AND/OR THERE
ARE ANY RIGHTS IN SUCH RESULTS AND PROCEEDS WHICH DO NOT ACCRUE TO CBS UNDER THE
PRECEDING SENTENCE, THEN YOU HEREBY IRREVOCABLY ASSIGN AND AGREE 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 PRESIDENT AND CEO, 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
Martin D. Franks
As of September 1, 2007
Page 5
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.
(E)
LITIGATION.
(I)
YOU AGREE THAT DURING THE TERM, AND FOR THE
GREATER OF: (I) SIX (6) 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