Viacom Enters Into Employment Agreement With CEO Robert Bakish

(RTTNews) - Viacom Inc. (VIAB, VIA) disclosed in a regulatory filing that on January 6, 2017, the company entered into an employment agreement with Robert Bakish, reflecting Mr. Bakish's appointment as Viacom's President and Chief Executive Officer and election as a member of the Board of Directors of Viacom effective as of December 12, 2016, and a letter agreement with Bakish relating to certain terms of his annual compensation for 2017.

In connection with the Employment Agreement and the Letter Agreement, Mr. Bakish's previous employment agreements, dated as of October 31, 2016, reflecting his appointments as President and Chief Executive Officer of the Viacom Global Entertainment Group and as Viacom's Acting President and Chief Executive Officer, were terminated.

As per to the Employment Agreement and the Letter Agreement, Mr. Bakish will serve as Viacom's President and Chief Executive Officer through December 31, 2019.

Bakish's annual base salary will be $3 million per year, subject to annual merit reviews by the Compensation Committee of the Viacom Board of Directors.

Bakish's target annual cash bonus under Viacom's Senior Executive Short-Term Incentive Plan or the "SESTIP" will be $7 million, subject to the achievement of performance goals established by the Compensation Committee. The target bonus amount is subject to annual merit reviews by the Compensation Committee. Mr. Bakish's cash bonus under the SESTIP for fiscal year 2017 will be reduced by $250,000 to reflect compensation payments previously made to Mr. Bakish under the October 2016 Agreements.

Bakish will receive annual grants of equity compensation with a target value of $10 million under Viacom's Long-Term Management Incentive Plan or the "LTMIP", comprised of a grant of Performance Share Units ("PSUs") with a value equal to $5 million on January 1 of each year and a grant of stock options with a Black-Scholes value equal to $5 million on the same day that the Compensation Committee makes its annual grant of equity awards to employees generally.

As previously reported, pursuant to the October 2016 Agreements, on November 10, 2016, Mr. Bakish received a grant of equity compensation with a value of $3.25 million as part of his 2017 LTMIP award, comprised of 40% stock options and 60% restricted share units, pursuant to the October 2016 Agreements.

On January 9, 2017, Mr. Bakish received a grant of equity compensation with a value of $6.75 million representing the balance of his 2017 LTMIP award, comprised of 50% stock options and 50% PSUs.

Bakish will continue to be eligible to participate in Viacom's retirement and other employee benefit plans for which he qualifies pursuant to the terms of the applicable plan, and he will receive life insurance coverage in the amount of $5 million.

Bakish succeeded interim CEO Tom Dooley, who took over after Philippe Dauman was ousted amid a power struggle that vaulted his rival, Shari E. Redstone, to a new position of power within her family's $40 billion media empire.

Ms. Redstone, the board's nonexecutive vice chair, is the daughter of Sumner Restone, Viacom's founder and chairman emeritus.