Exhibit 10.1


    
      

    

    EXHIBIT
      10.1

    AMENDMENT
      TO EMPLOYMENT AGREEMENT

    


    This
      AMEDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is made and entered into as
      of August 6, 2007 (the “Effective Date”), by and between VAIL RESORTS
      DEVELOPMENT COMPANY (“VRDC”), a wholly-owned subsidiary of VAIL RESORTS, INC.
      (“VRI”), and Keith Fernandez (“Executive”).

    


    RECITALS

    


    A. VRDC
      and
      Executive entered into that certain Employment Agreement, dated as of May 4,
      2006 (the “Original Agreement”), in connection with Executive’s appointment as
      President and Chief Operating Officer of VRDC; and

    


    B. VRDC
      and
      Executive desire
      to
      amend the Original Agreement.

    


    NOW,
      THEREFORE, the parties hereto agree as follows:

    


    1. Section
      2(d) of the Original Agreement is hereby deleted and replaced in its entirety
      as
      follows: 

    


    (d) Long
      Term Incentive Compensation.
      On the
      Effective Date (the “Grant Date”), Executive shall be entitled to receive
      certain grants of VRI Restricted Stock Units (“RSUs”), subject to the terms of
      the VRI Amended and Restated 2002 Long Term Incentive and Share Award Plan
      (or
      such successor equity compensation plan, together, the “Equity Compensation
      Plan”) and the agreement provided pursuant thereto, as follows: (1) a grant of
      RSUs with a value of $150,000 (calculated using the Company’s standard valuation
      methodology) in respect of services performed by Executive for the fiscal year
      ended July 31, 2007, which shall vest immediately upon grant, and
      (2)
      a grant
      of RSUs,
      with
      a
      value of
      $300,000 (calculated using the Company’s standard valuation
      methodology)
      which
      shall vest in two equal increments,
      1/2 on the first anniversary of the Grant Date and 1/2 on the second anniversary
      of the Grant Date. Thereafter,
      each year commencing on or about October 2007 or such other
      date as
      determined by the Compensation Committee of the Board of Directors of
      VRI
      (the
“Compensation Committee”),
      the
      Executive shall receive an equity incentive grant, in such form as determined
      by
      the Compensation Committee, under and subject to the terms of the Equity
Compensation
      Plan and the agreement provided pursuant thereto, in a value of $450,000 (using
      the Company’s standard valuation methodology), as such value and terms,
      including the period of vesting, may
      be
      adjusted by the Compensation Committee in their sole discretion.  

    


    2. The
      Original Agreement is hereby amended throughout to replace the words “restricted
      VRI shares” and “restricted shares” with the term RSUs as defined in Section
      2(d) of the Original Agreement, as amended by this Amendment.

    


    3.
       Except
      as
      modified by this Amendment, the Original Agreement shall remain in full force
      and effect.

     

    4. This
      Amendment may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one
      instrument.

    


    5.
       The
      internal laws of the State of Colorado law shall govern the construction and
      enforcement of this Amendment.


    [Signature
      Page Follows]

    
      
        
        

      

      
        
        

        
        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
      day
      of the date first written above.

     

     

    VAIL
      RESORTS DEVELOPMENT COMPANY:

    


    


    By:/s/
      Robert A. Katz

    Robert
      A.
      Katz, Chief Executive Officer

     

    


    EXECUTIVE:

    


    


    /s/
      Keith Fernandez 

    Keith
      Fernandez