exv10wb



 






Exhibit 10.B




VIAD CORP

1997 OMNIBUS INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT

AS AMENDED MARCH 29, 2005




     Shares of Performance-Based Restricted Stock are hereby awarded by Viad Corp (Corporation), a
Delaware corporation, effective                     , to                      (Employee) in accordance with the
following restrictions, terms and conditions:



     1. Share Award. The Corporation hereby awards the Employee ___ Shares (Shares) of
Common Stock, par value $1.50 per share (Common Stock) of the Corporation pursuant to the Viad Corp
1997 Omnibus Incentive Plan (Plan), and upon the terms and conditions, and subject to the
restrictions therein and hereinafter set forth.



     2. Restrictions on Transfer and Restriction Period. During the period commencing on
the date hereof (Commencement Date) and terminating as set forth below (Restriction Period), the
Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered by the Employee,
except as hereinafter provided. The Restriction Period shall lapse as follows:




	 	a)  	One third of Earned Shares, effective as of January 1 of
the first year following the year of grant, subject to
final determination of achievement of Management Incentive
Plan (MIP) performance targets;
	 
	 	b)  	One third of Earned Shares on January 1 of the second year
following the year of grant; and
	 
	 	c)  	The remaining one third of Earned Shares on January 1 of
the third year following the year of grant.




Shares will be earned, subject to forfeiture pursuant to paragraph 3, based upon the level of
achievement of MIP performance targets in the year of grant (Earned Shares). No Shares will be
earned if overall achievement of MIP performance targets is below 80% of target, and 25% of Shares
will be earned if overall achievement of MIP performance targets is at 80% of target, with Shares
above that level earned ratably at the same percentage as MIP awards, up to but not exceeding 100%
of target achievement. Shares will be earned by Corporate participants based solely on Corporate
results; but, for operating company participants, 50% of the Shares will be earned based on
achievement of operating company MIP performance targets and 50% of the Shares will be earned based
on achievement of Corporate MIP performance targets, with the threshold for each such target to be
at 80% of such target (for a 25% payout).



Full ownership of Earned Shares will enure to the benefit of the Employee at the expiration of the
Restriction Period with respect thereto, subject to forfeiture pursuant to paragraph 3. The Board
of Directors (Board) shall have the authority, in its discretion, to accelerate the time at which
any or all of the restrictions shall lapse with respect to any Earned Shares, prior to the
expiration of the


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Restriction Period with respect thereto, or to remove any or all of such restrictions, whenever the
Board may determine that such action is appropriate by reason of change in applicable tax or other
law, or any other change in circumstances.




     3. Forfeiture and Repayment Provisions.



          (a) Termination of Employment. Except as provided in this paragraph 3(a) and in
paragraph 8 below, if the Employee ceases to be an Employee of the Corporation or any of its
Affiliates (as defined in the Plan) for any reason, all Shares or Earned Shares which at the time
of such termination of employment are subject to the restrictions imposed by paragraph 2 above
shall upon such termination of employment be forfeited and returned to the Corporation.



          Except as otherwise specifically determined by the Human Resources Committee in its absolute
discretion on a case by case basis, if the Employee is terminated by the Corporation or any of its
Affiliates for any reason, (other than for Cause, as defined in the Plan, or for failure to meet
performance expectations, as determined by the Chief Executive Officer of the Corporation), or if
the Employee ceases to be an employee of the Corporation or any of its Affiliates by reason of
death or total or partial disability, full ownership of the Earned Shares will occur, upon lapse of
the applicable Restriction Periods as set forth in paragraph 2.



          If the Employee ceases to be an employee of the Corporation or any of its Affiliates by reason
of normal or early retirement, full ownership of the Earned Shares will occur upon lapse of the
Restriction Period as set forth in paragraph 2 and dividends will be paid through such period, in
each case on a pro rata basis, calculated based on the percentage of time Employee was employed by
the Corporation or any of its Affiliates from the Commencement Date through the date the Employee
was employed during the year in which the award was granted, provided, however, that full ownership
of the Shares (versus pro rata ownership) will occur upon lapse of such Restriction Period if the
Employee has reached age 60 at the time of retirement and such retirement is at least 6 months
subsequent to the date of grant.



          (b) Non-Compete. Unless a Change of Control (as defined in the Plan) shall have
occurred after the date hereof:



               (i) In order to better protect the goodwill of the Corporation and its Affiliates and to
prevent the disclosure of the Corporation’s or its Affiliates’ trade secrets and confidential
information and thereby help insure the long-term success of the business, Employee, without prior
written consent of the Corporation, will not engage in any activity or provide any services,
whether as a director, manager, supervisor, employee, adviser, agent, consultant, owner of more
than five (5) percent of any enterprise or otherwise, for a period of two (2) years following the
date of Employee’s termination of employment with the Corporation or any of its Affiliates, in
connection
with the manufacture, development, advertising, promotion, design, or sale of any service or
product which is the same as or similar to or competitive with any services or products of the
Corporation or its Affiliates (including both existing services or products as well as services or
products known to the Employee, as a consequence of Employee’s employment with the Corporation or
one of its Affiliates, to be in development):



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                    (1) with respect to which Employee’s work has been directly concerned at any time during the
two (2) years preceding termination of employment with the Corporation or one of its Affiliates, or



                    (2) with respect to which during that period of time Employee, as a consequence of Employee’s
job performance and duties, acquired knowledge of trade secrets or other confidential information
of the Corporation or its Affiliates.



               (ii) For purposes of the provisions of paragraph 3(b), it shall be conclusively presumed that
Employee has knowledge of information he or she was directly exposed to through actual receipt or
review of memos or documents containing such information, or through actual attendance at meetings
at which such information was discussed or disclosed.



               (iii) All Shares subject to the restrictions imposed by paragraph 2 above shall be forfeited
and returned to the Corporation, if Employee engages in any conduct agreed to be avoided pursuant
to the provisions of paragraph 3(b) at any time within two (2) years following the date of
Employee’s termination of employment with the Corporation or any of its Affiliates.



               (iv) If, at any time within two (2) years following the date of Employee’s termination of
employment with the Corporation or any of its Affiliates, Employee engages in any conduct agreed to
be avoided pursuant to the provisions of paragraph 3(b), then all consideration (without regard to
tax effects) received directly or indirectly by Employee from the sale or other disposition of all
Earned Shares earned within two (2) years prior to termination of employment shall be paid by
Employee to the Corporation, or such Earned Shares shall be returned to the Corporation. Employee
consents to the deduction from any amounts the Corporation or any of its Affiliates owes to
Employee to the extent of the amounts Employee owes the Corporation hereunder.



          (c) Misconduct. Unless a Change of Control shall have occurred after the date hereof:



               (i) All consideration (without regard to tax effects) received directly or indirectly by
Employee from the sale or other disposition of the Earned Shares shall be paid by Employee to the
Corporation, or such Earned Shares shall be returned to the Corporation, if the Corporation
reasonably determines that during Employee’s employment with the Corporation or any of its
Affiliates:



                    (1) Employee knowingly participated in misconduct that causes a misstatement of the financial
statements of Viad or any of its Affiliates or misconduct which represents a material violation of
any code of ethics of the Corporation applicable to Employee or of the Always Honest compliance
program or similar program of the Corporation; or



                    (2) Employee was aware of and failed to report, as required by any code of ethics of the
Corporation applicable to Employee or by the Always Honest compliance program or similar program of
the Corporation, misconduct that causes a misstatement of the financial statements of Viad or any
of its Affiliates or misconduct which represents a material



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knowing violation of any code of ethics
of the Corporation applicable to Employee or of the Always Honest compliance program or similar
program of the Corporation.



               (ii) Employee consents to the deduction from any amounts the Corporation or any of its
Affiliates owes to Employee to the extent of the amounts Employee owes the Corporation hereunder.



          (d) Acts Contrary to Corporation. Unless a Change of Control shall have occurred
after the date hereof, if the Corporation reasonably determines that at any time within two (2)
years after the lapse of the last Restriction Period Employee has acted significantly contrary to
the best interests of the Corporation, including, but not limited to, any direct or indirect
intentional disparagement of the Corporation, then all consideration (without regard to tax
effects) received directly or indirectly by Employee from the sale or other disposition of all
Earned Shares earned during the two (2) year period prior to the Corporation’s determination shall
be paid by Employee to the Corporation, or such Earned Shares shall be returned to the Corporation.
Employee consents to the deduction from any amounts the Corporation or any of its Affiliates owes
to Employee to the extent of the amounts Employee owes the Corporation hereunder.



          (e) The Corporation’s reasonable determination required under Sections 3(c)(i) and 3(d) shall
be made by the Human Resources Committee of the Corporation’s Board of Directors, in the case of
executive officers of the Corporation, and by the Chief Executive Officer and Corporate Compliance
Officer of the Corporation, in the case of all other officers and employees.



     4. Certificates for the Shares. The Corporation shall issue a certificate in respect
of the aggregate number of Shares in the name of the Employee, which shall equal the amount of the
award specified herein. The Corporation shall hold all certificates on deposit for the account of
the Employee until expiration of the first restriction period set forth in paragraph 2 above, as
applicable, with respect to the Shares granted, at which time new certificates shall be issued
which shall be commensurate with the installment periods set forth in paragraph 2 above. Each
certificate for restricted Shares shall bear the following legend:



The transferability of this certificate and the
Shares of stock represented hereby are subject
to the terms and conditions (including
forfeiture)
contained in the Viad Corp 1997 Omnibus Incentive
Plan and an Agreement entered into between the
registered
owner and Viad Corp. Copies of such Plan and
Agreement
are on file with the Vice President-General Counsel
of Viad Corp,
1850 N. Central Ave., Suite 800, Phoenix, AZ
85004-4545.



     The Employee further agrees that simultaneously with his or her acceptance of this Agreement,
he or she shall from time to time execute a stock power covering such award endorsed in blank and
that he or she shall promptly deliver such stock power to the Corporation.



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     5. Employee’s Rights. Except as otherwise provided herein, the Employee, as owner of
the Shares, shall have all rights of a shareholder, including, but not limited to, the right to
receive all dividends paid on the Shares and the right to vote the Shares.



     6. Expiration of Restriction Period. Upon the lapse or expiration of the Restriction
Period with respect to any Earned Shares, the Corporation shall deliver or redeliver to the
Employee the certificate in respect of such Shares (reduced as provided in paragraph 3(a) in the
event of early or normal retirement) and the related stock power held by the Corporation pursuant
to paragraph 4 above. The Earned Shares as to which the Restriction Period shall have lapsed or
expired and which are represented by such certificate shall be free of the restrictions referred to
in paragraph 2 above and such certificate shall not bear thereafter the legend provided for in
paragraph 4 above.



     To the extent permissible under applicable tax, securities, and other laws, the Corporation
will permit Employee to satisfy a tax withholding requirement by directing the Corporation to apply
Shares to which Employee is entitled as a result of termination of the Restricted Period with
respect to any Shares of Restricted Stock, in such manner as the Corporation shall choose in its
discretion to satisfy such requirement.



     7. Adjustments for Changes in Capitalization of Corporation. In the event of a
change in the Common Stock through stock dividends, stock splits, recapitalization or other changes
in the corporate structure of the Corporation during the Restriction Period, the number of Shares
of Common Stock subject to restrictions as set forth herein shall be appropriately adjusted and the
determination of the Board of Directors of the Corporation as to any such adjustments shall be
final, conclusive and binding upon the Employee. Any Shares of Common Stock or other securities
received, as a result of the foregoing, by the Employee with respect to Shares subject to the
restrictions contained in paragraph 2 above also shall be subject to such restrictions and the
certificate(s) or other instruments representing or evidencing such Shares or securities shall be
legended and deposited with the Corporation, along with an executed stock power, in the manner
provided in paragraph 4 above.



     8. Effect of Change in Control. In the event of a Change in Control (as defined in
the Plan), the restrictions applicable to any Shares awarded hereby shall lapse, and such Shares
shall be free of all restrictions and become fully vested and transferable to the full extent of
the original grant.



     9. Plan and Plan Interpretations as Controlling. The Shares hereby awarded and the
terms and conditions herein set forth are subject in all respects to the terms and conditions of
the Plan, which are controlling. The Plan provides that the Corporation’s Board of Directors may
from time to time make changes therein, interpret it and establish regulations for the
administration thereof. The Employee, by acceptance of this Agreement, agrees to be bound by said
Plan and such Board actions.



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Shares may not be issued hereunder, or redelivered, whenever such issuance or redelivery would be
contrary to law or the regulations of any governmental authority having jurisdiction.



IN WITNESS WHEREOF, the parties have caused this Performance-Based Restricted Stock Agreement to be
duly executed.




	 	 	 	 	 	 	 	 	 
	Dated:	 	                    , 2005	 	VIAD CORP	 	 
	 

 
	 	 	 	 	 	 	 	 
	

	 	 	 	By:	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	ROBERT H. BOHANNON	 	 
	

	 	 	 	 	 	Chairman, President and
Chief Executive Officer
	 	 






ATTEST:










General Counsel or Assistant Secretary



This Performance-Based Restricted Stock Agreement shall be effective only upon execution by
Employee and delivery to and receipt by the Corporation.




	 	 	 	 	 
	

	 	ACCEPTED:	 	 
	 

 
	 	 	 	 
	

	 	 	 	 
	

	 	Employee
	 	 







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