ANY OF CBS'S BUSINESSES OR THOSE
WHO CONDUCT BUSINESS WITH CBS AND ITS AFFILIATED ENTITIES.
CBS WILL GIVE YOU
WRITTEN NOTICE PRIOR TO TERMINATING YOUR EMPLOYMENT PURSUANT TO (III), (IV),
(V), (VII), (VII) OR (VIII) OF THIS PARAGRAPH 8(A), SETTING FORTH THE NATURE OF
ANY ALLEGED FAILURE, BREACH OR REFUSAL IN REASONABLE DETAIL AND THE CONDUCT
REQUIRED TO CURE.
EXCEPT FOR A FAILURE, BREACH OR REFUSAL WHICH, BY ITS NATURE,
CANNOT REASONABLY BE EXPECTED TO BE CURED, YOU SHALL HAVE TEN (10) BUSINESS DAYS
FROM THE GIVING OF SUCH NOTICE WITHIN WHICH TO CURE ANY FAILURE, BREACH OR
REFUSAL UNDER (III), (IV), (V), (VII), (VII) OR (VIII) 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
Joseph R. Ianniello
As of November 17, 2008
Page 9
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 CBS MAY SET AN EARLIER EFFECTIVE DATE FOR YOUR
RESIGNATION AT ANY TIME AFTER RECEIPT OF YOUR NOTICE.
CBS SHALL HAVE THIRTY
(30) 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 ON AN
ONGOING BASIS TO AN EXECUTIVE AT A LEVEL LOWER THAN THE LEVEL OF THE EXECUTIVE
TO WHOM YOU CURRENTLY REPORT; (II) THE MATERIAL BREACH BY CBS OF ITS OBLIGATIONS
UNDER THIS AGREEMENT, INCLUDING A MATERIAL REDUCTION IN THE SCOPE OF YOUR
RESPONSIBILITIES OR TITLE, OR A MATERIAL REDUCTION IN YOUR BASE COMPENSATION; OR
(III) THE REQUIREMENT THAT YOU RELOCATE OUTSIDE OF THE METROPOLITAN AREA YOU
CURRENTLY ARE EMPLOYED 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 YOU SHALL
THEREAFTER RECEIVE, LESS APPLICABLE WITHHOLDING TAXES AS FOLLOWS:
(i)
an amount equal to eighteen (18) months of your then current base
Salary described in paragraph 3(a) payable in accordance with the CBS's then
effective payroll practices (your "Regular Payroll Amount") as follows:
a.
beginning on the regular payroll date ("Regular Payroll Dates")
following your termination of employment, you will receive your Regular Payroll
Amount on the