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, 2014, there were 889,254 total shares available for future grant.

The following table summarizes share-based compensation expense:



(in thousands)	2014			2013			2012
Restricted stock/PBRS	$	2,495		$	3,073		$	3,267
Performance unit incentive plan (“PUP”)	359			1,864			2,922
Restricted stock units/PBRS units	76			177			450
Stock options	—			107			593
Total share-based compensation before income tax benefit	2,930			5,221			7,232
Income tax benefit	(1,102		)	(1,936		)	(2,574		)
Total share-based compensation, net of income tax benefit	$	1,828		$	3,285		$	4,658

In addition, $0.1 million of benefits and $0.7 million and $0.3 million of costs associated with share-based compensation were included in restructuring expense in 2014, 2013 and 2012, respectively. The 2014 amount of $0.1 million related to reversal of expense of PUP awards. Of the 2013 amount, $0.3 million related to the restricted stock units and PUP awards presented below. Similarly, of the 2012 amount, $0.1 million related to PUP awards. No share-based compensation costs were capitalized during 2014, 2013 or 2012.

On January 24, 2014 and October 25, 2013, Viad announced that its Board of Directors declared special cash dividends of $1.50 and $2.50 per share, respectively, to shareholders of record at the close of business on February 7, 2014 and November 7, 2013, respectively. 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 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		—		—
Granted	128,700		23.79		—		—
Vested	(197,671	)	22.51		—		—
Forfeited	(33,326	)	23.13		—		—
Balance, December 31, 2014	328,602		23.30		—		—

The grant date fair value of restricted stock which vested during 2014, 2013 and 2012 was $4.5 million, $3.5 million and $4.0 million, respectively. The grant date fair value of PBRS which vested during 2012 was approximately $6,000. No PBRS vested during 2013 and 2014. As of December 31, 2014, the unamortized cost of all outstanding stock awards was $3.1 million, which Viad expects to recognize in the consolidated financial statements over a weighted-average period of approximately 1.2 years. During 2014, 2013 and 2012, the Company withheld 72,996 shares at a cost of $1.8 million, 50,156 shares at a cost of $1.3 million and 56,885 shares at a cost of $1.1 million, 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 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		—		—
Granted	123,300		23.71		7,200		24.87		—		—
Vested	(94,600	)	23.01		(9,890	)	23.45		—		—
Forfeited	(61,348	)	24.43		(500	)	27.32		—		—
Balance, December 31, 2014	267,120		23.51		25,370		23.17		—		—

As of December 31, 2014 and 2013, Viad had liabilities recorded of $3.5 million and $5.9 million, respectively, related to PUP awards. In March 2014, the PUP units granted in 2011 vested and cash payouts totaling $2.9 million were distributed. There were no cash settlements of PUP awards during 2013 or 2012. As of December 31, 2014 and 2013, Viad had aggregate liabilities recorded of $0.5 million and $0.7 million, respectively, related to restricted stock unit liability awards. In February 2014, portions of the 2009, 2010 and 2011 restricted stock unit awards vested and cash payouts totaling $0.2 million were distributed. Similarly, in February 2013 and 2012, portions of the 2009 and 2010 restricted stock unit awards vested and cash payouts of $0.3 million and $0.3 million were distributed, respectively. A portion of the 2009 PBRS unit awards vested effective December 31, 2009 and a cash payout of $35,000 was distributed in January 2012. As previously discussed above, 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. This adjustment to the PUP awards did not impact the compensation expense recognized by the Company for the years ended December 31, 2014 and 2013, or the unrecognized cost.

Stock Options. The following table summarizes stock option activity:



	Shares		Weighted- Average Exercise Price	Options Exercisable
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
Exercised	(66,076	)	18.53
Forfeited or expired	(18,522	)	35.28
Award modification	17,865		N/A
Options outstanding at December 31, 2014	247,590		17.82	247,590

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

As of December 31, 2014, there were no unrecognized costs related to non-vested stock option awards. No stock options were granted in 2014, 2013 or 2012. As previously discussed above, the equitable adjustments to the outstanding stock options resulting from the special cash dividends paid on February 14, 2014 and November 14, 2013 reduced the exercise price and increased the number of shares of common stock underlying such options. This adjustment to the exercise price and the number of shares did not impact the compensation expense recognized by the Company for the years ended December 31, 2014 and 2013, or the unrecognized cost.

The following table summarizes information concerning stock options outstanding and exercisable as of December 31, 2014:



	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
$16.62	224,137	3.8	$	16.62	224,137	$	16.62
$29.27	23,453	0.2	29.27		23,453	29.27
$16.62 to $29.27	247,590	3.5	17.82		247,590	17.82

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



(in thousands)	2014		2013		2012
Total intrinsic value of stock options outstanding	$	2,251	$	2,723	$	2,329
Total intrinsic value of stock options exercised	$	1,616	$	1,611	$	296
Fair value of stock options vested	$	—	$	532	$	539
Cash received from the exercise of stock options	$	1,155	$	777	$	248
Tax benefits realized for tax deductions related to stock option exercises and performance-based awards	$	461	$	404	$	96

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.