TO ASSIGN ANY AND ALL OF
YOUR RIGHT, TITLE AND INTEREST THERETO, INCLUDING, WITHOUT LIMITATION, ANY AND
ALL COPYRIGHTS, PATENTS, TRADE SECRETS, TRADEMARKS AND/OR OTHER RIGHTS OF EVERY
NATURE IN THE WORK, WHETHER NOW KNOWN OR HEREAFTER DEFINED OR DISCOVERED, AND
CBS SHALL HAVE THE RIGHT TO USE THE WORK IN PERPETUITY THROUGHOUT THE UNIVERSE
IN ANY MANNER CBS DETERMINES IN ITS SOLE DISCRETION WITHOUT ANY FURTHER PAYMENT
TO YOU.
YOU SHALL, AS MAY BE REQUESTED BY CBS FROM TIME TO TIME, DO ANY AND ALL
THINGS WHICH CBS MAY DEEM USEFUL OR DESIRABLE TO ESTABLISH OR DOCUMENT CBS'S
RIGHTS IN ANY SUCH RESULTS AND PROCEEDS, INCLUDING, WITHOUT LIMITATION, THE
EXECUTION OF APPROPRIATE COPYRIGHT, TRADEMARK AND/OR PATENT APPLICATIONS,
ASSIGNMENTS OR SIMILAR DOCUMENTS AND, IF YOU ARE UNAVAILABLE OR UNWILLING TO
EXECUTE SUCH DOCUMENTS, YOU HEREBY IRREVOCABLY DESIGNATE THE EXECUTIVE VICE
PRESIDENT, GENERAL COUNSEL, CBS CORPORATION OR HIS DESIGNEE AS YOUR
ATTORNEY-IN-FACT WITH THE POWER TO EXECUTE SUCH DOCUMENTS ON YOUR BEHALF.
TO
THE EXTENT YOU HAVE ANY RIGHTS IN THE RESULTS AND PROCEEDS OF YOUR SERVICES
UNDER THIS AGREEMENT THAT CANNOT BE ASSIGNED AS DESCRIBED ABOVE, YOU
UNCONDITIONALLY AND IRREVOCABLY WAIVE THE ENFORCEMENT OF SUCH RIGHTS.
THIS
PARAGRAPH 6(D) IS SUBJECT TO, AND DOES NOT LIMIT, RESTRICT, OR CONSTITUTE A
WAIVER BY CBS OF ANY OWNERSHIP RIGHTS TO WHICH CBS MAY BE ENTITLED BY OPERATION
OF LAW BY VIRTUE OF BEING YOUR EMPLOYER.
Joseph R. Ianniello
As of November 17, 2008
Page 5
(E)
LITIGATION.
(I)
YOU AGREE THAT DURING THE TERM, AND FOR THE GREATER OF:
(I) TWELVE (12) MONTHS THEREAFTER; OR (II) DURING THE PENDENCY OF ANY LITIGATION
OR OTHER PROCEEDING, (X) YOU SHALL NOT COMMUNICATE WITH ANYONE (OTHER THAN YOUR
OWN ATTORNEYS AND TAX ADVISORS), EXCEPT TO THE EXTENT NECESSARY IN THE
PERFORMANCE OF YOUR DUTIES UNDER THIS AGREEMENT, WITH RESPECT TO THE FACTS OR
SUBJECT MATTER OF ANY PENDING OR POTENTIAL LITIGATION, OR REGULATORY OR
ADMINISTRATIVE PROCEEDING INVOLVING CBS, OR ANY OF CBS'S AFFILIATED COMPANIES,
OTHER THAN ANY LITIGATION OR OTHER PROCEEDING IN WHICH YOU ARE A
PARTY-IN-OPPOSITION, WITHOUT GIVING PRIOR NOTICE TO CBS OR ITS COUNSEL; AND
(Y) IN THE EVENT THAT ANY OTHER PARTY ATTEMPTS TO OBTAIN INFORMATION OR
DOCUMENTS FROM YOU WITH RESPECT TO SUCH MATTERS, EITHER THROUGH FORMAL LEGAL
PROCESS SUCH AS A SUBPOENA OR BY INFORMAL MEANS SUCH AS INTERVIEWS, YOU SHALL
PROMPTLY NOTIFY CBS'S COUNSEL BEFORE PROVIDING ANY INFORMATION OR DOCUMENTS.
(II)
YOU AGREE TO COOPERATE WITH CBS AND ITS ATTORNEYS, BOTH DURING
AND AFTER THE TERMINATION OF YOUR EMPLOYMENT, IN CONNECTION WITH ANY LITIGATION
OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO MATTERS IN WHICH YOU WERE
INVOLVED PRIOR TO THE TERMINATION OF YOUR EMPLOYMENT.
YOUR COOPERATION SHALL
INCLUDE, WITHOUT LIMITATION, PROVIDING ASSISTANCE TO CBS'S COUNSEL, EXPERTS OR
CONSULTANTS, AND PROVIDING TRUTHFUL TESTIMONY IN PRETRIAL AND TRIAL OR HEARING
PROCEEDINGS.
IN THE EVENT THAT YOUR COOPERATION IS REQUESTED AFTER THE
TERMINATION OF YOUR EMPLOYMENT, CBS WILL (X) SEEK TO MINIMIZE INTERRUPTIONS TO
YOUR SCHEDULE TO THE EXTENT