ANY FAILURE, BREACH OR REFUSAL UNDER (IV), (V),
(VI), (VII), (VIII) OR (IX) OF THIS PARAGRAPH 8(A); PROVIDED, HOWEVER, THAT, IF
CBS REASONABLY EXPECTS IRREPARABLE INJURY FROM A DELAY OF TEN (10) BUSINESS
DAYS, CBS MAY GIVE YOU NOTICE OF SUCH SHORTER PERIOD WITHIN WHICH TO CURE AS IS
REASONABLE UNDER THE CIRCUMSTANCES.
(B)
GOOD REASON TERMINATION.
YOU MAY TERMINATE
YOUR EMPLOYMENT UNDER THIS AGREEMENT FOR GOOD REASON AT ANY TIME DURING THE TERM
BY WRITTEN NOTICE TO CBS GIVEN NO MORE THAN THIRTY (30) DAYS AFTER THE
OCCURRENCE OF THE EVENT CONSTITUTING GOOD REASON.
SUCH NOTICE SHALL STATE AN
EFFECTIVE DATE NO EARLIER THAN THIRTY (30) BUSINESS DAYS AND NO LATER THAN SIXTY
(60) DAYS AFTER THE DATE IT IS GIVEN, PROVIDED, THAT
Martin D. Franks
As of September 1, 2007
Page 9
CBS MAY SET AN EARLIER EFFECTIVE DATE FOR YOUR RESIGNATION AT ANY TIME AFTER
RECEIPT OF YOUR NOTICE.
CBS SHALL HAVE THIRTY (30) BUSINESS DAYS FROM THE
RECEIPT OF YOUR NOTICE WITHIN WHICH TO CURE AND, IN THE EVENT OF SUCH CURE, YOUR
NOTICE SHALL BE OF NO FURTHER FORCE OR EFFECT.
GOOD REASON SHALL MEAN WITHOUT
YOUR CONSENT (OTHER THAN IN CONNECTION WITH THE TERMINATION OR SUSPENSION OF
YOUR EMPLOYMENT OR DUTIES FOR CAUSE OR IN CONNECTION WITH PHYSICAL AND MENTAL
INCAPACITY): (I) THE REQUIREMENT THAT YOU REPORT TO AN EXECUTIVE AT A LEVEL
LOWER THAN THE PRESIDENT & CEO OF CBS CORPORATION (CURRENTLY LESLIE MOONVES)
(II) THE MATERIAL BREACH BY CBS OF ITS OBLIGATIONS UNDER THIS AGREEMENT,
INCLUDING A MATERIAL REDUCTION IN THE SCOPE OF YOUR RESPONSIBILITIES AS OUTLINED
IN PARAGRAPH 2 HEREIN, OR TITLE, OR A MATERIAL REDUCTION IN YOUR BASE
COMPENSATION; OR (III) THE REQUIREMENT THAT YOU RELOCATE YOUR PRINICIPAL
RESIDENCE OUTSIDE OF THE METROPOLITAN AREA YOU CURRENTLY RESIDE IN.
(c) Termination Without Cause. CBS may terminate your employment under this
Agreement without Cause at any time during the Term by written notice to you.
(d) Termination Payments/Benefits. In the event that your employment terminates
under paragraph 8(b) or 8(c) during the Term hereof, subject to paragraph 19,
you shall thereafter receive, less applicable withholding taxes for the
remainder of the Term as follows:
(I)
AN AMOUNT EQUAL TO EIGHTEEN (18) MONTHS OF
YOUR THEN CURRENT BASE SALARY PLUS EIGHTEEN (18) MONTHS OF BONUS PAID IN
ACCORDANCE WITH CBS'S THEN EFFECTIVE PAYROLL PRACTICES. THE EIGHTEEN (18) MONTHS
OF BONUS AMOUNT SHALL BE DETERMINED IN TWO PARTS, AS FOLLOWS: (I) FOR THE NUMBER
OF MONTHS THAT YOU WERE ACTIVELY RENDERING SERVICES DURING THE CALENDAR YEAR
PRIOR TO YOUR TERMINATION, AN ACTUAL BONUS AMOUNT SHALL BE DETERMINED IN A
MANNER CONSISTENT WITH OTHER CBS CORPORATE EXECUTIVES AND (II) FOR THE NUMBER OF
MONTHS REMAINING TO ACHIEVE 18 MONTHS, THE BONUS AMOUNT SHALL BE DETERMINED
BASED UPON YOUR "TARGET" BONUS;
(II)
MEDICAL AND DENTAL INSURANCE COVERAGE FOR YOU
AND YOUR ELIGIBLE DEPENDENTS PROVIDED UNDER COMPANY PAID COBRA BENEFITS AT NO
COST TO YOU (EXCEPT AS HEREAFTER DESCRIBED) PURSUANT TO THE CBS BENEFIT PLANS IN