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Viacom CEO reserves right to resign with 'good reason'

CEO Philippe Daumanand COO Thomas Dooley on July 15 sent "reservation of rights" lettersto the company, stating the executives are given "good reason" toresign if Chairman Emeritus Sumner Redstone is allowed to the Viacom board.

Lawyersfor Dauman and Dooley said in the letters that both executives retain the rightto resign, under the terms of their employment agreements, within 31 days if"a judicial order from which no appeal may be taken" approvescontrolling stockholder National Amusements Inc.'s move to oust five members ofViacom's board, including Dauman and Dooley. Viacom lead independent directorFrederic Salerno has filed a lawsuit in Delaware Chancery Court to invalidatethe attempt to replace five of the company's directors, while NationalAmusements asked the Delaware court to affirm its board replacements.

Daumanand George Abrams were also removed from the Sumner Redstone National AmusementsTrust by Redstone. Abrams and Dauman have filed a lawsuit seeking reinstatement, while Redstonefiled his own lawsuit to have the dismissal affirmed. The two men on June 27filed an oppositionto Redstone's motion to dismiss their case and a support motion for expedited discovery andtrial.

Redstoneholds 80% of the voting shares in Viacom and CBS Corp. through National Amusements, and theseven-person trust will control his majority ownership of the companies uponhis death or if he is deemed incapacitated.