This Consulting Agreement
(“Agreement”) dated as of August 4, 2009, is
between Viad Corp, a Delaware corporation (“Viad”) and
Kevin M. Rabbitt, an individual (“Consultant”). In
consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the parties
hereto agree as follows:
1. Engagement. Viad hereby engages Consultant to serve in the
capacity of an independent contractor to advise and provide
consultation to Viad as requested by Viad from time to time
(“Services”). Viad’s requests for Services shall
be made by Paul B. Dykstra, Chairman, President and Chief Executive
Officer of Viad Corp, or John F. Jastrem, President and Chief
Executive Officer - Event Marketing & Services Group of Viad
Corp, or their respective designee. In the performance of the
Services, Consultant shall act in accordance with his own
expertise, experience, manner and methods and shall not be subject
to the supervision and control of employees or executives of Viad
or its affiliates in the day to day exercise of his expertise or
the application of his experience, or manner and methods of service
in the performance of the Services; provided, however, that nothing
in this section shall be construed to relieve Consultant from any
obligation to act in accordance with policies and procedures
established by Viad with respect to its contractors
generally.
2. Consulting Fee. Viad shall pay Consultant a lump sum amount of
$12,500 per calendar month, payable in arrears.
3. Term. The term of this Agreement shall be for three
(3) calendar months commencing on October 1, 2009 and
expiring on December 31, 2009 (“Term”).
4. Termination. Either party may terminate this Agreement prior
to the expiration of the Term, for any reason or no reason, on
thirty (30) days’ prior written notice of such
termination to the other party.
5. Expenses. Viad shall reimburse Consultant for all
out-of-pocket, reasonable and necessary expenses incurred in
connection with Consultant’s performance of the Services,
including business travel (air travel at first class).
6. Office and Equipment.
During the Term, Viad shall, at its
sole expense, provide Consultant with the use o
