Exhibit 10.U
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT entered into effective the 1st day
of January, 1997, 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 has been elected
to the Board of Directors of Viad Corp; in addition, he is hereby
employed as Chief Executive Officer, President and Chairman of
the Board 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 Chief Executive Officer, President and
Chairman of the Board, 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 December 31, 1998.
4. EXECUTIVE SEVERANCE AGREEMENT.
Employer shall enter into an Executive Severance Agreement
with Employee dealing with the threat or occurrence of a bid or
other action to take over control of the Employer. The Executive
Severance Agreement shall be comparable in form and substance to
the executive severance agreement of Employee's predecessor
previously approved by the Board of Directors of Employer
5. 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 Employer's Board of
Directors, as evidenced by action recorded in the official
minutes of a meeting of such Directors, subjects Employer or its
subsidiaries to public disrespect, scandal or ridicule or
adversely affects the utility of your services to Employer.
(c) Should Employee be requested by a majority of the Board
of Directors to resign from the Employer as an officer and Board
member, the Employee, in such case, shall be entitled to all
benefits earned on Schedule "A" up to the date of resignation and
Employee shall be entitled to 150% of salary due for the
remaining term of this Agreement, and all other compensation
listed on Schedule "A" shall cease as of the date of resignation.
5. BOARD OF DIRECTORS.
Executive shall report to the Board of Directors of Viad
Corp in discharging his duties and responsibilities.
IN WITNESS WHEREOF, the parties hereto have caused this
Employment Agreement to be executed effective as of the 1 st day
of January, 1997.
VIAD CORP
By: /s/ Xxxxx X. Xxxxx
Vice President &
General Counsel
ATTEST:
By: /s/ Xxxxx X. Xxxxx
Secretary
/s/ Xxxxxx X. Xxxxxxxx
SCHEDULE "A"
CHIEF EXECUTIVE OFFICER, PRESIDENT & CHAIRMAN OF THE BOARD
Base Salary $600,000
MIP Target Bonus % 60%
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
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
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
Parking Reserved company-paid parking
Executive Physical
Supplemental Executive Retirement Plan - B
Automobile
Other Standard Benefits
