| ||(D) || |
reduction of the accelerated vesting of equity awards other than those described in clause (A) above in the reverse order of date of grant of the awards (i.e., the vesting of the most recently granted equity awards will be cancelled first); and
| ||(E) || |
reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced).
In no event will the Participant have any discretion with respect to the ordering of payment reductions.
(iii) Unless the Participant and CBS otherwise agree in writing, any determination required under this Section 13(b) will be made in writing by a nationally recognized accounting or valuation firm (the Firm) selected by CBS, whose determination will be conclusive and binding upon the Participant and CBS for all purposes. For purposes of making the calculations required by this Section 13(b), the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. CBS and the Participant will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 13(b). CBS will bear all costs for payment of the Firms services in connection with any calculations contemplated by this Section 13(b).
Section 14. WARN. Benefits under this Plan are not intended to duplicate any other severance pay, pay continuation or advance notice obligations that the Company may have under any other plans, programs, policies, agreements or employment contracts, or under applicable federal, state or local law, including without limitation, under the Worker Adjustment and Retraining Notification Act and similar state or local law (collectively, WARN). If any other such obligations exist, the employees separation benefits under this Plan will be reduced accordingly or, alternatively, benefits previously provided under this Plan will be treated as having been paid to satisfy such other benefit obligations. If payments already paid under this Plan result in a duplication of any such benefits, then an appropriate amount of any benefits paid under this Plan shall be returned to the Company. When applying this provision to WARN obligations or other advance notice obligations, benefits under this Plan will be reduced only to the extent that (i) the Company provides payment in lieu of satisfying the applicable WARN notice obligation, and/or (ii) to the extent permitted by law, the Company provides, or is obligated to provide, payments or damages as a result of its failure to provide advance notice. In all cases, the Plan Administrator (as identified in Section 16 below) will determine how to apply this provision in order to prevent duplication while complying with applicable law, in its discretion, and may override other provisions of this Plan in doing so.
Section 15. Notice. For the purpose of the Plan, notices and all other communications provided for in the Plan shall be in writing and shall be deemed to have been duly given, in the case of the Company, when delivered or sent to CBS Corporation, 51 W. 52nd Street, New York, NY 10019, Attn: Chief Legal Officer, or, in the case of a Participant, when delivered to the Participant or sent to the Participant at the address of the Participant in the records of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt by the other party.
Section 16. Administration. The initial plan year for purposes of ERISA (Plan Year) shall be the period beginning on the Effective Date and ending on the last day of CBSs fiscal year in which the Effective Date occurs, and thereafter the Plan Year shall be CBSs fiscal year. To the extent required by ERISA, the named fiduciary of the Plan for purposes of ERISA is the Company. The Company shall have the authority to appoint and remove other fiduciaries, and to exercise general supervisory authority over them.