Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - Viacom Inc. | exhibit992.htm |
| 8-K - FORM 8-K - Viacom Inc. | form8-k07x15x2016.htm |
Exhibit 99.1
July 15, 2016
By Hand Delivery
Michael D. Fricklas
Executive Vice President, General Counsel
Viacom Inc.
1515 Broadway
New York, NY 10036
Re Philippe Dauman – Reservation of Rights
Dear Mr. Fricklas:
We write on behalf of our client, Philippe Dauman, who is highly engaged in overseeing Viacom’s operations and is committed to pursuing and executing Viacom’s strategic plan for the duration of his employment agreement dated January 15, 2015 (“Employment Agreement”). The purpose of this letter is to avoid any waiver of Mr. Dauman’s rights under that agreement.
As you know, on June 16, 2016: (i) a purported shareholder consent by National Amusements, Inc. (“NAI” and such consent the “NAI Consent”) was delivered, declaring the removal of George Abrams, Philippe Dauman, Blythe McGarvie, Frederic Salerno, and William Schwartz from the Board of Directors of Viacom (the “Board”); and (ii) an action was brought by NAI seeking a declaratory judgment to confirm the validity of such removal and seeking a status quo order preserving the position of those Board members in office immediately prior to the delivery of the NAI Consent. On the same day, Frederic Salerno brought an action against NAI seeking a judicial declaration that
2
the referenced NAI consent was executed without proper authorization and is therefore invalid, and also seeking an order preserving the status quo ante pending resolution of the complaint. A single status quo order (the “Status Quo Order”) was approved by Judge Andre G. Bouchard of the Delaware Court of Chancery on June 27, 2016, and the two actions were coordinated for purposes of the proceedings.
If the June 16, 2016 purported removal of Mr. Dauman as Executive Chairman of the Board were valid, it would provide him with “Good Reason” to terminate his employment pursuant to Paragraphs 9(b)(ii)(B) and 9(b)(iii) of the Employment Agreement. Pursuant to Paragraph 9(b) of the Employment Agreement, a “Good Reason” event is waived unless (i) Mr. Dauman notifies Viacom within 30 days after he becomes aware of the occurrence of such “Good Reason” event, (ii) Viacom is given a 30-day period after such notice to cure the “Good Reason” event, if capable of cure, and (iii) an effective date of resignation from employment for Good Reason is set forth in the notice to Viacom (such effective date to be not earlier than immediately after the cure period ends).
Mr. Dauman and we believe that NAI has acted improperly and that its purported removal of Mr. Dauman and the other directors is ineffective. Further, we believe that even if such removal had been effective, the Status Quo Order has “cured” the removal within the meaning of the Employment Agreement. However, in light of the pending legal actions, it is unclear whether, for purposes of the Employment Agreement’s “Good Reason” provisions, the operative date of Mr. Dauman’s removal should be regarded as June 16, 2016, or the date on which there is entry of a judicial order from which no appeal may be taken establishing the validity of the purported removal of him as Executive Chairman of the Board (a “Final Removal Order”). Accordingly, in order to preserve his rights under the Employment Agreement, we hereby notify you on behalf of Mr. Dauman that “Good Reason” has been established with effect on June 16, 2016 at the earliest, and that Viacom’s obligation to cure has been triggered with effect today at the earliest. Mr. Dauman’s effective date of resignation for Good Reason is the later of August 15, 2016 (that is, 31 days after today) or 31 days after the entry of a Final Removal Order; but in each case the resignation shall not take effect on the specified date if he is, or has been, reinstated as Executive Chairman within the applicable 31-day period.
Notwithstanding the foregoing, if, prior to the effective date of Mr. Dauman’s resignation, there is an entry of a judicial order from which no appeal may be taken establishing the invalidity of his removal as Executive Chairman of the Board, his resignation of employment shall not take effect.
This letter is without prejudice to any and all rights and claims Mr. Dauman may have against Viacom and its affiliates and is in no way intended to limit or waive any such right or claim, including without limitation to the foregoing, any claim relating to actions taken to remove Mr. Dauman from the Board and/or his right to resign at some future date following the occurrence of an event which would constitute “Good Reason”
3
under any of the provisions in Paragraph 9(b) of the Employment Agreement, all of which are specifically reserved. For the avoidance of doubt, this letter does not constitute any waiver of claims asserted by Mr. Dauman and certain other parties in the litigation Dauman and Abrams v. Redstone et al.¸Docket No. 16E020QC, pending in the Probate and Family Court of the State of Massachussets, Norfolk Count.
Very truly yours,
/s/ Robert C. Fleder
Robert C. Fleder
cc: | Philippe P. Dauman |
Robert B. Schumer, Esq. | |