EXHIBIT 10.C1
VIAD CORP
1997 OMNIBUS INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
AS AMENDED FEBRUARY 19, 2004
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Viad Corp (Corporation), a Delaware corporation, grants to ___________
(Grantee) the option (Option) to purchase from the Corporation, pursuant to the
Viad Corp 1997 Omnibus Incentive Plan (Plan), at the price of $_________ per
share (Option Price) _____ Shares of its Common Stock, par value $1.50 (Common
Stock) through the exercise of this Option in accordance with the terms and
conditions hereinafter set forth.
1. OPTION PERIOD AND TERMINATION OF EMPLOYMENT OF GRANTEE. The period
during which this Option may be exercised (Option Period) is the period
beginning on the date hereof and ending seven (7) years from such date, subject
to Section 2 below, and during this period this Option may be exercised only by
the Grantee personally and while an employee of the Corporation or a subsidiary
or division thereof (Affiliate), except that:
(a) If the Grantee ceases to be an employee of the Corporation or
any Affiliate of the Corporation for any reason, excluding death, disability,
retirement and termination of employment for Cause (as defined in the Plan), the
option rights hereunder (as they exist on the day the Grantee ceases to be such
an employee) may be exercised only within a period of three (3) months
thereafter, subject to the notice requirements and forfeiture provisions set
forth below, or prior to the expiration of the Option Period, whichever shall
occur sooner. If the employment of the Grantee is terminated for Cause, all the
option rights hereunder shall expire immediately upon the giving to the Grantee
of notice of such termination.
(b) If the Grantee ceases to be an employee of the Corporation or
any Affiliate of the Corporation due to disability or death, or dies within the
three month or five year periods referred to in Sections (a) and (c) of this
Section 1, the option rights hereunder (as they exist immediately prior to the
Grantee's death) may be exercised by the Grantee or by the Grantee's personal
representative only during a period of twelve (12) months thereafter in the case
of death and only during a period of three (3) years thereafter in the case of
disability, provided, if the Grantee dies within such three-year period, any
unexercised option held by the Grantee will, notwithstanding the expiration of
such three-year period, continue to be exercisable to the extent to which it was
exercisable at the time of death for a period of twelve (12) months from the
date of such death, subject in each case to the notice requirements set forth
below, or prior in each case to the expiration of the Option Period, whichever
shall occur sooner.
(c) If the Grantee ceases to be an employee of the Corporation or
any Affiliate of the Corporation by reason of retirement, the option rights
hereunder (as they exist on the day the Grantee ceases to be such an employee)
may be exercised only within a period of five (5) years thereafter, subject to
Section 1(d) and Section 2(c) below and further subject to the notice
requirements and non-compete and forfeiture provisions set forth below, or prior
to the expiration of the Option Period, whichever shall occur sooner, and in
every case subject to Section 5(h) of the Plan.
(d) If this Option is exercised after the expiration of the exercise
periods that apply for purposes of Section 422 of the Code, it will thereafter
be treated as a Nonqualified Stock Option.
2. METHOD OF EXERCISE OF THIS OPTION. This Option may be exercised in the
manner hereinafter prescribed, in whole or in part, at any time or from time to
time, during the Option Period as follows.
(a) 20% of the Shares hereby optioned at any time after one year
from the date hereof,
(b) 20% of the Shares hereby optioned at any time two years from the
date hereof,
(c) 20% of the Shares hereby optioned at any time three years from
the date hereof,
(d) 20% of the Shares hereby optioned at any time four years from
the date hereof, and
(e) the balance of the Shares hereby optioned at any time after five
years from the date hereof, provided that 100 Shares, or the total number of
Shares remaining unpurchased hereunder, if less than 100 Shares, is the minimum
number which may be purchased hereunder at any one time. This Option shall not
be
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exercisable prior to the expiration of one year from the date of grant, except
as otherwise specified in the Plan. All purchases hereunder must be completed
within the time periods prescribed herein for the exercise thereof.
(f) Notwithstanding Sections (a), (b), (c), (d) and (e) of this
Section 2 if the Grantee ceases to be an employee of the Corporation by reason
of death, disability or retirement, this Option (to the extent valid and
outstanding as of the date such Grantee ceases to be an employee) if not then
exercisable shall become fully exercisable to the full extent of the original
grant; provided, however, that if such date such Grantee ceases to be an
employee is within six months of the date of grant of a particular Stock Option
held by a Grantee who is an officer or director of the Corporation and is
subject to Section 16(b) of the Exchange Act this Option shall not become fully
exercisable until six months and one day after such date of grant.
On or before the expiration of the Option Period specified herein,
written notice of the exercise of this Option with respect to all or a part of
the Common Stock hereby optioned may be mailed or delivered to the Corporation
by the Grantee in substantially the form attached hereto or in such other form
as the Corporation may require, properly completed and among other things
stating the number of Shares of Common Stock with respect to which the Option is
being exercised, and specifying the method of payment for such Common Stock. The
notice must be mailed or delivered prior to the expiration of this Option.
Before any stock certificates shall be issued, the entire purchase
price of the Common Stock purchased shall be paid to the Corporation.
Certificates, registered in the name of the purchaser for the Common Stock
purchased, will be issued to the purchaser as soon as practicable thereafter.
Failure to pay the purchase price for any Common Stock within the time specified
in said notice shall result in forfeiture of the Grantee's right to purchase the
Common Stock at a later date and the number of Shares of Common Stock which may
thereafter be purchased hereunder shall be reduced accordingly.
The purchase price may be paid either entirely in cash or in whole
or in part with unrestricted Common Stock already owned by the Grantee. If the
Grantee elects to pay the purchase price entirely in cash, he will be notified
of the purchase price by the Corporation. If the Grantee elects to pay the
purchase price either substantially all with Common Stock or partly with Common
Stock and the balance in cash, he will be notified by the Corporation of the
fair market value of the Common Stock on the exercise date and the amount of
Common Stock or cash payable. Within five business days after the exercise date,
the Grantee shall deliver to the Corporation either cash or Common Stock
certificates, in negotiable form, at least equal in value to the purchase price,
or that portion thereof to be paid for with Common Stock, together with cash
sufficient to pay the full purchase price. Only full Shares of Common Stock
shall be utilized for payment purposes.
3. FORFEITURE AND REPAYMENT PROVISIONS.
(a) CERTIFICATION. The right to exercise this Option shall be
conditional upon certification by the Grantee at time of exercise that the
Grantee has read and understands the forfeiture and repayment provisions set
forth in this Section 3, that the Grantee has not engaged in any misconduct or
acts contrary to the Corporation as described below, and that Grantee has no
intent to leave employment with the Corporation or any of its Affiliates for the
purpose of engaging in any activity or providing any services which are contrary
to the spirit and intent of Section 3(b).
(b) NON-COMPETE. Unless a Change of Control (as defined in the Plan)
shall have occurred after the date hereof:
(i) In order to better protect the goodwill of the Corporation
and its Affiliates and to prevent the disclosure of the Corporation's or its
Affiliates' trade secrets and confidential information and thereby help insure
the long-term success of the business, the Grantee, without prior written
consent of the Corporation, will not engage in any activity or provide any
services, whether as a director, manager, supervisor, employee, adviser, agent,
consultant, owner of more than five (5) percent of any enterprise or otherwise,
for a period of two (2) years following the date of the Grantee's termination of
employment with the Corporation or any of its Affiliates, in connection with the
manufacture, development, advertising, promotion, design, or sale of any service
or product which is the same as or similar to or competitive with any services
or products of the Corporation or its Affiliates (including both existing
services or products as well as services or products known to the Grantee, as a
consequence of the Grantee's employment with the Corporation or one of its
Affiliates, to be in development):
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(1) with respect to which the Grantee's work has been
directly concerned at any time during the two (2) years preceding termination of
employment with the Corporation or one of its Affiliates, or
(2) with respect to which during that period of time the
Grantee, as a consequence of the Grantee's job performance and duties, acquired
knowledge of trade secrets or other confidential information of the Corporation
or its Affiliates.
(ii) For purposes of the provisions of Section 3(b), it shall
be conclusively presumed that the Grantee has knowledge of information he or she
was directly exposed to through actual receipt or review of memos or documents
containing such information, or through actual attendance at meetings at which
such information was discussed or disclosed.
(iii) The Corporation is authorized to suspend or terminate
this Option and any other outstanding stock option or stock appreciation right
held by the Grantee prior to or after termination of employment if the Grantee
engages in any conduct agreed to be avoided pursuant to the provisions of
Section 3(b) at any time within the two (2) years following the date of the
Grantee's termination of employment with the Corporation or any of its
Affiliates.
(iv) If, at any time within two (2) years after the date of
the Grantee's termination of employment with the Corporation or any of its
Affiliates, Grantee engages in any conduct agreed to be avoided pursuant to the
provisions of Section 3(b), then any gain (without regard to tax effects)
realized by Grantee from the exercise of this Option, in whole or in part, shall
be paid by Grantee to the Corporation. Grantee consents to the deduction from
any amounts the Corporation or any of its Affiliates owes to Grantee to the
extent of the amounts Grantee owes the Corporation hereunder.
(c) MISCONDUCT. Unless a Change of Control shall have occurred after
the date hereof:
(i) The Corporation is authorized to suspend or terminate this
Option and any other outstanding stock option or stock appreciation right held
by the Grantee prior to or after termination of employment if the Corporation
reasonably determines that during the Grantee's employment with the Corporation
or any of its Affiliates:
(1) Grantee knowingly participated in misconduct that
causes a misstatement of the financial statements of Viad or any of
its Affiliates or misconduct which represents a material violation
of any code of ethics of the Corporation applicable to the Grantee
or of the Always Honest compliance program or similar program of the
Corporation; or
(2) Grantee was aware of and failed to report, as
required by any code of ethics of the Corporation applicable to the
Grantee or by the Always Honest compliance program or similar
program of the Corporation, misconduct that causes a misstatement of
the financial statements of Viad or any of its Affiliates or
misconduct which represents a material knowing violation of any code
of ethics of the Corporation applicable to the Grantee or of the
Always Honest compliance program or similar program of the
Corporation.
(ii) If, at any time after the Grantee exercises this Option
in whole or in part, the Corporation reasonably determines that the provisions
of Section 3(c) apply to the Grantee, then any gain (without regard to tax
effects) realized by the Grantee from such exercise shall be paid by Grantee to
the Corporation. The Grantee consents to the deduction from any amounts the
Corporation or any of its Affiliates owes to the Grantee to the extent of the
amounts the Grantee owes the Corporation under this paragraph 3.
(d) ACTS CONTRARY TO CORPORATION. Unless a Change of Control shall
have occurred after the date hereof:
(i) The Corporation is authorized to suspend or terminate this
Option and any other outstanding stock option or stock appreciation right held
by the Grantee prior to or after termination of employment if the Corporation
reasonably determines that Grantee has acted significantly contrary to the best
interests of the Corporation, including, but not limited to, any direct or
indirect intentional disparagement of the Corporation.
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(ii) If, at any time within two (2) years after the Grantee
exercises this Option in whole or in part, the Corporation reasonably determines
that Grantee has acted significantly contrary to the best interests of the
Corporation, including, but not limited to, any direct or indirect intentional
disparagement of the Corporation, then any gain (without regard to tax effects)
realized by the Grantee from such exercise shall be paid by Grantee to the
Corporation. The Grantee consents to the deduction from any amounts the
Corporation or any of its Affiliates owes to the Grantee to the extent of the
amounts the Grantee owes the Corporation under this Section 3.
(e) The Corporation's reasonable determination required under
Sections 3(c)(i) and (ii) and 3(d)(i) and (ii) shall be made by the Human
Resources Committee of the Corporation's Board of Directors, in the case of
executive officers of the Corporation, and by the Chief Executive Officer and
Corporate Compliance Officer of the Corporation, in the case of all other
officers and employees.
4. NON-TRANSFERABILITY OF THIS OPTION. This Option may not be assigned,
encumbered or transferred, in whole or in part, except by the Grantee's will or
in accordance with the applicable laws of descent and distribution or as
otherwise provided under the Plan.
5. LIMIT ON GRANT. The aggregate fair market value (determined as of the
time the Option is granted) of Common Stock for which any Grantee may be granted
one or more Incentive Stock Options first exercisable in this year or in any
calendar year thereafter shall not exceed $100,000.
6. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION OF CORPORATION. The Common
Stock covered by this Option is, at the option of the Corporation, either
authorized but unissued or reacquired Common Stock. In the event of any merger,
reorganization, consolidation, recapitalization, stock dividend, stock split,
extraordinary distribution with respect to the Common Stock or other change in
corporate structure affecting the Common Stock, during the Option Period, the
number of Shares of Common Stock which may thereafter be purchased pursuant to
this Option and the purchase price per share, shall be appropriately adjusted,
or other appropriate substitutions shall be made, and the determination of the
Board of Directors of the Corporation, or the Human Resources Committee of the
Board of Directors (Committee), as the case may be, as to any such adjustments
shall be final, conclusive and binding upon the Grantee.
7. NOTICE OF SALE. The Grantee or any person to whom the Option or the
Shares shall have been transferred by will or by the laws of descent and
distribution or as otherwise provided under the Plan promptly shall give notice
to the Corporation in the event of the sale or other disposition of Shares
within two (2) years from the date of grant of such Option or within one year
after the transfer of the Shares to Grantee. Such notice shall specify the
number of Shares sold or otherwise disposed of, the date of disposition and the
total proceeds received, and be directed to the Tax Department, Viad Corp, Viad
Tower, Phoenix, Arizona 85077.
8. EFFECT OF CHANGE IN CONTROL. (a) In the event of a Change in Control
(as defined in the Plan), this Option (to the extent outstanding as of the date
such Change in Control is determined to have occurred) if not then exercisable
and vested shall become fully exercisable and vested to the full extent of the
original grant.
(b) Notwithstanding any other provision of the Plan, during the
60-day period from and after a Change in Control (the "Exercise Period"), the
Grantee shall have the right, whether or not this Option is fully exercisable
and in lieu of the payment of the exercise price for the Shares of Common Stock
being purchased under the Option and by giving notice to the Corporation, to
elect (within the Exercise Period) to surrender all or part of the Option to the
Corporation and to receive cash, within 30 days of such notice, in an amount
equal to the amount by which the Change in Control Price (as defined in the
Plan) per share of Common Stock on the date of such election shall exceed the
exercise price per share of Common Stock under the Option (the "Spread")
multiplied by the number of Shares of Common Stock granted under the Option as
to which the right granted hereunder shall have been exercised; provided,
however, that if the Change in Control is within six months of the date of grant
of a particular Option held by a Grantee who is an officer or director of the
Corporation and is subject to Section 16(b) of the Securities Exchange Act of
1934 no such election shall be made by such Grantee with respect to such Option
prior to six months from the date of grant. Notwithstanding any other provision
hereof, if the end of such 60-day period from and after a Change in Control is
within six months of the date of grant of an Option held by a Grantee who is an
officer or director of the Corporation and is subject to Section 16(b), such
Option shall be canceled in exchange for a cash payment to the Grantee, effected
on the day which is six months and one day after the date of grant of such
Option, equal to the Spread multiplied by the number of Shares of Common Stock
granted under the Option.
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9. PLAN AND PLAN INTERPRETATIONS AS CONTROLLING. This Option and the terms
and conditions herein set forth are subject in all respects to the terms and
conditions of the Plan, which are controlling. The Plan provides that the Board
may amend the Plan, and that the Committee may interpret it and establish
regulations for the administration thereof; provided that no such amendment or
regulation shall impair the rights of any Grantee under an Option without the
Grantee's consent, except an amendment for purposes of compliance with the
federal securities laws. The Grantee, by acceptance of this Option, agrees to be
bound by said Plan and such Board and Committee actions.
10. TERMINATION OF THE PLAN; NO RIGHT TO FUTURE GRANTS. By entering into
this Option Agreement, the Grantee acknowledges: (a) that the Plan is
discretionary in nature and may be suspended or terminated by the Corporation at
any time; (b) that each grant of an Option is a one-time benefit which does not
create any contractual or other right to receive future grants of Options, or
benefits in lieu of Options; (c) that all determinations with respect to any
such future grants, including, but not limited to, the times when the Option
shall be granted, the number of Shares subject to each Option, the Option price,
and the time or times when each Option shall be exercisable, will be at the sole
discretion of the Corporation; (d) that the Grantee's participation in the Plan
shall not create a right to further employment with the Grantee's employer and
shall not interfere with the ability of the Grantee's employer to terminate the
Grantee's employment relationship at any time with or without cause; (e) that
the Grantee's participation in the Plan is voluntary; (f) that the value of the
Options is an extraordinary item of compensation which is outside the scope of
the Grantee's employment contract, if any; (g) that the Option is not part of
normal and expected compensation for purposes of calculating any severance,
resignation, bonuses, pension or retirement benefits or similar payments; (h)
that the right to purchase Common Stock ceases upon termination of employment
for any reason except as may otherwise be explicitly provided in the Plan or
this Option Agreement; (i) that the future value of the Shares is unknown and
cannot be predicted with certainty; (j) that if the underlying Shares do not
increase in value, the Option will have no value; and (k) the foregoing terms
and conditions apply in full with respect to any prior Option grants to Grantee.
11. GOVERNING LAW. This agreement is governed by and is to be construed
and enforced in accordance with the laws of Arizona.
This Option may not be exercised whenever such exercise or the
issuance of any of the optioned Shares would be contrary to law or the
regulations of any governmental authority having jurisdiction.
IN WITNESS WHEREOF, VIAD CORP has caused this Option to be duly
executed in its name.
Dated: ______________, 2004
VIAD CORP
________________________________
By: XXXXXX X. XXXXXXXX
ATTEST: Chairman, President and
Chief Executive Officer
______________________________________
Secretary or Assistant Secretary
THIS INCENTIVE STOCK OPTION AGREEMENT SHALL BE EFFECTIVE ONLY UPON EXECUTION BY
THE GRANTEE AND DELIVERY TO AND RECEIPT BY THE CORPORATION.
ACCEPTED AND AGREED:
______________________________________
Grantee
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