Separation
Agreement and Release
(Long-Tenured Executive Officer)
This
Separation Agreement and Release (“Agreement”) is
intended to amicably and finally resolve all issues and claims
surrounding the employment of Suzanne Pearl
(“Employee”) with Viad Corp (“Employer”)
and is made and entered into by and between Employee and
Employer.
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Employee is an Executive Officer of
Employer and has been employed by Employer for more than twenty
(20) years.
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Employee, during her tenure, has
developed specialized knowledge and expertise concerning the human
resources and executive compensation practices and procedures of
Employer.
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Employer desires to provide
Employee with separation benefits to assist in the transition
resulting from the reorganization of Employer and Employee’s
termination of employment, provided that Employee executes all
transitional responsibilities as agreed upon between Employee and
Employer, as set forth in the second paragraph of Section F of
this Agreement ; and
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Employee desires, in exchange for
such separation benefits, to waive and release any and all claims
that Employee may have against Employer.
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In
consideration of the promises, agreements, covenants, and
provisions contained in this Agreement, the sufficiency of which is
hereby acknowledged, the parties agree as follows:
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Employee’s employment with
Employer will end effective August 31, 2009 (the
“Separation Date”).
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In consideration of the promises of
Employee contained herein, Employer agrees to pay Employee a lump
sum severance benefit equal to seventy-eight (78) weeks
separation pay ($426,000), less statutory deductions (based upon
Employee’s annual base salary as of the Separation Date), to
be paid on the Separation Date.
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Employee will be paid, by separate
check, a lump sum payment, less statutory deductions, for all
earned but unused vacation (including any carryover vacation from
2008) as of the Separation Date, in accordance with state statutory
requirements.
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Employer will make payment of the
premiums for Employee’s Group Medical, Executive Medical and
Dental insurance coverages for eighteen (18) months effective
on the first day of the month following the Separation Date. This
coverage will continue in effect from September 1, 2009 through
February 28, 2011, unless Employee becomes eligible for
coverage through another employer or through a governmental
program. Effective March 1, 2011, Employee may elect to
continue coverage similar to the Group Medical, Executive and
Dental coverage under the Viad health plan as in effect from time
to time during the period, in accordance with the health care
continuation coverage provisions of the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”), with Employer to
pay fifty percent (50%) of the cost of such coverage. For purposes
of determining eligibility for the Retiree Medical Plan of
Employer, Employee will be deemed to be age fifty-five (55) as
of August 31, 2009. Upon Employee’s commencement of
pension benefits under the Viad Corp Retirement Income Plan, now
known as the Moneygram Pension Plan, she and her eligible
dependents will be eligible for coverage under and in accordance
with the provisions of the Viad Corp Retiree Medical
Plan.
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Employee’s participation in
the Viad Corp Performance Unit Plan (“PUP”) and
Performance Based Restricted Stock (“PBRS”) Plan will
cease as of the Separation Date. Awards shall be paid under the
2007-2009 and 2008-2010 PUP, pursuant to the corresponding
Agreements. Full ownership of the earned performance units will
occur to the extent not previously earned at the end of the
performance period. Pursuant to the corresponding Performance Based
Restricted Stock Agreements, the remaining unvested PBRS shares
will vest in accordance with the corresponding Agreements whereby
Employee shall receive 2,433 shares in January 2010, and 1,433
shares in January 2011. 11,300 PBRS shares granted in
February 2009 shall be forfeited as they will not be earned
based on company performance.
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Employee’s Restricted Stock
awards from 2007 (2,300 shares), 2008 (3,100 shares) and 2009
(8,100 shares) will vest in full pursuant to the corresponding
Agreements. Total shares vesting are 13,500 (2,300, 3,100 and
8,100).
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Employee’s participation in
Employer’s 401(k) Program (also known as the
“TRIM” plan), and Employer’s matching obligation
under the Program, will cease as of the Separation Date, and any
distribution of the Program’s funds will be in accordance
with the provisions of the 401(k) Program. Employee will receive
information explaining Employee’s options with regard to
Employee’s account in Employer’s 401(k) program from
the plan administrator, T Rowe Price, approximately three
(3) weeks after the end of the month following the Separation
Date.
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Employee’s participation in
any other Employer-sponsored perquisite programs including health
club and lunch club will cease as of the Separation Date. All
associated expenses with regard to above-mentioned perquisites will
be reimbursed to Employee or paid directly to provider through the
Separation Date.
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Employee’s Life Insurance,
Short-Term Disability, Long-Term Disability, and Business Travel
Accident insurance coverage will cease as of the Separation
Date.
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Employee’s participation in
the Executive Physical Program will continue through 2010, with
Employee’s company-paid physical to be completed no later
than December 31, 2010.
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Employee’s participation in
Employer’s Tax and Financial Counseling Program will cease as
of December 31, 2009, and will include preparation of
Employee’s 2009 personal income tax return and 2010 projected
income tax statement, to be completed by The AYCO
Company.
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Employee will be entitled to
outplacement as provided for under the Right Management
Officer’s Outplacement Program, not to exceed the
Employer’s 2009 negotiated fee of $12,000. Employee may elect
to utilize services of a different professional outplacement firm
of her choice; however, fees for all outplacement services may not
exceed $12,000 in the aggregate. Services for any outplacement
program must be commenced within 90 days of the Separation
Date and all invoices for services will be sent directly to
Employer.
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In the event Employee dies prior to
receipt of all cash payments and other compensation to which
employee is entitled hereunder, such consideration shall be paid to
the Employee’s estate, unless otherwise directed in writing
by Employee.
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2
B. Release
of Claims by Employee
In
consideration for the receipt of the separation pay and other
benefits described in this Agreement and for good and valuable
consideration the receipt and sufficiency of which is hereby
acknowledged by Employee, Employee hereby waives, voluntarily
releases and forever discharges Employer, its parent companies,
predecessors, successors, affiliates and subsidiaries, and their
respective shareholders, employees, officers, representatives,
agents, and directors (collectively “the Company”) from
the following:
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All claims arising out of or
relating to Employee’s employment with the Company or
Employee’s separation from that employment;
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All claims arising out of or
relating to any written or implied personnel policy or practice of
the Company or the statements, actions, or omissions of the
Company;
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All claims for any alleged unlawful
discrimination, harassment, retaliation or reprisal, or other
alleged unlawful practices arising under any federal, state, or
local statute, ordinance, or regulation, including without
limitation, claims under Title VII of the Civil Rights Act of 1964,
as amended; the Age Discrimination in Employment Act of 1967, as
amended; the Americans with Disabilities Act of 1990, as amended;
42 U.S.C. 12101, et. seq.; the Family and Medical Leave Act of
1993; the Employee Retirement Income Security Act of 1974; the
Equal Pay Act of 1963; the Fair Labor Standards Act; the Worker
Adjustment and Retraining Notification Act; the Civil Rights Act of
1991; the Fair Credit Reporting Act; the Older Workers Benefit
Protection Act; and any other federal, state or local
anti-discrimination acts, state wage acts and non-interference or
non-retaliation statutes;
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All claims for alleged wrongful
discharge; breach of contract; breach of implied contract; failure
to keep any promise; breach of a covenant of good faith and fair
dealing; breach of fiduciary duty; promissory estoppel;
Employee’s activities, if any, as a
“whistleblower”; defamation; infliction of emotional
distress; fraud; misrepresentation; negligence; harassment;
retaliation or reprisal; constructive discharge; assault; battery;
false imprisonment; invasion of privacy; interference with
contractual or business relationships; any other wrongful
employment practices; and violation of any other principle of
common law;
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All claims for compensation of any
kind, including without limitation, commission payments, bonus
payments, vacation pay, and expense reimbursements;
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All claims for back pay, front pay,
reinstatement, other equitable relief, compensatory damages,
damages for alleged personal injury, liquidated damages, and
punitive damages;
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All claims for attorneys’
fees, costs, and interest.
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Employee
also waives any right to any form of recovery or compensation from
any legal action brought by Employee, or by any state or federal
agency on Employee’s behalf in connection with
Employee’s employment with or termination of employment from
Employer. Employer acknowledges and understands, however, that
Employee does not release any claims that the law does not allow to
be waived or any claims that may arise after the date on which
Employee signs this Agreement. Employee also agrees not to seek
re-employment with Employer in the future.
Employee
agrees that Employee shall not disclose to any person or entity at
any time or in any manner, directly or indirectly, any information
relating to the operations of Employer, Employer’s
affiliates, or Employer’s customers, cl
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