Restricted Share Agreement between Vail Resorts, Inc. and Jeffrey W. Jones


     

    VAIL
      RESORTS, INC.

    RESTRICTED
      SHARE AGREEMENT

     

    THIS
      AGREEMENT, effective as of September 30, 2005, between Vail Resorts, Inc. (the
      “Company”), a Delaware corporation, and Jeffrey W. Jones (the
“Employee”).

     

    WHEREAS,
      40,000 Restricted Shares (the “Award”) were granted to the Employee on September
      30, 2005 under the Company’s 2002 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.  The
      Award was granted on September 30, 2005 (the “Date of Grant”) pursuant to the
      Plan, the terms of which are incorporated herein by reference. Capitalized
      terms
      used herein and not defined shall have the meanings set forth in the Plan.
      The
      Award is subject to the terms and conditions of the Plan and those set forth
      herein. 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) and 2(c) below and the other terms and conditions of this
      Agreement, this Award shall become vested in full on the third anniversary
      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
      Agreement.

     

    (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 by the Company or a Subsidiary not for Cause (as defined in the
      Amended and Restated Employment Agreement dated as of September 29, 2004 by
      and
      between the Company and the Employee (the “Employment Agreement”)) or by the
      Employee for Good Reason (as defined in the Employment Agreement), a number
      of
      Restricted Shares subject to the Award will become vested at the time of such
      termination of employment determined by multiplying the number of the Restricted
      Shares subject to the Award by a fraction, the numerator of which is the number
      of completed years from the Date of Grant to the date of termination, and the
      denominator of which is three. 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 other than as set forth in the preceding sentence
      or
      Section 2(c) below, the unvested portion of the Award shall immediately be
      forfeited by the Employee and become the property of the Company. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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    (c)  Change
      in Control.
      Notwithstanding any provision of this Agreement to the contrary, in the event
      of
      a Change in Control (as defined in Annex A hereto), the Award, if not
      already vested under Section 2(a) or 2(b) above, will vest in full at the time
      of the Change in Control; provided,
      however,
      the
      vesting of this Award shall not accelerate pursuant to this Section 2(c) if
      (i) there is no Control Party (as defined below) with respect to the Company
      after the Change in Control and the Employee remains as chief financial officer
      of the Company, or (ii) there is a publicly traded Control Party with respect
      to
      the Company after the Change in COntrol and the Employee is the chief financial
      officer of such Control Party; provided further,
      however, if the Employee’s employment is terminated by the Company or such
      Control Party, as the case may be, not for Cause after a Change in Control,
      the Award shall immediately vest in full upon such termination.  "Control
      Party" is defined as a "person" or "group" (as such terms are used in Sections
      13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan
      of
      such person or its subsidiaries, and any person or entity acting in its capacity
      as trustee, agent, or other fiduciary or administrator of any such plan) that
      is
      the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange
      Act) of more than 40% or more of the equity securities of the Company entitled
      to vote for members of the Board or equivalent governing body of the Company
      on
      a fully-diluted basis.

     

    (d)  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 hereunder 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.

     

    (e)  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.

     

    (f)  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.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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    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.

       
      P.O. Box 7

       
      Vail, CO 81658

       
      Attention: General Counsel

    


     

    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
      New
      York, 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

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

     

    VAIL
      RESORTS, INC.

     

    By:   
      /s/ Martha D. Rehm            

             
      Name:  
      Martha D. Rehm

             
      Title:     Executive Vice President &

                           
      General Counsel

             
      Date:  March 2, 2006

     

    
/s/
      Jeffrey W.
      Jones                        

    Employee

    Date: 
      March 2, 2006

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



     

    Annex
      A

     

    Definition
      of Change in Control

     

    For
      purposes of this Agreement, “Change in Control” shall mean an event or series of
      events by which:

     

    (a)  any
      “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
      Exchange Act, but excluding any employee benefit plan of such person or its
      subsidiaries, and any person or entity acting in its capacity as trustee, agent,
      or other fiduciary or administrator of any such plan) becomes the “beneficial
      owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
      indirectly, of 40% or more of the equity securities of the Company entitled
      to
      vote for members of the Board or equivalent governing body of the Company on
      a
      fully-diluted basis; or

     

    (b)  during
      any period of twenty four (24) consecutive months, a majority of the members
      of
      the Board or other equivalent governing body of the Company cease to be composed
      of individuals (i) who were members of that Board or equivalent governing body
      on the first day of such period, (ii) whose election or nomination to that
      Board
      or equivalent governing body was approved by individuals referred to in clause
      (i) above constituting at the time of such election or nomination at least
      a
      majority of that Board or equivalent governing body, or (iii) whose election
      or
      nomination to that Board or other equivalent governing body was approved by
      individuals referred to in clauses (i) and (ii) above constituting at the time
      of such election or nomination at least a majority of that Board or equivalent
      governing body (excluding, in the case of both clause (ii) and clause (iii),
      any
      individual whose initial nomination for, or assumption of office as, a member
      of
      that Board or equivalent governing body occurs as a result of an actual or
      threatened solicitation of proxies or consents for the election or removal
      of
      one or more directors by any person or group other than a solicitation for
      the
      election of one or more directors by or on behalf of the Board); or

     

    (c)  any
      person or two or more persons acting in concert shall have acquired, by contract
      or otherwise, control over the equity securities of the Company entitled to
      vote
      for members of the Board or equivalent governing body of the Company on a
      fully-diluted basis (and taking into account all such securities that such
      person or group has the right to acquire pursuant to any option right)
      representing 51% or more of the combined voting power of such
      securities.