Exhibit 10(j)
FIRST AMENDMENT TO
THE
CBS CORPORATION DEFERRED
COMPENSATION PLAN
FOR OUTSIDE
DIRECTORS
WHEREAS, Viacom Inc., a Delaware
corporation (“Former Viacom”), previously established
and maintained the Viacom Deferred Compensation Plan for
Non-Employee Directors (the “Old Former Viacom Directors
Plan”) for eligible members of its Board of
Directors;
WHEREAS, the Old Former Viacom
Directors Plan was last amended and restated, effective as of
October 3, 2004;
WHEREAS, following the enactment of
the American Jobs Creation Act of 2004, Former Viacom established a
new Viacom Deferred Compensation Plan for Non-Employee Directors
(the “New Former Viacom Directors Plan”), effective as
of January 1, 2005, for the purpose of grandfathering amounts
deferred (within the meaning of Section 409A of the Internal
Revenue Code) prior to January 1, 2005, by providing that such
amounts continue to be governed by the Old Former Viacom Directors
Plan as in effect on October 3, 2004;
WHEREAS, on December 31, 2005,
Former Viacom was separated into two separate entities, CBS
Corporation, a Delaware corporation (the “Company”),
and Viacom Inc., and the Company retained the obligations of Former
Viacom under the Old Former Viacom Directors Plan and the New
Former Viacom Directors Plan;
WHEREAS, the New Former Viacom
Directors Plan was again amended and restated, effective
December 31, 2005, for the purpose of reflecting the
Company’s assumption of the Plan and for the purpose of
renaming the New Former Viacom Directors Plan as the “CBS
Corporation Deferred Compensation Plan for Outside Directors”
(as renamed, the “Plan”); and
WHEREAS, the Company now desires to
amend the Plan, effective as of January 1, 2009, to the extent
necessary to comply with Code Section 409A and Treasury
Regulations issued thereunder.
NOW, THEREFORE, the Plan is amended
as follows, effective as of January 1, 2009:
1.
Section 1 is amended by the
addition of the following new paragraph to the end
thereof:
“This Plan is intended to meet
all of the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), so that
Participants will be eligible to defer 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 compensation for the performance of
services that is considered to have been “deferred”
(within the meaning of Section 1.409A-6(a)(2) of the
Treasury Regulations) on or after January 1, 2005 through
December 31, 2008,
