EXHIBIT 10.C2
AMENDMENT TO VIAD CORP AMENDED AND RESTATED EXECUTIVE SEVERANCE PLANS
AS APPROVED BY THE BOARD OF DIRECTORS OF VIAD CORP
ON MARCH 25, 2003
The Viad Corp Amended and Restated Executive Severance Plans are hereby amended,
effective as of March 25, 2003, as follows:
1. The First Tier Executive Severance Plan is amended as follows:
a. Sections 5(c) and (d) are amended to correct a numbering error
by renaming them Sections 5(b) and (c), respectively.
b. Section 6 is amended by changing in the first sentence the
word "subsidiaries'" to the word "subsidiary's."
c. Section 7(a) is amended by deleting it in its entirety and
replacing it with the following:
(A) LUMP SUM PAYMENT: On or before the Executive's
last day of employment with the Corporation or any of
its subsidiaries, the Corporation or the applicable
subsidiary will pay to the Executive as compensation for
services rendered a lump sum cash amount (subject to any
applicable payroll or other taxes required to be
withheld) equal to the sum of (i) Executive's highest
annual salary fixed during the period Executive was an
employee of the Corporation or any of its subsidiaries,
plus (ii) the greater of (x) the largest amount awarded
to him in a year as cash bonus (whether or not deferred
and regardless of deferral election) under the
Corporation's Management Incentive Plan during the
preceding four years or if the Executive has not been
employed for at least four full fiscal years, all of the
completed full fiscal years during which the Executive
has been employed, or (y) the target bonus under the
Corporation's Management Incentive Plan for the fiscal
year in which the Change of Control occurs, plus (iii)
the greater of (x) the largest amount awarded to
Executive in a year as cash bonus (whether or not
deferred and regardless of deferral election) under the
Corporation's Performance Unit Incentive Plan during the
preceding four years or if the Executive has not been
employed for at least four full fiscal years, all of the
completed full fiscal years during which the Executive
has been employed, or (y) the aggregate value of shares
when earned during a performance period under any
performance-related Restricted Stock award during the
preceding four years or if the Executive has not been
employed for at least four full fiscal years, all of the
completed full fiscal years during which the Executive
has been employed, or (z) the aggregate value at the
time of grant of the target shares awarded under the
Corporation's performance-related Restricted Stock
programs for the fiscal year in which the Change of
Control occurs, multiplied by:
(i) Three if the termination is involuntary
without Cause or by the Executive for Good Reason, or
(ii) Two if the termination is voluntary
during the Window Period.
d. The following Sections are amended by capitalizing the first
letter of the first word of each of those sections: Sections
4(b) and (c); Sections 5(a)(i) and (ii) and (b)(i), (ii),
(iii), (iv), (v) and (c); Sections 6(a), (b) and (c); and
Sections 7(c)(ii) and (iii) and (d)(ii)(A), (B), (C), and (D)
2. The Second Tier Executive Severance Plan is amended as follows:
a. Section 5(c) is amended to correct a numbering error by
renaming it Section 5(b).
b. Section 7(a) is amended by deleting it in its entirety and
replacing it with the following:
(A) LUMP SUM PAYMENT: On or before the Executive's
last day of employment with the Corporation or any of
its subsidiaries, the Corporation or the applicable
subsidiary will pay to the Executive as compensation for
services rendered a lump sum cash amount (subject to any
applicable payroll or other taxes required to be
withheld) equal to two times the sum of (i) Executive's
highest annual salary fixed during the period Executive
was an employee of the Corporation or any of its
subsidiaries, plus (ii) the greater of (x) the largest
amount awarded to him in a year as cash bonus (whether
or not deferred and regardless of deferral election)
under the Corporation's Management Incentive Plan during
the preceding four years (or if the Executive has not
been employed for at least four full fiscal years, all
of the completed full fiscal years during which the
Executive has been employed), or (y) the target bonus
under the Corporation's Management Incentive Plan for
the fiscal year in which the Change of Control occurs,
plus (iii) the greater of (x) the largest amount awarded
to Executive in a year as cash bonus (whether or not
deferred and regardless of deferral election) under the
Corporation's Performance Unit Incentive Plan during the
preceding four years or if the Executive has not been
employed for at least four full fiscal years, all of the
completed full fiscal years during which the Executive
has been employed, or (y) the aggregate value of shares
when earned during a performance period under any
performance-related Restricted Stock award during the
preceding four years or if the Executive has not been
employed for at least four full fiscal years, all of the
completed full fiscal years during which the Executive
has been employed, or (z) the aggregate value at the
time of grant of the target shares awarded under the
Corporation's performance-related Restricted Stock
programs for the fiscal year in which the Change of
Control occurs.
c. The following Sections are amended by capitalizing the first
letter of the first word of each of those sections: Sections
4(b) and (c); Sections 5(a)(i) and (ii) and (b)(i), (ii),
(iii), (iv), and (v); and Sections 7(c)(ii) and (d)(ii)(A),
(B), (C), and (D).
/s/ Suzanne Pearl
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By: Suzanne Pearl
Title: Vice President, Human Resources