EXHIBIT 10
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT entered into effective the 15th day of
August, 1996, between VIAD CORP, a Delaware corporation (hereinafter
called "Employer"), and Xxxxxx X. Xxxxxxxx (hereinafter called
"Employee"),
WITNESSETH:
1. EMPLOYMENT
Employer hereby employs Employee and Employee hereby agrees
to serve Employer in the capacity hereinafter described for the
employment term hereinafter set forth. Employee shall be elected to
the Board of Directors of Viad Corp; in addition he shall be the
President and Chief Operating Office of Viad Corp, at its headquarters
in Phoenix, Arizona. Employee agrees (a) to serve in such position or
in any other senior executive position to which he may be elected or
appointed by Employer's Board of Directors during the term of this
Agreement, (b) to devote his best efforts, energies, skill and all of
his working time to the discharge of the duties and responsibilities as
President and COO, and (c) to perform his tasks to Employer's
reasonable satisfaction.
2. COMPENSATION AND BENEFITS
As remuneration for services performed hereunder, Employee
shall receive the salary, benefits and incentive compensation that are
listed on Schedule "A", attached.
3. TERM
This Agreement shall become effective immediately and shall
terminate on August 15, 1997.
4. TERMINATION
Employer may terminate this Agreement at any time if:
(a) Employee, by reason of physical or mental illness, shall
have been unable to perform satisfactorily the services to be rendered
by him hereunder for a consecutive period of one hundred eighty (180)
days. Should such incapacity occur, Employee shall be entitled to the
retirement benefits as provided on Schedule "A".
(b) Employee should be convicted of a felony or a crime
involving moral turpitude, fraud, or dishonesty, or commit an act
which, in the judgment of a majority of Company's Board of Directors,
as evidenced by action recorded in the official minutes of a meeting of
such Directors, subjects Employer, Company or Subsidiaries to public
disrespect, scandal or ridicule or adversely affects the utility of
your services to Employer or Company.
(c) Employee should be requested by a majority of the Board
of Directors to resign from the Company as an officer and Board member.
The Employee, in such case, shall be entitled to all Compensation and
Benefits listed on Schedule "A" for the remaining term of this
Agreement.
5. CHIEF EXECUTIVE OFFICER
Executive shall report to the Chairman and Chief Executive
Officer of Viad Corp in discharging his duties and responsibilities as
President and COO.
IN WITNESS WHEREOF, the parties hereto have caused this
Employment Agreement to be executed as of the day of August,
1996.
VIAD CORP f/n/a THE DIAL CORP
By: /s/ Xxxx X. Xxxxxxxx
For the Board of Directors
ATTEST:
By: /s/ Xxxxx X. Xxxxx
Vice President & General Counsel
/s/ Xxxxxx X. Xxxxxxxx
SCHEDULE "A"
PRESIDENT & CHIEF OPERATING OFFICER
Analysis of Competitive Compensation Package as of August 15, 1996
BASE SALARY $400,000
MIP TARGET BONUS % 60% (calculations to be based on 8
months Travelers Express
financial performance and 4
months as a Viad participant
under Viad financial
performance for 1996 and Viad
thereafter)
STOCK OPTIONS Eligible
PERFORMANCE BASED STOCK Eligible
PERFORMANCE UNIT PLAN Eligible (same as MIP)
FIRST CLASS AIR TRAVEL Eligible
COMPANY PAID AD&D $300,000 Company Paid
EXECUTIVE SEVERANCE PLAN Golden
HEALTH CLUB Corporate Fitness Center - reserved
locker at $25/month or outside club
(paid up to $25 after first $25 paid by
employee)
LUNCHEON CLUB Monthly dues at Arizona Club or the
Mansion Club
COUNTRY CLUB Monthly dues at Arizona Club or the
Mansion Club
FINANCIAL COUNSELING SERVICES Choice of counselor at Ayco or Xxxxxx
Xxxxxxxx
EXECUTIVE MEDICAL Provides supplemental coverage to the
base plan, including co-pays and
deductibles - $6,000/year limit
PARKING Reserved company-paid parking
EXECUTIVE PHYSICAL
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN - B
AUTOMOBILE
OTHER STANDARD BENEFITS Including relocation expenses and
second home payment assistance
