Exhibit 10(j)


 


FIRST
AMENDMENT TO THE


CBS
CORPORATION DEFERRED COMPENSATION PLAN


FOR
OUTSIDE DIRECTORS


 


WHEREAS, Viacom Inc., a
Delaware corporation (“Former Viacom”), previously established and maintained
the Viacom Deferred Compensation Plan for Non-Employee Directors (the “Old
Former Viacom Directors Plan”) for eligible members of its Board of Directors;


 


WHEREAS, the Old Former
Viacom Directors Plan was last amended and restated, effective as of October 3,
2004;


 


WHEREAS, following the
enactment of the American Jobs Creation Act of 2004, Former Viacom established
a new Viacom Deferred Compensation Plan for Non-Employee Directors (the “New
Former Viacom Directors Plan”), effective as of January 1, 2005, for the
purpose of grandfathering amounts deferred (within the meaning of Section 409A
of the Internal Revenue Code) prior to January 1, 2005, by providing that
such amounts continue to be governed by the Old Former Viacom Directors Plan as
in effect on October 3, 2004;


 


WHEREAS, on December 31,
2005, Former Viacom was separated into two separate entities, CBS Corporation,
a Delaware corporation (the “Company”), and Viacom Inc., and the Company
retained the obligations of Former Viacom under the Old Former Viacom Directors
Plan and the New Former Viacom Directors Plan;


 


WHEREAS, the New Former
Viacom Directors Plan was again amended and restated, effective December 31,
2005, for the purpose of reflecting the Company’s assumption of the Plan and
for the purpose of renaming the New Former Viacom Directors Plan as the “CBS
Corporation Deferred Compensation Plan for Outside Directors” (as renamed, the “Plan”);
and


 


WHEREAS, the Company now
desires to amend the Plan, effective as of January 1, 2009, to the extent
necessary to comply with Code Section 409A and Treasury Regulations issued
thereunder.


 


NOW, THEREFORE, the Plan
is amended as follows, effective as of January 1, 2009:


 


1.                                       Section 1
is amended by the addition of the following new paragraph to the end thereof:


 


“This Plan is intended to
meet all of the requirements of Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”), so that Participants will be eligible to
defer receipt of, and the liability for the federal income tax with respect to,
certain items of compensation from one year to a later year in accordance with
the provisions of applicable law and the provisions of the Plan.  With respect to compensation for the
performance of services that is considered to have been “deferred” (within the
meaning of Section 1.409A-6(a)(2) of the Treasury Regulations) on or
after January 1, 2005 through December 31, 2008, 


 













 


the Plan shall be
administered in accordance with a reasonable, good faith interpretation of Code
Section 409A, and such interpretation shall govern the rights of a
Participant with respect to that period of time.”


 


2.                                       Section 2(a) of
the Plan is hereby amended by the addition of the following sentence to the end
thereof:


 


“Any such election that
is deemed to remain in effect from year to year shall become irrevocable for a
calendar year as of the December 31 of the preceding calendar year.”


 


3.                                       Section 2(b) of
the Plan is amended to read as follows:


 


“(b)                           A
Participant may elect to participate in the Plan within 30 days following the
beginning of his or her term in office as a Director, for the fees earned
following the date of his or her election. 
A Participant may also elect to participate in the Plan before December 31
of each year, for the fees earned in the subsequent calendar year and
thereafter.  A Participant may discontinue
participation in the Plan and/or change or modify his or her investment
election annually by filing a written notice with the Company prior to December 31
of a particular year, which notice shall be effective for all fees earned in
the subsequent calendar year and thereafter, subject to the following
restrictions:


 


(i)                                     Investment Election.  Changes to the investment election will be
applicable to subsequent fees only and no existing account may be converted
into another type of account; and


 


(ii)                                  Payment Election.  A Participant may not change his or her
payment election from that selected at the time he or she initially elects to
participate in the Plan.  The payment
election will be applicable to the entire balance of the Participant’s Deferred
Compensation Account.”


 


4.                                       Section 4(a) of the Plan is hereby
amended to read as follows:


 


“(a)                            If a
Participant experiences a Separation from Service, payment of his or her
Deferred Compensation Account(s) shall be made in cash in a lump sum,
three (3) annual installments or five (5) equal annual installments
in accordance with the Participant’s payment election.  The lump sum payment or the initial annual
installment shall be made on the later of (i) the first business day after
the date which is six months following the Participant’s Separation from
Service or (ii) January 15th of the year following the year of the
Participant’s Separation from Service. 
Each subsequent installment payment shall be made on the anniversary of
the initial installment payment.”


 


5.                                       Section 4 of the Plan is hereby amended
by the addition of a new Subsection (e) to read as follows:


 


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“(e)                            The
term “Separation from Service” means the condition that exists when a Director
who is a Participant in the Plan and the Company reasonably anticipate that the
Director will perform no further services as a director of the Company after a
certain date. If it is anticipated that the Director will perform services for
the Company as an employee or consultant immediately following cessation of his
or her service as a director, the term “Separation from Service” means the
condition that exists when such Director and the Company reasonably anticipate
that no further services will be performed after a certain date or that the
level of bona fide services that the Director will perform as an employee or
consultant after such date would permanently decrease to no more than 20% of
the average level of bona fide services performed over the immediately preceding
36-month period (or the full period of services to the Company if the Director
has been providing services to the Company for less than 36 months).  For purposes of this Section 4(e), for
periods during which a Director is on a paid bona fide leave of absence and has
not otherwise experienced a Separation from Service, the Director is treated as
providing bona fide services at the level equal to the level of services that
the Director would have been required to perform to receive the compensation paid
with respect to such leave of absence. 
Periods during which a Director is on an unpaid bona fide leave of
absence and has not otherwise experienced a Separation from Service are
disregarded for purposes of this Section 4(e) (including for purposes
of determining the applicable 36-month (or shorter) period).  For purposes of this Section 4(e), the
Company shall be considered to include all members of the controlled group of
corporations which includes the Company; provided, however, that in applying
Code Section 414(b), the phrase “at least 50 percent” shall be substituted
for “at least 80 percent”; and in applying Code Section 414(c), the phrase
“at least 50 percent” shall be used instead of the phrase “at least 80 percent.”  Separation from Service shall be determined
on the basis of the modifications described in Treasury Regulation Section 1.409A-1(h)(3) (or
any successor regulation)) as defined in Code Section 409A and the
regulations or other guidance issued thereunder.”


 


6.                                       Section 7 of the Plan is hereby amended
to read as follows:


 


“7.                               Amendments and Adjustments to the Plan


 


The Plan may be altered, amended or suspended by the
Board of Directors; provided, however, that no alteration or amendment will be
effective without stockholder approval if such approval is required by law or
under the rules of the New York Stock Exchange or other principal stock
exchange on which the Class B Common Stock is listed.  No termination or amendment of the Plan may,
without the consent of the Participant for whom a Deferred Compensation Account
is maintained, materially adversely affect the rights of such Participant in
such Deferred Compensation Account immediately prior to amendment, provided,
however, that the consent of Participants to certain actions shall not be
required for the making of any amendment or any termination that is deemed
necessary by the Company to avoid the imposition on any person of additional
taxes, penalties or interest under Code Section 409A.


 


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In the event of any merger, consolidation,
stock-split, dividend (other than a regular cash dividend), distribution,
combination, recapitalization or reclassification that changes the character or
amount of the Class B Common Stock or any other changes in the corporate
structure, equity securities or capital structure of the Company, the Board
shall make such proportionate adjustments to the Stock Unit Shares held in the
plan and any other affected provision in each case, as it deems appropriate, provided
that such adjustments shall be made in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix),
or any successor provision.  The Board’s
determination as to what, if any, adjustments shall be made shall be final and
binding on the Company and all Participants.”


 


7.                                       The
Plan is hereby amended by the addition thereto of a new Section 10 to read
as follows:


 


“10.                        Code Section 409A.


 


To the extent applicable, it is intended that this
Plan comply with the provisions of Code Section 409A.  References to Code Section 409A shall
include any proposed, temporary or final regulation, or any other guidance,
promulgated with respect to such section by the U.S. Department of the Treasury
or the Internal Revenue Service.  This
Plan shall be administered and interpreted in a manner consistent with this
intent.  If any provision of this Plan is
susceptible of two interpretations, one of which results in the compliance of
the Plan with Code Section 409A and the applicable Treasury Regulations,
and one of which does not, then the provision shall be given the interpretation
that results in compliance with Code Section 409A and the applicable
Treasury Regulations.  Notwithstanding
the foregoing or any other provision of this Plan to the contrary, neither CBS
nor any of its subsidiaries or affiliates shall be deemed to guarantee any
particular tax result for any Participant or beneficiary with respect to any
payments provided hereunder.”


 


8.                                       Capitalized terms used in but not defined in
this Amendment shall have the same meaning as in the Plan.


 


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