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CBS Puts $120 Million in Trust for Moonves Settlement

CBS announced today it will put $120 million in trust for Leslie Moonves in the event he is not terminated for cause. You can read the document filed with the SEC today here.

Moonves' 75 page employment agreement from May, 2017 specifies what constitutes termination for cause in Paragraph 10 (a): [More...]

(a) Termination for Cause. Employer may, at its option, terminate your employment for Cause (as defined below). For purposes of this Agreement, termination of your employment for “Cause” shall mean termination of your employment due to any of the following:

(i) your engaging or participating in intentional acts of material fraud against the Company;
(ii) your willful misfeasance having a material adverse effect on the Company (except in the event of your incapacity as set forth in paragraph (9);
iii) your conviction of a felony;
iv) your willful unauthorized disclosure of trade secret or other confidential material
information of the Company having a material adverse effect on the Company;
(v) your terminating your employment without Good Reason (as defined below) other than for death or incapacity pursuant to paragraph 9 (it being understood that your terminating your employment during the Original Employment Term without Good Reason prior to the end of the Original Employment Term shall constitute Cause);
(vi) your willful and material violation of any policy of the Company that is generally applicable to all employees or all officers of the Company (including, but not limited to, policies concerning insider trading or sexual harassment, Supplemental Code of Ethics for Senior Financial Officers, and Employer’s Business Conduct Statement), provided that such violation has a material adverse effect on the Company;
(vii) your willful failure to cooperate fully with a bona fide Company internal investigation or an investigation of the Company by regulatory or law enforcement authorities whether or not related to your employment with the Company (an “Investigation”), after being instructed by the Board to cooperate or your willful destruction of or knowing and intentional failure to preserve documents or other material known by you to be relevant to any Investigation; or
(viii) your willful and material breach of any of your material obligations hereunder.

It seems to me only (vi) could apply:

  • (vi) your willful and material violation of any policy of the Company that is generally applicable to all employees or all officers of the Company (including, but not limited to, policies concerning insider trading or sexual harassment, Supplemental Code of Ethics for Senior Financial Officers, and Employer’s Business Conduct Statement), provided that such violation has a material adverse effect on the Company;

What's curious is it lacks a time reference. Don't his acts have to occur during the time he's employed with them? For example, in order for him to have willfully violated a CBS policy, he would have to have been a CBS employee -- otherwise he wouldn't know what CBS policy is to have violated it and it couldn't be willful.

CBS announcement yesterday is here. The Separation and Release agreement is here. The Redstone settlement agreement is here.

I think all the accusations older than 1995 when he joined CBS are not grounds for termination. How many claims does that leave? None in yesterday's expose in the New Yorker from what I can tell, and just a few in the first article.

Unless the investigators come up with more than was reported in the two New Yorker articles, I think Moonves will prevail.

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  • Display: Sort:
    Based on (none / 0) (#1)
    by KeysDan on Thu Sep 13, 2018 at 02:52:09 PM EST
    NYTimes reporting, the CBS Board is saying that it is all but certain that CBS will pay Moonves nothing.  It appears that Moonves did him self in by misleading his Board...more so than by the allegations of sexual harassment/assault.

    During the internal investigation and after getting the Board to enter a lawsuit to dilute Miss Redstone's influence, Moonves did not reveal to the Board that one accuser was threatening to go public with her claims.  Instead of reporting the situation, Moonves was in the process of trying to find the woman a job at CBS in order to gain her continuing silence.

    Jeff Fager, executive producer of CBS's "60 Minutes" was also fired for sending an electronic message to a CBS correspondent, Jessika Duncan, regarding her reporting on allegations of Fager's sexual harassment. Apparently, Fager was alleged to have roaming hands among other things. He was fired for violating texting rules, perhaps one that frowns on texting while cornered. Also, there may be a policy in some handbook that advises not to respond to accusations of retaliation with a threat of retaliation.

    In Fager's text, he gave Miss Duncan a journalism lesson/threat: " If you report these false accusations without any of your own reporting to back them up you will be held responsible for harming me.  Be careful.  There are people who lost their jobs trying to harm me and if you pass on their damaging claims without your own reporting to back them up that will become a serious problem."

    odd (none / 0) (#2)
    by Pusat HT on Fri Sep 21, 2018 at 11:20:24 PM EST
    site violator (none / 0) (#3)
    by fishcamp on Sat Sep 22, 2018 at 08:52:41 AM EST