EX-10.C






Exhibit 10.C




VIAD CORP

MANAGEMENT INCENTIVE PLAN

Pursuant to the 2007 Viad Corp Omnibus Incentive Plan

As Amended February 27, 2013




I. PURPOSE:




The purpose of the Viad Corp Management Incentive Plan (Plan) is to provide key executives
of Viad Corp (Viad) and its subsidiaries with an incentive to achieve goals as set forth
under this Plan for each calendar year (Plan Year) for their respective companies and to
provide effective management and leadership to that end.




	II.	 	PARTICIPATING SUBSIDIARIES, SUBSIDIARY GROUPS AND DIVISIONS:






	 	A.	 	Each subsidiary, subsidiary group, line of business or division listed below is
a “Company” for the purposes of this Plan:






	 	 	 	Name of Company






Each company within the Travel & Recreation Group of Viad, including, but not limited
to, Brewster Inc., Glacier Park, Inc., and Alaskan Park Properties, Inc.




Each company within the Marketing & Events Group of Viad, including, but not limited
to, Global Experience Specialists, Inc.




Viad may, by action of its Board of Directors or its Human Resources Committee, add or
remove business units on the list of participant companies from time to time.




	III.	 	FUNDING LIMIT:






A “funding limit” has been established for each Company and Corporate participant who has
been designated an Executive Officer as defined under Section 16(b) of the Securities
Exchange Act such that the maximum aggregate amount awarded or credited under this Plan and
any other Cash-Based Plan may not exceed five million dollars ($5,000,000) to any one
Participant in any one Plan Year. The Executive Officer cannot be paid Cash-Based Awards in
any one Plan Year that exceed in the aggregate the funding limit provided in this paragraph,
but may be paid less at the discretion of the Committee based on the levels of achievement
of performance measures established by the Committee for a Plan Year.




	IV.	 	PERFORMANCE MEASURES:






As described in the 2007 Viad Corp Omnibus Incentive Plan, the Company and Viad Corp will
adopt Performance Measures from the following list upon which payments or awards will be
based on an annual basis:




	 	(a)	 	Net earnings or net income (before or after taxes);






	 	(b)	 	Earnings per share;






	 	(c)	 	Net sales or revenue growth;






	 	(d)	 	Net operating profit;






	 	(e)	 	Revenue;






	 	(f)	 	Return measures (including, but not limited to, return on assets, capital,
invested capital, equity, sales, or revenue);






	 	(g)	 	Cash flow (including, but not limited to, operating cash flow, free cash flow,
cash generation, cash flow return on equity, and cash flow return on investment);






	 	(h)	 	Earnings before or after taxes, interest, depreciation, and/or amortization;






	 	(i)	 	Gross or operating margins;






	 	(j)	 	Productivity ratios;






	 	(k)	 	Share price (including, but not limited to, growth measures and total
shareholder return);






	 	(l)	 	Expense targets;






	 	(m)	 	Margins;






	 	(n)	 	Operating efficiency;






	 	(o)	 	Market share;






	 	(p)	 	Customer satisfaction;






	 	(q)	 	Unit volume;






	 	(r)	 	Working capital targets and change in working capital;






	 	(s)	 	Economic value added or EVA® (net operating profit after tax minus
the sum of capital multiplied by the cost of capital); and






	 	(t)	 	Strategic plan development and implementation.






Performance Measures may be established for each Company to place increased emphasis on
areas of importance to achieving overall Corporate or subsidiary objectives, with the Chief
Executive Officer of Viad to recommend to the Committee the measures to be used, the goals
to be set and, at the end of the Plan Year, the level of achievement. In order to be
earned, at least one of the predefined financial goals must be achieved and payable (at a
minimum threshold level), subject to downward discretion at the recommendation of the Viad
Chief Executive Officer. Any Performance Measure(s) may be used to measure the Performance
of the Company, subsidiary and/or affiliate as a whole or any business unit of the Company,
subsidiary, and/or affiliate or any combination thereof, as the Committee may deem
appropriate, or any of the above Performance Measures as compared to the performance of a
group of comparator companies, or published or special index that the Committee in its sole
discretion, deems appropriate, or the Company may select Performance Measure (k) above as
compared to various stock market indices.




	V.	 	ESTABLISHING GOALS:






The goals for the Performance Measures to be employed will be established by the Committee
no later than 90 days after the beginning of the Plan Year after receiving the
recommendations of the Chief Executive Officer of Viad Corp. Actual bonus awards will be
dependent on Company or Corporate Performance versus the goals established. Awards will
also be capped when stretch Performance levels are achieved.




	VI.	 	EVALUATION OF PERFORMANCE:






The Committee, in evaluation of achievement of Performance Measures, may include or exclude
any of the following events that occur during a Performance Period, such as: (a) asset
write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in
tax laws, accounting principles, or other laws or provisions affecting reported results,
(d) any reorganization and restructuring programs, (e) extraordinary nonrecurring items as
described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion
and analysis of financial condition and results of operations appearing in the Company’s
annual report to shareholders for the applicable year, (f) acquisitions or divestitures, and
(g) foreign exchange gains and losses. To the extent such inclusions or exclusions affect
Awards to Covered Employees, they shall be prescribed in a form that meets the requirements
of Code Section 162(m) for deductibility.




	VII.	 	PARTICIPATION:






	 	A.	 	PARTICIPANT ELIGIBILITY:






The Committee will select the eligible Executive Officers (as defined under Section
16(b) of the Securities Exchange Act) for participation in the Plan no later than 90
days after the beginning of the Plan Year. Participants will be selected in
accordance with procedures outlined in the Administrative Guidelines of the Plan.




	 	B.	 	TARGET BONUSES:






Threshold, target and cap bonus will be approved by the Committee for each Executive
Officer in writing no later than 90 days after the beginning of the Plan Year and
will be expressed as a percentage of salary paid during the year. Target bonuses for
other eligible personnel will be established in writing within the parameters set
forth in the Administrative Guidelines of the Plan, subject to approval by the Chief
Executive Officer of Viad Corp. Actual bonus awards will be calculated by reference
to a target percentage, with a threshold and cap percentage set forth in the
Administrative Guidelines.




C. BONUS POOL:




	 	1.	 	The “Bonus Pool” will be initially established no later than 90
days after the beginning of the Plan Year and will be adjusted from time to time
to equal the sum of anticipated bonuses of all designated participants in each
Company based upon actual Plan Year salaries, plus 15% of the target bonus
amount for Special Achievement Awards.






	 	2.	 	The Bonus Pool will accrue in accordance with the Bonus Pool
Accrual Formula recommended by the Chief Executive Officer of Viad Corp.






	 	3.	 	Bonus Pool accruals not paid out shall not be carried forward to
any succeeding year.






	 	D.	 	AWARD DETERMINATION:






	 	1.	 	Individual bonus awards will be equal to the product of the
target bonus percentage times the weighted average percentage of Bonus Pool
accrued as determined in paragraph C above times the individual’s actual base
salary earnings during the Plan Year, subject to adjustments as follows:






	 	a)	 	discretionary upwards or downward adjustment of formula
bonus awards by the Committee after considering the recommendation of the
Company President or Chief Executive Officer with the approval of the Chief
Executive Officer of Viad Corp for those executives not affected by Section
162(m) of the Internal Revenue Code, and






	 	b)	 	discretionary downward adjustment of awards by the
Committee for those Executive Officers affected by Section 162(m) of the
Internal Revenue Code, and






	 	c)	 	no individual award may exceed the individual’s capped
target award or the funding limit with respect to Executive Officers, and
the aggregate recommended bonuses may not exceed the Bonus Pool accrued for
other than Special Achievement Awards.






	 	2.	 	Bonuses awarded to the participating management staff of
subsidiary groups may be paid from funds accrued based upon the target bonus for
such participant(s) times the weighted average performance of the Companies in
the subsidiary group, subject to adjustments as above.






	VIII.	 	RESTRICTIVE COVENANT, FORFEITURES AND REPAYMENT PROVISIONS:






	 	A.	 	NON-COMPETE:






Unless a Change of Control (as defined in the Viad Corp Omnibus Incentive Plan, as
amended) shall have occurred after the date hereof:




	 	1.	 	In order to better protect the goodwill of Viad and its
Affiliates (as defined in the Plan) and to prevent the disclosure of Viad’s or
its Affiliates’ trade secrets and confidential information and thereby help
insure the long-term success of the business, each participant in this Plan,
without prior written consent of Viad, 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 eighteen (18) months following the date
of such participant’s termination of employment with Viad 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 Viad or its
Affiliates (including both existing services or products as well as services or
products known to such participant, as a consequence of such participant’s
employment with Viad or one of its Affiliates, to be in development):






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






	 	b)	 	with respect to which during that period of time such
participant, as a consequence of participant’s job performance and duties,
acquired knowledge of trade secrets or other confidential information of
Viad or its Affiliates.






	 	2.	 	For purposes of the provisions of paragraph VIII A, it shall be
conclusively presumed that a participant in this Plan 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.






	 	3.	 	If, at any time within eighteen (18) months following the date of
a participant’s termination of employment with Viad or any of its Affiliates,
such participant engages in any conduct agreed to be avoided in accordance with
paragraph VIII A, then all bonuses paid under this Plan to such participant
during the last eighteen (18) months of employment shall be returned or
otherwise repaid by such participant to Viad. Participants in this Plan consent
to the deduction from any amounts Viad or any of its Affiliates owes to such
participants to the extent of the amounts such participants owe Viad hereunder.






	 	B.	 	MISCONDUCT:






Unless a Change of Control shall have occurred after the date hereof, all bonuses
paid under this Plan to any participant shall be returned or otherwise repaid by such
participant to Viad, if Viad reasonably determines that during a participant’s
employment with Viad or any of its Affiliates:




	 	1.	 	such participant 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 Viad applicable to such participant or of the Always Honest
compliance program or similar program of Viad; or






	 	2.	 	such participant was aware of and failed to report, as
required by any code of ethics of Viad applicable to such participant or by
the Always Honest compliance program or similar program of Viad, 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 Viad applicable to such participant or of the Always
Honest compliance program or similar program of Viad.






Participants in this Plan consent to the deduction from any amounts Viad or any of
its Affiliates owes to such participants to the extent of the amounts such
participants owe Viad hereunder.




	 	C.	 	ACTS CONTRARY TO VIAD.






Unless a Change of Control shall have occurred after the date hereof, if Viad
reasonably determines that at any time within two (2) years after the award of any
bonus under this Plan to a participant that such participant has acted significantly
contrary to the best interests of Viad, including, but not limited to, any direct or
indirect intentional disparagement of Viad, then any bonus paid under this Plan to
such participant during the prior two- (2) year period shall be returned or otherwise
repaid by the participant to Viad. Participants in this Plan consent to the
deduction from any amounts Viad or any of its Affiliates owes to such participants to
the extent of the amounts such participants owe Viad hereunder.




	 	D.	 	The Corporation’s reasonable determination required under paragraphs VIII B and
VIII C 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.






	IX.	 	SPECIAL ACHIEVEMENT AWARDS:






Special bonuses of up to 15% of base salary for employees (primarily exempt employees) who
are not participants in this Plan, including newly hired employees, may be recommended at
the discretion of the Chief Executive Officer to the Committee from the separate funds for
discretionary awards provided for under paragraph VII C.




	X.	 	APPROVAL AND DISTRIBUTION:






The individual incentive bonus amounts and the terms of payment thereof will be fixed
following the close of the Plan Year by the Committee.




	XI.	 	COMPENSATION ADVISORY COMMITTEE:






The Compensation Advisory Committee is appointed by the Chief Executive Officer of Viad Corp
to assist the Committee in the implementation and administration of this Plan. The
Compensation Advisory Committee shall propose administrative guidelines to the Committee to
govern interpretations of this Plan and to resolve ambiguities, if any, but the Compensation
Advisory Committee will not have the power to terminate, alter, amend, or modify this Plan
or any actions hereunder in any way at any time.




	XII.	 	SPECIAL COMPENSATION STATUS:






All bonuses paid under this Plan shall be deemed to be special compensation and, therefore,
unless otherwise provided for in another plan or agreement, will not be included in
determining the earnings of the recipients for the purposes of any pension, group insurance
or other plan or agreement of a Company or of Viad Corp. Participants in this Plan shall
not be eligible for any contractual or other short-term (sales, productivity, etc.)
incentive plan except in those cases where participation is weighted between this Plan and
any such other short-term incentive plan.




	XIII.	 	PLAN TERMINATION:






This Plan shall continue in effect until such time as it may be canceled or otherwise
terminated by action of the Board of Directors of Viad Corp. While it is contemplated that
incentive awards from the Plan will be made, the Board of Directors of Viad Corp may
terminate, amend, alter, or modify this Plan at any time and from time to time.
Participation in the Plan shall create no right to participate in any future year’s Plan.



	 	 	 
	XIV.
	 	EMPLOYEE RIGHTS:

	 	 	 

	 	 	No participant in this Plan shall be deemed to have a right to any part

or share of this Plan, except as provided in Paragraphs XV and XVI.

This Plan does not create for any employee or participant any right to

be retained in service by any Company, nor affect the right of any such

Company to discharge any employee or participant from employment.

Except as provided for in administrative guidelines, a participant who

is not an employee of Viad Corp or one of its subsidiaries on the date

bonuses are paid will not receive a bonus payment.

	XV.
	 	EFFECT OF CHANGE OF CONTROL:

	 	 	 








Notwithstanding anything to the contrary in this Plan, in the event of a Change of Control
(as defined in the 2007 Viad Corp Omnibus Incentive Plan) each participant in the Plan shall
be entitled to a prorata bonus award calculated on the basis of achievement of Performance
goals through the date of the Change of Control.




	XVI.	 	DEATH, DISABILITY AND RETIREMENT:






If a participant ceases to be an employee of Viad or a Company by reason of death or
disability, or by reason of normal or early retirement, such participant shall be entitled
to a prorata bonus, if earned, calculated based on the percentage of time such participant
was employed by Viad or a Company from the beginning of the Plan Year through the date the
participant ceases to be an employee of Viad or a Company.



	 	 	 
	XVII.
	 	DEFINITIONS:

	 	 	 

	 	 	Capitalized terms used in this Plan which are not defined herein shall

have the meaning ascribed to them in the 2007 Viad Corp Omnibus

Incentive Plan.

	XVIII.
	 	EFFECTIVE DATE:

	 	 	 








The Plan shall be effective as of January 1, 2008.