277466432 v8
Exhibit 10.2
2017 VIAD CORP OMNIBUS INCENTIVE PLAN
PERFORMANCE STOCK UNIT AGREEMENT
Performance Stock Units (“Performance Stock Units” or this “Award”) are hereby awarded by Viad Corp (“Viad” or “Corporation”), a Delaware corporation, effective [___________], 2024 (the “Grant Date”), to ______ (“Employee”) in accordance with the following terms and conditions. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Amended & Restated 2017 Viad Corp Omnibus Incentive Plan, as amended from time to time (“Plan”) or in Exhibit A hereto, as applicable.
(signature page follows)
IN WITNESS WHEREOF, the parties have caused this Performance Stock Unit Agreement to be duly executed.
Dated effective [_____]. VIAD CORP
By:
[Name]
[Title]
This Performance Stock Unit Agreement shall be effective only upon execution by Employee and delivery to and receipt by the Corporation.
ACCEPTED:
Employee
EXHIBIT A
PERFORMANCE-Vesting Terms
The Performance Stock Units awarded hereunder shall vest, if at all, based on the Corporation’s TSR (as defined below) during the Performance Period relative to the TSR of the Comparator Companies (as defined below), subject to the terms and conditions of the Plan, the Agreement and this Exhibit A. Capitalized terms not explicitly defined in this Exhibit A shall have the same meanings given to them in the Plan or the Agreement, as applicable.
Performance Level | Relative TSR | Number of Earned Performance Stock Units (% of Target Units) |
Maximum | 75th percentile or above | 200% |
Target | 55th percentile | 100% |
Threshold | 25th percentile | 50% |
| Below 25th percentile | 0% |
EXHIBIT B
RESTRICTIVE COVENANTs
(1) Restrictive Covenants. Unless a Change in Control shall have occurred after the date hereof, 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 ensure the long-term success of the business, Employee, without prior written consent of the Corporation, will not engage in certain conduct as outlined in this paragraph 1:
(a) Non-Competition. During Employee’s employment with the Corporation or any of its Affiliates, and for a period of twelve (12) months following termination of Employee’s employment with the Corporation or any of its Affiliates, Employee 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, 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 Employee, as a consequence of Employee’s employment with the Corporation or one of its Affiliates, to be in development):
(i) with respect to which Employee’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
(ii) with respect to which during that period of time Employee, as a consequence of Employee’s job performance and duties, acquired knowledge of trade secrets or other confidential information of the Corporation or its Affiliates. For purposes of the provisions of paragraph 1(a), it shall be conclusively presumed that Employee has knowledge of information he 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.
(b) Non-Solicitation of Customers. During Employee’s employment with the Corporation or any of its affiliates, and for a period of twelve (12) months following termination of Employee’s employment with the Corporation, Employee will not on behalf of any Competitor, solicit business from any Client of the Corporation that Employee serviced during Employee’s employment with the Corporation (the “Restricted Clients”). “Client” means any individual, person, business or entity that has consumed, obtained, retained and/or purchased any services or products offered or sold by the Corporation or any of its Affiliates during Employee’s employment, and any individual, person, business or entity or that has been solicited by Employee to consume, obtain, retain or purchase the services or products offered or sold by the Corporation or any of its affiliates. “Competitor” means any person or organization engaged (or about to become engaged) in research, development, marketing, selling, or servicing with respect to any product or service which is the same as, similar to, or competes with any product, process or service of the Corporation or its Affiliates (including both existing services or products as well as services or products known to Employee, as a consequence of Employee’s employment with the Corporation or one of its Affiliates, to be in development).
(c) Non-Solicitation of Employees. During Employee’s employment with the Corporation and for twelve (12) months immediately following termination of such employment for any reason, Employee will not, on behalf of himself or herself, or on behalf of any other person, firm, corporation, or entity, directly or indirectly (a) solicit for employment, or otherwise seek to employ, retain, divert or take away any of the agents, representatives or employees of the Corporation with whom Employee had contact or about whom Employee had access to information in the course of Employee’s employment with the Corporation, (b) or in any other way assist or facilitate any such employment, solicitation or retention effort.
(d) Remedies. Employee understands and agrees that the Corporation’s remedy for violation of the restrictions contained in paragraphs 1(a), 1(b) and/or 1(c) above is not limited to a requirement that Employee repay any awards granted to Employee under the Plan. Rather, in the event Employee breaches the terms of the restrictive covenants contained in paragraphs 1(a), 1(b) and/or 1(c) above, the Corporation will be entitled to seek and obtain any or all of the following remedies against Employee:
(i) Injunctive Relief. In the event that Employee breaches, or the Corporation reasonably believes that Employee is about to breach, any of the covenants of paragraphs 1(a), 1(b) and/or 1(c) above, Employee recognizes that the Corporation will suffer immediate and irreparable harm and that money damages alone will not be adequate to compensate the Corporation or its Affiliates. Accordingly, Employee agrees that the Corporation will be entitled to temporary, preliminary and/or permanent injunctive relief enforcing the terms of paragraphs 1(a), 1(b) and/or 1(c) above.
(ii) Damages. In the event that Employee breaches any of the covenants of paragraphs 1(a), 1(b) and/or 1(c) above, Employee agrees that the Corporation will be entitled to compensatory damages in an amount necessary to compensate the Corporation for any harm that is not adequately redressed or prevented by injunctive relief.
(iii) Forfeiture and Repayment. In the event Employee breaches any of the covenants of paragraphs 1(a), 1(b) and/or 1(c) above, Employee agrees and understands that the Corporation may require Employee to repay certain awards that have been granted under the Plan, as is more fully set forth in paragraph 2 below.
(2) Forfeiture and Repayment Provisions.
(a) Violations of Paragraph 1(a), 1(b) and/or 1(c).
(i) In addition to any other remedy at law or in equity, all Units subject to the restrictions imposed by Exhibit A shall be forfeited and terminated without consideration therefor, if Employee engages in any conduct agreed to be avoided pursuant to the provisions of paragraph 1(a), 2(b) and/or 3(c) at any time within twelve (12) months following the date of Employee’s termination of employment with the Corporation or any of its Affiliates.
(b) Misconduct. Unless a Change in Control shall have occurred after the date hereof:
(i) All payments (without regard to tax effects) received directly or indirectly by Employee with respect to the Performance Stock Units shall be paid by Employee to the Corporation, if the Corporation reasonably determines that during Employee’s employment with the Corporation or any of its Affiliates:
(1) Employee knowingly or grossly negligently engaged 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 Employee or of the Always Honest compliance program or similar program of the Corporation; or
(2) Employee was aware of and failed to report, as required by any code of ethics of the Corporation applicable to Employee 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 Employee or of the Always Honest compliance program or similar program of the Corporation.
(ii) Employee consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Employee to the extent of the amounts Employee owes the Corporation under this paragraph 2(c).
(c) Acts Contrary to Corporation. Unless a Change in Control shall have occurred after the date hereof, if the Corporation reasonably determines that at any point at which the Performance Stock Units remain outstanding, Employee 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 all payments (without regard to tax effects) received directly or indirectly by Employee with respect to the Performance Stock Units prior to the Corporation’s determination shall be paid by Employee to the Corporation. Employee consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Employee to the extent of the amounts Employee owes the Corporation under this paragraph 2(c).
(d) The Corporation’s reasonable determination required under paragraphs 2(b)(i) and 2(c) above shall be made by the Committee, in the case of executive officers of the Corporation, and by the Chief Executive Officer of the Corporation, in the case of all other officers and employees.