Exhibit 10.D
VIAD CORP
1997 OMNIBUS INCENTIVE PLAN
PERFORMANCE UNIT AGREEMENT
As Amended March 29, 2005
Performance Units
are hereby awarded by Viad Corp (Corporation), a Delaware
corporation, effective ___, 2005, to ___(Employee) in accordance
with the following terms and conditions:
1.
Award. The Corporation hereby awards the Employee
___Performance Units pursuant to the Viad Corp 1997 Omnibus
Incentive Plan (Plan), and upon the terms and conditions, and
subject to the restrictions therein and hereinafter set
forth.
2.
Restrictions on Transfer and Performance Period. The
Performance Units may not be assigned, transferred, pledged, or
otherwise encumbered by the Employee, except in the event of the
Participant’s death, by will or the laws of descent and
distribution.
The Performance Period for the
Units is for a three-year period beginning January 1, 2005 and
ending December 31, 2007.
The Board of Directors (Board)
shall have the authority, in its discretion, to truncate the
Performance Period prior to the expiration of the Performance
Period with respect thereto, 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 Employment. Except as provided in this
paragraph 3 and in paragraph 4 below or as otherwise may be
determined by the Board, if the Employee ceases to be an Employee
of the Corporation or any of its Affiliates (as defined in the
Plan) for any reason prior to the completion of the Performance
Period, all Performance Units shall upon such termination of
employment be forfeited and returned to the Corporation. Except as
otherwise specifically determined by the Human Resources Committee
in its absolute discretion on a case by case basis, if the Employee
is terminated by the Corporation or any of its Affiliates for any
reason prior to the completion of the Performance Period (other
than for Cause, as defined in the Plan, or for failure to meet
performance expectations, as determined by the Chief Executive
Officer of the Corporation), or if the Employee ceases to be an
employee of the Corporation or any of its Affiliates by reason of
death or total or partial disability prior to the completion of the
Performance Period, full ownership of the earned Performance Units
will occur to the extent not previously earned at the end of the
Performance Period.
If the Employee ceases to be an
employee of the Corporation or any of its Affiliates by reason of
normal or early retirement, full ownership of the earned
Performance Units will occur at the end of the Performance Period,
in each case on a pro rata basis, calculated based on the
percentage of time such Employee was employed by the Corporation or
any of its Affiliates from the beginning of the Performance Period
through the date the Employee ceases to be an employee of the
Corporation or
1
any of its Affiliates; provided,
however, that full ownership of the earned Performance Units
(versus pro rata ownership) will occur at the end of such
Performance Period if the Employee has reached age 60 at the time
of retirement and such retirement is at least 18 months
subsequent to the date of grant of the Award.
(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,
Employee, 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 two (2) years
following the date of Employee’s termination of employment
with the Corporation or any of its Aff
