CBS INC.
RESTRICTED STOCK PLAN FOR ELIGIBLE DIRECTORS
The Restricted Stock Plan (the "Plan") of CBS Inc. ("CBS" or the "Company") is for the purpose of providing each eligible Director, who shall so elect, with the opportunity to receive deferred compensation after termination of service as a Director. The Plan is also intended to establish a method of paying Directors' deferred compensation by giving to electing Directors the opportunity to purchase and acquire shares of Common Stock, $2.50 par value per share, of CBS Inc. ("Common Stock") with the proceeds of their directors fees and retainers in accordance with the terms of the Plan. It is believed that this will aid CBS in attracting and retaining, as members of its Board of Directors, persons whose abilities, experience and judgment can contribute to the continued progress of CBS.
Section 1. Definitions
(a)
"Board" means the Board of Directors of CBS.
(b)
"Committee" means the Committee appointed to administer this Plan, as
provided in Section 3 thereof.
(c)
"Committee Fees" means the fees payable to a Director for service on,
as a member or chairman of, a Committee of the Board.
(d)
"Deferred Compensation" means compensation previously deferred by
electing Directors pursuant to the Company's Deferred Additional
Compensation Plan for Directors established November 2, 1981, as amended.
(e)
"Deferred Compensation Account" means the account or accounting entry
which signifies the total amount of Deferred Compensation with respect
to each Participant who shall elect to have all or a portion of his or
her Deferred Compensation, if any, used to acquire shares of Common
Stock pursuant to the Plan.
(f)
"Director" or "Directors" means a member or members of the Board of the
Company.
(g)
"Director's Retainers" means each of the quarterly retainer payments
which are payable to Eligible Directors for service as a member of the
Board of Directors.
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(h)
"Eligible Director" means a Director who is not in the Company's
employ.
(i)
"Election Form" mean the form by which an Eligible Director elects to
become a Participant.
(j)
"Election Requirements" means the period of six months and one day
which is required (i) in the case of an Eligible Director, before any
election to commence participation in the Plan shall become effective
or (ii) in the case of a Participant, before any election to cease or
change the percentage of a Participant's participation in the Plan
shall become effective. If the applicable six months and one day
period ends on a date other than a Valuation Date, the event
contemplated by the relevant Election Form shall be effective as of the
first Valuation Date following the end of the Election Requirements
period.
(k)
"Market Value" of a share of Common Stock shall mean the closing sale
price for the Company's Common Stock on the New York Stock Exchange (or
if such Common Stock is no longer listed on such exchange on the
over-the-counter market) on each Valuation Date or, if no sale occurred
on such date, on the date prior thereto on which a sale last occurred,
all as determined in good faith by the Committee.
(l)
"Participant" means an Eligible Director who has complied with the
Election Requirements and has elected to participate in the Plan on the
terms and conditions set forth herein.
(m)
"Restricted Period" means the period of time commencing on the date on
which an Eligible Director becomes a Participant and ending on the date
on which he or she ceases to be a director under circumstances
described in Section 6.2(ii) that would not result in the forfeiture of
Restricted Shares.
(n)
"Restricted Shares" means shares of Common Stock acquired by a
Participant which are subject to the re- strictions and other provision
of Article 6 hereof.
(o)
"Total Disability" shall mean a mental or physical disability of a
Participant that the Committee, in its sole and reasonable discretion
and based upon such information as it reasonably deems appropriate,
determines willpermanently prevent such Participant from performing his
or her duties as a Director of the Company.
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(p)
"Valuation Date" means the 15th day of February, May, August or
November (or if any such day shall not be a business day the next
following business day) on which date Committee Fees and director's
Retainers for the previously ended quarter are paid to Directors.
Section 2. Term; Amendment of the Plan.
The Plan shall be effective upon its approval by a majority of the Stockholders of CBS present and voting at CBS's 1993 Annual Meeting of Shareholders and shall, unless otherwise terminated, be in effect until December 31, 2013 (or if such date shall not be a business day, the next following business day). The Plan may be terminated, modified or amended by the CBS shareholders, and the Board of Directors may also terminate the Plan, or modify or amend the Plan in such respects as the Board shall deem advisable, except that no change or modification can be made by the Board which will result in (i) accelerating the vesting of any Restricted Shares on behalf of a Participant, (ii) permitting a Participant to elect to commence or terminate his participation other than in conformity with the Election Requirements, or (iii) increasing the number of shares available for purchase by Participants under the Plan. No amendment or termination of the Plan shall adversely affect or alter any rights or restrictions relating to Restricted Shares acquired under to the Plan prior to such amendment or termination.
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