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Viad Corp – ‘10-K’ for 12/31/17 – ‘EX-10.B6’

On:  Wednesday, 2/28/18, at 5:20pm ET   ·   For:  12/31/17   ·   Accession #:  1564590-18-3850   ·   File #:  1-11015

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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

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

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  


‘EX-10.B6’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C: 

Exhibit 10.B6

 

VIAD CORP

PERFORMANCE UNIT INCENTIVE PLAN (“PUP”)

ADMINISTRATIVE GUIDELINES

(Effective February 27, 2018)

 

 

PURPOSE:

To promote the long-term goals and objectives of Viad Corp (“Viad”) and its shareholders while attracting and retaining the executives of the corporation and its subsidiary companies.  The PUP participants and PUP awards, along with the Performance Period and the targets to be achieved must be approved by the Human Resources Committee (the “Committee”) of Viad’s Board of Directors.

 

PARTICIPATION:

 

Eligibility:

Strictly limited to those key executives who contribute substantially to the successful performance of the Corporation or its subsidiaries.

 

Participants must be approved at the beginning of each year by Subsidiary Presidents or Corporate Staff Officers and be approved by the Viad Corp Chief Executive Officer (“CEO”), with the exception of Section 16 Executive Officers (who are approved by the Committee).  In all instances where these guidelines refer to the CEO as being authorized to take action, when the reference is with respect to any awards to Executive Officers, the power to act will be exercised exclusively by the Committee, which serves the purposes of the compensation committee of Viad referenced in the IRC 162(m) regulations.

 

Corporate – Typically limited to the President and CEO and his/her direct reports and executives approved by the Committee after recommendation by the CEO. The participant must be a current employee at the time any award is paid out, subject to the terms of the Plan or unless special arrangements are made via a severance agreement, provided that in the case of an Executive Officer, no agreement shall award any portion of a bonus unless the performance criteria have, in fact, been achieved.

 

Subsidiaries – Typically limited to the president of Pursuit and the president of GES and their respective direct reports.

 

The participant must be a current employee at the time any award is paid out, subject to the terms of PUP or unless special arrangements are made via a severance agreement, provided that in the case of an Executive Officer, no agreement shall award any portion of a bonus unless the performance criteria have, in fact, been achieved.

 

The Committee will select the eligible Executive Officers (as defined under Section 16(b) of the Security Exchange Act) for participation in PUP no later than 90 days after the beginning of the Performance Period.

 

Other Participants are limited only to those key executives who contribute in a substantial measure to the successful performance of the Corporation or its subsidiaries.  The CEO will recommend the PUP participants for approval by the Committee.

 

 

 

 


2

 

TERMS

 

The award of performance units and the payment of awards will be subject to such terms, conditions, covenants, forfeiture, repayment and other provisions as may be determined by the Committee.

 

PLAN DESIGN:

 

Long-term performance goals are set for Viad and subsidiary companies (and/or group of subsidiaries) that include performance measures as described in the 2017 Viad Corp Omnibus Incentive Plan.  

 

The appropriate weighting of goals, targets, range of values above and below such targets and the Performance Period to be used will be determined by the Committee no later than 90 days after the beginning of each new Performance Period, and typically at the February meeting of the Committee.  

 

The Performance Period is a three-year term or such other length of time as determined by the Committee.

 

AWARD APPROVAL:

 

Recommendations on individual award amounts are made to the Committee in February of each year by the CEO.

 

AWARD UNITS:

 

Award grants are expressed in units.  These units are granted to each participant to be effective at the beginning of each new Performance Period.  The number of units granted to participants is determined, generally, by determining the long-term compensation value for the position.

 

At the end of the Performance Period, units will be earned based upon the degree of achievement of predefined targets during the Performance Period.

 

ACHIEVEMENT:

 

Achievement can be zero or it can be between 20% - 200% of the value of the units awarded based on the actual achievement of the financial goals. The units are then re-valued at the end of the Performance Period to equal the 10-day average of the daily mean  price of Viad’s common stock following the earnings release for Viad at the end of the Performance Period to determine actual awards.   Achievement of performance goals and the amount of payment resulting from such achievement must be approved by the Committee prior to any payment to the Covered Employees, and without such written certification, no payment will be made to such individuals.

 

Only downward discretion may be applied with respect to any awards made to Covered Employees affected by IRC 162(m).

 

 

 

 

 

 

 


3

 

AWARD LIMIT:

 

The 2017 Viad Corp Omnibus Incentive Plan places a limit on the aggregate number of Performance Units that any one Participant may be awarded in any one Plan Year, which is two hundred fifty thousand (250,000) units if an award is payable in Shares, or an amount equal to the value of two hundred fifty thousand (250,000) Shares if an award is payable in cash or property other than Shares, as determined as of the award grant date.

 

AWARD CALCULATION

 

Performance Awards are calculated using the following formula:

 

Award = Number of Units originally granted x Unit Value at the End of the Performance Period x Company Achievement.  

 

For example:  Performance Period 2017 – 2019

 

 

Target Units

 

Company Achievement

Ending

Stock Price

 

Award Value

10,000    

x     50%

x   $24.00

=  $120,000

10,000    

x   100%

x   $24.00

=  $240,000

10,000    

x   200%

x   $24.00

=  $480,000

 

 

 

Payment of the award will be made following Committee approval in the year following the close of the Performance Period.  The award may be paid in cash or stock as determined at the beginning of the Performance Period by the Committee.


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/28/184
2/27/184
For Period end:12/31/1711-K,  8-K
 List all Filings 


4 Subsequent Filings that Reference this Filing

  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
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Filing Submission 0001564590-18-003850   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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