Exhibit
10.36


 


PWRW&G DRAFT


12/20/01


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


EXECUTIVE EMPLOYMENT
AGREEMENT, made as of July 30, 2001 by and between AMERICAN SKIING COMPANY, a
Delaware corporation (the “ Company”), and Foster A. Stewart, Jr. (the
“Executive”).


 


WHEREAS, the Company
desires to employ the Executive and the Executive desires to continue to be so
employed, on the terms and subject to the conditions set forth in this
agreement (the “Agreement”);


 


NOW, THEREFORE, in
consideration of the mutual covenants set forth herein and for other good and
valuable consideration the parties hereto hereby agree as follows:


 


1.                                       Employment:
Term.  The Company hereby agrees to
continue to employ the Executive, and the Executive agrees to continue to be so
employed by the Company, upon the terms and subject to the conditions set forth
herein, commencing as of July 30, 2001 (the “Commencement Date”) and ending on
July 29, 2003 or, in the event of the Executive’s relocation to Salt Lake City
in connection with his employment hereunder, July 29, 2004, in either case
unless earlier terminated in accordance with Section 4 of this Agreement; provided,
however, that such term shall automatically be extended for additional
one (1) year periods unless, not later than sixty (60) days prior to the
expiration of the initial period (or any extension thereof pursuant to this
Section 1), either party hereto shall provide written notice of its or his
desire not to extend the term hereof to the other party hereto (the initial
period together with each one-year extension shall be referred to hereinafter
as the “Term”).


 


2.                                       Position:  Conduct.


 


(a)                                  During
the Term, the Executive will hold the title and office of, and serve as a
Senior Vice President of the Company and the Company’s General Counsel.  The Executive shall be responsible for the
management of the legal department of the Company and of American Skiing
Company Resort Properties, Inc. (“ASCRP”). The Executive shall undertake the
responsibilities and exercise the authority customarily performed, undertaken
and exercised by persons situated in a similar executive capacity, and shall
perform such other specific duties and services (including service as an
officer, director or equivalent position of any direct or indirect subsidiary
without additional compensation) as the Board of Directors of the Company (the
“Board”) or Chief Executive Officer of the Company (the “CEO”) shall reasonably
request.  The Executive shall report
directly to the CEO of the Company. During the Term, the Company shall provide
the Executive with executive office space and administrative and secretarial
assistance and other support services consistent with his position.


 


(b)                                 During
the Term, the Executive agrees to devote his full business time and best
efforts and attention to the business and affairs of the Company and to
faithfully and diligently perform, to the best of his ability, all of his
duties and responsibilities hereunder. 
Nothing in this Agreement shall preclude the Executive from devoting
reasonable time and 


 

















 


attention to (i) serving,
with the approval of the Board or CEO, as a director, trustee or member of any
committee of any organization, (ii) engaging in charitable and community
activities and (iii) managing his personal investments and affairs; provided
that such activities do not involve any material conflict of interest with the
interests of the Company or, individually or collectively, interfere materially
with the performance by the Executive of his duties and responsibilities under
this Agreement.  Notwithstanding the
foregoing and except as expressly provided herein, during the Term, the
Executive may not accept employment with any other individual or entity, or
engage in any other venture which is directly in conflict or competition with
the business of the Company.


 


(c)                                  Subject
to the provisions of Section 3(h) hereof, the Executive’s office and place of
rendering his services under this Agreement shall (i) from the Commencement
Date through no later than April 30, 2002 (or July 31 in the event the
Executive delivers a notice of failure to relocate described in this Section
2(c)) be the offices of the Company in Portland, Maine and (ii) from April 30,
2002 through the end of the Term the offices of the Company in the Salt Lake
City, Park City, Utah area.  Under no
circumstances shall the Executive be required to relocate from the Salt Lake
City, Park City Utah area after April 30, 2002 or provide services under this
Agreement in any other location other than in connection with reasonable and customary
business travel.   Upon relocation to
the Salt Lake City, Park City, Utah area, the Executive shall promptly apply
for admission to the bar of the State of Utah and shall take all reasonable and
necessary steps to ensure that he is admitted to practice law in the State of
Utah within a reasonable period of time following such relocation.


 


3.                                       Salary:  Additional Compensation: Perquisites and
Benefits.


 


(a)                                  Salary.  During the Term, the Company shall pay the
Executive a base salary (the “Base Salary”) at an annual rate of not less than
$180,000.  Subject to annual review,
such Base Salary may be increased from time to time but in no event shall be
decreased without the prior consent of the Executive.  Base Salary shall be paid in periodic installments in accordance
with the Company’s standard practice, but not less frequently than
semi-monthly.  The Company acknowledges
that the Executive has not yet received an annual review or salary increase for
the Company’s 2001 fiscal year.


 


(b)                                 Bonus.  For each fiscal year (August 1st
through July 31st) during the Term, the Executive shall be eligible
to receive a bonus from the Company (the “Annual Bonus”).  The award and amount of the Annual Bonus
shall be contingent upon the Company’s achievement of predefined operating or
performance goals and other criteria established by the Compensation Committee
of the Board consistent with the adopted annual incentive plan program of the
Company, which shall give the Executive the opportunity to earn a maximum
Annual Bonus equal to 40% of Base Salary. 
For the avoidance of doubt it is agreed and understood that the
Executive shall be eligible to receive a bonus from the Company with respect to
the fiscal year ending July 31, 2001 at a target level of 20% of Base Salary to
be determined pursuant to the terms of the Company’s bonus program in effect as
of the date such bonus is paid. 
Furthermore, notwithstanding anything to the contrary in the Company’s
bonus program, Executive shall be eligible to receive his Annual Bonus for the
Company’s 2002 fiscal year so long as Executive has remained employed with the
Company through July 31, 2002, notwithstanding his departure from the Company
subsequent to such date.


 


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(c)                                  Employee
Benefits.  During the Term, the
Executive shall participate in all plans now existing or hereafter adopted by
the Company for its management employees or the general benefit of its
employees, such as any pension, profit-sharing, bonuses, stock option or other
incentive compensation plans, life and health insurance plans, or other
insurance plans and benefits on the same basis and subject to the same
qualifications as other senior executive officers.


 


(d)                                 Equity.


 


(i)                                     The
Executive shall be eligible for participation in the Company’s Phantom Equity
Plan, as amended from time to time by the Compensation Committee of the Board
(the “Equity Plan”) at a participation percentage equal to seven and one-half
percent (7.5%).  The terms of such
participation shall be governed by the Equity Plan and an award agreement
entered into by and between the Executive and the Company.


 


(ii)                                  The
Executive has previously been granted options to purchase a 14,000, 20,000 and
60,000 shares of the Company’s common stock on October 22, 1998, January 27,
2000 and September 28, 2000 respectively. 
The terms and conditions of each such option grant shall continue to be
governed by the Stock Option Agreements executed by and between the Company and
the Executive dated as of  October 22,
1998, January 27, 2000 and September 28, 2000, respectively.


 


(e)                                  Expenses.  The Company shall reimburse the Executive,
in accordance with its standard policies from time to time in effect, for all
out-of-pocket business expenses as may be incurred by the Executive in the
performance of his duties under this Agreement. Such reimbursement shall
include, but not be limited to, (i) Maine and Utah bar fees and state bar
association dues (including dues for any committee or section memberships),
(ii) all costs of the bar review course(s) in the State of Utah reasonably
deemed necessary or appropriate by Executive, (iii) cost of the State of Utah
bar exam, (iv) American Bar Association dues, including any section or
committee memberships, and (v) continuing legal education credit courses
required to maintain bar admission in Maine and Utah, including travel and
lodging to and from the same.


 


(f)                                    Vacation.  The Executive shall be entitled to vacation
time to be credited and taken in accordance with the Company’s policy from time
to time in effect for senior executives, which in any event shall not be less
than a total of four (4) weeks per calendar year.


 


(g)                                 Indemnification.  To the fullest extent permitted by
applicable law, the Executive shall be indemnified and held harmless by the
Company against any and all judgments, penalties, fines, amounts paid in
settlements, and other reasonable expenses (including, without limitation,
reasonable attorney’s fees and disbursements) actually incurred by the
Executive in connection with any threatened, pending or completed action, suit
or proceeding (whether civil, criminal, administrative, investigative or other)
relating to or in connection with any action or omission in his capacity as a
director, officer, attorney or employee of the Company except any action which
would otherwise constitute “Cause” (as such term is defined in Section 4(b)(ii)
or 4(b)(iii) of this Agreement). The Company shall maintain Directors and
Officers Insurance in accordance with past practices, which policies shall
include coverage for 


 


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any liability resulting
from Executive’s rendering of legal opinions in the course of his duties under
Section 2(a) hereof or as otherwise requested by the Company.  Indemnification under this Section 3(g)
shall be in addition to, and not in lieu of, any other indemnification by the
Company of it’s officers and directors.


 


(h)                                 Relocation
and Housing.


 


(i)                                     The
Executive shall relocate to the Salt Lake City, Park City, Utah area not later
than April 30, 2002; provided; however, that in the event the
Executive shall provide written notice to the Company of his intention not to
relocate (“Relocation Refusal Notice”) on or prior to April 30, 2002, and
continues in the employ of the Company through July 31, 2002 (unless earlier
terminated by the Company other than for Cause (as such term is defined in
Section 4(b)(ii) or 4(b)(iii) of this Agreement), or on account of the
Executive’s death or Disability), then upon his termination following the
delivery of such Relocation Refusal Notice he shall receive a lump sum payment
equal to 90 days of Base Salary.  Upon a
termination pursuant to this Section 3(h)(i) the Executive shall not be entitled
to any other payments or benefits that might otherwise be provided by Section 4
of this Agreement, other that those provided under Section 4(c) and 4(h)
hereof, provided, further, that in no manner shall the foregoing
restrict any payments which may be due or become due under the Retention Letter
as defined below.


 


(ii)                                  In
connection with the Executive’s relocation to the Salt Lake City, Park City,
Utah area, the Company shall reimburse the Executive for reasonable relocation
expenses in connection with his relocation to the Salt Lake City, Park City
Utah area in accordance with the Company’s executive relocation policy.  In addition, if, and only if, the Executive
relocates to the Salt Lake City, Park City Utah area and does not deliver a
Relocation Refusal Notice, from April 30, 2002 (or such earlier date as may be
agreed by the parties) through the last day of the Term (without regard to any
extension thereof pursuant to the last sentence of Section 1 of this Agreement)
the Company shall reimburse the Executive for housing costs for a residence in
the Salt Lake City, Park City, Utah area not to exceed $2,500 per calendar
month


 


(i)                                     Retention.
This Agreement shall not in anyway limit or reduce the obligations of the
Company with respect to the Executive and/or the Executive’s rights with respect
to the Company set forth in the retention memorandum dated June 11, 2001 (the
“Retention Letter”), which Retention Letter is annexed hereto as Exhibit
“A”.   Notwithstanding the previous
sentence and for the avoidance of doubt: (A) the term “cause” as used in said
Retention Letter shall have the meaning ascribed to such term in Section 4(b)
hereof, (B) the phrase “current base salary” shall mean $180,000, (C) the
provisions of Section 10(b) and (c) of this Agreement shall apply to the
Retention Letter as if such provisions were contained therein and (D)
termination of this Agreement by the Executive for Good Reason, by the Company
without Cause or following the death or Disability of the Executive shall each
constitute “involuntary termination, other than for cause” for purposes of the
Retention Letter.


 


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4.                                       Termination
and Severance.


 


(a)                                  Death
or Disability.  The Term shall
terminate immediately upon the Executive’s death or, upon thirty (30) days
prior written notice by the Company, in the case of a determination of the
Executive’s Disability.  As used herein
the term “Disability” means the Executive’s inability to perform his duties and
responsibilities under this Agreement for a period of more than 120 consecutive
days, or for more than 180 days, whether or not continuous, during any 365-day
period, due to physical or mental incapacity or impairment.  A determination of Disability will be made
by a physician reasonably satisfactory to both the Executive and the Company
and paid for by the Company whose decision shall be final and binding on the
Executive and the Company; provided  that if the parties cannot
agree as to a physician, then each shall select and pay for a physician and
these two together shall select a third physician whose fee shall be borne
equally by the Executive and the Company and whose determination of Disability
shall be binding on the Executive and the Company.


 


If the Term is terminated
upon the Executive’s death or Disability, the Company shall pay to the
Executive’s estate or the Executive, as the case may be, a lump sum payment
equal to (i) the Executive’s Base Salary through such termination date, (ii) a
pro rata portion of the Executive’s Annual Bonus with respect to the fiscal year
in which the termination occurred plus (iii) any accrued but unpaid vacation
through the date of such termination.


 


(b)                                 Termination
for Cause.  The Term may be
terminated by the Company upon notice (as set forth in this Section 4(b)) to
the Executive upon the occurrence of any event constituting “Cause” as defined
below.  If the Term is terminated by the
Company for Cause, the Company will pay the Executive an aggregate amount equal
to the Executive’s accrued and unpaid Base Salary and vacation pay through the
date of such termination.  For purposes
of this Agreement, “Cause” shall mean the Executive’s (i) willful and
intentional failure or refusal to perform or observe any of his material
duties, responsibilities or obligations set forth in this Agreement; provided,
however, that the Company shall not be deemed to have Cause pursuant to
this clause (i) unless the Company gives the Executive written notice that the
specified conduct has occurred and making specific reference to this Section
4(b)(i) and the Executive fails to cure the conduct within thirty (30) days
after receipt of such notice; (ii) any willful and intentional act of the
Executive involving malfeasance, fraud, theft, misappropriation of funds,
embezzlement or dishonesty relating to the Company; or (iii) the Executive’s
conviction of, or a plea of guilty or nolo contendere to, an offense which is a
felony in the jurisdiction involved or any felony or misdemeanor involving
misappropriation of Company property.


 


Termination of the
Executive for Cause shall be communicated by a Notice of Termination.  For purposes of this Agreement, a “Notice of
Termination” shall mean delivery to the Executive of a copy of a resolution
duly adopted by the affirmative vote of the majority of the entire membership
of the Board that the Executive was guilty of conduct constituting Cause and
specifying the particulars thereof in detail, including, with respect to any
termination based upon conduct described in clause (i) above, that the
Executive failed to cure such conduct during the thirty-day period following
the date on which the Company gave written notice of the conduct referred to in
such clause (i).  For purposes of this
Agreement, no such purported termination of the Executive’s employment shall be
effective without such Notice of Termination.


 


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(c)                                  Termination
by the Executive without Good Reason. 
If the Term is terminated by the Executive other than because of death,
Disability or for Good Reason (as such term is defined in Section 4(e) hereof),
the Company shall pay to the Executive an aggregate amount equal to the
Executive’s accrued and unpaid Base Salary and vacation through the date of
such termination, together with any payments due under Section 3(h)(i) hereof.


 


(d)                                 Termination
By the Company without Cause (other than on account of death or Disability) or
by the Executive for Good Reason. If the Term is terminated by the Company
without Cause (other than by reason of death or Disability), or if the
Executive terminates the Term for Good Reason (as defined below), the Company
shall pay the Executive a lump sum equal to one times the sum of (i) the
Executive’s Base Salary as in effect on the date of such termination and (ii)
the amount of the Executive’s Annual Bonus for the fiscal year preceding such
Termination.  In addition, the Company
shall continue in effect the Executive’s health benefits at the Company’s
expense until the earlier of: (x) 180 days following such termination or (y)
the date on which the Executive obtains comparable or superior health insurance
coverage from a subsequent employer.


 


(e)                                  Definition.  For purposes of this Agreement:


 


(i)                                     “Good
Reason” shall mean the occurrence of any of the following, without the prior
written consent of the Executive:  (A)
assignment of the Executive of duties materially inconsistent with the
Executive’s position as described in Section 2(a) hereof, (B) any significant
diminution in the Executive’s duties or responsibilities, other than in
connection with the termination of the Executive’s employment for Cause,
Disability or as a result of the Executive’s death or by the Executive other
than for Good Reason; (C) the change in the location of the Company’s principal
executive offices or the Executive’s principal place of employment to a
location outside the Salt Lake City, Park City, Utah area (other than Portland
Maine at anytime prior to the Executive’s relocation to the Salt Lake City,
Park City, Utah area) or (D) the material breach by the Company of this
Agreement; provided, however, that Good Reason shall not exist
pursuant to this clause unless the Executive gives the Company written notice
that the specified conduct or breach has occurred and the Company fails to cure
the conduct or breach within thirty (30) days of receipt of such notice.


 


(f)                                    Mitigation.  Under no circumstances shall the Executive,
upon termination of his employment hereunder, be required to seek alternative
employment and, in the event the Executive does secure other employment, no
other compensation or other benefits received in respect of such employment
shall be set-off or in any other way limit or reduce the obligations of the
Company under this Section 4.


 


(g)                                 Taxes.  Notwithstanding the previous provisions, if
payments made pursuant to this Section 4 are considered “parachute payments”
under Section 280G of the Internal Revenue Code of 1986, as amended (the
“Code”) then the sum of such parachute payments plus any other payments made by
the Company to the Executive which are considered parachute payments shall be
limited to the greatest amount which may be paid to the Executive under Section
280G without causing any loss of deduction to the Company under such section;
but only if, by reason of such reduction, the net after tax benefit of
Executive shall exceed the net after tax benefit if such reduction were not
made.  “Net after tax benefit” for
purposes of this 


 


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Agreement shall mean the
sum of (i) the total amounts payable to Executive under Section 4, plus (ii)
all other payments and benefits which the Executive receives or then is
entitled to receive from the Company that would constitute a “parachute
payment” within the meaning of Section 280G of the Code, less (iii) the amount
of federal income taxes payable with respect to the foregoing calculated at the
minimum marginal income tax rate for each year in which the foregoing shall be
paid to Executive (based upon the rate in effect for such year as set forth in
the Code at the time of termination of Executive’s employment), less (iv) the
amount of excise taxes imposed with respect to the payments and benefits
described in (i) and (ii) above by Section 4999 of the Code.


 


(h)                                 Skiing
Privileges.  Upon termination of this
agreement for any reason other than by the Company for Cause, the Company shall
issue to the Executive, his spouse and dependents seasons passes at the Company
owned or operated resort of Executive’s choice good for two (2) years following
such termination.


 


5.                                       Confidential
Information.


 


The Executive
acknowledges that the Company and its subsidiaries or affiliated ventures
(“Company Affiliates”) own and have developed and compile, and will in the
future own, develop and compile certain Confidential Information and that
during the course of his rendering services hereunder Confidential Information
will be disclosed to the Executive by the Company Affiliates.  The Executive hereby agrees that, during the
Term and thereafter, he will not use or disclose, furnish or make accessible to
anyone, directly or indirectly, any Confidential Information of Company
Affiliates; provided, however, that the foregoing restriction
shall not limit the Executive’s ability to use his experience as a general
counsel in subsequent employment.


 


As used herein, the Term
“Confidential Information” means any trade secrets, confidential or proprietary
information, or other knowledge, know-how, information, documents or materials,
owned developed or possessed by Company Affiliate pertaining to its businesses
the confidentiality of which such company takes reasonable measures to protect,
including, but not limited to, trade secrets, techniques, know-how (including
designs, plans, procedures, processes and research records), software, computer
programs, innovations, discoveries, improvements, research, developments, test
results, reports, specifications, data, formats, marketing data and business
plans and strategies, agreements and other forms of documents, expansion plans,
budgets, projections, and salary, staffing and employment information.  Notwithstanding the foregoing, Confidential
Information shall not in any event include information which (i) was generally
known or generally or generally available to the public prior to disclosure to
the Executive, (ii) becomes generally known or generally available to the
public subsequent to its disclosure to the Executive through no wrongful act of
the Executive, (iii) is or becomes available to the Executive from sources
other than the Company Affiliates which sources are not known to the Executive
to be under any duty of confidentiality with respect thereto, (iv) the
Executive is required to disclose by applicable law or regulation or by order
of any court or federal, state or local regulatory or administrative body
(provided that the Executive provides the Company with prior notice of the
contemplated disclosure and reasonably cooperates with the Company, at the
Company’s sole expense, in seeking a protective order or 


 


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other appropriate
protection of such information) or (v) known to Executive prior to his
employment with the Company.


 


6.                                       Nonsolicitation.


 


(a)                                  The
Executive recognizes and acknowledges that the services to be performed by him
hereunder are special, unique and extraordinary and the Executive further
acknowledges and recognizes the highly competitive nature of the business of
the Company.  Executive understands that
the provisions of this Section 6 may limit Executive’s ability to earn a
livelihood in a business similar to the business of the Company but
nevertheless agrees and hereby acknowledges that (i) such provisions do not
impose a greater restraint than is necessary to protect the goodwill or other
business interests of the Company, (ii) such provisions contain reasonable
limitations as to time and scope of activity to be restrained, (iii) such
provisions are not harmful to the general public, (iv) such provisions are not
unduly burdensome to Executive, and (v) the consideration provided hereunder is
sufficient to compensate Executive for the restrictions contained in such
provisions.  In consideration thereof
and in light of Executive’s education, skills and liabilities, Executive agrees
that Executive will not assert in any forum that such provisions prevent
Executive from earning a living or otherwise are void or unenforceable or
should be held or unenforceable. 
Accordingly, Executive agrees that during the Employment Term and for a
period of twelve (12) months following termination of employment (the
“Restrictive Period”), Executive will not (i) directly or indirectly
solicit or encourage any employee of the Company to leave the employment of the
Company, and (ii) directly or indirectly, solicit or encourage to cease to
work with the Company any consultant then under contract with the Company.


 


(b)                                 It
is expressly understood and agreed that although Executive and the Company
consider the restrictions contained in this Section 6 to be reasonable, if a
final judicial determination is made by a court of competent jurisdiction that
the time or territory or any other restriction contained in the Agreement is an
unenforceable restriction against Executive, the provisions of the Agreement
shall not be rendered void but shall be deemed amended to apply as to such
maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable.  Alternatively, if any court of competent jurisdiction finds that
any restriction contained in the Agreement is unenforceable, and such
restriction cannot be amended so as to make it enforceable, such finding shall
not affect the enforceability of any of the other restrictions contained
herein.


 


7.                                       Specific
Performance.


 


(a)                                  The
Executive acknowledges that the services to be rendered by him hereunder are of
a special, unique, extraordinary and personal character and that the Company
would sustain irreparable harm in the event of a violation by the Executive of
Section 5 or 6 of this Agreement. 
Therefore, in addition to any other remedies available, the Company
shall be entitled to specific enforcement and/or injunction from any court of
competent jurisdiction restraining the Executive from committing or continuing
any such violation of this Agreement without proving actual damages or posting
a bond or other security.  Nothing
herein shall be construed as prohibiting the Company from pursuing any other
remedies available to it for such breach or threatened breach, including the
recovery of damages.


 


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(b)                                 If
any of the restrictions on activities of the Executive contained in Section 6
hereof shall for any reason be held by a court of competent jurisdiction to be
excessively broad, such restrictions shall be construed so as thereafter to be
limited or reduced to be enforceable to the maximum extent comparable with the
applicable law as it shall then appear; it being understood that by the
execution of this Agreement the parties hereto regard such restrictions as reasonable
and compatible with their respective rights.


 


8.                                       Withholding.  The parties agree that all payments to be
made to the Executive by the Company pursuant to the Agreement shall be subject
to all applicable withholding obligations of such company.


 


9.                                       Notices.  All notices required or permitted hereunder
shall be in writing and shall be deemed given and received when delivered
personally, four (4) days after being mailed if sent by registered or certified
mail, postage pre-paid, or by one (1) day after delivery if sent by air courier
(for next-day delivery) with evidence or receipt thereof or by facsimile with
receipt confirmed by the addressee. 
Such notices shall be addressed as follows:  (i) if to the Executive, to the address of the Executive on file
with the personnel records of the Company; (ii) if to the Company, at the
principal executive offices of the Company, to the attention of the Chief
Executive Officer; or (iii) to any other address of which such party may have
given notice to the other parties in the manner specified above.


 


10.                                 Miscellaneous.


 


(a)                                  This
Agreement is a personal contract calling for the provisions of unique services
by the Executive, and the Executive’s rights and obligations hereunder may not
be sold, transferred, assigned, pledged or hypothecated by the Executive.  The rights and obligations of the Company
hereunder will be binding upon and run in favor of their respective successors
and assigns.


 


(b)                                 This
Agreement shall be governed by and construed and enforced in accordance with
the internal laws of the State of Maine, without regard to conflict of laws
principles.


 


(c)                                  Any
controversy arising out of or relating to this Agreement or any breach hereof
shall be settled by arbitration in Portland, Maine (or, following relocation by
Executive, Salt Lake City, Utah) by a single neutral arbitrator in accordance
with the Commercial Arbitration Rules of the American Arbitration
Association.  Judgement upon any award
rendered may be entered in any court having jurisdiction thereof, except in the
event of a controversy relating to any alleged violation by the Executive of
Section 6 or 7 hereof, in which case the Company shall be entitled to seek
injunction relief from a court of competent jurisdiction without the
requirement to seek arbitration.


 


(d)                                 The
headings of the various sections of this Agreement are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.


 


(e)                                  The
provisions of this Agreement which by their terms call for performance subsequent
to the expiration or termination of the Term shall survive such expiration or
termination.


 


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(f)                                    This
Agreement constitutes the entire agreement of the parties hereto with respect
to the subject matter hereof (other than any Stock Option Agreement entered
into by and between the Executive and the Company or the Retention Letter as
further described in Section 3(i) hereof and as annexed hereto as Exhibit “A”)
and supersedes all other prior agreements and undertakings, both written and
oral, among the parties with respect to the subject matter hereof, all of which
shall be terminated on the Commencement Date. 
In addition, that parties hereto hereby waive all rights such party may
have under all other prior agreements and hereto hereby waive all rights such
party may have under all other prior agreements and undertakings, both written
and oral, among the parties hereto, or among the Executive, with respect to the
subject matter hereof.


 


 


[SIGNATURE PAGE
FOLLOWS]


 


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  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
  /s/ Foster A. Stewart,
  Jr.

  	
   

  
	
   

  	
  Foster A. Stewart, Jr.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERICAN SKIING COMPANY

  
	
   

  	
   

  
	
   

  	
  /s/ William J. Fair

  	
   

  
	
   

  	
  By:  B.J. Fair, Chief Executive Officer

  



 


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