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VIAD CORPDelaware001-1101536-1169950(State or other jurisdiction
of incorporation)(Commission
File Number)(IRS Employer
Identification No.)1850 North Central Avenue, Suite 800, Phoenix, Arizona85004-4545(Address of principal executive offices)(Zip Code)Registrants telephone number, including area code: (602) 207-4000Not ApplicableoWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))Viad CorpBy:/s/ Suzanne PearlTitle:Vice President Human ResourcesEMPLOYMENT AGREEMENTEmployment.Viad hereby agrees to and does hereby employ Dykstra as President and Chief Executive
Officer, and Dykstra hereby agrees to accept employment with Viad as President and Chief
Executive Officer, for the Employment Period (Employment Period) set forth in Paragraph 2
below upon the terms and conditions set forth in this Agreement. Dykstra agrees to serve as
a member of Viads Board of Directors during the Employment Period, and agrees to resign
from Viads Board of Directors upon the termination of his employment hereunder.Employment Period.The Employment Period shall commence on the Effective Date of this Agreement and, subject to
the provisions of Paragraphs 5 and 6 below, shall continue for a period of two (2) years.
The Employment Period shall thereafter be extended, subject to the provisions of Paragraphs
5 and 6 below, for an additional period of one (1) year commencing on the first anniversary
of the Effective Date and on each succeeding anniversary of the Effective Date thereafter,
unless the Human Resources Committee of the Viad Corp Board of Directors provides written
notice at least six (6) months prior to any such anniversary date of its intent not to
extend the Employment Period. Any such notice of intent not to extend the Employment Period
shall constitute a termination by Viad Not for Cause under Paragraph 5(a), below. It is
understood that Dykstras employment may be terminated earlier by either party subject to
the rights and obligations of the parties as set forth herein.Performance.Throughout the Employment Period and excluding any periods of vacation and sick leave to
which Dykstra is entitled, Dykstra shall devote such attention and time as is necessary and
appropriate to fulfill his duties as Chief Executive Officer and, to the extent necessary to
discharge the responsibilities assigned to Dykstra under this Agreement, use his reasonable
best efforts to carry out such responsibilities faithfully and efficiently. It shall not be
considered a violation of the foregoing for Dykstra to (A) serve on corporate, civic or
charitable boards or committees, provided that he provides advance notice of his intention
to do so to the Corporate Governance and Nominating Committee of the Viad Corp Board of
Directors and that the Committee has no objection, (B) deliver lectures, fulfill speaking
engagements or teach at educational institutions and, (C) manage personal investments, so
long as such activities do not significantly interfere with the performance of Dykstras
responsibilities as an employee of Viad Corp in accordance with this Agreement.Compensation and Benefits.(a)For all services to be rendered by Dykstra in any capacity during the
Employment Period, Dykstra shall be paid as annual compensation an initial base salary
of $600,000. Dykstras base salary shall be reviewed at least annually by the Human
Resources Committee of the Viad Corp Board of Directors, which may in its sole
discretion recommend an increase to the base salary, subject to approval by the Viad
Corp Board of Directors.(b)In addition to his base salary, Dykstra shall also be eligible during the
Employment Period to participate in the Viad Corp Management Incentive Plan, as amended
from time to time (or any successor plan) (MIP). The annual MIP bonus target shall be
established by the Board of Directors for each calendar year during the term of this
Agreement. Any bonus payments shall be paid in accordance with the terms of the MIP.(c)During the Employment Period, Dykstra shall be eligible to participate in all
long- term incentive programs covered under the Viad Corp 2007 Omnibus Incentive Plan,
as amended from time to time (or any successor plan), including, but not limited to,
any programs providing for awards of stock options,(d)Dykstra shall be eligible to participate in all applicable employee health and
welfare benefit plans, on such terms and conditions as may be in effect and/or amended
from time to time. In addition, Dykstra shall be eligible to participate in the Senior
Executive Medical Plan. He shall also be eligible for post-retirement medical coverage
under Viads post-retirement medical plan as amended from time to time, regardless of
his age at time of retirement or termination (except in the case of a For Cause
Termination); however, benefits would not commence until age 55.(e)Dykstra shall be eligible for all such retirement benefits as are provided
pursuant to Schedule B of the Viad Corp Supplemental Executive Retirement Plan, as
amended from time to time, and for all other retirement benefits of whatever kind or
nature provided by Viad from time to time to Schedule B participants.(f)During the Employment Period, Dykstra shall be entitled to company-paid tax and
financial counseling services, payment of health club, luncheon club, airline club, and
country club dues, the use of a cell phone, the use of an automobile plus related
expenses, reserved parking, a home security system, an annual executive physical
examination, and such other perquisites as may be deemed reasonable and appropriate for
an executive in his position, all in accordance with the terms and conditions of
applicable Viad policies as amended from time to time. Notwithstanding the foregoing,
Viad shall have the right to make an annual cash payment to Dykstra in lieu of such
benefits, provided that similar payments in lieu of benefits are being made to other
Viad executive officers. Dykstra also shall be entitled to travel first class on
commercial airlines for business-related travel.(g)During the Employment Period, Dykstra shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred in carrying out his duties under
this Agreement, provided that he complies with Viads policies, practices and
procedures for submission of expense reports, receipts, or similar documentation of
such expenses.(h)During the Employment Period, Dykstra shall be entitled to paid vacation of
five (5) weeks per year.(i)Pay Dykstra a severance allowance in an amount equal to the sum
of (x) two times his then-current base salary, plus (y) a pro-rata portion of
his then-current target bonus, to be paid in a lump sum on the fifth
(5th) business day next following the occurrence of both: (1) the
expiration of all applicable legally required waiting periods for valid waivers
of employment-related claims under the Release contemplated by Paragraph 5(c)
(including any waiting period required for an employees option to revoke such
Release) (Waiting Periods) and (2) the termination of his employment. For
purposes of this Agreement, termination of employment shall have the same
meaning as separation from service;(ii)Continue the benefits described in Paragraph 4(d) at the same
cost to Dykstra for a period of two years. During the two-year period, Dykstra
shall not be eligible for post-retirement medical coverage, but shall remain
eligible for any applicable post-retirement medical benefits that are made
generally available to Viad employees following the two-year period; however,
Dykstra may not begin receiving benefits under the post-retirement medical plan
until he reaches age 55;(iii)Prorate the vesting of any unvested stock options, restricted
stock awards, or other equity incentives other than performance-based awards,
including, but not limited to, performance unit incentive plan (PUP) awards or
performance-based restricted stock awards (it being expressly understood that
thisParagraph 5(a)(iii) shall be deemed to amend any contrary provisions of any
stock option agreement or restricted stock agreement held by Dykstra on or after
the Effective Date);(iv)Make a pro-rata payment (within thirty (30) days after
achievement has been determined based on Viads standard practice) of any
outstanding performance-based awards, including, but not limited to, PUP and/or
performance-based restricted stock awards (based on achievement of the defined
targets for such awards) (it being expressly understood that this Paragraph
5(a)(iv) shall be deemed to amend any contrary provisions of any PUP or
performance-based restricted stock agreement held by Dykstra on or after the
Effective Date); and(v)Pay for the cost of outplacement services for Dykstra for a
period of no more than two (2) years, or Dykstras placement with a new
employer, if earlier, up to a maximum of $50,000, not to exceed $25,000 per
calendar year.There is a material reduction or change in his authority, duties,
or responsibilities;There is a material reduction in his base salary, unless,
pursuant to direction by the Viad Corp Board of Directors, any such reduction is
made in concert with and in an amount not greater than the percentage adjustment
mandated as an across the board reduction in base salary for all Viad and
operating company officers subject to the reporting requirements of Section 16
of the Securities Exchange Act of 1934;There is a material change in Dykstras reporting requirements
whereby Dykstra is required to report to an employee other than reporting
directly to Viad Corps Board of Directors;Dykstra is required to relocate to a location that would cause
his commute to increase by more than 50 miles;Viad commits a material breach of this Agreement; or(vi)A successor to Viad fails to assume Viads obligations to Dykstra
under this Agreement.Dykstras material breach of this Agreement;Dykstras willful and continued failure to perform the required
duties of his position, if Dykstra shall have failed to remedy such alleged
failure within thirty (30) days after Dykstras receipt of written notice from
the Viad Corp Board of Directors;Dykstras breach of his fiduciary duty to Viad;Dykstras material breach of the Viad Corp Code of Ethics, Always
Honest policy, or other code of conduct in effect from time to time, provided
that any fraudulent or dishonest act shall be considered material regardless of
size;Dykstras willful or gross misconduct; orDykstras conviction or guilty plea to a felony or to a
misdemeanor involving an act or acts of fraud, theft or embezzlement.Termination by Dykstra Without Good Reason. Dykstra shall have the
right to terminate his employment in his sole discretion by providing six (6) months
notice of his intent to resign. Dykstra shall in that event receive no severance
allowance or compensation, other than normal compensation up to the termination date
and a pro-rata portion of any earned management incentive plan bonus through such date.Death. In the event of Dykstras death during the Employment Period,
Viad shall have no obligations under this Agreement to provide any severance allowance,
but without prejudice to any benefits or rights otherwise due in respect of Dykstras
death, including, but not limited to, life insurance and benefits or rights pursuant to
compensation plans and related agreements.Retirement. In the event of Dykstras voluntary normal retirement or
early retirement during the Employment Period pursuant to the terms of the Viad Corp
Retirement Income Plan (now entitled the MoneyGram Pension Plan), Viad shall have no
further obligations under this Agreement, whether to provide severance allowance or
otherwise, except as follows:Dykstra shall be eligible for any benefits or rights otherwise
due in respect of Dykstras retirement, including, but not limited to,
post-retirement medical coverage and benefits or rights pursuant to compensation
plans and related agreements; andDykstra will be entitled to a pro-rata portion of any earned
management incentive plan bonus calculated through the retirement date.In the event of Dykstras disability during the Employment
Period, Dykstras employment shall be terminated and Viad shall have no further
obligations under this Agreement to provide any severance allowance, except that
Dykstra shall be eligible for any benefits or rights otherwise due in respect of
Dykstras disability including, but not limited to, benefits or rights pursuant
to compensation plans and related agreements.The term disability as used in this Agreement shall mean an
illness or impairment occurring during the Employment Period which prevents
Dykstra from performing the essential functions of his job under this Agreement,
with reasonable accommodations (as defined by federal and Arizona disability
laws), for a period of six consecutive months. The period of employment shall be
deemed to have ended as of the close of business on the last day of such
six-month period but without prejudice to any payments due Dykstra from any
disability policy or disability insurance.Dykstra shall hold in a fiduciary capacity for the benefit of Viad all
proprietary or confidential information, knowledge or data relating to Viad or any of
its businesses that Dykstra obtains during his employment that is not public knowledge
(other than as a result of his violation of this Paragraph 7(a) (Confidential
Information). Dykstra shall not, during his employment or at any time thereafter,
communicate, divulge or disseminate any Confidential Information for any reason or
purpose whatsoever, except with the prior written consent of Viad or as otherwise
required by law or legal process, nor shall he make any use of such Confidential
Information for his own purposes.During the Noncompetition Period (as defined below), Dykstra shall not, without
the prior written consent of the Viad Corp Board of Directors, engage in or become
associated with any Competitive Activity (as defined below). For purposes of this
Paragraph 7(b):the Noncompetition Period means two (2) years from the
effective date that Dykstras employment with Viad terminates.a Competitive Activity means (1) accepting employment with,
consulting for, or otherwise assisting any competitor of Viad, its subsidiaries
or affiliates; (2) inducing any employee of Viad, its subsidiaries or affiliates
to terminate his or her employment; (3) soliciting, diverting or attempting to
take away any of Viads or its subsidiaries or affiliates customers or
business on behalf of a competitor or himself; or (4) otherwise interfering in a
similar manner with the business of Viad, its subsidiaries or affiliates.In addition, the Patent and Trade Secret, Use of Company Owned and Issued
Computer Systems, and Always Honest Agreements between Viad and Dykstra shall remain in
full force and effect according to their terms. The agreements and obligations of
Dykstra pursuant to this Paragraph 7 shall be in addition to and not in substitution
for his agreements and obligations pursuant to the Patent and Trade Secret, Use of
Company Owned and Issued Computer Systems, and Always Honest Agreements.Dykstra agrees that he will not disparage Viad, its subsidiaries, affiliates,
directors, officers, employees or agents. Viad agrees that it will not disparage
Dykstra.Post-Employment Obligations.At all times after the termination of his employment, at the request of Viad:Dykstra shall provide reasonable and necessary assistance to assure an orderly
transition of duties to his successor, including but not limited to the introduction of
his successor to key Viad customer accounts; andDykstra shall cooperate with Viad with respect to any claims or lawsuits by or
against Viad as to which Dykstra has knowledge of the facts involved in such claims or
lawsuits. Dykstra shall make himself available to Viad for this purpose upon
reasonable notice but without the need of subpoena, and shall be entitled to reasonable
compensation for his time and expenses in rendering such cooperation. Further, Dykstra
shall decline to voluntarily aid, assist or cooperate with any party who has claims or
lawsuits against Viad, or with their attorneys or agents. Viad and Dykstra both
acknowledge, however, that nothing in this paragraph shall prevent Dykstra from
honestly testifying at an administrative hearing, arbitration, deposition or in court
in response to a lawful and properly served subpoena in a proceeding involving Viad and
that the intention and expectation of both parties is that Dykstra would testify
honestly in any such proceedings.Arbitration.The parties agree that they shall submit any dispute regarding the performance or breach of
any of the provisions of this Agreement, or any other dispute relating to Dykstras
employment with Viad and/or the termination thereof, to binding arbitration under the
then-applicable rules of the American Arbitration Association. As the sole exception to the
scope of this Paragraph 9, the parties agree that any claims arising from an alleged breach
of Paragraph 7 need not be submitted to arbitration, and that instead Viad shall be entitled
to seek injunctive and other relief from a Court of competent jurisdiction.If Dykstra is required to institute arbitration proceedings because of Viads alleged breach
of this Agreement and prevails on at least one material issue in dispute, Viad shall pay his
reasonable attorneys fees and associated costs, up to a maximum of $100,000 to be paid by
Viad within thirty (30) days of Dykstras submission of a request for payment accompanied by
supporting documentation.Successor in Interest.This Agreement and the rights and obligations hereunder shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives, and shall also
bind and inure to the benefit of any successor of Viad by merger or consolidation or any
purchaser or assignee of all or substantially all of its assets. Except to any such
successor, purchaser, or assignee of Viad, neither this Agreement nor any rights or benefits
hereunder may be assigned by either party hereto.Construction.Whenever possible, each provision of this Agreement shall be interpreted in such a manner as
to be effective and valid under applicable law. If any provision of this Agreement shall be
prohibited by or is found to be invalid under applicable law, then such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement. It is the
express intent of the parties that in that event, this Agreement shall be revised and
enforced to the maximum extent permitted under applicable law.Governing Laws.This Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of Arizona.Notices.Any notice required or permitted to be given under this Agreement shall be sufficient if in
writing sent by Certified Mail, Return Receipt Requested:If to Dykstra:1850 N. Central Avenue, Suite 800Phoenix, AZ 85004-4545If to Viad Corp:Attention: Chairman of the Human Resources Committeewith a copy to Vice President, Human Resources and Administration.Terms of this Agreement Prevail Over Inconsistent Terms of Any Other Agreement or
Document; Amendment of Agreement.It is possible that Dykstra has during his employment with Viad executed a number of
agreements or become a participant in various plans or programs which contain terms
inconsistent with the terms of this Agreement, particularly with respect to, but not limited
to, the issues of termination of employment, severance benefits, restrictive covenants,
employment benefits, and the availability of attorneys fees in the event of a breach. It is
anticipated that Dykstra will in the future execute agreements or become a participant in
various plans or programs which also contain terms inconsistent with this Employment
Agreement. Those agreements and documents include, by way of illustration only and not by
way of limitation, the following:Management Incentive PlanVarious long-term incentive programs covered by the Viad Corp 2007 Omnibus
Incentive Plan, or its successor planVarious plans or agreements providing for stock options, restricted stock, etc.Performance Unit Incentive PlanAwards, Grants, or Agreements pertaining to Compensation, Stock Incentives, or other
aspects of Dykstras compensation or benefitsSenior Executive Medical PlanSupplemental Executive Retirement PlanCode of EthicsAlways Honest PolicyOther Codes of ConductIt is the intention of the parties that, to the extent the terms of any plan, award, grant,
agreement, acknowledgment, policy, or other document executed or acknowledged by Dykstra, or
made available to Dykstra by Viad, regardless of the date of such execution, acknowledgment,
or grant of access, are inconsistent with the terms of this Employment Agreement, this
Employment Agreement shall govern with respect to Sections 5 and 6(a). Viad has an interest
in using form documents for its employees pertaining to such matters and maintaining
uniformity in their provisions, and the parties agree that, for purposes of convenience
only, instead of modifying each document to make it conform to the provisions of this
Agreement, this provision shall be sufficient to effect that result with respect to Sections
5 and 6(a). The terms of this Employment Agreement, including this provision, may be
modified only by a subsequently executed Employment Agreement which both (a) explicitly
identifies this Agreement and the date of its execution, and (b)(i) identifies the
particular provisions being modified or (ii) in the event this Agreement is to be superseded
in its entirety, explicitly so provides. This provision does not, however, affect in any way
Dykstras rights in the event of a Change in Control as defined in the Viad Corp Executive
Severance Plan (Tier I) or rights (contractual or otherwise) available to Dykstra in the
event of voluntary termination of employment (other than for Good Reason pursuant to Section
5(b)), or in the event of retirement, death or disability.Compliance with Section 409A.This Agreement is intended to satisfy, or otherwise be exempt from, the requirements of
Section 409A of the Internal Revenue Code (Section 409A). To the extent that any term of
this Agreement fails to satisfy those requirements or fails to be exempt from Section 409A,
such term shall be modified in a manner that brings the Agreement into compliance with
Section 409A while preserving as closely as possible the original intent of the Agreement.
Payments pursuant to section 5(a) and 5(b) of this Agreement are intended to qualify as
short-term deferrals not subject to the six-month delay in payment for specified employees
under Section 409A.Survival.Provisions contained in this Agreement that by their sense and context are intended to
survive completion of performance, termination or cancellation of this Agreement shall so
survive./s/ Paul B. DykstraPaul B. Dykstra/s/ Jess HayIts:Chair, Human Resources CommitteePK ! C^>@ @ docProps/app.xml
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