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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 - 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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
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
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. |
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 | ||
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 |