Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(e) On April 23, 2019, CBS Corporation (the Company
or CBS) entered into a letter agreement (the Letter Agreement) with Joseph R. Ianniello, the Companys President and Acting Chief Executive Officer, pursuant to which Mr. Ianniello will continue as President and
Acting Chief Executive Officer through December 31, 2019 with certain modifications to his existing employment agreement dated as of July 1, 2017, as amended by the letter agreement dated as of September 9, 2018 (together, the
Existing Agreement). CBS has agreed to renegotiate Mr. Ianniellos employment agreement in good faith if he is named the Companys Chief Executive Officer on or prior to December 31, 2019.
Effective as of April 15, 2019, Mr. Ianniellos base salary has been increased to $3 million and his annual target bonus
will be 500% of his base salary. For calendar year 2019, Mr. Ianniello will receive a bonus of not less than such target bonus. Additionally, Mr. Ianniello will receive a cash payment of $5 million payable in a lump sum.
If another individual is appointed Chief Executive Officer or there occurs a corporate event (as such term is defined in the
Existing Agreement) following which Mr. Ianniello is no longer the Acting Chief Executive Officer, Mr. Ianniello will become a consultant to the Company for a period of up to 90 days if requested in writing by the CBS Board of Directors
(the Board), during which period he will remain an employee of CBS. While employed as a consultant, Mr. Ianniello will continue to receive base salary and a target bonus at the same level that he received prior to entering into the
consulting role. Mr. Ianniello may resign his employment from the Company during the consulting period under certain circumstances, and, if such resignation occurs, an amount equal to a percentage of the lump sum cash payments described in the
preceding and succeeding paragraphs will be recoupable by the Company to reflect Mr. Ianniellos cessation of employment prior to the end of the employment term.
If Mr. Ianniellos employment ceases for any reason other than for cause (as such term is defined in the Existing
Agreement), including his resignation for good reason (as such term is defined in the Existing Agreement) or a
non-renewal
of the employment term, he will receive a lump sum cash payment of
$10 million and he will be entitled to receive the same level of severance payments and benefits that he would have received under the Existing Agreement if he were to be terminated without cause or to resign for good
reason following a corporate event with certain exceptions, including that the calculation of the cash severance payment related to bonus will be modified so that Mr. Ianniello will receive an amount that is equal to three
times the higher of his target bonus and the average of his actual bonus awards for the three years immediately preceding the year in which his employment is terminated. Mr. Ianniello will be also eligible to receive office and administrative
support, use of a car and driver, and security services for up to two years following his termination of employment if he is not terminated for cause, subject to a cap on the aggregate cost to the Company of $2.75 million.
Other modifications to the Existing Agreement that are reflected in the Letter Agreement include an extension of Mr. Ianniellos
employment term for up to 90 days in certain limited circumstances if requested by the Board and the modification of Mr. Ianniellos good reason definition to extend the date by which CBS must appoint a permanent Chief
Executive Officer to December 31, 2019 and to clarify that certain good reason triggers are not curable by the Company should they occur. Upon Mr. Ianniellos termination of employment for any reason, he also will no
longer be subject to the
non-competition
related covenants in the Existing Agreement.
The
foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Letter Agreement, a copy of which is filed herewith as Exhibit 10 to this Report on
Form 8-K and
is incorporated by reference herein.
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