EXHIBIT 10.M
DEFERRED COMPENSATION PLAN
FOR DIRECTORS OF
VIAD CORP
AS AMENDED FEBRUARY 19, 2004
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1.
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ESTABLISHMENT
AND CONTINUATION OF PLAN.
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There was
heretofore established, in recognition of the valuable services
provided to Greyhound Dial Corporation by the individuals who serve
as members of its Board of Directors, an unfunded plan of voluntary
deferred compensation known as the “Directors Deferred
Compensation Plan” (Plan). The Dial Corp, a Delaware
corporation and successor by operation of law to Greyhound Dial
Corporation, intends to distribute to its stockholders (the
Spin-Off) one share of common stock, $0.01 par value, of The Dial
Corporation, its wholly-owned subsidiary (Consumer Products) which
will own and operate its consumer products business (Consumer
Products Common Stock). Following the Spin-Off, The Dial Corp will
change its name to “Viad Corp”. All references herein
to the “Corporation” mean The Dial Corp, prior to the
Spin-Off, and Viad Corp, following the Spin-Off. All Directors of
the Corporation, except Directors receiving a regular salary as an
employee of the Corporation or one of its subsidiaries, are
eligible to participate in this Plan. All Directors who become
directors of Consumer Products and cease to be directors of the
Corporation in connection with the Spin-Off will no longer be
eligible to participate in this Plan, and all obligations accrued
prior to the date of the Spin-Off under this Plan with respect to
such individuals will be assumed by Consumer Products. A Director
may elect to defer under this Plan any retainer or meeting
attendance fee otherwise payable to him or her (Compensation) by
the Corporation or by domestic subsidiaries of this Corporation
(subsidiaries).
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2.
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EFFECTIVE
DATE.
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This Plan
became effective on January 1, 1981.
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3.
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ELECTION TO
PARTICIPATE IN THE PLAN.
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A. (i) A
Director of this Corporation may elect to defer the receipt of all
or a specified part of the Compensation otherwise payable to him or
her during a calendar year by the Corporation or its subsidiaries.
Any person who shall become a Director during any calendar year,
and who was not a Director of the Corporation or its subsidiaries
on the preceding December 31, may elect before the
Director’s term begins to defer such Compensation. Such
election shall also specify whether the account shall be treated as
a cash account under Section 4A or a stock unit account under
Section 4B; provided that an election to defer Compensation
into a stock unit account must be specifically approved
by
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the Board of
Directors of the Corporation. If the account is to be a cash
account, the Compensation, if it is a meeting attendance fee, shall
be payable on the date of each applicable meeting, and, if it is a
retainer, shall be payable on the last trading day of each
applicable quarter. If the account is to be a stock unit account,
the Compensation shall be converted into stock units by dividing
the closing price of the Corporation’s Common Stock (as
reported for the New York Stock Exchange-Composite Transactions) on
the day such Compensation is payable into such Compensation, which,
in the case of a meeting attendance fee or a retainer, is the last
trading day of each applicable quarter.
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(ii) In
connection with the Spin-Off, the Dial Director’s Retirement
Plan (the “Retirement Plan”) will be terminated. As of
the Distribution Date, the Corporation will credit, to an existing
or newly-established, stock unit account for each Director eligible
to participate in this Plan who is a participant under the
Retirement Plan (and who does not elect to continue to receive cash
payments under the Retirement Plan) a number of stock units equal
to (A) the present value of such Director’s vested
accrued benefits under the Retirement Plan divided by (B) the
closing price of the Corporation’s Common Stock (as reported
for the New York Stock Exchange-Composite Transactions) as of the
first trading day following the Distribution Date. Such stock unit
account shall thereafter be maintained in accordance with this
Plan.
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B. Any election
under this Plan, unless otherwise provided therein, shall be made
by delivering a signed request to the Secretary of the Corporation
on or before December 31 with respect to the following
calendar year, or, for a new Director, on or before his or her term
begins. An election shall continue from year to year, unless
specifically limited, until terminated by a signed request in the
same manner in which an election is made. However, any such
termination shall not become effective until the end of the
calendar year in which notice of termination is given.
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C. Each Director
may, by notice delivered to the Secretary of the Corporation,
convert: (i) the aggregate balance in his or her deferred
compensation account (either before or after payments from the
account may have commenced) from an account in the form of stock
units to an account in the form of cash in an amount equal to such
stock units balance multiplied by the closing price of the Common
Stock of the Corporation (as reported for the New York Stock
Exchange-Composite Transactions) on the last trading day of the
quarter in which such notice is given, said account to accrue
interest as set forth in Section 4 below, or (ii) convert
the aggregate balance in his or her deferred compensation account
(either before or after installment payments from the account may
have commenced) from an account in the form of cash to an account
in the form of stock units in an amount equal to cash balance
divided by the closing price of the Common Stock of the Corporation
(as reported for the New York Stock Exchange-Composite
Transactions) on the last trading day of the quarter in which such
notice is given, said account to accrue dividend
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equivalents as
set forth in Section 4 below; provided however, that no such
notice of conversion (“Conversion Notice”) (a) may
be given within six months following the date of an election by
such Director, with respect to any plan of the Corporation, that
effected a Discretionary Transaction (as defined in
Rule 16b-3(f) under the Securities Exchange Act of 1934) that
was an acquisition (if the Conversion Notice is pursuant to clause
(i)) or a disposition (if the Conversion Notice is pursuant to
clause (ii)) or (b) may be given after an individual ceases to
be a Director.
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4.
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ACCRUAL OF
INTEREST OR DIVIDEND EQUIVALENTS.
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A. If a Director
has elected to defer Compensation in the form of cash, then
interest on the unpaid balance of such Director’s deferred
compensation account, consisting of both accumulated Compensation
and interest, if any, will be credited on the last day of each
quarter based upon the yield on Merrill Lynch Taxable Bond
Index-Long Term Medium Quality (A3) Industrial Bonds in effect at
the beginning of such quarter, said interest to commence with the
date such compensation was otherwise payable. After payment of
deferred Compensation commences, interest shall accrue on the
unpaid balance thereof in the same manner until all such deferred
Compensation has been paid.
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B. If a Director
has elected to defer Compensation in the form of stock units, then,
in the event of a dividend paid in cash, stock of the Corporation
(other than Common Stock) or property, additional credits (dividend
equivalents) shall be made to the Director’s stock unit
account consisting of a number of stock units equal to the amount
of such dividend per share (or the fair market value, on the date
of payment, of dividends paid in stock or property), multiplied by
the aggregate number of stock units credited to such
Director’s deferred compensation account on the record date
for the payment of such dividend, divided by the last closing price
of the Corporation’s Common Stock (as reported for the New
York State Exchange-Composite transactions) prior to the date such
dividend is payable to stockholders. Furthermore, additional
credits (dividend equivalents) shall be made to the
Director’s stock unit account consist
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