Share-Based Compensation

Viad grants share-based compensation awards to officers, directors and certain key employees pursuant to the 2007 Viad Corp Omnibus Incentive Plan (the “2007 Plan”). The 2007 Plan has a 10-year life and provides for the following types of awards: (a) incentive and non-qualified stock options; (b) restricted stock and restricted stock units; (c) performance units or performance shares; (d) stock appreciation rights; (e) cash-based awards and (f) certain other stock-based awards. The number of shares of common stock available for grant under the 2007 Plan is limited to 1.7 million shares plus shares awarded under the 1997 Viad Corp Omnibus Incentive Plan (which terminated in May 2007) (the “1997 Plan”) that subsequently cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent the shares are exercised for, or settled in, vested and non-forfeited shares) up to an aggregate maximum of 1.5 million shares. As of December 31, 2013, there were 983,971 total shares available for future grant.

The following table summarizes share-based compensation expense:



(in thousands)	2013			2012			2011
Restricted stock/PBRS	$	3,073		$	3,267		$	3,042
Performance unit incentive plan (“PUP”)	1,864			2,922			714
Restricted stock units/PBRS units	177			450			120
Stock options	107			593			537
Total share-based compensation before income tax benefit	5,221			7,232			4,413
Income tax benefit	(1,936		)	(2,574		)	(1,594		)
Total share-based compensation, net of income tax benefit	$	3,285		$	4,658		$	2,819

In addition, $676,000, $253,000 and $124,000 of costs associated with share-based compensation were included in restructuring expense in 2013, 2012 and 2011, respectively. Of the 2013 amount, $154,000 and $329,000 related to the restricted stock units and PUP awards presented below, respectively. Similarly, of the 2012 amount, $94,000 related to PUP awards. No share-based compensation costs were capitalized during 2013, 2012 or 2011.

On October 25, 2013, Viad announced that its Board of Directors declared a special cash dividend of $2.50 per share, or $50.8 million in the aggregate, which was paid on November 14, 2013. In accordance with the mandatory provisions of the 2007 Plan and the 1997 Plan, the Human Resources Committee of Viad’s Board of Directors approved equitable adjustments to outstanding long-term incentive awards of stock options and PUP awards issued pursuant to those plans in order to prevent the special dividends from diluting the rights of participants under those plans. The equitable adjustments to the outstanding stock options reduced the exercise price and increased the number of shares of common stock underlying such options. The equitable adjustment to the PUP awards reflects the effect of the special dividends, but would be paid only if certain performance goals are met at the end of the 3-year performance period.

Restricted Stock and PBRS. The following table summarizes restricted stock and PBRS activity:



	Restricted Stock				PBRS
	Shares		Weighted-Average Grant Date Fair Value		Shares		Weighted-Average Grant Date Fair Value
Balance at January 1, 2011	478,499		$	21.51	18,830		$	33.02
Granted	191,850		22.70		—		—
Vested	(91,212	)	31.31		(18,414	)	33.42
Forfeited	(7,115	)	20.81		—		—
Balance, December 31, 2011	572,022		20.36		416		15.36
Granted	168,050		20.46		—		—
Vested	(219,571	)	18.26		(416	)	15.36
Forfeited	(4,150	)	24.80		—		—
Balance, December 31, 2012	516,351		21.25		—		—
Granted	101,300		27.27		—		—
Vested	(166,320	)	20.83		—		—
Forfeited	(20,432	)	22.13		—		—
Balance, December 31, 2013	430,899		22.78		—		—

The grant date fair value of restricted stock which vested during 2013, 2012 and 2011 was $3.5 million, $4.0 million and $2.9 million, respectively. The grant date fair value of PBRS which vested during 2012 and 2011 was $6,000 and $615,000, respectively. No PBRS vested during 2013. As of December 31, 2013, the unamortized cost of all outstanding stock awards was $3.2 million, which Viad expects to recognize in the consolidated financial statements over a weighted-average period of approximately 1.7 years. During 2013, 2012 and 2011, the Company repurchased 50,156 shares for $1.3 million, 56,885 shares for $1.1 million and 28,627 shares for $679,000, respectively, related to tax withholding requirements on vested share-based awards.

Liability-Based Awards. The following table summarizes the liability-based award activity:



	PUP Awards				Restricted Stock Units				PBRS Units
	Units		Weighted-Average Grant Date Fair Value		Units		Weighted-Average Grant Date Fair Value		Units		Weighted-Average Grant Date Fair Value
Balance at January 1, 2011	102,960		$	33.81	26,050		$	17.18	3,914		$	15.36
Granted	95,500		23.02		12,550		23.01		—		—
Vested	—		—		—		—		(1,958	)	15.36
Forfeited	(102,960	)	33.81		—		—		—		—
Balance, December 31, 2011	95,500		23.02		38,600		19.07		1,956		15.36
Granted	115,100		20.60		15,850		20.57		—		—
Vested	—		—		(13,100	)	15.36		(1,956	)	15.36
Forfeited	—		—		(850	)	20.89		—		—
Balance, December 31, 2012	210,600		21.70		40,500		20.82		—		—
Granted	93,100		27.35		8,600		27.35		—		—
Vested	—		—		(11,300	)	19.10		—		—
Forfeited	(3,932	)	21.15		(9,240	)	22.55		—		—
Balance, December 31, 2013	299,768		23.46		28,560		22.91		—		—

As of December 31, 2013 and 2012, Viad had liabilities recorded of $5.9 million and $3.7 million, respectively, related to PUP awards. There were no cash settlements of PUP awards during 2013 or 2012. As of December 31, 2013 and 2012, Viad had aggregate liabilities recorded of $664,000 and $633,000, respectively, related to restricted stock unit liability awards. In February 2013 and 2012, portions of the 2009 and 2010 restricted stock unit awards vested and cash payouts of $300,000 and $257,000 were distributed, respectively. A portion of the 2009 PBRS unit awards vested effective December 31, 2009 and cash payouts of $35,000 and $52,000 were distributed in January 2012 and 2011, respectively.

Stock Options. The following table summarizes stock option activity:



	Shares		Weighted- Average Exercise Price		Options Exercisable
Options outstanding at January 1, 2011	763,794		$	23.38	451,194
Exercised	(14,616	)	20.14
Forfeited or expired	(164,977	)	23.88
Options outstanding at December 31, 2011	584,201		23.32		396,688
Exercised	(12,099	)	19.41
Forfeited or expired	(208,206	)	25.81
Options outstanding at December 31, 2012	363,896		22.03		276,009
Exercised	(59,543	)	19.42
Forfeited or expired⁽¹⁾	(15,853	)	40.45
Award modification	25,823		N/A
Options outstanding at December 31, 2013	314,323		19.79		314,323

⁽¹⁾ This includes the reversal of previously canceled stock options.

As of December 31, 2013, there were no unrecognized costs related to non-vested stock option awards. No stock options were granted in 2013, 2012 or 2011. As previously discussed above, the equitable adjustments to the outstanding stock options resulting from the special cash dividend paid on November 14, 2013 reduced the exercise price and increased the number of shares of common stock underlying such options.

The following table summarizes information concerning stock options outstanding and exercisable as of December 31, 2013:



	Options Outstanding				Options Exercisable
		Weighted-Average Remaining Contractual Life (in years)	Weighted- Average Exercise Price			Weighted- Average Exercise Price
Range of Exercise Prices:	Shares	Weighted-Average Remaining Contractual Life (in years)	Weighted- Average Exercise Price		Shares	Weighted- Average Exercise Price
$17.62	262,788	5.7	$	17.62	262,788	$	17.62
$22.85	10,895	1.9	22.85		10,895	22.85
$31.03	22,118	1.2	31.03		22,118	31.03
$35.28	18,522	0.1	35.28		18,522	35.28
$17.62 to $35.28	314,323	5.1	19.79		314,323	19.79

Additional information pertaining to stock options is provided in the table below:



(in thousands)	2013		2012		2011
Total intrinsic value of stock options outstanding	$	2,723	$	2,329	$	—
Total intrinsic value of stock options exercised	$	1,611	$	296	$	325
Fair value of stock options vested	$	532	$	539	$	682
Cash received from the exercise of stock options	$	777	$	248	$	296
Tax benefits (deficiencies) realized for tax deductions related to stock option exercises and performance-based awards	$	404	$	96	$	(325	)

The aggregate intrinsic value of stock options outstanding in the table above represents the difference between Viad’s closing stock price on December 31 of each year and the exercise price, multiplied by the number of in-the-money options. The intrinsic value of stock options outstanding therefore changes based on changes in the fair market value of Viad’s common stock.