exhibit10_22.htm


    
      

    

    Exhibit
      10.22

     

    FORM
      OF
      SHARE APPRECIATION RIGHTS AGREEMENT

     

    


     

    [Employee
      Name]

    [Address]

    [City,
      State, Zip]

    


    RE:  Grant
      of Share Appreciation Rights

     

    Dear
      [Name of Employee]:

     

    Vail
      Resorts, Inc. (the “Company”) is pleased to confirm that you were granted an
      award of Share Appreciation Rights on [date] (the “Grant Date”) on the terms set
      forth herein and pursuant to the Company’s Amended and Restated 2002 Long Term
      Incentive and Share Award Plan (the “Plan”), the terms of which are incorporated
      herein by reference. Capitalized terms used and not defined herein have the
      meanings set forth in the Plan.

     

    1.
      Share Appreciation Rights Terms.

     

    (a)  Grant.  On
      the Grant Date you were granted Share Appreciation Rights with respect to
      [Number] shares of the Company’s common stock, $0.01 par value per share (the
“SAR Shares”), at an exercise price per Share Appreciation Right equal to
      [Amount] (the “Exercise Price”).  Your Share Appreciation Rights will
      expire at the close of business on the tenth anniversary of the Grant Date
      (the
“Expiration Date”), subject to earlier expiration in connection with the
      termination of your employment as provided below.

     

    (b)  Exercisability/Vesting.  Your
      Share Appreciation Rights will be exercisable only to the extent they have
      vested. Your Share Appreciation Rights will be vested with respect to
      [Percentage Amount]% of the SAR Shares (rounded to the nearest whole share)
      on
      each of the [____, through ______] anniversaries of the Grant Date, if and
      only
      if you have been continuously employed by the Company and/or its Subsidiaries
      from the date of this Agreement through such dates.  Upon the
      termination of your employment for any reason, by you or by the Company and/or
      its Subsidiaries, with or without cause, all of your unvested Share Appreciation
      Rights shall expire and be of no further force or effect. Any such termination
      shall not affect your vested Share Appreciation Rights, which shall remain
      exercisable pursuant to paragraph 1(d) below.

     

    (c)  Change
      in Control.

     

    (i)  As
      used in 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 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 (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 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;
      or

    


    (D)
      the
      Company 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).

    


    (ii)  Notwithstanding
      any provision of this Agreement to the contrary, in the event of a Change in
      Control, your Share Appreciation Rights, if not already vested under Section
      1(b) above, will vest in full at the time of the Change in Control.

     

    (iii)  In
      connection with the Change in Control, the Company may, on not less than 20
      days’ notice to you, provide that any portion of your Share Appreciation Rights
      which have not been exercised prior to or in connection with the Change in
      Control will be forfeited.  In lieu of requiring such exercise, the
      Company may provide for the cancellation of your Share Appreciation Rights
      in
      exchange for a payment equal to the excess (if any) of the consideration per
      share of common stock receivable in connection with such Change in Control
      over
      the Exercise Price, which amount, plus accrued interest thereon, shall be paid
      to you in accordance with the terms of the Change in Control.

     

    (d)  Termination
      of Share Appreciation Rights.  In no event shall any part of your
      Share Appreciation Rights be exercisable after the Expiration Date set forth
      in
      paragraph 1(a). if your employment with the Company and/or its Subsidiaries
      terminates for any reason, that portion of your Share Appreciation Rights that
      is not vested and exercisable on the date of termination of your employment
      shall expire and be forfeited. The portion of your Share Appreciation Rights
      that is vested and exercisable on the date of such termination shall, to the
      extent not theretofore exercised, expire an the 90th day after such date of
      termination.

     

    2.
      Procedure for Share Appreciation Rights Exercise.

     

    You
      may,
      at any time or from time to time, to the extent permitted hereby, exercise
      all
      or any portion of your vested portion of your Share Appreciation Rights by
      delivering, to the attention of the Company’s General Counsel at the address set
      forth in paragraph 9 below, written notice to the Company of the number of
      Share
      Appreciation Rights to be exercised.  The Company may delay
      effectiveness of any exercise of your Share Appreciation Rights for such period
      of time as may be necessary to comply with any legal or contractual provisions
      to which it may be subject relating to the issuance of its securities, it being
      understood that such exercise shall be effective immediately upon completion
      of
      such compliance notwithstanding the occurrence of the Expiration
      Date.

     

    3.
      Payment for Share Appreciation Rights.

     

    Upon
      your
      exercise of the Share Appreciation Rights, the Company shall pay you in SAR
      Shares an amount equal to the quotient of (i) the product of (x) the positive
      difference (if any) between the Fair Market Value of a SAR Share on the exercise
      date and the Exercise Price, multiplied by (y) the number of Share Appreciation
      Rights being exercised, divided by (ii) the Fair Market Value of a SAR Share
      on
      the exercise date. Any fractional SAR Shares shall be paid to you in
      cash.

     

    4.
      Share Appreciation Rights Not Transferable.

     

    Your
      Share Appreciation Rights are personal to you and are not transferable by you,
      other than by will or by the laws of descent and distribution. During your
      lifetime, only you (or your guardian or legal representative) may exercise
      your
      Share Appreciation Rights. In the event of your death, your Share Appreciation
      Rights may be exercised only by the executor or administrator of your estate
      or
      the person or persons to whom your rights under the Share Appreciation Rights
      shall pass by will or by the laws of intestate succession.

     

    5.
      Conformity with Plan.

     

    Your
      Share Appreciation Rights are intended to conform in all respects with, and
      are
      subject to, all applicable provisions of the Plan, the terms and conditions
      of
      which are incorporated herein by reference. Any inconsistencies between this
      Agreement and the Plan shall be resolved in accordance with the Plan. By
      executing and returning a copy of this Agreement, you acknowledge your receipt
      of this Agreement and the Plan and agree to be bound by all the terms of this
      Agreement and the Plan.

     

    6.
      Rights of Participants.

     

    Nothing
      in this Agreement shall interfere with or limit in any way the right of the
      Company and/or its Subsidiaries to terminate your employment at any time (with
      or without cause), or confer upon you any right to continue in the employ of
      the
      Company and/or its Subsidiaries for any period of time or to continue to receive
      your current (or other) rate of compensation, Nothing in this Agreement shall
      confer upon you any right to be selected to receive additional awards under
      the
      Plan or otherwise.

     

    7.
      Withholding of Taxes.

     

    The
      Company may, if necessary or desirable, withhold from any amounts due and
      payable to you by the Company or a Subsidiary (or secure payment from you in
      lieu of withholding) the amount of any withholding or other tax due from the
      Company or Subsidiary with respect to the issuance or exercise of your Share
      Appreciation Rights, and the Company may defer such issuance or exercise unless
      indemnified by you to its satisfaction against the payment of any such
      amount.

     

    8.
      Adjustments.

     

    In
      the
      event that the Committee shall determine that any dividend in Shares,
      recapitalization, Share split, reverse split, reorganization, merger,
      consolidation, spin-off, combination, repurchase, share exchange, or other
      similar corporate transaction or event affects the Shares such that an
      adjustment is appropriate in order to prevent dilution or enlargement of your
      rights under this Share Appreciation Rights Agreement, then the Committee shall
      make such equitable changes or adjustments as it deems appropriate and adjust,
      in such manner as it deems equitable, any or all of: (i)  the number and
      kinds of SAR Shares, other securities or other consideration subject to the
      Share Appreciation Rights; and (ii) the Exercise Price of the Share Appreciation
      Rights.  In the event that the Company shall declare an extraordinary
      cash dividend, then the Committee shall in its discretion either (i) pay you
      cash on the payment date of such dividend in an amount equal to the number
      of
      SAR Shares represented by the vested portion of your Share Appreciation Rights
      multiplied by the per share amount of such extraordinary cash dividend and
      to
      the extent these Share Appreciation Rights are not then fully vested make
      similar additional payments in the future when and as the remaining portion
      of
      these Share Appreciation Rights vest; or (ii) reduce the Exercise Price of
      your
      Share Appreciation Rights by an amount equal to the per share extraordinary
      dividend; or (iii) make such other adjustment as the Committee determines would
      provide you a substantially similar benefit.

     

    9.
      Notice.

     

    Any
      notice required or permitted to be given to the Company 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 Company as
      follows:

     

    Vail
      Resorts, Inc.

    390
      Interlocken Crescent

    Suite
      1000

    Broomfield,
      Colorado 80021

    Attention:  General
      Counsel

    l0.
      Governing Law.

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Colorado without reference to the principles of conflict of
      laws.

     

    11.
      Code Section 409A.

     

    It
      is
      intended that this award of Share Appreciation Rights comply with Code Section
      409A and the guidance promulgated thereunder regarding the permissible deferral
      of compensation under the grant of Share Appreciation Rights.

     

    (Signature
      Page Follows)

     


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    To
      confirm your understanding and acceptance of the terms and provisions set forth
      in this Agreement, please execute the extra copy of this Agreement in the space
      below and return it to the attention of the Company’s General Counsel at the
      address set forth in paragraph 9 above.

     

    Very
      truly yours,

     

    VAIL
      RESORTS, INC.

     

    


     

    By:  __________________________

    Name:
      ________________________

    Title:
      _________________________

     

    The
      undersigned hereby acknowledges that he or she has read this Agreement and
      has
      received a copy of the Plan and hereby agrees to be bound by all the provisions
      set forth in this Agreement and in the Plan,

     

    _______________________________

    [Name
      of
      Employee]

    


    Date:
      __________________________