    Sentence 1: Vivendi argues the a reement  bad not been approve: by the board and  that the payoff was inappropriate given  the state of Vivendi 's finances when new  CEO Jean-Rene Fourtou took over .    Sentence 2: Vivendi argues the agreement  was not approved by its board and that|  the was inappropriate given the  state of Vivendi 5 finances at the time .