SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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|Item 5.02.|| |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Executive Officer Stock Option Grant
On August 11, 2020, the Human Resources Committee (the “Committee”) of the Board of Directors of Viad Corp (the “Company”) approved a Stock Option Grant Notice and Stock Option Agreement (together, the “Option Agreement”) under the 2017 Viad Corp Omnibus Incentive Award Plan (the “Plan”), pursuant to which the Company granted to David Barry, President of Pursuit, an option (the “Option”) to purchase 150,000 shares (the “Shares”) of the Company’s common stock upon the achievement of certain Pursuit-related EBITDA and ROIC performance milestones during the three year period from 2021 – 2023.
The Option is comprised of two tranches: the EBITDA Option and the ROIC Option. The EBITDA Option is comprised of three equal tranches of 30,000 Shares, each of which is eligible to vest and become exercisable based on the Company’s achievement of pre-established Pursuit-related EBITDA goals during each of calendar years 2021, 2022 and 2023, subject to Mr. Barry’s continued employment with the Company through the last day of each performance period. The ROIC Option will vest and become exercisable in full on December 31, 2023 if the Company achieves a pre-established return on invested capital goal with respect to Pursuit during the three-year performance period from January 1, 2021 to December 31, 2023 (the “ROIC Performance Period”), subject to Mr. Barry’s continued employment through such date.
Following a change in control of the Company, the Option will vest and become exercisable in full upon a termination of employment by the Company without cause, or by Mr. Barry for good reason.
Executive Officer Base 2021 Salary
On August 11, 2020, the Committee also approved an increase in the annual base salary for Mr. Barry to $600,000, effective January 1, 2021.
Executive Officer Restricted Stock Units Grant
On August 11, 2020, the Committee also approved a one-time grant of 77,720 restricted stock units (“RSUs”) to Mr. Barry having an aggregate dollar denominated value equal to $1,500,000. The RSUs were granted under the Plan pursuant to a Restricted Stock Units Agreement approved by the Committee on August 11, 2020. The RSUs will vest into shares of the Company’s common stock in three equal installments on each of December 31, 2021, 2022 and 2023, subject to Mr. Barry’s continued employment with the Company through such vesting dates. In addition, following a change in control of the Company, the RSUs will vest and become exercisable in full upon a termination of employment by the Company without cause, or by Mr. Barry for good reason. The other terms of the RSUs are substantially similar to those awards granted pursuant to the previously disclosed form of award agreements for executive officers under the Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|August 13, 2020||By:|
|Name:||Derek P. Linde|
|Title:||General Counsel and Corporate Secretary|