Exhibit 10.A2
X. X. XXXXX CONSULTING CONTRACT
Contract effective January 1, 1997, between Viad Corp, a
corporation organized under the laws of the State of Delaware,
with its principal office located at 0000 X. Xxxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxx, 00000, herein referred to as "Company," and X.
X. Xxxxx, of Paradise Valley, Arizona, herein referred to as
"Consultant."
RECITALS
A. Company, recognizing the past experience of Consultant
as CEO of Company, desires to have the following services, as a
consultant, to be performed by Consultant: To be on call, from
time to time, as requested by the CEO of Company.
B. Consultant agrees to perform these services for Company
under the terms and conditions set forth in this contract.
In consideration of the mutual promises set forth in this
contract, it is agreed by and between Company and Consultant as
follows:
SECTION ONE
NATURE OF WORK
Consultant will perform consulting and advisory services on
behalf of the Company, as may be requested from time to time by
the CEO of Company.
SECTION TWO
PLACE OF WORK
It is understood that Consultant's services will be rendered
principally at the sixth floor of Viad Tower, Phoenix, Arizona,
but that Consultant will, on request, come to the Company's
headquarters offices or travel to other places as designated by
the CEO of the Company, to meet with Company representatives or
others.
SECTION THREE
TIME DEVOTED TO WORK
In the performance of the services, the services and the
hours Consultant is to work on any given day will be entirely
within Consultant's control and Company will rely upon Consultant
to put in such number of hours as is reasonably necessary to
fulfill the spirit and purpose of this contract. This
arrangement will probably take no more than 10 hours per week,
although there will be weeks during which Consultant may not
perform any services at all.
SECTION FOUR
PAYMENT
Company will pay Consultant the total sum of One Hundred and
Twenty Thousand Dollars ($120,000) annually, payable on the first
of each month in monthly installments. In addition, Consultant
will be reimbursed for all traveling and living expenses while
away from the area of the City of Phoenix, State of Arizona.
Consultant agrees to submit receipts or other evidence of such
authorized expenses to Company in order to obtain reimbursement.
SECTION FIVE
OFFICE SPACE
Although this Consulting Contract is for a period of 2
years, Company will provide Consultant with suitable office space
and secretarial services on the sixth floor of Viad Tower for a
period of 5 years from the date of this Contract.
SECTION SIX
DURATION
The parties hereto contemplate that this contract will run
for two years from date hereof. At any time, Consultant may
notify Company that the Contract shall be terminated 60 days
after such notice. All consulting payments shall cease but
Consultant shall continue to have the use of the office space and
secretarial services for the full five-year term herein.
SECTION SEVEN
STATUS OF CONSULTANT
This contract calls for the performance of the services of
Consultant as an independent contractor and Consultant will not
be considered an employee of the Company for any purpose.
SECTION EIGHT
SERVICES FOR OTHERS
Inasmuch as Consultant will acquire or have access to
information that is of a highly confidential and secret nature,
it is expected that Consultant will maintain the information in a
confidential manner. Further, in consideration of the execution
of this Contract, Consultant will not become interested, directly
or indirectly, either as an employee, owner, partner, agent,
stockholder, director, officer or otherwise in a business, trade
or occupation which competes with the business of the Company or
any of its subsidiaries. This covenant not to compete shall
expire on December 31, 1998, and shall survive any early
termination under Section Six.
SECTION NINE
USE OF COMPANY AIRCRAFT
In order to provide reasonable security to Consultant and
his spouse while traveling after retirement, Consultant, subject
to Aircraft availability, may use the Company Aircraft for a
period of one year from January 1, 1997: (1) when conducting
Company business directed and approved by the CEO of the Company;
or (2) when Aircraft is scheduled for use by Company officers or
approved employees and there are passengers thereon. Consultant
shall be charged not more than the taxable income as provided by
the Internal Revenue Code or regulations promulgated thereunder
for use of Corporate Aircraft. Consultant's use of Aircraft
shall be limited to a maximum of 50 flight hours.
IN WITNESS WHEREOF, the parties have executed this agreement
at Phoenix, Arizona, the day and year first above written.
By: /s/ Xxxxxx X. Xxxxxxxx /s/ Xxxx X. Xxxxx
for VIAD Corp
