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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/18 Viad Corp 10-K 12/31/17 143:29M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.87M
2: EX-10.B10 Material Contract HTML 61K
3: EX-10.B4 Material Contract HTML 75K
4: EX-10.B5 Material Contract HTML 79K
5: EX-10.B6 Material Contract HTML 53K
6: EX-10.B7 Material Contract HTML 70K
7: EX-10.B8 Material Contract HTML 67K
8: EX-10.H1 Material Contract HTML 43K
9: EX-21 Subsidiaries List HTML 46K
10: EX-23 Consent of Experts or Counsel HTML 40K
11: EX-24 Power of Attorney HTML 44K
12: EX-31.1 Certification -- §302 - SOA'02 HTML 44K
13: EX-31.2 Certification -- §302 - SOA'02 HTML 44K
14: EX-32.1 Certification -- §906 - SOA'02 HTML 42K
21: R1 Document and Entity Information HTML 69K
22: R2 Consolidated Balance Sheets HTML 136K
23: R3 Consolidated Balance Sheets (Parenthetical) HTML 54K
24: R4 Consolidated Statements of Operations HTML 141K
25: R5 Consolidated Statements of Comprehensive Income HTML 70K
(Loss)
26: R6 Consolidated Statements of Comprehensive Income HTML 48K
(Loss) (Parenthetical)
27: R7 Consolidated Statements of Stockholders' Equity HTML 105K
28: R8 Consolidated Statements of Stockholders' Equity HTML 42K
(Parenthetical)
29: R9 Consolidated Statements of Cash Flows HTML 138K
30: R10 Overview and Summary of Significant Accounting HTML 97K
Policies
31: R11 Share-Based Compensation HTML 170K
32: R12 Acquisition of Businesses HTML 266K
33: R13 Inventories HTML 56K
34: R14 Other Current Assets HTML 75K
35: R15 Property and Equipment HTML 71K
36: R16 Other Investments and Assets HTML 66K
37: R17 Goodwill and Other Intangible Assets HTML 268K
38: R18 Other Current Liabilities HTML 116K
39: R19 Other Deferred Items and Liabilities HTML 99K
40: R20 Debt and Capital Lease Obligations HTML 122K
41: R21 Fair Value Measurements HTML 120K
42: R22 Income Per Share HTML 98K
43: R23 Preferred Stock Purchase Rights HTML 41K
44: R24 Accumulated Other Comprehensive Income (Loss) HTML 149K
45: R25 Income Taxes HTML 373K
46: R26 Pension and Postretirement Benefits HTML 1.28M
47: R27 Restructuring Charges HTML 138K
48: R28 Leases and Other HTML 92K
49: R29 Litigation, Claims, Contingencies and Other HTML 50K
50: R30 Redeemable Noncontrolling Interest HTML 57K
51: R31 Segment Information HTML 354K
52: R32 Common Stock Repurchases HTML 41K
53: R33 Selected Quarterly Financial Information HTML 205K
(Unaudited)
54: R34 Schedule II - Valuation And Qualifying Accounts HTML 130K
55: R35 Overview and Summary of Significant Accounting HTML 152K
Policies (Policies)
56: R36 Share-Based Compensation (Tables) HTML 167K
57: R37 Acquisition of Businesses (Tables) HTML 259K
58: R38 Inventories (Tables) HTML 57K
59: R39 Other Current Assets (Tables) HTML 75K
60: R40 Property and Equipment (Tables) HTML 67K
61: R41 Other Investments and Assets (Tables) HTML 65K
62: R42 Goodwill and Other Intangible Assets (Tables) HTML 270K
63: R43 Other Current Liabilities (Tables) HTML 115K
64: R44 Other Deferred Items and Liabilities (Tables) HTML 99K
65: R45 Debt and Capital Lease Obligations (Tables) HTML 116K
66: R46 Fair Value Measurements (Tables) HTML 117K
67: R47 Income Per Share (Tables) HTML 98K
68: R48 Accumulated Other Comprehensive Income (Loss) HTML 150K
(Tables)
69: R49 Income Taxes (Tables) HTML 368K
70: R50 Pension and Postretirement Benefits (Tables) HTML 1.29M
71: R51 Restructuring Charges (Tables) HTML 136K
72: R52 Leases and Other (Tables) HTML 91K
73: R53 Redeemable Noncontrolling Interest (Tables) HTML 53K
74: R54 Segment Information (Tables) HTML 358K
75: R55 Selected Quarterly Financial Information HTML 205K
(Unaudited) (Tables)
76: R56 Overview and Summary of Significant Accounting HTML 121K
Policies - Narrative (Details)
77: R57 Share-Based Compensation - Summary of Share-Based HTML 53K
Compensation Expense (Details)
78: R58 Share-Based Compensation - Narrative (Details) HTML 129K
79: R59 Share-Based Compensation - Summary of Activity of HTML 78K
the Outstanding Share-Based Compensation Awards
(Details)
80: R60 Share-Based Compensation - Summary of Additional HTML 49K
Stock Option Information (Details)
81: R61 Acquisition of Businesses - Narrative (Details) HTML 94K
82: R62 Acquisition of Businesses - Schedule of Recognized HTML 123K
Assets Acquired and Liabilities Assumed (Details)
83: R63 Acquisition of Businesses - Schedule of Purchase HTML 76K
Price Allocated to Intangible Assets (Details)
84: R64 Acquisition of Businesses - Schedule of Purchase HTML 44K
Price Allocated to Intangible Assets
(Parenthetical) (Details)
85: R65 Acquisition of Businesses - Unaudited Pro Forma HTML 53K
(Details)
86: R66 Inventories - Components of Inventories (Details) HTML 46K
87: R67 Other Current Assets - Schedule of Other Current HTML 62K
Assets (Details)
88: R68 Property and Equipment - Schedule of Property and HTML 57K
Equipment (Details)
89: R69 Property and Equipment - Schedule of Property and HTML 48K
Equipment (Parenthetical) (Details)
90: R70 Property and Equipment - Narrative (Details) HTML 67K
91: R71 Other Investments and Assets - Summary of Other HTML 52K
Investments and Assets (Details)
92: R72 Goodwill and Other Intangible Assets - Summary of HTML 56K
Goodwill Balances by Component and Segment
(Details)
93: R73 Goodwill and Other Intangible Assets - Goodwill by HTML 67K
Reporting Unit and Segment (Details)
94: R74 Goodwill and Other Intangible Assets - Narrative HTML 77K
(Details)
95: R75 Goodwill and Other Intangible Assets - Summary of HTML 69K
Other Intangible Assets (Details)
96: R76 Goodwill and Other Intangible Assets - Estimated HTML 56K
Amortization Expense Related to Amortized
Intangible Assets (Details)
97: R77 Other Current Liabilities - Schedule of Other HTML 91K
Current Liabilities (Details)
98: R78 Other Deferred Items and Liabilities - Summary of HTML 71K
Other Deferred Items and Liabilities (Details)
99: R79 Debt and Capital Lease Obligations - Schedule of HTML 60K
Long-term Debt and Capital Lease Obligations
(Details)
100: R80 Debt and Capital Lease Obligations - Schedule of HTML 48K
Long-term Debt and Capital Lease Obligations
(Parenthetical) (Details)
101: R81 Debt and Capital Lease Obligations - Narrative HTML 136K
(Details)
102: R82 Debt and Capital Lease Obligations - Schedule of HTML 68K
Aggregate Annual Maturities of Long-term Debt and
Capital Lease Obligations (Details)
103: R83 Fair Value Measurements - Summary of Fair Value HTML 53K
Assets Measured on Recurring Basis (Details)
104: R84 Fair Value Measurements - Summary of Fair Value HTML 52K
Assets Measured on Recurring Basis (Parenthetical)
(Details)
105: R85 Income Per Share - Reconciliation of Basic and HTML 70K
Diluted Income Per Share (Details)
106: R86 Income Per Share - Narrative (Details) HTML 44K
107: R87 Preferred Stock Purchase Rights - Narrative HTML 47K
(Details)
108: R88 Accumulated Other Comprehensive Income (Loss) - HTML 68K
Schedules of Accumulated Other Comprehensive
Income (Loss) (Details)
109: R89 Accumulated Other Comprehensive Income (Loss) - HTML 69K
Reclassification Out of Accumulated Other
Comprehensive Income (Details)
110: R90 Income Taxes - Narrative (Details) HTML 127K
111: R91 Income Taxes - Summary of Income from Continuing HTML 48K
Operations before Income Taxes (Details)
112: R92 Income Taxes - Summary of Significant Components HTML 68K
of the Income Tax Provision From Continuing
Operations (Details)
113: R93 Income Taxes - Reconciliation of Income Tax HTML 100K
Expense (Details)
114: R94 Income Taxes - Reconciliation of Income Tax HTML 48K
Expense (Parenthetical) (Details)
115: R95 Income Taxes - Schedule of Deferred Tax Assets and HTML 85K
Liabilities (Details)
116: R96 Income Taxes - Schedule of Unrecognized Tax HTML 58K
Benefits (Details)
117: R97 Pension and Postretirement Benefits - Components HTML 94K
of Net Periodic Benefit Cost and Other Amounts
Recognized in Other Comprehensive Income (Loss) of
Viad's Postretirement Benefit Plans (Details)
118: R98 Pension and Postretirement Benefits - Summary of HTML 112K
Funded Status of the Plans (Details)
119: R99 Pension and Postretirement Benefits - Net Amount HTML 70K
Recognized in Consolidated Balance Sheets
(Details)
120: R100 Pension and Postretirement Benefits - Amounts HTML 67K
Recognized in AOCI (Details)
121: R101 Pension and Postretirement Benefits - Narrative HTML 107K
(Details)
122: R102 Pension and Postretirement Benefits - Fair Value HTML 74K
of the Plans' Assets by Asset Class (Details)
123: R103 Pension and Postretirement Benefits - Payments and HTML 69K
Receipts Reflecting Expected Future Service
(Details)
124: R104 Pension and Postretirement Benefits - Accumulated HTML 56K
Benefit Obligation in Excess of Plan Assets
(Details)
125: R105 Pension and Postretirement Benefits - HTML 68K
Weighted-Average Assumptions Used to Determine
Benefit Obligations (Details)
126: R106 Pension and Postretirement Benefits - HTML 119K
Multi-Employer Pension Plans (Details)
127: R107 Pension and Postretirement Benefits - HTML 42K
Multi-Employer Pension Plans (Parenthetical)
(Details)
128: R108 Restructuring Charges - Changes to Restructuring HTML 73K
Liability by Major Restructuring Activity
(Details)
129: R109 Leases and Other - Narrative (Details) HTML 42K
130: R110 Leases and Other - Schedule of Future Minimum HTML 72K
Rental Payments and Related Sublease Rentals
Receivable (Details)
131: R111 Leases and Other - Net Rent Expense Under HTML 47K
Operating Leases (Details)
132: R112 Litigation, Claims, Contingencies and Other - HTML 74K
Narrative (Details)
133: R113 Redeemable Noncontrolling Interest - Narrative HTML 60K
(Details)
134: R114 Redeemable Noncontrolling Interest - Summary of HTML 48K
Changes in Redeemable Noncontrolling Interests
(Details)
135: R115 Segment Information - Reconciliation of Income HTML 98K
Statement Items from Reportable Segments (Details)
136: R116 Segment Information - Reconciliation of Assets HTML 61K
from Reportable Segments (Details)
137: R117 Segment Information - Financial Information by HTML 61K
Major Geographic Area (Details)
138: R118 Common Stock Repurchases - Narrative (Details) HTML 50K
139: R119 Selected Quarterly Financial Information HTML 73K
(Unaudited) - Schedule of Quarterly Financial
Information (Details)
140: R120 Schedule II - Valuation And Qualifying Accounts HTML 59K
(Details)
142: XML IDEA XML File -- Filing Summary XML 259K
141: EXCEL IDEA Workbook of Financial Reports XLSX 168K
15: EX-101.INS XBRL Instance -- vvi-20171231 XML 9.68M
17: EX-101.CAL XBRL Calculations -- vvi-20171231_cal XML 425K
18: EX-101.DEF XBRL Definitions -- vvi-20171231_def XML 1.12M
19: EX-101.LAB XBRL Labels -- vvi-20171231_lab XML 2.27M
20: EX-101.PRE XBRL Presentations -- vvi-20171231_pre XML 1.88M
16: EX-101.SCH XBRL Schema -- vvi-20171231 XSD 342K
143: ZIP XBRL Zipped Folder -- 0001564590-18-003850-xbrl Zip 393K
Exhibit 10.B5
VIAD CORP
MANAGEMENT INCENTIVE PLAN
Pursuant to the 2017 Viad Corp Omnibus Incentive Plan
(Effective as of February 27, 2018)
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.
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II. |
PARTICIPATING SUBSIDIARIES, SUBSIDIARY GROUPS AND DIVISIONS: |
Each subsidiary, subsidiary group, line of business and division of Viad is a “Company” for the purposes of this Plan. Viad may, by action of its Board of Directors or its Human Resources Committee, amend the list of eligible Companies at any time and from time to time.
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III. |
AWARD LIMIT: |
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. An Executive Officer as defined under Section 16(b) of the Securities Exchange Act cannot be paid Cash-Based Awards in any one Plan Year that exceed in the aggregate the award 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.
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IV. |
PERFORMANCE MEASURES: |
As described in the 2017 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:
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(a) |
Net earnings or net income (before or after taxes); |
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(b) |
Earnings per share; |
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(c) |
Net sales or revenue growth; |
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(d) |
Net operating profit; |
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(e) |
Revenue; |
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(f) |
Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue); |
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(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); |
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(h) |
Earnings before or after taxes, interest, depreciation, and/or amortization; |
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(i) |
Gross or operating margins; |
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(j) |
Productivity ratios; |
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(k) |
Share price (including, but not limited to, growth measures and total shareholder return); |
1
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(m) |
Margins; |
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(n) |
Operating efficiency; |
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(o) |
Market share; |
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(p) |
Customer satisfaction; |
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(q) |
Unit volume; |
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(r) |
Working capital targets and change in working capital; |
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(s) |
Economic value added or EVA® (net operating profit after tax minus the sum of capital multiplied by the cost of capital); and |
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(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, after 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.
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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.
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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) unusual or infrequently occurring items as described in ASC Topic 225 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.
2
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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.
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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.
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C. |
BONUS POOL: |
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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. |
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2. |
The Bonus Pool will accrue in accordance with the Bonus Pool Accrual Formula recommended by the Chief Executive Officer of Viad Corp. |
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3. |
Bonus Pool accruals not paid out shall not be carried forward to any succeeding year. |
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D. |
AWARD DETERMINATION: |
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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: |
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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 |
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b) |
discretionary downward adjustment of awards by the Committee for those Executive Officers affected by Section 162(m) of the Internal Revenue Code, and |
3
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c) |
no individual award may exceed the individual's capped target award or the award limit, and the aggregate recommended bonuses may not exceed the Bonus Pool accrued for other than Special Achievement Awards. |
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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. |
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VIII. |
RESTRICTIVE COVENANT, FORFEITURES AND REPAYMENT PROVISIONS: |
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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:
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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 ensure 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): |
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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 |
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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. |
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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. |
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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. |
4
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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:
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1. |
such participant knowingly or grossly negligently engaged 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 |
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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.
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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.
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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. |
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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.
5
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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.
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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.
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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.
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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.
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XIV. |
EMPLOYEE RIGHTS: |
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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. |
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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 2017 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 Performance goals through the date of the Change of Control, which shall be paid no later than March 15 of the calendar year following the calendar in which the Change of Control occurs.
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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 pro rata 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, which shall be paid no later than March 15 of the calendar year following the calendar in which the death, disability or retirement occurs.
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XVII. |
DEFINITIONS: |
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Capitalized terms used in this Plan which are not defined herein shall have the meaning ascribed to them in the 2017 Viad Corp Omnibus Incentive Plan. |
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XVIII. |
EFFECTIVE DATE: |
The Plan shall be effective as of May 18, 2017.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/28/18 | 4 | ||
| 2/27/18 | 4 | |||
| For Period end: | 12/31/17 | 11-K, 8-K | ||
| 5/18/17 | 8-K, DEF 14A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/01/24 Viad Corp. 10-K 12/31/23 149:28M Donnelley … Solutions/FA 2/28/23 Viad Corp. 10-K 12/31/22 150:39M Donnelley … Solutions/FA 2/25/22 Viad Corp. 10-K 12/31/21 148:35M Donnelley … Solutions/FA 3/02/21 Viad Corp. 10-K 12/31/20 150:40M ActiveDisclosure/FA |