EX-10.D






Exhibit 10.D




VIAD CORP

PERFORMANCE UNIT INCENTIVE PLAN

Pursuant to the 2007 Viad Corp Omnibus Incentive Plan

As Amended February 27, 2013





	I.	 	PURPOSE






The purpose of the Plan is to promote the long-term interests of the Corporation and its
stockholders by providing a means for attracting and retaining designated key executives of
the Corporation and its Affiliates through a system of cash rewards for the accomplishment
of long-term, predefined performance goals.




	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.




	III.	 	ADMINISTRATION






The Plan shall be administered by the Committee. Except as limited by the express
provisions of the Plan, the Committee shall have sole and complete authority and discretion
to (i) select Participants and grant Awards; (ii) determine the number of Performance Units
to be subject to Awards generally, as well as to individual Awards granted under the Plan;
(iii) select the performance measures and the Performance Period for any Awards; (iv)
determine the goals that must be achieved in order for the Awards to be payable and the
other terms and conditions upon which Awards shall be granted under the Plan; (v) prescribe
the form and terms of instruments evidencing such Awards; and (vi) establish from time to
time regulations for the administration of the Plan, interpret the Plan, and make all
determinations deemed necessary or advisable for the administration of the Plan.




	IV.	 	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 goals established by the Committee for a Performance Period.




	V.	 	PERFORMANCE MEASURES






As described in the 2007 Viad Corp Omnibus Incentive Plan, the Company and Viad Corp will
adopt performance goals from the following measures 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 Performance Period, the level of achievement. In order to
be earned, at least one of the predefined financial measures 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.




	VI.	 	ESTABLISHING GOALS






The appropriate weighting of measures, goals, range of values above and below such goals,
and the Performance Period to be used as a basis for the measurement of performance for
Awards under the Plan will be determined by the Committee no later than 90 days after the
beginning of each new Performance Period during the life of the Plan, after giving
consideration to the recommendations of the Chief Executive Officer of Viad Corp.
Performance Units will be earned based upon the degree of achievement of predefined goals
over the Performance Period following the date of grant. Earned Performance Units may
range, based on achievement of predefined goals over the Performance Period, from 0% to 200%
of the target Performance Units.




	VII.	 	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.




	VIII.	 	RANGE OF PERFORMANCE AWARDS






The range of values for the Corporation’s or a Subsidiary Company’s performance goals will
be recommended by the Chief Executive Officer of Viad Corp for approval by the Committee.




Performance Units will be earned based upon the degree of achievement of each of the
predefined goals over the Performance Period following the date of grant.



	 	 	 
	IX.	 	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 Performance Period.

	 	 	Other Participants will be selected in accordance with procedures outlined in the Administrative Guidelines.








	X.	 	AWARD DETERMINATION






Awards will be recommended by the Chief Executive Officer of Viad Corp for approval by the
Committee annually no later than 90 days after the beginning of each new Performance Period.



	 	 	 
	XI.	 	GENERAL TERMS AND CONDITIONS
	 	 	The Committee shall have full and complete authority and discretion,

except as expressly limited by the Plan, to grant Units and to provide

the terms and conditions (which need not be identical among

Participants) thereof. Without limiting the generality of the

foregoing, the Committee may specify a Performance Period of not less

than two years or not more than five years, and such time period will

be substituted as appropriate to properly effect the specified

Performance Period. No Participant or any person claiming under or

through such person shall have any right or interest, whether vested or

otherwise, in the Plan or in any Award thereunder, contingent or

otherwise, unless and until all the terms, conditions, and provisions

of the Plan and its approved administrative requirements that affect

such Participant or such other person shall have been complied with.

Nothing contained in the Plan shall (i) require the Corporation to

segregate cash or other property on behalf of any Participant or (ii)

affect the rights and power of the Corporation or its Affiliates to

dismiss and/or discharge any Participant at any time.

	XII.
	 	ADJUSTMENTS

	 	 	 

	 	 	Any recapitalization, reclassification, stock split, stock dividend,

sale of assets, combination or merger not otherwise provided for herein

which affects the outstanding shares of Common Stock of the Corporation

or any other change in the capitalization of the Corporation affecting

the Common Stock shall be appropriately adjusted for by the Committee

and any such adjustments shall be final, conclusive and binding.

	XIII.
	 	PAYMENT OF AWARDS

	 	 	 








	 	(a)	 	The Committee will determine whether and to what extent any Award becomes
payable under the Plan. Any Award determined to be payable by the Committee shall be
subject to the following calculation: Each Performance Unit payable shall be
multiplied by the average of the daily means of the market prices of the Corporation’s
Common Stock on the New York Stock Exchange as reported on the consolidated transaction
reporting system during the ten trading day period beginning on the day following
public announcement of the Corporation’s year-end financial results following the
Performance Period. Payment of the Award will be made following Committee approval by
March 15 in the year following the close of the Performance Period. The Committee
shall certify in writing that the performance goals have been met prior to payment of
the Award to the extent required by Section 162(m). For those Executive Officers
affected by Section 162(m) of the Code, Awards will be subject to discretionary
downward adjustment by the Committee. Amounts payable under any Award will be subject
to the limits set forth in the 2007 Omnibus Plan.






	 	(b)	 	Awards granted under this Plan shall be payable during the lifetime of the
Participant to whom such Award was granted only to such Participant; and, except as
otherwise provided herein or in a Performance Unit Agreement between the Corporation
and a Participant, which Agreement has been approved by the Committee, no such Award
will be payable unless at the time of payment such Participant is an employee of and
has continuously since the grant thereof been an employee of the Corporation or an
Affiliate. Neither absence nor leave, if approved by the Corporation, nor any transfer
of employment between Affiliates or between an Affiliate and the Corporation shall be
considered an interruption or termination of employment for purposes of this Plan.






	 	(c)	 	If authorized by the Committee, payment of all or a portion of any earned Award
may be deferred pursuant to a deferred compensation plan of the Corporation then in
effect; provided that the election to defer payment of any earned Award must be made at
least six months prior to the expiration of the applicable Performance Period or as
otherwise required by Section 409A of the Code.






	XIV.	 	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 pro rata bonus award calculated on the basis of achievement of 100% of the
predefined performance goals through the date of the Change of Control.



	 	 	 
	XV.	 	ASSIGNMENTS AND TRANSFERS
	 	 	No award to any Participant under the provisions of the Plan may be

assigned, transferred, or otherwise encumbered except, in the event of

death of a Participant, by will or the laws of descent and

distribution.

	XVI.
	 	PLAN TERMINATION

	 	 	 

	 	 	The Board may amend, suspend, or terminate the Plan or any portion

thereof at any time; provided, however, that no such amendment,

suspension, or termination shall invalidate the Awards already made to

any Participant pursuant to the Plan, without his consent.

Participation in the Plan shall not create a right to participate in

any future years’ Plan.

	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.
	 	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.

	XIX.
	 	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.

	XX.
	 	EFFECTIVE DATE

	 	 	 

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