Exhibit 10.C
VIAD CORP
PERFORMANCE UNIT INCENTIVE PLAN
Pursuant to the 1997 Viad Corp Omnibus Incentive Plan
As Amended March 29, 2005
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1.
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PURPOSE
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The
purpose of the Plan is to promote the long-term interests of the
Corporation and its stockholders by providing a means for
attracting and retaining designated key executives of the
Corporation and its Affiliates through a system of cash rewards for
the accomplishment of long-term predefined objectives.
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2.
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DEFINITIONS
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The
following definitions are applicable to the Plan:
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“Affiliate” — Any
“Parent Corporation” or “Subsidiary
Corporation” of the Corporation as such terms are defined in
Section 425(e) and (f), or the successor provisions, if any,
respectively, of the Code (as defined herein).
“Award” — The grant by the
Committee of a Performance Unit or Units as provided in the
Plan.
“Board” — The Board of
Directors of Viad Corp.
“Code” — The Internal Revenue
Code of 1986, as amended, or its successor general income tax law
of the United States.
“Committee” — The Human
Resources Committee of the Board.
“Corporation” — Viad
Corp.
“Participant” — Any executive
of the Corporation or any of its Affiliates who is selected by the
Committee to receive an Award.
“Performance Period” — Shall
mean the period of time selected by the Committee in connection
with the grant of any Award under the Plan for the purpose of
determining performance goals and measuring the degree of
accomplishment. Generally, the Performance Period will be a period
of three successive fiscal years of the Corporation.
“Performance Unit Award” — An
Award.
“Plan” — The Performance Unit
Incentive Plan of the Corporation.
“Pre-Tax Income” — Pre-tax
income after minority interest.
“Subsidiary Operating Income”
— Revenue minus operating expenses of the operating
companies. This also excludes minority interest, interest expense
and taxes, as well as restructuring, goodwill or impairment charges
and the effects of changes in accounting principles and stock
option and incentive plan accounting based on stock price
fluctuation.
“Unit” — The basis for any
Award under the Plan.
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3.
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ADMINISTRATION
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The
Plan shall be administered by the Committee. Except as limited by
the express provisions of the Plan, the Committee shall have sole
and complete authority and discretion to (i) select
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1
Participants and grant Awards;
(ii) determine the number of Performance Units to be subject
to Awards generally, as well as to individual Awards granted under
the Plan; (iii) select the performance goals and the
Performance Period for any Awards; (iv) determine the targets
that must be achieved in order for the Awards to be payable and the
other terms and conditions upon which Awards shall be granted under
the Plan; (v) prescribe the form and terms of instruments
evidencing such Awards; and (vi) establish from time to time
regulations for the administration of the Plan, interpret the Plan,
and make all determinations deemed necessary or advisable for the
administration of the Plan. The Corporation expects to have the
Plan administered in accordance with the requirements for the Award
of “qualified performance-based compensation” within
the meaning of Section 162(m) of the Code.
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4.
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PERFORMANCE GOALS
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The
Plan is intended to provide Participants with a substantial
incentive to achieve or surpass one or more predefined long-range
financial goals during the applicable Performance Period. The
Committee may, in its discretion, select long-range financial goals
for Corporate and Subsidiary Participants that differ from those
listed below, provided that such goals are permitted under the Viad
Corp 1997 Omnibus Incentive Plan.
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(a) At the effective date of
the Plan, the first goal for each Subsidiary Participant
emphasizes growth in Average Operating Income during the
Performance Period. The first goal for Corporate
Participants emphasizes Growth in Average Income per Share from
Continuing Operations during the Performance Period.
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(b) The second goal for
Corporate and Subsidiary Participants emphasizes growth in
Average Operating Cash Flow during the Performance
Period.
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(c) The third goal for
Subsidiary and Corporate Participants emphasizes growth in
Average Revenue during the Performance Period.
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5.
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DETERMINATION OF
TARGETS
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A.
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Average Growth in Subsidiary
Operating Income
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An
appropriate average three-year operating income target for the
Performance Period for each Subsidiary Company will be established
taking into account historical operating or pre-tax income,
financial plan operating income for the Performance Period, overall
Corporate objectives, and if appropriate, other circumstances. An
appropriate range of values above and below such target will then
be selected to measure achievement above or below the
target.
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B.
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Average Growth in Viad Corp Income
Per Share from Continuing Operations
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An
appropriate average growth in Income Per Share from Continuing
Operations target for Viad Corp for the Performance Period will be
established by the Committee after considering historical income
per share from continuing operations, financial plan income per
share from continuing operations for the Performance Period,
overall Corporate objectives and, if appropriate, other
circumstances. An appropriate range of values above and below such
target will then be selected to measure achievement above or below
the target.
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C.
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Average Operating Cash
Flow
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An
appropriate Average Operating Cash Flow target for the Performance
Period will be established by the Committee. Operating Cash Flow is
measured by the net change in cash resulting from the operating
activities of the Company. Cash flow from operating
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