2007
Page 13
AFTER THE TERMINATION OF YOUR EMPLOYMENT WHILE YOU ARE ENTITLED TO RECEIVE
COMPENSATION UNDER PARAGRAPH 8(D), YOUR BENEFICIARY OR ESTATE SHALL RECEIVE
(X) ANY SALARY PAYABLE UNDER PARAGRAPH 8(D)(I) UP TO THE DATE ON WHICH THE DEATH
OCCURS; AND
(Y) BONUS COMPENSATION FOR THE CALENDAR YEAR IN WHICH THE DEATH
OCCURS IN AN AMOUNT EQUAL TO YOUR TARGET BONUS AND PRO-RATED FOR THE PORTION OF
THE YEAR THROUGH THE DATE OF DEATH, PAYABLE, LESS APPLICABLE DEDUCTIONS AND
WITHHOLDING TAXES, BY FEBRUARY 28TH OF THE FOLLOWING YEAR.
10.
NO ACCEPTANCE OF PAYMENTS.
YOU REPRESENT
THAT YOU HAVE NOT ACCEPTED OR GIVEN NOR WILL YOU ACCEPT OR GIVE, DIRECTLY OR
INDIRECTLY, ANY MONEY, SERVICES OR OTHER VALUABLE CONSIDERATION FROM OR TO
ANYONE OTHER THAN CBS FOR THE INCLUSION OF ANY MATTER AS PART OF ANY FILM,
TELEVISION PROGRAM OR OTHER PRODUCTION PRODUCED, DISTRIBUTED AND/OR DEVELOPED BY
CBS, OR ANY OF CBS'S AFFILIATED COMPANIES.
11.
EQUAL OPPORTUNITY EMPLOYER; EMPLOYEE
STATEMENT OF BUSINESS CONDUCT. YOU RECOGNIZE THAT CBS IS AN EQUAL OPPORTUNITY
EMPLOYER.
YOU AGREE THAT YOU WILL COMPLY WITH CBS POLICIES REGARDING EMPLOYMENT
PRACTICES AND WITH APPLICABLE FEDERAL, STATE AND LOCAL LAWS PROHIBITING
DISCRIMINATION ON THE BASIS OF RACE, COLOR, SEX, RELIGION, NATIONAL ORIGIN,
CITIZENSHIP, AGE, MARITAL STATUS, SEXUAL ORIENTATION, DISABILITY OR VETERAN
STATUS.
IN ADDITION, YOU AGREE THAT YOU WILL COMPLY WITH THE CBS BUSINESS
CONDUCT STATEMENT.
12.
NOTICES.
ALL NOTICES UNDER THIS AGREEMENT
MUST BE GIVEN IN WRITING, BY PERSONAL DELIVERY OR BY MAIL, AT THE PARTIES'
RESPECTIVE ADDRESSES SHOWN ON THIS AGREEMENT (OR ANY OTHER ADDRESS DESIGNATED IN
WRITING BY EITHER PARTY), WITH A COPY, IN THE CASE OF CBS, TO THE ATTENTION OF
THE EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL, CBS.
ANY NOTICE GIVEN BY MAIL
SHALL BE DEEMED TO HAVE BEEN GIVEN THREE DAYS FOLLOWING SUCH MAILING.
13.
ASSIGNMENT.
THIS IS AN AGREEMENT FOR THE
PERFORMANCE OF PERSONAL SERVICES BY YOU AND MAY NOT BE ASSIGNED BY YOU OR CBS
EXCEPT THAT CBS MAY ASSIGN THIS AGREEMENT TO ANY AFFILIATED COMPANY OF OR ANY
SUCCESSOR IN INTEREST TO CBS.
14.
NEW YORK LAW, ETC.
YOU ACKNOWLEDGE THAT
THIS AGREEMENT HAS BEEN EXECUTED, IN WHOLE OR IN PART, IN NEW YORK, AND YOUR
EMPLOYMENT DUTIES ARE PRIMARILY PERFORMED IN NEW YORK.
ACCORDINGLY, YOU AGREE
THAT THIS AGREEMENT AND ALL MATTERS OR ISSUES ARISING OUT OF OR RELATING TO YOUR
CBS EMPLOYMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS ENTERED INTO AND PERFORMED ENTIRELY THEREIN.
15.
NO IMPLIED CONTRACT.
NOTHING CONTAINED IN
THIS AGREEMENT SHALL BE CONSTRUED TO IMPOSE ANY OBLIGATION ON CBS OR YOU TO
RENEW THIS AGREEMENT OR ANY PORTION THEREOF.
THE PARTIES INTEND TO BE BOUND
ONLY UPON EXECUTION OF A WRITTEN AGREEMENT AND NO NEGOTIATION, EXCHANGE OF DRAFT
OR PARTIAL PERFORMANCE SHALL BE DEEMED
Martin D. Franks
As of September 1, 2007
Page 14
TO IMPLY AN AGREEMENT.
NEITHER THE CONTINUATION OF EMPLOYMENT NOR ANY OTHER
CONDUCT SHALL BE DEEMED TO IMPLY A CONTINUING AGREEMENT