CRITICIZE, RIDICULE OR MAKE ANY STATEMENT WHICH DISPARAGES OR IS
DEROGATORY OF CBS, OR ANY OF CBS'S AFFILIATED COMPANIES OR ANY OF THEIR
RESPECTIVE DIRECTORS OR SENIOR OFFICERS.
(I)
INJUNCTIVE RELIEF.
CBS HAS ENTERED INTO THIS AGREEMENT IN ORDER
TO OBTAIN THE BENEFIT OF YOUR UNIQUE SKILLS, TALENT, AND EXPERIENCE.
YOU
ACKNOWLEDGE AND AGREE THAT ANY VIOLATION OF PARAGRAPHS 6(A) THROUGH (H) OF THIS
AGREEMENT WILL RESULT IN IRREPARABLE DAMAGE TO CBS, AND, ACCORDINGLY, CBS MAY
OBTAIN INJUNCTIVE AND OTHER EQUITABLE RELIEF FOR ANY BREACH OR THREATENED BREACH
OF SUCH PARAGRAPHS, IN ADDITION TO ANY OTHER REMEDIES AVAILABLE TO CBS.
(J)
SURVIVAL; MODIFICATION OF TERMS.
YOUR OBLIGATIONS UNDER
PARAGRAPHS 6(A) THROUGH (I) SHALL REMAIN IN FULL FORCE AND EFFECT FOR THE ENTIRE
PERIOD PROVIDED THEREIN NOTWITHSTANDING THE TERMINATION OF YOUR EMPLOYMENT UNDER
THIS AGREEMENT FOR ANY REASON OR THE EXPIRATION OF THE TERM; PROVIDED, HOWEVER,
THAT YOUR
Joseph R. Ianniello
As of November 17, 2008
Page 7
OBLIGATIONS UNDER PARAGRAPH 6(A) (BUT NOT UNDER ANY OTHER PROVISION OF THIS
AGREEMENT) SHALL CEASE IF: (X) CBS TERMINATES YOUR EMPLOYMENT WITHOUT CAUSE AND
(Y) YOU PROVIDE CBS A WRITTEN NOTICE INDICATING YOUR DESIRE TO WAIVE YOUR RIGHT
TO RECEIVE, OR TO CONTINUE TO RECEIVE, TERMINATION PAYMENTS AND BENEFITS UNDER
PARAGRAPH 8(D)(I) THROUGH (IV) AND (Z) CBS NOTIFIES YOU THAT IT HAS, IN ITS SOLE
DISCRETION, ACCEPTED YOUR REQUEST.
YOU AND CBS AGREE THAT THE RESTRICTIONS AND
REMEDIES CONTAINED IN PARAGRAPHS 6(A) THROUGH (I) ARE REASONABLE AND THAT IT IS
YOUR INTENTION AND THE INTENTION OF CBS THAT SUCH RESTRICTIONS AND REMEDIES
SHALL BE ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE BY LAW.
IF A COURT OF
COMPETENT JURISDICTION SHALL FIND THAT ANY SUCH RESTRICTION OR REMEDY IS
UNENFORCEABLE BUT WOULD BE ENFORCEABLE IF SOME PART WERE DELETED OR THE PERIOD
OR AREA OF APPLICATION REDUCED, THEN SUCH RESTRICTION OR REMEDY SHALL APPLY WITH
THE MODIFICATION NECESSARY TO MAKE IT ENFORCEABLE.
YOU ACKNOWLEDGE THAT CBS
CONDUCTS ITS BUSINESS OPERATIONS AROUND THE WORLD AND HAS INVESTED CONSIDERABLE
TIME AND EFFORT TO DEVELOP THE INTERNATIONAL BRAND AND GOODWILL ASSOCIATED WITH
THE "CBS" NAME.
TO THAT END, YOU FURTHER ACKNOWLEDGE THAT THE OBLIGATIONS SET
FORTH IN THIS PARAGRAPH 6 ARE BY NECESSITY INTERNATIONAL IN SCOPE AND NECESSARY
TO PROTECT THE INTERNATIONAL OPERATIONS AND GOODWILL OF CBS AND ITS AFFILIATED
COMPANIES.
7.
DISABILITY.
IN THE EVENT THAT YOU BECOME "DISABLED" WITHIN THE
MEANING OF SUCH TERM UNDER CBS'S SHORT-TERM DISABILITY ("STD") PROGRAM AND ITS
LONG-TERM DISABILITY ("LTD") PROGRAM WHILE EMPLOYED DURING THE TERM (SUCH
CONDITION IS REFERRED TO AS A "DISABILITY"), YOU WILL RECEIVE COMPENSATION UNDER
THE STD PROGRAM IN ACCORDANCE WITH ITS TERMS.
THEREAFTER, YOU WILL BE ELIGIBLE
TO RECEIVE BENEFITS UNDER THE LTD PROGRAM IN ACCORDANCE WITH ITS TERMS.
FOR
PURPOSES OF THIS AGREEMENT, YOU WILL BE CONSIDERED TO HAVE EXPERIENCED A
TERMINATION OF EMPLOYMENT WITH CBS AND ITS SUBSIDIARIES AS OF THE DATE YOU FIRST
BECOME ELIGIBLE TO RECEIVE BENEFITS UNDER THE LTD PROGRAM, AND SHALL THEREAFTER
BE EXCLUSIVELY ENTITLED TO BENEFITS UNDER THE