UPON THE EXPIRATION OF
THE TERM.
16.
ENTIRE UNDERSTANDING.
THIS AGREEMENT
CONTAINS THE ENTIRE UNDERSTANDING OF THE PARTIES HERETO RELATING TO THE SUBJECT
MATTER CONTAINED IN THIS AGREEMENT, AND CAN BE CHANGED ONLY BY A WRITING SIGNED
BY BOTH PARTIES.
17.
VOID PROVISIONS.
IF ANY PROVISION OF THIS
AGREEMENT, AS APPLIED TO EITHER PARTY OR TO ANY CIRCUMSTANCES, SHALL BE FOUND BY
A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE BUT WOULD BE ENFORCEABLE
IF SOME PART WERE DELETED OR THE PERIOD OR AREA OF APPLICATION WERE REDUCED,
THEN SUCH PROVISION SHALL APPLY WITH THE MODIFICATION NECESSARY TO MAKE IT
ENFORCEABLE, AND SHALL IN NO WAY AFFECT ANY OTHER PROVISION OF THIS AGREEMENT OR
THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT.
18.
SUPERSEDES PRIOR AGREEMENTS.
WITH RESPECT
TO THE PERIOD COVERED BY THE TERM, THIS AGREEMENT SUPERSEDES AND CANCELS ALL
PRIOR AGREEMENTS RELATING TO YOUR EMPLOYMENT BY CBS, OR ANY OF CBS'S AFFILIATED
COMPANIES.
19.
Payment of Deferred Compensation - Section 409A.
(a)
The intent of the parties is that payments and
benefits under this Agreement comply with Code Section 409A and, accordingly, to
the maximum extent permitted, this Agreement shall be interpreted to be in
compliance therewith.
If you notify CBS (with specificity as to the reason
therefor) that you believe that any provision of this Agreement (or of any award
of compensation, including equity compensation or benefits) would cause you to
incur any additional tax or interest under Section 409A and CBS concurs, or CBS
(without any obligation whatsoever to do so) independently makes such
determination, CBS shall, after consulting with you, use reasonable efforts to
reform such provision to the extent possible to comply with Code Section 409A;
provided that such modification shall, to the maximum extent practicable,
maintain the original intent and economic benefit to you and CBS of the
applicable provision without violating the provisions of Code Section 409A; and
further provided that if CBS, in its sole discretion, determines that
reformation or modification is not practicable, CBS is under no obligation
whatsoever to make such reformation or modification.
(b)
In no event whatsoever (including, but not
limited to as a result of paragraph (a) or otherwise) shall CBS be liable for
any tax, interest or penalties that may be imposed on you by Code Section 409A
or any damages for failing to comply with Code Section 409A or (a) above.
You
acknowledge that you have been advised to obtain independent legal, tax or other
counsel in connection with Code Section 409A, and you acknowledge that your
decision to enter into this Agreement is based on consultation with such
counsel.
Martin D. Franks
As of September 1, 2007
Page 15
20.
ARBITRATION.
IF ANY DISAGREEMENT OR DISPUTE
WHATSOEVER SHALL ARISE BETWEEN THE PARTIES CONCERNING THIS AGREEMENT (INCLUDING
THE DOCUMENTS REFERENCED HEREIN) OR YOUR EMPLOYMENT WITH CBS, THE PARTIES HERETO
AGREE THAT SUCH DISAGREEMENT OR DISPUTE SHALL BE SUBMITTED TO ARBITRATION BEFORE
THE AMERICAN ARBITRATION ASSOCIATION ("AAA"), AND THAT A NEUTRAL ARBITRATOR WILL
BE SELECTED