SEC Info - Viacom Inc. - ‘10-Q’ for 6/30/16

SEC Info℠

Home

Help

Please Sign In

Viacom Inc. – ‘10-Q’ for 6/30/16 – ‘EX-10.6’

On: Thursday, 8/4/16, at 10:56am ET · For: 6/30/16 · Accession #: 1339947-16-99 · File #: 1-32686

  As Of               Filer                 Filing    For·On·As Docs:Size

 8/04/16  Viacom Inc.                       10-Q        6/30/16   65:5.9M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    510K 
 2: EX-3.2      Articles of Incorporation/Organization or Bylaws    HTML     81K 
                -- exhibit32                                                     
 3: EX-10.1     Material Contract -- exhibit10-1                    HTML     21K 
 4: EX-10.2     Material Contract -- exhibit10-2                    HTML     50K 
 5: EX-10.3     Material Contract -- exhibit10-3                    HTML     55K 
 6: EX-10.4     Material Contract -- exhibit10-4                    HTML     42K 
 7: EX-10.5     Material Contract -- exhibit10-5                    HTML     57K 
 8: EX-10.6     Material Contract -- exhibit10-6                    HTML     29K 
 9: EX-10.7     Material Contract -- exhibit10-7                    HTML     28K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     25K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     25K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     20K 
13: EX-32.2     Certification -- §906 - SOA'02                      HTML     20K 
20: R1          Document entity information                         HTML     46K 
21: R2          Consolidated Statements of Earnings (Unaudited)     HTML     81K 
22: R3          Consolidated Statements of Comprehensive Income     HTML     47K 
                (Unaudited)                                                      
23: R4          Consolidated Balance Sheets (Unaudited)             HTML    123K 
24: R5          Consolidated Balance Sheet (Parenthetical)          HTML     29K 
                (Unaudited)                                                      
25: R6          Consolidated Statements of Cash Flows (Unaudited)   HTML     92K 
26: R7          Description of Business and Basis of Presentation   HTML     35K 
27: R8          Inventory                                           HTML     44K 
28: R9          Debt                                                HTML     64K 
29: R10         Pension and Other Postretirement Benefits           HTML     42K 
30: R11         Redeemable Noncontrolling Interest                  HTML     33K 
31: R12         Commitments and Contingencies                       HTML     55K 
32: R13         Stockholders' Equity                                HTML     64K 
33: R14         Restructuring                                       HTML     41K 
34: R15         Earnings Per Share                                  HTML     40K 
35: R16         Supplemental Cash Flow and Other Information        HTML     36K 
36: R17         Fair Value Measurements                             HTML     60K 
37: R18         Reporting Segments                                  HTML    118K 
38: R19         Related Party Transactions                          HTML    107K 
39: R20         Inventory (Tables)                                  HTML     43K 
40: R21         Debt (Tables)                                       HTML     58K 
41: R22         Pension and Other Post Retirement (Tables)          HTML     41K 
42: R23         Redeemable Noncontrolling Interest (Tables)         HTML     32K 
43: R24         Stockholders' Equity (Tables)                       HTML     62K 
44: R25         Restructuring Rollforward (Tables)                  HTML     40K 
45: R26         Earnings Per Share (Tables)                         HTML     38K 
46: R27         Supplemental Cash Flow and Other Information        HTML     25K 
                (Tables)                                                         
47: R28         Fair Value Measurements (Tables)                    HTML     52K 
48: R29         Reporting Segments (Tables)                         HTML    118K 
49: R30         Related Party Transactions (Tables)                 HTML    101K 
50: R31         Description of Business and Basis of Presentation   HTML     30K 
                (Details)                                                        
51: R32         Inventory (Details)                                 HTML     48K 
52: R33         Debt (Details)                                      HTML    127K 
53: R34         Pension and Other Post Retirement (Details)         HTML     32K 
54: R35         Redeemable Noncontrolling Interest (Details)        HTML     30K 
55: R36         Commitments and Contingencies (Details)             HTML     32K 
56: R37         Stockholders' Equity (Details)                      HTML     62K 
57: R38         Restructuring Reserve Rollforward (Details)         HTML     33K 
58: R39         Earnings Per Share (Details)                        HTML     30K 
59: R40         Supplemental Cash Flow and Other Information        HTML     52K 
                (Details)                                                        
60: R41         Fair Value Measurements (Details)                   HTML     43K 
61: R42         Reporting Segments (Details)                        HTML     90K 
62: R43         Related Party Transactions (Details)                HTML     62K 
64: XML         IDEA XML File -- Filing Summary                      XML     96K 
63: EXCEL       IDEA Workbook of Financial Reports                  XLSX     57K 
14: EX-101.INS  XBRL Instance -- viab-20160630                       XML   1.62M 
16: EX-101.CAL  XBRL Calculations -- viab-20160630_cal               XML    182K 
17: EX-101.DEF  XBRL Definitions -- viab-20160630_def                XML    312K 
18: EX-101.LAB  XBRL Labels -- viab-20160630_lab                     XML   1.11M 
19: EX-101.PRE  XBRL Presentations -- viab-20160630_pre              XML    575K 
15: EX-101.SCH  XBRL Schema -- viab-20160630                         XSD    149K 
65: ZIP         XBRL Zipped Folder -- 0001339947-16-000099-xbrl      Zip    154K

‘EX-10.6’ — Material Contract — exhibit10-6

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

Exhibit 10.6

AGREEMENT

This agreement (the "Agreement") is entered into this 13^th day of June, 2016, between Viacom Inc. ("Viacom") and George Abrams ("Abrams") in the following context:

Abrams is a Viacom director;

Pursuant to the purported exercise of authority by Sumner M. Redstone ("Mr. Redstone"), notice was given to Abrams and fellow Viacom director, Philippe Dauman ("Dauman"), purporting to remove them as trustees of the Sumner M. Redstone National Amusements Trust (the "Trust"), as directors of National Amusements, Inc. and as managers of certain subsidiaries of NAI (collectively, “NAI”) (the "Purported Removal Action"); and representatives of Mr. Redstone stated publicly that these actions were intended to have an impact on Abrams and Dauman in their roles at Viacom and, more broadly, on Viacom generally;

In addition, the threat has been made regarding removal in the future of directors of Viacom also pursuant to the purported exercise of authority by Mr. Redstone;

On May 23, 2016, (a) with the support of the independent members of Viacom’s Board of Directors, Abrams and Dauman filed a lawsuit in Massachusetts probate court, challenging the Purported Removal Action and (b) a lawsuit was filed in California Superior Court, purportedly by Mr. Redstone, seeking an order confirming the validity of the removal of Abrams and Dauman as trustees of the Trust (such lawsuits the "Actions");

(1) key positions taken by Abrams and Dauman in the Actions are also key positions Viacom and validly elected directors of Viacom would take in challenging any purported removal of them as invalid purported exercises of authority by Mr. Redstone ("Aligned Key Positions"); (2) the outcome of these Actions could have a direct adverse impact on the ability of Viacom and Viacom directors to assert and prevail on the Aligned Key Positions, and, accordingly, on Viacom's chain of corporate control, on Viacom's governance and on its stockholders; (3) neither Viacom nor its directors have standing to participate in the Actions and directly litigate the Aligned Key Positions; and (4) neither Dauman nor Abrams has any financial interest in the Actions, recognizing that Dauman has various rights under his employment agreement;

Abrams and Dauman have incurred and will continue to incur costs and expenses in connection with litigating the Actions;

On May 26, 2016 the Special Litigation Committee of the Board of Directors of Viacom (the "Committee") determined that it was in the best interests of Viacom and its stockholders to support the efforts of Abrams and Dauman in litigating the Aligned Key Positions by authorizing and directing Viacom to pay the reasonable costs and expenses incurred by them in connection with litigating the Actions, subject to certain conditions; and

This Agreement is not intended to replace, override or interfere with any rights to indemnification or advancement that Abrams currently has as a Viacom director, including such rights set forth in Viacom's Certificate of Incorporation or Bylaws, or pursuant to Section 145 of the Delaware General Corporation Law, and all such rights shall remain in full force and effect to the fullest extent permitted under Delaware law.

In consideration of the mutual promises and covenants herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:


1.	Payment and Reimbursement. Viacom will pay (as incurred) or, if paid by Abrams, promptly reimburse him for costs and expenses (including attorney's fees, expert witness fees and fees of public relations and other consultants) actually and reasonably incurred by Abrams in connection with the Actions ("Payment Amounts").


2.	Repayment. Abrams will repay Viacom all Payment Amounts to the extent it is finally determined by a court of competent jurisdiction that, in instituting the Massachusetts lawsuit, Abrams has acted in breach of his fiduciary or other duties to Viacom or that he has not acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of Viacom.

Other Sources. Without limiting his rights under this Agreement, Abrams will also take reasonable steps to seek (through advancement, indemnification or other rights he has) to recoup Payment Amounts from NAI and the Trust as authorized under the respective governing documents of those entities and any agreements entered into by Abrams and those entities and promptly upon such recoupment or other economic recovery from NAI and the Trust related in any way to the subject matter of the Actions shall repay such amounts to Viacom.


4.	Amendments. No modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto.

Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason, (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to the terms of this Agreement.


6.	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.


7.	Governing Law. This Agreement shall be governed by and construed in accordance with

the laws of the State of Delaware without giving effect to principles of conflicts of laws. Any dispute relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Delaware or the Federal Courts located therein, and the parties agree not to contest the jurisdiction of such courts. The parties hereby waive their respective rights to a trial by jury.



/s/ *George Abrams*		/s/ *Michael D. Fricklas*
George Abrams		Michael D. Fricklas, Executive Vice President, General Counsel and Secretary, Viacom Inc.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	8/4/16	8-K
For Period end:	6/30/16
	5/26/16
	5/23/16	4
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Paramount Global                  10-K       12/31/23  145:21M
 2/16/23  Paramount Global                  10-K       12/31/22  151:23M
 2/15/22  Paramount Global                  10-K       12/31/21  163:23M
 2/24/21  Paramount Global                  10-K       12/31/20  170:25M

↑Top

Filing Submission 0001339947-16-000099 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)