(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.
