This Employee Benefits Plan Agreement involves
Title: CBS RETIREMENT EXCESS PENSION PLAN(Amended and Restated as of December 31, 2005)
Industry: Broadcasting and Cable TV
CBS RETIREMENT EXCESS PENSION
(Amended and Restated as of December 31, 2005)
Section 1. Effective Date.
The Excess Pension Plan for Certain Employees of Viacom International Inc. was adopted as of January 1, 1989, restated as of January 1, 1996, and renamed the Viacom Excess Pension Plan as of January 1, 2003. As of December 31, 2005, it is hereby renamed the CBS Retirement Excess Pension Plan.
Section 2. Purpose.
The purpose of this Plan is to provide for the payment of certain pension and pension-related benefits to certain employees so that the total pension and pension-related benefits of such employees can be determined on the same basis as is applicable to all other employees of CBS Corporation and its subsidiaries (hereinafter called "the Company"). The creation of this Plan was made necessary by certain benefit limitations imposed on the CBS Retirement Plan (hereinafter called the "Basic Plan") by Section 401(a)(17) and Section 415 of the Internal Revenue Code (the "Code") of 1986, as amended; the Employee Retirement Income Security Act of 1974; and related legislation.
Section 3. Administration.
This Plan shall be administered by the Retirement Committee appointed by the Board of Directors (hereinafter called "the Committee") which shall administer it in a manner consistent with the administration of the Basic Plan, except that this Plan shall be administered as an unfunded plan that is not intended to meet the qualification requirements of Section 401(a) of the Code. The Committee's decisions in all matters involving the interpretation and application of this Plan shall be final. The Committee may act on its own behalf or through the actions of its duly authorized representative.
The Committee shall be the final review committee under the Plan, with the authority to determine conclusively for all parties any and all questions arising from the administration of the Plan, and shall have sole and complete discretionary authority and control to manage the operation and administration of the Plan, including, but not limited to, the determination of all questions relating to eligibility for participation and benefits, interpretation of all Plan provisions, determination of the amount and kind of benefits payable to any participant, spouse or beneficiary, and construction of disputed or doubtful terms. Such decisions shall be conclusive and binding on all parties and not subject to further review.
Section 4. Eligibility.
Employees who are eligible for benefits under the Plan are those Employees who are (i) Participants in the Basic Plan and whose annual base salary and commissions payable at a rate equal to or in excess of the annual compensation limit in effect under Section 401(a)(17) of the Code, and (ii) are designated by the Committee as an employee eligible to participate in the Plan. If an Employee becomes an eligible Employee in any Plan Year, such Employee shall remain an eligible Employee for all future Plan Years.
For purposes of this Plan, "Compensation" means the total compensation taken into account under the Basic Plan (without regar