Philippe Dauman Tells Viacom He Reserves Right to Resign With "Good Reason"

The move protects a potential massive severance package.
David Livingston/Getty Images; Anthony Harvey/Getty Images for MTV
Sumner Redstone (left), Philippe Dauman

Viacom CEO Philippe Dauman is preparing for the day that he might wish to resign. If he does, he'll want to protect his substantial severance package.

On Monday, Viacom filed with the SEC a letter the exec's attorney wrote on July 15 to the company. The letter references Dauman's battles with the Sumner Redstone family and their attempted removal of him as a board member of National Amusements. This subject is currently being fought over in courts in Massachusetts, Delaware and California, and while there's nothing in today's letter indicating that Dauman is giving up, Dauman is putting the company on notice that he's reserving the right to resign with "good reason."

Under his employment agreement, Dauman is allowed to resign with "good reason" if he's not re-elected as Viacom CEO or if he's not re-elected to the board. In such scenarios, Dauman would walk away with three years' worth of salary and bonus — which amounts to nearly $100 million.

There's the issue of timing.

Dauman's removal from the board came via a National Amusements letter dated June 16, but a Delaware Court has entered a Status Quo Order that preserves the board as currently constituted. However, Dauman must notify Viacom within 30 days after he becomes aware of an occurrence of a "good reason" event and Viacom then gets another 30 days to cure the event.

As such, Dauman's lawyer tells Viacom, "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."

Viacom chief operating officer Thomas Dooley also has rendered a similar letter.

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