VIAD CORP
EX-10.A
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<TYPE>EX-10.A
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<FILENAME>p66520ex10-a.txt
<DESCRIPTION>EX-10.A
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                                                                    EXHIBIT 10.A

                                    VIAD CORP

                            MANAGEMENT INCENTIVE PLAN

              PURSUANT TO THE 1997 VIAD CORP OMNIBUS INCENTIVE PLAN

                            AS AMENDED MARCH 26, 2002

I.       PURPOSE:

         The purpose of the Viad Corp Management Incentive Plan (Plan) is to
         provide key executives of Viad Corp (Viad) and its subsidiaries with an
         incentive to achieve goals as set forth under this Plan for each
         calendar year (Plan Year) for their respective companies and to provide
         effective management and leadership to that end.

II.      PHILOSOPHY:

         The Plan will provide key executives incentive bonuses based upon
         appropriately weighted pre-defined income and other performance
         measurements.

III.     SUBSIDIARIES, SUBSIDIARY GROUPS AND DIVISIONS:

         A.       Each subsidiary, subsidiary group, line of business or
                  division listed below is a "Company" for the purposes of this
                  Plan:

         Name of Company

         Brewster Transport Company Limited/Brewster Tours group
         Exhibitgroup/Giltspur group
         GES Exposition Services, Inc. group
         Glacier Park, Inc.
         Travelers Express Company, Inc. group

         Viad may, by action of its Board of Directors or its Human Resources
         Committee, add or remove business units on the list of participant
         companies from time to time.
<PAGE>
         B.       FUNDING LIMIT:

                  A "funding limit" shall be established annually for each
                  Company participant who has been designated an Executive
                  Officer as defined under Section 16(b) of the Securities
                  Exchange Act. The funding limit shall be an amount determined
                  by multiplying the actual net income of the Company for the
                  Plan Year by the percent of such income approved by the Human
                  Resources Committee of the Viad Corp Board of Directors
                  (Committee) for such funding limit. The subsidiary executive
                  cannot be paid a larger bonus than the funding limit provided
                  by this clause, but may be paid less in the discretion of the
                  Committee based on the Performance Goals set forth below and
                  other such factors which the Committee may consider.

         C.       PERFORMANCE GOALS:

                  1.  OPERATING OR PRE-TAX INCOME (as calculated for external
                      reporting purposes):

                      An appropriate "operating income" or "pre-tax income"
                      target for the plan year for each Company will be
                      recommended by the Chief Executive Officer of Viad to the
                      Committee for approval taking into account overall
                      corporate objectives, historical income and Plan Year
                      financial plan income (on the same basis as determined
                      below) and, if appropriate, other circumstances.

                      Operating or pre-tax income to be used in calculating the
                      bonus pool of each Company shall mean operating income
                      before minority interest, interest expense and taxes,
                      after deduction of corporate overheard, or pre-tax income
                      after minority interest, in each case adjusted to
                      appropriately exclude the effects of gains and losses from
                      the sale or other disposition of capital assets other than
                      vehicles. In addition, an adjustment to actual operating
                      or pre-tax income will be made for any increase or
                      decrease in cost to a subsidiary in connection with a
                      change in the actual formula allocation of corporate
                      overhead over amounts included in the Plan for the year.
<PAGE>
                      Special treatment of any other significant unusual or
                      non-recurring items (for purposes of determining actual or
                      target operating or pre-tax income) arising after a
                      Company's targets are set may be recommended by the Chief
                      Executive Officer of Viad to the Committee for approval,
                      including, for example, appropriate adjustment of
                      operating or pre-tax income target or actuals to reflect
                      planned effects of an acquisition approved after target
                      has been set. Other examples include unusual items or
                      effects of a change in accounting principle.

                      Incentives to be paid under this Plan must be deducted
                      from the subsidiary corporation's earnings by the end of
                      the year. Goals must be achieved after deducting from
                      actual results all incentive compensation applicable to
                      the year, including those incentives earned under this
                      Plan.

                  2.  Value Added Measurement:

                      An appropriate "Value Added" target for the plan year for
                      certain companies will be recommended by the Chief
                      Executive Officer of Viad Corp to the Committee for
                      approval. This measurement is intended to place increased
                      emphasis on securing an adequate return to Viad on all
                      capital employed in the business. Viad Value Added (VVA)
                      compares net operating income to the return required on
                      capital invested in the business.

                      In calculating the bonus pool of each applicable Company,
                      VVA shall mean Net Operating Profit After Taxes (NOPAT is
                      defined as sales minus operating expenses minus taxes)
                      minus a Capital Charge calculated by multiplying a Cost of
                      Capital times the actual Capital (Capital is defined as
                      total assets less current and other liabilities exclusive
                      of debt). Certain adjustments are necessary to determine
                      NOPAT and Capital.

                  3.  CASH FLOW:

                      An appropriate "Cash Flow" target for the plan year for
                      certain companies will be recommended by the Chief
                      Executive Officer of Viad Corp to the Committee for
                      approval. This measurement is intended to place increased
                      emphasis on delivering available cash to Viad.

                      Free Cash Flow is defined as net income plus depreciation
                      and amortization less capital expenditures, plus the
                      change in working capital plus minority interest
                      income/loss plus the change in other operating activities
                      (i.e., change in long-term assets/liabilities, settlement
                      of lawsuits, etc.).
<PAGE>
                  4.  OTHER PERFORMANCE MEASUREMENTS:

                      An appropriate number of performance measurements other
                      than operating or pre-tax income, VVA, and cash flow will
                      be established for each Company, to place increased
                      emphasis on areas of importance to achieving overall
                      corporate objectives, with the Chief Executive Officer of
                      Viad to recommend to the Committee the measures to be used
                      and, at the end of the year, the level of achievement
                      against each.

                  5.  REVENUE:

                      The bonus pool earned will be subject to a further
                      calculation whereby the total bonus pool otherwise
                      accruable will be adjusted by 95% (threshold) up to 105%
                      (maximum), depending on the achievement against the
                      revenue target.

                  6.  ESTABLISHING TARGETS:

                      The targets for revenue, operating or pre-tax income, VVA,
                      cash flow and for the categories of discretionary
                      performance measurements to be employed will be
                      established by the Committee no later than 90 days after
                      the beginning of the Plan Year after receiving the
                      recommendations of the Chief Executive Officer of Viad
                      Corp.

         D.       PARTICIPANT ELIGIBILITY:

                  The Committee will select the Executive Officers as defined
                  under Section 16(b) of the Securities Exchange Act eligible
                  for participation no later than 90 days after the beginning of
                  the Plan Year. Other personnel will be eligible for
                  participation as designated by each Company President or Chief
                  Executive Officer and recommended to the Chief Executive
                  Officer of Viad Corp for approval, limited only to those
                  executives who occupy a position in which they can
                  significantly affect operating results as pre-defined by
                  appropriate and consistent criteria, i.e., base salary not
                  less than $49,000 per year, or base salary not less than 50%
                  of the Company's Chief Executive Officer, or position not more
                  than the third organizational level below the Company Chief
                  Executive Officer or another applicable criteria.

                  NOTE: Individuals not qualifying under the criteria
                  established for the Plan Year who were included in the
                  previous year will be grandfathered (continue as qualified
                  participants until retirement, reassignment, or termination of
                  employment) if designated by the Company President or Chief
                  Executive Officer, and approved by the Chief Executive Officer
                  of Viad Corp.
<PAGE>
         E.       TARGET BONUSES:

                  Target bonuses will be approved by the Committee for each
                  Executive Officer in writing within the following parameters
                  no later than 90 days after the beginning of the Plan Year and
                  will be expressed as a percentage of salary paid during the
                  year. Target bonuses for other eligible personnel will be
                  established in writing within the following parameters subject
                  to approval by the Chief Executive Officer of Viad Corp.

                  Actual bonus awards will be dependent on Company performance
                  versus the targets established. A threshold performance will
                  be required before any bonus award is earned under the net
                  income goal. Awards will also be capped when stretch
                  performance levels are achieved.

<TABLE>
<CAPTION>
                                                              As a Percentage of Salary
         Subsidiary Positions*                          Threshold**      Target         Cap
         ---------------------                          -----------      ------         ---
<S>                                                     <C>              <C>            <C>

Chief Executive Officer/President                          25.0%           50%          89.25%
                                                           22.5%           45%          80.325%
                                                           20.0%           40%          71.4%

Executive Vice President-Senior Vice President,            20.0%           40%          71.4%
and Other Operating Executives

Vice Presidents                                            17.5%           35%          62.475%
                                                           15.0%           30%          53.55%

Key Management Reporting to Officers                       12.5%           25%          44.625%
                                                           10.0%           20%          35.7%

Staff Professionals                                         7.5%           15%          26.775%
                                                            5.0%           10%          17.85%
</TABLE>

*        Target Bonus, as determined by the Committee, is dependent upon
         organization reporting relationships.

**       Reflects minimum achievement of all performance targets. Threshold
         could be lower if minimum achievement of only one performance target is
         met.

         F.       BONUS POOL TARGET:

                  1.  The "Bonus Pool Target" will be initially established no
                      later than 90 days after the beginning of the Plan Year
                      and will be adjusted to equal the sum of the target
                      bonuses of all designated participants in each Company
                      based upon actual Plan Year salaries, as outlined in
                      paragraph D above, plus 15% for Special Achievement
                      Awards.
<PAGE>
                  2.  The bonus pool will accrue in accordance with the Bonus
                      Pool Accrual Formula recommended by the Chief Executive
                      Officer of Viad Corp and approved by the Committee.

                  3.  Bonus pool accruals not paid out shall not be carried
                      forward to any succeeding year.

         G.       INDIVIDUAL BONUS AWARDS:

                  1.  Indicated bonus awards will be equal to the product of the
                      target bonus percentage times the weighted average
                      percentage of bonus pool accrued as determined in
                      paragraph F above times the individual's actual base
                      salary earnings during the Plan Year, subject to
                      adjustments as follows:

                      a)   discretionary upwards or downward adjustment of
                           formula bonus awards by the Committee after
                           considering the recommendation of the Company
                           President or Chief Executive Officer with the
                           approval of the Chief Executive Officer of Viad Corp
                           for those executives not affected by Section 162(m)
                           of the Internal Revenue Code, and

                      b)   discretionary downward adjustment of awards by the
                           Committee for those Executive Officers affected by
                           Section 162(m) of the Internal Revenue Code, and

                      c)   no individual award may exceed the individual's
                           capped target award or the funding limit with respect
                           to Executive Officers, and the aggregate recommended
                           bonuses may not exceed the bonus pool accrued for
                           other than Special Achievement Awards.

                  2.  Bonuses awarded to the participating management staff of
                      subsidiary groups may be paid from funds accrued based
                      upon the target bonus for such participant(s) times the
                      weighted average performance of the Companies in the
                      subsidiary group, subject to adjustments as above.
<PAGE>
IV.      VIAD CORP CORPORATE STAFF:

         A.       FUNDING LIMIT:

                  A "funding limit" shall be established annually for each
                  Corporate participant who has been designated an Executive
                  Officer as defined under Section 16(b) of the Securities
                  Exchange Act. The funding limit will be an amount determined
                  by multiplying the actual net income from continuing
                  operations of Viad (as used in the income per share
                  calculation described herein) for the Plan Year by the percent
                  of such income approved by the Committee for such funding
                  limit. The executive cannot be paid a larger bonus than the
                  funding limit provided by this clause, but may be paid less in
                  the discretion of the Committee based on the Performance Goals
                  set forth below and such other factors which the Committee may
                  consider.

         B.       PERFORMANCE GOALS:

                  1.  INCOME PER SHARE:

                      An appropriate "income per share" from continuing
                      operations target for Viad Corp will be recommended by the
                      Chief Executive Officer of Viad Corp to the Committee for
                      approval after considering historical income per share
                      from continuing operations, Plan Year financial plan
                      income, overall corporate objectives, and, if appropriate,
                      other circumstances.

                      Income per share from continuing operations is determined
                      before unusual or extraordinary items, effects of changes
                      in accounting principles or a change in federal income tax
                      rates after the target has been set. Reclassification of a
                      major business unit to discontinued operations status
                      after targets have been set would also require adjustment
                      because of the effect on continuing operations results.
                      While gains on disposition of a business would normally
                      not be included in determining actual Plan Year net income
                      or income per share, in the event of the sale of a
                      subsidiary or major business unit, a portion of gain would
                      be included equal to the difference between the sold
                      unit's planned net income for the year and actual results
                      to date of sale plus calculated interest savings on
                      proceeds for the balance of the year, so that actual
                      results are not penalized for selling a business.

                      Incentives to be paid under this Plan must be deducted
                      from Viad's earnings by the end of the year. Goals must be
                      achieved after deducting from actual results all incentive
                      compensation applicable to the year, including those
                      incentives earned under this Plan.
<PAGE>
                  2.  VALUE ADDED MEASUREMENT:

                      An appropriate "Value Added" target for the plan year for
                      Corporate will be recommended by the Chief Executive
                      Officer of Viad for approval by the Human Resources
                      Committee. This measurement is intended to place increased
                      emphasis on securing an adequate return to Viad on all
                      capital employed in the business. Viad Value Added (VVA)
                      compares operating income to the return required on
                      capital invested in the business.

                      In calculating the bonus pool for Corporate, VVA shall
                      mean Net Operating Profit After Taxes (NOPAT is defined as
                      sales minus operating expenses minus taxes) minus a
                      Capital Charge calculated by multiplying a Cost of Capital
                      times the actual Capital (Capital is defined as total
                      assets less current and other liabilities exclusive of
                      debt). Certain adjustments are necessary to determine
                      NOPAT and Capital.

                  3.  OTHER PERFORMANCE MEASUREMENTS:

                      An appropriate number of performance measurements other
                      than income per share will be established for Corporate,
                      with the Chief Executive Officer of Viad to recommend to
                      the Committee the level of achievement against each of the
                      measures.

                  4.   REVENUE:

                      The bonus pool earned will be subject to a further
                      calculation whereby the total bonus pool otherwise
                      accruable will be adjusted by 95% (threshold) up to 105%
                      (maximum) depending on the achievement against the revenue
                      target.

                  5.  ESTABLISHING TARGETS:

                      The actual targets for revenue, income per share, VVA and
                      for the performance measurements to be used will be
                      established by the Committee no later than 90 days after
                      the beginning of the Plan Year after receiving the
                      recommendations of the Chief Executive Officer of Viad
                      Corp.
<PAGE>
         C.       PARTICIPANT ELIGIBILITY:

                  The Committee will select the Executive Officers as defined
                  under Section 16(b) of the Securities Exchange Act eligible
                  for participation no later than 90 days after the beginning of
                  the Plan Year. Other personnel will be eligible for
                  participation as recommended by the appropriate staff Vice
                  President and as approved by the Chief Executive Officer of
                  Viad Corp, limited only to those executives who occupy a
                  position in which they can significantly affect operating
                  results as defined by the following criteria:

                      a)   Salary grade 25 and above; and

                      b)   Not more than Organizational Level Four below the
                           Chief Executive Officer.

                  NOTE: Individuals not qualifying under the criteria
                  established for the Plan Year who were included in the
                  previous year will be grandfathered (continue as qualified
                  participants until retirement, reassignment, or termination of
                  employment) if designated by the appropriate Vice President
                  and approved by the Chief Executive Officer of Viad Corp.

         D.       TARGET BONUSES:

                  Target bonuses will be approved by the Committee for each
                  Executive Officer in writing within the following parameters
                  no later than 90 days after the beginning of the Plan Year and
                  will be expressed as a percentage of salary. Target bonuses
                  for other eligible personnel will be established in writing
                  within the following parameters subject to approval by the
                  Chief Executive Officer of Viad Corp.

                  Actual bonus awards will be dependent on Company performance
                  versus the targets established. A threshold performance will
                  be required before any bonus award is earned under the income
                  per share goal. Awards also will be capped when stretch
                  performance levels are achieved.
<PAGE>
<TABLE>
<CAPTION>
                                                              As a Percentage of Salary
               Corporate Positions                      Threshold**      Target         Cap
               -------------------                      -----------      ------         ---
<S>                                                     <C>              <C>           <C>

Chairman, President & Chief Executive Officer              37.5%           75%         137.8%


Senior Advisory Group                                      25.0%           50%          89.25%
                                                           22.5%           45%          80.325%

Corporate Staff Officers                                   20.0%           40%          71.4%

Staff Directors*                                           17.5%           35%          62.475%
                                                           15.0%           30%          53.55%
                                                           12.5%           25%          44.625%
                                                           10.0%           20%          35.7%

Staff Professionals*                                        7.5%           15%          26.775%
                                                            5.0%           10%          17.85%
</TABLE>

*        Target Bonus, as determined by the Committee, is dependent upon
         organization reporting relationships.

**       Reflects minimum of achievement of all performance targets. Threshold
         could be lower if minimum achievement of only one performance target is
         met.

         E.       BONUS POOL TARGET:

                  1.  The "Bonus Pool Target" will be established no later than
                      90 days after the beginning of the Plan Year and will be
                      adjusted to equal the sum of the target bonuses of all
                      qualified participants based upon actual Plan Year base
                      salaries, as outlined in paragraph C above, plus 15% for
                      Special Achievement Awards.

                  2.  The bonus pool will accrue in accordance with the Bonus
                      Pool Accrual Formula recommended by the Chief Executive
                      Officer of Viad Corp and approved by the Committee.

                  3.  Bonus pool accruals not paid out shall not be carried
                      forward to any succeeding year.

         F.       INDIVIDUAL BONUS AWARDS:

                  Indicated bonus awards will be equal to the product of the
                  target bonus percentage times the weighted average percentage
                  of bonus pool accrued as determined in paragraph D above times
                  the individual's actual Plan Year base salary earnings,
                  subject to adjustments as follows:

                      a)   discretionary upward or downward adjustment of
                           formula awards by the Committee after considering the
                           recommendations of the Chief Executive Officer of
                           Viad Corp for those executives not affected by
                           Section 162(m) of the Internal Revenue Code,
<PAGE>
                      b)   discretionary downward adjustment of awards by the
                           Committee for those Executive Officers affected by
                           Section 162(m) of the Internal Revenue Code, and

                      c)   no individual award may exceed the individual's
                           capped target award or the funding limit with respect
                           to Executive Officers and the aggregate recommended
                           bonuses may not exceed the bonus pool for other than
                           Special Achievement Awards.

V.       SPECIAL ACHIEVEMENT AWARDS:

         Special bonuses of up to 15% of base salary for exceptional performance
         to employees (primarily exempt employees) who are not participants in
         this Plan, including newly hired employees, may be recommended at the
         discretion of the Chief Executive Officer to the Committee from the
         separate funds for discretionary awards provided for under paragraphs
         III F and IV E.

VI.      APPROVAL AND DISTRIBUTION:

         The individual incentive bonus amounts and the terms of payment thereof
         will be fixed following the close of the Plan Year by the Committee.
         Any award made under this Plan is subject to the approval of this Plan
         by the stockholders of Viad Corp.

VII.     COMPENSATION ADVISORY COMMITTEE:

         The Compensation Advisory Committee is appointed by the Chief Executive
         Officer of Viad Corp to assist the Committee in the implementation and
         administration of this Plan. The Compensation Advisory Committee shall
         propose administrative guidelines to the Committee to govern
         interpretations of this Plan and to resolve ambiguities, if any, but
         the Compensation Advisory Committee will not have the power to
         terminate, alter, amend, or modify this Plan or any actions hereunder
         in any way at any time.

VIII.    SPECIAL COMPENSATION STATUS:

         All bonuses paid under this Plan shall be deemed to be special
         compensation and, therefore, unless otherwise provided for in another
         plan or agreement, will not be included in determining the earnings of
         the recipients for the purposes of any pension, group insurance or
         other plan or agreement of a Company or of Viad Corp. Participants in
         this Plan shall not be eligible for any contractual or other short-term
         (sales, productivity, etc.) incentive plan except in those cases where
         participation is weighted between this Plan and any such other
         short-term incentive plan.
<PAGE>
IX.      DEFERRALS:

         Participants subject to taxation of income by the United States may
         submit to the Committee, prior to November 15 of the year in which the
         bonus is being earned a written request that all or a portion, but not
         less than a specified minimum, of their bonus awards to be determined,
         if any, be irrevocably deferred substantially in accordance with the
         terms and conditions of a deferred compensation plan approved by the
         Board of Directors of Viad Corp or, if applicable, one of its
         subsidiaries. Participants subject to taxation of income by other
         jurisdictions may submit to the Committee a written request that all or
         a portion of their bonus awards be deferred in accordance with the
         terms and conditions of a plan which is adopted by the Board of
         Directors of a participant's Company. Upon the receipt of any such
         request, the Committee thereunder shall determine whether such request
         should be honored in whole or part and shall forthwith advise each
         participant of its determination on such request.

X.       PLAN TERMINATION:

         This Plan shall continue in effect until such time as it may be
         canceled or otherwise terminated by action of the Board of Directors of
         Viad Corp and will not become effective with respect to any Company
         unless and until its Board of Directors adopts a specific plan for such
         Company. While it is contemplated that incentive awards from the Plan
         will be made, the Board of Directors of Viad Corp, or any other Company
         hereunder, may terminate, amend, alter, or modify this Plan at any time
         and from time to time. Participation in the Plan shall create no right
         to participate in any future year's Plan.

XI.      EMPLOYEE RIGHTS:

         No participant in this Plan shall be deemed to have a right to any part
         or share of this Plan, except as provided in Paragraph XII. This Plan
         does not create for any employee or participant any right to be
         retained in service by any Company, nor affect the right of any such
         Company to discharge any employee or participant from employment.
         Except as provided for in administrative guidelines, a participant who
         is not an employee of Viad Corp or one of its subsidiaries on the date
         bonuses are paid will not receive a bonus payment.

XII.     EFFECT OF CHANGE OF CONTROL:

         Notwithstanding anything to the contrary in this Plan, in the event of
         a Change of Control (as defined in the 1997 Viad Corp Omnibus Incentive
         Plan) each participant in the Plan shall be entitled to a prorata bonus
         award calculated on the basis of achievement of performance goals
         through the date of the Change of Control.
<PAGE>
XIII.    EFFECTIVE DATE:

         The Plan shall be effective January 1, 1997, provided however, that any
         award made under this Plan is subject to the approval of the 1997 Viad
         Corp Omnibus Incentive Plan by the stockholders of Viad Corp.

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