CBS
EXHIBIT 10(i)
CBS BONUS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As amended as of April 1, 1999)
1. PURPOSE The purpose of this Supplemental Executive Retirement Plan
("the Plan") (formerly the CBS Supplemental Executive Retirement Plan,
SERP #1) is to provide to certain key employees of CBS Broadcasting
Inc. ("CBS") a benefit supplemental to those retirement or termination
benefits which they are entitled to receive under the CBS Pension Plan
Document component of the CBS Combined Pension Plan (the "CBS Pension
Plan") or CBS Cash Balance Plan and to benefit CBS by making it more
attractive to such employees to remain with CBS and by deterring such
employees from engaging, after termination of employment, in activities
competitive to those of CBS.
2. ELIGIBILITY The persons eligible to participate in the Plan
("Participants") are those employees of CBS and its subsidiaries who
are Participants in the CBS Pension Plan and whose participation in the
Plan has been expressly approved by the Deferred Additional
Compensation Plan Subcommittee of the Retirement Plans Committee of the
Board of Directors of CBS ("the Committee").
Effective April 1, 1999:
A. No employee who becomes a participant under the CBS Cash Balance
Plan shall accrue any additional benefit under the Plan on or after the
effective date of such participation;
B. No employee who is hired or rehired after March 31, 1999 shall be
eligible to participate in the Plan; and
C. No individual other than an individual who is a Participant on March
31, 1999, and (i) is age 55 or older on March 31, 1999, or (ii) has 70
or more "Points" (as defined in the CBS Cash Balance Plan) on March 31,
1999 shall be eligible to accrue any additional benefits under the Plan
after March 31, 1999.
3. COMPUTATION OF BENEFIT
A. The retirement or termination benefit payable to a
Participant under the Plan shall be equal to the accrual percentage
otherwise provided in Section 3.02(b) of the CBS Pension Plan (or any
successor provision), which, as of January 1, 1995 is 1.7 percent,
multiplied by the Eligible Amount, as defined in Subparagraph B of this
Section 3, and multiplied by the number of years of the Participant's
continuous employment period, up to a maximum of 35 years.
B. The Eligible Amount shall be:
(1) in the case of a Participant who has been
designated by the CBS Board of Directors, 100 percent of such
Participant's cash awards under an annual CBS Plan for additional
compensation (currently the Executive Compensation Incentive Plan), and
-1-
(2) in the case of all other Participants, 50 percent
of such Participant's cash awards under such an additional compensation
plan.
C. In the case of any benefits payable to a Participant under
this Plan, any amount payable other than at normal retirement age (as
determined under the CBS Pension Plan) shall be reduced in accordance
with the provisions utilized in the CBS Pension Plan (or, for
participants in the CBS Cash Balance Plan, the provisions of such
plan).
4. PAYMENT OF BENEFIT Any retirement or termination benefit under the Plan
shall be paid to the Participant, and if applicable, the Participant's
designated beneficiary, at the same time and in the same form and
manner as the benefit under the CBS Pension Plan or CBS Cash Balance
Plan, except:
A. No Participant shall be entitled to receive a lump sum
payment of a Plan benefit unless the monthly life annuity payments
would be $50 or less, in which case the benefit shall be paid as a
single sum cash payment. If the Participant has elected the lump-sum
option under the CBS Pension Plan or CBS Cash Balance Plan, the
Participant must elect an alternative payment option under the Plan. A
Participant may change this option at any time prior to retirement. If
no option is elected, the Qualified Joint and Survivor Annuity option
under the CBS Pension Plan or CBS Cash Balance Plan shall apply with
respect to married Participants, and the Single Life Annuity option
under the CBS Pension Plan or CBS Cash Balance Plan shall apply with
respect to unmarried Participants.
B. Any active employee who has attained age 70-1/2 prior to
1995, and has not begun to receive distributions under the Plan, shall
begin receiving distributions by April 1, 1996, and must elect a
payment option prior to January 1, 1996, in accordance with procedures
established by the Committee.
C. No benefit shall be payable from the Plan on account of the
death of a Participant prior to his or her retirement or termination
date.
D. If a Participant names as his beneficiary a trust, payments
may be made to the trust/beneficiary solely in installment payments for
one of the following periods: (i) 10 years; (ii) 15 years; or (iii) if
the trust duration is expected to be less than 10 years, the duration
of the trust. For the purpose of determining the amount of the annual
installment payments to be made to the trust/beneficiary, any amounts
due under the Plan shall first be determined as a lump sum value as of
the participant's date of death, using the actuarial factors under the
CBS Pension Plan or CBS Cash Balance Plan. Such amount then shall be
converted to an actuarially equivalent installment amount at an assumed
interest rate equal to the rate stated in Appendix A of the CBS Pension
Plan or CBS Cash Balance Plan.
5. FORFEITURE OF BENEFIT Any retirement or termination benefit under the
Plan shall be paid to
A. Any Participant who terminates employment with CBS prior to
attaining age 55 with ten or more years of service, shall forfeit any
benefit accrued under the Plan.
B. If, without the written consent of the Committee, any
Participant, at any time during the period following the termination of
his employment, engages in the operation or management of a business,
whether as owner, partner, officer, employee, or otherwise, having a
net worth in excess of $5,000,000, which at such time is in
-2-
competition with its subsidiaries, any and all amounts which otherwise
thereafter would be due the Participant under the Plan shall be
forfeited.
The determination as to whether a Participant is engaged in the
operation or management of business having a net worth in excess of
$5,000,000 and which is in competition with CBS or any of its
subsidiaries shall be made by the Committee in its absolute discretion,
and the decision of the Committee with respect thereto, including its
determination of the time at which the participation in such
competitive business commenced, shall be conclusive. In determining
whether or not to give its consent under this section 6(B) the
Committee shall give consideration to the circumstances under which the
employment of the Participant terminated and, if such termination
resulted primarily from circumstances not within the control of the
Participant, the Committee shall grant such consent unless the
Committee shall find that there are compelling reasons for not doing
so.
No Participant shall be required to repay any benefits paid to him
prior to the date on which the Participant shall have received written
notice that the Committee shall have determined that the Participant
has engaged in the operation or management of a business having a net
worth in excess of $5,000,000 and which is in competition with CBS or
any of its subsidiaries.
6. NONFORFEITURE OF BENEFIT The amount of the benefit accrued under the
Plan by any Participant immediately before any (i) withdrawal of
approval as a Participant by the Committee granted under Section 2
hereof, (ii) withdrawal of entitlement to 100 percent of a
Participant's cash awards under an annual CBS plan for additional
compensation granted under section 3(B)(1) hereof or (iii) termination
or amendment pursuant to Section 10 hereof shall not be reduced by
reason of any such event.
7. NONASSIGNABILITY OF BENEFITS Except as otherwise required by law,
neither any benefit payable hereunder nor the right to receive any
future benefit under this Plan may be anticipated, alienated, sold,
transferred, assigned, pledged, encumbered, or subjected to any charge
or legal process, and if any attempt is made to do so, or a person
eligible for any benefits under this Plan becomes bankrupt, the
interest under this Plan of the person affected may be terminated by
the Committee which, in its sole discretion, may cause the same to be
held or applied for the benefit of one or more of the dependents of
such person or make any other disposition of such benefits that it
deems appropriate.
8. FUNDING The Plan shall be maintained as an unfunded plan which is not
intended to meet the qualification requirements of Section 401 of the
Internal Revenue Code. Establishment of the Plan will not create, in
favor of any Participant, any right or lien in or against any of the
assets of CBS. Payments under the Plan shall be made in cash from the
general funds of CBS and no special or separate fund shall be
established and no segregation of assets shall be made to assure the
payment of benefits hereunder. Nothing in this Plan, and no action
taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship, between CBS
and any Participant or any other person, and CBS's promise to make
payments hereunder shall at all times remain unfunded as to any
Participant.
9. TERMINATION; AMENDMENT CBS may, at any time, by resolution of its Board
of Directors, terminate or amend the Plan in such respects as it shall
deem advisable, provided, however, that except to the extent required
to comply with any changes in applicable law, this Plan may not be
suspended, amended, otherwise modified, or terminated without the
consent of each affected Participant during the following periods of
time: (i) a period of two years after the "Effective Time," as such
term is defined under the
-3-
Agreement and Plan of Merger among Westinghouse Electric Corporation,
Group W Acquisition Corp. and CBS Inc., (ii) a period of five (5) years
after the Effective Time for all Participants who have attained the age
of fifty and who have not attained age fifty-five at the Effective
Time, and (iii) at any time following the Effective Time for all
Participants who have attained age fifty-five at the Effective Time.
10. OPERATION AND ADMINISTRATION The Plan shall be administered by the
Committee. The Committee shall have the authority, in its absolute
discretion, to exclude from the coverage of the Plan employees who
would not otherwise be eligible to be Participants, and to include in
the coverage of the Plan employees who would not otherwise be eligible
to be Participants. The Committee's decision in all matters involving
the interpretation and application of the Plan shall be final and
binding. The Committee shall establish such procedures and requirements
as it shall deem necessary and appropriate to administer the Plan.
11. APPLICABLE LAW All questions pertaining to the construction, validity,
and effect of this Plan shall be determined in accordance with the laws
of the State of New York, to the extent not pre-empted by Federal law.
12. LIMITATION OF RIGHTS This Plan is a voluntary undertaking on the part
of CBS. Neither the establishment of the Plan nor the payment of any
benefits hereunder, nor any action of CBS, the Committee, or its
designee shall be held or construed to be a contract of employment
between CBS and any Participant, or to confer upon any person any legal
right to be continued in the employ of CBS. CBS expressly reserves the
right to discharge, discipline, or otherwise terminate the employment
of any Participant at any time. Participation in this Plan gives no
right or claim to any benefits beyond those which are expressly
provided herein and all rights and claims hereunder are limited as set
forth in this Plan.
13. SEVERABILITY In the event any provision of this Plan shall be held
illegal or invalid, or would serve to invalidate the Plan, that
provision shall be deemed to be null and void, and the Plan shall be
construed as if it did not contain that provision.
14. HEADINGS, GENDER AND NUMBER The headings to the Articles and Sections
of this Plan are inserted for reference only, and are not to be taken
as limiting or extending the provisions hereof. Unless the context
clearly indicates to the contrary, in interpreting this Plan, the
masculine shall include the feminine, and the singular shall include
the plural.
15. INCAPACITY If the Committee or its designee shall determine that a
Participant, terminated Participant, or any other person entitled to a
benefit under this Plan (the "Recipient") is unable to care for his
affairs because of illness, accident, or mental or physical incapacity,
or because the Recipient is a minor, the Committee or its designee may
direct that any benefit payment due the Recipient be paid to his duly
appointed legal representative; or if no such representative is
appointed, to the Recipient's spouse, child, parent, or other blood
relative, or to a person with whom the Recipient resides or who has
incurred expense on behalf of the Recipient. Any such payment so made
shall be a complete discharge of the liabilities of the Plan with
respect to the Recipient.
16. BINDING EFFECT AND RELEASE All persons accepting benefits under this
Plan shall be deemed to have consented to the terms of this Plan. Any
final payment or distribution to any person entitled to benefits under
the Plan shall be in full satisfaction of all claims against the Plan,
the Committee or its designee and CBS arising by virtue of this Plan.
-4-
\