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This excerpt taken from the CBS DEF 14A filed Apr 13, 2007. Voluntary Exchange Offer (“VEO”)—In
2006, the Company’s 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 Company’s Class B Common Stock. The VEO was
intended to accomplish a number of important corporate objectives:
· Improve the retentive effects of the Company’s long-term incentives to ensure the continuity of its employees; · Reinforce the “ownership culture” and more closely align employees’ interests with those of the Company’s stockholders; and · Reduce the potential dilution associated with the Company’s long-term incentive plans. 36 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. |
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