exhibit10_21.htm


    
      

    

    Exhibit
      10.21

     

    VAIL
      RESORTS, INC.

     

    FORM
      OF RESTRICTED SHARE [UNIT] AGREEMENT

     

    THIS
      AGREEMENT, dated as of [date], is between Vail Resorts, Inc., a Delaware
      corporation (the “Company”), and [name of employee] (the
“Employee”).

     

    WHEREAS,
      the Employee has been granted the following award under the Company’s Amended
      and Restated 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.  Pursuant to the provisions of the Plan, the terms of
      which are incorporated herein by reference, the Employee is hereby awarded
      [number of shares][number of units] [Restricted Shares][Restricted Share Units]
      (the “Award”), subject to the terms and conditions of the Plan and those herein
      set forth.  The Award is granted as of [date] (the “Date of Grant”).
      Capitalized terms used herein and not defined shall have the meanings set forth
      in the Plan. 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] [Restricted Share Units] evidenced hereby is subject to
      the
      following terms and conditions:

     

    (a)  Vesting
      of Award.  Subject to Section 2(b) below and the other terms and
      conditions of this Agreement, this Award shall become vested in three equal
      annual installments, commencing on the first anniversary of the Date of Grant
      and continuing on each of the following two anniversaries of the Date of Grant.
      [RS: 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 Section
      2(a).]

     

    Notwithstanding
      any provision of this Agreement to the contrary, in the event of a Change in
      Control (as such term is defined below), this Award, if not already vested
      under
      this Section 2(a), will vest in full at the time of the Change in
      Control.  For purposes of this Agreement, “Change in Control” shall
      mean an event or series of events by which:

     

    (i)  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

     

    (ii)  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

     

    (iii)  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

     

    (iv)           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).

     

    (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
      prior to the date that the Award otherwise becomes vested, the unvested portion
      of the Award shall immediately be forfeited by the Employee and become the
      property of the Company.

     

    (c)  [RS:
      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 pursuant to Section 2(a) hereof 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.]

     

    [RSU:  Delivery.
      Upon the vesting of Restricted Share Units pursuant to Section 2(a) hereof
      and the satisfaction of any withholding tax liability pursuant to Section 5
      hereof, the certificates evidencing the Shares to which the vested Restricted
      Share Units relate shall be delivered to the Employee or other evidence of
      the
      Shares shall be provided to the Employee.]

     

    (d)  [RS:  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.]

     

    [RSU:  Rights
      of a Stockholder.  The Employee shall have no right to transfer,
      pledge, hypothecate or otherwise encumber the Restricted Share Units. The
      Employee shall not have the rights of a stockholder with respect to the
      Restricted Share Units, including the right to receive dividends.]

     

    (e)  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.

     

    5.  [RS:  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.]

     

    [RSU:
       Withholding. No later than the date of delivery of Shares pursuant
      to Section 2(c) 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 the 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.

            


    

    
      	
               

            	
              390
                Interlocken Crescent

            


    

    
      	
               

            	
              Suite
                1000

            


    

    
      	
               

            	
              Broomfield,
                Colorado 80021

            


    

    
      	
               

            	
              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.  [RSU:
      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 Award, then the Committee shall make
      such
      equitable changes or adjustments as it deems appropriate and adjust, in such
      manner as it deems equitable, including, without limitation, the number and
      kind
      of Shares, other securities or other consideration issued or issuable with
      respect to this Award. In the event that the Company shall declare an
      extraordinary cash dividend, then the Committee shall in its discretion either
      (i) pay you cash when and as your RSUs vest in an amount equal to the number
      of
      RSUs vested multiplied by the per share amount of such extraordinary cash
      dividend; or (ii) make such other adjustment as the Committee determines would
      provide you a substantially similar benefit.]

     

    9.  Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the laws of the State of Colorado, without giving effect to
      principles of conflict of laws.

     

    10.  Counterparts.  This
      Agreement may be executed in two counterparts, each of which shall constitute
      one and the same instrument.

     

    


     

    (Signature
      Page Follows)

     

    


     


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


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

     

    VAIL
      RESORTS, INC.

     

    By:

    Name:                                                                      

    Title:                                                                      

    


    


    


    


    EMPLOYEE:

    


    


    


    


    


    [Typewritten
      Name of Employee]