Exhibit
10.38


 


July
24, 2002


 


Mr.
Jim Lacey


2644
E. Chalet Circle


Sandy,
Utah 84093


 


Dear
Jim,


 


I
am delighted you have elected to join us at American Skiing Company.  I have modified the term sheet below to
reflect the adjustments we agreed to over the weekend.


 


	
  Position Title:

  	
   

  	
  Senior
  Vice President of Sales and Marketing

  
	
   

  	
   

  	
   

  
	
  Position
  Entails:

  	
   

  	
  Creating and implementing
  a corporate marketing vision that promotes ski vacations, learn to ski and
  snowboard programs, conference business and real estate sales.  Reengineer corporate marketing strategies,
  develop e-commerce marketing and sales strategy, have the ability to
  influence, direct and problem negotiate with large groups of staff.  Responsibilities include development of
  human capital, communication to groups of internal and external stakeholders
  along with approval and management of the company’s marketing budget.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Position will be responsible for the oversight and
  management of the Company’s partnership marketing program, database marketing
  efforts, public relations and communications.  Position will also be responsible for the strategic direction
  and development of the Resort sales and marketing plans.

  
	
   

  	
   

  	
   

  
	
  Position Reports To:

  	
   

  	
  William
  J. Fair, President and CEO

  
	
   

  	
   

  	
   

  
	
  Location:

  	
   

  	
  136
  Heber Avenue, #303, Park City, UT 84060

  



 

















 


	
  Start Date:

  	
   

  	
  August
  19, 2002

  
	
   

  	
   

  	
   

  
	
  Annual Salary:

  	
   

  	
  $240,000

  
	
   

  	
   

  	
   

  
	
  Target
  Incentive Bonus:

  	
   

  	
  Level #4; 30% of
  base compensation, as part of the ASC Incentive Compensation Plan.  Maximum payment under this plan, based
  upon resort and company-wide over-performance, is equal to 150% of bonus
  potential, or 45% of base compensation. 
  Based upon your start date, you will be eligible for full
  participation in the incentive program for Fiscal Year 2003, which commences
  on August 1, 2002.

  
	
   

  	
   

  	
   

  
	
  Long
  Term Incentive Plan:

  	
   

  	
  Position is
  eligible for participation in the Company’s Phantom Equity Plan. The level of
  participation shall be at 7.5% of the total pool amount. Vesting of
  participation rights in the plan shall be on an annual basis in four equal
  increments of 25% commencing on the first anniversary of your hire date.  Terms of the Phantom Equity Plan shall be
  governed by the Phantom Equity Agreement approved by the Company’s Board of
  Directors.

  
	
   

  	
   

  	
   

  
	
  Contract
  Term:

  	
   

  	
  Two years with
  two options to extend for two years per extension.  Severance protection under the contract will be equal to six
  months of annual base salary.

  
	
   

  	
   

  	
   

  
	
  Other:

  	
   

  	
  Company will
  provide employee with a company car consistent with its then current
  automobile sponsorship agreement.

  



 


Along
with this offer, after satisfying the required eligibility periods, you will be
eligible to participate in the American Skiing Company’s benefit programs
including health, life and dental insurance, and 401(k) program.  You will also be entitled to participate in
other benefit programs including skiing/snowboarding privileges, Perfect Turn
clinics, vacation, and holiday pay, as well as discounts at ASC retail stores
and restaurants.


 


2

















 


I
truly look forward to working with you. 
If this term sheet is consistent with our understanding, please sign and
return to me no later than July 26, 2002. 
Please feel free to contact me with any questions you may have at (435)
615-0384.


 


Sincerely,


 


	
  AMERICAN SKIING COMPANY

  
	
   

  
	
  /s/  William J. Fair

  
	
  William
  J. Fair

  
	
  President
  and CEO

  



 


WJF/pe


 


cc:           Personnel File


 


AGREED AND ACCEPTED


 


	
  /s/ James P. Lacey

  	
   

  
	
  Jim Lacey

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date

  	
   

  



 


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