDA hurdle in respect of such award)).”


 


2.                                       The following new paragraph shall be
added at the end of paragraph 4 of your Employment Agreement (pages 5 and
6 of the December 2005 Agreement):


 


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


 


(a)                                  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.


 


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


 













 


	
  Mr.
  Sumner M. Redstone

  
	
  December
  10, 2008

  
	
  Page
  2

  



 


eligible
for reimbursement, or the in-kind benefits provided, in any other calendar
year.


 


(c)                                  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.


 


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


 


3.                                       The last sentence of paragraph 13 of your
Employment Agreement (page 7 of the December 2005 Agreement) shall be
deleted and replaced with the following new sentence:


 


“Notwithstanding any other
provisions of this Agreement to the contrary, if you are a “specified employee”
(within the meaning of Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”), 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 payment or settlement during
the six-month period following the termination of your employment), and as a
result of the termination of your employment, constitutes deferred compensation
(within the meaning of Section 409A of the Code), 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.”


 


4.                                       A new paragraph 14 shall be added to the
end of your Employment Agreement (page 7 of the December 2005
Agreement):


 


“14.                           No Offsets; Section 409A.


 


(a)                                  No offsets or deductions shall be made
against money or property that you owe to CBS from amounts that constitute
deferred compensation for purposes of Section 409A of the Code, except for
applicable withholding taxes on such amounts, to the extent that such offset or
deduction would result in the imposition of additional tax, penalties or
interest under Section 409A of the Code.


 


(b)                                 To the extent applicable, it is intended
that the compensation arrangements under this Agreement be in full compliance
with Section 409A of the Code.  This
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 CBS be liable for any tax, interest
or penalties that may be imposed on you under Section 409A of the
Code.  Neither CBS nor any of its affiliates shall have any obligation to
indemnify or otherwise hold you harmless from any such taxes, interest or
penalties, or liability for any damages related thereto.”


 













 


	
  Mr.
  Sumner M. Redstone

  
	
  December
  10, 2008

  
	
  Page
  3

  



 


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


 


To acknowledge your
agreement to the foregoing, please sign, date and return this letter to me not
later than December 31, 2008.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  CBS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis J. Briskman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Louis J. Briskman

  
	
   

  	
   

  	
  Executive Vice President and

  
	
   

  	
   

  	
  General Counsel,

  
	
   

  	
   

  	
  CBS Corporation

  



 


 


Accepted and
Agreed:


 


 


	
  /s/ Sumner M. Redstone

  	
   

  
	
  Sumner M. Redstone

  	
   

  



 


	
  Dated:

  	
  12/16/08