Dear Joe: as of April 23, 2019

Term/Acting CEO. Paragraph 1 of the Agreement shall be amended to reflect that the Expiration Date is December 31, 2019, unless extended under Section 7(a) of this letter agreement for a period of up to ninety (90) days following the consummation of a Corporate Event.

Salary / Target Bonus. Effective as of April 15, 2019, your Salary shall be increased to Three Million Dollars ($3,000,000) and your Target Bonus shall be increased to 500% of your Salary. For calendar year 2019, you shall receive a Bonus of not less than your Target Bonus, which shall be payable between January 1 and March 15, 2020 or, if earlier, within ten (10) business days following termination of your employment for any reason other than for Cause as described in paragraph 7(a) of the Agreement. For calendar year 2020, you shall receive a Bonus of not less than your Target Bonus, which shall be pro-rated for the portion of the year, if any, during which you remain employed by the Company, and which shall be payable between January 1 and March 15, 2021 or, if earlier, within ten (10) business days following termination of your employment for any reason other than for Cause as described in paragraph 7(a) of the Agreement.

Additional Cash Payments. You shall receive an additional cash payment equal to Fifteen Million Dollars ($15,000,000), payable, less applicable withholdings, as follows:

Benefits. While you are employed by CBS, you shall continue to have the benefits set forth in paragraph 4 of the Agreement, including, without limitation, the usage of Company aircraft and car service consistent with the existing arrangements in effect immediately prior to the date hereof.

Definition of Good Reason. The definition of Good Reason in paragraph 7(c)(i) of the Agreement is amended to replace the reference to “June 30, 2019” in clause (A) with a reference to “December 31, 2019.” Notwithstanding the first paragraph of paragraph 7(c)(i), if you should be entitled to resign your employment with Good Reason under circumstances described in paragraph 7(c)(i)(A) (as amended by the preceding sentence), (B), (C), (E) or (G) of the Agreement, CBS acknowledges and agrees that such circumstances shall not be capable of cure by CBS, and that you may resign your employment for Good Reason effective as of a date that may be as early as immediately upon the provision of written notice to CBS; provided, however, that if you resign your employment with Good Reason under circumstances described in paragraph 7(c)(i)(B) of the Agreement due to the appointment of someone other than yourself as Chief Executive Officer of CBS, the effective date of termination of your employment will be postponed until the expiration of the Consulting Period under Section 7(b) of this letter agreement, if applicable, or earlier termination of your employment during the Consulting Period under Section 7(d) of this letter agreement, if applicable.

Payments upon Termination of Employment. Upon a termination of your employment under circumstances described in paragraphs 7(b)(i), 7(c)(i), 7(d), 7(e), 7(f)(iii) or 7(j)(ii) of the Agreement, then, notwithstanding any provision to the contrary in the Agreement, you shall be entitled to receive (x) the Accrued Obligations and (y) in lieu of any severance payments and benefits that otherwise would be payable under any other provision of paragraph 7 of the Agreement (as applicable) or any other CBS severance plan or arrangement, subject to your compliance with paragraph 7(i) of the Agreement, the termination payments and benefits described in paragraph 7(j)(ii) of the Agreement, modified as follows:

Term/Consulting Period. The Agreement shall be further amended as follows:

Compensation and Benefits during Consulting Period.

Office Support and Security Services. For two years following termination of your employment (provided that your employment is not terminated for Cause as described in paragraph 7(a) of the Agreement) or, if earlier, the date on which you commence employment with another employer, you shall be provided with an office in midtown Manhattan or other location in the metropolitan New York area selected by you comparable to your current office. Such office shall be equipped with furnishings, equipment and technology that is consistent with and substantially similar to what you currently have, including, without limitation, a Bloomberg terminal and any required licenses for its use. In addition, you shall have the use of a car, driver and administrative assistant, which driver and administrative assistant shall, subject to their agreement, be your current driver and the Manager, Administration who currently reports to you, each of whom will be employees of CBS and each of whom will be provided with the same level of compensation and benefits currently provided to each such position during such two-year period. For the period following termination of your employment during which CBS is obligated to provide you with the use of an office, car, driver and administrative assistant, you shall continue to receive CBS paid security service at the level that you are currently receiving or at such higher level as determined by the current head of CBS security to be appropriate. The cost to CBS of the office, office equipment, car, driver, administrative assistant and security service to be provided to you under this Section 8 shall not exceed $2.75 million in the aggregate. You shall be permitted to retain all electronic devices possessed by you at the time of termination of your employment without any payment to CBS, provided that you first allow CBS IT to remove any Confidential Information on such devices, and your CBS e-mail account will remain active for up to three (3) months after termination of your employment (it being understood that such e-mail account access will terminate upon your acceptance of employment with a third party, and that you agree to promptly notify CBS immediately following your acceptance of such third-party employment).

Treatment of Restrictive Covenants. Upon termination of your employment under circumstances described in paragraph 7(b)(i), 7(c)(i), 7(f)(iii) or 7(j)(ii) of the Agreement, (i) you shall not be subject to any non-competition covenant otherwise applicable to you, including without limitation the covenant set forth in paragraph 6(a) of the Agreement; (ii) the non-solicitation covenant set forth in paragraph 6(c) of the Agreement shall be revised to remove the words “or has been within 12 months prior thereto,” in clause (i) of paragraph 6(c), to except your current driver and the Manager, Administration from clause (i) of paragraph 6(c), and to remove clause (ii) of paragraph 6(c) following termination of your employment; and (iii) the non-disparagement covenant set forth in paragraph 6(h) of the Agreement shall be revised to replace the phrase “for a period of one (1) year thereafter,”

No Mitigation or Offset. Except as set forth in Section 7(d) of this letter agreement, notwithstanding anything to the contrary in your Agreement or this letter agreement, you shall not be required to mitigate the amount of any payments provided following termination of your employment by seeking other employment or otherwise, nor shall any amount payable under the Agreement or this letter agreement following termination of your employment be reduced by any compensation earned by you as a result of employment by another employer or self-employment.

Relocation Assistance. You shall be able to maintain your current CBS-provided apartment in Los Angeles through March 31, 2020 and you shall be able to receive reimbursement for reasonable expenses related to the relocation of your belongings from Los Angeles to the New York metropolitan area provided, however, that such relocation reimbursement shall in no event exceed Seventy-Five Thousand Dollars ($75,000).

Preservation of Rights. Section 2 of the letter agreement dated as of September 9, 2018 is hereby restated in its entirety to read as follows:

Indemnification; Representation. For the avoidance of doubt, you will retain all of your existing rights to indemnification under paragraph 18 of the Agreement. As of the date hereof, CBS represents that none of its Specified Executives or Directors has knowledge of any claims that could serve as a basis for a termination of your employment for Cause under paragraph 7(a) of the Agreement.

Non-Renewal. Paragraph 7(f)(i) of the Agreement is amended in its entirety to read as follows: “[INTENTIONALLY OMITTED].”

Communications. CBS agrees that you shall be given a reasonable opportunity to review and approve the content of any external announcement regarding your separation from CBS (and any subsequent press release that is inconsistent with such announcement) prior to its release.

Legal Fees. This letter agreement also confirms our understanding that, notwithstanding any provision in the Agreement, CBS shall promptly, upon submission of an appropriately detailed invoice, pay your legal fees reasonably incurred in connection with this letter agreement and related matters; provided, however, that such payment shall in no event exceed Fifty Thousand Dollars ($50,000).

Release. References to the defined term “Employment Agreement” in Exhibit A (Form of General Release) to the Agreement shall be deemed to refer to the Agreement as amended by the letter agreement dated as of September 9, 2018 and by this letter agreement.

Representations. CBS hereby represents that (i) this letter agreement has been duly authorized and executed by CBS, (ii) the Agreement, as further modified by this letter agreement, is a legal, valid and binding obligation of CBS enforceable against CBS in accordance with its terms, and (iii) the Compensation Committee of the CBS Board of Directors has unanimously adopted resolutions approving this letter agreement and affirming that the Agreement, as further modified by this letter agreement, constitutes a legal, valid and binding obligation of CBS enforceable against CBS in accordance with its terms and has advised the Board of the key terms of this letter agreement, without objection.

Entire Understanding; Supersedes Prior Agreements. This letter agreement, together with the Agreement and any equity award agreements pursuant to which you hold outstanding CBS equity awards, contains the entire understanding of the parties hereto as of the time that this letter agreement is signed by both parties relating to the subject matter contained herein, and can be changed only by a writing signed by both parties. Except as otherwise expressly provided herein, the Agreement and your equity award agreements shall continue in full force and effect in accordance with their terms.

Counterparts. This letter agreement may be executed in one or more counterparts, including by facsimile, and all of the counterparts shall constitute one fully executed agreement. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

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Dated:

4/23/19