Unassociated Document


    


    [Employee
      Name]

    [Address]

    [City,
      State, Zip]

    


    


    RE: Grant
      of
      Stock Option

    


    Dear
      [Name of Employee]:

    


    Vail
      Resorts, Inc. (the "Company") is pleased to confirm, as you were advised on
      [date], that were granted an award of an Option on that date on the terms set
      forth herein. Your Option is granted pursuant to the Company's [insert
      applicable plan] Long Term Incentive and Share Award Plan, the terms of which
      are incorporated herein by reference. Capitalized terms used and not defined
      herein have the meanings set forth in the Plan.

    


    1. Option
      Terms.

    


    (a) Grant.
      On
      [date] (the "Grant Date"), you were granted an Option to purchase up to [Number]
      shares of the Company's Common Stock, having $.01 par value (the "Option
      Shares"), at an exercise price per Option Share equal to [Amount] (the "Exercise
      Price"), payable upon exercise as set forth in paragraph 3 below. Your Option
      will expire at the close of business on the tenth anniversary of the Grant
      Date
      (the "Expiration Date"), subject to earlier expiration in connection with the
      termination of your employment as provided below. Your Option is not intended
      to
      be an "incentive stock option" within the meaning of Section 422 of the Internal
      Revenue Code of 1986, as amended.

    


    (b) Exercisability/Vesting.
      Your
      Option will be exercisable only to the extent it has vested. Your Option will
      be
      vested with respect to 33-1/3% of the Option Shares (rounded to the nearest
      whole share) on each of the first through third anniversaries of the Grant
      Date,
      if and only if you have been continuously employed by the Company and/or its
      Subsidiaries from the date of this Agreement through such dates. Upon the
      termination of your employment for any reason, by you or by the Company and/or
      its Subsidiaries, with or without cause, all of your unvested options shall
      expire and be of no further force or effect. Any such termination shall not
      affect your vested options, which shall remain exercisable pursuant to paragraph
      1(c) below.

    


    (c) Exercise
      Upon Sale of the Company.
      

    


    (i) As
      used
      in this Agreement, "Sale of the Company" shall mean the acquisition of 90%
      of
      the Company's outstanding common stock pursuant to a merger, consolidation,
      business combination, purchase of stock, or otherwise that is approved by the
      Company's Board of Directors.

    


    (ii) In
      connection with the Sale of the Company, the Company may, on not less than
      20
      days' notice to you, provide that any portion of your vested Options which
      have
      not been exercised prior to or in connection with the Sale of the Company will
      be forfeited. In lieu of requiring such exercise, the Company may: (1) provide
      for the cancellation of the exercisable portion of your Option in exchange
      for a
      payment equal to the excess (if any) of the consideration per share of Common
      Stock receivable in connection with such Sale of the Company over the exercise
      price; and/or (2) provide for the cancellation of the non-vested portion of
      your
      Option in exchange for the creation of a cash escrow account in lieu thereof
      in
      an amount equal to the excess (if any) of the consideration per share of Common
      Stock receivable in connection with such Sale of the Company over the Exercise
      Price, which amount, plus accrued interest thereon, shall be paid to you
pro
      rata
      over the
      time periods and in the same percentages as such canceled unvested Options
      would
      have vested in accordance with the provisions of Section 1(b) above and subject
      to the same termination and forfeiture provisions of Section 1(d) below and
      to
      the other terms and provisions of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (d) Termination
      of Option.
      In no
      event shall any part of your Option be exercisable after the Expiration Date
      set
      forth in paragraph 1(a). If your employment with the Company and/or its
      Subsidiaries terminates for any reason, that portion of your Option that is
      not
      vested and exercisable on the date of termination of your employment shall
      expire and be forfeited. The portion of your Option that is vested and
      exercisable on the date of such termination shall, to the extent not theretofore
      exercised, expire on the 90th
      day
      after
      such date of termination. 

    


    2. Procedure
      for Option Exercise.

    


    You
      may,
      at any time or from time to time, to the extent permitted hereby, exercise
      all
      or any portion of your vested portion of your Option by delivering, to the
      attention of the Company's General Counsel at the address set forth in paragraph
      8 below, written notice to the Company accompanied by payment in full, in a
      manner acceptable to the Company, of an amount equal to the product of the
      Exercise Price and the number of Option Shares to be acquired. The Company
      may
      delay effectiveness of any exercise of your Option for such period of time
      as
      may be necessary to comply with any legal or contractual provisions to which
      it
      may be subject relating to the issuance of its securities, it being understood
      that such exercise shall be effective immediately upon completion of such
      compliance notwithstanding the occurrence of the Expiration Date.

    


    3. Option
      Not Transferable.

    


    Your
      Option is personal to you and is not transferable by you, other than by will
      or
      by the laws of descent and distribution. During your lifetime, only you (or
      your
      guardian or legal representative) may exercise your Option. In the event of
      your
      death, your Option may be exercised only by the executor or administrator of
      your estate or the person or persons to whom your rights under the Option shall
      pass by will or by the laws of intestate succession.

    


    4. Conformity
      with Plan.

    


    Your
      Option is intended to conform in all respects with, and is subject to, all
      applicable provisions of the Plan, the terms and conditions of which are
      incorporated herein by reference. Any inconsistencies between this Agreement
      and
      the Plan shall be resolved in accordance with the Plan. By executing and
      returning a copy of this Agreement, you acknowledge your receipt of this
      Agreement and the Plan and agree to be bound by all the terms of this Agreement
      and the Plan.

    


    5. Rights
      of Participants. 

    


    Nothing
      in this Agreement shall interfere with or limit in any way the right of the
      Company and/or its Subsidiaries to terminate your employment at any time (with
      or without cause), or confer upon you any right to continue in the employ of
      the
      Company and/or its Subsidiaries for any period of time or to continue to receive
      your current (or other) rate of compensation. Nothing in this Agreement shall
      confer upon you any right to be selected to receive additional awards under
      the
      Plan or otherwise.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6. Withholding
      of Taxes.

    


    The
      Company may, if necessary or desirable, withhold from any amounts due and
      payable to you by the Company or a Subsidiary (or secure payment from you in
      lieu of withholding) the amount of any withholding or other tax due from the
      Company or Subsidiary with respect to the issuance or exercise of your Option,
      and the Company may defer such issuance or exercise unless indemnified by you
      to
      its satisfaction against the payment of any such amount.

    


    7. Adjustments.

    


    In
      the
      event that the Committee shall determine that any dividend in Shares,
      recapitalization, Share split, reverse split, reorganization, merger,
      consolidation, spin-off, combination, repurchase, share exchange, or other
      similar corporate transaction or event affects the Shares such that an
      adjustment is appropriate in order to prevent dilution or enlargement of your
      rights under this Option, then the Committee shall make such equitable changes
      or adjustments as it deems appropriate and adjust, in such manner as it deems
      equitable, any or all of: (i) the number and kind of Shares, other securities
      or
      other consideration issued or issuable with respect to this Option; and (ii)
      the
      exercise price of this Option.

    


    8. Notice.

    


    Any
      notice required or permitted to be given to the Company under this Agreement
      shall be in writing and shall be deemed to have been given when delivered
      personally or by courier, or sent by certified or registered mail, postage
      prepaid, return receipt requested, duly addressed to the Company as
      follows:

    


    If
      by
      mail:                             
Vail
      Resorts, Inc.

    Post
      Office Box 7

    Vail,
      Colorado 81658

    Attention:
      General Counsel

    


    If
      by
      hand
      delivery:            
Vail
      Resorts, Inc.

    137
      Benchmark Road

    Avon,
      Colorado 81620

    Attention:
      General Counsel

     

    9. Governing
      Law.
      

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Colorado without reference to the principles of conflict of
      laws.

    


     

    [Signature
      Page Follows]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    To
      confirm your understanding and acceptance of the terms and provisions set forth
      in this Agreement, please execute the extra copy of this Agreement in the space
      below and return it to the attention of the Company's General Counsel at the
      address set forth in paragraph 8 above.

    


    


    Very
      truly yours,

    


    VAIL
      RESORTS, INC.

    


    


    


    By:
      _____________________

    Name:
      ___________________

    Title:
      ____________________

    


    


    The
      undersigned hereby acknowledges that he or she has read this Agreement and
      has
      received a copy of the Plan and hereby agrees to be bound by all the provisions
      set forth in this Agreement and in the Plan.

    


    


    


    _________________________________

    [Name
      of
      Employee]   

    Date:
      _____________________________