Separation Agreement and General Release


    SEPARATION
      AGREEMENT AND GENERAL RELEASE 

     

    This
      Separation Agreement and General Release (referred to as the “Agreement”) dated
      as of February 27, 2006, is by and between Adam
      M. Aron
      (referred to as the “EXECUTIVE”) and Vail
      Resorts, Inc.
      (referred to as the “COMPANY”). The EXECUTIVE and the COMPANY may be referred to
      collectively as the “Parties”.

     

    WHEREAS,
      the EXECUTIVE is the Chairman of the Board of Directors and the Chief Executive
      Officer of the COMPANY; and

     

    WHEREAS,
      the EXECUTIVE and the COMPANY agree that on the EXECUTIVE’S Final Date of
      Employment, as hereinafter defined, the EXECUTIVE will no longer perform
      services as an employee of the COMPANY or its subsidiaries, will no longer
      be a
      member of the Board of Directors of the COMPANY or its subsidiaries, and will
      cease to be eligible to participate in benefit plans for active employees of
      the
      COMPANY; and

     

    WHEREAS,
      the EXECUTIVE has served the COMPANY for almost a decade; and

     

    WHEREAS,
      the EXECUTIVE acknowledges that, as of the Final Date of Employment, he has
      no
      entitlement to continued pay or benefits under the Employment Agreement between
      the EXECUTIVE and the COMPANY dated as of July 29, 1996, as amended (the
“Employment Agreement”); and

     

    WHEREAS,
      the COMPANY wishes to provide the EXECUTIVE with equitable compensation,
      notwithstanding his resignation, to compensate him for his service and the
      EXECUTIVE’S assistance in providing the COMPANY with an orderly transition of
      management; and

     

    WHEREAS,
      the COMPANY, therefore, wishes to pay the EXECUTIVE the amounts set forth
      herein, less statutory and authorized deductions;

     

    In
      consideration of the mutual promises contained in this Agreement, the COMPANY
      and the EXECUTIVE agree as follows:

     

    1.  As
      used
      herein, the following terms, when capitalized, shall have the following
      meanings:

     

    (a)  “Companies”
      shall mean the COMPANY and all of its subsidiaries and controlled
      affiliates.

     

    (b)  “Confidential
      Information” shall mean budgets, business plans, financial projections, terms of
      transactions under consideration, strategies, financial statements and results,
      plans or drawings, lease terms, customer lists and information, prospect lists,
      club membership rolls, trade secrets, and other information, whether in tangible
      or electronic media format, pertaining to the business and operations of the
      Companies. In addition, without in any way limiting the foregoing, Confidential
      Information includes any and all information in the EXECUTIVE’S possession or of
      which the EXECUTIVE has knowledge relating to or arising out of any actual
      or
      threatened regulatory investigation or proceeding or settlement or any other
      litigation, claim, investigation, suit, action or other proceeding involving
      or
      relating to the Companies, whether such investigation, 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    or
      proceeding, settlement, claim, litigation, suit, action or other proceeding
      or
      the EXECUTIVE’S knowledge thereof occurred or was obtained during or prior to or
      after the term of the EXECUTIVE’S employment by the COMPANY. Confidential
      Information does not include any information which is generally available to
      the
      public or hereafter becomes available to the public without the fault of the
      EXECUTIVE, and it shall not include club membership rolls sent to the EXECUTIVE
      in his capacity as a member of the applicable club, provided that the EXECUTIVE
      agrees that he will use such club membership rolls only in accordance with
      the
      rules and regulations of the applicable club. 

     

    (c)  “Constituting
      Documents” shall mean the articles or certificates of incorporation, bylaws, or
      similar organizational documents for each of the Companies.

     

    (d)  “Final
      Date of Employment” shall mean February 27, 2006.

     

    (e)  “Legal
      Proceeding” shall mean any claim, demand, pending or threatened legal,
      regulatory or administrative proceeding and any other action of any nature,
      whether known or unknown.

     

    (f)  “Released
      Person” shall mean each of the Companies, and any of their current and former
      officers, directors, employees, shareholders, partners, members, agents,
      representatives, legal representatives, accountants, and their successors and
      assigns.

     

    2.  The
      employment relationship between the EXECUTIVE and the COMPANY will terminate
      on
      the Final Date of Employment. This Agreement shall constitute the EXECUTIVE’S
      resignation from the Board of Directors of the COMPANY and all other officer,
      director and employee positions with the Companies, in each case effective
      on
      the Final Date of Employment. The parties hereto acknowledge that, following
      the
      Final Date of Employment, the EXECUTIVE shall not be considered an executive
      officer of the COMPANY.

     

    3.  In
      consideration for the EXECUTIVE entering into this Agreement:

     

    (a)  conditioned
      on the execution and non-revocation, pursuant to Section 14 hereof, of this
      Agreement, the
      COMPANY agrees to pay the
      EXECUTIVE,
      on
      August 31, 2006 the
      sum
      of $1,508,795 and
      on
      September 30, 2006,
      the
      sum
      of $1,141,000,
      in each
      case less statutory and authorized deductions; and

     

    (b)  the
      COMPANY agrees to pay the
      EXECUTIVE,
      on
      March 3, 2006, full payment of
      any
      amount owing to the EXECUTIVE in respect of base salary
      for the period through February 27, 2006, as well as accrued
      and unused paid time off,
      less a
      pro-rated Mandatory Time Off deduction, through such date (as reflected on
      the
      human resources records of the COMPANY).

     

    4.  In
      addition to that set forth in Section 3 above, the following shall be applicable
      as a result of
      the
      EXECUTIVE’S separation:

     


    
      
        
        

      

      
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    (a)  After
      the
      Final Date of Employment: (i) the EXECUTIVE shall neither accrue salary nor
      paid
      time off nor participate in (A) COMPANY Medical and Dental Plans (other
      than as required under COBRA at the EXECUTIVE’S sole expense), (B) Short
      Term or Long Term Disability Insurance, (C) COMPANY sponsored Life or ADD
      insurance programs, or (D) any other compensation or benefit plans,
      programs or arrangements maintained or contributed to by any of the Companies;
      (ii) he shall have no right to make contributions or earn COMPANY Matching
      Contributions in the COMPANY’S 401(k) Plan (except
      for any COMPANY Matching Contributions due but not yet made or for any excess
      EXECUTIVE or COMPANY contributions, and attributable earnings, to be refunded
      to
      him for fiscal year 2005);
      and
      (iii) except as otherwise provided in Sections 4(f) and 5 below, he shall no
      longer be entitled to any perquisites made available to active executives or
      employees of the COMPANY, including, but not limited to parking or the use
      of
      COMPANY owned and promotional vehicles. The EXECUTIVE’S rights with respect to
      his accrued benefits, as of the Final Date of Employment, under the COMPANY’S
      401(k) Plan will be as set forth in the applicable plan documents, and any
      conversion or continuation right the EXECUTIVE may have under any other COMPANY
      employee benefit plan will be as set forth in the applicable plan document
      and
      shall be at his sole expense. Other than as expressly set forth in this
      Agreement, the EXECUTIVE will have no continuing rights under any employee
      benefit plan or arrangement of the Companies following the Final Date of
      Employment.

     

    (b)  The
      EXECUTIVE shall not be eligible to earn and receive a bonus award for fiscal
      year 2006.

     

    (c)  Any
      stock
      options, restricted stock or other equity-based compensation awards held by
      the
      EXECUTIVE that are not vested and, in the case of stock options, exercisable
      as
      of the EXECUTIVE’S Final Date of Employment will be immediately cancelled and
      forfeited.

     

    (d)  Notwithstanding
      anything in this or another document to the contrary, all vested
      options to purchase stock of the COMPANY held by the EXECUTIVE after the Final
      Date of Employment (each of which is listed on Annex A hereto) shall continue
      to
      be exercisable until May 28, 2006 (but in no event beyond the full term of
      the
      option). Any such options that are not exercised by May 28, 2006 shall
      be forfeited.

     

    (e)  The
      COMPANY shall reimburse the EXECUTIVE for reasonable expenses incurred by him
      in
      the course of performing his duties with the COMPANY prior to the Final Date
      of
      Employment (or expenses specifically authorized in advance by the COMPANY in
      connection with his performance of any services requested of him by the COMPANY
      pursuant to Section 7(a) below), so long as such expenses were incurred in
      compliance with the COMPANY’S policies with respect to travel, entertainment and
      other business expenses, and the EXECUTIVE has complied with the COMPANY’S
      requirements with respect to submitting, reporting and documentation of such
      expenses. In
      addition, the EXECUTIVE may use a credit of the COMPANY at the Mirabelle


     


    
      
        
        

      

      
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    restaurant
      toward expenses incurred for the March 20, 2006 Executive Committee Dinner
      now
      scheduled to be held in his residence.

     

    (f)  For
      the
      period through the end of the 2006 ski season the EXECUTIVE and his immediate
      family members shall continue to have ski privileges and ski school privileges
      equivalent to those given to non-employee members of the Board of Directors
      of
      the COMPANY.

     

    (g)  For
      the
      period through August 28, 2006, the COMPANY shall maintain (i) an appropriate
      forwarding message recorded by the EXECUTIVE and approved by the COMPANY on
      voicemail for the EXECUTIVE’S former COMPANY telephone number, and (ii) an
      autoresponse on the email address adama@vailresorts.com with an appropriate
      forwarding email response created by the EXECUTIVE and approved by the COMPANY.
      In addition, through August 28, 2006, the Company shall forward to the
      EXECUTIVE, at an address he may reasonably provide from time to time, any first
      class mail addressed to the EXECUTIVE at the COMPANY’s offices which the COMPANY
      determines is his personal mail.

     

    (h)  The
      COMPANY shall pay the EXECUTIVE’S
      reasonable legal fees and expenses (not to exceed $12,500) incurred by him
      in
      negotiating and executing this Agreement.

     

    5.  The
      COMPANY further agrees that the EXECUTIVE shall retain the following club
      memberships previously vested in the EXECUTIVE in connection with his employment
      with the COMPANY: (i) one transferable charter membership in the Beaver Creek
      Club which
      shall carry a value as if the EXECUTIVE paid a $60,000 cash initiation fee
      for
      such membership, (ii) two transferable
      memberships in the Red Sky Ranch Golf Club which
      shall carry a value as if the EXECUTIVE paid a $175,000 cash initiation fee
      for
      each such membership,
      and
      (iii) one nontransferable honorary membership in the Game Creek Club. After
      September 26, 2006 (May 1, 2006 in the case of the Beaver Creek Club), the
      EXECUTIVE will be responsible for payment of all annual dues, fees and
      assessments and shall assume all obligations relating to such club memberships
      held by the EXECUTIVE. The EXECUTIVE may transfer his
      Beaver Creek Club membership to the purchaser of his Beaver Creek home, or
      may
      otherwise resign the membership per the standard terms of the Beaver Creek
      Club.
      The EXECUTIVE may transfer
      one or
      both of the Red Sky Ranch Golf Club memberships if and when and to whom the
      lot
      purchased by the EXECUTIVE in the Red Sky Ranch golf community pursuant to
      his
      employment agreement with the Company is sold, without restriction by the Red
      Sky Ranch Club and with no membership initiation fee or transfer fee being
      owed,
or
      the
      EXECUTIVE may otherwise resign such memberships per the standard terms of the
      Red Sky Ranch Golf Club, except that if he resigns from one or both of his
      Red
      Sky Ranch Golf Club memberships, the amount refunded to the EXECUTIVE following
      the resale of his memberships after such resignation shall be $175,000 per
      membership. 

     

    6.  (a)
      In
      return for the consideration and other promises by the COMPANY set forth in
      this
      Agreement, the EXECUTIVE for himself and his representatives, heirs, and
      assigns, hereby releases and discharges each of the Released Persons from all
      Legal Proceedings, known or unknown, that he may have against any of the
      Released Persons, including, but not limited to, 

     


    
      
        
        

      

      
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    claims
      that in any manner relate to, arise out of or involve any aspect of his
      employment with the COMPANY, and his separation from that employment, including,
      but not limited to, any rights or claims under the Federal Worker Adjustment
      and
      Restraining Notification Act, 29 U.S.C. §2101 et seq.;
      the
      Colorado Anti-Discrimination Act, Colo. Rev. Stat. §21-34-401, et seq.;
      the
      Family and Medical Leave Act, 29 U.S.C. §2601 et seq.;
      the
      Age Discrimination in Employment Act, 29 U.S.C. §621 et seq.;
      the
      Civil Rights Act of 1964, as amended, 42 U.S.C., §2000e, et seq.;
      the
      Americans with Disabilities Act, 42 U.S.C. §12101, et seq.;
      the
      Sarbanes-Oxley Act of 2002, 18 U.S.C. §800 et seq.;
      Executive Order 11246; the Civil Rights Act of 1866, as reenacted, 42 U.S.C.
      §1981; and any and all other municipal, state, and/or federal statutory,
      executive order, or constitutional provisions pertaining to an employment
      relationship. This release and waiver also specifically includes, but is not
      limited to, any Legal Proceedings in the nature of tort or contract claims,
      including specifically claims of wrongful discharge, breach of contract,
      promissory estoppel, intentional or negligent infliction of emotional distress,
      interference with contract, libel, slander, breach of covenant of good faith
      and
      fair dealing, or other such claims, including, but not limited to, those arising
      out of or involving any aspect of his employment or separation from employment
      with the COMPANY. Except as provided in Section 4(h) above, this release
      includes any and all claims seeking attorney fees, costs, and other expenses
      related to the claims released herein.

     

    However,
      this release and waiver shall not apply to: (i) any rights which, by law, may
      not be waived; (ii) rights and claims that arise from acts or events occurring
      after the effective date of this Agreement; (iii) claims with respect to the
      EXECUTIVE’S accrued benefits, as of the Final Date of Employment, under the
      COMPANY’S 401(k) Plan which will be as set forth in the applicable plan
      documents, or any conversion or continuation right the EXECUTIVE may have under
      any other COMPANY employee benefit plan which will be as set forth in the
      applicable plan document and shall be at his sole expense; (iv) rights to
      indemnification or advancement of expenses under the Amended and Restated
      Certificate of Incorporation and Amended and Restated Bylaws of the COMPANY;
      (v)
      rights as a shareholder of the COMPANY; (vi) rights under an executory purchase
      and sale agreement for real estate, and rights as an owner of real estate,
      in
      either case constructed and sold by the COMPANY as to which the EXECUTIVE is
      the
      purchaser; or (vi) claims for breach by the COMPANY of this
      Agreement.

     

    The
      EXECUTIVE also specifically covenants and represents that he has not and will
      not bring suit or file any charge, grievance or complaint, of any nature in
      relation to any claim or right waived herein, against the Released
      Persons.

     

    SUMMARY
      OF RELEASE AND WAIVER OF CLAIMS:
      Please read the three immediately preceding paragraphs carefully and have them
      explained to you by your attorney. In summary, what the paragraphs say and
      what
      you, the EXECUTIVE, agree to do by executing this Agreement is to give up your
      right to pursue any legal claim that you might have against the COMPANY (Vail
      Resorts, Inc.) and related companies (including Vail Resorts Development
      Company, The Vail Corporation and Vail Summit Resorts, Inc.), their current
      and
      former, officers, directors, shareholders, agents, and/or employees. It applies
      whether or not you are aware of the claims. It applies to claims that arose
      (meaning the important facts and occurrences which create or support the claim
      happened) at any time up to and including the time of your execution of this
      Agreement. It does not apply to any claims that might arise (meaning that the
      important facts or occurrences that 

     


    
      
        
        

      

      
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    create
      or support the claim happen) after the date of execution of this Agreement.
      As
      stated above, the release and waiver includes, but is not limited to, any and
      all claims arising from your employment or your separation from employment
      with
      the COMPANY. Such claims would include claims of employment discrimination
      or
      wrongful discharge and claims arising under any federal, state, and local laws,
      including, but not limited to, those listed by name above. Once you have entered
      into this Agreement, you will have agreed not to seek to bring those claims
      in a
      court or other forum at any time in the future. In effect, you are exchanging
      your right to bring or pursue those claims, whether they are worth anything
      or
      not, for the actions to be taken for your benefit by the COMPANY and other
      promises in this Agreement.

     

    (b) In
      return
      for the consideration and other promises by the EXECUTIVE set forth in this
      Agreement, the Companies hereby release and discharge the EXECUTIVE, and his
      representatives, heirs and assigns (the “EXECUTIVE Released Persons”) from all
      Legal Proceedings, known or unknown, that they may have against any of the
      the
      EXECUTIVE Released Persons, including but not limited to, claims that in any
      manner relate to, arise out of or involve any aspect of the EXECUTIVE’S
      employment with the COMPANY, and his separation from that employment. This
      release and waiver also specifically includes, but is not limited to, any Legal
      Proceedings in the nature of tort or contract claims, including specifically
      claims of wrongful discharge, breach of contract, promissory estoppel,
      intentional or negligent infliction of emotional distress, interference with
      contract, libel, slander, breach of covenant of good faith and fair dealing,
      or
      other such claims, including, but not limited to, those arising out of or
      involving any aspect of his employment or separation from employment with the
      COMPANY. This release includes any and all claims seeking attorney fees, costs,
      and other expenses related to the claims released herein. However,
      this release and waiver shall not apply to: (i) any rights which, by law, may
      not be waived; (ii) rights and claims that arise from acts or events occurring
      after the effective date of this Agreement; (iii)
      rights
      under any executory purchase and sale agreement for real estate constructed
      and
      sold by the COMPANY as to which the EXECUTIVE is the purchaser, and
      (iv)
      claims
      for breach of any provision of this Agreement by the EXECUTIVE. 

     

    The
      Companies also specifically covenant and represent that they have not and will
      not bring suit or file any charge, grievance or complaint, of any nature in
      relation to any claim or right waived herein against the EXECUTIVE.

     

    (c)
      The
      parties acknowledge the continuing validity, after the Final Date of Employment,
      of the Undertaking for Advancement of Expenses dated October 15, 2004 (the
      “Undertaking”) and of any right or claims that the COMPANY or any of the other
      Companies, as applicable, may have or assert in accordance with the Undertaking,
      the Amended and Restated Certificate of Incorporation and Amended and Restated
      Bylaws of the COMPANY, or other Constituting Documents applicable to the
      EXECUTIVE, for reimbursement of attorneys’ fees, indemnity sums, or any other
      sums paid or incurred in the EXECUTIVE’S defense by the COMPANY, or any of the
      Companies, in connection with any Legal Proceeding.

     

    7.  The
      EXECUTIVE agrees to the following:

     

    (a)  The
      EXECUTIVE shall cooperate
      with and assist the COMPANY whenever reasonably possible, when reasonably
      requested to do so by the COMPANY 

     


    
      
        
        

      

      
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    through
      December 31, 2006, so that all of the EXECUTIVE’S duties, responsibilities and
      pending matters can be transferred in an orderly way. 

     

    (b)  The
      EXECUTIVE shall remove all of his personal possessions from his office by no
      later than March 31, 2006, provided that the EXECUTIVE shall not return to
      his
      office after the Final Date of Employment other than at such time agreed to
      by
      the COMPANY in order to remove his personal possessions. The
      EXECUTIVE shall return
      all COMPANY materials that may have been issued to the EXECUTIVE, including,
      but
      not limited to, keys, written or electronic Confidential Information, and credit
      cards, and to promptly file any outstanding final expense report; provided,
      however,
      that
      EXECUTIVE will be entitled to retain his laptop computer and
      related home docking station. The EXECUTIVE shall pay Vailnet for its high-speed
      ISP service to his residence commencing as of the Final Date of
      Employment.
      Subject
      to compliance with his obligations herein with respect to the use and disclosure
      of Confidential Information, the EXECUTIVE will be entitled to retain his
      electronic rolodex and schedule.

     

    (c)  The
      EXECUTIVE shall not
      use or
      disclose to anyone not connected with the COMPANY, or use for his own benefit
      or
      that of third parties, any Confidential Information or trade secrets that the
      EXECUTIVE obtained during his employment with the COMPANY, except as required
      in
      any judicial or administrative proceeding.

     

    (d)  The
      EXECUTIVE shall not
      make any
      copies for his own use or for the benefit of unrelated third parties, of any
      prospect lists, any memoranda, books, records, or documents, whether in tangible
      or electronic media form, which contain Confidential Information or trade
      secrets belonging to the COMPANY, except as required in any judicial or
      administrative proceeding.

     

    (e)  For
      the
      period through the first anniversary of the Final Date of Employment, the
      EXECUTIVE will not, except with the prior written consent of the Board of
      Directors of the COMPANY, directly or indirectly own, manage, operate, join,
      control, finance or participate in the ownership, management, operation, control
      or financing of, or be connected as an officer, director, employee, partner,
      principal, agent, representative, consultant or otherwise with, or use or permit
      his name to be used in connection with, any business or enterprise that is
      engaged in a “Competing Enterprise,” which is defined as an entity whose
      operations are conducted within the ski industry in North America or in the
      real
      estate development, lodging or hospitality industries in the State of Colorado.
      Notwithstanding the foregoing, the EXECUTIVE may participate, own, finance,
      manage, obtain employment or otherwise be connected with a larger regional,
      national or international business or enterprise (a “New Employer”) which owns
      or operates a Competing Enterprise as a brand, branch, division, subsidiary
      or
      affiliate provided that (i) the Competing Enterprise accounts for less than
      10%
      of the New Employer’s annual revenues and annual net income on both a historical
      or pro forma basis for the New Employer’s most recently completed fiscal year,
      and (ii) the EXECUTIVE’S duties for the New Employer are not primarily related
      to the conduct of such Competing Enterprise. The foregoing restrictions shall
      not be construed to prohibit the ownership by the EXECUTIVE of less than five
      percent (5%) of any class of securities of any corporation which is engaged
      in
      any of the foregoing businesses having 

     


    
      
        
        

      

      
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    a
      class
      of securities registered pursuant to the Securities Exchange Act of 1934 (the
      “Exchange Act”), provided that such ownership represents a passive investment
      and that neither the EXECUTIVE nor any group of persons including the EXECUTIVE
      in any way, either directly or indirectly, manages or exercises control of
      any
      such corporation, guarantees any of its financial obligations, otherwise takes
      any part in its business (other than exercising his rights as a shareholder),
      or
      seeks to do any of the foregoing.

     

    (f)  The
      EXECUTIVE further covenants and agrees that through the first anniversary of
      the
      Final Date of Employment, the EXECUTIVE will not solicit for another business
      or
      enterprise any person who is a managerial or higher level employee of the
      Company at the time of the EXECUTIVE’S termination.

     

    (g)  The
      EXECUTIVE agrees that, through June 28, 2006, he will not (and he will direct
      his immediate family to not) make any public statements (whether positive or
      negative) with respect to any of the Companies unless prior written approval
      of
      the statement is given to the EXECUTIVE by a successor Chief Executive Officer
      of the COMPANY.
      For the
      purposes hereof, “Public Statements” shall mean statements, written, electronic
      or oral, given to any media person or outlet, to securities analysts, to persons
      known to the EXECUTIVE to be shareholders of the COMPANY or made to a group
      of 4
      or more people or statements made under circumstances where it is reasonable
      to
      believe that they would become public. Public Statements shall not include
      private conversations to persons not just described unless statements are made
      under circumstances where it is reasonable to believe that they would become
      public.
      In
      addition, for a period of five years after the Final Date of Employment, the
      EXECUTIVE agrees that he shall not make any statements, public or private,
      disparaging of the COMPANY or other Companies, the Board, or the officers,
      directors, stockholders, or employees of the COMPANY or other Companies. The
      Companies shall similarly not disparage, and the COMPANY shall direct its
      executive officers to (and request that its directors) similarly not disparage,
      the EXECUTIVE for a period of five years following the Final Date of Employment.
      Notwithstanding any of the foregoing in this subsection, the parties may respond
      truthfully to inquiries from governmental agencies or from the prospective
      employers of the EXECUTIVE. Similarly, nothing in this Agreement is intended
      to
      prevent either party from seeking to enforce the provisions of this Agreement
      through appropriate proceedings.

     

    The
      parties acknowledge that the COMPANY retains the right, together with any other
      legal remedy the COMPANY may have, to discontinue the payments and benefits
      described in Sections 3 or 4, at any time upon written notice to the EXECUTIVE,
      in the event that the COMPANY determines, in good faith, that (i) the EXECUTIVE
      is violating or has violated any of the obligations of Sections 7(e), (f) or
      (g)
      above, or (ii) the EXECUTIVE is violating in any material respect or has
      violated in any material respect any of the obligations of Sections 7(a), (b),
      (c) or (d) above. In
      such
      an event, the EXECUTIVE may seek a determination, pursuant to the provisions
      of
      Section 15 below, that such action by the COMPANY was not justified and should
      be remedied. Nothing
      in this Agreement shall prohibit or restrict the EXECUTIVE from testifying
      truthfully as may be required by the Securities and Exchange Commission or
      other
      governmental or judicial body acting in its official capacity.

     


    
      
        
        

      

      
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    8.  The
      EXECUTIVE acknowledges and agrees that the restrictions contained in Section
      7
      (c)-(g) are reasonable and necessary to protect and preserve the legitimate
      interests, properties, goodwill and business of the COMPANY, that the COMPANY
      would not have entered into this Agreement in the absence of such restrictions
      and that irreparable injury will be suffered by the COMPANY should the EXECUTIVE
      breach any of such provisions. The EXECUTIVE further acknowledges and agrees
      that a breach of any of such restrictions cannot be adequately compensated
      by
      monetary damages. The EXECUTIVE agrees that the COMPANY shall be entitled to
      preliminary and permanent injunctive relief, without the necessity of proving
      actual damages, as well as an equitable accounting of all earnings, profits
      and
      other benefits arising from any violation of such restrictions, which rights
      shall be cumulative and in addition to any other rights or remedies to which
      the
      COMPANY may be entitled. In the event that any of such restrictions should
      ever
      be adjudicated to exceed the time, geographic, service, or other limitations
      permitted by applicable law in any jurisdiction, it is the intention of the
      parties that the provision shall be amended to the extent of the maximum time,
      geographic, service, or other limitations permitted by applicable law, that
      such
      amendment shall apply only within the jurisdiction of the court that made such
      adjudication and that the provision otherwise be enforced to the maximum extent
      permitted by law.

     

    9.  The
      entry
      into this Agreement by the Parties is not and shall not be construed to be
      an
      admission of any act, practice or policy by the COMPANY in violation of any
      statute, common law duty, constitution, or administrative rule or regulation.
      Further, this Agreement shall not constitute evidence of any such proscribed
      or
      wrongful act, practice or policy by the COMPANY.

     

    10.  The
      Parties agree that this Agreement shall not be tendered or admissible as
      evidence in any proceeding by either Party for any purpose, except in a
      proceeding involving one or both of the Parties in which this Agreement or
      any
      part of this Agreement, an alleged breach of this Agreement, the enforcement
      of
      this Agreement, and/or the validity of any term of this Agreement is at
      issue.

     

    11.  The
      COMPANY advises the EXECUTIVE to consult an attorney before signing this
      Agreement, and the EXECUTIVE acknowledges that he has consulted an attorney
      before signing this Agreement.

     

    12.  The
      EXECUTIVE acknowledges the adequacy and sufficiency of the consideration for
      his
      promises set forth in this Agreement. The EXECUTIVE is estopped from raising,
      and hereby expressly waives any defense regarding the receipt and/or legal
      sufficiency of the consideration provided under this Agreement.

     

    13.  The
      EXECUTIVE hereby acknowledges his understanding that, had he wished to do so,
      he
      could have taken up to twenty-one (21) days to consider this Agreement, that
      he
      has read this Agreement and understands its terms and significance, and that
      he
      executes this Agreement voluntarily and with full knowledge of its effect,
      having carefully read and considered all terms of this Agreement and, if he
      has
      chosen to consult with an attorney, having had all terms and their significance
      fully explained to him by his attorney.

     


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    


     

    14.  The
      EXECUTIVE understands that he may revoke this Agreement, as it applies to him,
      within seven (7) days following execution of this Agreement and that this
      Agreement, as it applies to him, shall not become effective or enforceable
      until
      that revocation period has expired. Any such revocation must be effected by
      delivery of a written notification of revocation of the Agreement to the General
      Counsel of the COMPANY prior to the end of such 7 day revocation period. In
      the
      event that the Agreement is revoked by the EXECUTIVE, the COMPANY shall have
      no
      obligations under the Agreement, no amounts will be payable under this
      Agreement, and this Agreement shall be deemed to be void ab initio and of no
      further force or effect.

     

    15.  Any
      controversy or claim arising out of, or relating to, this Agreement, or its
      breach, shall be governed by the laws of the State of Colorado, without giving
      effect to the principles of conflict of laws thereof, and shall be resolved
      by
      final and binding arbitration, in accordance with the rules for contractual
      disputes then applicable, of the Judicial Arbiter Group, Denver, Colorado,
      and
      judgment on the award rendered may be entered in any court having
      jurisdiction.

     

    16.  The
      EXECUTIVE shall be responsible for paying all income taxes attributable to
      payments and benefits received under this Agreement, and all payments and
      benefits provided to the EXECUTIVE shall be net of applicable income, employment
      or other taxes required to be withheld therefrom.

     

     

    17.  This
      Agreement represents the complete agreement between the EXECUTIVE and the
      COMPANY concerning the subject matter in this Agreement, and it supersedes
      all
      prior agreements or understandings, written or oral, including the Employment
      Agreement. This Agreement may not be amended or modified otherwise than by
      a
      written agreement executed by the Parties hereto or their respective successors
      and legal representatives.

     

    18.  Each
      of
      the Sections contained in this Agreement shall be enforceable independently
      of
      every other Section in this Agreement, and the invalidity or unenforceability
      of
      any Section shall not invalidate or render unenforceable any other Section
      contained in this Agreement.


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


     


    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the dates set
      forth
      below, intending to be legally bound by this Agreement.

     

    
      
        	
                EXECUTIVE

                 

              	
                VAIL
                  RESORTS, INC.

                 

              
	
                /s/
                  Adam M. Aron        

              	
                By:  
                  /s/ Martha D. Rehm            

              
	
                Adam
                  M. Aron

                 

              	
                Name: 
                  Martha D. Rehm

                Title:   
                  Sr. Vice President and General Counsel

                 

              
	
                Date:
                  February 27, 2006

              	
                Date:
                  February 27, 2006

              


      

      

 

    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    



    


    ANNEX
      A

    


    
      	 	 	 	 	 	 	 
	
              ADAM
                M. ARON

            	 	 	 	 
	
              Stock
                Options Outstanding and Exercisable As Of
2/27/2006

            	 	 	 	 
	 	 	 	 	 	 
	
               

            	 	 	 	 	 
	
              Grant

            	 	
              Grant
                

            	
              Options

            	
              Option
                

            	
              Options
                Vested

            
	
              Date

            	
              Plan
                ID

            	
              Type
                

            	
              Granted

            	
              Price
                

            	
              &
                Exercisable

            
	 	 	 	 	 	 
	
               

            	 	
               

            	
               

            	
               

            	
               

            
	
              9/14/1999

            	
              1999Plan

            	
              Non-Qualified

            	
              60,000

            	
              $19.0625
                

            	
              60,000

            
	
              9/28/1999

            	
              1999Plan

            	
              Non-Qualified

            	
              65,000

            	
              $21.1250
                

            	
              65,000

            
	
              9/12/2000

            	
              1999Plan

            	
              Non-Qualified

            	
              100,000

            	
              $19.1250
                

            	
              100,000

            
	
              12/9/2002

            	
              1996Plan

            	
              Non-Qualified

            	
              120,000

            	
              $17.3350
                

            	
              120,000

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              11/20/2003

            	
              2002Plan

            	
              Non-Qualified

            	
              120,000

            	
              $14.7300
                

            	
              80,000

            
	
              9/28/2004

            	
              2002Plan

            	
              Non-Qualified

            	
              120,000

            	
              $18.7300
                

            	
              40,000

            
	 	 	 	 	 	
               

            
	 	 	 	 	 	 
	
              Current
                Non-forfeited Optionee Total 

            	 	 	 	
                                     
                465,000