$CBS and Viacom $VIAB $VIA merging is potentially a value-creating step for shareholders. As one user points out, Shari's been less hostile in allowing market forces to bring the companies together:>> Shari has handled herself better than Les throughout this whole ordeal; she was willing to make concessions pertaining to the merger if reports from just a couple of weeks ago were to go by. If she had wanted a merger, then she would’ve gone hostile sometime over the last two years. At the end of the day, CBS is a strong network in a world that’s moving away from network and cable television. But best of luck to them trying to figure out how to best compete with Netflix, a potentially stronger Disney or Comcast, and new competitors from Silicon Valley. <<The CEO may make out like a bandit either way unless he resigns. Another user dug this out from the annual report:>> http://bit.ly/2rR42yC In case anyone is wondering about Les Moonves's payday if he gets fired (or quits because things are just changing too much): "(ii) Termination without Cause or Resignation with Good Reason. In the event that Employer terminates your employment without Cause, or if you resign your employment for Good Reason, you shall be entitled to receive the following: (a)Employer will pay and provide your Limited Accrued Compensation and Benefits, plus any unpaid amounts to which you are entitled to reimbursement pursuant to paragraph 6(b) that were incurred prior to your Termination Date (together, the “Accrued Compensation and Benefits”); (b)Employer will pay you a Bonus for the calendar year in which you terminate employment, such Bonus to be determined based on actual performance pursuant to the performance goal(s) described in paragraph 3(b)(i) hereof, and then prorated based on the number of calendar days of such year elapsed through the date of your termination of employment (the “Pro-Rata Bonus”); (c)Employer will pay you a cash severance amount (the “Severance Payment”) equal to three (3) times the sum of: (i) your Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and (ii) the average of the annual Bonuses payable to you (whether or not actually paid) with respect to the last three completed calendar years prior to the Termination Date; provided, that for purposes of determining the average annual Bonus under clause (ii), the term “Bonus” shall mean for each applicable calendar year the total amount designated by the Compensation Committee as your Bonus for such calendar year, whether paid in cash, stock, stock options or stock awards or a combination thereof, and including any portion awarded as a Creative Bonus; (d)All of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding Employer stock options that have previously vested will remain exercisable for the greater of the period provided in accordance with the provisions of grant, or for three (3) years from the end of Employment Term, but not beyond their normal expiration date; (e)All of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and, subject to any prior deferral election, be settled within ten (10) business days after your Termination Date; provided, however, that in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such award under Section 162(m) of the Code, such award shall vest if and to the extent the Compensation Committee certifies that a level of the performance goal(s) relating to such award has been met for the calendar year of termination, and, to the extent applicable, shall, subject to any prior deferral election, be settled within ten (10) business days thereafter, but in no event later than March 15th of the calendar year after the calendar year in which the award was granted; provided, further, that in the event and to the extent that compliance with the performance-based compensation exception under Section 162(m) of the Code is not required in order to ensure the deductibility of any such equity awards, such equity awards shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) and, subject to any prior deferral election, be settled within ten (10) business days thereafter; (f)You shall be provided, without charge to you, in either New York or Los Angeles at your election, suitable and appropriate office facilities (at a location within such city to be determined by Employer) and a personal secretary (who may be your choice of one of your personal secretaries providing services to you during the Employment Term, to be compensated at the same compensation and benefits cost to Employer in effect immediately prior to your termination), until the conclusion of the Original Employment Term, or earlier upon your death, provided that nothing in this paragraph shall create any rights that are duplicative with any rights set forth in any other paragraph of this Agreement; (g)Employer will continue to provide you with life insurance coverage as set forth in paragraph 5(b), at the same level of coverage that was in effect immediately prior to the Termination Date and on terms and conditions under which the life insurance is provided that are no less favorable to you than those in effect immediately prior to the Termination Date, until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage as the coverage that was in effect at the time of your termination, from a third party employer at such employer’s expense; provided, however, that Employer may decrease the amount of premiums it pays towards life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, combined with the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount of coverage that was in effect for you at the time of your termination as a result of Employer’s obligations as set forth in paragraph 5(b); (h)You and your eligible dependents shall be entitled to continued participation at your sole cost, in all medical, dental and hospitalization benefit plans or programs (the “Health and Welfare Benefits”) in which you and/or they were participating on the date of the termination of your employment until the earlier of (i) 36 months following termination of your employment and (ii) the date, or dates, you receive equivalent coverage and benefits under the plans and programs of a subsequent employer (the “Continuation Period”); but only to the extent that you make a payment to Employer in an amount equal to the monthly premium payments (both the employee and employer portion) required to maintain such coverage for a similarly situated active employee (and such employee’s dependents) of Employer on or before the first day of each calendar month commencing with the first calendar month following the Termination Date and Employer shall reimburse you (on a tax-grossed up basis) for the amount of such premiums, if any, in excess of any employee contributions necessary to maintain such coverage for the Continuation Period; provided, however, that, in the event Employer is unable to provide you with the Health and Welfare Benefits during the Continuation Period under the terms of the applicable Employer plan(s), Employer shall obtain comparable coverage for you and your dependents at no additional cost to you (including on a tax-grossed up basis, if applicable) during the Continuation Period. The period of continuation coverage to which you are entitled under Section 4980B(f) of the Code shall run concurrently with the Continuation Period; (i)For purposes of calculating your plan benefit under any SERP, you shall be credited with additional age and service credit equal to the lesser of (i) three (3) years or (ii) the period elapsed from the Termination Date to the end of the Original Employment Term (the “SERP Credit”); (j)You will receive a cash payment equal to Fifteen Million Dollars ($15,000,000), if your Termination Date occurs prior to the 2021 RSU Grant Date; provided, that if your employment terminates pursuant to paragraph 10(b), the amount set forth in this clause (j) shall be prorated based on the number of days which has elapsed during the 12-month period beginning on the RSU Grant Date immediately preceding your Termination Date (if your Termination Date occurs prior to the 2018 Grant Date, the last Annual RSU Grant Date shall be deemed to be February 23, 2017); (k)If, following your termination of employment pursuant to paragraph 10(b) or 10(c), you do not notify Employer within thirty (30) days following your Termination Date that you wish to provide Producer Services (as defined in and in accordance with paragraph 12(c)), you will receive a payment equal to Ten Million Dollars ($10,000,000). Your receipt of such payment constitutes a waiver of any claims, whether known or unknown, that you may have against Employer related to a Production Agreement (as defined in paragraph 12(c)); and (l)You will receive (x) grants of shares of Class B Common Stock earned as the Performance Awards (if any) pursuant to (and at the time provided in) Schedules A, B and C, and (y) payment of the Cash Performance Award (if any) pursuant to (and at the time provided in) Schedule D, in each case subject to paragraphs 10(d)(iv) and 10(d)(v)." Yes, it does say a cash severance of three times his salary in part (c). That is over $200M right there, not including bonuses, stock options, perks, benefits, retirement plans, etc. etc. etc. One might wonder what type of board approves the type of incentive structure for an executive to do just enough to get himself fired without cause or create a situation that allows him to trigger one of the rather generous Good Reasons (see filing in link) to quit and trigger a massive payout by the company. Apparently, the answer is the same type of board that votes to dilute its own controlling shareholder.<< $VIA, Viacom Inc. / H1 Related:Disney $DIS sub-$100 is a clear BUY. ESPN is shrinking and still much of revenue but Star Wars and the theme parks are cash cows. Comcast $CMCSA is at a discount. $CMCSA, Comcast Corporation / H1