CBS
EXHIBIT 10(j)
CBS SUPPLEMENTAL EMPLOYEE INVESTMENT FUND
(As amended as of January 1, 1998)
CBS Broadcasting Inc. hereby establishes the CBS Supplemental Employee
Investment Fund, a nonqualified unfunded plan, for the exclusive benefit of
select key management and highly compensated employees who participate in the
CBS Employee Investment Fund.
ARTICLE I
INTRODUCTION
Section 1.1 NAME OF PLAN. The name of this Plan is the "CBS
Supplemental Employee Investment Fund."
Section 1.2 EFFECTIVE DATE. The effective date of this Plan is
January 1, 1995. This Plan shall not apply to any Participant
who has retired or terminated from active service with CBS
prior to the Effective Date.
Section 1.3 PURPOSE. The purpose of this Plan is to provide a means by
which an Eligible Employee may be provided benefits which
otherwise would be provided as pre-tax contributions,
after-tax contributions, or Employer Matching Contributions
under the Employee Investment Fund in the absence of certain
restrictions imposed by applicable law on the dollar amount
of Salary that can be taken into account under the Employee
Investment Fund.
ARTICLE II
DEFINITIONS
Capitalized items which are not defined herein shall have the meaning ascribed
to them in the Employee Investment Fund. Whenever reference is made herein to
"this Plan," such reference shall be to this CBS Supplemental Employee
Investment Fund.
Section 2.1 "Account" shall mean a Participant's individual account as
described in Section 3.2 of this Plan.
Section 2.2 "Beneficiary" shall mean the person or persons designated by
the Participant to receive any payments provided for under
Section 3.8, and, if
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and to the extent that such designation shall not be in force
at the time of such payment, his spouse, or if he has no
spouse, his executors or administrators.
Section 2.3 "Board" shall mean the Board of Directors of CBS Broadcasting
Inc.
Section 2.4 "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
Section 2.5 "Committee" shall mean the Committee established under
Section 4.1 of the Plan or its designee.
Section 2.6 "CBS" shall mean CBS Broadcasting Inc. and any of its
affiliated companies as may be authorized to participate in
this Plan by the Board.
Section 2.7 "Compensation Limitation" shall mean the limitation on Salary
that is required to be taken into account in determining
contributions under the Employee Investment Fund in
accordance with Section 401(a)(17) of the Code and the
regulations and other guidance issued thereunder for plan
years beginning on and after January 1, 1994, as indexed for
increases in the cost-of-living under Section 401(a)(17)(B)
of the Code.
Section 2.8 "Eligible Employee" shall mean an employee of CBS who is
designated by the Committee pursuant to Section 4.1 as
eligible to participate in this Plan. Notwithstanding the
foregoing, for periods after December 31, 1997, eligibility
for participation in the Plan shall be restricted to those
employees of CBS who are designated for participation and
either (i) had an Account balance under the Plan as of
December 31, 1997, or (ii) elected to participate in the Plan
for all or any part of the 1997 Plan Year.
Section 2.9 "Employee Deferrals" shall mean the portion of a
Participant's Salary which he elects to defer under the terms
of this Plan and shall include Required Basic Deferrals and
Voluntary Deferrals.
Section 2.10 "Employee Investment Fund" shall mean the CBS Employee
Investment Fund as amended from time to time.
Section 2.11 "Employer Match" shall mean the amounts credited in
accordance with Section 3.4 of this Plan.
Section 2.12 "Excess Salary" shall mean the amount of the Participant's
Salary equal to the difference between: (i) his actual Salary
for the Plan Year up to $235,840 (without regard to any
cost-of-living adjustments); and (ii) his Salary for the Plan
Year up to the Compensation Limitation.
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Section 2.13 "Participant" shall mean an Eligible Employee who
participates in this Plan pursuant to Article III. An
Eligible Employee shall remain a Participant under this Plan
until all amounts payable on his behalf from this Plan have
been paid.
Section 2.14 "Plan Year" shall mean the calendar year.
Section 2.15 "Required Basic Contributions" shall mean the pre-tax
contributions or after-tax contributions made to the Employee
Investment Fund by or on behalf of a Participant as required
basic contributions with respect to which Employer Matching
Contributions under Employee Investment Fund are made.
Section 2.16 "Required Basic Deferrals" shall mean the deferrals made by a
Participant under Section 3.3(A) hereunder with respect to
which Employer Match amounts are credited under Section 3.4.
Section 2.17 "Targeted Investment Options" shall mean those investment
options designed in Section 3.6 as measurements of the rate
of return to be credited on amounts deferred hereunder.
Section 2.18 "Voluntary Deferrals" shall mean the deferrals made by a
Participant under Section 3.3(B) hereunder, if any, after a
Participant has elected to make Required Basic Deferrals.
Section 2.19 "Voluntary Supplemental Contributions" shall mean the pre-tax
contributions or after-tax contributions made to the Employee
Investment Fund by or on behalf of a Participant as voluntary
supplemental contributions.
ARTICLE III
PARTICIPATION
Section 3.1 PARTICIPATION
(A) Employee Deferrals Participation: An Eligible
Employee may elect to participate in the Required Basic
Deferrals feature of the Plan for a Plan Year if he has
elected to make the maximum allowable pre-tax Required Basic
Contribution and pre-tax Voluntary Supplemental Contribution
to the Employee Investment Fund for the Plan Year. An
Eligible Employee who is eligible and elects to participate
in the Required Basic Deferrals feature of the Plan may
further elect to participate in the Voluntary Deferrals
feature of the Plan. In order to participate in the foregoing
features of the Plan, a Participant must file an election
with the
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Committee, in accordance with Section 3.3 and the rules and
regulations established by the Committee.
(B) Employer Match Participation: An Eligible
Employee will participate in the Employer Match feature of
this Plan for a Plan year if: (i) he has elected to have the
maximum allowable pre-tax Required Basic Contribution and
pre-tax Voluntary Supplemental Contribution to the Employee
Investment Fund for the Plan Year; (ii) as a result of the
application of the Compensation Limitation, he loses the
opportunity to be credited with Employer Matching
Contributions under the Employee Investment Fund based on the
amount of his Excess Salary; and (iii) he has elected to
defer a Required Basic Deferral hereunder.
Section 3.2 ESTABLISHMENT OF PLAN ACCOUNTS. CBS shall establish an
Account for each Participant. During each Plan Year, each
Participant's Account will be credited with the amount of the
Participant's Employee Deferrals elected under Section 3.3,
if any, and the Employer Match with which the Participant is
entitled to be credited with under Section 3.4, if any. Such
amounts shall be credited, as a bookkeeping entry only, to
the Participant's Account at such times as the Participant's
Required Basic Contributions, Voluntary Supplemental
Contributions, or Employer Matching Contributions would have
been made to the Employee Investment Fund.
Section 3.3 EMPLOYEE DEFERRALS. Participants may make Employee Deferrals
as described in Section 3.3(A) and Section 3.3(B) for any
Plan Year, subject to the limitation in Section 3.5.
(A) AMOUNT OF EMPLOYEE REQUIRED BASIC DEFERRALS. A
Participant who meets the requirements of Section 3.1(A) for
a Plan Year may elect to have Required Basic Deferrals
credited to his Account for such Plan Year. For each Plan
Year, the amount of Required Basic Deferrals that may be
credited to a Participant's Account shall equal the
Participant's Required Basic Contribution percentage
applicable under the Employee Investment Fund multiplied by
the Participant's Excess Salary. If the Participant elects to
make the Required Basic Deferral, he will be entitled to an
Employer Match credited under Section 3.4 hereof.
(B) AMOUNT OF VOLUNTARY DEFERRALS. A Participant who
meets the requirements of Section 3.1(A) and has elected to
make a Required Basic Deferral under Section 3.3(A) for a
Plan Year may then elect to have Voluntary Deferrals credited
to his account for such Plan Year. For each Plan Year, a
Participant may elect a Voluntary Deferral equal to any
percentage of Excess Salary in one-half percent increments;
provided, however, that the total amount of Required Basic
Deferrals cannot exceed twelve and one-half percent of Excess
Salary.
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(C) ELECTION OF EMPLOYEE DEFERRALS. An election by a
Participant to commence Employee Deferrals must be made prior
to January 1 of a Plan Year to be effective for Employee
Deferrals with respect to that Plan Year. The election will
be effective on a prospective basis beginning with the
payroll period that occurs as soon as administratively
practicable following January 1 of that Plan Year.
Notwithstanding the foregoing, if an Eligible Employee first
becomes a Participant after January 1 of a Plan Year, his
election to commence Employee Deferrals must be made within
30 days of his participation. The election will be effective
on a prospective basis beginning with the payroll period that
occurs as soon as administratively practicable following
receipt of the election by the Committee. Any election
previously made remains in effect unless the Eligible
Employee amends or suspends such election as set forth in
this Plan.
(D) AMENDMENT OR SUSPENSION OF ELECTION. A
Participant may change his election under this Plan any time
during the Plan Year by filing an election on a prescribed
form. Any such change or new election will become effective
as of the first payroll period in the calendar quarter which
begins after the date such election is received by the
Committee (or as soon as practicable thereafter).
Participants may elect to suspend all their Employee
Deferrals, if any, by filing a written election with the
Committee on prescribed forms. Such a suspension election
shall be effective as soon as practicable after it is
received by the Committee. In order to resume such Employee
Deferrals, a Participant must follow the procedure described
in subsection (B) above as though he were a new Participant.
A Participant will not be permitted to make up suspended
Employee Deferrals.
Section 3.4 CREDITING OF EMPLOYER MATCH. Subject to the limitation in
Section 3.5, for each Plan Year, the amount of Employer Match
that will be credited to the Account of a Participant who
meets the requirements of Section 3.1(B) shall equal the
product of such Participant's Required Basic Deferrals and
the rate (expressed as a percentage) at which employee
pre-tax contributions eligible for matching are matched under
the CBS Employee Investment Fund.
Section 3.5 OVERALL LIMITATION ON AMOUNTS CREDITED TO AN ACCOUNT.
Notwithstanding anything to the contrary in this Plan, in no
event shall the amounts credited to a Participant's Account
under Sections 3.3 and 3.4 with respect to a Plan Year, when
combined with all actual contributions made to the Employee
Investment Fund with respect to such Plan Year by or on
behalf of the Participant (to wit: Required Basic, Voluntary
Supplemental, Periodic Special, if any, and Employer Matching
Contributions) exceed
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the dollar limitation amount referred to in Section 415(c) of
the Code (as indexed for cost-of-living increases for such
Plan Year). If amounts in excess of the foregoing combined
plan limitation are credited under this Plan for any
Participant, the overall amounts credited hereunder for the
affected Participant shall be reduced in the following order:
(i) reductions in future deferrals shall be made in the
following order to the extent necessary to meet the foregoing
limitation: Voluntary Deferrals under Section 3.3(B),
Required Basic Deferrals under Section 3.3(A), and Employer
Matches under Section 3.4; thereafter (ii) amounts already
credited under this Plan shall be forfeited in the following
order to the extent necessary to meet the foregoing
limitation: Employer Matches under Section 3.4, Voluntary
Deferrals under Section 3.3(B), and Required Basic Deferrals
under Section 3.3(A).
Section 3.6 CHANGES IN AMOUNTS CREDITED TO AN ACCOUNT. Additional amounts
shall be credited to a Participant's Account to reflect the
earnings that would have been earned had the deferred amounts
been invested in the following Targeted Investment Options,
as elected by the Participant: Supplemental Fund Q (AIM Value
Fund), Supplemental Fund R (Franklin U.S. Government
Securities Fund), or Supplemental Fund S (Merrill Lynch
Capital Fund). Notwithstanding the foregoing, the Employer
Match amounts credited under Section 3.4 shall be credited
with additional amounts to reflect the earnings that would
have been earned had the deferred amounts been invested
entirely in CBS Corporation common stock. A Participant shall
be notified of the amount credited as a bookkeeping entry to
his Account as soon as practicable following the end of each
Plan Year.
Section 3.7 VESTING OF AMOUNTS IN A PARTICIPANT'S ACCOUNT. Subject to
Section 3.5, a Participant shall be vested in the portion of
his Account attributable to any Employer Match to the same
extent as such Participant is vested in any Employer Matching
Contributions credited to his account under the Employee
Investment Fund. Subject to Section 3.5, a Participant shall
be fully vested in Employee Deferrals at all times.
Section 3.8 DISTRIBUTION OF AMOUNTS CREDITED TO A PARTICIPANT'S ACCOUNT.
Upon termination of employment for any reason, a Participant
shall be entitled to distribution of the vested portion of
his Account in the form of a single sum cash payment as soon
as practicable following the Participant's termination of
employment. If the Participant dies before the distribution
of his Account balance, the remaining balance of his vested
Account shall be paid in a single sum cash payment to the
Participant's Beneficiary as soon as practicable following
the Participant's Death.
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ARTICLE IV
PLAN ADMINISTRATION
Section 4.1 COMMITTEE. The Plan shall be administered by a Committee
consisting of the Administrative Managers (persons appointed
by the Chief Executive Officer of CBS Corporation). The
Committee or its designee shall have full authority in its
discretion to administer and interpret this Plan, make
payments to Participants, and maintain records hereunder,
which authority shall include the discretionary authority to
determine eligibility for benefits hereunder and the proper
amounts to be credited to each Participant's Account. All
decisions by the Committee shall be final and binding on all
parties affected by the decisions.
Section 4.2 DELEGATED RESPONSIBILITIES. The Committee shall have the
authority to delegate any or all of its responsibilities to
the Plans Administration Committee.
Section 4.3 CLAIMS PROCEDURE. The Committee or its designee shall have
the exclusive right in its discretion to interpret the Plan
and to decide any and all matters arising thereunder. In the
event of a claim by a Participant as to the amount of any
distribution or method of payment under the Plan, such person
will be given notice in writing of any denial within 90 days
of the filing of such claim unless special circumstances
require an extension of such period, which notice will set
forth the reason for the denial, the Plan provisions on which
the denial is based, an explanation of what other material or
information, if any, is needed to perfect the claim, and an
explanation of the claims review procedure. The Participant
may request a review of such denial within 60 days of the
date of receipt of such denial by filing notice in writing
with the Committee or its designee. The Participant will have
the right to review pertinent Plan documents and to submit
issues and comments in writing. The Committee or its designee
will respond in writing to a request for review within 60
days of receiving it, unless special circumstances require an
extension of such period. The Committee or its designee, at
its discretion, may request a meeting to clarify any matters
deemed appropriate. All decisions by the Committee or its
designee shall be final and binding on all parties affected
by the decisions.
Section 4.4 AMENDMENT AND TERMINATION. The Administrative Managers and
Financial Managers (persons appointed by the Chief Executive
Officer of CBS Corporation) or the CBS Board of Directors may
amend, modify, or terminate this Plan at any time provided,
however, that no such amendment, modification, or termination
shall reduce any benefit under this Plan to which a
Participant or the Participant's Beneficiary is entitled
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under Article III prior to the date of such amendment or
termination, and in which such Participant or Beneficiary
would have been vested if such benefit had been provided
under the Employee Investment Fund, unless the Participant or
Beneficiary becomes entitled to an amount equal to the
actuarial value, to be determined in the sole discretion of
the Administrative Managers and Financial Managers (persons
appointed by the Chief Executive Officer of CBS Corporation)
or the CBS Board of Directors, of such benefit under another
plan, program, or practice adopted CBS. However, this Plan
may not be suspended, amended, otherwise modified, or
terminated within the two-year period following the
"Effective Time" of the merger of CBS under the Agreement and
Plan of Merger dated August 1, 1995, among Westinghouse
Electric Corporation, Group W Acquisition Corp. and CBS
without the written consent of each affected Participant.
Section 4.5 SOURCE OF PAYMENTS. CBS will pay all benefits arising under
the Plan and all costs, charges and expenses relating thereto
out of the trust established for this purpose pursuant to
Section 4.7, or out of its general assets.
Section 4.6 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
Plans Administration 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.
Section 4.7 PLAN UNFUNDED. Nothing in this Plan shall be interpreted or
construed to require CBS in any manner to fund any obligation
to the Participants, terminated Participants, or
Beneficiaries hereunder. Nothing contained in this Plan nor
any action taken hereunder shall create, or be construed to
create, a trust of any kind, or a fiduciary relationship
between CBS and the Participants, terminated Participants,
Beneficiaries, or any other persons. Any funds which may be
accumulated in order to meet any obligation under this Plan
shall, for all purposes, continue to be a part of the general
assets of the CBS; provided, however, that CBS shall
establish a trust to hold funds intended to provide benefits
hereunder to the extent the assets of such trust become
subject to the claim of the general creditors of CBS in the
event of bankruptcy or insolvency of CBS. To the extent that
any Participant, terminated Participant, or Beneficiary
acquires a right to receive payments from CBS under this
Plan, such rights shall be no greater than the rights of any
unsecured general creditor of the CBS.
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Section 4.8 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.
Section 4.9 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 Eligible
Employee 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 Eligible Employee 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.
Section 4.10 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.
Section 4.11 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.
Section 4.12 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.
Section 4.13 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.
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