EX-10.A






Exhibit 10.A




VIAD CORP

2007 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT  — EXECUTIVES

Effective as of February 23, 2011




Shares of Restricted Stock are hereby awarded by Viad Corp (Corporation), a Delaware
corporation, effective       , 200      , to        (Employee) in accordance with the
following 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 2007
Viad Corp Omnibus Incentive Plan (Plan), subject to the terms, conditions, and restrictions of such
Plan and as hereinafter set forth.



2. Restrictions on Transfer and Restriction Period. During the period commencing on
the effective date hereof (Commencement Date) and terminating 5 years thereafter (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 and full ownership of
Shares will vest at the end of the Restriction Period, subject to forfeiture and repayment pursuant
to paragraph 4.



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 Shares, prior to the
expiration of the 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 other change in circumstances.



3. Restrictive Covenants. Unless a Change of Control (as defined in the Plan) shall
have occurred after the date hereof, 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 certain conduct as
outlined in this paragraph 3:



(a) Non-Competition. During Employee’s employment with the Corporation or any of its
Affiliates, and for a period of eighteen (18) months following termination of Employee’s employment
with the Corporation or any of its Affiliates, Employee 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, 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):



(i) 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



(ii) 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. For purposes of the provisions of paragraph 3(a), 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.



(b) Non-Solicitation of Customers. During Employee’s employment with the Corporation or any
of its affiliates, and for a period of eighteen (18) months following termination of Employee’s
employment with the Corporation, Employee will not on behalf of any Competitor, solicit business
from any Client of the Corporation that Employee serviced during Employee’s employment with the
Corporation (the “Restricted Clients”). “Client” means any individual, person, business or entity
that has consumed, obtained, retained and/or purchased any services or products offered or sold by
the Corporation or any of its Affiliates during Employee’s employment, and any individual, person,
business or entity or that has been solicited by Employee to consume, obtain, retain or purchase
the services or products offered or sold by the Corporation or any of its affiliates. “Competitor”
means any person or organization engaged (or about to become engaged) in research, development,
marketing, selling, or servicing with respect to any product or service which is the same as,
similar to, or competes with any product, process or service 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).



(c) Non-Solicitation of Employees. During Employee’s employment with the Corporation and for
eighteen (18) months immediately following termination of such employment for any reason, Employee
will not, on behalf of himself or herself, or on behalf of any other person, firm, corporation, or
entity, directly or indirectly (a) solicit for employment, or otherwise seek to employ, retain,
divert or take away any of the agents, representatives or employees of the Corporation with whom
Employee had contact or about whom Employee had access to information in the course of Employee’s
employment with the Corporation, (b) or in any other way assist or facilitate any such employment,
solicitation or retention effort.



(d) Remedies and Governing Law.



(i) Injunctive Relief, Damages and Forfeiture. Employee understands and agrees that the
Corporation’s remedy for violation of the restrictions contained in paragraphs (a), (b) and/or (c)
above is not limited to a requirement that Employee repay any awards granted to Employee under the
Plan. Rather, in the event Employee breaches the terms of the restrictive covenants contained in
paragraphs3 (a), 3(b) and/or 3(c) above, the Corporation will be entitled to seek and obtain any or
all of the following remedies against Employee:



(1) Injunctive Relief. In the event that Employee breaches, or the Corporation reasonably
believes that Employee is about to breach, any of the covenants of paragraphs 3(a), 3(b) and/or
3(c) above, Employee recognizes that the Corporation will suffer immediate and irreparable harm and
that money damages alone will not be adequate to compensate the Corporation or its Affiliates.
Accordingly, Employee agrees that the Corporation will be entitled to temporary, preliminary and/or
permanent injunctive relief enforcing the terms of paragraphs 3(a), 3(b) and/or 3(c) above.



(2) Damages. In the event that Employee breaches any of the covenants of paragraphs 3(a),
3(b) and/or 3(c) above, Employee agrees that the Corporation will be entitled to compensatory
damages in an amount necessary to compensate the Corporation for any harm that is not adequately
redressed or prevented by injunctive relief.



(3) Forfeiture and Repayment. In the event Employee breaches any of the covenants of
paragraphs 3(a), 3(b) and/or 3(c) above, Employee agrees and understands that the Corporation may
require Employee to repay certain awards that have been granted under the Plan, as is more fully
set forth in paragraph 4 below.



(ii) Governing Law. The restrictions set forth in paragraphs 3(a), 3(b) and/or 3(c) will be
governed by, construed, interpreted, and their validity determined, under the law of the State of
Delaware.



4. Forfeiture and Repayment Provisions.



(a) Termination of Employment. Except as provided in this paragraph 4, section (a)
and in paragraph 9 below or as otherwise may be determined by the Board, 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 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 below, 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 Shares will occur to the extent not
previously earned, upon lapse of the Restriction Period as set forth in paragraph 2, provided in
every case, that Employee, upon request of the Corporation, shall execute a Separation Agreement
and Release in connection with termination of his or her employment, such agreement to be in form
and substance satisfactory to the Corporation in its absolute discretion. As used herein, the term
“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.



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 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 such Employee was employed by the
Corporation or any of its Affiliates from the Commencement Date through the date the Employee
ceases to be an employee of the Corporation or any of its Affiliates; 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
2 years subsequent to the date of grant, or such retirement is at least 6 months subsequent to the
date of grant and Employee has retired due to unforeseen hardship or circumstances beyond the
control of Employee, as reasonably determined by the Human Resources Committee of the Board, in its
absolute discretion, and further provided however in every case, that Employee, upon request of the
Corporation, shall execute a Separation Agreement and Release in connection with termination of his
or her employment by reason of normal or early retirement, such agreement to be in form and
substance satisfactory to the Corporation in its absolute discretion.



(b) Violations of Paragraph 3(a), 3(b) and/or 3(c).



(i) In addition to any other remedy at law or in equity, 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(a),
3(b) and/or 3(c) at any time within eighteen (18) months following the date of Employee’s
termination of employment with the Corporation or any of its Affiliates.



(ii) In addition to any other remedy, at law or in equity, if, at any time within eighteen
(18) months 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(a), 3(b) and/or 3(c), then all consideration (without regard to tax effects)
received directly or indirectly by Employee from the sale or other disposition of all Shares which
vest during the two (2) year period prior to Employee’s termination from employment shall be paid
by Employee to the Corporation, or such 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 Shares shall be paid by Employee to the
Corporation or such 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 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 under this
paragraph 4(c).



(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 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
Shares which vest during the two (2) year period prior to the Corporation’s determination shall be
paid by Employee to the Corporation, or such 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 under this paragraph 4(d).



(e) The Corporation’s reasonable determination required under Sections 4(c)(i) and 4(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.



5. Certificates for the Shares. The Corporation shall issue Shares in book entry or
certificated form in the name of the Employee, the number of Shares of which shall equal the amount
of the award specified herein, and shall hold such Shares on deposit for the account of the
Employee until the expiration of the restrictions set forth in paragraph 2 above with respect to
the Shares represented thereby. The Shares, if in certificated form, 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 2007
Viad Corp 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 North Central Avenue, Suite 800,
Phoenix, Arizona 85004-4545.



The Employee agrees that he or she shall execute, at the request of the Corporation, a stock
power covering such award endorsed in blank and that he or she shall promptly deliver such stock
power to the Corporation.



6. 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.



7. Expiration of Restriction Period. Upon the lapse or expiration of the Restriction
Period with respect to any Shares, the Corporation shall deliver such Shares to the Employee
(reduced to the extent provided in paragraph 4(a) in the event of early or normal retirement)
together with the related stock power, if any, held by the Corporation pursuant to paragraph 5
above. The Shares as to which the Restriction Period shall have lapsed or expired 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 5 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.



8. 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, if any, 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 5 above.



9. 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.



10. 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 Human Resources Committee of 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 Committee actions.



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



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



	 	 	 	 	 
	Dated:       , 200      	 	VIAD CORP
	 	 	By:
	 	


	 	 	 	 	 

	 	 	 	 	PAUL B. DYKSTRA

Chairman, President and Chief Executive Officer







ATTEST:



General Counsel


or Assistant Secretary



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



ACCEPTED:



Employee