Viad (VVI)

Additional Information

In the event the 2007 Plan is terminated, recipients of awards under the 2007 Plan shall retain all rights to such awards in accordance with the terms of the awards.

In the event of a termination of service by an award recipient, the Committee shall determine the length of time that a participant has to exercise a stock option or stock appreciation right and the extent to which the recipient can retain the rights to restricted stock, restricted stock units, performance units, performance shares, cash-based awards, and other stock-based awards.

In the event of a change in control, unless the Committee specifies otherwise in an award agreement, any options or stock appreciation rights become fully exercisable and vested; all restrictions and deferral limitations applicable to any restricted stock or restricted stock unit shall lapse, and the restrictions and deferral limitations and other conditions applicable to any other awards under the Plan shall lapse.

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The Committee may provide for the payment of dividends (or dividend equivalents) on shares of Viad common stock granted in connection with an award during the period between the date of grant and the date the award is exercised, vests, or expires.

On March 23, 2007, the closing price of a share of Viad common stock, as listed on the New York Stock Exchange, was $38.97.

Assuming the presence of a quorum, approval of the Plan requires the affirmative vote of the holders of a majority in voting power of the shares of Viad common stock which are present in person or by proxy and entitled to vote thereon.