Common use of Vesting of Equity Awards Clause in Contracts

Vesting of Equity Awards. If, in connection with a Change in Control (as defined in Section 6(d) below), the vesting of outstanding equity awards is accelerated under the terms of the Company’s 2009 Performance Incentive Plan or any other long-term incentive plan(s) then in effect, then the vesting of any outstanding equity awards held by Employee shall also be accelerated. If the vesting of outstanding equity awards is not accelerated or only partially accelerated in connection with the Change in Control under the terms of the Company’s 2009 Performance Incentive Plan or any other long-term incentive plan(s) then in effect, then the following terms shall apply following the Change in Control with respect to the remaining unvested equity awards held by Employee: (i) Any performance-based equity awards held by Employee shall immediately vest to the extent that the stock price target or other performance thresholds applicable to such awards are met in the Change in Control transaction, as determined by the Board in its reasonable discretion. Any performance-based equity awards held by Employee that are not vested under the preceding sentence shall be automatically converted to time-based equity awards in equal one-third proportions and the vesting of those awards shall be amended such that those awards shall vest over Employee’s next three regularly scheduled vesting dates. (ii) All equity awards held by Employee that remain unvested following application of the foregoing provisions of this Section 6(a) shall vest on the established vesting date of such equity awards; provided however, that in the event of a termination of Employee’s employment by the Company (or its successor) for any reason other than for Cause, or a termination of Employee’s employment by Employee for Good Reason, within two years following a Change in Control, such unvested equity awards shall immediately and automatically vest in full and, in the case of options or other exercisable equity awards, shall remain exercisable for two years following such termination of employment. In addition, if Employee’s employment was terminated (A) by the Company for any reason other than for Cause or (B) by Employee for Good Reason within the six months prior to the occurrence of a Change in Control, then Employee shall be treated for purposes of this Section 6(a) as if he continued to be employed through the date of the Change in Control and the termination of his Employment occurred immediately following the Change in Control.

Vesting of Equity Awards. If, your previous CBS LTMIP equity grants shall vest as set forth in connection with a Change in Control (as defined in Section 6(dparagraph 7(b)(ii)(E) below), the vesting of outstanding equity awards is accelerated under the terms of the Company’s 2009 Performance Incentive Plan or any other long-term incentive plan(s) then in effectEmployment Agreement, then the vesting of any outstanding equity awards held by Employee shall also be accelerated. If the vesting of outstanding equity awards is not accelerated or only partially accelerated in connection with the Change in Control under the terms of the Company’s 2009 Performance Incentive Plan or any other long-term incentive plan(s) then in effect, then the following terms shall apply following the Change in Control with respect to the remaining unvested equity awards held by Employeeas follows: (i) Any performance-based equity all outstanding stock option awards held by Employee shall immediately vest to the extent (or portions thereof) that the stock price target or other performance thresholds applicable to such awards are met in the Change in Control transaction, as determined by the Board in its reasonable discretion. Any performance-based equity awards held by Employee that are have not vested under and become exercisable on or before the preceding sentence Separation Date, but which would otherwise have vested on or before the 18th month anniversary of the Separation Date, shall be automatically converted to time-based equity awards in equal one-third proportions accelerate, vest and become exercisable on the vesting of those awards shall be amended such that those awards shall vest over Employee’s next three regularly scheduled vesting dates.Release Effective Date; (ii) All equity all outstanding stock option awards held by Employee (or portions thereof) that remain unvested have not vested and become exercisable on or before the Separation Date, but which would otherwise have vested during the period beginning immediately following application the 18th month anniversary of the foregoing provisions Separation Date and ending on the 36th month anniversary of this Section the Separation Date, shall vest and become exercisable in accordance with their established vesting schedule, subject to your continued compliance with the obligations set forth in paragraphs 6(a) shall vest on and Xxx X. Xxxxxxxx September 21, 2018 6 (b) of the established Employment Agreement during such 18-month continued vesting date of such equity awards; provided however, that in the event of a termination of Employee’s employment by the Company period; (iii) all stock options (or its successorportions thereof), including those vesting pursuant to Sections 3(f)(i) for any reason other than for Cause, or a termination of Employee’s employment by Employee for Good Reason, within two years following a Change in Control, such unvested equity awards shall immediately and automatically vest in full and, in the case of options or other exercisable equity awards(ii), shall remain exercisable until their expiration dates; (iv) all outstanding restricted share units (or portions thereof) that would have vested on or before the 18th month anniversary of the Separation Date shall immediately vest on the Release Effective Date, but delivery of shares in settlement of such awards shall occur in accordance with the established vesting and settlement schedule for two years following such termination of employment. In addition, if Employee’s employment was terminated awards as though their vesting were not accelerated on the Release Effective Date (A) by the Company for any reason other than for Cause or (B) by Employee for Good Reason within the six months prior and with respect to the occurrence of a Change in Controlperformance-based restricted share units granted on February 22, then Employee shall 2018, those units will be treated for purposes of this Section 6(adeemed to have been earned at target level performance); and (v) as if he continued to be employed through all outstanding restricted share units (or portions thereof) that would have vested during the date of the Change in Control and the termination of his Employment occurred period beginning immediately following the Change 18th month anniversary of the Separation Date and ending on the 36th month anniversary of the Separation Date, shall continue to vest and be settled in Controlaccordance with their established vesting schedule, subject to your continued compliance with the obligations set forth in paragraphs 6(a) and 6(b) of the Employment Agreement during such 18-month continued vesting period. Mitigation of CBS’s severance obligation will be required as set forth in paragraph 7(b)(iii) of the Employment Agreement; provided, however, that your obligation to mitigate will not begin until twelve (12) months after the Separation Date. For the avoidance of doubt, the term self-employment as used in paragraph 7(b)(iii) of the Employment Agreement shall include your pursuit of professional literary activities (as described in that certain letter dated July 1, 2013) (your “Professional Literary Activities”).

Vesting of Equity Awards. If, in connection Subject to the Executive’s compliance with a Change in Control (as defined in Section 6(d) below)the Severance Conditions, the vesting of outstanding equity awards is accelerated under Executive’s separation from service shall be with the terms consent of the Company’s 2009 Performance Incentive Plan or any other long-term incentive plan(s) then in effect, then Compensation Committee of the Board for purposes of the vesting provisions of any outstanding equity the stock option, service-based restricted stock unit and performance-based restricted stock unit awards held by Employee shall also be accelerated. If the vesting of outstanding equity Executive and listed on Exhibit A hereto (the “Equity Awards,” which the parties acknowledge do not include any such awards is not accelerated or only partially accelerated in connection with the Change in Control under the terms of the Company’s 2009 Performance Incentive Plan or any other long-term incentive plan(s) then in effect, then the following terms shall apply following the Change in Control with respect granted to the remaining unvested equity awards held by Employee: Executive in calendar year 2011). As a result, (i1) Any each Equity Award which is a stock option shall, upon the Termination Date, become fully vested and exercisable; (2) each Equity Award which is a service-based restricted stock unit shall become fully vested on the Termination Date and be settled on or as soon as practicable after the Termination Date; and (3) each Equity Award which is a performance-based equity awards held by Employee restricted stock unit shall immediately vest to the extent that the stock price target or other performance thresholds applicable to such awards are met be settled in the Change manner described in Control transactionAppendix A of the applicable award agreement, without pro ration, on (X), as determined by to awards for which the Board award agreement contains the defined term “Scheduled Settlement Date,” on the Scheduled Settlement Date, and (Y) as to awards for which the award agreement contains the defined term “Scheduled Redemption Date,” on the Scheduled Redemption Date. The Executive and the Company agree that Equity Awards granted in its reasonable discretion. Any performance-based equity awards held by Employee that are calendar year 2011 which have not vested under the preceding sentence shall be automatically converted in accordance with their terms (without regard to time-based equity awards in equal one-third proportions and the vesting of those awards shall be amended such that those awards shall vest over Employee’s next three regularly scheduled vesting dates. (iithis Agreement) All equity awards held by Employee that remain unvested following application of the foregoing provisions of this Section 6(a) shall vest on the established vesting date of such equity awards; provided however, that in the event of a termination of Employee’s employment by the Company (or its successor) for any reason other than for Cause, or a termination of Employee’s employment by Employee for Good Reason, within two years following a Change in Control, such unvested equity awards shall immediately and automatically vest in full and, in the case of options or other exercisable equity awards, shall remain exercisable for two years following such termination of employment. In addition, if Employee’s employment was terminated (A) by the Company for any reason other than for Cause or (B) by Employee for Good Reason within the six months prior to the occurrence of a Change in Control, then Employee Termination Date shall automatically be treated for purposes of this Section 6(a) as if he continued to be employed through cancelled upon the date of the Change in Control and the termination of his Employment occurred immediately following the Change in ControlTermination Date.