This excerpt taken from the CBS DEF 14A filed Apr 13, 2007.
Voluntary Exchange Offer (VEO)In 2006, the Companys Board of Directors and the Compensation Committee authorized the Company to proceed with an exchange offer under which eligible employees of CBS and its subsidiaries could exchange eligible options for restricted shares, or RSUs in the case of employees who were not subject to U.S. income tax, of the Companys Class B Common Stock. The VEO was intended to accomplish a number of important corporate objectives:
· Improve the retentive effects of the Companys long-term incentives to ensure the continuity of its employees;
· Reinforce the ownership culture and more closely align employees interests with those of the Companys stockholders; and
· Reduce the potential dilution associated with the Companys long-term incentive plans.
All of the named executive officers were eligible to participate in the VEO, and all of them exchanged their out-of-the-money options for restricted shares. Information regarding the individual VEO awards is provided in the Outstanding Equity Awards at Fiscal Year-End 2006 Table, and a description of material terms of the VEO is included in the narrative disclosure following that table.