Exhibit 10.1
INDEMNIFICATION
AGREEMENT
This Indemnification
Agreement (“Agreement”) is made as of
the day
of ,
by and between Viad Corp (the “Corporation”), a
Delaware corporation,
and , a
Director of the Corporation (the
“Director”).
Recitals
A. The Director has
been elected to serve as a director of the Corporation and the
Corporation desires the Director to continue in such
capacity.
B. In addition to
the indemnification to which the Director is entitled under the
Restated Certificate of Incorporation of the Corporation (the
“Articles”), the Corporation at its sole expense
maintains insurance protecting its officers and directors against
certain losses arising out of actual or threatened actions, suits
or proceedings to which such persons may be made or threatened to
be made parties (“D & O Insurance”). However,
the coverage of the Corporation’s D & O Insurance
has decreased in recent years and the Corporation and the Director
cannot be sure that insurance coverage will continue to be
available in the future or, if available, that it will not be
unreasonably expensive to purchase and maintain.
C. The Articles and
the Delaware General Corporation Law specifically provide that they
are not exclusive, and thereby contemplate that contracts may be
entered into between the Corporation and the members of its Board
of Directors with respect to indemnification of such
directors.
Agreement
In order to induce the
Director to continue to serve in the Director’s capacity as a
director and in consideration of the Director’s valuable
services for the Corporation, the Corporation and the Director
agree as follows:
1. Continued
Service . Director will continue to serve at
the will of the Corporation, or in accordance with separate
contract to the extent that such a contract is in effect at the
time in question, as a director of the Corporation so long as the
Director is duly elected and qualified in accordance with the
Articles and the Bylaws of the Corporation (“Bylaws”)
or until the Director resigns in accordance with applicable
law.
2. Indemnity
of Director . The Corporation shall hold
harmless and indemnify Director to the full extent authorized or
permitted by the provisions of the Delaware General Corporation Law
or by any amendment thereof or other statutory provisions
authorizing or permitting such indemnification which is adopted
after the date hereof.
3.
Maintenance of Insurance and Self
Insurance.
(a) Subject only to
the provisions of Section 3(b) hereof, so long as Director
shall continue to serve as a director of the Corporation (or shall
continue at the request of the Corporation to serve as a director
of another corporation, partnership, joint venture, trust or other
enterprise) and thereafter so long as Director shall be subject to
any possible claim or threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that Director was a director of
the Corporation or served in any of said other capacities, the
Corporation will purchase and maintain in effect for the benefit of
Director one or more valid, binding and enforceable policies of
D & O Insurance providing, in all respects, coverage at
least comparable to that presently provided.
(b) The Corporation
shall not be required to maintain said policies of D & O
Insurance in effect if said insurance is not reasonably available
or if, in the reasonable business judgment of the then directors of
the Corporation, either (i) the premium cost for such
insurance is substantially disproportionate to the amount of
coverage or (ii) the coverage provided by such insurance is so
limited by exclusions that there is insufficient benefit from such
insurance.
(c) In the event
the Corporation does not purchase and maintain in effect said
policies of D & O Insurance pursuant to the provisions of
Section 3(b) hereof, the Corporation shall hold harmless and
indemnify Director to the full extent of the coverage which would
otherwise have been provided for the benefit of Director pursuant
to such D & O Insurance.
4.
Additional Indemnity . Subject only to
the exclusions set forth in Section 5 hereof, and without
limiting any right which Director may have now or in the future
pursuant to the Delaware General Corporation Law, the Articles, the
Bylaws, any other
agreement, any resolution, any
policy of insurance or otherwise, the Corporation hereby further
agrees to hold harmless and indemnify Director:
Against any and all
expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
Director in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative
or investigative, whether by third parties or by or in the right of
the Corporation to which Director at any time becomes a party, or
is threatened to be made a party, by reason of the fact that
Director is or was a director of the Corporation, or is or was
serving or at any time serves at the request of the Corporation as
a director of another corporation, partnership, joint venture,
trust or other enterprise.
5.
Limitations on Additional Indemnity . No
indemnity pursuant to Section 4 hereof shall be paid by the
Corporation:
(a) for which and
to the extent that payment is actually made to Director under a
valid and collectible insurance policy;
(b) for which and
to the extent that Director is indemnified or receives a recovery
otherwise than pursuant to Section 4;
(c) on account of
any suit in which judgment is rendered against Director for an
accounting of profits made from the purchase or sale by Director of
securities of the Corporation pursuant to the provisions of
Section 16(b) of the Securities Exchange Act of 1934 and
amendments thereto or similar provisions of any federal, state or
local statutory law;
(d) with respect to
acts or omissions which are not in good faith or which constitute
intentional misconduct or a knowing violation of law;
(e) with respect to
authorization by Director of the unlawful payment of a dividend or
other distribution on the Corporation’s capital stock or the
unlawful purchase of its capital stock;
(f) with respect to
any transaction from which Director derived an improper personal
benefit; or
(g) if a final
decision by a Court having jurisdiction in the matter shall
determine that such indemnification is not lawful.
6.
Notification and Defense of Claim .
Promptly after receipt by Director of notice of the
commencement of any action, suit or proceeding, Director will, if a
claim in respect thereof is to be made against the Corporation
under this Agreement, notify the Corporation of the commencement
thereof; but the omission so to notify the Corporation will not
relieve it from any liability which it may have to Director
otherwise than under this Agreement or from any liability which is
not directly related to the failure of Director promptly to so
notify the Corporation. With respect to any such action, suit or
proceeding as to which Director notifies the Corporation of the
commencement thereof:
(a) The Corporation
will be entitled to participate therein at its own expense;
and,
(b) Except as
otherwise provided below, to the extent that it may wish, the
Corporation jointly with any other indemnifying party similarly
notified will be entitled to assume the defense thereof, with
counsel satisfactory to Director. After notice from the Corporation
to Director of its election so to assume the defense thereof, the
Corporation will not be liable to Director under this Agreement for
any legal or other expenses subsequently incurred by Director in
connection with the defense thereof other than reasonable costs of
investigation or as otherwise provided below. Director shall have
the right to employ the Director’s counsel in such
acti
