Philippe Dauman Entitled to $58M Viacom Severance Payment, Board Summons Paramount Management

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Sumner and Shari Redstone and Philippe Dauman

The company in a regulatory filing says Paramount management will provide the Viacom board with a business update and may face more board oversight.

Viacom in a regulatory filing early Tuesday published details of the settlement agreement with controlling shareholder Sumner Redstone that includes the previously announced departure of Philippe Dauman as president and CEO.

The filing confirms that as part of his estimated $72 million-plus exit package Dauman is entitled to a severance payment of $58 million. Of that, $46.4 million "shall be payable on the release date," with the rest "paid in accordance with Viacom’s regular payroll practices over a period of approximately 29 months."

In addition to that payment, he will get a prorated bonus with a target of $20 million for the current fiscal year, and money from stock options and performance-based restricted stock units. In addition, "Viacom shall continue to provide Dauman with no less than $5 million in life insurance," according to the filing.

Tuesday's filing also said that Dauman shall provide the Viacom board with "a status update as to any potential Paramount investment....no later than Sept. 7, 2016." The update "shall include an identification of potential investors and the current status of those discussions, and Dauman shall thereafter keep the board informed on a regular basis as to such matters." 

Interim Viacom CEO Tom Dooley, in conjunction with the chair of the governance committee of the board, is tasked with scheduling a meeting "as soon as reasonably practicable for the management of Paramount to meet with the Viacom board for an information session and status update, including a Q&A session as may be requested by members of the Viacom board, regarding the Paramount business, which shall include a presentation with respect to the material revenue sources of the Paramount business, Paramount’s 2016 and 2017 budgets (including actual operating performance for the fiscal year ending September 2016), and a review of current and planned business activities in such level of detail as the Viacom board may request," the filing said.

It added that the Viacom board may then determine "that prior to a Paramount entity entering into certain categories of ordinary course transactions (e.g. disposing of rights in particular properties or entering into, extending, modifying, or terminating certain types of co-production, co-financing, or other financing activities, significant output agreements or distribution services agreements in domestic and major international territories, “first look” or term deals with particular talent, etc.), Paramount’s management shall consult with, and in some cases, as determined by the Viacom Board, obtain the prior approval of, the Viacom board."

Over a three-year period, Viacom also promised Dauman "use of suitable and appropriate office facilities outside of the Viacom offices to be determined by Dauman and Viacom and continued use of Rosemarie Cresswell (or a replacement designated by Dauman at his discretion) as Dauman’s personal secretary to be compensated at an annual rate of $165,405 (subject to increase at the same rate and with the same frequency as given to similarly situated secretaries at Viacom)."

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