Exhibit 10(h)


 


Summary of
CBS Corporation Compensation for Outside Directors
 (Effective December 16, 2008)


 


Directors of CBS Corporation (the “Company”)
who are not employees of the Company or any of its subsidiaries (the “Outside
Directors”) receive compensation for their service as follows:


 


Cash Compensation


 


·                  An
annual Board retainer of $60,000, payable in equal installments quarterly in
advance, plus a per meeting attendance fee of $2,000; and


 


·                  The
Chairs of the Audit, Compensation and Nominating and Governance Committees each
receive an annual retainer of $20,000, payable in equal installments quarterly
in advance, and the members of those committees receive a per meeting
attendance fee of $2,000.


 


Outside Directors may elect to defer their
cash compensation under the CBS Deferred Compensation Plan for Outside
Directors, or any successor plan.


 


Equity Compensation


 


Stock Options:


 


·                  an
initial grant of 12,734 stock options to purchase shares of the Company’s Class B
common stock on the date the director first joins the Board or becomes an
Outside Director, which options vest one year from the date of grant; and


 


·                  an
annual grant of 5,093 stock options to purchase shares of the Company’s Class B
common stock on January 31st of each year, which options vest in three
equal annual installments, on the first, second and third anniversaries of the
date of grant.


 


The exercise price of the stock options is
the closing price of the Company’s Class B common stock on the New York
Stock Exchange (“NYSE”) on the date of grant.


 


Restricted Share Units (RSUs):


 


·                  an
annual grant of RSUs on January 31st of each year equal to $75,000 in
value based on the closing price of the Company’s Class B common stock on
the NYSE on the date of grant, which RSUs vest one year from the date of grant;
and


 


·                  prorated
RSU grants for Outside Directors who join the Board following the date of the
annual RSU grant, but during the calendar year of the grant. Such grants will
be made 5 business days following the date such Outside Director joins the
Board, and will be determined by multiplying $6,250 ($75,000 divided by 12) by the
number of months remaining in such calendar year from the date the Outside
Director joins the Board (counting the month of joining as a full month), divided
by the closing price of the 


 













 


Company’s Class B
common stock on the NYSE on the date of grant. 
Prorated RSU grants vest on the first anniversary of the date of grant
of the annual RSU grant that was awarded during the calendar year in which the
Outside Director received such prorated RSU grant.


 


RSUs are payable to Outside Directors in
shares of the Company’s Class B common stock upon vesting unless the
Outside Director elects to defer settlement of the RSUs to a future date.  Outside Directors are entitled to receive
dividend equivalents on the RSUs in the event the Company pays a regular cash
dividend on its Class B common stock. 
Dividend equivalents will accrue on the RSUs (including deferred RSUs)
in accordance with the RSU Plan for Outside Directors until the RSUs are settled.


 


Other


 


Expenses:


 


Outside Directors are
reimbursed for expenses incurred in attending Board, committee and stockholder
meetings.(including travel and lodging) in accordance with the Company’s normal
travel policies.


 


Matching Gifts Program for Directors:


 


Beginning in December 2008, all Directors,
including the Outside Directors, are eligible to participate in the Company’s Matching
Gifts Program for Directors. Under the program, the Company matches donations
made by a Director to eligible tax-exempt organizations at the rate of one
dollar for each dollar donated up to $7,500 for each fiscal year. The purpose
of the program is to recognize the interest of the Company and its Directors in
supporting eligible organizations.