Exhibit 10A
VIAD CORP
DEFERRED COMPENSATION PLAN
AMENDED AND RESTATED AS OF AUGUST 21, 1997
1. PURPOSE OF THE PLAN.
The purpose of the Deferred Compensation Plan (the Plan) is
to provide a select group of management or highly compensated
employees of Viad Corp (the Corporation) and its subsidiaries
with an opportunity to defer the receipt of incentive
compensation awarded to them under the Management Incentive Plan,
the Performance Unit Incentive Plan and certain other incentive
plans of Viad Corp and its subsidiaries (the Incentive Plans) and
thereby enhance the long-range benefits and purposes of the
incentive awards. Each plan year shall extend from January 1
through December 31 of each calendar year.
2. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Compensation Advisory
Committee (the Committee). Subject to the express provisions of
the Plan, and the Incentive Plans, the Committee shall have the
authority to adopt, amend and rescind such rules and regulations,
and to make such determinations and interpretations relating to
the Plan, which it deems necessary or advisable for the
administration of the Plan, but it shall not have the power to
amend, suspend or terminate the Plan. All such rules,
regulations, determinations and interpretations shall be
conclusive and binding on all parties.
3. PARTICIPATION IN THE PLAN.
(a) Participation in the Plan shall be restricted to a
select group of management or highly compensated employees of the
Corporation or one of its subsidiaries who are participants in
certain Incentive Plans, including the Management Incentive Plan,
Viad Corp Performance Unit Incentive Plan, and any other bonus or
bonuses or similar or successor plans, who have been selected in
writing by the Chief Executive Officer of the Corporation to
participate in the Plan, and whose timely written requests to
defer the receipt of all or a portion of any incentive
compensation which may be awarded to them, are honored in whole
or in part by the Committee. Any individual whose request for
deferral is not accepted or honored by the Committee, whether for
failure of timely submission or for any other reason, shall not
become a participant in the Plan, and the Committee's
determination in this regard shall be conclusive and binding.
(b) Participants may defer incentive compensation into a
cash account and, if designated by the Committee, into a stock
unit account.
(c) If a participant in the Plan shall 1) sever,
voluntarily or involuntarily, his employment with the Corporation
or one of its subsidiaries other than as a result of disability
or retirement, 2) engage in any activity in competition with the
Corporation or any of its subsidiaries during or following such
employment, or 3) remain in the employ of a corporation which for
any reason ceases to be a subsidiary of the Corporation, the
Committee may at any time thereafter direct, in its sole and
exclusive discretion, that his participation in the Plan shall
terminate, and that he be paid in a lump sum the aggregate amount
credited to his deferred incentive account as of the date such
participation is terminated. The Committee is authorized to
establish and implement a policy and procedures for
administration of this paragraph, including, but not limited to,
a policy regarding small account balance cash-outs.
(d) The Corporation and each participating subsidiary shall
be solely liable for payment of any benefits and, except as may
be otherwise determined by the Committee, for maintenance of
deferred incentive accounts pursuant to paragraph 7, with respect
to its own employees who participate in the Plan. In the event a
participant leaves the employ of the Corporation or a
participating subsidiary ("former employer") and is subsequently
employed by another employer, the Corporation or another
subsidiary of the Corporation ("new employer"), the former
employer may agree to transfer and the new employer may agree to
assume the benefit liability reflected in such participant's
deferred incentive account, without the consent of such
participant and subject to the approval of the Committee, in its
sole discretion. In the event of such a transfer and assumption
of liability, the former employer shall have no further liability
for any benefit under the Plan to its former employee or
otherwise with respect to such transferred account.
4. REQUESTS FOR DEFERRAL.
All requests for deferral of incentive awards must be made
in writing prior to November 15 of the year in which the bonus is
being earned and shall be in such form and shall contain such
terms and conditions as the Committee may determine. Each such
request shall specify the dollar amount or the percentage to be
deferred of incentive award which would otherwise be received in
the following calendar year, but in no event shall the amount to
be deferred be less than $1,000. Each such request shall also
specify 1) the date (no later than the employee's actual
retirement date) when payment of the aggregate amount credited to
the deferred incentive account is to commence, 2) whether such
payment is then to be made in a lump sum or in quarterly or
annual installments, 3) if payment is to be made in installments,
the period of time (not in excess of ten years) over which the
installments are to be paid, and 4) if the participant is
permitted to defer incentive compensation into a stock unit
account, the portion of the deferred incentive compensation which
shall be treated as a cash account under paragraph 7(b) and the
portion which shall be treated as a stock unit account under
paragraph 7(c). The Committee shall, under no circumstances,
accept any request for deferral of less than $1,000 of an
incentive award or any request which is not in writing or which
is not timely submitted.
5. DEFERRAL AND PAYMENT OF INCENTIVE AWARDS.
The Committee shall, prior to December 15 of the year in
which the bonus is being earned, notify each individual who has
submitted a request for deferral of an incentive award whether or
not such request has been accepted and honored. If the request
has been honored in whole or in part, the Committee shall advise
the participant of the dollar amount or percentage of his
incentive compensation which the Committee has determined to be
deferred. The Committee shall further advise the participant of
its determination as to the date when payment of the aggregate
amount credited to the participant's deferred incentive account
is to commence, whether payment of the amount so credited as of
that date will then be made in a lump sum or in quarterly or
annual installments, if payment is to be made in installments,
the period of time over which the installments will be paid, and
if the participant is permitted to defer incentive compensation
into a stock unit account, whether the deferred incentive account
shall be treated as a cash account or a stock unit account or
split between cash and stock units. Upon subsequently being
advised of the existence of special circumstances which are
beyond the participant's control and which impose an unforeseen
severe financial hardship on the participant or his beneficiary,
the Committee may, in its sole and exclusive discretion, modify
the deferral arrangement established for that participant to the
extent necessary to remedy such financial hardship.
If the participant has elected to defer incentive
compensation in the form of cash, the Corporation shall distrib-
ute a sum in cash to such participant, pursuant to his or her
election provided for in paragraph 4. If the participant has
elected to defer incentive compensation in the form of stock
units, the Corporation shall distribute to such participant,
pursuant to his or her election provided for in paragraph 4, the
cash equivalent of the portion of the stock units being dis-
tributed in such installment which will be calculated by
multiplying (i) the closing price of the Common Stock of the
Corporation (as reported from the New York Stock Exchange-Composite
Transactions) on the last trading day preceding the date of each
distribution by (ii) the number of stock units being
distributed in such installment.
6. CONVERSION OF ACCOUNT BALANCE.
Each participant who is permitted to defer incentive
compensation into a stock unit account may, not more than once a
year or such other period as is determined by the Committee, by
written notice delivered to the Committee, convert: (i) the
aggregate balance or any portion thereof in his or her deferred
compensation account (either before or after payments from the
account may have commenced) from an account in the form of stock
units to an account in the form of cash in an amount equal to
such stock units balance or specified portion thereof multiplied
by the closing price of the Common Stock of the Corporation (as
reported from the New York Stock Exchange-Composite Transactions)
on the last trading day of the quarter in which such notice is
given, said account to then accrue interest as set forth in
paragraph 7(b) below or (ii) convert the aggregate balance or any
portion thereof in his or her deferred compensation account
(either before or after installment payments from the account may
have commenced) from an account in the form of cash to an account
in the form of stock units in an amount equal to the cash balance
or specified portion thereof divided by the closing price of the
Common Stock of the Corporation (as reported for the New York
Stock Exchange-Composite Transactions) on the last trading day of
the quarter in which such notice is given, said account to then
accrue dividend equivalents as set forth in paragraph 7(c) below;
provided however, that no such notice of conversion ("Conversion
Notice") (a) may be given within six months following the date of
an election by such participant, if an Executive Officer of the
Corporation, with respect to any plan of the Corporation, that
effected a Discretionary Transaction (as defined in Rule 16b-3(f)
under the Securities Exchange Act of 1934) that was an
acquisition (if the Conversion Notice is pursuant to clause (i))
or a disposition (if the Conversion Notice is pursuant to clause
(ii)) or (b) may be given after an individual ceases to be an
employee of the Corporation.
7. DEFERRED INCENTIVE ACCOUNT.
(a) A deferred incentive account shall be maintained by his
employer for each participant in the Plan, and there shall be
credited to each participant's account, on the date incentive
compensation is paid, the incentive award, or portion thereof,
which would have been paid to such participant on said date if
the receipt thereof had not been deferred. If the account is to
be a stock unit account, the incentive compensation award shall
be converted into stock units by dividing the closing price of
the Corporation's Common Stock (as reported for the New York
Stock Exchange Composite Transactions) on the day such incentive
award is payable into such incentive award.
(b) If the participant has elected to defer incentive
compensation in the form of cash, there shall be credited on the
last day of the quarter to each participant's account, an
interest credit on his deferred incentive award at the interest
rates determined by the Committee to be payable during each
calendar year, or portion thereof, prior to the termination of
such participant's deferral period or, if the amount then
credited to his deferred incentive account is to be paid in
installments, prior to the termination of such installment
period. Interest will be paid on a prorated basis for amounts
withdrawn from the account during the quarter, with the remaining
balance accruing interest for the duration of the quarter. The
interest credit for the following quarter shall be a rate equal
to the yield as of March 31, June 30, September 30, and December
31 on Merrill Lynch Taxable Bond Index - Long Term Medium Quality
(A3) Industrial Bonds, unless and until otherwise determined.
(c) If a participant has elected to defer incentive
compensation in the form of stock units, then, in the event of a
dividend paid in cash, stock of the Corporation (other than
Common Stock) or property, additional credits (dividend
equivalents) shall be made to the participant's stock unit
account consisting of a number of stock units equal to the amount
of such dividend per share (or the fair market value, on the date
of payment, of dividends paid in stock or property), multiplied
by the aggregate number of stock units credited to such
participant's deferred compensation account on the record date
for the payment of such dividend, divided by the closing price of
the Corporation's Common Stock (as reported for the New York
State Exchange-Composite transactions) on the date such dividend
is payable to stockholders. After payment of deferred
compensation commences, dividend equivalents shall accrue on the
unpaid balance thereof in the same manner until all such deferred
compensation has been paid.
(d) In the event of a dividend of Common Stock declared and
paid by the Corporation, an additional credit shall be made to
the participant's stock unit account of a number of stock units
equal to the number of shares of the Corporation's Common Stock
which the participant would have received as a stock dividend had
he or she been the owner on the record date for the payment of
such stock dividend of the number of shares of Common Stock equal
to the number of units in such stock unit account on such date.
After payment of deferred compensation commences, additional
credits for stock dividends shall accrue on the unpaid balance
thereof in the same manner until all such deferred compensation
has been paid.
(e) The Plan shall at all times be unfunded. The
Corporation shall not be required to segregate physically any
amounts of money or otherwise provide funding or security for any
amounts credited to the deferred incentive accounts of
participants in the Plan.
8. CHANGE OF CONTROL OR CHANGE IN CAPITALIZATION.
(a) If a tender offer or exchange offer for shares of
Common Stock of the Corporation (other than such an offer by the
Corporation) is commenced, or if the stockholders of the
Corporation shall approve an agreement providing either for a
transaction in which the Corporation will cease to be an
independent publicly owned corporation or for a sale or other
disposition of all or substantially all the assets of the
Corporation (Change of Control), a lump sum cash payment shall be
made to each participant participating in the Plan of the
aggregate current balance of his or her deferred compensation ac-
count accrued to the participant's deferred compensation account
on the date of the Change of Control, notwithstanding any other
provision herein. If the participant has elected to defer
compensation in the form of stock units, the Corporation shall
distribute to such participant the sum in cash equal to the
closing price of the Corporation's Common Stock on the day
preceding the date of the Change of Control (as reported for the
New York Stock Exchange-Composite Transactions) multiplied by the
number of stock units in such account. Any notice by a
participant to change or terminate his or her election to defer
Compensation or before the date of the Change of Control shall be
effective as of the date of the Change of Control,
notwithstanding any other provision herein.
(b) Any recapitalization, reclassification, split-up, spin-off,
sale of assets, combination or merger not otherwise provided for
herein which affects the outstanding shares of Common Stock of the
Corporation or any other relevant change in the capitalization of
the Corporation shall be appropriately adjusted for by the Board of
Directors of this Corporation, and any such adjustments shall be
final, conclusive and binding.
9. DESIGNATION OF BENEFICIARY.
Each participant in the Plan shall deliver to the Committee
a written instrument, in the form provided by the Committee,
designating one or more beneficiaries to whom payment of the
amount credited to his deferred incentive account shall be made
in the event of his death. Unless the Committee shall otherwise
determine, such payments shall be made in such amounts and at
such times as they would otherwise have been paid to the
participant if he had survived.
10. NONASSIGNABILITY OF PARTICIPATION RIGHTS.
No right, interest or benefit under the Plan shall be
assignable or transferable under any circumstances other than to
a participant's designated beneficiary in the event of his death,
nor shall any such right, interest or benefit be subject to or
liable for any debt, obligation, liability or default of any
participant. The payments, benefits or rights arising by reason
of this Plan shall not in any way be subject to a participant's
debts, contracts or engagements, and shall not be subject to
attachment, garnishment, levy, execution or other legal or
equitable process.
11. RIGHTS OF PARTICIPANTS.
A participant in the Plan shall have only those rights,
interests or benefits as are expressly provided in the Plan and
in the Incentive Plans. The Plan shall be deemed to be ancillary
to the Incentive Plans and the rights of participants in the Plan
shall be limited as provided in the Incentive Plans.
12. CLAIMS FOR BENEFITS.
Claims for benefits under the Plan shall be filed with the
Committee. Written notice of the disposition of a claim shall be
furnished the claimant within 60 days after the application
therefor is filed. In the event the claim is denied, the reasons
for the denial shall be specifically set forth. Pertinent
provisions of this Plan shall be cited. In addition, the written
notice shall describe any additional material or information
necessary for the claimant to perfect the claim (along with an
explanation of why such material or information is needed), and
the written notice will fully describe the claim review
procedures of paragraph 13 below.
13. CLAIM REVIEW.
Any claimant who has been denied a benefit shall be
entitled, upon request to the Committee, to receive a written
notice of such action, together with a full and clear statement
of the reasons for the action. The claimant may also review this
Plan if he chooses. If the claimant wishes further consideration
of his position, he may request a hearing. The request, together
with a written statement of the claimant's position, shall be
filed with a Committee member no later than 60 days after receipt
of the written notification provided for above. The Committee
shall schedule an opportunity for a full and fair hearing of the
issue within the next 60 days. The decision following the
hearing shall be made within 60 days and shall be communicated in
writing to the claimant. If the claimant requests, the hearing
may be waived, in which case the Committee's decision shall be
made within 60 days from the date on which the hearing is waived
and shall be communicated in writing to the claimant.
14. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.
The Board of Directors of the Corporation (the Board) may
from time to time amend, suspend or terminate the Plan, in whole
or in part, and if the Plan is suspended or terminated, the Board
may reinstate any or all provisions of the Plan, except that no
amendment, suspension or termination of the Plan shall, without
the consent of a participant, adversely affect such participant's
right to receive payment of the entire amount credited to his
deferred incentive account on the date of such Board action. In
the event the Plan is suspended or terminated, the Board may, in
its discretion, direct the Committee to pay to each participant
the amount credited to his account either in a lump sum or in
accordance with the Committee's prior determination regarding the
method of payment.
15. EFFECTIVE DATE.
The Plan shall become effective on the date of its approval
by the Human Resources Committee of the Viad Corp Board of
Directors or on such other date as the Human Resources Committee
may direct, but the Plan shall become operative with respect to a
select group of management or highly compensated employees of
each subsidiary only upon the adoption of the Plan by that
subsidiary's Board of Directors.