exhibit10_20.htm


    
      

    

    Exhibit
      10.20

     

    FORM
      OF
      STOCK OPTION AGREEMENT

     

    


     

    [Employee
      Name]

     

    [Address]

     

    [City,
      State, Zip]

     

    RE:
      Grant of Stock Option

     

    Dear
      [Name of Employee]:

     

    Vail
      Resorts, Inc. (the “Company”) is pleased to confirm that you were granted an
      award of an Option on [date] (the “Grant Date”) on the terms set forth
      herein.  Your Option is granted pursuant to the Company’s Amended and
      Restated 2002 Long Term Incentive and Share Award 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.           Option
      Terms.

     

    (a)           Grant.  On
      the Grant Date, you were granted an Option to purchase up to [Number] shares
      of
      the Company’s Common Stock, having $.01 par value (the “Option Shares”), at an
      exercise price per Option Share equal to [Amount] (the “Exercise Price”),
      payable upon exercise as set forth in paragraph 2 below.  Your Option
      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.  Your Option is not
      intended to be an “incentive stock option” within the meaning of Section 422 of
      the Internal Revenue Code of 1986, as amended.

     

    (b)           Exercisability/Vesting.  Your
      Option will be exercisable only to the extent it has vested.  Your
      Option will be vested with respect to 33-1/3% of the Option Shares (rounded
      to
      the nearest whole share) on each of the first through third 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, the unvested
      portion of your Option shall expire and be of no further force or
      effect.  Any such termination shall not affect the vested portion of
      your Option, which shall remain exercisable pursuant to paragraph 1(c)
      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 Option, 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 Option which has 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
      Option 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 Option.  In no event shall any part of your Option 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 Option that is not vested and exercisable on the
      date of termination of your employment shall expire and be
      forfeited.  The portion of your Option that is vested and exercisable
      on the date of such termination shall, to the extent not theretofore exercised,
      expire on the 90th day after
      such
      date of termination.

     

    2.           Procedure
      for Option 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 Option by delivering, to the
      attention of the Company’s General Counsel at the address set forth in paragraph
      8 below, written notice to the Company accompanied by payment in full, in a
      manner acceptable to the Company, of an amount equal to the product of the
      Exercise Price and the number of Option Shares to be acquired.  The
      Company may delay effectiveness of any exercise of your Option 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.           Option
      Not Transferable.

     

    Your
      Option is personal to you and is 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
      Option.  In the event of your death, your Option may be exercised only
      by the executor or administrator of your estate or the person or persons to
      whom
      your rights under the Option shall pass by will or by the laws of intestate
      succession.

     

    4.           Conformity
      with Plan.

     

    Your
      Option is intended to conform in all respects with, and is 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.

     

    5.           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.

     

    6.           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 Option,
      and the Company may defer such issuance or exercise unless indemnified by you
      to
      its satisfaction against the payment of any such amount.

     

    7.           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 Option, 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 kind of Shares, other securities
      or
      other consideration issued or issuable with respect to this Option; and (ii)
      the
      Exercise Price of this Option. 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 Option Shares represented by the vested portion of your Option
      multiplied by the per share amount of such extraordinary cash dividend and
      to
      the extent this Option is not then fully vested make similar additional payments
      in the future when and as the remaining portion of this Option vests; or (ii)
      reduce the Exercise Price of your Option 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.

     

    8.           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

            


    

     

    9.           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.

     

    10.         Code
      Section 409A.

     

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

     

    [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 8 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 of the
      provisions set forth in this Agreement and in the Plan.

     

    


     

    [Name
      of
      Employee]

     

     

    Date: