EXHIBIT 10.C

EX-10.C 5 p70271exv10wc.txt EXHIBIT 10.C Exhibit 10.C VIAD CORP SUMMARY OF COMPENSATION OF NON-EMPLOYEE MEMBERS OF BOARD OF DIRECTORS AND OF BOARD COMMITTEES AS OF FEBRUARY 23, 2005 Board of Directors Annual Retainer.............................................. $30,000 Meeting Attendance Fee....................................... $ 1,600 Non-Qualified Stock Option (Annual Grant)(1)................. 2,500 shares Restricted Stock (Annual Grant)(2)........................... 1,000 shares Audit Committee Meeting Attendance Fee....................................... $ 1,500 Committee Chairman Annual Retainer........................... $10,000 Corporate Governance and Nominating Committee Meeting Attendance Fee....................................... $ 1,500 Committee Chairman Annual Retainer........................... $ 5,000 Human Resources Committee Meeting Attendance Fee....................................... $ 1,500 Committee Chairman Annual Retainer........................... $ 5,000 Additional Benefits(3)

- --------------------- (1) Seven-year option vests in five equal, annual installments of 20% of the shares granted beginning on the one-year anniversary of the grant date. (2) Restricted stock vests 100% on the third anniversary of the grant date. (3) Non-employee directors may participate in the Directors' Matching Gift Program, which provides for corporate matching of charitable contributions made by non-employee directors, on a dollar-for-dollar basis, up to an aggregate maximum of $5,000 per year. Viad Corp also provides non-employee directors with accidental death and dismemberment insurance benefits of $300,000 and travel accident insurance benefits of $300,000 when they are traveling on corporate business.