EXECUTIVE COMPENSATION
Mr. Ianniellos employment agreement contains restrictive covenants imposing
non-competition
obligations, restricting
solicitation of employees, protecting our confidential information and our ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of
employment. The agreement also provides for enhanced severance payments and benefits in the event his employment is terminated by us without cause or by him for good reason, in each case, in connection with specified
corporate events.
Christina Spade
Prior to
becoming our Executive Vice President, Chief Financial Officer, Ms. Spade was the Executive Vice President, Chief Financial Officer of Showtime Networks Inc. (SNI), a subsidiary of the Company. SNI entered into an employment
agreement with Ms. Spade on January 1, 2016, which provided for an annual base salary of $510,000, subject to increase at SNIs discretion, and annual grants of long-term compensation with a target value of $350,000.
Ms. Spades 2018 equity grant reflected in the Summary Compensation Table above and in the Grants of Plan-Based Awards in 2018 table below was awarded under this agreement during her employment with SNI.
On September 1, 2018, Ms. Spade entered into a new employment agreement with SNI, which superseded her prior agreement and provided for her continued
employment as Executive Vice President, Chief Financial Officer of SNI. This agreement provided for an annual base salary of $650,000 and, with respect to her 2018 bonus, a
pro-rated
bonus target based on
eight months at a salary of $510,000 with a 55% bonus target, and four months at a salary of $650,000 with a 60% bonus target.
On October 18, 2018, we entered
into an employment agreement with Ms. Spade, which superseded her prior employment agreement with SNI and provides for her employment as our Executive Vice President, Chief Financial Officer through October 17, 2021. The agreement provides
for an annual base salary of $1,250,000, which may be increased at the discretion of the Compensation Committee, and an annual target bonus of 200% of her salary as in effect on November 1st of the applicable year, except that with respect to
Ms. Spades 2018 bonus, the target bonus will be blended to reflect the number of calendar days served in her current and former roles.
Ms. Spades employment agreement contains restrictive covenants imposing
non-competition
obligations, restricting
solicitation of employees, protecting our confidential information and our ownership of work product and requiring cooperation in litigation, as well as other covenants, during her employment and for specified periods after the termination of
employment. The agreement also provides for enhanced severance payments and benefits in the event her employment is terminated by us without cause or by her for good reason, in each case, in connection with specified
corporate events.
Lawrence P. Tu
On
July 20, 2017, we entered into an employment agreement with Mr. Tu, effective June 1, 2017, which superseded his prior employment agreement and provided for his continued employment as our Senior Executive Vice President and Chief Legal
Officer through May 31, 2019. The agreement provided for an annual base salary of $1.35 million, subject to increase at the discretion of the Compensation Committee, and an annual target bonus of 200% of his base salary as in effect on
November 1st of the applicable year. Pursuant to the terms of this agreement, Mr. Tu was eligible to receive annual grants of long-term compensation, as determined by the Compensation Committee, based on a target value of $3.95 million.
On February 22, 2019, the Company entered into a separation agreement with Mr. Tu pursuant to which he resigned as Senior Executive Vice President and
Chief Legal Officer, effective March 1, 2019, and will continue to serve as a senior advisor to our Acting Chief Executive Officer until April 30, 2019. Under the separation agreement, Mr. Tu will receive the severance payments and benefits
consistent with a resignation for Good Reason within the meaning of Mr. Tus employment agreement.
Pursuant to his employment agreement and
separation agreement, Mr. Tu is bound by restrictive covenants imposing
non-competition
obligations, restricting solicitation of employees, protecting our confidential information and our ownership of
work product and requiring cooperation in litigation, as well as other covenants, for certain periods of time following his separation from us.
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CBS CORPORATION
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