exhibit10_5.htm


    
      

    

    Exhibit
      10.5

    


    FIRST
      AMENDMENT TO

    AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT

    


    This
      FIRST AMENDMENT TO AMENDED AND
      RESTATED EMPLOYMENT AGREEMENT (this “Amendment”), is made and entered into as of
      September 26, 2007, by and between VAIL RESORTS, INC. (“VRI”), and Jeffrey W.
      Jones (“Executive”).

    


    RECITALS

    


    A.           VRI
      and Executive entered into that certain Amended and Restated Employment
      Agreement, effective September 29, 2004 (the “Original Agreement”);
      and

    


    B.           VRI
      and Executive desire to amend the Original Agreement.

    


    NOW,
      THEREFORE, the parties hereto
      agree as follows:

    


    1.           Section
      2(h) is hereby added to the Original Agreement to read as follows:

    


    (h)           Long
      Term Incentive Compensation.  So long as Executive
      shall be employed by VRI on September 30, 2008 (and has not received any notice
      of termination for any reason as of or prior to that date), Executive shall
      be
      granted (the “September 2008 Grant”) a long term incentive award having a grant
      value of $2,300,000, of which (1) 50% (using VRI’s standard valuation
      methodology) shall
      be
      pursuant to a grant of Restricted Stock Units (“RSUs”), and (2) 50%
      (using VRI’s standard valuation methodology) shall
      be
      pursuant to a grant of Share Appreciation Rights (“SARs”), each of which
      (x) shall be subject to the terms of the VRI Amended and Restated 2002 Long
      Term
      Incentive and Share Award Plan (or such successor equity compensation plan)
      and
      the agreements provided pursuant thereto,
      and (y) shall vest in
      full
on the third anniversary of the date of grant; provided,
however, that this provision shall be of no effect in the event
      that
      a Change
      in Control, as defined below, has been completed on or before September 30,
      2008, and only if the effect of such Change in Control is to extinguish,
      exchange or convert the common stock of VRI concurrent with the Change in
      Control being effected.  Notwithstanding the terms of any other
      agreement or plan, none of the vesting of the RSUs or SARs issued pursuant
      to
      the September 2008 Grant shall accelerate in the event of a duly completed
      Change in Control which has been publicly announced or completed prior to March
      31, 2009 but rather shall vest pursuant to (y) above.

    


    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 35% or more of the equity securities of VRI entitled to vote
      for
      members of the Board or equivalent governing body of VRI 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 VRI cease to be composed of
      individuals (1) who were members of that Board or equivalent governing body
      on
      the first day of such period, (2) whose election or nomination to that Board
      or
      equivalent governing body was approved by individuals referred to in clause
      (1)
      above constituting at the time of such election or nomination at least a
      majority of that Board or equivalent governing body, or (3) whose election
      or
      nomination to that Board or other equivalent governing body was approved by
      individuals referred to in clauses (1) and (2) 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 (2) and clause (3), 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 VRI entitled to vote for
      members of the Board or equivalent governing body of VRI 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; or

    


    (D)
      VRI
      sells or transfers (other than by mortgage or pledge) all or substantially
      all
      of its properties and assets to, another “person” or “group” (as such terms are
      used in Sections 13(d) and 14(d) of the Exchange Act).

    


    2.           Except
      as modified by this Amendment, the Original Agreement shall remain in full
      force
      and effect.

    


    3.           This
      Amendment may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one
      instrument.

    


    4.           The
      internal laws of the State of Colorado law shall govern the construction and
      enforcement of this Amendment.

    [Signature
      Page Follows]


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
      day
      of the date first written above.

    


    


    VAIL
      RESORTS, INC.:


    


    By:           /s/
      Robert A.
      Katz                                                                

                                    

                                    Robert
      A. Katz, Chief
      Executive Officer

    


    


    EXECUTIVE:


     

    /s/
      Jeffrey W.
      Jones                                                                

     

                                    Jeffrey
      W.
      Jones

    


    


    


    


    


    


    


     

    


    


    


    


    


    


    


    


    


    


    


    Signature
      Page to First Amendment to

    Amended
      and Restated Employment Agreement