exv10wb



 



Exhibit 10.B


DEFERRED COMPENSATION PLAN

FOR DIRECTORS OF

VIAD CORP



AS AMENDED AND RESTATED

AUGUST 20, 2003




	1.	 	ESTABLISHMENT AND CONTINUATION OF PLAN.
	 
	 	 	There was heretofore established, in recognition of the valuable services
provided to Greyhound Dial Corporation by the individuals who serve as
members of its Board of Directors, an unfunded plan of voluntary deferred
compensation known as the “Directors Deferred Compensation Plan” (Plan).
The Dial Corp, a Delaware corporation and successor by operation of law
to Greyhound Dial Corporation, intends to distribute to its stockholders
(the Spin-Off) one share of common stock, $0.01 par value, of The Dial
Corporation, its wholly-owned subsidiary (Consumer Products) which will
own and operate its consumer products business (Consumer Products Common
Stock). Following the Spin-Off, The Dial Corp will change its name to
“Viad Corp”. All references herein to the “Corporation” mean The Dial
Corp, prior to the Spin-Off, and Viad Corp, following the Spin-Off. All
Directors of the Corporation, except Directors receiving a regular salary
as an employee of the Corporation or one of its subsidiaries, are
eligible to participate in this Plan. All Directors who become directors
of Consumer Products and cease to be directors of the Corporation in
connection with the Spin-Off will no longer be eligible to participate in
this Plan, and all obligations accrued prior to the date of the Spin-Off
under this Plan with respect to such individuals will be assumed by
Consumer Products. A Director may elect to defer under this Plan any
retainer or meeting attendance fee otherwise payable to him or her
(Compensation) by the Corporation or by domestic subsidiaries of this
Corporation (subsidiaries).
	 
	2.	 	EFFECTIVE DATE.
	 
	 	 	This Plan became effective on January 1, 1981.
	 
	3.	 	ELECTION TO PARTICIPATE IN THE PLAN.
	 
	 	 	      A. (i) A Director of this Corporation may elect to defer the
receipt of all or a specified part of the Compensation otherwise payable
to him or her during a calendar year by the Corporation or its
subsidiaries. Any person who shall become a Director during any calendar
year, and who was not a Director of the Corporation or its subsidiaries
on the preceding December 31, may elect before the Director’s term begins
to defer such Compensation. Such election shall also specify whether the
account shall be treated as a cash account under



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	 	 	Section 4A or a stock unit account under Section 4B; provided that
an election to defer Compensation into a stock unit account must be
specifically approved by the Board of Directors of the Corporation. If
the account is to be a cash account, the Compensation, if it is a meeting
attendance fee, shall be payable on the date of each applicable meeting,
and, if it is a retainer, shall be payable on the last trading day of
each applicable quarter. If the account is to be a stock unit account,
the Compensation 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 Compensation
is payable into such Compensation, which, in the case of a meeting
attendance fee or a retainer, is the last trading day of each applicable
quarter.
	 
	 	 	           (ii) In connection with the Spin-Off, the Dial Director’s
Retirement Plan (the “Retirement Plan”) will be terminated. As of the
Distribution Date, the Corporation will credit, to an existing or
newly-established, stock unit account for each Director eligible to
participate in this Plan who is a participant under the Retirement Plan
(and who does not elect to continue to receive cash payments under the
Retirement Plan) a number of stock units equal to (A) the present value
of such Director’s vested accrued benefits under the Retirement Plan
divided by (B) the closing price of the Corporation’s Common Stock (as
reported for the New York Stock Exchange-Composite Transactions) as of
the first trading day following the Distribution Date. Such stock unit
account shall thereafter be maintained in accordance with this Plan.
	 
	 	 	      B. Any election under this Plan, unless otherwise provided therein,
shall be made by delivering a signed request to the Secretary of the
Corporation on or before December 31 with respect to the following
calendar year, or, for a new Director, on or before his or her term
begins. An election shall continue from year to year, unless
specifically limited, until terminated by a signed request in the same
manner in which an election is made. However, any such termination shall
not become effective until the end of the calendar year in which notice
of termination is given.
	 
	 	 	      C. Each Director may, by notice delivered to the Secretary of the
Corporation, convert: (i) the aggregate balance 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 multiplied 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 accrue interest as set forth in Section 4
below, or (ii) convert the aggregate balance 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 cash balance
divided by the closing price of the Common Stock of the Corporation (as
reported for the



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	 	 	New York Stock Exchange-Composite Transactions) on the last trading
day of the quarter in which such notice is given, said account to accrue
dividend equivalents as set forth in Section 4 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 Director,
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 a Director.
	 
	4.	 	ACCRUAL OF INTEREST OR DIVIDEND EQUIVALENTS.
	 
	 	 	      A. If a Director has elected to defer Compensation in the form of
cash, then interest on the unpaid balance of such Director’s deferred
compensation account, consisting of both accumulated Compensation and
interest, if any, will be credited on the last day of each quarter based
upon the yield on Merrill Lynch Taxable Bond Index-Long Term Medium
Quality (A3) Industrial Bonds in effect at the beginning of such quarter,
said interest to commence with the date such compensation was otherwise
payable. After payment of deferred Compensation commences, interest
shall accrue on the unpaid balance thereof in the same manner until all
such deferred Compensation has been paid.
	 
	 	 	      B. If a Director has elected to defer 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 Director’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 Director’s deferred compensation account
on the record date for the payment of such dividend, divided by the last
closing price of the Corporation’s Common Stock (as reported for the New
York State Exchange-Composite transactions) prior to the date such
dividend is payable to stockholders. Furthermore, additional credits
(dividend equivalents) shall be made to the Director’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 incremental
number of stock units credited to such Director’s deferred compensation
account, on the last business day prior to the date such dividend is
payable to stockholders, attributable to meeting attendance fee(s),
divided by the last closing price of the Corporation’s Common Stock (as
reported for the New York State Exchange-Composite transactions) prior to
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.



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	 	 	      C. In the event of a dividend of Common Stock declared and paid by
the Corporation, an additional credit shall be made to the Director’s
stock unit account of a number of stock units equal to the number of
shares of the Corporation’s Common Stock which the Director 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.
	 
	 	 	      D. Notwithstanding and in lieu of the foregoing, in the case of the
dividend distribution by the Corporation of the Consumer Products Common
Stock in the Spin-Off, a new stock unit and cash account (the Special
Account) will be established for each Director (in addition to any
existing stock unit account) which will be credited with a number of
units representing Consumer Products Common Stock equal to the number of
stock units in such Director’s account immediately prior to the Spin-Off.
From and after the Spin-Off, the Corporation will credit the Special
Account with amount(s) denominated in cash, representing all dividends
paid by Consumer Products on the Consumer Products Common Stock, whether
paid in cash, Consumer Products Common Stock, other stock or property, in
an amount equal to the amount of such dividend per share of Consumer
Products Common Stock (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 Director’s Special Account on the record
date for payment of such dividend. The amount credited as cash shall
thereafter accrue interest in accordance with Section 4A. A Director may
convert the stock unit portion of the Special Account into an account in
the form of cash by using the notice procedures in Section 3C without
regard to the six months restriction set forth in the proviso thereto (it
being understood that the closing price of the Consumer Products Common
Stock, instead of Corporation Common Stock, will be used for such
conversion). Section 3C may not, however, be used to convert a cash
account into additional units of Consumer Products Common Stock in the
Special Account.
	 
	5.	 	ACCOUNTING.
	 
	 	 	No fund or escrow deposit shall be established by any deferred
Compensation payable pursuant to this Plan, and the obligation to pay
deferred Compensation hereunder shall be a general unsecured obligation
of the Corporation, payable out of its general account, and deferred
Compensation shall accrue to the general account of the Corporation.
However, the Controller of the Corporation shall maintain an account and
properly credit Compensation to each such account, and keep a record of
all sums which each participating Director has elected to have paid as
deferred Compensation and of interest or dividend equivalents accrued
thereon. Within sixty (60) days after the close of each



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	 	 	calendar year the Controller shall furnish each Director who has
participated in the Plan a statement of all sums and stock units,
including interest and dividend equivalents, which have accrued to the
account of such Director as of the end of such calendar year.
	 
	6.	 	PAYMENT FROM DIRECTORS’ ACCOUNTS.
	 
	 	 	      A. After a Director ceases to be a director of the Corporation, the
aggregate amount of deferred compensation credited to a Director’s
account, either in the form of cash or stock units, together with
interest or dividend equivalents accrued thereon, shall be paid in a lump
sum or, if the Director elects, in substantially equal quarterly,
semi-annual, or annual installments over a period of years, not greater
than ten (10), specified by the Director. Such election must be made by
written notice delivered to the Secretary of the Corporation prior to
December 31 of the year preceding the year in which, and at least six
months prior to the date on which, the Director ceases to be a director.
The first installment (or the lump sum payment) shall be made promptly
following the date on which the Director ceases to be a Director of the
Corporation, and any subsequent installments shall be paid promptly at
the beginning of each succeeding specified period until the entire amount
credited to the Director’s account shall have been paid. To the extent
installment payments are elected, and the Director’s account consists of
cash as well as stock units, a pro rata portion of the cash, and the cash
equivalent of a pro rata portion of the stock units, shall be paid with
each installment. If the participating Director dies before receiving
the balance of his or her deferred compensation account, then payment
shall be made in a lump sum to any beneficiary or beneficiaries which may
be designated, as provided in paragraph B of this Section 6, or in the
absence of such designation, or, in the event that the beneficiary
designated by such Director shall have predeceased such Director, to such
Director’s estate.
	 
	 	 	      B. Each Director who elects to participate in this Plan may file
with the Secretary of the Corporation a notice in writing designating one
or more beneficiaries to whom payment shall be made in the event of such
Director’s death prior to receiving payment of any or all of the deferred
Compensation hereunder.
	 
	 	 	      C. If the Director has elected to defer Compensation in the form of
cash, the Corporation shall distribute a sum in cash to such Director,
pursuant to his or her election provided for in paragraph A of this
Section 6. If the Director has elected to defer Compensation in the form
of stock units, the Corporation shall distribute to such Director,
pursuant to his or her election provided for in paragraph A of this
Section 6, the cash equivalent of the portion of the stock units being
distributed in such installment which will be calculated by multiplying
(i) the average of the month-end closing prices of the Corporation’s
Common Stock (or Consumer Products Common Stock, in the case of stock
units in the Special Account) for the last 12 months preceding the date
of each distribution,



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	 	 	as reported for the New York Stock Exchange-Composite Transactions,
by (ii) the number of stock units being distributed in such installment.
	 
	7.	 	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 Director participating in the Plan of the aggregate current balance
of his or her deferred compensation account accrued to the Director’s
deferred compensation account on the date of the Change of Control,
notwithstanding any other provision herein. If the Director has elected
to defer Compensation in the form of stock units, the Corporation shall
distribute to such Director 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 Director 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, sale of assets,
combination or merger not otherwise provided for herein which affects the
outstanding shares of Common Stock of the Corporation (or the stock
subject to the Special Account) or any other relevant change in the
capitalization of the Corporation (or, in the case of the Special
Account, Consumer Products) shall be appropriately adjusted for by the
Board of Directors of this Corporation, and any such adjustments shall be
final, conclusive and binding.
	 
	8.	 	NONALIENATION OF BENEFITS.
	 
	 	 	No right or benefit under this Plan shall be subject to anticipation,
alienation, sale, assignment, pledge, encumbrance or charge, and any
attempt to alienate, sell, assign, pledge, encumber or charge the same
shall be void. To the extent permitted by law, no right or benefit
hereunder shall in any manner be attachable for or otherwise available to
satisfy the debts, contracts, liabilities or torts of the person entitled
to such right or benefit.
	 
	9.	 	APPLICABLE LAW.
	 
	 	 	The Plan will be construed and enforced according to the laws of the
State of Delaware; provided that the obligations of the Corporation shall
be subject to any applicable law relating to the property interests of
the survivors of a deceased



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	 	 	person and to any limitations on the power of the person to dispose of
his or her interest in the deferred Compensation.
	 
	10.	 	AMENDMENT OR TERMINATION OF PLAN.
	 
	 	 	The Board of Directors of the Corporation may amend or terminate this
Plan at any time, provided, however, any amendment or termination of this
Plan shall not affect the rights of participating Directors or
beneficiaries to payments, in accordance with Section 6 or 7, of amounts
accrued to the credit of such Directors or beneficiaries at the time of
such amendment or termination.
	 
	11.	 	EFFECT OF SPIN-OFF.
	 
	 	 	Notwithstanding any other provision of the Plan, if at any time after
August 20, 2003, the Corporation effects a spin-off or other distribution
to its shareholders (a “Future Spin-off”) of any of its subsidiaries
(such subsidiary, “Spinco”), the Future Spin-off shall not be considered
to result in any Director’s ceasing to be a director of the Corporation
if that Director is a non-employee director of Spinco immediately
following the Future Spin-off. Furthermore, with respect to each such
Director who is a non-employee director of Spinco immediately following
the Future Spin-off, a participant shall not be considered, for purposes
of the Plan, to have ceased to be a Director unless he or she is neither
a Director of Spinco nor a Director of the Corporation; provided, that
any such Director who does not continue as a Director of the Corporation
shall not be eligible to continue to defer compensation under the Plan
(although he or she may be permitted to do so under a successor or
similar plan of Spinco).




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