Exhibit 10(q)


 





 


December 19, 2008


 


Mr. Fredric
G. Reynolds


c/o CBS Corporation


51 West 52nd Street


New York, NY 10019


 


Dear Mr. Reynolds:


 


This letter serves to
modify, for purposes of Section 409A of the Internal Revenue Code (“Section 409A”),
certain provisions of your employment agreement, dated August 15, 2005 (“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.                                       The
first sentence of paragraph 3(b) of your Agreement shall be amended in its
entirety to read as follows:


 


“In addition to your Salary, beginning on October 1,
2005, you shall earn an additional amount (“Deferred Compensation”), the
payment of which (together with the return thereon, as provided in this
paragraph 3(b)), shall be deferred until January 31st of the first calendar year following the
calendar year in which your employment terminates.”


 


2.                                       Paragraph 3(c)(iii) of your Employment
Agreement shall be amended in its entirety to read as follows:


 


“(iii)                         Your Bonus for any calendar year shall be payable,
less applicable deductions and withholding taxes, between January 1st and February 28th
of the calendar year following the calendar year to which such bonus
compensation relates.”


 


3.                                       Paragraph 6(g) of your Employment
Agreement shall be amended to add the following new sentence to the end
thereof:


 


“Notwithstanding anything in this paragraph 6(g) to the contrary,
CBS will not exercise such right to deduct from any monies otherwise payable to
you, except for applicable withholding taxes on such amounts, to the
extent that such deduction would result in the imposition of additional tax,
penalties or interest under Section 409A of the Internal Revenue Code of
1986, as amended, and the regulations and guidance issued thereunder (“Section 409A”).”


 


4.                                       The fourth sentence of paragraph 7 of your
Employment Agreement shall be amended in its entirety to read as follows:


 













 


	
  Mr. Fredric G. Reynolds

  
	
  December 19, 2008

  
	
  Page 2

  



 


“Bonus
compensation under this paragraph 7 shall be paid, less applicable deductions
and withholding taxes, between January 1st and February 28th of the
calendar year following the calendar year to which such bonus compensation
relates.”


 


5.                                       The sixth sentence of paragraph 7 of your
Agreement shall be amended in its entirety to read as follows:


 


“In addition, if you receive compensation under the STD program, you
will receive (i) Deferred Compensation for the calendar year in which such
benefits commence prorated for the portion of such year during which you
receive compensation under the STD program, (ii) prorated Deferred
Compensation for any portion of the following calendar year during which you
receive compensation under the STD program, and (iii) Deferred
Compensation attributable to prior periods, payable, together in each case with
the return thereon as provided in paragraph 3(b), on January 31st of the calendar year following
the calendar year in which your employment terminates.”


 


6.                                       The last sentence of paragraph 8(a) of
your Employment Agreement shall be amended in its entirety to read as follows:


 


“In the event that your employment is terminated by CBS Corporation for
Cause pursuant to paragraph 8(a) or you resign without Good Reason, you
shall be entitled to receive (i) any unpaid Salary through your
termination or resignation date, payable within 30 days following the date of
your termination, and (ii) prorated Deferred Compensation for the calendar
year in which the termination or resignation occurs, and Deferred Compensation
attributable to prior periods payable, together with the return thereon as
provided in paragraph 3(b), on January 31st of the calendar year following the calendar
year in which your employment terminates.”


 


7.                                       Paragraph 8(d)(i) of your Employment
Agreement shall be amended in its entirety to read as follows:


 


“(i)                               two times (2x) the sum of: (a) your
annual base Salary, (b) annual Deferred Compensation and (c) your “Target
Bonus”, as in effect on the date on which your employment terminates, provided,
however, that such amounts shall be subject to a cap at a maximum of Six
Million dollars ($6,000,000) gross (your “Total Separation Pay”), to be payable
in a lump sum within 60 days following the date of your termination;”


 


8.                                       Paragraph 8(d)(ii) of your Employment
Agreement shall be amended in its entirety to read as follows:


 


“(ii)                            Deferred Compensation attributable to the calendar
year in which the termination occurs and to prior calendar years shall be
payable, together with the return thereon as provided in paragraph 3(b), on January 31st of the calendar
year following the calendar year in which your employment terminates; and
Deferred Compensation attributable to any calendar year following the calendar
year in which the termination occurs shall be payable, together with the return
thereon as provided in paragraph 3(b), on January 31st of the calendar
year following the calendar year to which such Deferred Compensation relates;”


 













 


	
  Mr. Fredric G. Reynolds

  
	
  December 19, 2008

  
	
  Page 3

  



 


9.                                       The last sentence of Section 8(e) shall
be amended in its entirety to read as follows:


 


“The
precise amount of such bonus, if any, will be determined in a manner consistent
with the bonus determinations for other Senior Executive STIP participants, and
shall be payable, less applicable deductions and withholding taxes, in a lump
sum between January 1, 2010 and February 28, 2010.”


 


10.                                 The first three sentence of paragraph 9 of your
Employment Agreement shall be amended in their entirety to read as follows:


 


“In
the event of your death prior to the end of the Term while actively employed,
the payment date for purposes of Section 409A shall be the date of your
death, and your beneficiary or estate shall receive (i) your Salary up to
the date on which the death occurs, payable within 30 days following the date
of your death; (ii) any Bonus earned in the prior year but not yet paid,
payable in accordance with paragraph 3(c)(iii) hereof; and (iii) 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 year following the year of your death. 
In the event of your death after the termination of your employment
while you are entitled to receive compensation under paragraph 8(d) or
(e), the payment date for purposes of Section 409A shall be the date of
your death, and your beneficiary or estate shall receive (i) any amounts
payable under paragraph 8(d)(i) up to the date on which the death occurs,
payable within 30 days following the date of your death; (ii) any Bonus
earned in the prior year but not yet paid, payable in accordance with paragraph
3(c)(iii) hereof; and (iii) any 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 year
following the year of your death.  In
addition, your beneficiary or estate shall receive prorated Deferred
Compensation for the calendar year in which the death occurs and Deferred
Compensation attributable to prior calendar years, in both cases payable,
together with the return thereon as provided in paragraph 3(b), on January 31st of the calendar
year following the year of your death.”


 


11.                                 Paragraph 20 of your Employment Agreement
shall be amended by changing its heading to read “Deductions and Withholdings”
and by deleting the last sentence thereof.


 


12.                                 A new paragraph 22 shall be added to the end
of your Employment Agreement, which shall read as follows:


 


“22.                           Section 409A.


 


(a)                                  If the provision of
any benefit or perquisite under this Agreement 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:


 


(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.


 













 


	
  Mr. Fredric G. Reynolds

  
	
  December 19, 2008

  
	
  Page 4

  



 


(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.


 


(b)                                 Notwithstanding any
other provisions of this Agreement to the contrary, 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
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),
such amount shall be paid to you or settled, as the case may be, on the earlier
of (i) the first business day following the six (6) month anniversary
of the termination of your employment or (ii) your death.


 


(c)                                  To the extent applicable, it is intended that
the compensation arrangements under this Agreement be in full compliance with Section 409A.  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. 
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.”


 


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


 













 


	
  Mr. Fredric G. Reynolds

  
	
  December 19, 2008

  
	
  Page 5

  



 


To acknowledge your agreement to the foregoing, please sign, date and
return this letter to me or to Stephen D. Mirante, Senior Vice President, Human
Resources Specialty Services.


 


 


	
   

  	
  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/
  Fredric G. Reynolds

  	
   

  
	
  Fredric
  G. Reynolds

  	
   

  



 


	
  Dated:

  	
  12/22/2008