Exhibit 10.N
AGREEMENT
This Agreement ("Agreement") shall become effective April 1, 1999
("Effective Date") between Viad Corp, a Delaware corporation ("Corporation"),
and Xxxxxxx X. Xxxxxxx ("Consultant").
Whereas, Consultant will provide services to the Corporation under the
terms of this Agreement; and
Whereas, Consultant has elected to retire as an officer and employee of
the Corporation and its subsidiaries and affiliates effective March 31, 1999;
Now, therefore, Corporation and Consultant agree as follows:
1. RETENTION AS CONSULTANT. Corporation hereby retains Consultant during
the term hereof. Consultant hereby accepts such undertaking and commits his
availability to perform the consulting services herein defined. The Vice
President-Controller of the Corporation or his designee ("Contact Person")
shall be responsible for assigning work to Consultant.
2. CONSULTING SERVICES. Consultant shall perform the following services
for the Corporation ("Services"):
a) Assist with quarterly closings;
b) Assist with year-end 1999 and 2000 closings;
c) Assist as needed on Special Projects (acquisitions, dispositions,
reorganizations, etc.); and
d) Serve as the Corporation's Representative with respect to the
Corporation's investment in the Diamondbacks baseball franchise.
Contact Person shall coordinate with Consultant as to dates or times
when Services are required, it being understood that five to seven full-time
days will be required for each quarterly closing, ten to fourteen full-time
days will be required for each year-end closing, and reasonable amounts of
time will be required to provide other Services hereunder.
3. OFFICE. The Corporation, at its sole expense, shall provide reasonable
support facilities to Consultant at Viad Tower, Phoenix, Arizona, including
parking, access to and utilization of an office, and telephone and
secretarial services.
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4. TERM. The term of this Agreement shall commence April 1, 1999, for a
two-year period expiring March 31, 2001, subject to earlier termination as
provided in Section 10 ("Term").
5. COMPENSATION AND OTHER MATTERS. In consideration of the performance and
observance by Consultant of his agreements hereunder, Corporation during the
term of this Agreement shall:
a) Pay Consultant $70,000 per annum, payable pro rata on a monthly
basis in arrears;
b) Reimburse Consultant or pay directly for up to $5,000 per annum for
financial services provided to Consultant by AYCO; and
c) Provide continued coverage to Consultant under the Limited
Executive Medical Plan of the Corporation, such coverage to be
provided to Consultant at a cost equal to the COBRA premium
applicable to such coverage. Normal COBRA period for such coverage
to begin at the termination of this Agreement for the statutory
period and thereafter retiree medical premiums and coverages under
the Viad Corp Medical Plan shall apply. Equivalent coverage will be
provided in the event that COBRA is or becomes unavailable.
6. EXPENSES. Corporation shall reimburse Consultant for all reasonable,
ordinary and necessary business expenses, including business travel, incurred
by Consultant in the performance of Services hereunder, provided such
expenses are substantiated and documented as may be required by Corporation.
7. INDEPENDENT CONTRACTOR. It is the intention of the parties hereto that
Consultant shall be an independent contractor in the performance of Services
hereunder, and that nothing herein contained shall be construed to be
inconsistent with his status as an independent contractor.
Consultant hereby resigns as an officer and employee of the Corporation
effective March 31, 1999. It is understood that the fees or any other
amounts Corporation pays Consultant under this Agreement shall not be
considered salary for pension or any other purposes, and Consultant will not
be entitled to any of the other fringe and supplemental benefits of
Corporation; that Corporation shall have no liability whatsoever to
Consultant on account of this Agreement except payment of the amounts
provided for hereunder; and that Corporation shall pay no employment-related
withholding or other taxes or charges of any nature, nor be subject to
liability for any torts or other wrongs committed by Consultant.
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8. CONSULTANT SKILLS. Consultant shall devote his best efforts and skills
to the performance of Services hereunder. 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 the
Corporation in the day-to-day exercise of his expertise or the application of
his experience, or manner and methods of service; and Consultant shall comply
with all applicable governmental laws, rules and regulations with reference
to taxation and otherwise, 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 the Corporation with
respect to its contractors generally, or in accordance with general
instructions from the Corporation with respect to Consultant's assignments.
9. COVENANTS AND RESTRICTIONS. A material portion of the consideration to
Consultant provided herein is intended as consideration for the following
covenants and restrictions:
9.1 While representing Corporation, its subsidiaries and affiliates
hereunder, Consultant shall make no representation in any way detrimental
to their interests, nor shall Consultant at any time hold himself out as
an agent, officer or employee of any of them for any purpose, including
reporting to any governmental authority, excepting pursuant to special
powers that may be granted from time to time by the chief executive
officer of the Corporation.
9.2 Consultant agrees that during the Term and thereafter he will not
disclose to others any of Corporation's, its subsidiaries' or affiliates'
business information, including, without limitation, business plans or
strategies, financial information, organization, budget, marketing
expenditures, acquisitions, investigations, new products, customer or
supplier lists (including price lists) or any information or data of a
secret or confidential nature, unless and to the extent such information
becomes publicly available or he is instructed by the chief executive
officer of the Corporation to the contrary during the term of this
Agreement.
9.3 During the Term, Consultant shall not serve as an advisor, consultant,
agent or employee of any entity engaged in competition with Corporation or
any subsidiary or affiliate for which Consultant is performing or has
performed services hereunder.
10. TERMINATION. Either party may terminate this Agreement prior to the
expiration of the Term specified in Section 4 herein, for any reason or no
reason, on sixty (60) days' prior written notice of such termination.
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11. EFFECT OF TERMINATION. Upon termination of this Agreement, Corporation
shall pay Consultant the portion of any fee or other compensation earned or
accrued up to the date of termination, but shall not be obligated to pay any
fee or other compensation in respect of any period after the date of
termination.
12. NOTICES. All notices or other relevant communications to be given
hereunder shall be in writing and shall be deemed to have been effectually
given if delivered or mailed by certified, registered, express or similar
method of mail, postage prepaid, addressed as follows:
To Consultant: Xxxxxxx X. Xxxxxxx
0000 Xxxxx 00xx Xxxxx
Xxxxxxxx Xxxxxx, Xxxxxxx 00000
To Corporation: Viad Corp
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Vice President and General Counsel
or to such other person or address as either party may notify the other in
writing. The effective date of any such notice or communication shall be the
date of mailing.
13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understandings of the parties hereto with respect to the Corporation's
retention of Consultant to provide Services and supersedes any and all prior
agreements and understandings, whether oral or written, relating to such
Services. This Agreement shall not be modified or amended except by written
agreement signed by Consultant and by a duly authorized officer of
Corporation.
14. PARTIAL INVALIDITY. The invalidity, by statute, court decision or
otherwise, of any term or condition of this Agreement shall not affect the
validity or enforceability or any other term or condition hereof.
15. ASSIGNS. This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of Corporation, whether by merger,
consolidation, sale of shares or assets or operation of law, but shall not be
assignable by Consultant.
16. OTHER MATTERS. This Agreement is entered into between Corporation and
Consultant in connection with the retirement of Consultant as an officer and
employee of the Corporation. Notwithstanding anything to the contrary
herein, it is agreed with respect to such retirement as follows:
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a) RETIREMENT. Consultant shall retire as an officer and employee of
the Corporation and its subsidiaries and affiliates effective March
31, 1999.
b) VACATION PAY. Consultant shall be entitled to vacation pay earned
in 1998 for 1999 (five weeks) plus vacation pay earned in 1999
through the date of Consultant's retirement (one quarter of five
weeks) in accordance with normal policy of the Corporation, less
excess vacation days taken in 1998 and any vacation days taken in
1999.
c) PENSION. Consultant shall receive his qualified pension benefit
under the Viad Corp Retirement Income Plan. No additions,
reductions, offsets or withholdings shall be made with respect to
the Supplemental Pension Trust applicable to Consultant.
d) DISCLOSURE. The retirement of Consultant as an officer and
employee of the Corporation shall be announced internally on or about
December 15, 1998. No press release or other public announcement of
Consultant's retirement shall be made without the written consent of
Consultant and Corporation.
By their signatures below, the parties hereto evidence their complete
agreement as of December 4, 1998, to all the terms and conditions hereof.
Signed this 4th day of December, 1998.
VIAD CORP CONSULTANT
/s/ Xxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxxx
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Vice President and General Counsel
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