Unassociated Document


     

    VAIL
      RESORTS, INC.

    RESTRICTED
      SHARE AGREEMENT

     

     

    THIS
      AGREEMENT, dated as of [date], is between Vail Resorts, Inc., a Delaware
      corporation (the “Company”), and [name of employee] (the
“Employee”).

     

    WHEREAS,
      the Employee has been granted the following award under the Company’s [insert
      applicable plan] Long Term Incentive and Share Award Plan (the
“Plan”);

     

    NOW,
      THEREFORE, in consideration of the premises and mutual covenants contained
      herein, and for other good and valuable consideration, the parties hereto agree
      as follows.

     

    1.  Award
      of Shares.  Pursuant
      to the provisions of the Plan, the terms of which are incorporated herein by
      reference, the Employee is hereby awarded [number of shares] Restricted Shares
      (the “Award”), subject to the terms and conditions of the Plan and those herein
      set forth. The Award is granted as of [date] (the “Date of Grant”). Capitalized
      terms used herein and not defined shall have the meanings set forth in the
      Plan.
      In the event of any conflict between this Agreement and the Plan, the Plan
      shall
      control.

     

    2.  Terms
      and Conditions.  It
      is understood and agreed that the Award of Restricted Shares evidenced hereby
      is
      subject to the following terms and conditions:

     

    (a)  Vesting
      of Award.
      Subject
      to Section 2(b) below and the other terms and conditions of this Agreement,
      this Award shall become vested in three equal annual installments, commencing
      on
      the first anniversary of the Date of Grant and continuing on each of the
      following two anniversaries of the Date of Grant. Unless otherwise provided
      by
      the Committee, all dividends and other amounts receivable in connection with
      any
      adjustments to the Shares under Section 4(c) of the Plan shall be subject to
      the
      vesting schedule in this Section 2(a). 

     

    (b)  Termination
      of Service; Forfeiture of Unvested Shares.
      In the
      event of a termination of the Employee’s employment with the Company and its
      Subsidiaries prior to the date the Award otherwise becomes vested, the unvested
      portion of the Award shall immediately be forfeited by the Employee and become
      the property of the Company. 

     

    (c)  Certificates.  Each
      certificate or other evidence of ownership issued in respect of Restricted
      Shares awarded hereunder shall be deposited with the Company, or its designee,
      together with, if requested by the Company, a stock power executed in blank
      by
      the Employee, and shall bear a legend disclosing the restrictions on
      transferability imposed on such Restricted Shares by this Agreement (the
“Restrictive Legend”). Upon the vesting of Restricted Shares pursuant to
      Section 2(a) hereof and the satisfaction of any withholding tax liability
      pursuant to Section 5 hereof, the certificates evidencing such vested
      Shares, not bearing the Restrictive Legend, shall be delivered to the Employee
      or other evidence of vested Shares shall be provided to the
      Employee.

     

    (d)  Rights
      of a Stockholder.  Prior
      to the time a Restricted Share is fully vested hereunder, the Employee shall
      have no right to transfer, pledge, hypothecate or otherwise encumber such
      Restricted Share. During such period, the Employee shall have all other rights
      of a stockholder, including, but not limited to, the right to vote and to
      receive dividends (subject to Section 2(a) hereof) at the time paid on such
      Restricted Shares.

     

    (e)  No
      Right to Continued Employment.
      This
      Award shall not confer upon the Employee any right with respect to continuance
      of employment by the Company nor shall this Award interfere with the right
      of
      the Company to terminate the Employee’s employment at any time.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.  Transfer
      of Shares.
      The
      Shares delivered hereunder, or any interest therein, may be sold, assigned,
      pledged, hypothecated, encumbered, or transferred or disposed of in any other
      manner, in whole or in part, only in compliance with the terms, conditions
      and
      restrictions as set forth in the governing instruments of the Company,
      applicable federal and state securities laws or any other applicable laws or
      regulations and the terms and conditions hereof. 

     

    4.  Expenses
      of Issuance of Shares.
      The
      issuance of stock certificates hereunder shall be without charge to the
      Employee. The Company shall pay any issuance, stamp or documentary taxes (other
      than transfer taxes) or charges imposed by any governmental body, agency or
      official (other than income taxes) by reason of the issuance of
      Shares.

     

    5.  Withholding.
      No
      later than the date of vesting of (or the date of an election by the Employee
      under Section 83(b) of the Code with respect to) the Award granted
      hereunder, the Employee shall pay to the Company or make arrangements
      satisfactory to the Committee regarding payment of any federal, state or local
      taxes of any kind required by law to be withheld at such time with respect
      to
      such Award and the Company shall, to the extent permitted or required by law,
      have the right to deduct from any payment of any kind otherwise due to the
      Employee, federal, state and local taxes of any kind required by law to be
      withheld at such time. The Employee may elect to have the Company withhold
      Shares to pay any applicable withholding taxes resulting from the Award, in
      accordance with any rules or regulations of the Committee then in
      effect.

     

    6.  References.  References
      herein to rights and obligations of the Employee shall apply, where appropriate,
      to the Employee’s legal representative or estate without regard to whether
      specific reference to such legal representative or estate is contained in a
      particular provision of this Agreement.

     

    7.  Notices.  Any
      notice required or permitted to be given 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 party concerned at the address
      indicated below or to such changed address as such party may subsequently by
      similar process give notice of:

     

    
      	 	
              If
                to the Company:

            	
              Vail
                Resorts, Inc.

            


    

    
      	 	
              Attention:

            	
              General
                Counsel

            


    

    


    
      	 	
              Via
                U.S. Mail:

            	
              P.O.
                Box 7

            


    

    
      	 	 	
              Vail,
                Colorado 81658

            


    

    


    
      	 	
              Via
                Hand Delivery:

            	
              137
                Benchmark Road

            


    

    
      	 	 	
              Avon,
                Colorado 81620

            


    

    


    
      	 	
              If
                to the Employee:

            	
              At
                the Employee’s most recent address shown on the Company’s corporate
                records, or at any other address which the Employee may specify in
                a
                notice delivered to the Company in the manner set forth
                herein.

            


    

     

     

    8.  Governing
      Law.  This
      Agreement shall be governed by and construed in accordance with the laws of
      Colorado, without giving effect to principles of conflict of laws.

     

    9.  Counterparts.  This
      Agreement may be executed in two counterparts, each of which shall constitute
      one and the same instrument.

     

     

     

    [Signature
      Page Follows]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first above written.

     

    VAIL
      RESORTS, INC.

     

    By: 

    Name:
      __________________________

    Title:
      ___________________________

    


    


    EMPLOYEE:

    


    


    ___________________________

    [Typewritten
      Name of Employee]