CBS CORPORATION MATCHING GIFTS PROGRAM FOR DIRECTORS

EX-10.(T) 17 a2190706zex-10_t.htm EXHIBIT 10(T)

Exhibit 10(t)

 

CBS CORPORATION

 

MATCHING GIFTS PROGRAM FOR DIRECTORS

 

 

1.            PURPOSE OF THE PROGRAM

 

The CBS Corporation Matching Gifts Program for Directors (the “Program”) allows each Director (as defined in Paragraph 2) of CBS Corporation (the “Company”) to request that the Company match his or her donations to eligible tax-exempt organization(s) (the “Donee(s)”).  Director donations will be matched by the Company at the rate of one dollar for each dollar donated up to $7,500 for each fiscal year.  The purpose of the Program is to recognize the interest of the Company and its Directors in supporting eligible organizations.

 

2.             ELIGIBILITY

 

Each member of the Board of Directors of the Company (the “Board”) as of December 16, 2008 and any person who joins the Board after that date (in each case, a “Director”) shall be eligible to participate in the Program so long as he or she is serving as a Director of the Company, unless and until the Program is terminated in accordance with Paragraph 6.

 

3.             MATCHING DONATION REQUEST

 

When a Director becomes eligible to participate in the Program, he or she may make a written request to the Company in accordance with such procedures as may be determined by the Administrator (as defined in paragraph 7).

 

4.             DONEES

 

In order to be eligible to receive a matching donation, a recommended Donee must be, at the time any matching donation is to be made hereunder: (i) recognized under the Internal Revenue Code as a 501(c)(3) public charity; or (ii) an accredited public or non-profit school, school district, college or university to which donations are tax-deductible under the Internal Revenue Code of the United States.

 

5.             FUNDING AND PROGRAM ASSETS

 

Neither the participating Directors nor their recommended Donee(s) shall have any rights or interests in any assets of the Company identified for such purpose.  Nothing contained in the Program shall create, or be deemed to create, a trust, actual or constructive, for the benefit of a Director or any recommended Donee, or shall give, or be deemed to give, any Director or Donee any interest in any assets of the Program or the Company.

 

6.             AMENDMENT OR TERMINATION

 

The Board may, at any time, amend, suspend, or terminate the Program.  However, once a participating Director requests that the Company make a matching donation to a Donee, the Program may not be amended, suspended or terminated with respect to such request,

 


 

unless there has been an adverse change in laws or regulations affecting the Program (e.g., reduction or elimination of the tax deductibility of the donation by the Company).

 

7.             ADMINISTRATION

 

The Program shall be administered by the Office of the Executive Vice President, Planning, Policy and Government Affairs (“Administrator”).  The Administrator shall have authority, subject to the provisions of the Program, to prescribe procedures and guidelines relating to the Program.

 

8.             NON-ASSIGNMENT

 

A Director’s rights and interests under the Program may not be assigned or transferred.

 

9.             EFFECTIVE DATE

 

The Program effective date is December 16, 2008.