CBS
SEVERANCE POLICY APPLICABLE TO EXECUTIVES AT YOUR LEVEL SUBJECT TO THE TERMS OF
SUCH SEVERANCE POLICY, AND IN EITHER CASE, SUBJECT TO YOUR EXECUTION OF A
RELEASE IN FAVOR OF CBS.
(F)
TERMINATION OF BENEFITS.
NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY (EXCEPT AS OTHERWISE PROVIDED IN
PARAGRAPH 8(D) WITH RESPECT TO MEDICAL AND DENTAL BENEFITS AND LIFE INSURANCE),
PARTICIPATION IN ALL CBS BENEFIT PLANS AND PROGRAMS (INCLUDING, WITHOUT
LIMITATION, VACATION ACCRUAL, ALL RETIREMENT AND RELATED EXCESS PLANS AND LTD)
WILL TERMINATE UPON THE TERMINATION OF YOUR EMPLOYMENT EXCEPT TO THE EXTENT
OTHERWISE EXPRESSLY PROVIDED IN SUCH PLANS OR PROGRAMS AND SUBJECT TO ANY VESTED
RIGHTS YOU MAY HAVE UNDER THE TERMS OF SUCH PLANS OR PROGRAMS.
THE FOREGOING
SHALL NOT APPLY TO THE LTMIP AND, AFTER THE TERMINATION OF YOUR EMPLOYMENT, YOUR
RIGHTS UNDER THE LTMIP SHALL BE GOVERNED BY THE TERMS OF THE LTMIP AWARD
AGREEMENTS OR CERTIFICATES AND THE APPLICABLE LTMIP PLANS.
(G)
RESIGNATION FROM OFFICIAL POSITIONS.
IF YOUR
EMPLOYMENT WITH CBS TERMINATES FOR ANY REASON, YOU SHALL BE DEEMED TO HAVE
RESIGNED AT THAT TIME FROM ANY AND ALL OFFICER OR DIRECTOR POSITIONS THAT YOU
MAY HAVE HELD WITH CBS, OR ANY OF CBS'S AFFILIATED COMPANIES AND ALL BOARD SEATS
OR OTHER POSITIONS IN OTHER ENTITIES YOU HELD ON BEHALF OF CBS.
IF, FOR ANY
REASON, THIS PARAGRAPH 8(G) IS DEEMED INSUFFICIENT TO EFFECTUATE SUCH
RESIGNATION, YOU AGREE TO EXECUTE, UPON THE REQUEST OF CBS, ANY DOCUMENTS OR
INSTRUMENTS WHICH CBS MAY DEEM NECESSARY OR DESIRABLE TO EFFECTUATE SUCH
RESIGNATION OR RESIGNATIONS, AND YOU HEREBY AUTHORIZE THE SECRETARY AND ANY
ASSISTANT SECRETARY OF CBS TO EXECUTE ANY SUCH DOCUMENTS OR INSTRUMENTS AS YOUR
ATTORNEY-IN-FACT.
(H)
RELEASE AND COMPLIANCE WITH PARAGRAPH 6.
NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, CBS SHALL REQUIRE THAT,
PRIOR TO PAYMENT OF ANY AMOUNT OR PROVISION OF ANY BENEFIT PURSUANT TO PARAGRAPH
8(D), YOU SHALL HAVE EXECUTED A GENERAL RELEASE IN FAVOR OF CBS AND ITS
AFFILIATED COMPANIES IN A FORM SATISFACTORY TO CBS. IN ADDITION, THE PAYMENTS
AND BENEFITS DESCRIBED IN PARAGRAPH 8(D) SHALL IMMEDIATELY CEASE, AND CBS SHALL
HAVE NO FURTHER OBLIGATIONS TO YOU WITH RESPECT THERETO, IN THE EVENT THAT YOU
MATERIALLY BREACH ANY PROVISION OF PARAGRAPH 6 HEREOF.
9.
DEATH.
IN THE EVENT OF YOUR DEATH PRIOR
TO THE END OF THE TERM WHILE ACTIVELY EMPLOYED, YOUR BENEFICIARY OR ESTATE SHALL
RECEIVE (I) YOUR SALARY UP TO THE DATE ON WHICH THE DEATH OCCURS; (II) ANY BONUS
EARNED IN THE PRIOR YEAR BUT NOT YET PAID; AND (III) BONUS COMPENSATION FOR THE
CALENDAR YEAR IN WHICH THE DEATH OCCURS, DETERMINED IN ACCORDANCE WITH THE STIP
(I.E., BASED UPON CBS'S ACHIEVEMENT OF ITS GOALS AND CBS'S GOOD FAITH ESTIMATE
OF YOUR ACHIEVEMENT OF YOUR PERSONAL GOALS) 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.
IN THE EVENT OF YOUR
DEATH
Martin D. Franks
As of September 1,