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                                                                    Exhibit 10.C

                     1997 VIAD CORP OMNIBUS INCENTIVE PLAN,
                      AS AMENDED THROUGH FEBRUARY 17, 2000


SECTION 1.                 PURPOSE; DEFINITIONS.
         The purpose of the Plan is to give the Company a significant advantage
in attracting, retaining and motivating officers, employees and directors and to
provide the Company and its subsidiaries with the ability to provide incentives
more directly linked to the profitability of the Company's businesses and
increases in stockholder value. It is the current intent of the Committee that
the Plan shall replace the 1992 Stock Incentive Plan for purposes of new Awards
and that the Viad Corp Management Incentive Plan, the Viad Corp Performance Unit
Incentive Plan, and the Viad Corp Performance-Based Stock Plan continue under
the auspices of Sections 7 and 8 hereof subject to the discretion of the
Committee under the terms and conditions of this Plan.

         For purposes of the Plan, the following terms are defined as set forth
below:

         (a) "AFFILIATE" means a corporation or other entity controlled by the
Company and designated by the Committee as such.

         (b) "AWARD" means an award of Stock Appreciation Rights, Stock Options,
Restricted Stock or Performance-Based Awards.

         (c) "AWARD CYCLE" will mean a period of consecutive fiscal years or
portions thereof designated by the Committee over which Awards of Restricted
Stock or Performance-Based Awards are to be earned.

         (d) "BOARD" means the Board of Directors of the Company.

         (e) "CAUSE" means (1) the conviction of a participant for committing a
felony under federal law or the law of the state in which such action occurred,
(2) dishonesty in the course of fulfilling a participant's employment duties or
(3) willful and deliberate failure on the part of a participant to perform his
employment duties in any material respect, or such other events as will be
determined by the Committee. The Committee will have the sole discretion to
determine whether "Cause" exists, and its determination will be final.

         (f) "CHANGE IN CONTROL" and "CHANGE IN CONTROL PRICE" have the meanings
set forth in Sections 9(b) and (c), respectively.

         (g) "CODE" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.
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         (h) "COMMISSION" means the Securities and Exchange Commission or any
successor agency.

         (i) "COMMITTEE" means the Committee referred to in Section 2.

         (j) "COMMON STOCK" means common stock, par value $1.50 per share, of
the Company.

         (k) "COMPANY" means Viad Corp, a Delaware corporation.

         (l) "COMPANY UNIT" means any subsidiary, group of subsidiaries, line of
business or division of the Company, as designated by the Committee.

         (m) "DISABILITY" means permanent and total disability as determined
under procedures established by the Committee for purposes of the Plan.

         (n) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.

         (o) "FAIR MARKET VALUE" means, as of any given date, the mean between
the highest and lowest reported sales prices of the Stock on the New York Stock
Exchange Composite Tape or, if not listed on such exchange, on any other
national exchange on which the Stock is listed or on the Nasdaq Stock Market. If
there is no regular public trading market for such Stock, the Fair Market Value
of the Stock will be determined by the Committee in good faith. In connection
with the administration of specific sections of the Plan, and in connection with
the grant of particular Awards, the Committee may adopt alternative definitions
of "Fair Market Value" as appropriate.

         (p) "INCENTIVE STOCK OPTION" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.

         (q) "MIP" means the Company's Management Incentive Plan providing
annual cash bonus awards to participating employees based upon predetermined
goals and objectives.

         (r) "NET INCOME" means the consolidated net income of the Company
determined in accordance with GAAP before extraordinary, unusual and other
non-recurring items.

         (s) "NON-EMPLOYEE DIRECTOR" means a member of the Board who qualifies
as a "Non-Employee Director" as defined in Rule 16b-3(b)(3), as promulgated by
the Commission under the Exchange Act, or any successor definition adopted by
the Commission.


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         (t) "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an
Incentive Stock Option.

         (u) "PERFORMANCE GOALS" means the performance goals established by the
Committee in connection with the grant of Restricted Stock or Performance-Based
Awards. In the case of Qualified Performance-Based Awards, such goals (1) will
be based on the attainment of specified levels of one or more of the following
measures with respect to the Company or any Company Unit, as applicable: sales
or revenues, costs or expenses, net profit after tax, gross profit, operating
profit, base earnings, return on actual or pro forma equity or net assets or
capital, net capital employed, earnings per share, earnings per share from
continuing operations, operating income, operating income margin, net income,
stockholder return including performance (total stockholder return) relative to
the S&P 500 or similar index or performance (total stockholder return) relative
to the proxy comparator group, in both cases as determined pursuant to Rule
402(l) of Regulation S-K promulgated under the Exchange Act, cash generation,
unit volume and change in working capital and (2) will be set by the Committee
within the time period prescribed by Section 162(m) of the Code and related
regulations.

         (v) "PERFORMANCE-BASED AWARD" means an Award made pursuant to
Section 8.

         (w) "PERFORMANCE-BASED RESTRICTED STOCK AWARD" has the meaning set
forth in Section 7(c)(1) hereof.

         (x) "PLAN" means the 1997 Viad Corp Omnibus Incentive Plan, As Amended,
as set forth herein and as hereafter amended from time to time.

         (y) "PREFERRED STOCK" means preferred stock, par value $0.01, of the
Company.

         (z) "QUALIFIED PERFORMANCE-BASED AWARDS" means an Award of Restricted
Stock or a Performance-Based Award designated as such by the Committee at the
time of grant, based upon a determination that (1) the recipient is or may be a
"covered employee" within the meaning of Section 162(m)(3) of the Code in the
year in which the Company would expect to be able to claim a tax deduction with
respect to such Restricted Stock or Performance-Based Award and (2) the
Committee wishes such Award to qualify for the exemption from the limitation on
deductibility imposed by Section 162(m) of the Code that is set forth in Section
162(m)(4)(C).

         (aa) "RESTRICTED STOCK" means an award granted under Section 7.

         (bb) "RETIREMENT," except as otherwise determined by the Committee,
means voluntary separation of employment, voluntary

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termination of employment or voluntary resignation from employment (a) at or
after attaining age 55 on pension or vested to receive pension under a pension
plan of the Corporation upon election, or (b) upon or after attaining age 55 and
not less than five years' continuous service with the Corporation or an
affiliate of the Corporation, whether or not vested for pension. Retirement
shall be deemed to occur at the close of business on the last day of the
employee's participation on the payroll of the Corporation whether receiving
compensation for active employment, accrued vacation, salary continuation
(regular way or lump sum) or like employment programs.

         (cc) "RULE 16b-3" means Rule 16b-3, as promulgated by the Commission
under Section 16(b) of the Exchange Act, as amended from time to time.

         (dd) "STOCK" means the Common Stock or Preferred Stock.

         (ee) "STOCK APPRECIATION RIGHT" means a right granted under
Section 6.

         (ff) "STOCK OPTION" means an option granted under Section 5.

         (gg) "TERMINATION OF EMPLOYMENT" means the termination of the
participant's employment with the Company and any subsidiary or Affiliate. A
participant employed by a subsidiary or an Affiliate will also be deemed to
incur a Termination of Employment if the subsidiary or Affiliate ceases to be
such a subsidiary or Affiliate, as the case may be, and the participant does not
immediately thereafter become an employee of the Company or another subsidiary
or Affiliate. Transfers among the Company and its subsidiaries and Affiliates,
as well as temporary absences from employment because of illness, vacation or
leave of absence, will not be considered a Termination of Employment.

         In addition, certain other terms used herein have definitions given to
them in the first place in which they are used.

SECTION 2.                 ADMINISTRATION.
         The Plan will be administered by the Human Resources Committee of the
Board pursuant to authority delegated by the Board in accordance with the
Company's By-Laws. If at any time there is no such Human Resources Committee or
such Human Resources Committee shall fail to be composed of at least two
directors each of whom is a Non-Employee Director and is an "outside director"
under Section 162(m)(4) of the Code, the Plan will be administered by a
Committee selected by the Board and composed of not less than two individuals,
each of whom is such a Non-Employee Director and such an "outside director."


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         The Committee will have plenary authority to grant Awards pursuant to
the terms of the Plan to officers, employees and directors of the Company and
its subsidiaries and Affiliates, but the Committee may not grant MIP Awards
larger than the limits provided in Section 3.

         Among other things, the Committee will have the authority, subject to
the terms of the Plan:

         (a) to select the officers, employees and directors to whom Awards may
from time to time be granted;

         (b) to determine whether and to what extent Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock and
Performance-Based Awards or any combination thereof are to be granted hereunder;

         (c) to determine the number of shares of Stock or the amount of cash to
be covered by each Award granted hereunder;

         (d) to determine the terms and conditions of any Award granted
hereunder (including, but not limited to, the option price (subject to Section
5(a)), any vesting condition, restriction or limitation (which may be related to
the performance of the participant, the Company or any subsidiary, Affiliate or
Company Unit) and any rule concerning vesting acceleration or waiver of
forfeiture regarding any Award and any shares of Stock relating thereto, based
on such factors as the Committee will determine) provided, however, that the
Committee will have no power to accelerate the vesting, or waive the forfeiture,
regarding any Award and any shares of Stock relating thereto, except in
connection with a "change of control" of the Company, the sale of a subsidiary
or majority-owned affiliate of the Company (and then only with respect to
participants employed by each such subsidiary or affiliate), the death or
disability of a participant or termination of employment of a participant, and,
further provided, however, that the Committee will have no power to accelerate
the vesting, or waive the forfeiture, of any Qualified Performance-Based Awards;

         (e) to modify, amend or adjust the terms and conditions, at any time or
from time to time, of any Award, including but not limited to Performance Goals;
provided, however, that the Committee may not adjust upwards the amount payable
with respect to any Qualified Performance-Based Award or waive or alter the
Performance Goals associated therewith and provided, further, however, that the
Committee may not reprice Stock Options except for an amount of Stock Options
representing not more than 10% of then outstanding Stock Options;


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         (f) to determine to what extent and under what circumstances Stock and
other amounts payable with respect to an Award will be deferred; and

         (g) to determine under what circumstances a Stock Option may be settled
in cash or Stock under Section 5(j).

         The Committee will have the authority to adopt, alter or repeal such
administrative rules, guidelines and practices governing the Plan as it from
time to time deems advisable, to interpret the terms and provisions of the Plan
and any Award issued under the Plan (and any agreement relating thereto) and to
otherwise supervise the administration of the Plan.

         The Committee may act only by a majority of its members then in office,
except that the members thereof may (1) delegate to designated officers or
employees of the Company such of its powers and authorities under the Plan as it
deems appropriate (provided that no such delegation may be made that would cause
Awards or other transactions under the Plan to fail to be exempt from Section
16(b) of the Exchange Act or that would cause Qualified Performance-Based Awards
to cease to so qualify) and (2) authorize any one or more members or any
designated officer or employee of the Company to execute and deliver documents
on behalf of the Committee.

         Any determination made by the Committee or pursuant to delegated
authority pursuant to the provisions of the Plan with respect to any Award will
be made in the sole discretion of the Committee or such delegates at the time of
the grant of the Award or, unless in contravention of any express term of the
Plan, at any time thereafter. All decisions made by the Committee or any
appropriately delegated officer(s) or employee(s) pursuant to the provision of
the Plan will be final and binding on all persons, including the Company and
Plan participants.

         Notwithstanding anything to the contrary in the Plan, the Committee
will have the authority to modify, amend or adjust the terms and conditions of
any Award as appropriate in the event of or in connection with any
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation or any change in the capital structure
of the Company.

SECTION 3.                 STOCK SUBJECT TO PLAN AND LIMITS ON AWARDS.
         (a) Subject to adjustment as provided herein, the number of
shares of Common Stock of the Company available for grant under the Plan in each
calendar year (including partial calendar years) during which the Plan is in
effect shall be equal to two percent (2.0%) of the total number of shares of
Common Stock of the Company outstanding as of the first day of each such year
for which the Plan is in effect; provided that any shares available

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for grant in a particular calendar year (or partial calendar year) which are
not, in fact, granted in such year shall be added to the shares available for
grant in any subsequent calendar year.

         (b) Subject to adjustment as provided herein, the number of shares of
Stock covered by Awards granted to any one participant will not exceed 750,000
shares for any consecutive three-year period and the aggregate dollar amount for
Awards denominated solely in cash will not exceed $7.5 million for any such
period.

         (c) In addition, and subject to adjustment as provided herein, no more
than 7.5 million shares of Common Stock will be cumulatively available for the
grant of Incentive Stock Options over the life of the Plan.

         (d) Shares subject to an option or award under the Plan may be
authorized and unissued shares or may be "treasury shares." In the event of any
merger, reorganization, consolidation, recapitalization, spin-off, stock
dividend, stock split, extraordinary distribution with respect to the Stock or
other change in corporate structure affecting the Stock, such substitution or
adjustments will be made in the aggregate number and kind of shares reserved for
issuance under the Plan, in the aggregate limit on grants to individuals, in the
number, kind, and option price of shares subject to outstanding Stock Options
and Stock Appreciation Rights, in the number and kind of shares subject to other
outstanding Awards granted under the Plan and/or such other equitable
substitutions or adjustments as may be determined to be appropriate by the
Committee or the Board, in its sole discretion; provided, however, that the
number of shares subject to any Award will always be a whole number.

         (e) Awards under the MIP may not exceed in the case of (i) the
Company's Chief Executive Officer, one and one-half percent (1.5%) of net income
as defined; (ii) a president of any of the Company's operating companies,
whether or not incorporated, six-tenths of one percent (0.6%) of net income as
defined; and (iii) all other executive officers of the Company individually,
one-half of one percent (0.5%) of net income as defined.

SECTION 4.                 ELIGIBILITY.
         Officers, employees and directors of the Company, its subsidiaries and
Affiliates who are responsible for or contribute to the management, growth and
profitability of the business of the Company, its subsidiaries and Affiliates
are eligible to be granted Awards under the Plan.

SECTION 5.                 STOCK OPTIONS.
         Stock Options may be granted alone or in addition to other Awards
granted under the Plan and may be of two types:  Incentive Stock Options and
Non-Qualified Stock Options.  Any Stock Option

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granted under the Plan will be in such form as the Committee may from time to
time approve.

         The Committee will have the authority to grant any optionee Incentive
Stock Options, Non-Qualified Stock Options or both types of Stock Options (in
each case with or without Stock Appreciation Rights). Incentive Stock Options
may be granted only to employees of the Company and its subsidiaries (within the
meaning of Section 424(f) of the Code). To the extent that any Stock Option is
not designated as an Incentive Stock Option or even if so designated does not
qualify as an Incentive Stock Option, it will be deemed to be a Non-Qualified
Stock Option.

         Stock Options will be evidenced by option agreements, the terms and
provisions of which may differ. An option agreement will indicate on its face
whether it is an agreement for an Incentive Stock Option or a Non-Qualified
Stock Option. The grant of a Stock Option will occur on the date the Committee
by resolution selects an individual to be a participant in any grant of a Stock
Option, determines the number of shares of Stock to be subject to such Stock
Option to be granted to such individual and specifies the terms and provisions
of the Stock Option. The Company will notify a participant of any grant of a
Stock Option, and a written option agreement or agreements will be duly executed
and delivered by the Company to the participant.

         Anything in the Plan to the contrary notwithstanding, no term of the
Plan relating to Incentive Stock Options will be interpreted, amended or altered
nor will any discretion or authority granted under the Plan be exercised so as
to disqualify the Plan under Section 422 of the Code or, without the consent of
the optionee affected, to disqualify any Incentive Stock Option under such
Section 422.

         Stock Options granted under the Plan will be subject to the following
terms and conditions and will contain such additional terms and conditions as
the Committee will deem desirable:

         (a) OPTION PRICE. The option price per share of Stock purchasable
under a Stock Option will be determined by the Committee and set forth in the
option agreement, and will not be less than the Fair Market Value of the Stock
subject to the Stock Option on the date of grant.

         (b) OPTION TERM. The term of each Stock Option will be fixed by the
Committee, but no Incentive Stock Option may be exercisable more than 10 years
after the date the Incentive Stock Option is granted.

         (c) EXERCISABILITY. Except as otherwise provided herein, Stock Options
will be exercisable at such time or times and subject to such terms and
conditions as will be determined by the

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Committee. If the Committee provides that any Stock Option is exercisable only
in installments, the Committee may, subject to the provisions of Section 2(d)
hereof, at any time waive such installment exercise provisions, in whole or in
part, based on such factors as the Committee may determine. In addition, the
Committee may, subject to the provisions of Section 2(d) hereof, at any time
accelerate the exercisability of any Stock Option.

         (d) METHOD OF EXERCISE. Subject to the provisions of this Section 5,
Stock Options may be exercised, in whole or in part, at any time during the
option term by giving written notice of exercise to the Company specifying the
number of shares of Stock subject to the Stock Option to be purchased.

         Such notice must be accompanied by payment in full of the purchase
price by certified or bank check or such other instrument as the Company may
accept. An option agreement may provide that, if approved by the Committee,
payment in full or in part or payment of tax liability, if any, relating to such
exercise may also be made in the form of unrestricted Stock already owned by the
optionee of the same class as the Stock subject to the Stock Option and, in the
case of the exercise of a Non-Qualified Stock Option, Restricted Stock subject
to an Award hereunder which is of the same class as the Stock subject to the
Stock Option (in both cases based on the Fair Market Value of the Stock on the
date the Stock Option is exercised); provided, however, that, in the case of an
Incentive Stock Option, the right to make a payment in the form of already owned
shares of Stock of the same class as the Stock subject to the Stock Option may
be authorized only at the time the Stock Option is granted. In addition, an
option agreement may provide that, in the discretion of the Committee, payment
for any shares subject to a Stock Option or tax liability associated therewith
may also be made by instruction to the Committee to withhold a number of such
shares having a Fair Market Value on the date of exercise equal to the aggregate
exercise price of such Stock Option.

         If payment of the option exercise price of a Non-Qualified Stock Option
is made in whole or in part in the form of Restricted Stock, the number of
shares of Stock to be received upon such exercise equal to the number of shares
of Restricted Stock used for payment of the option exercise price will be
subject to the same forfeiture restrictions to which such Restricted Stock was
subject, unless otherwise determined by the Committee.

         No shares of Stock will be issued until full payment therefor has been
made. Subject to any forfeiture restrictions that may apply if a Stock Option is
exercised using Restricted Stock, an optionee will have all of the rights of a
stockholder of the Company holding the class or series of Stock that is subject
to such Stock Option (including, if applicable, the right

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to vote the shares and the right to receive dividends), when the optionee has
given written notice of exercise, has paid in full for such shares and, if
requested, has given the representation described in Section 12(a).

         (e) NONTRANSFERABILITY OF STOCK OPTIONS. (1) No Stock Option will be
transferable by the optionee other than (A) by will or by the laws of descent
and distribution or (B) in the case of a Non-Qualified Stock Option, pursuant to
a qualified domestic relations order (as defined in the Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder). All Stock Options will be exercisable, during the optionee's
lifetime, only by the optionee or by the guardian or legal representative of the
optionee, it being understood that the terms "holder" and "optionee" include the
guardian and legal representative of the optionee named in the option agreement
and any person to whom a Stock Option is transferred by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order.

             (2) Notwithstanding Section 5(e)(1) above, the Committee may
grant Stock Options that are transferable, or amend outstanding Stock Options to
make them transferable, by the optionee (any such Stock Option so granted or
amended a "Transferable Option") to one or more members of the optionee's
immediate family, to partnerships of which the only partners are members of the
optionee's immediate family, or to trusts established by the optionee for the
benefit of one or more members of the optionee's immediate family. For this
purpose the term "immediate family" means the optionee's spouse, children or
grandchildren. Consideration may not be paid for the transfer of a Transferable
Option. A transferee described in this Section 5(e)(2) shall be subject to all
terms and conditions applicable to the Transferable Option prior to its
transfer. The option agreement with respect to a Transferable Option shall set
forth its transfer restrictions, such option agreement shall be approved by the
Committee, and only Stock Options granted pursuant to a stock option agreement
expressly permitting transfer pursuant to this Section 5(e)(2) shall be so
transferable.

         (f) TERMINATION BY DEATH. If an optionee's employment terminates by
reason of death, any Stock Option held by such optionee may thereafter be
exercised, to the extent then exercisable, or on such accelerated basis as the
Committee may determine, for a period of one year (or such other period as the
Committee may specify in the option agreement) from the date of such death or
until the expiration of the stated term of such Stock Option, whichever period
is the shorter.

         (g) TERMINATION BY REASON OF DISABILITY. If an optionee's employment
terminates by reason of Disability, any Stock Option held by such optionee may
thereafter be exercised by the

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optionee, to the extent it was exercisable at the time of termination, or on
such accelerated basis as the Committee may determine, for a period of three
years (or such shorter period as the Committee may specify in the option
agreement) from the date of such termination of employment or until the
expiration of the stated term of such Stock Option, whichever period is the
shorter; provided, however, that if the optionee dies within such three-year
period (or such shorter period), any unexercised Stock Option held by such
optionee will, notwithstanding the expiration of such three-year (or such
shorter) period, continue to be exercisable to the extent to which it was
exercisable at the time of death for a period of 12 months from the date of such
death or until the expiration of the stated term of such Stock Option, whichever
period is the shorter. In the event of termination of employment by reason of
Disability, if an Incentive Stock Option is exercised after the expiration of
the exercise periods that apply for purposes of Section 422 of the Code, such
Stock Option will thereafter be treated as a Non-Qualified Stock Option.

         (h) TERMINATION BY REASON OF RETIREMENT. If an optionee's employment
terminates by reason of Retirement, any Stock Option held by such optionee may
thereafter be exercised by the optionee, to the extent it was exercisable at the
time of termination, or on such accelerated basis as the Committee may
determine, for a period of five years (or such shorter period as the Committee
may specify in the option agreement) from the date of such termination of
employment or until the expiration of the stated term of such Stock Option,
whichever period is the shorter; provided, however, that if the optionee dies
within such five-year period (or such shorter period), any unexercised Stock
Option held by such optionee will, notwithstanding such five-year (or such
shorter) period, continue to be exercisable to the extent to which it was
exercisable at the time of death for a period of 12 months from the date of
such death or until the expiration of the stated term of such Stock Option,
whichever period is the shorter. In the event of termination of employment by
reason of Retirement, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section 422 of the
Code, such Stock Option will thereafter be treated as a Non-Qualified Stock
Option.

         (i) OTHER TERMINATION. Unless otherwise determined by the Committee, if
an optionee incurs a Termination of Employment for any reason other than death,
Disability or Retirement or Cause, any Stock Option held by such optionee will
thereupon terminate, except that such Stock Option, to the extent then
exercisable, or subject to the provisions of Section 2(d) hereof, on such
accelerated basis as the Committee may determine, may be exercised for the
lesser of three months from the date of such Termination of Employment or the
balance of such Stock Option's term; provided, however, that if the optionee
dies within such three-month period, any unexercised Stock Option held by such

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optionee will, notwithstanding the expiration of such three-month period,
continue to be exercisable to the extent to which it was exercisable at the time
of death for a period of 12 months from the date of such death or until the
expiration of the stated term of such Stock Option, whichever period is the
shorter. In the event of Termination of Employment, if an Incentive Stock Option
is exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a Non-Qualified Stock Option.

         (j) CASHING OUT OF STOCK OPTION. On receipt of written notice of
exercise, the Committee may elect to cash out all or part of the shares of Stock
for which a Stock Option is being exercised by paying the optionee an amount, in
cash or Stock, equal to the excess of the Fair Market Value of the Stock over
the option price times the number of shares of Stock for which the Option is
being exercised on the effective date of such cash-out.

         (k) CHANGE IN CONTROL CASH-OUT. Subject to Section 12(h), but
notwithstanding any other provision of the Plan, during the 60-day period from
and after a Change in Control (the "Exercise Period"), unless the Committee
determines otherwise at the time of grant, an optionee will have the right,
whether or not the Stock Option is fully exercisable and in lieu of the payment
of the exercise price for the shares of Stock being purchased under the Stock
Option and by giving notice to the Company, to elect (within the Exercise
Period) to surrender all or part of the Stock Option to the Company and to
receive cash, within 30 days of such notice, in an amount equal to the amount by
which the Change in Control Price per share of Stock on the date of such
election will exceed the exercise price per share of Stock under the Stock
Option (the "Spread") multiplied by the number of shares of Stock granted under
the Stock Option as to which the right granted under this Section 5(k) will have
been exercised.

SECTION 6.                 STOCK APPRECIATION RIGHTS.
         (a) GRANT AND EXERCISE.  Stock Appreciation Rights may be
granted in conjunction with all or part of any Stock Option granted under the
Plan. In the case of a Non-Qualified Stock Option, such rights may be granted
either at or after the time of grant of such Stock Option. In the case of an
Incentive Stock Option, such rights may be granted only at the time of grant of
such Stock Option. A Stock Appreciation Right will terminate and no longer be
exercisable upon the termination or exercise of the related Stock Option.

         A Stock Appreciation Right may be exercised by an optionee in
accordance with Section 6(b) by surrendering the applicable portion of the
related Stock Option in accordance with procedures established by the Committee.
Upon such exercise and surrender, the optionee will be entitled to receive an
amount determined in

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the manner prescribed in Section 6(b). Stock Options which have been so
surrendered will no longer be exercisable to the extent the related Stock
Appreciation Rights have been exercised.

         (b) TERMS AND CONDITIONS.  Stock Appreciation Rights will
be subject to such terms and conditions as will be determined by
the Committee, including the following:

             (1) Stock Appreciation Rights will be exercisable only at such
         time or times and to the extent that the Stock Options to which they
         relate are exercisable in accordance with the provisions of Section 5
         and this Section 6;

             (2) Upon the exercise of a Stock Appreciation Right, an optionee
         will be entitled to receive an amount in cash, shares of Stock
         or both equal in value to the excess of the Fair Market Value of one
         share of Stock as of the date of exercise over the option price per
         share specified in the related Stock Option multiplied by the number of
         shares in respect of which the Stock Appreciation Right has been exer-
         cised, with the Committee having the right to determine the form of
         payment;

              (3) Stock Appreciation Rights will be transferable only to
         permitted transferees of the underlying Stock Option in accordance with
         Section 5(e).

SECTION 7.                 RESTRICTED STOCK.
         (a) ADMINISTRATION. Shares of Restricted Stock may be awarded either
alone or in addition to other Awards granted under the Plan. The Committee will
determine the individuals to whom and the time or times at which grants of
Restricted Stock will be awarded, the number of shares to be awarded to any
participant, the conditions for vesting, the time or times within which such
Awards may be subject to forfeiture and any other terms and conditions of the
Awards, in addition to those contained in Section 7(c).

         (b) AWARDS AND CERTIFICATES. Shares of Restricted Stock will be
evidenced in such manner as the Committee may deem appropriate, including
book-entry registration or issuance of one or more stock certificates. Except as
otherwise set forth in a Restricted Stock Agreement, any certificate issued in
respect of shares of Restricted Stock will be registered in the name of such
participant and will bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Award, substantially in the
following form:

         "The transferability of this certificate and the shares of stock
         represented hereby are subject to the terms and conditions (including
         forfeiture) of the 1997 Incentive Plan and a Restricted Stock
         Agreement. Copies of such Plan and

                                       13
<PAGE>   14
         Agreement are on file at the offices of Viad Corp, Viad
         Tower, Phoenix, Arizona."

The Committee may require that the certificates evidencing such shares be held
in custody by the Company until the restrictions thereon have lapsed and that,
as a condition of any Award of Restricted Stock, the participant has delivered a
stock power, endorsed in blank, relating to the Stock covered by such Award.

         (c) TERMS AND CONDITIONS. Shares of Restricted Stock will be subject to
the following terms and conditions:

             (1) The Committee may, prior to or at the time of grant,
         designate an Award of Restricted Stock as a Qualified Performance-Based
         Award, in which event it will condition the grant or vesting, as
         applicable, of such Restricted Stock upon the attainment of Performance
         Goals. If the Committee does not designate an Award of Restricted
         Stock as a Qualified Performance-Based Award, it may also condition the
         grant or vesting thereof upon the attainment of Performance Goals or
         such other performance-based criteria as the Committee shall establish
         (such an Award, a "Performance- Based Restricted Stock Award").
         Regardless of whether an Award of Restricted Stock is a Qualified
         Performance-Based Award or a Performance-Based Restricted Stock Award,
         the Committee may also condition the grant or vesting upon the
         continued service of the participant. The provisions of Restricted
         Stock Awards (including the conditions for grant or vesting and any
         applicable Performance Goals) need not be the same with respect to each
         recipient. The Committee may at any time, in its sole discretion,
         subject to the provisions of Section 7(c)(10), accelerate or waive, in
         whole or in part, any of the foregoing restrictions; provided, however,
         that in the case of Restricted Stock that is a Qualified
         Performance-Based Award, the applicable Performance Goals have been
         satisfied.

             (2) Subject to the provisions of the Plan and the Restricted
         Stock Agreement referred to in Section 7(c)(8), during the period set
         by the Committee, commencing with the date of such Award for which such
         participant's continued service is required (the "Restriction Period")
         and until the later of (A) the expiration of the Restriction Period and
         (B) the date the applicable Performance Goals (if any) are satisfied,
         the participant will not be permitted to sell, assign, transfer, pledge
         or otherwise encumber shares of Restricted Stock.

             (3) Except as provided in this paragraph (3) and Sections
         7(c)(1) and (2) and the Restricted Stock Agreement, the participant
         will have, with respect to the shares of Restricted Stock, all of the
         rights of a stockholder of the

                                       14
<PAGE>   15
         Company holding the class or series of Stock that is the subject of the
         Restricted Stock, including, if applicable, the right to vote the
         shares and the right to receive any dividends. If so determined by the
         Committee in the applicable Restricted Stock Agreement and subject to
         Section 12(f) of the Plan, (A) dividends consisting of cash, stock or
         other property (other than Stock) on the class or series of Stock that
         is the subject of the Restricted Stock shall be automatically deferred
         and reinvested in additional Restricted Stock (in the case of stock or
         other property, based on the fair market value thereof, and the Fair
         Market Value of the Stock, in each case as of the record date for the
         dividend) held subject to the vesting of the underlying Restricted
         Stock, or held subject to meeting any Performance Goals applicable to
         the underlying Restricted Stock, and (B) dividends payable in Stock
         shall be paid in the form of Restricted Stock of the same class as the
         Stock with which such dividend was paid and shall be held subject to
         the vesting of the underlying Restricted Stock, or held subject to
         meeting any Performance Goals applicable to the underlying Restricted
         Stock.

                  (4) Except to the extent otherwise provided in the applicable
         Restricted Stock Agreement, Section 7(c)(1), 7(c)(2), 7(c)(5) or
         9(a)(2), upon a participant's Termination of Employment for any reason
         during the Restriction Period or before any applicable Performance
         Goals are met, all shares still subject to restriction will be
         forfeited by the participant.

                  (5) Except to the extent otherwise provided in Section 9(a)(2)
         and Sections 7(c)(9) and (10), in the event that a participant retires
         or such participant's employment is involuntarily terminated (other
         than for Cause), the Committee will have the discretion to waive in
         whole or in part any or all remaining restrictions (other than, in the
         case of Restricted Stock which is a Qualified Performance-Based Award,
         satisfaction of the applicable Performance Goals unless the
         participant's employment is terminated by reason of death or
         Disability) with respect to any or all of such participant's shares of
         Restricted Stock.

                  (6) Except as otherwise provided herein or as required by law,
         if and when any applicable Performance Goals are satisfied and the
         Restriction Period expires without a prior forfeiture of the Restricted
         Stock, unlegended certificates for such shares will be delivered to the
         participant upon surrender of legended certificates.

                  (7) Awards of Restricted Stock, the vesting of which is not
         conditioned upon the attainment of Performance Goals or other
         performance-based criteria, is limited to twenty

                                       15
<PAGE>   16
         percent (20%) of the number of shares of Common Stock of the
         Corporation available for grant under the Plan in each calendar year.

                  (8) Each Award will be confirmed by, and be subject to the
         terms of, a Restricted Stock Agreement.

                  (9) Performance-Based Restricted Stock will be subject to a
         minimum one-year performance period and Restricted Stock which is not
         performance-based will be subject to a minimum three-year vesting
         period.

                  (10) There will be no vesting acceleration, or waiver of
         forfeiture regarding any Award and any shares of Stock relating
         thereto, except in connection with a "change of control" of the
         Company, the sale of a subsidiary or majority-owned affiliate of the
         Company (and then only with respect to participants employed by each
         subsidiary or affiliate), the death or disability of a participant, or
         termination of employment of a participant.

SECTION 8.                 PERFORMANCE-BASED AWARDS.
         (a)  ADMINISTRATION.  Performance-Based Awards may be awarded
either alone or in addition to other Awards granted under the Plan. Subject
to the terms and conditions of the Plan, the Committee shall determine the
officers and employees to whom and the time or times at which Performance-Based
Awards will be awarded, the number or amount of Performance-Based Awards to be
awarded to any participant, whether such Performance-Based Award shall be
denominated in a number of shares of Stock, an amount of cash, or some
combination thereof, the duration of the Award Cycle and any other terms and
conditions of the Award, in addition to those contained in Section 8(b).

         (b)  TERMS AND CONDITIONS.  Performance-Based Awards will be
subject to the following terms and conditions:

              (1) The Committee may, prior to or at the time of the grant,
         designate Performance-Based Awards as Qualified Performance-Based
         Awards, in which event it will condition the settlement thereof upon
         the attainment of Performance Goals. If the Committee does not
         designate Performance- Based Awards as Qualified Performance-Based
         Awards, it may also condition the settlement thereof upon the
         attainment of Performance Goals or such other performance-based
         criteria as the Committee shall establish. Regardless of whether
         Performance-Based Awards are Qualified Performance-Based Awards, the
         Committee may also condition the settlement thereof upon the continued
         service of the participant. The provisions of such Performance-Based
         Awards (including without limitation any applicable Performance Goals)
         need not be the same with respect to each recipient. Subject to

                                       16
<PAGE>   17
         the provisions of the Plan and the Performance-Based Award Agreement
         referred to in Section 8(b)(5), Performance-Based Awards may not be
         sold, assigned, transferred, pledged or otherwise encumbered during the
         Award Cycle.

              (2) Unless otherwise provided by the Committee (A) from time
         to time pursuant to the administration of particular Award programs
         under this Section 8, such as the Viad Corp Management Incentive Plan,
         the Viad Corp Performance Unit Incentive Plan or the Viad Corp
         Performance-Based Stock Plan or (B) in any agreement relating to an
         Award, and except as provided in Section 8(b)(3), upon a participant's
         Termination of Employment for any reason prior to the payment of an
         Award under this Section 8, all rights to receive cash or Stock in
         settlement of the Award shall be forfeited by the participant.

              (3) In the event that a participant's employment is terminated
         (other than for Cause), or in the event a participant retires, the
         Committee shall have the discretion to waive, in whole or in part, any
         or all remaining payment limitations (other than, in the case of Awards
         that are Qualified Performance-Based Awards, satisfaction of the
         applicable Performance Goals unless the participant's employment is
         terminated by reason of death or Disability) with respect to any or all
         of such participant's Awards.

              (4) At the expiration of the Award Cycle, the Committee will
         evaluate the Company's performance in light of any Performance Goals
         for such Award, and will determine the extent to which a
         Performance-Based Award granted to the participant has been earned, and
         the Committee will then cause to be delivered to the participant, as
         specified in the grant of such Award: (A) a number of shares of Stock
         equal to the number of shares determined by the Committee to have been
         earned or (B) cash equal to the amount determined by the Committee to
         have been earned or (C) a combination of shares of Stock and cash if so
         specified in the Award.

              (5) No Performance-Based Award may be assigned, transferred,
         or otherwise encumbered except, in the event of the death of a
         participant, by will or the laws of descent and distribution.

              (6) Each Award will be confirmed by, and be subject to, the
         terms of a Performance-Based Award Agreement.

              (7) Performance-Based Awards will be subject to a minimum
         one-year performance period.

SECTION 9.                 CHANGE IN CONTROL PROVISIONS.

                                       17
<PAGE>   18
         (a) IMPACT OF EVENT.  Notwithstanding any other provision
of the Plan to the contrary, in the event of a Change in Control:

             (1) Any Stock Options and Stock Appreciation Rights
         outstanding as of the date such Change in Control is determined to have
         occurred and not then exercisable and vested will become fully
         exercisable and vested to the full extent of the original grant;

             (2) The restrictions and conditions to vesting applicable to
         any Restricted Stock will lapse, and such Restricted Stock will become
         free of all restrictions and become fully vested and transferable to
         the full extent of the original grant;

             (3) Performance-Based Awards will be considered to be earned
         and payable to the extent, if any, and in an amount, if any, and
         otherwise, in accordance with the provisions of the agreement relating
         to such Awards.

         (b) DEFINITION OF CHANGE IN CONTROL.  For purposes of the
Plan, a "Change in Control" will mean the happening of any of the
following events:

             (1) An acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of twenty percent (20%) or more of either (A) the then outstanding
shares of common stock of the Company (the "Outstanding Company Common Stock")
or (B) the combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); excluding, however, the following: (i)
any acquisition directly from the Company, other than an acquisition by virtue
of the exercise of a conversion privilege unless the security being so converted
was itself acquired directly from the Company, (ii) any acquisition by the
Company, (iii) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company or (iv) any acquisition by any corporation pursuant to a transaction
which complies with clauses (A), (B) and (C) of subsection (3) of this Section
9(b); or

             (2) A change in the composition of the Board such that the
individuals who, as of February 20, 1997, constitute the Board (such Board will
be hereinafter referred to as the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, for purposes of
this Section 9(b), that any individual who becomes a member of the Board
subsequent to February 20, 1997, whose election, or nomination for election by
the Company's stockholders, was approved

                                       18
<PAGE>   19
by a vote of at least a majority of those individuals who are members of the
Board and who were also members of the Incumbent Board (or deemed to be such
pursuant to this proviso) will be considered as though such individual were a
member of the Incumbent Board; but, provided further, that any such individual
whose initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board will not be so considered as a member of the Incumbent Board; or

              (3) The approval by the stockholders of the Company of a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company ("Corporate Transaction") (or, if
consummation of such Corporate Transaction is subject, at the time of such
approval by stockholders, to the consent of any government or governmental
agency, the earlier of the obtaining of such consent or the consummation of the
Corporate Transaction); excluding, however, such a Corporate Transaction
pursuant to which (A) all or substantially all of the individuals and entities
who are the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Corporate Transaction will beneficially own, directly or indirectly, more than
sixty percent (60%) of, respectively, the outstanding shares of common stock,
and the combined voting power of the then outstanding voting securities entitled
to vote generally in the election of directors, as the case may be, of the
corporation resulting from such Corporate Transaction (including, without
limitation, a corporation which as a result of such transaction owns the Company
or all or substantially all of the Company's assets either directly or through
one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Corporate Transaction, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the case may
be, (B) no Person (other than the Company, any employee benefit plan (or related
trust) of the Company or such corporation resulting from such Corporate
Transaction) will beneficially own, directly or indirectly, twenty percent (20%)
or more of, respectively, the outstanding shares of common stock of the
corporation resulting from such Corporate Transaction or the combined voting
power of the outstanding voting securities of such corporation entitled to vote
generally in the election of directors except to the extent that such ownership
existed prior to the Corporate Transaction and (C) individuals who were members
of the Incumbent Board will constitute at least a majority of the members of the
board of directors of the corporation resulting from such Corporate Transaction;
or


                                       19
<PAGE>   20
                  (4) The approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.

         (c) CHANGE IN CONTROL PRICE. For purposes of the Plan, "Change in
Control Price" means the higher of (1) the highest reported sales price, regular
way, of a share of Stock in any transaction reported on the New York Stock
Exchange Composite Tape or other national exchange on which such shares are
listed or on The Nasdaq Stock Market during the 60-day period prior to and
including the date of a Change in Control or (2) if the Change in Control is the
result of a tender or exchange offer or a Corporate Transaction, the highest
price per share of Stock paid in such tender or exchange offer or Corporate
Transaction; provided, however, that in the case of Incentive Stock Options and
Stock Appreciation Rights relating to Incentive Stock Options, the Change in
Control Price will be in all cases the Fair Market Value of the Stock on the
date such Incentive Stock Option or Stock Appreciation Right is exercised. To
the extent that the consideration paid in any such transaction described above
consists all or in part of securities or other non-cash consideration, the value
of such securities or other non-cash consideration will be determined in the
sole discretion of the Board.

SECTION 10.                TERM, AMENDMENT AND TERMINATION.
         The Plan will terminate May 31, 2007, but may be terminated
sooner at any time by the Board, provided that no Incentive Stock Options shall
be granted under the Plan after February 19, 2007. Awards outstanding as of the
date of any such termination will not be affected or impaired by the termination
of the Plan.

         The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration or discontinuation will be made which would (a) impair the rights of
an optionee under a Stock Option or a recipient of a Stock Appreciation Right,
Restricted Stock Award or Performance-Based Award theretofore granted without
the optionee's or recipient's consent, except such an amendment which is
necessary to cause any Award or transaction under the Plan to qualify, or to
continue to qualify, for the exemption provided by Rule 16b-3, or (b) disqualify
any Award or transaction under the Plan from the exemption provided by Rule
16b-3. In addition, no such amendment may be made without the approval of the
Company's stockholders to the extent such approval is required by law or
agreement.

         The Committee may amend the terms of any Stock Option or other Award
theretofore granted, prospectively or retroactively, but no such amendment will
(1) impair the rights of any holder without the holder's consent except such an
amendment which is necessary to cause any Award or transaction under the Plan to
qualify, or to continue to qualify, for the exemption provided by Rule 16b-3 or
(2) amend any Qualified Performance-Based Award in

                                       20
<PAGE>   21
such a way as to cause it to cease to qualify for the exemption set forth in
Section 162(m)(4)(C). The Committee may also substitute new Stock Options for
previously granted Stock Options, including previously granted Stock Options
having higher option prices; provided, however, that the Committee may take such
action only with respect to Stock Options representing not more than 10% of then
outstanding Stock Options.

         Subject to the above provisions, the Board will have authority to amend
the Plan to take into account changes in law and tax and accounting rules, as
well as other developments and to grant Awards which qualify for beneficial
treatment under such rules without stockholder approval.

SECTION 11.                UNFUNDED STATUS OF PLAN.
         It is presently intended that the Plan constitute an
"unfunded" plan for incentive and deferred compensation. The Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Stock or make payments; provided, however,
that, unless the Committee otherwise determines, the existence of such trusts
or other arrangements is consistent with the "unfunded" status of the Plan.

SECTION 12.                GENERAL PROVISIONS.
         (a) The Committee may require each person purchasing or receiving
shares pursuant to an Award to represent to and agree with the Company in
writing that such person is acquiring any shares without a view to the
distribution thereof. The certificates for such shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer.

         All certificates for shares of Stock or other securities delivered
under the Plan will be subject to such stock transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Commission, any stock exchange upon which the
Stock is then listed and any applicable federal or state securities law, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.

         Notwithstanding any other provision of the Plan or agreements made
pursuant thereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of Stock under the Plan prior to
fulfillment of all of the following conditions:

                  (1) Listing or approval for listing upon notice of issuance,
         of such shares on the New York Stock Exchange, Inc., or such other
         securities exchange as may at the time be the principal market for the
         Stock;

                                       21
<PAGE>   22
                  (2) Any registration or other qualification of such shares of
         the Company under any state or federal law or regulation, or the
         maintaining in effect of any such registration or other qualification
         which the Committee shall, in its absolute discretion upon the advice
         of counsel, deem necessary or advisable; and

                  (3) Obtaining any other consent, approval, or permit from any
         state or federal governmental agency which the Committee shall, in its
         absolute discretion after receiving the advice of counsel, determine to
         be necessary or advisable.

         (b) Nothing contained in the Plan will prevent the Company or any
subsidiary or Affiliate from adopting other or additional compensation
arrangements for its employees.

         (c) The adoption of the Plan will not confer upon any employee any
right to continued employment nor will it interfere in any way with the right of
the Company or any subsidiary or Affiliate to terminate the employment of any
employee at any time.

         (d) No later than the date as of which an amount first becomes
includible in the gross income of the participant for Federal income tax
purposes with respect to any Award under the Plan, the participant will pay to
the Company, or make arrangements satisfactory to the Company regarding the
payment of, any federal, state, local or foreign taxes of any kind required by
law to be withheld with respect to such amount. Unless otherwise determined by
the Company, withholding obligations may be settled with Stock, including Stock
that is part of the Award that gives rise to the withholding requirement. The
obligations of the Company under the Plan will be conditional on such payment or
arrangements, and the Company and its Affiliates will, to the extent permitted
by law, have the right to deduct any such taxes from any payment otherwise due
to the participant. The Committee may establish such procedures as it deems
appropriate, including the making of irrevocable elections, for the settlement
of withholding obligations with Stock.

         (e) At the time of grant, the Committee may provide in connection with
any grant made under the Plan that the shares of Stock received as a result of
such grant will be subject to a right of first refusal pursuant to which the
participant will be required to offer to the Company any shares that the
participant wishes to sell at the then Fair Market Value of the Stock, subject
to such other terms and conditions as the Committee may specify at the time of
grant.

         (f) The reinvestment of dividends in additional Restricted Stock at the
time of any dividend payment will only be

                                       22
<PAGE>   23
permissible if sufficient shares of Stock are available under Section 3 for such
reinvestment (taking into account then outstanding Stock Options and other
Awards).

         (g) The Committee will establish such procedures as it deems
appropriate for a participant to designate a beneficiary to whom any amounts
payable in the event of the participant's death are to be paid or by whom any
rights of the participant, after the participant's death, may be exercised.

         (h) Notwithstanding any other provision of the Plan or any agreement
relating to any Award hereunder, if any right granted pursuant to this Plan
would make a Change in Control transaction ineligible for
pooling-of-interests-accounting under APB No. 16 that, but for the nature of
such grant, would otherwise be eligible for such accounting treatment, the
Committee will have the ability, in its sole discretion, to substitute for the
cash payable pursuant to such grant Common Stock with a Fair Market Value equal
to the cash that would otherwise be payable hereunder.

         (i) The Plan and all Awards made and actions taken thereunder will be
governed by and construed in accordance with the laws of the State of Delaware.

         SECTION 13.                EFFECTIVE DATE OF PLAN.
         The Plan will be effective on the later of (a) the time it is approved
by the Board and (b) the time certain provisions of the Plan are approved by
stockholders for tax purposes.

         SECTION 14.                DIRECTOR STOCK OPTIONS.

         (a) Each director of the Company who is not otherwise an employee of
the Company or any of its subsidiaries or Affiliates, will (1) on the date of
his or her first election as a director of the Company (such initial grant being
an "Initial Grant"), and (2) annually on the third Thursday of February, during
such director's term (the "Annual Grant"), automatically be granted
Non-Qualified Stock Options to purchase Common Stock having an exercise price
per share of Common Stock equal to 100% of Fair Market Value per share of Common
Stock at the date of grant of such Non-Qualified Stock Option. The number of
shares subject to each such Initial Grant, and each such Annual Grant, will be
equal to the annual retainer fee in effect at the date of grant for non-employee
directors of the Company divided by an amount equal to one-third (1/3) of the
Fair Market Value of the Common Stock at the date of grant, rounded to the
nearest 100 shares. A non-employee director who is first elected as a director
of the Company during the course of a year (i.e., on a date other than the date
of the Annual Grant) will, in addition to the Initial Grant, receive upon
election a grant of Non-Qualified Stock Options prorated to reflect the number
of months served in the initial year of service, with the number of shares of
Common

                                       23
<PAGE>   24
Stock subject to such Stock Option being equal to (1) the number of shares
subject to the Initial Grant multiplied by (2) a fraction the numerator of
which will be the number of months from the date of such election through the
date of the next Annual Grant and the denominator of which will be twelve (12).

         (b) An automatic director Stock Option will be granted hereunder only
if as of each date of grant the director (1) is not otherwise an employee of the
Company or any of its subsidiaries or Affiliates, (2) has not been an employee
of the Company or any of its subsidiaries or Affiliates for any part of the
preceding fiscal year, and (3) has served on the Board continuously since the
commencement of his term.

         (c) Except as expressly provided in this Section 14, any Stock Option
granted hereunder will be subject to the terms and conditions of the Plan as if
the grant were made pursuant to Section 5 hereof including, without limitation,
the rights set forth in Section 5(j) hereof.







                                       24