UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 13, 2007

 

CBS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

                

Registrant’s telephone number, including area code: (212) 975-4321

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

 

 

 

 

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Item 5.02.           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On March 13, 2007, CBS Corporation (the “Company”) announced the entering into of an amendment to the employment agreement between the Company and Sumner M. Redstone, the Company’s Executive Chairman of the Board of Directors and Founder (the “Redstone Amendment”). The key components of the Redstone Amendment are as follows:

 

In addition to the above, Mr. Redstone has agreed to convert, effective as of March 16, 2007 (which will be the third trading day following public announcement of the Redstone Amendment) (the “Exchange Date”), the approximate $10 million balance of his existing deferred compensation account to option equivalents having the same fair value as determined on the Exchange Date. The option equivalents will have an exercise price equal to the closing price of the Class B Shares on the Exchange Date and will vest in 25% installments on the first four anniversaries of the Exchange Date. Accordingly, Mr. Redstone will only realize value on such deferred amount to the extent the price of the Class B Shares is higher, at the time the option equivalents are exercised, than the exercise price.

 

If within one year of the Exchange Date, the Company announces a recapitalization, reorganization, merger or other similar corporate event out of the ordinary course and, as of the

 

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closing of the transaction, the intrinsic value of Mr. Redstone’s option equivalents, based on the Class B Share price applicable to the transaction, would exceed the value that his deferred compensation account would have attained had the conversion not occurred, then the conversion of Mr. Redstone’s deferred compensation account and all other arrangements provided for in the Redstone Amendment will be unwound. In addition, if in the action entitled In re Viacom Inc. Shareholder Derivative Litigation, the New York State Supreme Court fails to approve a definitive settlement agreement between the plaintiffs and defendants in such action, or if such approval is reversed on appeal, then the Redstone Amendment shall terminate upon written notice thereof given by either the Company or Mr. Redstone to the other party within 30 days, and the arrangements provided for in the Redstone Amendment will be unwound.

 

All other terms and conditions of Mr. Redstone’s employment agreement remain unchanged. The Company filed a copy of Mr. Redstone’s employment agreement as Exhibit 10.1 to its Current Report on Form 8-K filed on December 30, 2005.

 

The foregoing description of the Redstone Amendment is qualified by reference to the Redstone Amendment, which is attached hereto as Exhibit 10 and is incorporated herein by reference in its entirety. A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.

 

 

 

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CBS CORPORATION

(Registrant)

 

 

 

 

Date: March 16, 2007

 

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Exhibit Index