LTD PROGRAM.
IF YOU HAVE NOT
RETURNED TO WORK BY DECEMBER 31ST OF A CALENDAR YEAR DURING THE TERM, YOU WILL
RECEIVE BONUS COMPENSATION FOR THE CALENDAR YEAR(S) DURING THE TERM IN WHICH YOU
RECEIVE COMPENSATION UNDER THE STD PROGRAM, DETERMINED AS FOLLOWS:
(I)
FOR THE PORTION OF THE CALENDAR YEAR FROM JANUARY 1ST UNTIL THE
DATE ON WHICH YOU FIRST RECEIVE COMPENSATION UNDER THE STD PROGRAM, BONUS
COMPENSATION SHALL BE DETERMINED IN ACCORDANCE WITH THE STIP (I.E., BASED UPON
CBS'S ACHIEVEMENT OF ITS GOALS AND CBS'S GOOD FAITH ESTIMATE OF YOUR ACHIEVEMENT
OF YOUR PERSONAL GOALS) AND PRORATED FOR SUCH PERIOD; AND
(II)
FOR ANY SUBSEQUENT PORTION OF THAT CALENDAR YEAR AND ANY PORTION
OF THE FOLLOWING CALENDAR YEAR IN WHICH YOU RECEIVE COMPENSATION UNDER THE STD
PROGRAM, BONUS COMPENSATION SHALL BE IN AN AMOUNT EQUAL TO YOUR TARGET BONUS AND
PRORATED FOR SUCH PERIOD(S).
Joseph R. Ianniello
As of November 17, 2008
Page 8
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.
You will not receive bonus compensation for any portion of the
calendar year(s) during the Term while you receive benefits under the LTD
program.
For the periods that you receive compensation and benefits under the
STD and LTD programs, such compensation and benefits and the bonus compensation
provided under this paragraph 7 are in lieu of Salary and Bonus under paragraphs
3(a) and (b).
8.
Termination.
(A)
TERMINATION FOR CAUSE.
CBS MAY, AT ITS OPTION, TERMINATE YOUR
EMPLOYMENT UNDER THIS AGREEMENT FORTHWITH FOR CAUSE AND THEREAFTER SHALL HAVE NO
FURTHER OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY
OBLIGATION TO PAY SALARY OR BONUS OR PROVIDE BENEFITS.
CAUSE SHALL MEAN:
(I) EMBEZZLEMENT, FRAUD OR OTHER CONDUCT WHICH WOULD CONSTITUTE A FELONY OR A
MISDEMEANOR INVOLVING FRAUD OR PERJURY; (II) WILLFUL UNAUTHORIZED DISCLOSURE OF
CONFIDENTIAL INFORMATION; (III) YOUR FAILURE TO OBEY A MATERIAL LAWFUL DIRECTIVE
THAT IS APPROPRIATE TO YOUR POSITION FROM AN EXECUTIVE(S) IN YOUR REPORTING
LINE; (IV) YOUR FAILURE TO COMPLY WITH THE WRITTEN POLICIES OF CBS, INCLUDING
THE CBS BUSINESS CONDUCT STATEMENT OR SUCCESSOR CONDUCT STATEMENT AS THEY APPLY
FROM TIME TO TIME; (V) YOUR MATERIAL BREACH OF THIS AGREEMENT (INCLUDING ANY
REPRESENTATIONS HEREIN); (VI) YOUR FAILURE (EXCEPT IN THE EVENT OF YOUR
DISABILITY) OR REFUSAL TO SUBSTANTIALLY PERFORM YOUR MATERIAL OBLIGATIONS UNDER
THIS AGREEMENT; (VII) WILLFUL FAILURE TO COOPERATE WITH A BONA FIDE INTERNAL
INVESTIGATION OR INVESTIGATION BY REGULATORY OR LAW ENFORCEMENT AUTHORITIES OR
THE DESTRUCTION OR FAILURE TO PRESERVE DOCUMENTS OR OTHER MATERIAL REASONABLY
LIKELY TO BE RELEVANT TO SUCH AN INVESTIGATION, OR THE INDUCEMENT OF OTHERS TO
FAIL TO COOPERATE OR TO DESTROY OR FAIL TO PRODUCE DOCUMENTS OR OTHER MATERIAL;
OR (VIII) CONDUCT WHICH IS CONSIDERED AN OFFENSE INVOLVING MORAL TURPITUDE UNDER
FEDERAL, STATE OR LOCAL LAWS, OR WHICH MIGHT BRING YOU TO PUBLIC DISREPUTE,
SCANDAL OR RIDICULE OR REFLECT UNFAVORABLY UPON