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).
Subject to paragraph 19 hereof, bonus compensation under this paragraph 7 shall
be paid, less applicable deductions and withholding taxes, by February 28th of
the year(s) following the year as to which such bonus compensation is payable.
You will not receive bonus compensation for any portion of the calendar
year(s) during the Term
Martin D. Franks
As of September 1, 2007
Page 8
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) DISHONESTY; (II) EMBEZZLEMENT, FRAUD OR OTHER CONDUCT
WHICH WOULD CONSTITUTE A FELONY OR A MISDEMEANOR INVOLVING FRAUD OR PERJURY;
(III) WILLFUL UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION; (IV) YOUR
FAILURE TO OBEY A MATERIAL LAWFUL DIRECTIVE THAT IS APPROPRIATE TO YOUR POSITION
FROM AN EXECUTIVE(S) IN YOUR REPORTING LINE; (V) 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; (VI) YOUR MATERIAL
BREACH OF THIS AGREEMENT (INCLUDING ANY REPRESENTATIONS HEREIN); (VII) YOUR
FAILURE (EXCEPT IN THE EVENT OF YOUR DISABILITY) OR REFUSAL TO SUBSTANTIALLY
PERFORM YOUR MATERIAL OBLIGATIONS UNDER THIS AGREEMENT; (VIII) 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 (IX) 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 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 (IV), (V), (VI), (VII), (VIII) OR (IX)
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