EXHIBIT 10.B
VIAD CORP
1997 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
AS AMENDED MARCH 26, 2002
Shares of Restricted Stock are hereby awarded by Viad Corp
(Corporation), a Delaware corporation, effective to ((FirstName)) ((LastName))
(Employee) in accordance with the following terms and conditions:
1. SHARE AWARD. The Corporation hereby awards the Employee
((NumberofUnits)) shares (Shares) of Common Stock, par value $1.50 per share
(Common Stock) of the Corporation 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 RESTRICTION PERIOD. During the period
commencing on the effective date hereof (Commencement Date) and terminating 3
years thereafter (Restriction Period), the Shares may not be sold, assigned,
transferred, pledged, or otherwise encumbered by the Employee, except as
hereinafter provided. The Restriction Period shall lapse and full ownership of
Shares will vest at the end of the Restriction Period.
The Board of Directors (Board) shall have the authority, in its discretion, to
accelerate the time at which any or all of the restrictions shall lapse with
respect to any Shares, prior to the expiration of the Restriction Period with
respect thereto, or to remove any or all of such restrictions, 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. TERMINATION OF EMPLOYMENT. Except as provided in this paragraph 3
and in paragraph 8 below or as otherwise may be determined by the Board, if the
Employee ceases to be an Employee of the Corporation or any affiliate of the
Corporation for any reason, all Shares which at the time of such termination of
employment are subject to the restrictions imposed by paragraph 2 above 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 affiliate of the Corporation for any reason
(other than for Cause, 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 affiliate by reason
of death or total or partial disability, full ownership of the Shares will occur
to the extent not previously earned, upon lapse of the Restriction Period as set
forth in paragraph 2. If the Employee ceases to be an employee of the
Corporation or any Affiliate of the Corporation by reason of normal or early
retirement, full ownership of the Shares will occur upon lapse of the
Restriction Period as set forth in paragraph 2 and dividends will be paid
through such 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
affiliate of the Corporation from the Commencement Date through the date the
Employee ceases to be an employee of the Corporation or any affiliate of the
Corporation.
(RS)1
4. CERTIFICATES FOR THE SHARES. The Corporation shall issue a
certificate in respect of the Shares in the name of the Employee, the number of
Shares of which shall equal the amount of the award specified herein, and shall
hold such certificate on deposit for the account of the Employee until the
expiration of the restrictions set forth in paragraph 2 above with respect to
the Shares represented thereby. The certificate shall bear the following legend:
The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) contained in the Viad Corp 1997 Omnibus Incentive Plan
and an Agreement entered into between the registered owner and Viad
Corp. Copies of such Plan and Agreement are on file with the Vice
President-General Counsel of ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇.
The Employee further agrees that simultaneously with his or her
acceptance of this Agreement, he or she shall execute a stock power covering
such award endorsed in blank and that he or she shall promptly deliver such
stock power to the Corporation.
5. EMPLOYEE'S RIGHTS. Except as otherwise provided herein, the
Employee, as owner of the Shares, shall have all rights of a shareholder,
including, but not limited to, the right to receive all dividends paid on the
Shares and the right to vote the Shares.
6. EXPIRATION OF RESTRICTION PERIOD. Upon the lapse or expiration of
the Restriction Period with respect to any Shares, the Corporation shall
redeliver to the Employee the certificate in respect of such Shares (reduced
appropriately in number in the event of early or normal retirement) and the
related stock power held by the Corporation pursuant to paragraph 4 above. The
Shares as to which the Restriction Period shall have lapsed or expired and which
are represented by such certificate shall be free of the restrictions referred
to in paragraph 2 above and such certificate shall not bear thereafter the
legend provided for in paragraph 4 above.
To the extent permissible under applicable tax, securities, and other
laws, the Corporation may, in its sole discretion, permit Employee to satisfy a
tax withholding requirement by directing the Corporation to apply Shares to
which Employee is entitled as a result of termination of the Restricted Period
with respect to any Shares of Restricted Stock, in such manner as the
Corporation shall choose in its discretion to satisfy such requirement.
7. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION OF CORPORATION. In the
event of a change in the Common Stock through stock dividends, stock splits,
recapitalization or other changes in the corporate structure of the Corporation
during the Restriction Period, the number of Shares of Common Stock subject to
restrictions as set forth herein shall be appropriately adjusted and the
determination of the Board of Directors of the Corporation as to any such
adjustments shall be final, conclusive and binding upon the Employee. Any Shares
of Common Stock or other securities received, as a result of the foregoing, by
the Employee with respect to Shares subject to the restrictions contained in
paragraph 2 above also shall be subject to such restrictions and the
certificate(s) or other instruments representing or evidencing such Shares or
securities shall be legended and deposited with the Corporation, along with an
executed stock power, in the manner provided in paragraph 4 above.
(RS)2
8. EFFECT OF CHANGE IN CONTROL. In the event of a Change in Control (as
defined in the Plan), the restrictions applicable to any Shares awarded hereby
shall lapse, and such Shares shall be free of all restrictions and become fully
vested and transferable to the full extent of the original grant.
9. PLAN AND PLAN INTERPRETATIONS AS CONTROLLING. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling. The
Plan provides that the Corporation's Board of Directors may from time to time
make changes therein, interpret it and establish regulations for the
administration thereof. The Employee, by acceptance of this Agreement, agrees to
be bound by said Plan and such Board actions.
Shares may not be issued hereunder, or redelivered, whenever such issuance or
redelivery would be contrary to law or the regulations of any governmental
authority having jurisdiction.
IN WITNESS WHEREOF, the parties have caused this Restricted Stock Agreement to
be duly executed.
Dated: ___________________________ VIAD CORP
By:______________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman, President and Chief
Executive Officer
ATTEST:
__________________________________
Vice President - General Counsel
or Assistant Secretary
ACCEPTED:
_________________________________________
Employee
(RS)3