Common use of Survival; Modification of Terms Clause in Contracts

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS terminates your employment without Cause or you resign with Good Reason; (y) you provide CBS a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(A) through (D), paragraphs 7(c)(ii)(A) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your request. You and CBS agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS terminates your employment without Cause or you resign with Good Reason; (y) you provide CBS a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(A) through (D), paragraphs 7(c)(ii)(A) through (D) or paragraphs 7(k)(ii)(A7(j)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your request. You and CBS agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.. Xx. Xxxxxxxxx Xxxxx October 18, 2018

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein Xx. Xxxxxxxx Tu as of November 11, 2013 notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS terminates your employment without Cause or you resign with Good Reason; (y) you provide CBS a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(A) through (D), paragraphs 7(c)(ii)(A) through (D) or paragraphs 7(k)(ii)(A7(j)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your request. You and CBS agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Termreason; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS terminates your employment without Cause or Cause, you resign with Good ReasonReason or your employment under this Agreement terminates due to failure to renew this Agreement in accordance with paragraph 7(f)(iii); and (y) at any time following the one-year anniversary of your termination date, you provide CBS a with an irrevocable written notice indicating your desire to waive waiving your right to receive, or to continue to receive, termination any payments and benefits under paragraphs 7(b)(ii)(A) through (D), paragraphs 7(c)(ii)(A) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (FG), paragraphs 7(c)(ii)(A), (B), (C), (D) and (G), paragraphs 7(f)(iii)(A) through (D) or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(gparagraphs 7(j)(ii)(A), (B), (C), (D) and (G), as applicable; , that would otherwise be paid or provided to you after the one-year anniversary of your termination date (it being understood and (z) CBS notifies agreed that you that it has, in its discretion, accepted your requestshall be entitled to retain any payments or benefits required to be paid or provided to you prior to such date). You and CBS agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such Xxxxxx X. Xxxxxxxxx as of July 1, 2017 restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.

Survival; Modification of Terms. Your Executive’s obligations under paragraphs 6(a‎6‎(a) through (i‎(i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your Executive’s employment under this Agreement for any reason or the expiration of the Term; provided, however, that your Executive’s obligations under paragraph 6(a‎6‎(a) (but not under any other provision of this Agreement) shall cease if: (xi) CBS OUTFRONT terminates your Executive’s employment without Cause (as defined in paragraph ‎8(a)) or you resign with Executive terminates Executive’s employment for Good Reason; Reason (yas defined in paragraph ‎8(h)) you provide CBS and (ii) Executive provides OUTFRONT a written notice indicating your Executive’s desire to waive your his right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(A‎8(c)(i) through (D), paragraphs 7(c)(ii)(A) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D‎8(c)(iv) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (ziii) CBS OUTFRONT notifies you Executive that it has, in its sole discretion, accepted your Executive’s request. You Executive and CBS OUTFRONT agree that the restrictions and remedies contained in paragraphs 6(a‎6‎(a) through (i‎(i) are reasonable and that it is your Executive’s intention and the intention of CBS OUTFRONT that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge Executive acknowledges that CBS OUTFRONT conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBSOUTFRONT” name. To that end, you Executive further acknowledge acknowledges that the obligations set forth in this paragraph 6 ‎6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS OUTFRONT and its affiliated companies.

Survival; Modification of Terms. Your The rights and obligations set forth under paragraphs 6(a7(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a7(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS if you terminate your employment for Good Reason or the Company terminates Loxx Xxxxxx July 1, 2017 your employment without Cause or and you resign notify the Company in writing, prior to the Company's payment of any severance benefits in accordance with Good Reason; paragraph 8(e)(ii) through (y) viii), that you provide CBS a written notice indicating your desire have elected to waive your right to receive, or to continue to receive, termination payments and receive the severance benefits under set forth in paragraphs 7(b)(ii)(A8(e)(ii) through (Dviii), paragraphs 7(c)(ii)(A) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your request. You and CBS the Company agree that the restrictions and remedies contained in paragraphs 6(a7(a) through (ih) are reasonable and that it is your intention and the intention of CBS the Company that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around For the world avoidance of doubt, and has invested considerable time and effort to develop without limiting the international brand and goodwill associated with generality of the “CBS” name. To that endforegoing, you further acknowledge that will be required to waive your rights to receive the obligations severance benefits set forth in this paragraphs 8(e)(ii) through (viii) if you wish to be released from paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies7(a).

Survival; Modification of Terms. Your The rights and obligations set forth under paragraphs 6(a7(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a7(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS if you terminate your employment for Good Reason or the Company terminates your employment without Cause or and you resign notify the Company in writing, prior to the Company's payment of any severance benefits in accordance with Good Reason; paragraph 8(e)(ii) through (y) vii), that you provide CBS a written notice indicating your desire have elected to waive your right to receive, or to continue to receive, termination payments and receive the severance benefits under set forth in paragraphs 7(b)(ii)(A8(e)(ii) through (Dvii), paragraphs 7(c)(ii)(A) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your request. You and CBS the Company agree that the restrictions and remedies contained in paragraphs 6(a7(a) through (ih) are reasonable and that it is your intention and the intention of CBS the Company that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around For the world avoidance of doubt, and has invested considerable time and effort to develop without limiting the international brand and goodwill associated with generality of the “CBS” name. To that endforegoing, you further acknowledge that will be required to waive your rights to receive the obligations severance benefits set forth in this paragraphs 8(e)(ii) through (vii) if you wish to be released from paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies7(a).

Survival; Modification of Terms. Your obligations under paragraphs 6(a7(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a7(a) (but not under any other provision of this Agreement) shall cease if: if (xa) you terminate this Agreement for “Good Reason” pursuant to paragraph 9 (b) or (b) CBS terminates your employment without Cause or you resign with Good Reason; Cause, and, in both instances (y) you provide CBS a written notice indicating your desire to waive your right Xx. Xxxx X. Ashe May 15, 2008 to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(Aparagraph 9(c)(i) through (Diii), paragraphs 7(c)(ii)(A) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its sole discretion, accepted your request. It is understood that if you provide written notice pursuant to (y) above, CBS will not accept such request if your intention is to accept employment or render services during the Term (nor may you do so) for any of the major competitors of CBS, CBS Interactive or CNET Networks. You and CBS agree that the restrictions and remedies contained in paragraphs 6(a7(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 7 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS terminates your employment without Cause or you resign with Good Reason; (y) you provide CBS a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(A) through (D), paragraphs 7(c)(ii)(A) through (D) ), or paragraphs 7(k)(ii)(A7(j)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your request. You and CBS agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.. Xxxxxxx X. Xxxxx as of January 1, 2019

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS terminates your employment without Cause or you resign with Good ReasonCause; (y) you provide CBS a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs paragraph 7(b)(ii)(A) through (D), paragraphs 7(c)(ii)(A) through (D) or paragraphs paragraph 7(k)(ii)(A), (B), (C), (D) and through (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your request. You and CBS agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.

Survival; Modification of Terms. Your Executive’s obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your Executive’s employment under this Agreement for any reason or the expiration of the Term; provided, however, that your Executive’s obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (xi) CBS OUTFRONT terminates your Executive’s employment without Cause (as defined in paragraph 8(a)) or you resign with Executive terminates Executive’s employment for Good Reason; Reason (yas defined in paragraph 8(b)) you provide CBS and (ii) Executive provides OUTFRONT a written notice indicating your Executive’s desire to waive your her right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(A8(c)(i) through (D), paragraphs 7(c)(ii)(A) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (Diii) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (ziii) CBS OUTFRONT notifies you Executive that it has, in its sole discretion, accepted your Executive’s request. You Executive and CBS OUTFRONT agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your Executive’s intention and the intention of CBS OUTFRONT that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge Executive acknowledges that CBS OUTFRONT conducts its business operations around the world and has invested Exhibit 10.1 considerable time and effort to develop the international brand and goodwill associated with the “CBSOUTFRONT” name. To that end, you Executive further acknowledge acknowledges that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS OUTFRONT and its affiliated companies.

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS terminates your employment without Cause or you resign with Good Reason; (y) you provide CBS a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(A) through (D), paragraphs 7(c)(ii)(A) through (D), paragraphs 7(f)(ii) through 7(f)(iii)(A) or paragraphs 7(k)(ii)(A), (B), (C), (D) and through (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your request. You and CBS agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.. Xxxxxxx X. Xxxxxxxx as of June 7, 2013

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your Xxxxxxx X. Xxxxxxxx As of February 3, 2011 obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS terminates your employment without Cause or you resign with Good ReasonCause; (y) you provide CBS a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs paragraph 7(b)(ii)(A) through (D), paragraphs 7(c)(ii)(A) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (Dparagraph 7(j)(ii)(A) and through (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your request. You and CBS agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS terminates your employment without Cause or you resign with Good Reason; , and (y) you provide CBS a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs paragraph 7(b)(ii)(A) through (D), paragraphs paragraph 7(c)(ii)(A) through (D) or paragraphs paragraph 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; , and (z) CBS notifies you that it has, in its Xxxxx X. Xxxxxxxx as of October 1, 2011 discretion, accepted your request. You and CBS agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.

Survival; Modification of Terms. Your Executive’s obligations under paragraphs 6(a‎6(a) through (i‎(i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your Executive’s employment under this Agreement for any reason or the expiration of the Term; provided, however, that your Executive’s obligations under paragraph 6(a‎6(a) (but not under any other provision of this Agreement) shall cease if: (xi) CBS OUTFRONT terminates your Executive’s employment without Cause (as defined in paragraph 8(a)) or you resign with Executive terminates Executive’s employment for Good Reason; Reason (yas defined in paragraph 8(g)) you provide CBS and (ii) Executive provides OUTFRONT a written notice indicating your Executive’s desire to waive your his right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(A‎8(c)(i) through (D), paragraphs 7(c)(ii)(A) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D‎(iii) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (ziii) CBS OUTFRONT notifies you Executive that it has, in its sole discretion, accepted your Executive’s request. You Executive and CBS OUTFRONT agree that the restrictions and remedies contained in paragraphs 6(a‎6(a) through (i‎(i) are reasonable and that it is your Executive’s intention and the intention of CBS OUTFRONT that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge Executive acknowledges that CBS OUTFRONT conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBSOUTFRONT” name. To that end, you Executive further acknowledge acknowledges that the obligations set forth in this paragraph 6 ‎6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS OUTFRONT and its affiliated companies.

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS terminates your employment without Cause or you resign with Good Reason; (y) you provide CBS a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(A) through (D), paragraphs 7(c)(ii)(A) through (D), paragraphs 7(f)(ii) through 7(f)(iii)(A) or paragraphs 7(k)(ii)(A), (B), (C), (D) and through (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your request. You and CBS agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.

Survival; Modification of Terms. Your Executive’s obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your Executive’s employment under this Agreement for any reason or the expiration of the Term; provided, however, that your Executive’s obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (xi) CBS OUTFRONT terminates your Executive’s employment without Cause or you resign with Executive terminates Executive’s employment for Good Reason; , (yii) you provide CBS Executive provides OUTFRONT a written notice indicating your Executive’s desire to waive your Executive’s right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(A) through (D), paragraphs 7(c)(ii)(A) through (Dparagraph 7(b) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g7(e), as applicable; and (ziii) CBS OUTFRONT notifies you Executive that it has, in its discretion, accepted your Executive’s request. You Executive and CBS OUTFRONT agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your Executive’s intention and the intention of CBS OUTFRONT that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge Executive acknowledges that CBS OUTFRONT conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBSOUTFRONT” name. To that end, you Executive further acknowledge acknowledges that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS OUTFRONT and its affiliated companiesAffiliated Companies.

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Termreason; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS terminates your employment without Cause or Cause, you resign with Good ReasonReason or your employment under this Agreement terminates due to failure to renew this Agreement in accordance with paragraph 7(f)(iii); and (y) at any time following the one-year anniversary of your termination date, you provide CBS a with an irrevocable written notice indicating your desire to waive waiving your right to receive, or to continue to receive, termination any payments and benefits under paragraphs 7(b)(ii)(A) through (D), paragraphs 7(c)(ii)(A) through (D), paragraphs 7(f)(iii)(A) through (D) or paragraphs 7(k)(ii)(A7(j)(ii)(A), (B), (C), (D) ), and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(gG), as applicable; , that would otherwise be paid or provided to you after the one-year anniversary of your termination date (it being understood and (z) CBS notifies agreed that you that it has, in its discretion, accepted your requestshall be entitled to retain any payments or benefits required to be paid or provided to you prior to such date). You and CBS agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.

Survival; Modification of Terms. Your The obligations set forth under paragraphs 6(a7(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a7(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS if you terminate your employment for Good Reason or the Company terminates your employment without Cause or and you resign notify the Company in writing, prior to the Company’s payment of any severance benefits in accordance with Good Reason; paragraph 8(e)(i) through (yvii) and pursuant to terms of the Company’s Executive Severance Plan, that you provide CBS a written notice indicating your desire have elected to waive your right to receive, or to continue to receive, receive termination payments and benefits under paragraphs 7(b)(ii)(Ain accordance with paragraph 8(e)(iii) through (D), paragraphs 7(c)(ii)(A) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (Dvii) and (F), or continued vesting payable pursuant to the terms of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your requestCompany’s Executive Severance Plan. You and CBS the Company agree that the restrictions and remedies contained in paragraphs 6(a7(a) through (ih) are reasonable and that it is your intention and the intention of CBS the Company that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that endFor avoidance of doubt, you further acknowledge that will not be required to waive your rights to receive the obligations set forth in this payment under paragraphs 8(e)(iii) if you wish to be released from paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies7(a).

Survival; Modification of Terms. Your obligations under paragraphs 6(a7(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a7(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS the Company terminates your employment without Cause or you resign with Good Reason; and (y) you provide CBS the Company a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(Aparagraph 9(c)(i) through (D), paragraphs 7(c)(ii)(Aiii) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS the Company notifies you that it has, in its sole discretion, accepted your request. You and CBS the Company agree that the restrictions and remedies contained in paragraphs 6(a7(a) through (i) are reasonable and that it is your intention and the intention of CBS the Company that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that the Company and CBS conducts its conduct their business operations around the world and has have invested considerable time and effort to develop the international brand and goodwill associated with the “CBSCBS Outdoor” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 7 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companiesthe Company.

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Xxxxxxx X. Xxxxxxxx as of September 29, 2016 Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS terminates your employment without Cause or you resign with Good Reason; (y) you provide CBS a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(A) through (D), paragraphs 7(c)(ii)(A) through (D), paragraphs 7(f)(ii) through 7(f)(iii)(A) or paragraphs 7(k)(ii)(A), (B), (C), (D) and through (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your request. You and CBS agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.

Survival; Modification of Terms. Your The obligations set forth under paragraphs 6(a7(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a7(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS if you terminate your employment for Good Reason or the Company terminates your employment without Cause or and you resign with Good Reason; notify the Company in writing, prior to the Company’s payment of any severance benefits pursuant to paragraphs 8(e)(iii) through (yvii) and payable pursuant to terms of the Company’s Executive Severance Plan, you provide CBS a written notice indicating your desire to waive your right to receive, or to continue to receive, receive termination payments and benefits under paragraphs 7(b)(ii)(Ain accordance with paragraph 8(e)(iii) through (D), paragraphs 7(c)(ii)(Avii) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting payable pursuant to the terms of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your requestCompany’s Executive Severance Plan. You and CBS the Company agree that the restrictions and remedies contained in paragraphs 6(a7(a) through (ih) are reasonable and that it is your intention and the intention of CBS the Company that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that endFor avoidance of doubt, you further acknowledge that will not be required to waive your rights to receive the obligations set forth in this payment under paragraphs 8(e)(i) and (ii) if you wish to be released from paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies7(a).

Survival; Modification of Terms. Your Executive’s obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your Executive’s employment under this Agreement for any reason or the expiration of the Term; provided, however, that your Executive’s obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS OUTFRONT terminates your Executive’s employment without Cause or you resign with Good Reason; and (y) you provide CBS Executive provides OUTFRONT a written notice indicating your Executive’s desire to waive your his right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(A8(c)(i) through (D), paragraphs 7(c)(ii)(Aiv) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS OUTFRONT notifies you Executive that it has, in its sole discretion, accepted your Executive’s request. You Executive and CBS OUTFRONT agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your Executive’s intention and the intention of CBS OUTFRONT that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge Executive acknowledges that CBS OUTFRONT conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBSOUTFRONT” name. To that end, you Executive further acknowledge acknowledges that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS OUTFRONT and its affiliated companies.

Survival; Modification of Terms. Your The obligations set forth under paragraphs 6(a7(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a7(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS if you terminate your employment for Good Reason or the Company terminates your employment without Cause or and you resign notify the Company in writing, prior to the Company’s payment of any severance benefits in accordance with Good Reason; paragraph 8(e)(i) through (yviii) and pursuant to terms of the Company’s Executive Severance Plan, that you provide CBS a written notice indicating your desire have elected to waive your right to receive, or to continue to receive, receive termination payments and benefits under paragraphs 7(b)(ii)(Ain accordance with paragraph 8(e)(i) through (D), paragraphs 7(c)(ii)(A) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (Dviii) and (F), or continued vesting payable pursuant to the terms of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your requestCompany’s Executive Severance Plan. You and CBS the Company agree that the restrictions and remedies contained in paragraphs 6(a7(a) through (ih) are reasonable and that it is your intention and the intention of CBS the Company that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that endFor avoidance of doubt, you further acknowledge that will not be required to waive your rights to receive the obligations set forth in this payment under paragraph 6 are by necessity international in scope and necessary 8(e)(i) if you wish to protect the international operations and goodwill of CBS and its affiliated companiesbe released from paragraph 7(a).

Survival; Modification of Terms. Your The obligations set forth under paragraphs 6(a7(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a7(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS if you terminate your employment for Good Reason or the Company terminates your employment without Cause or and you resign notify the Company in writing, prior to the Company’s payment of any severance benefits in accordance with Good Reason; paragraph 8(e)(i) through (yvii) and pursuant to terms of the Company’s Executive Severance Plan, that you provide CBS a written notice indicating your desire have elected to waive your right to receive, or to continue to receive, receive termination payments and benefits under paragraphs 7(b)(ii)(Ain accordance with paragraph 8(e)(i) through (D), paragraphs 7(c)(ii)(A) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (Dvii) and (F), or continued vesting payable pursuant to the terms of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your requestCompany’s Executive Severance Plan. You and CBS the Company agree that the restrictions and remedies contained in paragraphs 6(a7(a) through (ih) are reasonable and that it is your intention and the intention of CBS the Company that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that endFor avoidance of doubt, you further acknowledge that will not be required to waive your rights to receive the obligations set forth in this payment under paragraph 6 are by necessity international in scope and necessary 8(e)(i) if you wish to protect the international operations and goodwill of CBS and its affiliated companies.be released from paragraph 7(a). Maxx Xxxx August 8, 2011

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS the Company terminates your employment without Cause or you resign with Good Reason; and (y) you provide CBS the Company a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(Aparagraph 8(c)(i) through (D), paragraphs 7(c)(ii)(Aiv) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS the Company notifies you that it has, in its sole discretion, accepted your request. You and CBS the Company agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS the Company that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS the Company conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBSCBS Outdoor” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of the Company, CBS and its affiliated companies.. Xxxxxxx Xxxxx as of February 17, 2014

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason Xxxxxx Xxxxxxx as of July 28, 2014 or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS the Company terminates your employment without Cause or you resign with Good Reason; and (y) you provide CBS the Company a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(Aparagraph 8(c)(i) through (D), paragraphs 7(c)(ii)(Aiii) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS the Company notifies you that it has, in its sole discretion, accepted your request. You and CBS the Company agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS the Company that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that the Company and CBS conducts its conduct their business operations around the world and has have invested considerable time and effort to develop the international brand and goodwill associated with the “CBSCBS Outdoor” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companiesthe Company.

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS Outdoor terminates your employment without Cause or Cause, you resign with terminate your employment for Good Reason; , or your employment with CBS Outdoor terminates under the circumstance described in paragraph 7(c)(i), (y) you provide CBS Outdoor a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(A) through (Dparagraph 7(b), paragraphs 7(c)(ii)(A) through (D7(c) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g7(f), as applicable; and (z) CBS Outdoor notifies you that it has, in its discretion, accepted your request. You and CBS Outdoor agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS Outdoor that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated Xxxxxx Male September 6, 2013 with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS, CBS Outdoor and its affiliated companiestheir respective Affiliated Companies.

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) Xxxxxxx Xxxxx as of November 25, 2013 shall cease if: (x) CBS the Company terminates your employment without Cause or you resign with Good Reason; and (y) you provide CBS the Company a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(Aparagraph 8(c)(i) through (D), paragraphs 7(c)(ii)(Aiv) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS the Company notifies you that it has, in its sole discretion, accepted your request. You and CBS the Company agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS the Company that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS the Company conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBSCBS Outdoor” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of the Company, CBS and its affiliated companies.

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS the Company terminates your employment without Cause or you resign with Good Reason; Reason and (y) you provide CBS the Company a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(Aparagraph 8(d)(i)(A) through (D), paragraphs 7(c)(ii)(A) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS the Company notifies you that it has, in its sole discretion, accepted your request. You and CBS the Company agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS the Company that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS Outdoor conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBSOutdoor” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of the Company, CBS and its affiliated companies.

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS terminates your employment without Cause or you resign with Good Reason; and (y) you provide CBS a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(Aparagraph 8(d)(i) through (Diii), paragraphs 7(c)(ii)(A) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its sole discretion, accepted your request. You and CBS agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS terminates your employment without Cause or you resign with Good Reason; (y) you provide CBS a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(A) through (D), paragraphs 7(c)(ii)(A) through (D) ), or paragraphs 7(k)(ii)(A7(j)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your request. You and CBS agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. Xxxxxxxx Xxxxxxxx as of January 1, 2019 You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your Xxxxxx X. Xxxxxxxxx As of November 17, 2008 obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS terminates your employment without Cause or you resign with Good Reason; and (y) you provide CBS a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(Aparagraph 8(d)(i) through (D), paragraphs 7(c)(ii)(Aiv) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its sole discretion, accepted your request. You and CBS agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.

Survival; Modification of Terms. Your The obligations set forth under paragraphs 6(a7(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a7(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS if you terminate your employment for Good Reason or the Company terminates your employment without Cause or and you resign with Good Reason; notify the Company in writing, prior to the Company’s payment of any severance benefits pursuant to paragraphs 8(e)(iii) through (yviii) and payable pursuant to terms of the Company’s Executive Severance Plan, you provide CBS a written notice indicating your desire to waive your right to receive, or to continue to receive, receive termination payments and benefits under paragraphs 7(b)(ii)(Ain accordance with paragraph 8(e)(iii) through (D), paragraphs 7(c)(ii)(Aviii) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting payable pursuant to the terms of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your requestCompany’s Executive Severance Plan. You and CBS the Company agree that the restrictions and remedies contained in paragraphs 6(a7(a) through (ih) are reasonable and that it is your intention and the intention of CBS the Company that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that endFor avoidance of doubt, you further acknowledge that will not be required to waive your rights to receive the obligations set forth in this payment under paragraphs 8(e)(i) and (ii) if you wish to be released from paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies7(a).

Survival; Modification of Terms. Your obligations under paragraphs 6(a7(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a7(a) (but not under any other provision of this Agreement) shall cease if: if (xa) you terminate this Agreement for “Good Reason” pursuant to paragraph 9 (b) or (b) CBS terminates your employment without Cause or you resign with Good Reason; Cause, and, in both instances (y) you provide CBS a written notice indicating your desire to waive your right Xx. Xxxxxx Xxxxx May 15, 2008 to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(Aparagraph 9(c)(i) through (Diii), paragraphs 7(c)(ii)(A) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its sole discretion, accepted your request. It is understood that if you provide written notice pursuant to (y) above, CBS will not accept such request if your intention is to accept employment or render services during the Term (nor may you do so) for any of the major competitors of CBS, CBS Interactive or CNET Networks. You and CBS agree that the restrictions and remedies contained in paragraphs 6(a7(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 7 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS terminates your employment without Cause or you resign with Good Reason; and (y) you provide CBS a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(Aparagraph 8(d)(i) through (D), paragraphs 7(c)(ii)(Aiv) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its sole discretion, accepted your request. You and CBS agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions Xxxxx X. Xxxxxxxx September 16, 2008 and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.

Survival; Modification of Terms. Your The obligations set forth under paragraphs 6(a7(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your Xxxxxx Xxxxxx September 1, 2013 obligations under paragraph 6(a7(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS if you terminate your employment for Good Reason or the Company terminates your employment without Cause or and you resign with Good Reason; notify the Company in writing, prior to the Company's payment of any severance benefits pursuant to paragraphs 8(e)(iii) through (yix) and payable pursuant to terms of the Company’s Executive Severance Plan, you provide CBS a written notice indicating your desire to waive your right to receive, or to continue to receive, receive termination payments and benefits under paragraphs 7(b)(ii)(Ain accordance with paragraph 8(e)(iii) through (D), paragraphs 7(c)(ii)(Aix) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting payable pursuant to the terms of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your requestCompany’s Executive Severance Plan. You and CBS the Company agree that the restrictions and remedies contained in paragraphs 6(a7(a) through (ih) are reasonable and that it is your intention and the intention of CBS the Company that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that endFor avoidance of doubt, you further acknowledge that will not be required to waive your rights to receive the obligations set forth in this payment under paragraphs 8(e)(i) and (ii) if you wish to be released from paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies7(a).

Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS the Company terminates your employment without Cause or you resign with Good Reason; and (y) you provide CBS the Company a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(Aparagraph 8(c)(i) through (D), paragraphs 7(c)(ii)(Aiii) through (D) or paragraphs 7(k)(ii)(A), (B), (C), (D) and (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS the Company notifies you that it has, in its sole discretion, accepted your request. You and CBS the Company agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS the Company that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that the Company and CBS conducts its conduct their business operations around the world and has have invested considerable time and effort to develop the international brand and goodwill associated with the “CBS Outdoor” and “CBS” namenames. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of the Company, CBS and its affiliated companies.