Exhibit 10(r)(ii)
CBS BONUS SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
PART B – AMENDMENT AND RESTATEMENT AS
OF JANUARY 1, 2009
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 Corporation (“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 the Cash Balance Plan Document component of
the CBS Combined Pension Plan (the “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. The Plan was previously amended
and restated effective April 1, 1999.
2.
2009 Amendment and Restatement
and Grandfathered Status of Benefits Accrued Prior to
January 1, 2005 . The Plan is hereby again amended and
restated effective as of January 1, 2009 by the adoption of
Part B of the Plan, as set forth herein. Part A of
the Plan, consisting of the original Plan and the amendments made
prior to October 3, 2004, applies to a Participant’s
benefit or any portion thereof that is considered to have been
Deferred under the Plan prior to January 1, 2005 (the
“Section 409A Grandfathered Benefit”), in
accordance with the terms of those documents in effect from time to
time on and before October 3, 2004. The
Section 409A Grandfathered Benefit shall continue to be
governed by the law applicable to nonqualified deferred
compensation prior to the codification of Code
Section 409A. The provisions of this Part B shall
apply to any portion of a Participant’s benefit that is
considered to have been Deferred on or after January 1,
2005. This Part B of the Plan is intended to meet all of
the requirements of Code Section 409A, so that Participants
will be eligible to defer the receipt of, and the liability for the
federal income tax with respect to, certain items of compensation
from one year to a later year in accordance with the provisions of
applicable law and the provisions of the Plan. With respect
to the period commencing January 1, 2005 and ending
December 31, 2008 and with respect to the portion of a
Participant’s benefit that is considered to have been
Deferred during the 2005, 2006, 2007 or 2008 calendar year, the
Plan was administered in accordance with a reasonable, good faith
interpretation of Code Section 409A, Treasury Regulations,
Notices and other guidance issued thereunder, and such
interpretation shall govern the rights of a Participant with
respect to that period of time.
3.
Definitions
. Unless the context clearly
indicates otherwise, the following terms when used in this Plan
with initial capital letters shall have the following
meanings:
A.
The term “Actuarial Equivalent” or “Actuarially
Equivalent” means, with respect to a Plan Benefit, or any
portion thereof, an amount of equivalent value determined on such
actuarial basis as the Committee, in its sole discretion, shall
determine is reasonable and appropriate and which shall be applied
by the Committee in a uniform and consistent manner.
B.
The term “Aggregate Benefit” has the meaning provided
in Section 6.D.
C.
The term “Beneficiary” means the beneficiary designated
under this Plan to receive benefits upon the death of the
Participant. A Participant’s Beneficiary will be
determined pursuant to the terms of the Qualified Plan in which he
participates, as in effect on his Benefit Commencement Date under
this Plan.
D.
“Benefit Commencement Date” means, except as provided
below, the first day of the month immediately following the later
of (i) the Participant’s Separation from Service, and
(ii) the Participant’s attainment of age 55. In
the event a Participant makes a Subsequent Payment Election, the
Benefit Commencement Date shall be the first day of the month
coinciding with or next following the date upon which the
Participant has elected to have payment of his Post-2004 Plan
Benefit commence.
E.
The term “CBS” has the meaning provided in
Section 1.
F.
The term “CBS Cash Balance Plan” means the CBS Cash
Balance Plan Document component of the CBS Combined Pension Plan,
as in effect on January 1, 2005 and as it may be amended from
time to time thereafter.
G.
The term “CBS Pension Plan” means the CBS Pension Plan
Document component of the CBS Combined Pension Plan, as in effect
on January 1, 2005 and as it may be amended from time to time
thereafter.
H.
The term “Code” means the Internal Revenue Code of
1986, as amended.
I.
The term “Committee” means the CBS Retirement Committee
or any successor thereto.
J.
The term “Continuous Employment Period” has the meaning
provided in the CBS Pension Plan.
K.
The term “Deferred” means that an amount is considered
to be deferred within the meaning of Treasury Regulations Sections
1.409A-6(a)(2) and 1.409A-6(a)(3).
L.
The term “Eligibility Service” means (i) for an
individual who participates in the CBS Pension Plan, his Continuous
Employment Period, and (ii) for an individual who participates
in the Cash Balance Plan, the definition of “years of
service” in the Cash Balance Plan.
M.
The term “Employee” means an employee of the
Employer.
N.
The term “Employer” means CBS and its subsidiaries and
affiliates.
O.
The term “Joint and Survivor Annuity” means one of the
Optional Forms described in Section 6.B.(4) through Section
6.B.(6).
P.
The term “Life Annuity” means the Optional
Form described in Section 6.B.(1).
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Q.
The term “Optional Forms” has the meaning provided in
Section 6.B.
R.
The term “Other Death Benefit” has the meaning provided
in Section 6.F.
S.
The term “Participant” has the meaning provided in
Section 4.
T.
The term “Plan” means the CBS Bonus Supplemental
Executive Retirement Plan, as in effect from time to time.
Part A of the Plan, which is attached hereto and made a part
hereof, shall apply to any portion of a Participant’s Plan
Benefit that was Deferred prior to January 1, 2005.
Part B of the Plan is set forth herein and shall apply to any
portion of a Participant’s Plan Benefit that is Deferred on
or after January 1, 2005. Certain provisions of this
Part B apply as of certain earlier effective dates as
specified herein.
U.
The term “Plan Benefit” has the meaning provided in
Section 5.
V.
The term “Points” has the meaning provided in the CBS
Cash Balance Plan.
W.
The term “Post-2004 Plan Benefit” means any portion of
a Participant’s Plan Benefit that was Deferred after
December 31, 2004.
X.
The term “Qualified Plan” means the CBS Pension Plan or
CBS Cash Balance Plan, as applicable.
Y.
The term “Recipient” has the meaning provided in
Section 17.
Z.
The term “Section 409A Grandfathered Benefit” has
the meaning provided in Section 2.
AA.
The term “Separation from Service” means the condition
that exists when an Employee who is a Participant in the Plan and
the Employer reasonably anticipate that no further services will be
performed after a certain date or that the level of bona fide
services that the Employee will perform after such date (whether as
an Employee or an independent contractor) would permanently
decrease to no more than 20% of the average level of bona fide
services performed (whether as an Employee or an independent
contractor) over the immediately preceding 36-month period (or the
full period of services to the Employer if the Employee has been
providing services to the Employer for less than 36 months).
For purposes of this Section 1.AA, for periods during which an
Employee is on a paid bona fide leave of absence and has not
otherwise experienced a Separation from Service, the Employee is
treated as providing bona fide services at the level equal to the
level of services that the Employee would have been required to
perform to receive the compensation paid with respect to such leave
of absence. Periods during which an Employee is on an unpaid
bona fide leave of absence and has not otherwise experienced a
Separation from Service are disregarded for purposes of this
Section 1.AA (including for purposes of determining the
applicable 36-month (or shorter) period). For purposes of
this Section 1.AA, the Employer shall be considered to include
all members of the controlled group of corporations which includes
the Company;
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provided, however, that in applying
Code Section 414(b), the phrase “at least 50
percent” shall be substituted for “at least 80
percent”; and in applying Code Section 414(c), the
phrase “at least 50 percent” shall be used instead of
the phrase “at least 80 percent.” Separation from
Service shall be determined on the basis of the modifications
described in Treasury Regulation
Section 1.409A-1(h)(3) (or any successor regulation) as
defined in Code Section 409A and the regulations or other
guidance issued thereunder.
BB.
The term “Subsequent Payment Election” has the meaning
provided in Section 6.B.
CC.
The term “Transition Election” means a
Participant’s election made on or before December 31,
2008 in accordance with IRS Notice 2007-86 and other applicable
guidance under Code Section 409A to designate the time at
which the Participant’s Plan Benefit will
commence.
4.
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 or the CBS Cash Balance Plan and whose
participation in the Plan has been expressly approved by the
Committee, a predecessor committee, or the Board of Directors of
CBS.
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 was a Participant on
March 31, 1999, and who (i) was age 55 or older on
March 31, 1999, or (ii) had 70 or more Points on
March 31, 1999, shall be eligible to accrue any additional
benefits under the Plan after March 31, 1999.
5.
Computation of Benefit
.
A.
The retirement or termination benefit payable to a Participant
under the Plan (the “Plan Benefit”) 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, 2009 is 1.7 percent,
multiplied by the Eligible Amount, as defined in Subsection B
of this Section 5, 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 CBS Short Term Incentive Plan), and
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(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 Plan Benefit payable to a Participant whose
Benefit Commencement Date is prior to age 65, and after completion
of 10 years of Eligibility Service, any amount payable will be
reduced by 4% for each year that the Participant’s Benefit
Commencement Date precedes his attainment of age 62. In the
case of any Plan Benefit payable to a Participant whose Benefit
Commencement Date is prior to age 65 and prior to completion of 10
years of Eligibility Service, any amount payable will be reduced on
the basis of Actuarially Equivalent factors for each year that the
Participant’s Benefit Commencement Date precedes his
attainment of age 65.
D.
For purposes of clarity, a Participant’s Section 409A
Grandfathered Benefit shall be paid to the Participant at the same
time and in the same form as the Participant’s benefit under
the Qualified Plan is paid. The Participant’s Post-2004 Plan
Benefit will be calculated as follows:
(i)
If the Participant’s Post-2004 Plan Benefit is payable at the
same time as the benefits described in the first sentence of this
Section 5.D., the Participant’s total Plan Benefit shall
be determined as provided in Section 5.A. through
Section 5.C. above. The Participant’s Post-2004
Plan Benefit shall be equal to the Participant’s total Plan
Benefit, less the Participant’s Section 409A
Grandfathered Benefit (but not less than zero).
(ii)
If the Participant’s Post-2004 Plan Be
