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EXHIBIT 10.13
AGREEMENT made as of the 29th day of January 1997,
by and between CBS Inc. ("CBS"), a New York corporation,
having its principal office at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇ ("Executive"),
residing at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H :
WHEREAS Executive has been performing services as President of the
CBS Radio Division pursuant to an agreement between Executive and CBS made as of
May 22, 1996 (the "Agreement"); and
WHEREAS CBS and Executive have concluded good faith discussions for
the purpose of amending the Agreement and adjusting Executive's compensation
package in recognition of the merger of CBS and the Infinity Broadcasting
Corporation and the change in Executive's responsibilities in connection
therewith; and
WHEREAS CBS desires to secure the services of Executive as President
of CBS Radio and Executive is willing to perform such services, upon the terms,
provisions and conditions set forth in the Agreement as amended herein.
NOW, THEREFORE, in condition of the promises and the mutual
covenants herein contained, it is agreed upon between CBS and Executive to amend
the Agreement as follows:
1. Paragraph 1(b) of the Agreement shall be amended as follows:
Executive shall report to the Chairman and Chief Executive Officer
of CBS Radio (currently, ▇▇▇ ▇▇▇▇▇▇▇▇), and shall perform services
assigned to him consistent with his position as President, CBS
Radio, but shall not be responsible for all of CBS Radio's operating
segments.
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2. Paragraph 2(a) of the Agreement shall be amended as follows:
CBS agrees to pay Executive, and Executive agrees to accept from CBS
for his services hereunder, a base salary of Eight hundred fifteen
thousand Dollars ($815,000) per annum effective January 1, 1997.
Thereafter, Executive's base salary shall be subject to merit review
and to the potential of increase in accordance with CBS compensation
guidelines and practices.
3. Paragraph 2(b) of the Agreement shall be amended as follows:
CBS agrees that Executive's Annual Incentive target payment shall be
forty percent (40%) of Executive's base salary. The precise amount
of such payments, if any, shall be determined on an annual basis at
the sole discretion of the Board of Directors of Westinghouse
Electric Corporation ("Westinghouse") based on goals set annually by
the Chairman and Chief Executive Officer of CBS Radio.
4. Paragraph 3 of the Agreement shall be amended as follows:
Executive shall be included in all plans now existing or hereafter
adopted for the general benefit of CBS Radio employees. Executive
will also participate in other CBS Radio benefit plans in which
participation is limited to CBS Radio executives in positions
comparable to or lesser than Executive's. To the extent Executive
participates in any benefit plan, such participation shall be based
upon Executive's base salary, unless otherwise indicated in the plan
document that such benefit should be based on base salary and bonus.
Participation in, or eligibility for participation in CBS Radio
benefit plans will be in lieu of eligibility for, or
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participation in any CBS or Westinghouse benefit plans.
5. Paragraph 7(a) of the Agreement shall be deleted.
The above amendments shall supersede, cancel and replace the cited
paragraphs in the Agreement in all respects. To the extent that the above
amendments may be inconsistent with any other provisions of the Agreement, the
above amendments shall govern.
Subject to the execution of this Amendment to the Agreement, in
recognition of Executive's new responsibilities as President, CBS Radio, and in
consideration of the amendments set forth herein, Executive shall receive a
special grant of 60,000 options of Westinghouse common stock with a purchase
price set at the Fair Market Value as of the date that the options are granted.
All options so granted shall be governed in accordance with the provisions of
the Westinghouse Long-Term Incentive Plan.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
March __, 1997.
CBS INC.,
by /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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EXECUTIVE,
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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AGREEMENT made as of the 22nd day of May 1996, by
and between CBS Inc. ("CBS"), a New York corporation,
having its principal office at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇ ("Executive"),
residing at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H :
WHEREAS, CBS desires to secure the services of Executive as
President of the CBS Radio Division, and Executive is willing to perform such
services, upon the terms, provisions and conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, it is agreed upon between CBS and Executive as
follows:
1. (a) CBS hereby employs Executive, and Executive hereby accepts
employment as President of the CBS Radio Division for a term commencing November
28, 1995 and ending November 27, 1999 (the "Employment Term").
(b) Executive shall report to the Executive Vice President of CBS
and President of the CBS Station Group (currently, ▇▇▇▇ ▇▇▇▇), and shall perform
services assigned to him consistent with his position as President of the CBS
Radio Division.
2. (a) CBS agrees to pay Executive, and Executive agrees to accept
from CBS for his services hereunder, a base salary of Five hundred seventy-five
thousand Dollars ($575,000) per annum for the first contract year. Thereafter,
Executive's salary shall be subject to merit review and to the potential of
increase in accordance with CBS compensation guidelines and practices.
(b) CBS agrees that Executive shall have an Annual Incentive target
payment of Three hundred fifty thousand Dollars ($350,000) with the potential of
up to an
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additional Three hundred fifty thousand Dollars ($350,000); of this amount, Two
hundred thousand Dollars ($200,000) shall be guaranteed on an annual basis. The
precise amount of such additional payments shall be determined on an annual
basis at the sole discretion of the Board of Directors of Westinghouse Electric
Corporation ("Westinghouse") based on goals set at the beginning of each fiscal
year with the active participation of Executive. Seventy percent (70%) of the
Annual Incentive payment amount shall be based on meeting financial goals and
thirty percent (30%) shall be based on meeting nonfinancial goals.
(c) Subject to the execution of this Agreement, Executive shall
receive a grant of 265,000 options of Westinghouse common stock (a standard
grant of 60,000 options, a special grant of 25,000 options and an additional
three year grant of 180,000 options, representing contract years 1997, 1998 and
1999), at $16.75 per option, the price as of December 6, 1995, the day that the
options were granted. Fifty percent of the options (132,500) shall vest one year
from the date of the grant and the second 50% (132,500) shall vest two years
from the grant. All options shall expire 10 years from the date of the grant or
upon the termination of Executive's employment with CBS, whichever occurs first.
3. Executive shall be included in all plans now existing or
hereafter adopted for the general benefit of Westinghouse employees, such as the
pension plan, savings programs and group medical, disability or other insurance
plans and benefits, subject to the provisions of such plans as the same may be
in effect from time to time. Executive will also participate in other
Westinghouse benefit plans in which participation is limited to Westinghouse
executives in positions comparable to or lesser than Executive's. To the extent
Executive participates in any benefit plan, such participation shall be based
upon Executive's base salary, unless otherwise indicated in the plan document
that such benefit should be based on base salary and bonus. Participation in, or
eligibility for participation in Westinghouse benefit plans will be in lieu of
eligibility for, or participation in any CBS benefit plan.
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4. Executive shall be entitled to four (4) weeks vacation with pay,
and vacation shall be governed in accordance with CBS policy and Executive shall
also be entitled to holidays in accordance with CBS policy.
5. Executive may elect to undergo an annual physical examination, at
the expense of Company, using a physician and medical facility chosen by
Executive, consistent with CBS policy. The results of such annual physical
examination shall be provided only to Executive, except with the prior,
voluntary, written authorization of Executive.
6. Company shall continue to furnish to Executive the office space,
furnishings and equipment, in the office he currently occupies, in the Semmes
Building in Potomac, Maryland. The parties acknowledge and agree that, although
Executive shall continue to maintain his principal office and his residence in
the greater Washington, D.C., metropolitan area, Executive shall travel
nationally, as needed, to perform his duties under this Agreement. Executive
further agrees that he shall make himself available during business hours, as
needed, in New York City, consistent with Executive's right to maintain his
principal office and sole residence in the greater Washington, D.C. metropolitan
area.
7. (a) If CBS should buy or merge with a major radio group, and
thereby substantially increase the number of radio properties it owns or
operates, Executive will continue to be President of the Radio Division and have
responsibility for all operating segments. He will report directly to the
Chairman of the radio group, if such a position exists as a result of this
acquisition, and the Chairman would report directly to the Executive Vice
President of CBS and the President of the CBS Station Group (presently ▇▇▇▇
▇▇▇▇). CBS and Executive will enter into good faith discussions immediately
after the closing of such acquisition or merger for the purpose of adjusting
Executive's corporation package in recognition of his increased responsibility.
CBS may pay Executive a
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reasonable sum, either as a lump sum adjustment, deferred compensation,
increased wage bonus potential or other mutually agreed upon arrangements. CBS
and Executives will make a good faith effort to accomplish this goal. If
however, the parties fail to reach such agreement within ninety (90) days after
the closing date of such acquisition or merger, Executive may terminate this
Agreement without cause on no less than an additional sixty (60) days' notice,
it being understood that in such event, CBS would have no further financial
obligation to such Executive.
(b) If Executive is terminated by Mutual Agreement during the term
of this Agreement, CBS will pay Executive one year's base salary and Executive's
next scheduled guaranteed Annual Incentive payment, and Executive shall be free
of restrictions with respect to future assignments. For purposes of this
Agreement, "Mutual Agreement" shall mean that Executive's working conditions
have become intolerable, and that Executive has discussed the situation with
senior management and given appropriate notice of his intention to leave.
8. Executive agrees to devote his full efforts and attention to the
affairs of CBS during normal business hours during the Employment Term except
during vacation periods and reasonable periods of illness or other incapacity
consistent with the practices of CBS for executives in comparable positions, and
agrees that his services shall be completely exclusive to CBS during the
Employment Term.
9. Executive acknowledges that he has been furnished a copy of the
"Policy Notes from the President" concerning conflicts of interest ("Conflicts
Policy"), dated December 13, 1989, and a copy of the "CBS Policy Summary".
Executive further acknowledges that he has read and fully understands all the
requirements thereof, and acknowledges that at all times during the Employment
Term he shall perform his services hereunder in full compliance with the
Conflicts Policy and the CBS Policy Summary and with any revision thereof or
additions thereto.
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10. (a) In the event of the death or voluntary resignation of
Executive, salary payments and any Annual Incentives to be paid pursuant to the
Agreement shall cease immediately; provided, however, in the event of death, the
estate of Executive shall receive any salary due and not yet paid through the
date of Executive's death.
(b) If, during the Employment Term, CBS properly terminates the
employment of Executive for Cause, which for these purposes is defined as (i)
fraud, misappropriation or embezzlement on the part of Executive, (ii)
Executive's willful failure to perform services hereunder or (iii) Executive's
intentional breach of the provisions of paragraph 7 or of paragraph 8 hereof or
(iv) disregard of Executive's obligation pursuant to paragraph 7 hereof, to make
himself available for business in New York City during business hours,
consistent with maintenance of Executive's principal office and sold residence
in the greater Washington, D.C. metropolitan area, then CBS shall immediately
have the right to terminate this Agreement without further obligation.
(c) In the event that Executive is unable, due to illness, accident
or other physical or mental disability, to perform the essential functions of
his positions under this Agreement, even with reasonable accommodation, for a
continuous period of two (2) months, Company may terminate Executive's
employment. The termination of this Agreement because of Executive's incapacity
shall not affect Executive's eligibility for benefits under the terms of the
Westinghouse Long-Term Disability Plan, or its Accident and Sickness Plan and
Executive's continued accrual of service credit thereunder. Executive will
continue under the Westinghouse Salary Continuation and Extension Plan as
governed by Westinghouse policy based on service, and to the extent Executive
has enrolled in the Westinghouse Management Disability Plan, he would be covered
thereunder.
(d) If, during the Term of this Agreement the employment of
Executive by CBS should be terminated by CBS other than for cause, Executive
shall, despite the termination, be entitled to continue to receive his base
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salary and guaranteed bonus as provided for under paragraph 2(a) and (b) of the
Agreement throughout the remainder of the Employment Term so long as Executive
is willing, ready and able to render exclusive services hereunder during such
remainder of the term. Nothing herein shall obligate CBS to utilize Executive's
services, and CBS shall have fulfilled all of its obligations hereunder by
payment to Executive of the applicable amounts set forth herein for the term of
this Agreement. Notwithstanding anything contained in this Agreement (including
without limitation anything contained in paragraph 3 above), Executive shall not
be entitled to receive any severance pay upon the termination of this Agreement
or of the Executive's employment hereunder at any time during the term of this
Agreement, unless the amount of severance under the Westinghouse policy which
Executive would otherwise be entitled to receive (had Executive and CBS not
entered into this Agreement) exceeds the amount of basic salary payable for the
remainder of the term of this Agreement, in which case Executive shall receive
such severance pay in lieu of the amount of basic salary payable for the
remainder of the term (i.e., Executive shall be entitled to receive the greater
of the remaining basic salary under this Agreement or the applicable amount of
severance).
11. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration held in New
York City and administered by the American Arbitration Association in accordance
with its Commercial Arbitration Rules, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.
12. This Agreement contains the entire understanding of the parties
with respect to the subject matter thereof, supersedes any and all prior
agreements of the parties with respect to the subject matter thereof, and cannot
be changed or extended except by a writing signed by both parties hereto. The
above notwithstanding, the parties acknowledge and agree that Executive shall
remain entitled to receive both an Annual Incentive and Group W Long-Term
Incentive bonus for his 1995 performance, under the terms of
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his April 29, 1993 letter agreement between Executive and Group W. This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective legal representatives, executors, heirs, administrators,
successors and assigns. This Agreement and all matters and issues collateral
thereto other than benefits under a plan or option agreement which will be
subject to the laws specified therein, shall be governed by the laws of the
State of New York applicable to contracts performed entirely therein. If any
provision of this Agreement, as applied to either party or to any circumstance,
shall be adjudged by a court to be void or unenforceable, the same shall in no
way affect any other provision of this Agreement or the validity or
enforceability thereof.
13. All notices or other communications hereunder shall be given in
writing and shall be deemed given if served personally or mailed by registered
or certified mail, return receipt requested, to the parties at their addresses
above indicated, or at such other addresses as they may hereafter designate in
writing.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
May __, 1996.
CBS INC.,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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EXECUTIVE,
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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