Exhibit 24
CBS Corporation
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer of CBS CORPORATION (the “Company”) hereby constitutes and appoints Louis J. Briskman and Angeline C. Straka, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file the Company’s registration statement or statements on Form S-8 with the Securities and Exchange Commission (the “Commission”), and any and all amendments, post-effective amendments and supplements thereto, and any amendments to any of the Company’s effective Form S-8 registration statements and any and all instruments and documents filed as a part of or in connection with said registration statement or statements or any amendments thereto, covering shares of the Company’s common stock to be issued in connection with the Company’s assumption of Company Stock Options as defined in that certain Agreement and Plan of Merger, dated as of May 15, 2008, by and among CNET Networks, Inc., a Delaware corporation, the Company and Ten Acquisition Corp., a Delaware corporation, including, but not limited to, with respect to the plans listed below (collectively, the “Plans”); granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
Plans
| | • | | CNET, Inc. Amended and Restated 1997 Stock Option Plan, as amended |
| | • | | 2000 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | 2001 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | Amended and Restated 2004 CNET Networks, Inc. Incentive Stock Award Plan, as amended |
| | • | | Twofold Photos, Inc. 2003 Common Stock Incentive Plan, as amended |
| | • | | TechRepublic, Inc. 1999 Stock Option Plan |
| | • | | Ziff-Davis 1998 Incentive Compensation Plan |
IN WITNESS WHEREOF,I have hereunto signed my name this 30th day of June, 2008.
| | |
| Sign: | | /s/ David R. Andelman |
| Print Name: | | David R. Andelman |
CBS Corporation
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer of CBS CORPORATION (the “Company”) hereby constitutes and appoints Louis J. Briskman and Angeline C. Straka, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file the Company’s registration statement or statements on Form S-8 with the Securities and Exchange Commission (the “Commission”), and any and all amendments, post-effective amendments and supplements thereto, and any amendments to any of the Company’s effective Form S-8 registration statements and any and all instruments and documents filed as a part of or in connection with said registration statement or statements or any amendments thereto, covering shares of the Company’s common stock to be issued in connection with the Company’s assumption of Company Stock Options as defined in that certain Agreement and Plan of Merger, dated as of May 15, 2008, by and among CNET Networks, Inc., a Delaware corporation, the Company and Ten Acquisition Corp., a Delaware corporation, including, but not limited to, with respect to the plans listed below (collectively, the “Plans”); granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
Plans
| | • | | CNET, Inc. Amended and Restated 1997 Stock Option Plan, as amended |
| | • | | 2000 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | 2001 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | Amended and Restated 2004 CNET Networks, Inc. Incentive Stock Award Plan, as amended |
| | • | | Twofold Photos, Inc. 2003 Common Stock Incentive Plan, as amended |
| | • | | TechRepublic, Inc. 1999 Stock Option Plan |
| | • | | Ziff-Davis 1998 Incentive Compensation Plan |
IN WITNESS WHEREOF,I have hereunto signed my name this 30th day of June, 2008.
| | |
| Sign: | | /s/ Joseph A. Califano, Jr. |
| Print Name: | | Joseph A. Califano, Jr. |
CBS Corporation
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer of CBS CORPORATION (the “Company”) hereby constitutes and appoints Louis J. Briskman and Angeline C. Straka, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file the Company’s registration statement or statements on Form S-8 with the Securities and Exchange Commission (the “Commission”), and any and all amendments, post-effective amendments and supplements thereto, and any amendments to any of the Company’s effective Form S-8 registration statements and any and all instruments and documents filed as a part of or in connection with said registration statement or statements or any amendments thereto, covering shares of the Company’s common stock to be issued in connection with the Company’s assumption of Company Stock Options as defined in that certain Agreement and Plan of Merger, dated as of May 15, 2008, by and among CNET Networks, Inc., a Delaware corporation, the Company and Ten Acquisition Corp., a Delaware corporation, including, but not limited to, with respect to the plans listed below (collectively, the “Plans”); granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
Plans
| | • | | CNET, Inc. Amended and Restated 1997 Stock Option Plan, as amended |
| | • | | 2000 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | 2001 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | Amended and Restated 2004 CNET Networks, Inc. Incentive Stock Award Plan, as amended |
| | • | | Twofold Photos, Inc. 2003 Common Stock Incentive Plan, as amended |
| | • | | TechRepublic, Inc. 1999 Stock Option Plan |
| | • | | Ziff-Davis 1998 Incentive Compensation Plan |
IN WITNESS WHEREOF,I have hereunto signed my name this 30th day of June, 2008.
| | |
| Sign: | | /s/ William S. Cohen |
| Print Name: | | William S. Cohen |
CBS Corporation
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer of CBS CORPORATION (the “Company”) hereby constitutes and appoints Louis J. Briskman and Angeline C. Straka, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file the Company’s registration statement or statements on Form S-8 with the Securities and Exchange Commission (the “Commission”), and any and all amendments, post-effective amendments and supplements thereto, and any amendments to any of the Company’s effective Form S-8 registration statements and any and all instruments and documents filed as a part of or in connection with said registration statement or statements or any amendments thereto, covering shares of the Company’s common stock to be issued in connection with the Company’s assumption of Company Stock Options as defined in that certain Agreement and Plan of Merger, dated as of May 15, 2008, by and among CNET Networks, Inc., a Delaware corporation, the Company and Ten Acquisition Corp., a Delaware corporation, including, but not limited to, with respect to the plans listed below (collectively, the “Plans”); granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
Plans
| | • | | CNET, Inc. Amended and Restated 1997 Stock Option Plan, as amended |
| | • | | 2000 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | 2001 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | Amended and Restated 2004 CNET Networks, Inc. Incentive Stock Award Plan, as amended |
| | • | | Twofold Photos, Inc. 2003 Common Stock Incentive Plan, as amended |
| | • | | TechRepublic, Inc. 1999 Stock Option Plan |
| | • | | Ziff-Davis 1998 Incentive Compensation Plan |
IN WITNESS WHEREOF,I have hereunto signed my name this 30th day of June, 2008.
| | |
| Sign: | | /s/ Gary L. Countryman |
| Print Name: | | Gary L. Countryman |
CBS Corporation
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer of CBS CORPORATION (the “Company”) hereby constitutes and appoints Louis J. Briskman and Angeline C. Straka, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file the Company’s registration statement or statements on Form S-8 with the Securities and Exchange Commission (the “Commission”), and any and all amendments, post-effective amendments and supplements thereto, and any amendments to any of the Company’s effective Form S-8 registration statements and any and all instruments and documents filed as a part of or in connection with said registration statement or statements or any amendments thereto, covering shares of the Company’s common stock to be issued in connection with the Company’s assumption of Company Stock Options as defined in that certain Agreement and Plan of Merger, dated as of May 15, 2008, by and among CNET Networks, Inc., a Delaware corporation, the Company and Ten Acquisition Corp., a Delaware corporation, including, but not limited to, with respect to the plans listed below (collectively, the “Plans”); granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
Plans
| | • | | CNET, Inc. Amended and Restated 1997 Stock Option Plan, as amended |
| | • | | 2000 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | 2001 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | Amended and Restated 2004 CNET Networks, Inc. Incentive Stock Award Plan, as amended |
| | • | | Twofold Photos, Inc. 2003 Common Stock Incentive Plan, as amended |
| | • | | TechRepublic, Inc. 1999 Stock Option Plan |
| | • | | Ziff-Davis 1998 Incentive Compensation Plan |
IN WITNESS WHEREOF,I have hereunto signed my name this 30th day of June, 2008.
| | |
| Sign: | | /s/ Charles K. Gifford |
| Print Name: | | Charles K. Gifford |
CBS Corporation
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer of CBS CORPORATION (the “Company”) hereby constitutes and appoints Louis J. Briskman and Angeline C. Straka, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file the Company’s registration statement or statements on Form S-8 with the Securities and Exchange Commission (the “Commission”), and any and all amendments, post-effective amendments and supplements thereto, and any amendments to any of the Company’s effective Form S-8 registration statements and any and all instruments and documents filed as a part of or in connection with said registration statement or statements or any amendments thereto, covering shares of the Company’s common stock to be issued in connection with the Company’s assumption of Company Stock Options as defined in that certain Agreement and Plan of Merger, dated as of May 15, 2008, by and among CNET Networks, Inc., a Delaware corporation, the Company and Ten Acquisition Corp., a Delaware corporation, including, but not limited to, with respect to the plans listed below (collectively, the “Plans”); granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
Plans
| | • | | CNET, Inc. Amended and Restated 1997 Stock Option Plan, as amended |
| | • | | 2000 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | 2001 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | Amended and Restated 2004 CNET Networks, Inc. Incentive Stock Award Plan, as amended |
| | • | | Twofold Photos, Inc. 2003 Common Stock Incentive Plan, as amended |
| | • | | TechRepublic, Inc. 1999 Stock Option Plan |
| | • | | Ziff-Davis 1998 Incentive Compensation Plan |
IN WITNESS WHEREOF,I have hereunto signed my name this 30th day of June, 2008.
| | |
| Sign: | | /s/ Leonard Goldberg |
| Print Name: | | Leonard Goldberg |
CBS Corporation
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer of CBS CORPORATION (the “Company”) hereby constitutes and appoints Louis J. Briskman and Angeline C. Straka, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file the Company’s registration statement or statements on Form S-8 with the Securities and Exchange Commission (the “Commission”), and any and all amendments, post-effective amendments and supplements thereto, and any amendments to any of the Company’s effective Form S-8 registration statements and any and all instruments and documents filed as a part of or in connection with said registration statement or statements or any amendments thereto, covering shares of the Company’s common stock to be issued in connection with the Company’s assumption of Company Stock Options as defined in that certain Agreement and Plan of Merger, dated as of May 15, 2008, by and among CNET Networks, Inc., a Delaware corporation, the Company and Ten Acquisition Corp., a Delaware corporation, including, but not limited to, with respect to the plans listed below (collectively, the “Plans”); granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
Plans
| | • | | CNET, Inc. Amended and Restated 1997 Stock Option Plan, as amended |
| | • | | 2000 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | 2001 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | Amended and Restated 2004 CNET Networks, Inc. Incentive Stock Award Plan, as amended |
| | • | | Twofold Photos, Inc. 2003 Common Stock Incentive Plan, as amended |
| | • | | TechRepublic, Inc. 1999 Stock Option Plan |
| | • | | Ziff-Davis 1998 Incentive Compensation Plan |
IN WITNESS WHEREOF,I have hereunto signed my name this 30th day of June, 2008.
| | |
| Sign: | | /s/ Bruce S. Gordon |
| Print Name: | | Bruce S. Gordon |
CBS Corporation
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer of CBS CORPORATION (the “Company”) hereby constitutes and appoints Louis J. Briskman and Angeline C. Straka, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file the Company’s registration statement or statements on Form S-8 with the Securities and Exchange Commission (the “Commission”), and any and all amendments, post-effective amendments and supplements thereto, and any amendments to any of the Company’s effective Form S-8 registration statements and any and all instruments and documents filed as a part of or in connection with said registration statement or statements or any amendments thereto, covering shares of the Company’s common stock to be issued in connection with the Company’s assumption of Company Stock Options as defined in that certain Agreement and Plan of Merger, dated as of May 15, 2008, by and among CNET Networks, Inc., a Delaware corporation, the Company and Ten Acquisition Corp., a Delaware corporation, including, but not limited to, with respect to the plans listed below (collectively, the “Plans”); granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
Plans
| | • | | CNET, Inc. Amended and Restated 1997 Stock Option Plan, as amended |
| | • | | 2000 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | 2001 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | Amended and Restated 2004 CNET Networks, Inc. Incentive Stock Award Plan, as amended |
| | • | | Twofold Photos, Inc. 2003 Common Stock Incentive Plan, as amended |
| | • | | TechRepublic, Inc. 1999 Stock Option Plan |
| | • | | Ziff-Davis 1998 Incentive Compensation Plan |
IN WITNESS WHEREOF,I have hereunto signed my name this 30th day of June, 2008.
| | |
| Sign: | | /s/ Linda M. Griego |
| Print Name: | | Linda M. Griego |
CBS Corporation
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer of CBS CORPORATION (the “Company”) hereby constitutes and appoints Louis J. Briskman and Angeline C. Straka, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file the Company’s registration statement or statements on Form S-8 with the Securities and Exchange Commission (the “Commission”), and any and all amendments, post-effective amendments and supplements thereto, and any amendments to any of the Company’s effective Form S-8 registration statements and any and all instruments and documents filed as a part of or in connection with said registration statement or statements or any amendments thereto, covering shares of the Company’s common stock to be issued in connection with the Company’s assumption of Company Stock Options as defined in that certain Agreement and Plan of Merger, dated as of May 15, 2008, by and among CNET Networks, Inc., a Delaware corporation, the Company and Ten Acquisition Corp., a Delaware corporation, including, but not limited to, with respect to the plans listed below (collectively, the “Plans”); granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
Plans
| | • | | CNET, Inc. Amended and Restated 1997 Stock Option Plan, as amended |
| | • | | 2000 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | 2001 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | Amended and Restated 2004 CNET Networks, Inc. Incentive Stock Award Plan, as amended |
| | • | | Twofold Photos, Inc. 2003 Common Stock Incentive Plan, as amended |
| | • | | TechRepublic, Inc. 1999 Stock Option Plan |
| | • | | Ziff-Davis 1998 Incentive Compensation Plan |
IN WITNESS WHEREOF,I have hereunto signed my name this 30th day of June, 2008.
| | |
| Sign: | | /s/ Arnold Kopelson |
| Print Name: | | Arnold Kopelson |
CBS Corporation
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer of CBS CORPORATION (the “Company”) hereby constitutes and appoints Louis J. Briskman and Angeline C. Straka, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file the Company’s registration statement or statements on Form S-8 with the Securities and Exchange Commission (the “Commission”), and any and all amendments, post-effective amendments and supplements thereto, and any amendments to any of the Company’s effective Form S-8 registration statements and any and all instruments and documents filed as a part of or in connection with said registration statement or statements or any amendments thereto, covering shares of the Company’s common stock to be issued in connection with the Company’s assumption of Company Stock Options as defined in that certain Agreement and Plan of Merger, dated as of May 15, 2008, by and among CNET Networks, Inc., a Delaware corporation, the Company and Ten Acquisition Corp., a Delaware corporation, including, but not limited to, with respect to the plans listed below (collectively, the “Plans”); granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
Plans
| | • | | CNET, Inc. Amended and Restated 1997 Stock Option Plan, as amended |
| | • | | 2000 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | 2001 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | Amended and Restated 2004 CNET Networks, Inc. Incentive Stock Award Plan, as amended |
| | • | | Twofold Photos, Inc. 2003 Common Stock Incentive Plan, as amended |
| | • | | TechRepublic, Inc. 1999 Stock Option Plan |
| | • | | Ziff-Davis 1998 Incentive Compensation Plan |
IN WITNESS WHEREOF,I have hereunto signed my name this 30th day of June, 2008.
| | |
| Sign: | | /s/ Leslie Moonves |
| Print Name: | | Leslie Moonves |
CBS Corporation
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer of CBS CORPORATION (the “Company”) hereby constitutes and appoints Louis J. Briskman and Angeline C. Straka, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file the Company’s registration statement or statements on Form S-8 with the Securities and Exchange Commission (the “Commission”), and any and all amendments, post-effective amendments and supplements thereto, and any amendments to any of the Company’s effective Form S-8 registration statements and any and all instruments and documents filed as a part of or in connection with said registration statement or statements or any amendments thereto, covering shares of the Company’s common stock to be issued in connection with the Company’s assumption of Company Stock Options as defined in that certain Agreement and Plan of Merger, dated as of May 15, 2008, by and among CNET Networks, Inc., a Delaware corporation, the Company and Ten Acquisition Corp., a Delaware corporation, including, but not limited to, with respect to the plans listed below (collectively, the “Plans”); granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
Plans
| | • | | CNET, Inc. Amended and Restated 1997 Stock Option Plan, as amended |
| | • | | 2000 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | 2001 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | Amended and Restated 2004 CNET Networks, Inc. Incentive Stock Award Plan, as amended |
| | • | | Twofold Photos, Inc. 2003 Common Stock Incentive Plan, as amended |
| | • | | TechRepublic, Inc. 1999 Stock Option Plan |
| | • | | Ziff-Davis 1998 Incentive Compensation Plan |
IN WITNESS WHEREOF,I have hereunto signed my name this 30th day of June, 2008.
| | |
| Sign: | | /s/ Doug Morris |
| Print Name: | | Doug Morris |
CBS Corporation
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer of CBS CORPORATION (the “Company”) hereby constitutes and appoints Louis J. Briskman and Angeline C. Straka, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file the Company’s registration statement or statements on Form S-8 with the Securities and Exchange Commission (the “Commission”), and any and all amendments, post-effective amendments and supplements thereto, and any amendments to any of the Company’s effective Form S-8 registration statements and any and all instruments and documents filed as a part of or in connection with said registration statement or statements or any amendments thereto, covering shares of the Company’s common stock to be issued in connection with the Company’s assumption of Company Stock Options as defined in that certain Agreement and Plan of Merger, dated as of May 15, 2008, by and among CNET Networks, Inc., a Delaware corporation, the Company and Ten Acquisition Corp., a Delaware corporation, including, but not limited to, with respect to the plans listed below (collectively, the “Plans”); granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
Plans
| | • | | CNET, Inc. Amended and Restated 1997 Stock Option Plan, as amended |
| | • | | 2000 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | 2001 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | Amended and Restated 2004 CNET Networks, Inc. Incentive Stock Award Plan, as amended |
| | • | | Twofold Photos, Inc. 2003 Common Stock Incentive Plan, as amended |
| | • | | TechRepublic, Inc. 1999 Stock Option Plan |
| | • | | Ziff-Davis 1998 Incentive Compensation Plan |
IN WITNESS WHEREOF,I have hereunto signed my name this 30th day of June, 2008.
| | |
| Sign: | | /s/ Shari Redstone |
| Print Name: | | Shari Redstone |
CBS Corporation
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer of CBS CORPORATION (the “Company”) hereby constitutes and appoints Louis J. Briskman and Angeline C. Straka, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file the Company’s registration statement or statements on Form S-8 with the Securities and Exchange Commission (the “Commission”), and any and all amendments, post-effective amendments and supplements thereto, and any amendments to any of the Company’s effective Form S-8 registration statements and any and all instruments and documents filed as a part of or in connection with said registration statement or statements or any amendments thereto, covering shares of the Company’s common stock to be issued in connection with the Company’s assumption of Company Stock Options as defined in that certain Agreement and Plan of Merger, dated as of May 15, 2008, by and among CNET Networks, Inc., a Delaware corporation, the Company and Ten Acquisition Corp., a Delaware corporation, including, but not limited to, with respect to the plans listed below (collectively, the “Plans”); granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
Plans
| | • | | CNET, Inc. Amended and Restated 1997 Stock Option Plan, as amended |
| | • | | 2000 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | 2001 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | Amended and Restated 2004 CNET Networks, Inc. Incentive Stock Award Plan, as amended |
| | • | | Twofold Photos, Inc. 2003 Common Stock Incentive Plan, as amended |
| | • | | TechRepublic, Inc. 1999 Stock Option Plan |
| | • | | Ziff-Davis 1998 Incentive Compensation Plan |
IN WITNESS WHEREOF,I have hereunto signed my name this 30th day of June, 2008.
| | |
| Sign: | | /s/ Sumner M. Redstone |
| Print Name: | | Sumner M. Redstone |
CBS Corporation
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer of CBS CORPORATION (the “Company”) hereby constitutes and appoints Louis J. Briskman and Angeline C. Straka, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file the Company’s registration statement or statements on Form S-8 with the Securities and Exchange Commission (the “Commission”), and any and all amendments, post-effective amendments and supplements thereto, and any amendments to any of the Company’s effective Form S-8 registration statements and any and all instruments and documents filed as a part of or in connection with said registration statement or statements or any amendments thereto, covering shares of the Company’s common stock to be issued in connection with the Company’s assumption of Company Stock Options as defined in that certain Agreement and Plan of Merger, dated as of May 15, 2008, by and among CNET Networks, Inc., a Delaware corporation, the Company and Ten Acquisition Corp., a Delaware corporation, including, but not limited to, with respect to the plans listed below (collectively, the “Plans”); granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
Plans
| | • | | CNET, Inc. Amended and Restated 1997 Stock Option Plan, as amended |
| | • | | 2000 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | 2001 CNET Networks, Inc. Stock Incentive Plan, as amended |
| | • | | Amended and Restated 2004 CNET Networks, Inc. Incentive Stock Award Plan, as amended |
| | • | | Twofold Photos, Inc. 2003 Common Stock Incentive Plan, as amended |
| | • | | TechRepublic, Inc. 1999 Stock Option Plan |
| | • | | Ziff-Davis 1998 Incentive Compensation Plan |
IN WITNESS WHEREOF,I have hereunto signed my name this 30th day of June, 2008.
| | |
| Sign: | | /s/ Frederic V. Salerno |
| Print Name: | | Frederic V. Salerno |
