exv10wc1a



 



EXHIBIT 10.C1A



VIAD CORP

1997 OMNIBUS INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT



As Amended February 19, 2004



     Shares of Performance-Based Restricted Stock are hereby awarded by Viad
Corp (Corporation), a Delaware corporation, effective January 1, 2004, 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 corporate achievement of
MIP performance targets is below 90% of target, and 25% of Shares will be
earned if overall corporate achievement of MIP performance targets is at 90% 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.


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 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.


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     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 applicable Restriction Periods 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 during the year in which the award was granted.



          (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):



                     (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.




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          (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 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.



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          (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,
	Viad Tower, Phoenix, Arizona 85077-1012.



     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.


     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
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 may, in its sole discretion, 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


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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.


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: February 18, 2004	 	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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