Chairman emeritus clause samples

In May 2018, the Company’s former Chief Executive Officer became the Company’s Chairman Emeritus. As part of this transition, restricted stock units issued under the Equity Incentive Plan in 2016, 2017, and 2018 were fully-vested. The modification resulted in $693.5 thousand of additional expense. In addition, all SSARs awarded under the Stock Appreciation Rights Plan were considered fully-vested. This modification resulted in $430.3 thousand of additional expense. All awards were converted to common stock and 101,178 common shares were issued. The Chairman Emeritus Agreement also granted 100,000 SSARs that will vest equally over five years.

EX-10.B 3 cbs_ex10b-033116.htm EXHIBIT 10.B Exhibit Exhibit 10(b)Summary of Compensation for Sumner M. Redstone, Chairman EmeritusAs previously disclosed, on February 2, 2016, Sumner M. Redstone resigned from his position as Executive Chairman of the Board of Directors (the “Board”) of CBS Corporation (the “Company”), and on February 3, 2016, the Board appointed Mr. Redstone to the position of Chairman Emeritus. In connection with this appointment, Mr. Redstone will continue his employment with the Company as an at-will employee and will continue to serve as a director of the Company. In addition, the Compensation Committee of the Board approved a new compensation arrangement with Mr. Redstone as follows:•Mr. Redstone will receive an annual payment of $1 million, payable in accordance with the Company’s customary payroll practices, for his continuing role with the Company as Chairman Emeritus who will be available for advice and consultation, and in recognition of many years of leadership as Executive Chairman of the Board and his significant historical contributions to the Company during his previous executive positions. •Mr. Redstone will continue to be eligible to participate in the Company-sponsored benefits and deferred compensation programs and other benefits, including indemnification and life insurance during his employment, that were previously available to him under his prior employment agreement. A copy of Mr. Redstone’s prior employment agreement dated December 29, 2005 has been filed with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 30, 2005; a copy of the letter agreement dated March 13, 2007 amending the prior employment agreement has been filed with the Securities and Exchange Commission as Exhibit 10 to the Company’s Current Report on Form 8-K filed March 16, 2007; and a copy of the letter agreement dated December 10, 2008 further amending the prior employment agreement has been filed with the Securities and Exchange Commission as Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

As of December 31, 2018, Dr. Caruso may be deemed the beneficial owner of 2,054,627 shares of common stock. He individually holds 15,457 shares and holds options to purchase 9,941 shares of common stock that are exercisable within 60 days of February 1, 2019. Tru St Partnership LP (“Tru St”) may be deemed the beneficial owner of 1,997,068 shares of common stock. Dr. Caruso is the Chairman Emeritus of Provco Leasing Corporation (‘Provco Leasing”) Provco Leasing is the corporate general partner of Tru St. Provco Leasing is also the beneficial owner of 2,004,847 shares of common stock. The Uncommon Individual Foundation is the beneficial owner of 24,382 shares of common stock as of December 31, 2018. Dr. Caruso is the founder and chief executive officer of The Uncommon Individual Foundation. At the quarterly board meeting of The Uncommon Individual Foundation currently scheduled for February 12, 2019, Dr. Caruso will step down from his positions of The Uncommon Individual Foundation and be given the honorary title of Chairman Emeritus. Dr. Caruso disclaims beneficial ownership of shares held by Tru St, Provco Leasing and The Uncommon Individual Foundation.

As of December 31, 2018, Dr. Caruso may be deemed the beneficial owner of 12,176,206 shares of common stock. He individually holds 134,134 shares and holds options to purchase 59,662 shares of common stock that are exercisable within 60 days of February 1, 2019. Tru St Partnership LP (“Tru St”) may be deemed the beneficial owner of 11,982,410 shares of common stock. Dr. Caruso is the Chariman Emeritus of Provco Leasing Corporation (“Provco Leasing. Provco Leasing is the corporate general partner of Tru St. Provco Leasing is also the beneficial owner of 0 shares of common stock. The Uncommon Individual Foundation is the beneficial owner of 0 shares of common stock as of December 31, 2018. Dr. Caruso is the founder and chief executive officer of The Uncommon Individual Foundation. At the quarterly board meeting of The Uncommon Individual Foundation currently scheduled for February 12, 2019, Dr. Caruso will step down from his positions of The Uncommon Individual Foundation and be given the honorary title of Chairman Emeritus. Dr. Caruso disclaims beneficial ownership of shares held by Tru St, Provco Leasing and The Uncommon Individual Foundation except to the extent of his pecuniary interest therein.

EX-10.3(A) 3 pennex103a123119.htm EXHIBIT 10.3(A) Exhibit Exhibit 10.3(a)AMENDMENT TO PENN NATIONAL GAMING, INC. 2018 LONG TERM INCENTIVE COMPENSATION PLANThis Amendment (the “Amendment”) amends the Penn National Gaming, Inc. 2018 Long Term Incentive Compensation (the “Plan”), effective December 27, 2019.RECITALSThe Board of Directors of Penn National Gaming, Inc. has approved this Amendment to the Plan. NOW, THEREFORE, the Plan is hereby amended as follows:1.The definition of “Director” in Section 2.1 of the Plan is hereby deleted in its entirety and replaced with the following language: “Director. A member of the Board who is not also and employee of the Company or any Subsidiary, and, for purposes of this Plan, any director emeritus or chairman emeritus.”2.The definition of “Board” in Section 2.1 of the Plan is hereby deleted in its entirety and replaced with the following language:“Board. The Board of Directors of the Company, as it may be constituted from time to time. For the avoidance of doubt, the Board shall not include any director emeritus or chairman emeritus.” 3.Except as amended as set forth in this Amendment, the Plan remains in full force and effect. 4.This Amendment shall be governed by and construed in conformity with, the internal laws of the Commonwealth of Pennsylvania without regard to any of its conflict of laws principles.

Mr. Adams is our Chairman Emeritus. Includes 666,468 shares of common stock accumulated under the KSOP.Also includes 1,539,386 shares of common stock and 96,480 shares of ClassA common stock owned by Mr. Adams’ spouse separately and as to which Mr. Adams disclaims beneficial ownership. A conservatorship was established on November 7, 2011, to manage Mr. Adams’ affairs, with Mrs. Adams and Mr. Baker as co-conservators, as a result of the impairment of Mr. Adams’ health related to his previously disclosed stroke. Mr. Adams continues to consult regularly with the Company, and it is expected that he will continue to do so for as long as he is able. Pursuant to the conservatorship, Mr. Baker and Mrs. Adams have the exclusive power to vote or direct the voting of Mr. Adams’ shares. While they also have dispositive power over such shares, disposition of such shares may require court approval in accordance with Mississippi conservatorship laws.

Mr.Laurent Beaudoin, former Chairman of the Board, did not stand for re-election and has been appointed Chairman Emeritus. BRP would like to thank Mr.Laurent Beaudoin for his immeasurable contribution to the Company and looks forward to continuing to receive his guidance, support and insight as Chairman Emeritus.

As of December 31, 2019, Dr. Caruso may be deemed the beneficial owner of 2,049,607 shares of common stock. He individually holds 15,457 shares and holds options to purchase 4,921 shares of common stock that are exercisable within 60 days of February 1, 2020. Tru St Partnership LP (“Tru St”) may be deemed the beneficial owner of 1,997,068 shares of common stock. Dr. Caruso is the Chairman Emeritus of Provco Leasing Corporation (‘Provco Leasing”) Provco Leasing is the corporate general partner of Tru St. Provco Leasing is also the beneficial owner of 2,004,847 shares of common stock. The Uncommon Individual Foundation is the beneficial owner of 24,382 shares of common stock as of December 31, 2019. Dr. Caruso is the founder and chief executive officer of The Uncommon Individual Foundation. At the quarterly board meeting of The Uncommon Individual Foundation held on February 12, 2019, Dr. Caruso stepped down from his positions of The Uncommon Individual Foundation and was given the honorary title of Chairman Emeritus. Dr. Caruso disclaims beneficial ownership of shares held by Tru St, Provco Leasing and The Uncommon Individual Foundation.