Share-Based Compensation

12 Months Ended

Dec. 31, 2011

Share-Based Compensation [Abstract]

Share-Based Compensation

Note 2. 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 ten-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 1,700,000 shares plus shares awarded under the 1997 Viad Corp Omnibus Incentive Plan (which terminated in May 2007) 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 1,500,000 shares. As of December 31, 2011, there were 1,023,839 total shares available for future grant.

The following table summarizes share-based compensation expense:

	2011			2010			2009
	(in thousands)
Stock options	$	537		$	447		$	469
Restricted stock/PBRS		3,042			2,821			3,583
Restricted stock units/PBRS units		120			253			151
Performance unit incentive plan (“PUP”)		714			(3	)		(1,110	)
Total share-based compensation before income tax benefit		4,413			3,518			3,093
Income tax benefit		(1,594	)		(1,225	)		(1,125	)
Total share-based compensation, net of income tax benefit	$	2,819		$	2,293		$	1,968

In addition, $124,000, $519,000 and $767,000 of costs associated with share-based compensation were included in restructuring expense in 2011, 2010 and 2009, respectively. No share-based compensation costs were capitalized during 2011, 2010 or 2009.

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

	Restricted Stock					PBRS
				Weighted-Average Grant Date					Weighted-Average Grant Date
	Shares			Fair Value		Shares			Fair Value
Balance at January 1, 2009		358,285		$	34.25		94,828		$	34.56
Granted		234,333			15.56		164,200			15.36
Vested		(189,462	)		31.48		(46,701	)		34.21
Forfeited		(12,346	)		27.81		(37,400	)		15.19
Balance at December 31, 2009		390,810			24.59		174,927			20.77
Granted		157,900			19.30		—			—
Vested		(65,961	)		34.42		(29,547	)		35.31
Cancelled		—			—		(126,550	)		15.36
Forfeited		(4,250	)		22.55		—			—
Balance at December 31, 2010		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 at December 31, 2011		572,022			20.36		416			15.36

The grant date fair value of restricted stock vesting during 2011, 2010 and 2009 was $2.9 million, $2.3 million and $6.0 million, respectively. The grant date fair value of PBRS vesting during 2011, 2010 and 2009 was $615,000, $1.0 million and $1.6 million, respectively. As of December 31, 2011, the unamortized cost of all outstanding restricted stock and PBRS awards was $4.0 million, which Viad expects to recognize in the consolidated financial statements over a weighted-average period of approximately 2.3 years. During 2011, 2010 and 2009, the Company repurchased 28,627 shares for $679,000, 28,407 shares for $573,000 and 72,294 shares for $1.2 million, respectively, related to tax withholding requirements on vested share-based awards.

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

	Restricted Stock Units				PBRS Units					PUP Awards
	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, 2009		—	$	—		—		$	—		102,960		$	33.81
Granted		13,700		15.36		13,900			15.36		—			—
Balance at December 31, 2009		13,700		15.36		13,900			15.36		102,960			33.81
Granted		12,350		19.20		—			—		—			—
Vested		—		—		(1,958	)		15.36		—			—
Cancelled		—		—		(8,028	)		15.36		—			—
Balance at December 31, 2010		26,050		17.18		3,914			15.36		102,960			33.81
Granted		12,550		23.01		—			—		95,500			23.02
Vested		—				(1,958	)		15.36		—			—
Cancelled		—				—					(102,960	)		33.81
Balance at December 31, 2011		38,600		19.07		1,956			15.36		95,500			23.02

As of December 31, 2011 and 2010, Viad had aggregate liabilities recorded of $475,000 and $407,000, respectively, related to restricted stock unit and PBRS unit liability awards. A portion of the 2009 PBRS unit awards vested effective December 31, 2009 and cash payouts of $52,000 and $37,000 were distributed in January 2011 and March 2010, respectively. During 2010, 8,028 PBRS units were cancelled as the performance conditions related to those units were not achieved.

As of December 31, 2011, Viad had a liability recorded of $714,000 related to PUP awards. The PUP awards for the 2007-2009 period vested effective December 31, 2009 and a cash payout of $19,000 was distributed in March 2010. No cash payouts of PUP awards were made during 2011. In March 2011, 102,960 PUP awards for the 2008-2010 period were cancelled as the performance conditions related to those awards were not achieved. No PUP awards were granted in 2010 or 2009 and no other PUP awards vested during 2011, 2010 or 2009. Furthermore, there were no other cash settlements of PUP awards or any other share-based compensation awards.

Stock Options. The following table summarizes stock option activity:

	Shares			Weighted- Average Exercise Price		Options Exercisable
Options outstanding at January 1, 2009		606,660		$	25.86		459,612
Forfeited or expired		(64,942	)		26.88
Options outstanding at December 31, 2009		541,718			25.74		462,683
Granted		280,900			19.20
Exercised		(22,311	)		23.21
Forfeited or expired		(36,513	)		26.34
Options outstanding at December 31, 2010		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

As of December 31, 2011, the total unrecognized cost related to non-vested stock option awards was $667,000. Viad expects to recognize such costs in the consolidated financial statements over a weighted-average period of approximately 1.2 years. No stock options were granted in 2011 or 2009.

The following table summarizes information concerning stock options outstanding and exercisable as of December 31, 2011:

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Shares		Weighted-Average Remaining Contractual Life		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price
$18.40 to $19.20		265,084		8.0 years	$	19.20		94,891	$	19.19
$19.57 to $26.07		134,732		0.9 years		23.41		130,732		23.36
$26.31 to $26.37		101,860		0.1 years		26.31		101,860		26.31
$26.47 to $38.44		82,525		1.7 years		32.77		69,205		32.31
$18.40 to $38.44		584,201		4.1 years		23.32		396,688		24.68

In addition to the above, Viad had stock options outstanding which were granted to employees of MoneyGram International, Inc. (“MoneyGram”) prior to the spin-off of that company. As of December 31, 2011, there were 5,889 of such options outstanding and exercisable, both with exercise prices ranging from $19.57 to $26.07. The weighted-average remaining contractual life of these options outstanding was less than one year. During 2011, 100 options were exercised by MoneyGram participants at an exercise price of $19.57.

Stock options granted in 2010 were for a term of ten years and become exercisable one third after one year, another third after two years and the balance after three years from the date of grant. Stock options granted between 2004 and 2008 were for contractual terms of seven years and become exercisable, based on a graded vesting schedule, in annual increments of 20 percent beginning one year after the grant date and become fully exercisable after five years from the date of grant. Stock options granted in 2003 were for a term of ten years and became exercisable one third after one year, another third after two years and the balance after three years from the date of grant. Stock options granted in calendar years 2002 and prior were for a contractual term of ten years and were exercisable 50 percent after one year from the date of grant with the balance exercisable after two years from the date of grant.

The fair value of the 2010 stock option grant was estimated on the date of grant using the Black-Scholes option pricing model assuming Viad’s expected stock price volatility of 33.2 percent, a five year expected period of time the stock options will remain outstanding, an expected dividend yield on Viad common stock of 0.8 percent and a risk-free interest rate estimate of 2.44 percent. The expected dividend yield was based on Viad’s expectation of future dividend payouts. The volatility assumption was based on Viad’s daily historical stock price volatility during the time period that corresponds to the expected weighted-average life of the option. The expected life (estimated period of time outstanding) of stock options granted was estimated based on historical exercise activity. The risk-free interest rate assumption was based on the interest rate of a U.S. Treasury strip for a five-year term from the date the option was granted.

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

		$,000000		$,000000		$,000000
	2011		2010		2009
			(in thousands)
Total intrinsic value of stock options outstanding	$	—	$	2,341	$	76
Total intrinsic value of stock options exercised	$	325	$	544	$	—
Fair value of stock options vested	$	682	$	404	$	645
Cash received from the exercise of stock options	$	296	$	593	$	—
Tax deficiencies realized for tax deductions related to stock option exercises and performance-based awards	$	325	$	524	$	1,251

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.