Exhibit 10.1


 


SEPARATION AGREEMENT AND GENERAL RELEASE


 


THIS SEPARATION AGREEMENT AND GENERAL
RELEASE (this “Agreement”), dated as of November 20, 2014, is made by and between Intrawest Resorts Holdings,
Inc., a Delaware corporation (the “Corporation”), and William A. Jensen (“Jensen”, and together
with the Corporation, the “Parties”).


 


WHEREAS, the Parties entered into
an Amended and Restated Employment Agreement, effective as of January 20, 2014 (the “Employment Agreement”);


 


WHEREAS, Jensen’s service as
the Chief Executive Officer of the Corporation terminated effective as of November 20, 2014;


 


WHEREAS, Jensen will serve as a non-executive
officer employee of the Corporation from November 21, 2014 through December 1, 2014 (the “Termination Date”),
at which time his employment will terminate in accordance with Section 5(b) of the Employment Agreement;


 


WHEREAS, the Parties desire that
Jensen provide certain transitional Consulting Services (as defined below) to the Corporation after the Termination Date; and


 


WHEREAS, the Parties desire to enter
into this Agreement, which sets forth certain terms relating to the termination of Jensen’s employment and his provision
of the Consulting Services and provides for certain payments and benefits that will be made to Jensen as a result of his termination
of employment.


 


NOW, THEREFORE, in consideration
of the mutual promises contained in this Agreement, together with other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:


 


1.          
Termination of Employment.


 


(a)         
The Parties acknowledge and agree that (i) Jensen’s services as the Chief Executive Officer of the Corporation terminated
effective as of November 20, 2014 and (ii) Jensen’s employment with the Corporation and its affiliates will terminate as
of the Termination Date. Jensen has resigned or hereby resigns all positions he has held as an officer and director of the Corporation
and its subsidiaries and affiliates and any other entity set forth on Schedule 1 hereto, effective as of the date hereof, and will
promptly execute such documents and take such actions as may be necessary or reasonably requested by the Corporation to further
effectuate or further memorialize the resignation from such positions.


 


(b)         
Within fourteen (14) days after the Termination Date, the Corporation will pay Jensen a lump sum cash payment in respect
of Jensen’s (i) accrued but unpaid base salary earned through the Termination Date, and (ii) accrued but unused vacation
time earned through the Termination Date. In addition, the Corporation will reimburse Jensen for all business expenses incurred
on behalf of the Corporation through the Termination Date, in accordance with the Corporation’s policies with respect to
the reimbursement of expenses.


 


2.          
Consulting Services.


 


(a)         
Effective as of the Termination Date and continuing through December 31, 2014 (the “Initial Consulting Period”),
Jensen shall serve as a consultant to the Corporation providing such transitional services as are reasonably requested by the Chief
Executive Officer of the Corporation (the “CEO”) or his designee from time to time (the “Consulting
Services”). The Initial Consulting Period may be extended upon agreement of Jensen and the CEO for up to two additional
30 day periods following the end of the Initial Consulting Period (the period during which Jensen provides the Consulting Services,
the “Consulting Period”).


 



    	 



    	 



    




(b)         
Jensen shall receive an hourly cash consulting fee in respect of his provision of the Consulting Services at a rate to be
agreed-upon by Jensen and the CEO from time to time (the “Consulting Fee”). The Consulting Fee shall be paid
to Jensen in such intervals as is determined by the Corporation, but in no event shall it be paid less frequently than monthly.


 


(c)         
Either Jensen or the CEO may terminate the Consulting Period at any time prior to the scheduled end of the Consulting Period
upon five (5) days of advance written notice to the other and in the event of such termination the only payment due to Jensen hereunder
in respect of the Consulting Services shall be any unpaid portion of the Consulting Fee, which shall be paid promptly following
the date of such termination.


 


(d)         
Jensen’s relationship to the Corporation during the Consulting Period shall only be
that of an independent contractor and he shall perform the Consulting Services as an independent contractor. During the Consulting
Period, Jensen shall not (i) have any right or authority to assume or create any obligation or responsibility, express or implied,
on behalf of or in the name of the Corporation or any of its subsidiaries, or to bind such entities in any manner, except as may
be authorized in writing by the CEO, and shall not make any contrary representation to any third party, (ii) direct the work of
any employee of the Corporation or make any management decisions on behalf of the Corporation or (iii) be entitled to, and shall
make no claim to, rights or benefits afforded to the employees of the Corporation or any of its subsidiaries. Jensen shall be solely
responsible for the payment of all taxes relating to the Consulting Fee and no withholding will be made by the Corporation in respect
thereof.


 


3.          
Severance Payments and Benefits. If Jensen (a) executes this Agreement effective as of the date hereof, (b) re-executes
this Agreement on or after the Termination Date (the “Re-Execution”) and the revocation period described in
Section 9 hereof with respect to the Re-Execution expires within 60 days after the Termination Date (the date on which such revocation
period expires, the “Release Effective Date”) and (c) continues to
comply with his fiduciary obligations to the Corporation, the covenants under Sections 6(d), 6(e), 6(f) and 6(g) of the Employment
Agreement and any other material ongoing obligations to which he is subject, then Jensen will be entitled to the following (the
“Severance Benefits”):


 


(a)         An amount in cash equal to the sum of (i) $700,000 (the “Base Salary Payments”) and (ii) $13,960 (the
“Welfare Benefit Payments”), payable in substantially equal installments for 12 months following the Termination
Date (the “Payment Period”) in accordance with the Corporation’s normal payroll practices; provided that
(A) the first such payment shall be made on the first regularly scheduled payroll date in 2015 following the Release Effective
Date (the “Initial Payment Date”) and shall include all payments that would have otherwise been made between
the Termination Date and the Release Effective Date if such payments had commenced on the Termination Date and (B) if Jensen commences
alternate employment or self-employment at any time prior to the first anniversary of the Termination Date (other than any consulting
fees paid to him by the Corporation), the remaining Base Salary Payments shall be reduced in amount (to zero if applicable) by
Jensen’s salary, wages and other income received or earned or equity interests received or granted (or committed to be granted)
from such alternate employment or self-employment;


 


(b)         A lump sum cash payment equal to the product of (i) the cash bonus, if any, that would have been paid to Jensen pursuant
to the terms of the annual cash incentive plan in which Jensen participates in respect of the 2015 fiscal year had he remained
in employment and (ii) a fraction, the numerator of which is the number of days that elapsed in the 2015 fiscal year through the
Termination Date and the denominator of which is 365, payable on the date such bonuses are paid to then-current employees of the
Corporation;


 


(c)         83,333 shares of common stock, par value $0.01 per share, of the Company (each, a “Share”) to be delivered
on the Initial Payment Date in settlement of the 83,333 restricted stock units previously granted to Jensen that were scheduled
to vest on January 30, 2015 under the Restricted Stock Unit Award Agreement by and between the Corporation and Jensen, dated as
of January 30, 2014 (the “RSU Award Agreement”).


 


Notwithstanding any other provision of this
Agreement to the contrary, if, on or following the Termination Date, Jensen (i) fails to comply with his fiduciary obligations
to the Corporation or (ii) materially breaches any of the covenants under Section 6(d), 6(e), 6(f) or 6(g) of the Employment Agreement
or any other material ongoing obligations to which he is subject, then (A) Jensen shall immediately forfeit his right to receive
the Severance Benefits, to the extent then unpaid, and (B) the Corporation shall be entitled to require that (x) Jensen repay to
the Corporation an amount in cash equal to the gross amount of the Severance Benefits previously paid to him pursuant to Sections
3(a) and 3(b) hereof, if applicable, and (y) Jensen return to the Corporation each Share that he received pursuant to Section 3(c)
hereof, or to the extent he no longer holds all such Shares, that he repay to the Corporation an amount in cash equal to the fair
market value of such Shares that he no longer holds, determined based on the greater of the closing market price of the Shares
as of the Initial Payment Date or the closing market price of the Shares as of the date on which he sold such Shares. The Corporation
will provide Jensen with written notice of the breach and give him ten (10) days to either cure the breach, to the extent curable,
or explain why he does not believe there has been a breach. Jensen shall be required to repay the applicable amount, and return
any applicable Shares, within fourteen (14) days following the end of the cure period. This paragraph shall be in addition to any
other remedy at law or in equity available to the Corporation.


 



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4.          
Jensen Acknowledgements and Covenants.


 


(a)         Jensen acknowledges that the Corporation
has provided him with all monies and benefits to which he is owed under the Employment Agreement, the RSU Award Agreement or otherwise,
and that the Corporation’s agreement to provide the Severance Benefits is solely in exchange for the promises, releases and
agreements of Jensen set forth in this Agreement. Jensen further acknowledges that such Severance Benefits do not constitute an
admission by the “Releasees” (as defined below) of liability or of violation of any applicable law or regulation. The
Releasees expressly deny any liability or alleged violation and state this arrangement has been made in recognition of Jensen’s
service to the Corporation and for the purpose of compromising any and all claims of Jensen without the cost and burden of litigation.
Jensen acknowledges and agrees that he is required to execute and continue to comply with the terms of this Agreement as a condition
to receiving the Severance Benefits, and would not be entitled to the Severance Benefits if he did not do so.


 


(b)         Jensen shall provide written notice
to the Corporation if he commences alternate employment or self-employment during the Payment Period.


 


5.          General Release of Claims.


 


(a)         Jensen and his heirs, personal representatives, successors and assigns, hereby forever release, remise and discharge the
Corporation and its subsidiaries, and each of their past, present, and future officers, directors, shareholders, members, employees,
trustees, agents, representatives, affiliates, successors and assigns (collectively referenced herein as “Releasees”)
from any and all claims, claims for relief, demands, actions and causes of action of any kind or description whatsoever, known
or unknown, whether arising out of contract, tort, statute, treaty or otherwise, in law or in equity, which Jensen now has, has
had, or may hereafter have against any of the Releasees (i) from the beginning of time through the date upon which Jensen signs
this Agreement, and/or (ii) arising from, connected with, or in any way growing out of, or related to, directly or indirectly,
(A) Jensen’s service as an officer, director or employee, as the case may be, of the Corporation and its subsidiaries and
affiliates, (B) any transaction prior to the date upon which Jensen signs this Agreement and all effects, consequences, losses
and damages relating thereto, (C) the Amended and Restated Employment Agreement by and between the Corporation and Jensen, dated
as of January 20, 2014 (the “Employment Agreement”), (D) all cash incentive
awards, and all equity or equity-based awards granted, or promised to be granted, by the Corporation to Jensen and (E) Jensen’s
termination of employment with the Corporation under the common law or any federal or state statute, including, but not limited
to, all claims arising under Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991, as amended; The
Equal Pay Act; the False Claims Act, 31 U.S.C.A. § 3730, as amended, including, but not limited to, any right to personal
gain with respect to any claim asserted under its “qui tam” provisions; Sections 1981 through 1988 of Title 42 of the
United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended; The Immigration Reform and Control
Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as
amended (“ADEA”); The Older Workers’ Benefit Protection Act of
1990, as amended; The Workers Adjustment and Retraining Notification Act, as amended; The Occupational Safety and Health Act, as
amended; The Fair Labor Standards Act of 1938; Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”);
any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance;
any public policy, contract, tort, or common law; or any allegation for costs, fees, or other expenses including attorneys’
fees incurred in these matters.


 


(b)         Notwithstanding the foregoing, nothing in this Agreement will release or waive any rights or claims Jensen may have: (i)
under this Agreement or to the Severance Benefits; (ii) for indemnification under any written indemnification agreement by and
between Jensen and the Corporation and/or under applicable law or the Corporation’s charter or bylaws; (iii) under any applicable
insurance coverage(s) (including, without limitation, COBRA rights) ; (iv) with respect to any accrued and vested benefits under
any tax-qualified retirement plans of the Corporation; (v) with respect to any claims that cannot be waived by operation of law;
(vi) with respect to any claims which may arise after Jensen signs this Agreement; or (vii) with respect to Jensen’s
right to challenge the validity of the release under the ADEA.


 


(c)         Additionally, while Jensen acknowledges and understands that by this Agreement he foregoes, among other things, any and
all past and present rights to recover money damages or personal relief arising out of Jensen’s employment with the Corporation,
the Parties agree that this Agreement shall not preclude Jensen from filing any charge with the Equal Employment Opportunity Commission,
the National Labor Relations Board, or any other governmental agency or from any way participating in any investigation, hearing,
or proceeding of any government agency.


 



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6.          Affirmations. Jensen affirms that he has not filed or caused to be filed, and is not a party to any claim, complaint,
or action against the Corporation or any of its subsidiaries or affiliates in any forum or form. Jensen also affirms that he has
no known workplace injuries or occupational diseases, and has been provided and has not been denied any leave requested under the
Family and Medical Leave Act. Jensen disclaims and waives any right of reinstatement with the Corporation or any subsidiary or
affiliate thereof.


 


7.          Restrictive Covenants. Jensen acknowledges and agrees that any and all restrictive covenants to which he is subject,
including, but not limited to, those contained in Section 6 of the Employment Agreement, will continue in effect in accordance
with the terms and conditions thereof.


 


8.          Consultation with Attorney; Voluntary Agreement. Jensen acknowledges that (a) the Corporation has advised him of
his right to consult with an attorney of his own choosing prior to executing this Agreement, (b) Jensen has carefully read and
fully understands all of the provisions of this Agreement, and (c) Jensen is entering into this Agreement, including the provisions
set forth in Section 5 hereof, knowingly, freely and voluntarily in exchange for good and valuable consideration.


 


9.          Revocation. Jensen acknowledges that he has been given twenty-one (21) calendar days to consider the terms of this
Agreement, although he may sign it sooner. Jensen agrees that any modifications, material or otherwise, made to this Agreement
do not restart or affect in any manner the original twenty-one (21) calendar day consideration period. Jensen will have seven (7)
calendar days from the date this Agreement is originally executed by Jensen and the date of the Re-Execution to revoke his consent
to the terms of this Agreement. Such revocation must be in writing and sent via hand delivery or facsimile to the attention of
the Corporation’s Chief General Counsel, fax no: (303) 749-8201. Notice of such revocation must be received within the seven
(7) calendar days referenced above. In the event of such revocation by Jensen, this Agreement will not become effective and Jensen
will not have any rights to the Severance Benefits. Provided that Jensen does not revoke this Agreement within such seven-day period,
this Agreement will become effective on the eighth calendar day after the date on which Jensen signs it.


 


10.          Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be properly
given if personally delivered, delivered by overnight courier of national reputation (e.g., FedEx or UPS) or sent by registered
mail, return receipt requested, as follows:


 


To Employer:                    c/o Intrawest Resorts
Holdings, Inc.

1621 18th Street, Suite 300

Denver, CO 80202

Attention: Chief General Counsel


 


To Executive:                    William A. Jensen

At address currently on the Corporation’s records


 


11.          Governing Law. This Agreement will be governed by and construed and enforced according to the laws of the State of
Colorado, without regard to conflicts of laws principles thereof.


 


12.          Taxes. The Corporation may withhold from any amounts payable under this Agreement all federal, state, city or other
taxes as the Corporation is required to withhold pursuant to any applicable law, regulation or ruling. Notwithstanding any other
provision of this Agreement, the Corporation shall not be obligated to guarantee any particular tax result for Jensen with respect
to any payment provided hereunder, and Jensen shall be responsible for any taxes imposed on him with respect to any such payment.


 


13.          Entire Agreement. This Agreement constitutes the entire understanding between the Parties with respect to the subject
matter and supersedes, terminates, and replaces any prior or contemporaneous understandings or agreements with respect thereto.


 


14.          Section 409A. The intent of the Parties is that payments and benefits under this Agreement comply with Section 409A
of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted
and administered to be in compliance therewith. Each amount to be paid or benefit to be provided under this Agreement shall be
construed as a separate identified payment for purposes of Section 409A of the Code. The Corporation makes no representation that
any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no
undertaking to preclude Section 409A of the Code from applying to any such payment.


 


15.          Modifications. This Agreement may not be changed, amended, or modified unless done so in a writing signed by the
Corporation and Jensen.


 


[Signature Page Follows]


 



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IN WITNESS WHEREOF, the Parties have executed
this Agreement on the respective dates set forth below.


 


	 	Intrawest Resorts Holdings, Inc.
	 	 
	 	 
	 	 
	Dated: November 20, 2014	By:     /s/ Joshua B. Goldstein
	 	Name:     Joshua B. Goldstein
	 	Title:       Executive Vice President,
	 	Chief General Counsel, and
	 	Corporate Secretary
	 	 
	 	 
	 	William A. Jensen
	 	 
	 	 
	Dated: November 20, 2014	/s/ William A. Jensen


 


Jensen hereby re-executes this Agreement on the date set forth
below.


 


	 	William A. Jensen
	 	 
	 	 
	 	 
	Dated: ____________ ___, 201_	                                                           


 



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Schedule 1


 


[Entities]


 



    	 



    	 



    




SCHEDULE 1


 


	Entity Name	Title
	0827965 B.C. Ltd.	Chief Executive Officer
	0827965 B.C. Ltd.	Director
	1584041 Alberta ULC	Chief Executive Officer
	1584041 Alberta ULC	Director
	22 Station Development Corporation	President
	22 Station Development Corporation	Director
	2910942 Canada Inc.	Chief Executive Officer
	2910942 Canada Inc.	President
	2910942 Canada Inc.	Director
	379192 British Columbia Ltd.	Chief Executive Officer
	379192 British Columbia Ltd.	Director
	4023480 Canada Inc.	Chief Executive Officer
	4023480 Canada Inc.	President
	4023480 Canada Inc.	Director
	6068057 Canada Inc.	Chief Executive Officer
	6068057 Canada Inc.	President
	6068057 Canada Inc.	Director
	682523 Alberta Ltd.	President
	682523 Alberta Ltd.	Director
	Alpine Aerotech GP Ltd.	Chief Executive Officer
	Alpine Aerotech GP Ltd.	Director
	Blue Mountain Resorts GP Inc.	Chief Executive Officer and President
	Blue Mountain Resorts GP Inc.	Director
	Bugaboo Helicopter Skiing 1992 Inc.	Chief Executive Officer
	Bugaboo Helicopter Skiing 1992 Inc.	Director
	Canadian Mountain Holidays GP Inc.	Chief Executive Officer
	Canadian Mountain Holidays GP Inc.	Director
	Canmore Heli Service Ltd.	President
	Canmore Heli Service Ltd.	Director
	CDAE Acquisitions Corporation/Corporation d’Acquisitions CDAE	Chief Executive Officer
	CDAE Acquisitions Corporation/Corporation d’Acquisitions CDAE	Director
	Cheat Mountain Water Company, Inc.	President
	Cheat Mountain Water Company, Inc.	Director
	Copper Mountain, Inc.	President
	Copper Mountain, Inc.	Director
	Extraordinary Escapes Corporation	President
	Extraordinary Escapes Corporation	Director
	First Ascent Development Corporation	President
	First Ascent Development Corporation	Director
	ICRE, Inc.	President
	ICRE, Inc.	Director
	Intrawest California Holdings, Inc.	President
	Intrawest California Holdings, Inc.	Director
	Intrawest Colorado Events Marketing Inc.	President
	Intrawest Colorado Events Marketing Inc.	Director
	Intrawest Golf Holdings, Inc.	President
	Intrawest Golf Holdings, Inc.	Director
	Intrawest Hawaii, Inc.	President
	Intrawest Hawaii, Inc.	Director
	Intrawest Hospitality Management, Inc.	President



 


Page 1 of 3


 








    	 



    	 



    




SCHEDULE 1


 







	Intrawest Hospitality Management, Inc.	Director
	Intrawest Marketing, Inc.	Chief Executive Officer
	Intrawest Marketing, Inc.	Director
	Intrawest Mountain Adventures, Inc.	President
	Intrawest Mountain Adventures, Inc.	Director
	Intrawest Operations Group Holdings, LLC	Chief Executive Officer and President
	Intrawest Operations Group, LLC	Chief Executive Officer and President
	Intrawest Operations Group, LLC	Manager
	Intrawest Resort Ownership U.S. Corporation	President
	Intrawest Resort Ownership U.S. Corporation	Director
	Intrawest Resorts Holdings, Inc.	Director
	Intrawest Resorts Holdings, Inc.	Chief Executive Officer and President
	Intrawest Restaurants Hawaii Holdings, Inc.	Director
	Intrawest Restaurants Hawaii, Inc.	Director
	Intrawest Retail Group, Inc.	President
	Intrawest Retail Group, Inc.	Director
	Intrawest Shared Services, Inc.	President
	Intrawest Shared Services, Inc.	Director
	Intrawest Snowshoe Development, Inc.	President
	Intrawest Snowshoe Development, Inc.	Director
	Intrawest Stratton Development Corporation	President
	Intrawest Stratton Development Corporation	Director
	Intrawest Trading Company Inc.	President
	Intrawest Trading Company Inc.	Director
	Intrawest U.S. Commercial Property Management, Inc.	President
	Intrawest U.S. Commercial Property Management, Inc.	Director
	Intrawest U.S. Holdings Inc.	President
	Intrawest U.S. Holdings Inc.	Director
	Intrawest ULC	Director
	Intrawest ULC	Chief Executive Officer and President
	Intrawest Ventures, Inc.	President
	Intrawest Ventures, Inc.	Director
	Intrawest Waikoloa, Inc.	President
	Intrawest Waikoloa, Inc.	Director
	Intrawest/Eagle’s Nest, Inc.	President
	Intrawest/Eagle’s Nest, Inc.	Director
	Intrawest/Lake Las Vegas Development Corporation	President
	Intrawest/Lake Las Vegas Development Corporation	Director
	Intrawest/Lodestar Development Company	President
	Intrawest/Lodestar Development Company	Director
	Intrawest/Winter Park Development Corporation	President
	Intrawest/Winter Park Development Corporation	Director
	Intrawest/Winter Park Holdings Corporation	President
	Intrawest/Winter Park Holdings Corporation	Director
	Intrawest/Winter Park Operations Corporation	President
	Intrawest/Winter Park Operations Corporation	Director
	Intrawest/Winter Park Restaurant Corporation	Director
	IRG Restaurant Company	Director
	Juniper Properties, Inc.	President
	Juniper Properties, Inc.	Director
	Mammoth Hospitality Management, L.L.C.	Governing Board
	MMSA Investors, L.L.C.	Manager



 


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SCHEDULE 1


 







	Mont Tremblant Resort Inc./Station Mont Tremblant Inc.	Chief Executive Officer
	Mont Tremblant Resort Inc./Station Mont Tremblant Inc.	Director
	Northwest Maui Corporation	Director
	Northwest Maui Corporation	President
	Playground Advisory Services, LLC	President
	Playground Destination Properties Inc.	Chief Executive Officer
	Playground Destination Properties Inc.	Director
	Playground Mexico, S. de R.L. de C. V.	Chairman
	Playground Real Estate GP Ltd.	President
	Playground Real Estate GP Ltd.	Director
	Playground Real Estate Inc.	President
	Playground Real Estate Inc.	Director
	Playground Real Estate Ltd.	President
	Playground Real Estate Ltd.	Director
	Playground Services Inc.	President
	Playground Services Inc.	Director
	Resort Reservations Network, Inc.	President
	Resort Reservations Network, Inc.	Director
	Sandestin Resort & Club, Inc.	Director
	Sandestin Resort & Club, Inc.	President
	Snowshoe Mountain, Inc.	Director
	Steamboat Ski & Resort Corporation	President
	Steamboat Ski & Resort Corporation	Director
	The Stratton Corporation	President
	The Stratton Corporation	Director
	Tower Ranch Development Ltd.	President
	Tower Ranch Holding Corporation	President
	Upper Bench Development Corporation	President
	Upper Bench Development Corporation	Director
	Walton Pond Apartments, Inc.	President
	Walton Pond Apartments, Inc.	Director
	Westbrook Development Corporation	Chief Executive Officer
	Westbrook Development Corporation	Director




 


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