8-K - PRSU - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 04, 2025

Pursuit Attractions and Hospitality, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-11015	36-1169950
(State or other jurisdiction<br>of incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)
1401 17th Street<br><br>Suite 1400
Denver, Colorado		80202
(Address of principal executive offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: (602) 207-1000
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Not Applicable
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(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol	Name of each exchange on which registered
Common Stock, $1.50 Par Value	PRSU	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On December 4, 2025, the Board of Directors (the “Board”) of Pursuit Attractions and Hospitality, Inc. (the “Company”) approved and adopted the Pursuit Attractions and Hospitality, Inc. Executive Severance Plan (the “Severance Plan”), pursuant to which certain of the Company’s executive officers will be eligible to receive certain severance and/or change in control benefits, and which supersedes and replaces all prior executive severance plans and policies maintained by the Company. David Barry, the Company’s President and Chief Executive Officer, has been designated a Tier 1 Covered Employee under the Severance Plan, and Michael “Bo” Heitz, the Company’s Chief Financial Officer, has been designated a Tier 2 Covered Employee under the Severance Plan, along with certain members of the Company’s leadership team.

The Company and Mr. Barry entered into a participation agreement under the Severance Plan (the “Barry Participation Agreement”), which, together with the Severance Plan, supersedes the Amended and Restated Severance Agreement, entered into as of October 20, 2024, by and between the Company and Mr. Barry. As a Tier 1 Covered Employee, if the Company terminates Mr. Barry’s employment without “cause” or if Mr. Barry resigns for “good reason” (each as defined in the Severance Plan or in the Barry Participation Agreement) (a “Qualifying Termination”), under the Severance Plan, Mr. Barry will be entitled to receive (i) cash severance in a lump sum equal to 24 months of his then-current base salary, (ii) a prorated annual bonus based on actual performance for the calendar year in which such Qualifying Termination occurs, and (iii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA (or an equivalent amount) for up to 24 months. In the event of a Qualifying Termination that occurs within the three-month period prior to, or the 12-month period following, a “change in control” (as defined in the Severance Plan) (the “Change in Control Period”), Mr. Barry would be entitled to receive the above benefits under the Severance Plan but in lieu of (ii), would receive a cash payment equal to two times his target annual bonus for the calendar year in which such Qualifying Termination occurs. In addition, if Mr. Barry’s employment terminates due to his death or “disability” (as defined in the Severance Plan), he or his estate or beneficiaries will receive the benefits set forth above for a Qualifying Termination outside of the Change in Control Period, subject to the release requirement noted below.

As a Tier 2 Covered Employee, if Mr. Heitz experiences a Qualifying Termination, under the Severance Plan, Mr. Heitz will be entitled to receive (i) cash severance, in the form of salary continuation payments, equal to 12 months of his then-current base salary, (ii) a prorated annual bonus based on actual performance for the calendar year in which such Qualifying Termination occurs, and (iii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA (or an equivalent amount) for up to 12 months. In the event of a Qualifying Termination that occurs within the Change in Control Period, Mr. Heitz would instead be entitled to receive (i) cash severance in a lump sum equal to 18 months of his then-current base salary, (ii) a cash payment equal to 100% of his target annual bonus for the calendar year in which such Qualifying Termination occurs, and (iii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA (or an equivalent amount) for up to 18 months. Mr. Heitz and the Company entered into a standard participation agreement under the Severance Plan in substantially the form attached thereto as Exhibit A.

The receipt of all benefits under the Severance Plan is subject to the applicable executive’s execution and non-revocation of a release of claims in favor of the Company.

The foregoing descriptions of the Severance Plan and the Barry Participation Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Severance Plan and the Barry Participation Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K and are incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 4, 2025, the Board approved and adopted amended and restated bylaws (the “Restated Bylaws”) of the Company, effective immediately. Among other things, the amendments effected by the Restated Bylaws:

provide that the Board will determine the date and time of each annual meeting, in lieu of a fixed date;
provide that the Board may determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication;
provide that the number of nominees a stockholder may nominate for election at an annual or special meeting shall not exceed the number of directors to be elected at such meeting;
update procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submission of certain stockholder proposals made in connection with annual and special meetings of stockholders, including addressing matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), such as providing the Company a remedy if a stockholder fails to satisfy certain requirements under the Universal Proxy Rules and requiring stockholders who intend to use the Universal Proxy Rules to provide reasonable evidence of the satisfaction of certain requirements under the Universal Proxy Rules at least five business days before the applicable meeting;
provide that for all matters other than the election of directors, if a different or minimum vote is required by the Certificate of Incorporation, the Restated Bylaws or the rules or regulations of any applicable stock change, such different or minimum vote shall apply;
provide that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for certain specified actions, including, among others, derivative actions, suits or proceedings brought on behalf of the Company or actions, suits or proceedings asserting claims of breach of a fiduciary duty owed by any of the Company’s directors, officers or stockholders, or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware;
provide that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended; and
make various other clarifying, administrative, conforming, ministerial, modernizing and related revisions.

The foregoing description of the changes contained in the Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br><br>Number	Description
3.1	Amended and Restated Bylaws of Pursuit Attractions and Hospitality, Inc., dated as of December 4, 2025
10.1	Pursuit Attractions and Hospitality, Inc. Executive Severance Plan and Form of Participation Agreement
10.2	Participation Agreement, dated December 9, 2025, between Pursuit Attractions and Hospitality, Inc. and David Barry
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Pursuit Attractions and Hospitality, Inc.
			(Registrant)
Date:	December 10, 2025	By:	/s/ Michael L. Bosco
			Michael L. Bosco
		Title:	Chief Accounting Officer

EX-3.1

Exhibit 3.1

BYLAWS OF PURSUIT ATTRACTIONS AND HOSPITALITY, iNC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AS AMENDED THROUGH DECEMBER 4, 2025

OFFICES AND RECORDS
Delaware Office. The registered office of Pursuit Attractions and Hospitality, Inc. (the “Corporation”) in the State of Delaware and the name of the registered agent at such address shall be as set forth in the certificate of incorporation of the Corporation (as amended and/or restated from time to time, the “Certificate of Incorporation”).
Other Offices. The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors of the Corporation (the “Board” or “Board of Directors”) may designate or as the business of the Corporation may from time to time require.
Books and Records. The books and records of the Corporation may be kept at the Corporation’s headquarters in Denver, Colorado or at such other locations as may from time to time be designated by the Board of Directors.
STOCKHOLDERS
Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held for the purpose of election of directors and for such other business that is properly brought before the annual meeting at such date and time as may be determined from time to time by the Board (or its designee) at the principal executive offices of the Corporation, or at such other place, if any, as may be determined from time to time by the Board (or its designee).
Special Meeting. Subject to the rights of the holders of any outstanding series of preferred stock, par value $0.01 per share, of the Corporation (the “Preferred Stock”), special meetings of the stockholders may be called only by the Chair of the Board or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors which the Corporation would have if there were no vacancies (the “Whole Board”). Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice of such meeting.
Place of Meeting. The Board of Directors may designate the place of meeting, if any, for any meeting of the stockholders. If no designation is made by the Board of Directors, the place of meeting shall be the principal office of the Corporation. The Board of Directors may, in its sole discretion, determine that a meeting shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the General Corporation Law of the State of Delaware. Upon determination of the date, time and place, if any, of the meeting, the Secretary shall cause a notice of meeting to be given to the stockholders entitled to vote, in accordance with the provisions of Section 2.4.
Notice of Meeting. Notice, stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise required by applicable law, the Certificate of Incorporation or these Bylaws, be given not less than 10 days nor more than 60 days before the date of the meeting in any manner as permitted by applicable law, to each stockholder of record entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at such stockholder’s address as it appears on the stock transfer books of the Corporation. Meetings may be held without notice if all stockholders entitled to vote are present (except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened), or if notice is waived by those not present. Any previously scheduled meeting of the stockholders may be postponed, cancelled or rescheduled by resolution of the Board of Directors.
Quorum and Adjournment. Except as otherwise provided by law or by the Certificate of Incorporation or by these Bylaws, the holders of a majority of the voting power of the outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series voting as a class, the holders of a majority of the outstanding shares of such class or series represented in person or by proxy shall constitute a quorum for the transaction of such business. The chair of the meeting or the holders of a majority of the voting power of the shares of stock entitled to vote thereon so represented may adjourn the meeting from time to time, whether or not there is such a quorum (or in the case of specified business to be voted on a class or series, the chair of the meeting or the holders of a majority of the shares of such class or series so represented may adjourn the meeting with respect to such specified business). No notice of the time and place of adjourned meetings need be given if the time and place, if any, thereof and the means of remote communication, if any, by which stockholders and proxyholders may be deemed present in person and may vote at such adjourned meeting are announced at the meeting at which the adjournment is taken, except as required by law. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date so fixed for notice of such adjourned meeting.

Proxies. At all meetings of stockholders, a stockholder may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Such proxy must be filed with the Secretary of the Corporation or the Secretary’s representative at or before the time of the meeting.
Notice of Stockholder Business and Nominations.
Annual Meetings of Stockholders.
Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who (i) was a stockholder of record at the time of giving of notice provided for in these Bylaws and at the time of the annual meeting, (ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures set forth in these Bylaws as to such business or nomination; clause (c) shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and included in the Corporation’s notice of meeting) before an annual meeting of stockholders.
Without qualification, for any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to Section 2.7(A)(1)(c), the stockholder must have given timely notice thereof in writing to the Secretary and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at the annual meeting on its own behalf (or in the case of one or more stockholders giving the notice on behalf of a beneficial owner, the number of nominees such stockholders may collectively nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. To be in proper form, a stockholder’s notice (whether given pursuant to this Section 2.7(A)(2) or Section 2.7(B)) to the Secretary must: (a) set forth, as to the stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination or proposal is made and any of their respective affiliates or associates (such affiliates or associates, the “Stockholder Related Persons”) (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, and any Stockholder Related Person, (ii) (A) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder, such beneficial owner or any Stockholder Related Person, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder, such beneficial owner or any Stockholder Related Person and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (C) a description of any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), contract, arrangement, understanding, or agreement pursuant to which such stockholder,
beneficial owner, or Stockholder Related Person has a right to vote any shares of any security of the Company, (D) any short interest in any security of the Company held by such stockholder, beneficial owner or Stockholder Related Person (for purposes of these Bylaws, a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, agreement or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) a description of any agreement, arrangement or understanding with respect to any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable pursuant to such agreement, arrangement or understanding from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder, beneficial owner or Stockholder Related Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, and (G) a representation whether such stockholder, beneficial owner or any Stockholder Related Person intends or is part of a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee, (2) otherwise to solicit proxies or votes in support of such proposal or nomination, and/or (3) to solicit proxies in support of any proposed nominee in accordance with Rule 14a-19 promulgated under the Exchange Act, and (iii) any other information relating to such stockholder, beneficial owner, if any, or Stockholder Related Persons that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (b) if the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, set forth (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder, beneficial owner, if any, and any Stockholder Related Person in such business and (ii) a description of all agreements, arrangements and understandings between such stockholder, such beneficial owner, if any, any Stockholder Related Person and any other person or persons (including their names) in connection with the proposal of such business by such stockholder; (c) set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the Corporation’s proxy statement as a nominee and to serving as a director if elected) and (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder, such beneficial owner, if any, and any Stockholder Related Person, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination, any beneficial owner on whose behalf the nomination is made and any Stockholder Related Person were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and (d) with respect to each nominee for election or reelection to the Board of Directors, include a completed and signed questionnaire, representation and agreement required by Section 2.8 of these Bylaws. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine whether such proposed nominee is qualified under the Certificate of Incorporation, these Bylaws, the rules and regulations of any stock exchange applicable to the Corporation, or any law or regulation appliable to the Corporation to serve as a director and/or independent director of the Corporation.
Notwithstanding anything in the second sentence of Section 2.7(A)(2) to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased
and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by these Bylaws shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.
Special Meetings of Stockholders.

Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (i) is a stockholder of record at the time of giving of notice provided for in these Bylaws and at the time of the special meeting, (ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures set forth in these Bylaws as to such nomination. The number of nominees a stockholder may nominate for election at the special meeting at which directors are to be elected on its own behalf (or in the case of one or more stockholders giving the notice on behalf of a beneficial owner, the number of nominees such stockholders may collectively nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section 2.7(A)(2) with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.8 of these Bylaws) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

General

(1) Only such persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the chair of the meeting (or, in advance of any meeting of stockholders, the Board of Directors or an authorized committee thereof) shall (a) determine whether or not a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and (b) if any proposed nomination or business was not made or proposed in compliance with these Bylaws, declare that such defective proposal or nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 2.7, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business advanced

by such stockholder, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that such proposal or nomination is set forth in the notice of meeting or other proxy materials and notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.7, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Notwithstanding anything to the contrary in these Bylaws, unless otherwise required by law, if any stockholder, beneficial owner or Stockholder Related Person (i) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act with respect to any proposed nominee and (ii) subsequently fails to comply with the requirements of Rule 14a-19 promulgated under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such stockholder has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any annual meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Corporation (which proxies and votes shall be disregarded). If any stockholder, beneficial owner or Stockholder Related Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five business days prior to the applicable meeting, reasonable evidence that it or such beneficial owner or Stockholder Related Person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.
Notwithstanding the foregoing, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws; provided, however, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 2.7(A)(1)(c) or Section 2.7(B). Nothing in these Bylaws shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock if and to the extent provided for under law, the Certificate of Incorporation or these Bylaws.
A stockholder providing notice of a proposed nomination for election to the Board of Directors or other business proposed to be brought before a meeting (given pursuant to Section 2.7(A)(1)(c) or Section 2.7(B), as applicable) shall update and supplement such notice to the extent necessary so that the information provided or required to be provided in such notice shall be true and correct (x) as of the record date for notice and voting at the meeting and (y) as of the date that is 15 days prior to the meeting or any adjournment or postponement thereof. Any such update and supplement shall be delivered in writing to the Secretary of the Corporation at the principal executive offices of the Corporation (i) in the case of any update and supplement required to be made as of the record date for notice of the meeting, not later than five days after the later of such record date and the public announcement of such record date and (ii) in the case of any update or supplement required to be made as of 15 days prior to the meeting or adjournment or postponement thereof, not later than 10 days prior to the date for the meeting or any adjournment or postponement thereof. For the avoidance of doubt, the obligation to update and
supplement as set forth in this ‎Section 2.7 or any other section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any stockholder's notice, including, without limitation, any representation required herein, extend any applicable deadlines under these Bylaws or enable or be deemed to permit a stockholder who has previously submitted a stockholder's notice under these Bylaws to change any representation that was previously made pursuant to this Section 2.7, to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business and/or resolutions proposed to be brought before a meeting of stockholders.
For purposes of this Section 2.7, the following terms have the following meanings:

(i) “affiliates” and “associates” shall have the meanings set forth in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”);

(ii) “business day” means any day other than Saturday, Sunday or a day on which banks are closed in New York City, New York; and

(iii) “close of business” means 5:00 p.m. local time at the principal executive offices of the Corporation on any calendar day, whether or not the day is a business day.

Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.
Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (with respect to a nomination by a stockholder pursuant to Section 2.7 in accordance with the time periods prescribed for delivery of notice under Section 2.7 of these Bylaws) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request of any stockholder of record within 10 days of such request) and a written representation and agreement (in the form provided by the Secretary upon written request of any stockholder of record within 10 days of such request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (C) would be in compliance, if elected as a director of the Corporation and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.
Procedure for Election of Directors. Election of directors at all meetings of the stockholders at which directors are to be elected shall be by written ballot, and, except as otherwise set forth in the Certificate of Incorporation with respect to the right of the holders of any outstanding series of Preferred Stock, by a majority of the votes cast thereat as provided in Article III, Section 3.10. All other matters submitted to the stockholders at any meeting at which a quorum is present shall, unless a different
or minimum vote is required by the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or any law or regulation applicable to the Corporation or its securities, in which case such different or minimum vote shall be the applicable vote on the matter, be decided by a majority of the votes cast with respect thereto.
Inspectors of Elections; Opening and Closing the Polls; Conduct of Meeting.
The Corporation shall appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives of the Corporation, to act at the meeting and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act, or if all inspectors or alternates who have been appointed are unable to act, at a meeting of stockholders, the chair of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by the General Corporation Law of the State of Delaware.
The chair of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting.

(C) Meetings of stockholders shall be presided over by the Chair of the Board, if any, or in his or her absence (or if so directed by the Chair of the Board), by a director or officer designated by the Board of Directors. The Secretary shall act as secretary of the meeting, but in his or her absence the chair of the meeting may appoint any person to act as secretary of the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chair of the meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chair of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the chair of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chair of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

No Stockholder Action by Written Consent. Subject to the rights of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent by such stockholders.
BOARD OF DIRECTORS
General Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.
Number, Tenure and Qualifications. Subject to the rights of the holders of any outstanding series of Preferred Stock, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Whole Board, but shall consist of not more than 17 nor less than three directors. The directors shall be elected for such terms and in the manner provided by the Certificate of Incorporation and applicable law. Each director shall hold office until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation, or removal.
Regular Meetings. Regular meetings of the Board may be held at any time or date and at any place, if any, within or outside of the State of Delaware that has been designated by the Board and publicized among all directors, either orally or in writing, by telephone, including a voice-messaging system or other system designed to record and communicate messages, facsimile or by electronic mail or other electronic means. No further notice shall be required for regular meetings of the Board.
Special Meetings. Special meetings of the Board of Directors shall be called by the Chair of the Board, the Chief Executive Officer, the President or a majority of the Whole Board. The person or persons authorized to call special meetings of the Board of Directors may fix the place and time of the meetings.
Notice. Notice of any special meeting shall be given to each director at his or her business or residence in writing, by electronic transmission or by telephone communication. If mailed, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five days before such meeting. If by electronic transmission, such notice shall be given at least 24 hours before such meeting. If by telephone, the notice shall be given at least 12 hours prior to the time set for the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting. A meeting may be held at any time without notice if all the directors are present (except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened) or if those not present waive notice of the meeting, either before or after such meeting.
Quorum. A whole number of directors equal to at least a majority of the Whole Board shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there shall be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Vacancies. Subject to the rights of the holders of any outstanding series of Preferred Stock and unless the Board of Directors otherwise determines, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been elected expires and until such director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director.
Chair of the Board. The Board of Directors may elect from its members a Chair of the Board of Directors. If a Chair of the Board of Directors has been elected and is present, such Chair shall preside at all meetings of the Board of Directors and stockholders. The Chair of the Board shall have such other powers and perform such other duties as the Board of Directors may determine, including (if the Chair of the Board is not the Chief Executive Officer) providing advice and counsel to the Chief Executive Officer and other members of senior management in areas such as corporate and strategic planning and policy, mergers and acquisitions, investor relations and other areas requested by the Board of Directors. The Chair of the Board of Directors shall make reports to the Board of Directors and shall perform all such other duties as are properly required of the Chair by the Board of Directors.
Removal. Subject to the rights of the holders of any outstanding series of Preferred Stock, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 80 percent of the voting power of the then outstanding shares of stock entitled to vote at an election of directors, voting together as a single class.
Majority Voting. Except as provided in Section 3.7 of this Article III, each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that if, as of the 10th day preceding the date the Corporation first mails its notice of meeting for such meeting to the stockholders of the Corporation, the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For purposes of this Section 3.10, a majority of the votes cast means that the number of shares voted “for” a director must exceed 50% of the votes cast with respect to that director. If a director is not elected, the director shall offer to tender his or her resignation to the Board of Directors contingent upon acceptance of the resignation by the Board of Directors in accordance with the policies and procedures adopted by the Board of Directors for such purpose. The Corporate Governance and Nominating Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. It is expected that the director who tenders his or her resignation will not participate in the Board’s decision.
OFFICERS
Officers. The officers of the Corporation shall be a President, a Chief Executive Officer, a Secretary, a Treasurer, and such other officers as the Board of Directors from time to time may deem proper. All officers chosen by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any duly authorized committee thereof.
Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the regular meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Subject to Section 4.8 of these Bylaws, each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign.
Chief Executive Officer. The Chief Executive Officer shall be responsible for the general management of the affairs of the Corporation and shall perform all duties incident to such office that may be required by law and all such other duties as are properly required of him or her by the Board of Directors. The Chief Executive Officer shall make reports to the Board of Directors, and shall perform all such other duties as are properly required of him or her by the Board of Directors, and shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect. The Chief Executive Officer may sign, alone or with the Secretary, or an Assistant Secretary, or any other proper officer of the Corporation authorized by the Board of Directors, certificates, contracts, and other instruments of the Corporation as authorized by the Board of Directors. The Chief Executive Officer may also serve as President, if so elected by the Board of Directors.
President. The President shall act in a general executive capacity and shall assist the Chief Executive Officer in the administration and operation of the Corporation’s business and general supervision of its policies and affairs.
Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and Directors and all other notices required by law or by these Bylaws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chair of the Board, the Chief Executive Officer, the President, or by the Board of Directors, upon whose request the meeting is called as provided in these Bylaws. The Secretary shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of Directors, the Chair of the Board, the Chief Executive Officer or the President. The Secretary shall have the custody of the seal of the Corporation and may affix the same to all instruments requiring it, and attest to the same.
Treasurer. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chair of the Board, the Chief Executive Officer or the President, taking proper vouchers for such disbursements. The Treasurer shall render to the Chair of the Board, the Chief Executive Officer, the President and the Board of Directors, whenever requested, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.
Removal. Any officer elected by the Board of Directors may be removed by a majority of the members of the Whole Board whenever, in their judgment, the best interests of the Corporation would be served thereby. No officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of such officer’s successor or such officer’s death, resignation or removal, whichever event shall first occur, except as otherwise provided in an employment contract or an employee plan.
Vacancies. A newly created office and a vacancy in any office because of death, resignation, or removal may be filled by the Board of Directors for the unexpired portion of the term by the Board of Directors.
STOCK CERTIFICATES AND TRANSFERS
Stock Certificates and Transfers
The interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock in such form as the appropriate officers of the Corporation may from time to time prescribe, provided, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares. Every holder of certificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by any two authorized officers of the Corporation (it being understood that each of the Chair of the Board of Directors, the Vice-Chair of the Board of Directors, the Chief Executive Officer, the President, a Vice-President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation shall be an authorized officer for such purpose) representing the number of shares registered in certificate form. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.
Any and all signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.
The shares of the stock of the Corporation represented by certificates shall be transferred on the books of the Corporation by the holder thereof in person or by his or her attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the Corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a notice in writing or by electronic transmission containing the information required to be set forth or stated on certificates pursuant to the Delaware General Corporation Law or, unless otherwise provided by the Delaware General Corporation Law, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
Lost, Stolen, or Destroyed Certificates. No certificate for shares or uncertificated shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft and on delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Corporation may require.
MISCELLANEOUS PROVISIONS
Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the 31st day of December of each year or at such other time as determined by the Board of Directors.
Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Certificate of Incorporation.
Seal. The corporate seal, if any, shall be in circular form and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal—Delaware.”
Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the General Corporation Law of the State of Delaware, a waiver thereof given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders of the Board of Directors need be specified in any waiver of notice of such meeting.
Resignations. Any director or any officer may resign at any time upon notice of such resignation in writing or by electronic transmission on the Chair of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt or at such later date as is stated therein. No formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective.
Indemnification, Advancement of Expenses and Insurance. (A) Each person (a “Covered Person”) who was or is made a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of any other corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer or employee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred by such Covered Person in connection therewith and such indemnification shall continue as to a Covered Person who has ceased to be a director, officer or employee of the Corporation and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in paragraph (B) of this Section 6.6 with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such Covered Person seeking indemnification in connection with a proceeding (or part thereof) initiated by such Covered Person only if such proceeding (or part thereof) was authorized by the Board of Directors.
If a claim for indemnification under paragraph (A) of this Section 6.6 (following the final disposition of such proceeding) is not paid in full by the Corporation within 60 days after a claim has been received by the Corporation, or if a claim for advancement of expenses under paragraph (G) of this Section 6.6 is not paid in full by the Corporation within 30 days after the Corporation has received a
statement or statements requesting such amounts to be advanced, the Covered Person may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim to the fullest extent permitted by law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Covered Person has not met the applicable standard of conduct.
Following any “change in control” of the Corporation of the type required to be reported under Item 1 of Form 8-K promulgated under the Exchange Act, any determination as to entitlement to indemnification shall be made by independent legal counsel selected by the claimant, which independent legal counsel shall be retained by the Board of Directors on behalf of the Corporation.
The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in these Bylaws shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.
The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any agent of the Corporation to the fullest extent of the provisions of these Bylaws with respect to the indemnification and advancement of expenses of directors, officers and employees of the Corporation.
The right to indemnification conferred in these Bylaws shall be a contract right. The Corporation shall, to the fullest extent permitted by applicable law, pay the expenses incurred by a Covered Person in defending any such proceeding in advance of its final disposition; provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a Covered Person in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Covered Person including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such Covered Person, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under these Bylaws or otherwise.
Any amendment or repeal of this Article VI shall not adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such amendment or repeal.
AMENDMENTS
Amendments. These Bylaws may be amended, added to, rescinded or repealed by the Board of Directors or by the stockholders,; provided, however, that, in the case of amendments by stockholders, notwithstanding any other provisions of these Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of stock required by law, the Certificate of Incorporation or these Bylaws, the affirmative vote of the holders of at least 80 percent of the voting power of the then outstanding shares of stock entitled to vote thereon, voting together as a single class, shall be required to alter, amend or repeal any provision of these Bylaws.

ARTICLE VIII

FORUM SELECTION

Section 8.1. Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum,(A) (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, this Certificate of Incorporation or the Bylaws (as either may be amended or restated) or as to which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware; and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 8.1.

EX-10.1

Exhibit 10.1

PURSUIT ATTRACTIONS AND HOSPITALITY, INC.

EXECUTIVE SEVERANCE PLAN

AND SUMMARY PLAN DESCRIPTION

(Adopted by the Board of Directors Effective December 4, 2025)

Introduction. The purpose of this Pursuit Attractions and Hospitality, Inc. Executive Severance Plan (the “Plan”) is to provide assurances of specified severance benefits to eligible employees of the Company or any Affiliate thereof whose employment is involuntarily terminated other than for Cause or who resign for Good Reason under the circumstances described in the Plan. With respect to Covered Employees, the Plan is an “employee welfare benefit plan,” as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended. This document constitutes both the written instrument under which the Plan is maintained and the required summary plan description for the Plan.
Important Terms. To help you understand how the Plan works, it is important to know the following terms:
“Administrator” means (a) prior to the consummation of a Change in Control, the Committee or another duly constituted committee of members of the Board, or officers of the Company as delegated by the Board, or any person to whom the Administrator has delegated any authority or responsibility pursuant to the terms of the Plan, but only to the extent of such delegation, and (b) from and after the consummation of a Change in Control, one or more members of the Board or Committee (as constituted prior to the Change in Control) or other persons designated by the Board or Committee prior to or in connection with the Change in Control (provided that any such persons acting as Administrator may not be Covered Employees) (the “Representative”).
“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company, as such terms are defined in Rule 405 promulgated under the Securities Act.
“Base Salary” means base pay (excluding incentive pay, premium pay, commissions, overtime, bonuses, fringe benefits, and other forms of variable compensation) as in effect prior to any reduction that would give rise to a Covered Employee or a Covered Canadian Employee’s right to a resignation for Good Reason.
“Board” means the Board of Directors of the Company.
“Cause” shall mean, unless otherwise specified in a Participation Agreement, the occurrence of any of the following events: (a) the Covered Employee or Covered Canadian Employee’s dishonest statements or acts with respect to the Company or any Affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business; (b) the Covered Employee or Covered Canadian Employee’s commission of (i) a felony or (ii) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or in each case the equivalent in any relevant jurisdiction; (c) the Covered Employee or Covered Canadian Employee’s failure to perform the Covered Employee or Covered Canadian Employee’s assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the Company, after written notice given to the Covered Employee or Covered Canadian Employee by the Company; (d) the Covered Employee or Covered Canadian Employee’s gross negligence, willful misconduct or insubordination with respect to the Company or any Affiliate; (e) the Covered Employee or Covered Canadian Employee’s material violation of any provision of any agreement(s) between the Covered Employee or Covered Canadian Employee’s and the Company or any Affiliate relating to noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions; (f) any material breach of the Pursuit
Attractions and Hospitality, Inc. Always Honest Policy or other Company code of conduct in effect from time to time; or (g) any circumstance that would constitute just cause for termination of employment at common law in respect of any of the Covered Canadian Employees. The determination that a termination of the Covered Employee or Covered Canadian Employee’s employment is either for Cause or without Cause will be made by the Administrator. Any determination by the Company that a Covered Employee or Covered Canadian Employee’s employment was terminated with or without Cause for the purposes of this Plan shall have no effect upon any determination of the rights or obligations of the Company or such Covered Employee or Covered Canadian Employee for any other purpose.
“Change in Control” has the meaning set forth in the Equity Plan; provided, that for purposes of the Plan, the transaction also constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).
“Change in Control Period” means the time period beginning on the date as of which a Change in Control is consummated and ending twenty-four (24) months following the consummation of the Change in Control.
“CIC Involuntary Termination” means an Involuntary Termination that occurs within the Change in Control Period.
“Code” means the Internal Revenue Code of 1986, as amended.
“Committee” means the Human Resources Committee of the Board.
“Company” means Pursuit Attractions and Hospitality, Inc., a Delaware corporation. References to the “Company” herein shall be construed to mean the Company and/or an Affiliate thereof as the context requires.
“Covered Canadian Employee” means a Tier 1 Covered Employee, Tier 2 Covered Employee, or Tier 3 Covered Employee currently residing and working in Canada, in each case, who has timely and properly executed and delivered a Participation Agreement to the Company, but does not include a Covered Employee. The Administrator may, in its discretion and from time to time, designate employees to be Covered Canadian Employees under the Plan.
“Covered Employee” means a Tier 1 Covered Employee, Tier 2 Covered Employee, or Tier 3 Covered Employee, in each case, who has timely and properly executed and delivered a Participation Agreement to the Company, but does not include a Covered Canadian Employee. The Administrator may, in its discretion and from time to time, designate employees to be Covered Employees under the Plan.
“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.
“Effective Date” means the date of the Committee’s adoption of the Plan.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“Equity Plan” means the 2017 Pursuit Attractions and Hospitality, Inc. Omnibus Incentive Plan, as amended from time to time, or any successor plan thereto.
“Good Reason” means, unless otherwise specified in a Participation Agreement with respect to a Covered Employee or Covered Canadian Employee, any of the following actions taken by the Company, any Affiliate, or a successor corporation or entity, with respect to a Covered Employee or Covered Canadian Employee, without the consent of such Covered Employee or Covered Canadian Employee (unless such action is taken in response to conduct by such Covered Employee or Covered Canadian Employee that constitutes Cause): (a) the assignment to the Covered Employee or Covered Canadian Employee of any duties materially inconsistent in any respect with the Covered Employee or Covered Canadian Employee’s position (including status, offices, titles and reporting requirements), authority, duties, or responsibilities, or any other action by the Company or any Affiliate which results in a material diminution in such position, duties, or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company or the applicable Affiliate promptly after receipt of notice thereof given by the Covered Employee or Covered Canadian Employee; (b) any ten percent (10%) or greater reduction of the Covered Employee or Covered Canadian Employee’s base salary or annual bonus opportunity; (c) a relocation of such Covered Employee or Covered Canadian Employee’s principal place of employment that results in an increase in the Covered Employee or Covered Canadian Employee’s one-way driving distance by more than fifty (50) miles from the Covered Employee or Covered Canadian Employee’s then-current principal residence; or (d) the failure or refusal of a successor to the Company to materially assume the Company’s obligations under each material agreement between such Covered Employee or Covered Canadian Employee and the Company in the event of a Change in Control. In order to resign for Good Reason, a Covered Employee or Covered Canadian Employee must provide written notice of the event giving rise to Good Reason to the Company within ninety (90) days after the condition arises, allow the Company thirty (30) days to cure such condition, and if the Company fails to cure the condition within such period, the Covered Employee or Covered Canadian Employee’s resignation from all positions such Covered Employee or Covered Canadian Employee then holds with the Company and any Affiliate must be effective not later than ninety (90) days after the end of the Company’s cure period.
“Involuntary Termination” means the termination by the Company or any Affiliate of a Covered Employee or Covered Canadian Employee’s employment other than for Cause (and other than due to death or Disability), or such Covered Employee or Covered Canadian Employee’s resignation for Good Reason.
“Non-CIC Involuntary Termination” means an Involuntary Termination that occurs outside of the Change in Control Period.
“Participation Agreement” means an agreement between a Covered Employee and the Company substantially in the form attached hereto as Exhibit A, or an agreement between a Covered Canadian Employee and the Company substantially in the form attached hereto as Exhibit B, with respect to such Covered Employee or Covered Canadian Employee’s participation in the Plan, and which may include such other terms and conditions as the Administrator may specify.
“Severance Benefits” means the compensation and other benefits a Covered Employee or Covered Canadian Employee is eligible to receive pursuant to Section 4, subject to the terms and conditions of the Plan.
“Severance Period” means the period of time set forth on Exhibit C applicable to a Covered Employee or Covered Canadian Employee’s Severance Benefits.
“Tier 1 Covered Employee” means an employee of the Company or an Affiliate thereof serving in the role of Chief Executive Officer of the Company and who is designated as a “Tier 1 Covered Employee” by the Committee.
“Tier 2 Covered Employee” means an employee of the Company or an Affiliate thereof who is designated as a “Tier 2 Covered Employee” by the Committee. Such designation may be by name, title, or corporate level.
“Tier 3 Covered Employee” means an employee of the Company or an Affiliate thereof who is designated as a “Tier 3 Covered Employee” by the Committee. Such designation may be by name, title, or corporate level.
“Year of Service” means a Covered Employee or Covered Canadian Employee’s aggregate period of continuous employment with the Company or any Affiliate.
Eligibility for Severance Benefits. An individual is eligible for Severance Benefits under the Plan in the amounts set forth herein only if such individual is a Covered Employee or Covered Canadian Employee on the date such individual experiences an Involuntary Termination.
Severance Benefits. Upon the termination of a Covered Employee or Covered Canadian Employee’s employment for any reason, the Covered Employee or Covered Canadian Employee shall be entitled to receive (a) any earned but unpaid base salary and if applicable, vacation pay and expenses, and (b) any vested employee benefits in accordance with the terms of the applicable employee benefit plan or program. In addition, the Covered Employee or Covered Canadian Employee may be eligible to receive additional payments and benefits, as set forth in more detail below.
CIC Involuntary Termination. If a Covered Employee or Covered Canadian Employee experiences a CIC Involuntary Termination, then, subject to the Covered Employee or Covered Canadian Employee’s compliance with Section 5, the Covered Employee or Covered Canadian Employee shall receive the following Severance Benefits from the Company at the time set forth in Section 6 below:
Cash Severance Benefits. The Covered Employee or Covered Canadian Employee will receive the cash Severance Benefits set forth on Exhibit C hereto for a CIC Involuntary Termination, payable in the form of a cash lump sum. With respect to a Covered Canadian Employee, to the extent that the Severance Benefits do not fully satisfy the Covered Canadian Employee’s minimum entitlements under applicable employment standards legislation, the Covered Canadian Employee will also receive payment and provision of any additional compensation and benefits that are then required to be paid or provided to the Covered Canadian Employee in order to satisfy the Covered Canadian Employee’s minimum entitlements under applicable employment standards legislation.
Healthcare Continuation Coverage; Payment in Respect of Benefits. During the period commencing on the date of the Covered Employee’s CIC Involuntary Termination and concluding at the end of the timeframe specified on Exhibit C, or, if earlier, the date on which the Covered Employee becomes eligible for coverage under any group health plan of a subsequent employer or otherwise (in any case, the “COBRA CIC Payment Period”) and provided that the Covered Employee has timely elected continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the Covered Employee’s premiums on behalf of the Covered Employee for the Covered Employee’s continued coverage under the Company’s group health plans, including coverage for the Covered Employee’s eligible dependents, at the same levels and costs in effect on the date of the Covered Employee’s termination (excluding, for purposes of calculating cost, an
employee’s ability to pay premiums with pre-tax dollars). Upon the conclusion of the COBRA CIC Payment Period, to the extent that the Covered Employee remains eligible for and continues to receive COBRA continuation coverage beyond the COBRA CIC Payment Period, the Covered Employee will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the remainder of the Covered Employee’s eligible COBRA coverage period. Notwithstanding anything herein to the contrary, if (a) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A (as defined in Section 7), (b) at any point during the COBRA CIC Payment Period, the Company is otherwise unable to cover the Covered Employee or the Covered Employee’s dependents under any of its group health plans, or (c) at any time, the Company determines, in its sole discretion, that it cannot provide the benefit without potentially violating and/or incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, the Company will instead pay the Covered Employee on the last day of each month or remaining month, as applicable, of the COBRA CIC Payment Period a fully taxable cash payment equal to the COBRA premium for that month, subject to applicable tax withholdings (such amount, the “Special CIC Severance Payments”). For the avoidance of doubt, the COBRA continuation period under Section 4980B of the Code shall run concurrently with the period of continued group health plan coverage pursuant to this Section 4.1.2, and any Special CIC Severance Payments provided are not required to be used for health coverage and shall end upon expiration of the COBRA CIC Payment Period.
Pay in Lieu of Benefits Continuation. Covered Canadian Employees will be eligible to receive a payment in lieu of benefits continuation in the amount set forth on Exhibit C.
Equity Vesting. Any then-outstanding equity awards held by the Covered Employee or Covered Canadian Employee will be treated in accordance with the terms of the applicable equity plan and/or award agreement thereunder.
Non-CIC Involuntary Termination. If a Covered Employee or Covered Canadian Employee experiences a Non-CIC Involuntary Termination, then, subject to the Covered Employee or Covered Canadian Employee’s compliance with Section 5, the Covered Employee or Covered Canadian Employee shall receive the following Severance Benefits from the Company at the time set forth in Section 6 below:
Cash Severance Benefits. The Covered Employee or Covered Canadian Employee will receive the cash Severance Benefits set forth on Exhibit C hereto for a Non-CIC Involuntary Termination, payable (except as may otherwise be provided in a Participation Agreement) as follows: (a) cash Severance Benefits related to the Covered Employee or Covered Canadian Employee’s Base Salary will be payable in substantially equal installments over the Severance Period and in accordance with the Company’s regular payroll practices as in effect from time to time, and (b) cash Severance Benefits, if any, related to the Covered Employee or Covered Canadian Employee’s annual bonus opportunity for the year in which the Non-CIC Involuntary Termination occurs will be payable in a cash lump sum, based on actual performance and prorated in accordance with Exhibit C, at the same time that the Board or Committee determines and pays out annual bonuses with respect to such year to active Company employees (but for Covered Employees, in no event later than March 15 of the year following the year in which the Non-CIC Involuntary Termination occurs) . With respect to a Covered Canadian Employee, to the extent that the Severance Benefits do not fully satisfy the Covered Canadian Employee’s minimum entitlements under applicable employment standards legislation, the Covered Canadian Employee will also receive payment and provision of any additional compensation and benefits that are then required to be paid or provided to the Covered Canadian Employee in order to satisfy the Covered Canadian Employee’s minimum entitlements under applicable employment standards legislation.
Healthcare Continuation Coverage; Payment in Respect of Benefits. During the period commencing on the date of the Covered Employee’s Non-CIC Involuntary Termination and concluding at the end of the timeframe specified on Exhibit C, or, if earlier, the date on which the Covered Employee becomes eligible for coverage under any group health plan of a subsequent employer or otherwise (in any case, the “COBRA Payment Period”) and provided that the Covered Employee has timely elected continued group health plan continuation coverage under COBRA, the Company shall pay the Covered Employee’s premiums on behalf of the Covered Employee for the Covered Employee’s continued coverage under the Company’s group health plans, including coverage for the Covered Employee’s eligible dependents, at the same levels and costs in effect on the date of the Covered Employee’s termination (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars). Upon the conclusion of the COBRA Payment Period, to the extent that the Covered Employee remains eligible for and continues to receive COBRA continuation coverage beyond the COBRA Payment Period, the Covered Employee will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the remainder of the Covered Employee’s eligible COBRA coverage period. Notwithstanding anything herein to the contrary, if (a) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A, (b) at any point during the COBRA Payment Period, the Company is otherwise unable to cover the Covered Employee or the Covered Employee’s dependents under any of its group health plans, or (c) at any time, the Company determines, in its sole discretion, that it cannot provide the benefit without potentially violating and/or incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, the Company will instead pay the Covered Employee on the last day of each month or remaining month, as applicable, of the COBRA Payment Period a fully taxable cash payment equal to the COBRA premium for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payments”). For the avoidance of doubt, the COBRA continuation period under Section 4980B of the Code shall run concurrently with the period of continued group health plan coverage pursuant to this Section 4.2.2, and any Special Severance Payments provided are not required to be used for health coverage and shall end upon expiration of the COBRA Payment Period.
Pay in Lieu of Benefits Continuation. Covered Canadian Employees will be eligible to receive a payment in lieu of benefits continuation in the amount set forth on Exhibit C.
Equity Vesting. Any then-outstanding equity awards held by the Covered Employee or Covered Canadian Employee will be treated in accordance with the terms of the applicable equity plan and/or award agreement thereunder.
Conditions to Receipt of Severance.
Release Agreement. As a condition to receiving Severance Benefits under the Plan, each Covered Employee and Covered Canadian Employee will be required to sign and allow to become effective a separation agreement, which contains a customary and standard waiver and general release of all claims in favor of the Company and its Affiliates (the “Release”), in such form as may be provided by the Company. The Release will include specific information regarding the amount of time the Covered Employee or Covered Canadian Employee will have to consider the terms of the Release and return the signed agreement to the Company. In no event will the period to return the Release be longer than fifty-five (55) days, inclusive of any revocation period set forth in the Release, following the Covered Employee or Covered Canadian Employee’s Involuntary Termination (the “Release Period”). With respect to a Covered Canadian Employee, only the portion of the Severance Benefits that exceeds the statutory minimum entitlements prescribed by the applicable employment standards legislation is conditional on the Covered Canadian Employee’s execution of the Release. If a Covered Canadian Employee does not execute
the Release, the Covered Canadian Employee will only be provided with the statutory minimum entitlements prescribed by applicable employment standards legislation.
Plan Benefits Supersede Prior Benefits. For each Covered Employee and Covered Canadian Employee, the Plan shall supersede any other change in control or severance benefit plan, agreement, policy or practice previously maintained by the Company with respect to a Covered Employee (including, without limitation, the Viad Corp Executive Officer Pay Continuation Policy and the Viad Corp Executive Severance Plan (Tier I – 2013), as amended) and any change in control or severance benefits in any individually negotiated employment contract or other agreement between the Company and a Covered Employee or Covered Canadian Employee. Notwithstanding the foregoing, the Covered Employee or Covered Canadian Employee’s outstanding equity awards shall remain subject to the terms of the applicable equity plan under which such awards were granted that may apply upon a Change in Control and/or termination of such employee’s service and no provision of the Plan shall be construed as to limit the actions that may be taken, or to violate the terms, thereunder. In no event shall a Covered Employee receive benefits under both Sections 4.1 and 4.2 hereof.
Certain Reductions. The Administrator will reduce a Covered Employee or Covered Canadian Employee’s benefits under the Plan by any other statutory severance obligations or contractual severance benefits, obligations for pay in lieu of notice, and any other similar benefits payable to the Covered Employee or Covered Canadian Employee by the Company (or any successor thereto) or any Affiliate that are due in connection with the Covered Employee or Covered Canadian Employee’s termination and that are in the same form as the benefits provided under the Plan (e.g., cash severance). Without limitation, this reduction includes a reduction for any benefits required pursuant to (i) any applicable legal requirement; provided, that notwithstanding anything herein to the contrary, no benefits hereunder shall be reduced for any benefit required pursuant to the Worker Adjustment and Retraining Notification Act of 1988 and any similar state, local or non-U.S. laws (collectively, the “WARN Act”), (ii) a written employment, severance or equity award agreement with the Company or any Affiliate, (iii) any Company or Affiliate policy or practice providing for the Covered Employee or Covered Canadian Employee to remain on the payroll for a limited period of time after being given notice of the termination of the Covered Employee or Covered Canadian Employee’s employment, and (iv) any required salary continuation, notice pay, statutory severance payment, or other payments either required by local law, or owed pursuant to a collective labor agreement, as a result of the termination of the Covered Employee or Covered Canadian Employee’s employment. The benefits provided under the Plan are intended to satisfy, to the greatest extent possible, and not to provide benefits duplicative of, any and all statutory, contractual and collective agreement obligations of the Company and any Affiliate in respect of the form of benefits provided under the Plan that may arise out of a termination, and the Administrator will so construe and implement the terms of the Plan. Reductions may be applied on a retroactive basis, with benefits previously provided being recharacterized as benefits pursuant to the Company’s or any Affiliate’s statutory or other contractual obligations. The Company’s or any Affiliate’s decision to apply such reductions to the Plan benefits of one Covered Employee or Covered Canadian Employee and the amount of such reductions shall in no way obligate the Company to apply the same reductions in the same amounts to the Plan benefits of any other Covered Employee or Covered Canadian Employee. The payments pursuant to the Plan are in addition to, and not in lieu of, any unpaid salary, bonuses or employee welfare benefits to which a Covered Employee may be entitled for the period ending with the Covered Employee’s termination. Notwithstanding the above, in no circumstances will a retroactive reduction occur that results in a Covered Canadian Employee receiving less than the Covered Canadian Employee’s statutory minimum entitlements prescribed by the applicable employment standards legislation.
Other Requirements. A Covered Employee or Covered Canadian Employee’s receipt of Severance Benefits pursuant to Sections 4.1 or 4.2 will be subject to the Covered Employee or
Covered Canadian Employee continuing to comply with the applicable provisions of this Section 5 and the terms of any confidential information agreement, proprietary information and inventions agreement, any covenants agreement, any other similar agreement to the foregoing and such other appropriate agreement between the Covered Employee or Covered Canadian Employee and the Company or any Affiliate. Benefits under the Plan shall terminate immediately for a Covered Employee or Covered Canadian Employee if such Covered Employee or Covered Canadian Employee, at any time, materially breaches any such agreement or the provisions of this Section 5.
Section 280G. Any provision of the Plan to the contrary notwithstanding, if any payment or benefit a Covered Employee would receive from the Company and its Affiliates or an acquiror pursuant to the Plan or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. In no event will the Company, any Affiliate or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 5.5.
Timing of Benefits. With respect to Covered Employees, subject to any delay required by Section 7 below and except as otherwise provided in Section 4.2.1(b), cash Severance Benefits will be paid or will begin being paid within fifty-five (55) days of the date of the Covered Employee’s Involuntary Termination, on the Company’s first regular payday following the date on which the Release becomes effective and irrevocable in accordance with its terms (but no earlier than allowed under Section 409A); provided further, that if the Release revocation period crosses two calendar years, the Severance Benefits will be paid or will begin being paid in the second of the two years if necessary to avoid taxation under Section 409A.
Section 409A. Notwithstanding anything to the contrary in the Plan, no severance payments or benefits will become payable until the Covered Employee has a “separation from service” within the meaning of Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) if such payments or benefits would constitute deferred compensation for purposes of Section 409A (“Deferred Compensation Severance Benefits”). Further, if the Covered Employee is subject to Section 409A and is a “specified employee” within the meaning of Section 409A at the time of the Covered Employee’s separation from service (other than due to death), then any Deferred Compensation Separation Benefits otherwise due to the Covered Employee on or within the six-month period following his or her separation from service will accrue during such six-month period, without interest, and will become payable in a lump sum payment (less applicable withholding taxes) on the date six months and one day following the date of the Covered Employee’s separation from service if necessary to avoid adverse taxation under Section 409A. All subsequent payments of Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Covered Employee dies following his or her separation from service but prior to the six-month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to the Covered Employee’s estate as soon as administratively practicable
after the date of his or her death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Plan is intended to constitute a separate payment for purposes of Section 409A. It is the intent of the Plan to be exempt from (or if not exempt from, to comply with) the requirements of Section 409A, so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.
Withholding. The Company will withhold from any Severance Benefits all federal, provincial, state, local and other taxes required to be withheld therefrom and any other required payroll deductions.
Administration.
The Administrator (in their, his or her sole and absolute discretion) shall have the authority to administer the Plan on behalf of the Company, including, without limitation, the discretionary power and authority to (i) adopt such rules as it deems advisable in connection with the administration of the Plan and to construe, interpret, apply and enforce the Plan and any such rules and to remedy ambiguities, errors or omissions in the Plan; (ii) determine eligibility to participate in the Plan and set the terms and conditions of individual Participation Agreements; and (iii) act under the Plan on a case-by-case basis, provided that the Administrator’s decisions under the Plan need not be uniform with respect to similarly situated Covered Employees or Covered Canadian Employees.
The Administrator is the “named fiduciary” of the Plan for purposes of ERISA and will be subject to the fiduciary standards of ERISA when acting in such capacity. Any decision made or other action taken by the Administrator prior to a Change in Control with respect to the Plan, and any interpretation by the Administrator prior to a Change in Control of any term or condition of the Plan, or any related document, will be conclusive and binding on all persons and be given the maximum possible deference allowed by law. Following a Change in Control, any decision made or other action taken by the Administrator with respect to the Plan, and any interpretation by the Administrator of any term or condition of the Plan, or any related document that (i) does not affect the benefits payable under the Plan shall not be subject to review unless found to be arbitrary and capricious, or (ii) does affect the benefits payable under the Plan shall not be subject to review unless found to be unreasonable or not to have been made in good faith.
In accordance with Section 2.1, the Administrator may, in its sole discretion and on such terms and conditions as it may provide, delegate in writing to one or more officers of the Company all or any portion of its authority or responsibility with respect to the Plan; provided, however, that any Plan amendment or termination or any other action that could reasonably be expected to increase significantly the cost of the Plan must be approved by the Board or the Committee.
Eligibility to Participate. To the extent that the Administrator has delegated administrative authority or responsibility to one or more officers of the Company in accordance with Section 2.1 and Section 9, each such officer will not be excluded from participating in the Plan if otherwise eligible, but he or she is not entitled to act or pass upon any matters pertaining specifically to his or her own benefit or eligibility under the Plan. The Administrator will act upon any matters pertaining specifically to the benefit or eligibility of each such officer under the Plan.
Amendment or Termination. The Company, by action of the Administrator, reserves the right to amend or terminate the Plan at any time, without advance notice to any Covered Employee or Covered Canadian Employee and without regard to the effect of the amendment or termination on any Covered Employee, Covered Canadian Employee, or on any other individual. Any amendment or
termination of the Plan will be in writing. Notwithstanding the preceding, the Company may not, without a Covered Employee or Covered Canadian Employee’s written consent, amend or terminate the Plan in any way, nor take any other action, that (a) prevents that Covered Employee or Covered Canadian Employee from becoming eligible for Severance Benefits under the Plan or (b) reduces or alters to the detriment of the Covered Employee or Covered Canadian Employee the Severance Benefits payable, or potentially payable, to a Covered Employee or Covered Canadian Employee under the Plan (including, without limitation, imposing additional conditions or modifying the timing of payment); provided, that notwithstanding the foregoing, the Company may amend the Plan in any manner necessary to comply with changes in applicable laws or regulations. Any action of the Company in amending or terminating the Plan will be taken in a non-fiduciary capacity. For the avoidance of doubt, in the event a Change in Control occurs during the term of the Plan, the Plan shall not terminate until the Change in Control Period has expired and any benefits payable have been paid.
Claims Procedure. With respect to Covered Employees, claims for benefits under the Plan shall be administered in accordance with Section 503 of ERISA and the Department of Labor Regulations thereunder. Any employee or other person who believes he or she is entitled to any payment under the Plan (a “claimant”) may submit a claim in writing to the Administrator within 90 days of the earlier of (i) the date the claimant learned the amount of their Severance Benefits under the Plan, or (ii) the date the claimant learned that he or she will not be entitled to any benefits under the Plan. In determining claims for benefits, the Administrator or its delegate has the authority to interpret the Plan, to resolve ambiguities, to make factual determinations, and to resolve questions relating to eligibility for and amount of benefits. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Plan on which the denial is based. The notice will also describe any additional information or material that the Administrator needs to complete the review and an explanation of why such information or material is necessary and the Plan’s procedures for appealing the denial (including a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA following a denial on review of the claim, as described below, if applicable). The denial notice will be provided within 90 days after the claim is received. If special circumstances require an extension of time (up to 90 days), written notice of the extension will be given to the claimant (or representative) within the initial 90-day period. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision on the claim. If the extension is provided due to a claimant’s failure to provide sufficient information, the time frame for rendering the decision is tolled from the date the notification is sent to the claimant about the failure to the date on which the claimant responds to the request for additional information. The Administrator has delegated the claims review responsibility to the Company’s General Counsel or such other individual designated by the Administrator, except in the case of a claim filed by or on behalf of the Company’s General Counsel or such other individual designated by the Administrator, in which case, the claim will be reviewed by the Company’s Chief Executive Officer.
Appeal Procedure. If the claimant’s claim in connection with Section 12 is denied, the claimant (or his or her authorized representative) may apply in writing to an appeals official appointed by the Administrator (which may be a person, committee or other entity) for a review of the decision denying the claim. Review must be requested within 60 days following the date the claimant received the written notice of their claim denial or else the claimant loses the right to review. A request for review must set forth all of the grounds on which it is based, all facts in support of the request, and any other matters that the claimant feels are pertinent. In connection with the request for review, the claimant (or representative) has the right to review and obtain copies of all documents and other information relevant to the claim, upon request and at no charge, and to submit written comments, documents, records and other information relating to his or her claim. The review shall take into account all comments, documents, records and other information submitted by the claimant (or representative) relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The appeals official will
provide written notice of its decision on review within 60 days after it receives a review request. If special circumstances require an extension of time (up to 60 days), written notice of the extension will be given to the claimant (or representative) within the initial 60-day period. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the appeals official expects to render its decision. If the extension is provided due to a claimant’s failure to provide sufficient information, the time frame for rendering the decision on review is tolled from the date the notification is sent to the claimant about the failure to the date on which the claimant responds to the request for additional information. If the claim is denied (in full or in part) upon review, the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Plan on which the denial is based. The notice shall also include a statement that the claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents and other information relevant to the claim and a statement regarding the claimant’s right to bring an action under Section 502(a) of ERISA, if applicable. The Administrator has delegated the appeals review responsibility to the Company’s General Counsel, except in the case of an appeal filed by or on behalf of the Company’s General Counsel, in which case, the appeal will be reviewed by the Company’s Chief Executive Officer.
Judicial Proceedings. No judicial proceeding shall be brought to recover benefits under the Plan until the claims procedures described in Sections 12 and 13 have been exhausted and the Plan benefits requested have been denied in whole or in part. If any judicial proceeding is undertaken to further appeal the denial of a claim or bring any other action under ERISA (other than a breach of fiduciary duty claim), the evidence presented shall be strictly limited to the evidence timely presented to the Administrator or its delegate, unless any new evidence has since been uncovered following completion of the claims procedures described in Sections 12 and 13. In addition, any such judicial proceeding must be filed within one year after the claimant’s receipt of notification that his or her appeal was denied.
Source of Payments. All Severance Benefits will be paid in cash from the general funds of the Company; no separate fund will be established under the Plan, and the Plan will have no assets. No right of any person to receive any payment under the Plan will be any greater than the right of any other general unsecured creditor of the Company.
Inalienability. In no event may any current or former employee of the Company or any of its Affiliates sell, transfer, anticipate, assign or otherwise dispose of any right or interest under the Plan. At no time will any such right or interest be subject to the claims of creditors nor liable to attachment, execution or other legal process.
No Enlargement of Employment Rights. Neither the establishment nor maintenance of the Plan, any amendment of the Plan, nor the making of any benefit payment hereunder, will be construed to confer upon any individual any right to be continued as an employee of the Company. The Company expressly reserves the right to discharge any of its employees at any time, with or without cause. However, as described in the Plan, a Covered Employee or Covered Canadian Employee may be entitled to benefits under the Plan depending upon the circumstances of his or her termination of employment.
Successors. Any successor to the Company of all or substantially all of the Company’s business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) will assume the obligations under the Plan and agree expressly to perform the obligations under the Plan in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under the Plan, the term “Company” will include any successor to the Company’s business and/or assets which become bound by the terms of the Plan by operation of law, or otherwise.
Applicable Law. With respect to Covered Employees, the provisions of the Plan will be construed, administered and enforced in accordance with ERISA. To the extent ERISA is not applicable, the provisions of the Plan will be governed by the internal substantive laws of the State of Delaware, and construed accordingly, without giving effect to principles of conflicts of laws.
Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.
Headings. Headings in the Plan document are for purposes of reference only and will not limit or otherwise affect the meaning hereof.
Minimum Standards. With respect to Covered Canadian Employees, in the event the minimum standards of the applicable employment standards legislation are more favorable to the Covered Canadian Employee in respect of any article, section, clause or provision of the Plan, the relevant minimum standards in the applicable employment standards legislation shall apply in place of that article, section, clause or provision.
Indemnification. The Company hereby agrees to indemnify and hold harmless the officers and employees of the Company, and the members of its boards of directors, from all losses, claims, costs or other liabilities arising from their acts or omissions in connection with the administration, amendment or termination of the Plan, to the maximum extent permitted by applicable law. This indemnity will cover all such liabilities, including judgments, settlements and costs of defense. The Company will provide this indemnity from its own funds to the extent that insurance does not cover such liabilities. This indemnity is in addition to and not in lieu of any other indemnity provided to such person by the Company.
Additional Information.

Plan Name:	Pursuit Attractions and Hospitality, Inc. Executive Severance Plan
Plan Sponsor:	Pursuit Attractions and Hospitality, Inc.<br>1401 17th Street, Suite 1400<br><br>Denver, Colorado 80202<br><br>(602) 207-1000
Identification Numbers:	EIN: 36-1169950
	PLAN NUMBER: 531
Plan Year:	Company’s Fiscal Year ending December 31
Plan Administrator:	Pursuit Attractions and Hospitality, Inc.<br><br>Human Resources Committee of the Board of Directors or Representative<br>1401 17th Street, Suite 1400<br><br>Denver, Colorado 80202<br><br>(602) 207-1000
Agent for Service of	Pursuit Attractions and Hospitality, Inc.<br>General Counsel<br>1401 17th Street, Suite 1400<br><br>Denver, Colorado 80202
Legal Process:
	(602) 207-1000
---	---
Type of Plan:	Severance Plan/Employee Welfare Benefit Plan
Plan Costs:	The cost of the Plan is paid by the Company.

Statement of Covered Employee ERISA Rights.

As a Covered Employee under the Plan, you have certain rights and protections under ERISA:

You may examine (without charge) all Plan documents, including any amendments and copies of all documents filed with the U.S. Department of Labor.
You may obtain copies of all Plan documents and other Plan information upon written request to the Administrator at no charge.

In addition to creating rights for Covered Employees, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan (called “fiduciaries”) have a duty to do so prudently and in the interests of you and the other Covered Employees. No one, including the Company or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit under the Plan or exercising your rights under ERISA. If your claim for a severance benefit is denied, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. (The claim review procedure is explained in Section 13 and Section 14 above.)

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents and do not receive them within thirty days, you may file suit in a federal court. In such a case, the court may require the Administrator to provide the materials and to pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Administrator. If you have a claim which is denied or ignored, in whole or in part, you may file suit in a federal court. If it should happen that you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

If you have any questions regarding the Plan, please contact the Administrator or the Company’s General Counsel. If you have any questions about this statement or about your rights under ERISA, you may contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration at 1-866-444-3272.

EXHIBIT A

PURSUIT ATTRACTIONS AND HOSPITALITY, INC.

EXECUTIVE SEVERANCE PLAN

Form of Participation Agreement for Covered Employees

Pursuit Attractions and Hospitality, Inc. (the “Company”) is pleased to inform you, [name], that you have been selected to participate in the Company’s Executive Severance Plan (the “Plan”) as a [applicable Covered Employee tier] Covered Employee. A copy of the Plan was delivered to you with this Participation Agreement. Your participation in the Plan is subject to all of the terms and conditions of the Plan and this Participation Agreement. Any capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

In order to become a Covered Employee under the Plan, you must complete and sign this Participation Agreement and return it to [name] no later than [date].

The Plan describes in detail certain circumstances under which you may become eligible for Severance Benefits and the amount of those benefits. As described more fully in the Plan, you may become eligible for certain Severance Benefits applicable to a [applicable Covered Employee tier] Covered Employee if you experience either a CIC Involuntary Termination or a Non-CIC Involuntary Termination.

In order to receive any Severance Benefits for which you otherwise become eligible under the Plan, you must sign and deliver to the Company the Release, which must have become effective and irrevocable, and otherwise comply with the requirements under the Plan.

By your signature below, you and the Company agree that your participation in the Plan is governed by this Participation Agreement and the provisions of the Plan. Your signature below confirms that: (i) you have received a copy of the Plan; (ii) you have carefully read this Participation Agreement and the Plan and you acknowledge and agree to their terms, including, but not limited to, Section 5 of the Plan; (iii) you agree that this Participation Agreement and the provisions of the Plan supersede any individual agreement between you and the Company and any other plan, policy or practice, whether written or unwritten, maintained by the Company with respect to severance benefits upon your separation from the Company; and (iv) decisions and determinations by the Administrator under the Plan shall be final and binding on you and your successors.

PURSUIT ATTRACTIONS AND HOSPITALITY, INC.<br><br><br><br>Signature<br><br>Name:<br><br>Title:<br><br>Date:	COVERED EMPLOYEE<br><br><br><br>Signature<br><br>Name:<br><br>Title:<br><br>Date:

Attachment: Pursuit Attractions and Hospitality, Inc. Executive Severance Plan

EXHIBIT B

PURSUIT ATTRACTIONS AND HOSPITALITY, INC.

EXECUTIVE SEVERANCE PLAN

Form of Participation Agreement for Covered Canadian Employees

Pursuit Attractions and Hospitality, Inc. (the “Company”) is pleased to inform you, [name], that you have been selected to participate in the Company’s Executive Severance Plan (the “Plan”) as a [applicable Covered Employee tier] Covered Canadian Employee. A copy of the Plan was delivered to you with this Participation Agreement. Your participation in the Plan is subject to all of the terms and conditions of the Plan and this Participation Agreement. Any capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

The Plan is intended to clarify and confirm your severance entitlements upon the termination of your employment with the Company pursuant to a CIC Involuntary Termination or a Non-CIC Involuntary Termination. For good and valuable consideration, including enhanced severance entitlements and certainty of terms in the event your employment is terminated by way of CIC Involuntary Termination or a Non-CIC Involuntary Termination, you and the Company agree to complete and sign this Participation Agreement.

In order to become a Covered Canadian Employee under the Plan, you must complete and sign this Participation Agreement and return it to [name] no later than [date].

The Plan describes in detail certain circumstances under which you may become eligible for Severance Benefits and the amount of those benefits. As described more fully in the Plan, you may become eligible for certain Severance Benefits applicable to a [applicable Covered Canadian Employee tier] Covered Canadian Employee if you experience either a CIC Involuntary Termination or a Non-CIC Involuntary Termination.

The portion of the Severance Benefits that exceeds your statutory minimum entitlements required under applicable employment standards legislation is conditional on your execution of a full and final release in favour of the Company, and your compliance with the requirements of the Plan. If you do not execute a full and final release, you will only be provided with your statutory minimum entitlements prescribed by the applicable employment standards legislation.

In accordance with the Plan, the benefits, if any, provided under the Plan and this Participation Agreement are intended to be the exclusive benefits for you related to your Involuntary Termination and shall supersede and replace, except as provided in the Plan, any severance benefits, notice of termination of employment (or pay in lieu thereof) or other entitlements for which you otherwise would be eligible under any other Company severance policy, plan, agreement, employment agreement or other arrangement. For greater certainty, the Severance Benefits constitute your entire entitlement upon termination and is inclusive of your entitlement to notice of termination (or pay in lieu thereof), termination pay, severance pay, benefits continuation and/or any other entitlements or compensation pursuant to statute, contract, common law or otherwise.

By your signature below, you and the Company agree that your participation in the Plan is governed by this Participation Agreement and the provisions of the Plan. Your signature below confirms that: (i) you have received a copy of the Plan; (ii) you have carefully read this Participation Agreement and the Plan and you acknowledge and agree to their terms; (iii) you agree that this Participation Agreement and the provisions of the Plan supersede any individual agreement between you and the Company and any other employment agreement, plan, policy or practice, whether written or unwritten, maintained by the Company

with respect to notice of termination (or pay in lieu thereof), termination pay, severance pay, benefits continuation and/or any other entitlements or compensation upon your separation from the Company; and (iv) decisions and determinations by the Administrator under the Plan shall be final and binding on you and your successors.

PURSUIT ATTRACTIONS AND HOSPITALITY, INC.<br><br><br><br>Signature<br><br>Name:<br><br>Title:<br><br>Date:	COVERED CANADIAN EMPLOYEE<br><br><br><br>Signature<br><br>Name:<br><br>Title:<br><br>Date:

Attachment: Pursuit Attractions and Hospitality, Inc. Executive Severance Plan

EXHIBIT C

SEVERANCE BENEFITS

CIC Involuntary Termination

Benefits	Tiers
	Tier 1 Covered Employee	Tier 2 Covered Employee	Tier 3 Covered Employee
Severance Period	24 months	18 months	12 months
Cash Severance Benefits	24 months of Base Salary and 2x target annual bonus for calendar year in which date of CIC Involuntary Termination occurs	18 months of Base Salary and 1x target annual bonus for calendar year in which date of CIC Involuntary Termination occurs	12 months of Base Salary and 1x target annual bonus for calendar year in which date of CIC Involuntary Termination occurs
COBRA CIC Payment Period (only applicable to Covered Employees)	Severance Period for CIC Involuntary Termination	Severance Period for CIC Involuntary Termination	Severance Period for CIC Involuntary Termination
Pay in lieu of Benefits (only applicable to Covered Canadian Employees)	7.5% of 24 months of Base Salary	7.5% of 18 months of Base Salary	7.5% of 12 months of Base Salary

Non-CIC Involuntary Termination

Benefits	Tiers
	Tier 1 Covered Employee	Tier 2 Covered Employee	Tier 3 Covered Employee
Severance Period	24 months	< 1 Year of Service as of date of Non-CIC Involuntary Termination: 6 months<br><br>≥ 1 Year of Service as of date of Non-CIC Involuntary Termination: 12 months	< 1 Year of Service as of date of Non-CIC Involuntary Termination: 3 months<br><br>≥ 1 Year of Service as of date of Non-CIC Involuntary Termination: 6 months
Cash Severance Benefits	24 months of Base Salary and a prorated annual bonus based on actual performance achievement and number of full days in position for calendar year in which date of Non-CIC Involuntary Termination occurs	Base Salary for the number of months in the applicable Severance Period and a prorated annual bonus based on actual performance achievement and number of full days in position for calendar year in which date of Non-CIC Involuntary Termination occurs	Base Salary for the number of months in the applicable Severance Period and a prorated annual bonus based on actual performance achievement and number of full days in position for calendar year in which date of Non-CIC Involuntary Termination occurs
COBRA Payment Period (only applicable to Covered Employees)	Severance Period for Non-CIC Involuntary Termination	Severance Period for Non-CIC Involuntary Termination	Severance Period for Non-CIC Involuntary Termination
Pay in lieu of Benefits (only applicable to Covered Canadian Employees)	7.5% of 24 months of Base Salary	7.5% of Base Salary for the number of months in the applicable Severance Period	7.5% of Base Salary for the number of months in the applicable Severance Period

EX-10.2

Exhibit 10.2

PURSUIT ATTRACTIONS AND HOSPITALITY, INC.

EXECUTIVE SEVERANCE PLAN

Participation Agreement

Pursuit Attractions and Hospitality, Inc. (the “Company”) is pleased to inform you, David Barry, that you have been selected to participate in the Company’s Executive Severance Plan (the “Plan”) as a Tier 1 Covered Employee. A copy of the Plan was delivered to you with this Participation Agreement. Your participation in the Plan is subject to all of the terms and conditions of the Plan and this Participation Agreement. Any capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

In order to become a Covered Employee under the Plan, you must complete and sign this Participation Agreement and return it to Jamie Thorpe, SVP of People, no later than Tuesday, December 9, 2025.

The Plan describes in detail certain circumstances under which you may become eligible for Severance Benefits and the amount of those benefits. As described more fully in the Plan, you may become eligible for certain Severance Benefits applicable to Tier 1 Covered Employee if you experience either a CIC Involuntary Termination or a Non-CIC Involuntary Termination. For purposes of your participation in the Plan, the definitions of “Cause” and “Good Reason” shall be replaced and superseded by the following definitions:

“Cause” means (i) your willful and continued failure to perform the required duties of your position; (ii) your breach of your fiduciary duty to the Company, and/or any of its related or subsidiary companies; (iii) your material breach of the Pursuit Attractions and Hospitality, Inc. Code of Ethics, Always Honest policy, or other code of conduct in effect from time to time, provided that any fraudulent or dishonest act shall be considered material regardless of size, which, if curable, is not cured by you within fourteen (14) days after providing written notice thereof; (iv) your willful or gross misconduct; and/or (v) your conviction or guilty plea to a felony or to a misdemeanor involving an act or acts of fraud, theft or embezzlement.
“Good Reason” means, without your prior written consent: (i) the assignment to you of any duties materially inconsistent in any respect with your position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by you; (ii) a ten percent (10%) or greater reduction of your Base Salary or annual bonus opportunity; (iii) the Company requiring you to be based principally at any office or location other than Denver, Colorado or a fifty (50) mile radius thereof or the Company requiring you to travel to a substantially greater extent than required immediately prior to such change; or (iv) the failure or refusal of a successor to the Company to materially assume the Company’s obligations under each material agreement between you and the Company in the event of a Change in Control. In order to invoke a termination of employment for Good Reason, you must provide written notice to the Board of the existence of one or more of the conditions described in the foregoing clauses (i) through (iv) within ninety (90) days following your knowledge of the existence of such condition or conditions, and the Company shall have thirty (30) days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition. In the event that the Company fails to remedy the condition constituting Good Reason during the
Cure Period, you must terminate employment, if at all, within ninety (90) days following the end of Cure Period in order for such termination of employment to constitute a termination of employment for Good Reason.

In addition, in the event of a Non-CIC Involuntary Termination and notwithstanding Section 4.2.1(a) of the Plan, any cash Severance Benefits related to your Base Salary will be payable in the form of a cash lump sum, subject to all other terms and conditions of the Plan.

In order to receive any Severance Benefits for which you otherwise become eligible under the Plan, you must (i) sign and deliver to the Company the Release, which must have become effective and irrevocable, (ii) resign as a member of the Board, and (iii) otherwise comply with the requirements under the Plan.

In the event of a termination of your employment due to your death or Disability, subject to you or your estate or beneficiaries, as applicable, complying with the Release requirement set forth in Section 5.1 of the Plan, you or your estate or beneficiaries, as applicable, will receive the Severance Benefits set forth in the Plan with respect to a Non-CIC Involuntary Termination, in accordance with the timing and other terms and conditions set forth in the Plan and this Participation Agreement applicable to the receipt of such Severance Benefits. For purposes hereof and your participation in the Plan, the definition of “Disability” shall be replaced and superseded by the following: “Disability” means, due to any physical or psychological incapacity, you are unable to perform all of your essential duties and responsibilities (notwithstanding the provision of any reasonable accommodation) for a period of 180 continuous days.

In accordance with the Plan, the benefits, if any, provided under the Plan and this Participation Agreement are intended to be the exclusive benefits for you related to your Involuntary Termination or a termination of your employment due to your death or Disability and shall supersede and replace, except as provided in the Plan, any severance benefits for which you otherwise would be eligible under any other Company severance policy, plan, agreement or other arrangement (whether or not subject to ERISA). Without limiting the generality of the foregoing, you agree that the Plan and this Participation Agreement together supersede and replace in its entirety that certain Amended and Restated Severance Agreement, made and entered into as of October 20, 2024, by and between you and the Company.

PURSUIT ATTRACTIONS AND HOSPITALITY, INC.<br><br><br><br>/s/ Jamie Thorpe<br><br>Signature<br><br>Name: Jamie Thorpe<br><br>Title: Senior Vice President, People<br><br>Date:12/9/2025	COVERED EMPLOYEE<br><br><br><br>/s/ David W. Barry<br><br>Signature<br><br>Name: David W. Barry<br><br>Title: President and Chief Executive Officer<br><br>Date:12/9/2025

Attachment: Pursuit Attractions and Hospitality, Inc. Executive Severance Plan