CONSULTING AGREEMENT
Exhibit 10.B
This Consulting Agreement (“Agreement”) dated as of August 4, 2009, is between Viad Corp, a
Delaware corporation (“Viad”) and Xxxxx X. Xxxxxxx, an individual (“Consultant”). In consideration
of the mutual covenants and agreements herein contained and other good and valuable consideration,
the parties hereto agree as follows:
1. Engagement. Viad hereby engages Consultant to serve in the capacity of an independent
contractor to advise and provide consultation to Viad as requested by Viad from time to time
(“Services”). Viad’s requests for Services shall be made by Xxxx X. Xxxxxxx, Chairman, President
and Chief Executive Officer of Viad Corp, or Xxxx X. Xxxxxxx, President and Chief Executive Officer
- Event Marketing & Services Group of Viad Corp, or their respective designee. In the performance
of the Services, Consultant shall act in accordance with his own expertise, experience, manner and
methods and shall not be subject to the supervision and control of employees or executives of Viad
or its affiliates in the day to day exercise of his expertise or the application of his experience,
or manner and methods of service in the performance of the Services; provided, however, that
nothing in this section shall be construed to relieve Consultant from any obligation to act in
accordance with policies and procedures established by Viad with respect to its contractors
generally.
2. Consulting Fee. Viad shall pay Consultant a lump sum amount of $12,500 per calendar month,
payable in arrears.
3. Term. The term of this Agreement shall be for three (3) calendar months commencing on
October 1, 2009 and expiring on December 31, 2009 (“Term”).
4. Termination. Either party may terminate this Agreement prior to the expiration of the
Term, for any reason or no reason, on thirty (30) days’ prior written notice of such termination to
the other party.
5. Expenses. Viad shall reimburse Consultant for all out-of-pocket, reasonable and necessary
expenses incurred in connection with Consultant’s performance of the Services, including business
travel (air travel at first class).
6. Office and Equipment. During the Term, Viad shall, at its sole expense, provide Consultant
with the use of an office at the headquarters of GES Exposition Services, Inc. (“GES”) in Las
Vegas, Nevada. In connection therewith, Viad shall provide the necessary office-related services
and equipment at the GES headquarters, including but not limited to office parking,
telecommunication equipment, computer and secretarial assistance.
7. Indemnification. It is agreed that Consultant shall be indemnified in connection with
Services provided hereunder at the same level of indemnification as is provided to officers of the
Corporation including providing legal counsel. Notwithstanding the foregoing, Viad shall
pay no employment-related withholding or other taxes or charges of any nature in connection with
the consulting fees paid to Consultant hereunder.
8. Independent Contractor. Viad and Consultant acknowledge and agree that Consultant is an
independent contractor and not an employee or partner of Viad, and that neither party shall have
the authority to bind the other or otherwise incur liability on behalf of the other, except as
otherwise provided herein. The fees or any other amounts paid to Consultant hereunder shall not be
considered salary for any purpose, and the Services provided by Consultant hereunder do not entitle
Consultant to any of the fringe and supplemental benefits that Viad and/or its affiliates provides
for its employees. Consultant has full responsibility for the payment of taxes in respect of fees
paid by Viad hereunder.
9. Compliance. During the Term, Consultant shall comply with all applicable regulations,
ordinances and laws relating to the performance of Services. Consultant further agrees to comply
with all applicable provisions of Viad’s Always Honest Compliance & Ethics Program Manual in the
performance of the Services.
10. Continuing Obligation. The parties acknowledge and agree that this Agreement does not
amend or modify the provisions of the Separation Agreement and Release, dated July 13, 2009
(“Separation Agreement”), and does not otherwise waive the continuing obligations of Consultant or
GES Exposition Services, Inc. under the Separation Agreement.
11. Effect of Termination. Upon termination of this Agreement, Corporation shall pay
Consultant the portion of any fee earned or accrued up to the date of termination, but shall not be
obligated to pay any fee in respect of any period after the date of termination.
12. Miscellaneous. This Agreement supersedes any and all prior negotiations and oral or
written agreements between the parties made relating to the subject matter hereof, and constitutes
the entire agreement of the parties relating to the subject matter hereof. This Agreement may not
be altered or amended except by a writing signed by the parties. No waiver of any provision hereof
shall extend to or affect any obligation not expressly waived, or impair any right consequent on
such obligation. This Agreement shall be binding upon and shall inure to the benefit of the
successors and assigns of Viad, whether by merger, consolidation, sale of shares or assets or
operation of law, but shall not be assignable by Consultant.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first written above.
| VIAD CORP | XXXXX X. XXXXXXX | |||||||
By:
|
/s/ Xxxx X. Xxxxxxx
Chairman, President and Chief Executive Officer |
By: | /s/ Xxxxx X. Xxxxxxx
|
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