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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.B10
2017 VIAD CORP OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT - NON-EMPLOYEE DIRECTORS
Effective as of February 27, 2018
Shares of Restricted Stock are hereby awarded by Viad Corp (“Corporation”), a Delaware corporation, effective ___________, 20___, to _________ (“Director”) in accordance with the following terms and conditions:
1. Share Award. The Corporation hereby awards the Director________ Shares (“Shares”) of Common Stock, par value $1.50 per share (“Common Stock”) of the Corporation pursuant to the 2017 Viad Corp Omnibus Incentive Plan (“Plan”), subject to the terms, conditions, and restrictions of such Plan and as hereinafter set forth.
2. Restrictions on Transfer and Restriction Period.
(a)During the period commencing on the effective date hereof (“Commencement Date”) and terminating 1 year thereafter (“Restriction Period”), the Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered by the Director, except as hereinafter provided. The Restriction Period shall lapse and full ownership of Shares will vest at the end of the Restriction Period, subject to forfeiture and repayment pursuant to paragraph 3.
(b)The Board of Directors (“Board”) shall have the authority, in its discretion, to accelerate the time at which any or all of the restrictions shall lapse with respect to any Shares, prior to the expiration of the Restriction Period with respect thereto, or to remove any or all of such restrictions, whenever the Board may determine that such action is appropriate by reason of change in applicable tax or other law, or other change in circumstances.
3.Forfeiture and Repayment Provisions.
(a)Termination of Service. Except as provided in this paragraph 3 and in paragraph 8 below or as otherwise may be determined by the Board in its absolute discretion on a case by case basis, if the Director's service ceases with the Corporation for any reason (other than termination for Cause, as defined below), full ownership of the Shares will occur upon lapse of the Restriction Period as set forth in paragraph 2 and dividends will be paid through such period, in each case on a pro-rata basis, calculated based on the percentage of time such Director served as a director of the Corporation from the Commencement Date through the date such Director ceases to be a director of the Corporation; provided, however that full ownership of the shares (versus pro rata ownership) will occur upon lapse of the Restriction Period if termination of service is at least 6 months subsequent to the date of grant and Director has terminated service due to unforeseen hardship or circumstances beyond the control of Director, as reasonably determined by the Human Resources Committee of the Board, in its absolute discretion. If the Director's service ceases with the Corporation by reason of death or total or partial disability, full ownership of the shares will occur to the extent not previously earned, upon lapse of the Restriction Period as set forth in
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Paragraph 2. As used herein, the term "Cause" means (1) the conviction of a participant for committing a felony under federal law or the law of the state in which such action occurred, (2) dishonesty in the course of fulfilling a participant's employment duties or (3) willful and deliberate failure on the part of a participant to perform his employment duties in any material respect, or such other events as will be determined by the Committee. The Committee will have the sole discretion to determine whether "Cause" exists, and its determination will be final.
(b)Non-Compete. Unless a Change of Control (as defined in the Plan) shall have occurred after the date hereof:
(i)In order to better protect the goodwill of the Corporation and its Affiliates and to prevent the disclosure of the Corporation's or its Affiliates' trade secrets and confidential information and thereby help insure the long-term success of the business, Director, without prior written consent of the Corporation, 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 Director's termination of service with the Corporation 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 the Corporation or its Affiliates (including both existing services or products as well as services or products known to the Director, as a consequence of Director's service with the Corporation to be in development):
(1)with respect to which Director's work has been directly concerned at any time during the two (2) years preceding termination of service with the Corporation or one of its Affiliates, or
(2)with respect to which during that period of time Director, as a consequence of Director's job performance and duties, acquired knowledge of trade secrets or other confidential information of the Corporation or its Affiliates.
(ii)For purposes of the provisions of paragraph 3(b), it shall be conclusively presumed that Director 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.
(iii)All Shares subject to the restrictions imposed by paragraph 2 above shall be forfeited and returned to the Corporation, if Director engages in any conduct agreed to be avoided pursuant to the provisions of paragraph 3(b) at any time within eighteen (18) months following the date of Director’s termination of service with the Corporation.
(iv) If, at any time within eighteen (18) months following the date of Director's termination of service with the Corporation or any of its Affiliates, Director engages in any conduct agreed to be avoided pursuant to the provisions of paragraph 3(b), then all consideration (without regard to tax effects) received directly or indirectly by Director from the sale or other disposition of all Shares which vest during the two (2) year period prior to Director's
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termination from service shall be paid by Director to the Corporation, or such Shares shall be returned to the Corporation. Director consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Director to the extent of the amounts Director owes the Corporation hereunder.
(c)Misconduct. Unless a Change of Control shall have occurred after the date hereof:
(i)All consideration (without regard to tax effects) received directly or indirectly by Director from the sale or other disposition of the Shares shall be paid by Director to the Corporation or such Shares shall be returned to the Corporation, if the Corporation reasonably determines that during Director's service with the Corporation or any of its Affiliates:
(1) Director 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 the Corporation applicable to Director or of the Always Honest compliance program or similar program of the Corporation; or
(2) Director was aware of and failed to report, as required by any code of ethics of the Corporation applicable to Director or by the Always Honest compliance program or similar program of the Corporation, 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 the Corporation applicable to Director or of the Always Honest compliance program or similar program of the Corporation.
(ii)Director consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Director to the extent of the amounts Director owes the Corporation under this paragraph 3(c).
(d)Acts Contrary to Corporation. Unless a Change of Control shall have occurred after the date hereof, if the Corporation reasonably determines that at any time within two (2) years after the lapse of the Restriction Period Director has acted significantly contrary to the best interests of the Corporation, including, but not limited to, any direct or indirect intentional disparagement of the Corporation, then all consideration (without regard to tax effects) received directly or indirectly by Director from the sale or other disposition of all Shares which vest during the two (2) year period prior to the Corporation's determination shall be paid by Director to the Corporation, or such Shares shall be returned to the Corporation. Director consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Director to the extent of the amounts Director owes the Corporation under this paragraph 3(d).
(e)The Corporation’s reasonable determination required under paragraphs 3(c)(i) and 3(d) shall be made by the Human Resources Committee of the Corporation’s Board of Directors.
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4. Certificates for the Shares. The Corporation shall issue Shares in book entry or certificated form in the name of the Director, the number of Shares of which shall equal the amount of the award specified herein, and shall hold such Shares on deposit for the account of the Director until the expiration of the restrictions set forth in paragraph 2 above with respect to the Shares represented thereby. The Shares, if in certificated form, shall bear the following legend:
The transferability of this certificate and the Shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the 2017 Viad Corp Omnibus Incentive Plan and an Agreement entered into between the registered owner and Viad Corp. Copies of such Plan and Agreement are on file with the General Counsel of Viad Corp, 1850 North Central Avenue, Suite 1900, Phoenix, Arizona 85004-4565.
The Director agrees that he or she shall execute, at the request of the Corporation, a stock power covering such award endorsed in blank and that he or she shall promptly deliver such stock power to the Corporation.
5. Director's Rights. Except as otherwise provided herein, the Director, as owner of the Shares, shall have all rights of a shareholder, including, but not limited to, the right to receive all dividends paid on the Shares and the right to vote the Shares.
6. Expiration of Restriction Period.
(a)Upon the lapse or expiration of the Restriction Period with respect to any Shares, the Corporation shall deliver such Shares to the Director (reduced to the extent provided in paragraph 3(a) in the event service is terminated prior to lapse of the Restriction Period) together with the related stock power, if any, held by the Corporation pursuant to paragraph 4 above. The Shares as to which the Restriction Period shall have lapsed or expired shall be free of the restrictions referred to in paragraph 2 above and such certificate shall not bear thereafter the legend provided for in paragraph 4 above.
(b)To the extent permissible under applicable tax, securities, and other laws, the Corporation will permit Director to satisfy a tax withholding requirement by directing the Corporation to apply Shares to which Director is entitled as a result of termination of the Restricted Period with respect to any Shares of Restricted Stock, in such manner as the Corporation shall choose in its discretion to satisfy such requirement.
7.Adjustments for Changes in Capitalization of Corporation. In the event of a change in the Common Stock through stock dividends, stock splits, recapitalization or other changes in the corporate structure of the Corporation during the Restriction Period, the number of Shares of Common Stock subject to restrictions as set forth herein shall be appropriately adjusted and the determination of the Board of Directors of the Corporation as to any such adjustments shall be final, conclusive and binding upon the Director. Any Shares of Common Stock or other securities
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received, as a result of the foregoing, by the Director with respect to Shares subject to the restrictions contained in paragraph 2 above also shall be subject to such restrictions and the certificate(s) or other instruments, if any, representing or evidencing such Shares or securities shall be legended and deposited with the Corporation, along with an executed stock power, in the manner provided in paragraph 4 above.
8.Effect of Change in Control. In the event of a Change in Control (as defined in the Plan), the restrictions applicable to any Shares awarded hereby shall lapse, and such Shares shall be free of all restrictions and become fully vested and transferable to the full extent of the original grant.
9.Plan and Plan Interpretations as Controlling. The Shares hereby awarded and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. The Plan provides that the Human Resources Committee of the Corporation’s Board of Directors may from time to time make changes therein, interpret it and establish regulations for the administration thereof. The Director, by acceptance of this Agreement, agrees to be bound by said Plan and such Committee actions.
10.Compliance with Law. Shares may not be issued hereunder, or delivered or redelivered, whenever such issuance, delivery or redelivery would be contrary to law or the regulations of any governmental authority having jurisdiction.
IN WITNESS WHEREOF, the parties have caused this Restricted Stock Agreement to be duly executed.
Dated: ___________, 20__VIAD CORP
By: ___________________
ATTEST:
______________________
This Restricted Stock Agreement shall be effective only upon execution by Director and delivery to and receipt by the Corporation.
ACCEPTED:
______________________
Director
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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 | ||
| 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 |