UPN topper’s suit a bonus onus

Valentine claims breach of contract, faulty incentive plan

UPN chief executive officer Dean Valentine has sued his own network, claiming that it has reneged on a bonus payment of as much as $22 million.

According to the complaint, filed Thursday in L.A. Superior Court, Valentine was lured to UPN in 1997 with a financial package that included a long-term cash incentive plan.

At the time, Valentine was president of Walt Disney Television and Walt Disney Television Animation, and oversaw the development of such shows as “Home Improvement” and “Ellen.” UPN was a failing network jointly owned by Chris Craft and Paramount. It is currently owned by Viacom, Par’s parent company.

According to the complaint, Valentine was told that he would receive a maximum of $22 million under the cash incentive plan if he did an exceptional job and approximately $12.5 million if he did an OK job. The incentive plan was not formulated when Valentine started at UPN, but a written agreement stated that the network’s operating committee would finalize a formula in good faith.

Valentine sealed a five-year deal with the net and officially joined in September 1997. He took the post immediately rather than wait for the incentive plan to be finalized in order to get quickly to work.

The exec later began contacting UPN’s parents about negotiating the incentive plan terms. According to the suit, Viacom and Chris Craft failed to furnish the incentive plan during the first three years of Valentine’s tenure, despite repeated requests.

Valentine finally started working on a deal with Paramount TV Group chair Kerry McCluggage, to whom he reports, last year. The suit said UPN came up with three different proposals, under which the plan would be half discretionary and half based on objective criteria. Among the objective criteria was the network’s 1997 business plan, which was wildly optimistic, the suit claims.

The suit alleges the agreement did not make the incentive plan discretionary and that UPN’s proposals manipulate the objective factors, such as profitability, to ensure that Valentine will not get his bonus. The complaint also asserts that the incentive plan is not a bonus for extraordinary work, but a part of his agreed-upon compensation package.

Alleging breach of contract, Valentine maintains that under the terms of the agreement, he already is owed between $9.4 million and $16.5 million and will be owed an additional $3.1 million to $5.5 million before the end of his contract.

Valentine, UPN and Paramount declined comment. One Par source said the studio believed Valentine’s bonus compensation was “fair and consistent with his package.”

“We always attempt to compensate our executives appropriately and fairly,’ the source said. Valentine’s “got a different view.”

It’s unclear what action Viacom or Valentine may take next. Ironically, UPN is poised to see what may be its best fall performance in years thanks to its acquisition of “Buffy, the Vampire Slayer” and the debut of new “Star Trek” series “Enterprise.” Valentine has also been spearheading the net’s development efforts in the wake of entertainment prexy Tom Nunan’s departure.

With no apparent entertainment president candidates on the horizon, sources believe Valentine may wind up continuing to cover the job for the time being.

Given the net’s past travails, sources said UPN staffers took news of Valentine’s suit in stride Thursday.

Valentine is represented by Dale Kinsella of Greenberg, Glusker, Fields, Claman, Machtinger & Kinsella.

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