# **Exhibit 10.23**

 

# July 21, 2003

 

 

Franklin “Chip” Carey

4922 East Meadows Drive

Park City, Utah 84098

 

Dear Chip,

 

Thank you for consideringa position change with American Skiing Company.  We believe you possess distinguished skills and experience andwill make a valuable contribution to our team. Pursuant to our recent conversations, American Skiing Company is pleasedto make the following offer of employment to you.  These terms will be reflected in an Executive EmploymentAgreement between you and the Company, which shall be the definitive, governingdocument with respect to each of these terms:

 
| Position Title:      |   | Sr. Vice President of  Sales and Marketing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|----------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Position Entails:    |   | Overseeing entire sales and marketing function,  developing annual sales and marketing plan in support of organizational  strategy and objectives, directing implementation and execution of sales and  marketing plan objectives to meet organizational revenue and expenditure  requirements, overseeing and directing market research, competitor analyses  and customer retention monitoring processes and initiatives, recommending  sales strategies for improvement based on market research and analyses,  building and developing sales and marketing team capable of carrying out  needed sales and marketing initiatives. |
| Position Reports To: |   | B.J. Fair, Chief  Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Location:            |   | Park City, Utah                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Start Date:          |   | June 2, 2003                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Annual Salary:       |   | $245,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Bonus Plan:          |   | For each fiscal year  (commencing with FY 04) you will be eligible to receive a bonus from the  Company.  The award and amount of such  bonus shall be based upon the achievement of predefined operating or  performance goals and other criteria established by your supervisor, which  goals shall give you the opportunity to earn a bonus in the following amount:  up to 30% of your annual base salary.                                                                                                                                                                                                                  |
| Phantom Equity:      |   | You will participate in  the Phantom Equity plan at 6.50%.  The  terms of your participation shall be                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

 

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|       |   | governed exclusively by  the Grant Agreement between you and the Company, together with the Company’s  Phantom Equity Plan, as in effect from time to time.                            |
|------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Severance: |   | During the term of your  employment agreement with the Company, you will be eligible for six months  paid severance in the event of your involuntary employment termination without  cause. |

 

Along with this offer,you will be entitled to continue to participate in the benefit programsgenerally offered from time to time by the Company to its employees,  including health, life and dental insurance,  the company’s 401(k) programskiing/snowboarding privileges, Perfect Turn clinics, vacation, and holidaypay, as well as discounts at ASC retail stores and restaurants.

 

As a reminder, employmentwith the American Skiing Company is at-will, meaning that both you and theCompany retain the right to end the employment relationship at any time, forany reason, with or without notice.  ASCis an Equal Employment Opportunity Employer.

 

Chip, congratulations onthis well deserved promotion.  We lookforward to your contributions to the continued success of the ASC team!  Please feel free to contact me with anyquestions you may have at (435) 615-0384.

 

Sincerely,

 
| /s/ B.J. Fair |   |
|---------------|--------|

B.J. Fair

Chief Executive Officer

 

 

CC:       Personnel File

 

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