EX-10.B






Exhibit 10.B




VIAD CORP

2007 OMNIBUS INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT




Performance-Based Restricted Stock Units (Units) are hereby awarded by Viad Corp
(Corporation), a Delaware corporation, effective       , 20      , to        (Employee) in
accordance with the following restrictions, terms and conditions:



1. Unit Award. The Corporation hereby awards the Employee        Units 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 date hereof (Commencement Date) and terminating as set forth below (Restriction Period), the
Units 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 Units, 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 Units on January 1 of the second year following the year of grant; and

	c)
	 	The remaining one third of Earned Units on January 1 of the third year following the year

of grant.







Units will be earned, subject to forfeiture and repayment pursuant to paragraph 4, based upon the
level of achievement of MIP performance targets in the year of grant (Earned Units). No Units will
be earned if overall achievement of MIP performance targets is below 80% of target, and 25% of
Units will be earned if overall achievement of MIP performance targets is at 80% of target, with
Units above that level earned ratably at the same percentage as MIP awards, up to but not exceeding
100% of target achievement. Units will be earned by Corporate participants based solely on
Corporate results; but, for operating company participants, 50% of the Units will be earned based
on achievement of operating company MIP performance targets and 50% of the Units 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 Units will inure to the benefit of the Employee at the expiration of the
Restriction Period with respect thereto, subject to the forfeiture and repayment provisions of
paragraph 4. The Human Resources Committee of the Board of Directors (“Committee”) 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 Units, prior to the expiration of the Restriction Period with
respect thereto, or to remove any or all of such restrictions, whenever the Committee may determine
that such action is appropriate by reason of change in applicable tax or other law, or any 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(a) and in
paragraph 9 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 Units or Earned Units 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 Earned Units will occur, upon lapse of
the applicable Restriction Periods as set forth in paragraph 2. 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 Earned Units will occur upon lapse of the
Restriction Period as set forth in paragraph 2 and dividend equivalents 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 Units (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.



(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 Units 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 payments (without regard to tax effects) received
directly or indirectly by Employee with respect to the Earned Units within two (2) years prior to
termination of employment shall be paid by Employee 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 payments (without regard to tax effects) received directly or indirectly by Employee
with respect to the Earned Units shall be paid by Employee 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 payments (without regard to tax effects)
received directly or indirectly by Employee with respect to the Earned Units earned during the two
(2) year period prior to the Corporation’s determination shall be paid by Employee 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 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. Employee’s Rights. Except as otherwise provided herein, the Employee, as owner of
the Units, shall have rights which are equivalent in all material respects to rights granted to a
holder of Performance-Based Restricted Stock of the Corporation, except that the Units will not
have voting or other rights uniquely associated with common stock, and the Employee will receive
dividend equivalents rather than dividends.



6. Expiration of Restriction Period. Upon the lapse or expiration of the Restriction
Period with respect to any Earned Units, the Corporation shall promptly pay Employee the cash value
of such units, such value to be calculated on the basis of the value of Viad common stock on the
date that the Restriction Period lapses or expires (reduced to the extent provided in paragraph
4(a) in the event of early or normal retirement).



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
payments to which Employee is entitled as a result of termination of the Restricted Period with
respect to any Units, 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 Units
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 Units or other securities received, as a result of the
foregoing, by the Employee with respect to Units subject to the restrictions contained in paragraph
2 above also shall be subject to such restrictions.



8. Effect of Change in Control. In the event of a Change in Control (as defined in
the Plan), the Restriction Period shall lapse and the Units shall be free of all restrictions and
become fully vested and payable to Employee.



9. Plan and Plan Interpretations as Controlling. The Units 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.



Units 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.



10. Compliance with or exemption from Code Section 409A. Notwithstanding any other
term of this Agreement to the contrary, this Agreement is intended to satisfy or otherwise be
exempt from the requirements of Section 409A. To the extent that any payment pursuant to this
Agreement is or becomes subject to Section 409A of the Internal Revenue Code it shall be paid in
accordance with the requirements of Section 409A and no deferral or acceleration of payment
inconsistent with Section 409A shall be permitted. Any payment subject to Section 409A due to a
separation from service shall be delayed for a six month period if payable to a “Key Employee” (as
defined below). Payments made upon lapse of a substantial risk of forfeiture herein shall be made
within the two and one-half month period following the taxable year of the Corporation in which the
amount was no longer subject to a substantial risk of forfeiture and an Employee shall have no
ability to designate the taxable year of payment. Payments made due to a Change in Control shall be
made within 30 days of the Change in Control and the Employee shall have no discretion to designate
the taxable year of receipt. To the extent that any provision of this Agreement fails to satisfy
the requirements of, or be exempt from Section 409A, the provision shall be automatically modified
in a manner that, in the good faith opinion of the Corporation, brings the provision into
compliance with Section 409A while preserving as closely as possible the original intent of this
Agreement. “Key Employee” means an Executive considered a key employee for the 12-month period
commencing on April 1st of the year following the 12-month period ending on December 31st of the
preceding year during which the Executive met the requirements of Internal Revenue Code Section 416
as applied under Section 409A.



IN WITNESS WHEREOF, the parties have caused this Performance-Based Restricted Stock Units
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 Performance-Based Restricted Stock Units Agreement shall be effective only upon execution by
Employee and delivery to and receipt by the Corporation.



	 
	ACCEPTED:

	     

	Employee