Exhibit 10(o)


 





 


December 4, 2008


 


Mr. Louis
J. Briskman


c/o CBS Corporation


51 West 52nd Street


New York, NY 10019


 


Dear Mr. Briskman:


 


This letter serves to
modify, for purposes of Section 409A of the Internal Revenue Code (“Section 409A”),
certain provisions of your employment agreement, dated September 16, 2008
(“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 following subparagraph
7(ii) of your Employment Agreement shall be amended in its entirety to
read as follows:


 


“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.”


 


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


 


 


“(ii)                        eighteen (18) months of the greater of
(x) Target Bonus in effect on the date of your termination of employment
(ignoring any reduction in your Target Bonus prior to such date that
constituted Good Reason) and (y) the average of your actual annual bonus
awards for the two calendar years immediately preceding the calendar year in
which your employment is terminated (such calendar year, the “Termination
Year”), determined and paid as follows:


 


a.                                       for the Termination Year, an amount equal
to the greater of (x) Target Bonus in effect on the date of your
termination of employment (ignoring any reduction in your Target Bonus prior to
such date that constituted Good Reason) and (y) the average of your actual
annual bonus awards for the two calendar years immediately preceding the
Termination Year (such amount, the “Separation Bonus Amount”), prorated for the
number of calendar days remaining in the Termination Year, and payable between
January 1st and February 28th of the calendar year following the
Termination Year; provided, however, that if (x) you are a
“specified employee” (within the meaning of Code Section


 













 


Mr. Louis J. Briskman


December 4, 2008


Page 2


 


409A
and determined pursuant to procedures adopted by CBS) at the time of your
termination, (y) your date of termination pursuant to paragraph 8(b) or
(c) occurs after June 30th of the Termination Year, and (z) the
prorated Separation Bonus Amount described in this paragraph 8(d)(ii)(a) is
determined to constitute deferred compensation (within the meaning of Code Section 409A),
then such prorated Separation Bonus Amount shall not be paid to you until the
first business day of the seventh month following the month in which your
termination of employment occurs or your death, if earlier.  Each payment pursuant to this paragraph 8(d)(ii) shall
be regarded as a separate payment and not one of a series of payments for
purposes of Code Section 409A;


 


b.             for the calendar year following the
Termination Year, an amount equal to the Separation Bonus Amount, payable
between January 1st and February 28th of the second calendar year following the
Termination Year; provided, however, that if the 18th month
anniversary of the date of your termination of employment (the “18th Month
Anniversary”) occurs in the calendar year following the Termination Year, then
the Separation Bonus Amount shall be prorated for the number of calendar days
in the calendar year following the Termination Year that occur on or before the
18th Month Anniversary; and


 


c.             if the 18th Month Anniversary occurs in
the second calendar year following the Termination, an amount equal to the
Separation Bonus Amount, prorated for the number of calendar days in the second
calendar year following the Termination Year that occur on or before the 18th
Month Anniversary, and payable between January 1st and February 28th
of the third calendar year following the Termination Year.”


 


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


 


“c.           All awards of restricted share units (the
“RSUs”) that would otherwise vest on or before the end of an eighteen (18)
month period following the date of your termination shall accelerate and vest
immediately on the date of termination and be settled within ten (10) business
days thereafter; provided, however, that to the extent the
vesting of any such RSUs is contingent upon satisfaction of specified
performance criteria in accordance with the requirements of Internal Revenue
Code Section 162(m) (“Code Section 162(m)”), such RSUs shall
vest if and when the CBS Compensation Committee (or other committee or
individual(s) designated by the CBS Board of Directors) determines that
the performance criteria relating to such RSUs has been met and will be settled
within ten (10) business days thereafter; provided, further,
that to the extent that you are a “specified employee” (within the meaning of
Code Section 409A and determined pursuant to procedures adopted by CBS) at
the 


 













 


Mr. Louis J. Briskman


December 4, 2008


Page 3


 


time
of your termination and any portion of your RSUs that would otherwise be
settled during the six-month period following your termination of employment
constitutes deferred compensation (within the meaning of Code Section 409A),
such portion shall be settled on the earlier of (i) the first business day
of the seventh month following the month in which your termination of
employment occurs or (ii) your death.”


 


4.         The penultimate sentence of paragraph 9 of
your Employment Agreement shall be amended in its entirety to read as follows:


 


“In the event of your death after 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), less applicable deductions and withholding taxes, in
accordance with the schedule set forth therein; and (y) any bonus
compensation under paragraph 8(d)(ii) to the extent not already paid to
you, payable, less applicable deductions and withholding taxes, between January 1st and February 28th of the calendar
year following the calendar year in which your death occurs.”


 


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 or
to Stephen D. Mirante, Senior Vice President, Human Resources Specialty
Services.


 


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  CBS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Angeline C.
  Straka

  
	
   

  	
   

  	
   Angeline
  C. Straka

  
	
   

  	
   

  	
   Senior
  Vice President

  
	
   

  	
   

  	
   Deputy
  General Counsel and Secretary,

  
	
   

  	
   

  	
   CBS
  Corporation

  



 


 


	
  Accepted and Agreed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Louis J. Briskman

  	
   

  
	
  Louis
  J. Briskman

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
  Dec. 17,
  08