exhibit10_29d.htm


    
      

    

    Exhibit
      10.29(d)

     

     

    THIRD
      AMENDMENT

     

     

               
      This Third Amendment is dated as of July 19, 2007 by and between The Vail
      Corporation (d/b/a Vail Associates, Inc.) (“VA”) and William A. Jensen
      (“Executive”). 

     

     

    RECITALS

     

     

               
      A.        VA and Executive are parties to
      that certain Employment Agreement, dated as of May 1, 1997, as amended by the
      First Amendment, dated as of August 1, 1999, and the Second Amendment, dated
      as
      of July 22, 1999 (collectively “Employment Agreement”), whereby Executive agreed
      to render certain services and serve in the employ of VA under the terms and
      conditions provided for in the Employment Agreement; and

     

     

               
      B.         VA and Executive wish to
      amend certain terms and conditions of the Employment Agreement as hereinafter
      provided.  All terms not defined herein shall have the meaning given in the
      Employment Agreement.

     

     

    COVENANTS

     

     

               
      NOW THEREFORE, the parties agree hereto as follows:

     

     

            
      1.         Section 2(g) is hereby
      amended to add the following language as a new paragraph after the fifth full
      paragraph of Section 2(g):

     

     

    “Notwithstanding
      the foregoing,
      Executive shall have the right to purchase VA’s interest in the Residence at any
      time during the term of the Employment Agreement by providing VA notice of
      such
      intent to purchase.  Upon closing of the purchase of VA’s interest in
      the Residence by Executive, VA shall be entitled to receive its proportionate
      share of the appraised price, net of actual normal and customary closing costs
      incurred in connection with such purchase (e.g. title insurance premiums,
      transfer taxes, etc.) and material home improvements, each in accordance with
      the terms set forth herein.”

     

     

              2.             This
      Third Amendment shall be binding upon Executive, his spouse as acknowledged
      and
      agreed below, and the heirs, estate and personal representatives of
      Executive.  This Third Amendment shall run with the Residence and shall
      survive the termination or expiration of the Employment Agreement.  This
      Third Amendment may be disclosed to all persons and entities as necessary to
      enforce its terms or as may be required by law, including without limitation
      proxy statements of VA’s parent company or otherwise, and VA, in its sole and
      absolute discretion, may record this Third Amendment in the office of the Clerk
      and Recorder of Eagle County, Colorado.

     

     

            
       3.              All
      other terms and conditions stated in the Employment Agreement shall remain
      in
      full force and effect.  To the extent there is any conflict between the
      terms of this Third Amendment and the terms of the Employment Agreement, the
      terms of this Third Amendment shall control. 

     

     

               
      IN WITNESS whereof, the parties have executed this Third Amendment as of the
      day
      first written above.

     

     

    EXECUTIVE:                                                           
      THE VAIL CORPORATION (d/b/a VAIL ASSOCIATES,
      INC.)

     

     

    /s/
      William A. Jensen______               By:  /s/
      Robert A.
      Katz                                  

     

    William
      A. Jensen                       Name:     Robert
      A.
      Katz                                                                           

                       Its:       CEO                                              

     

     

    


     

     

    ACKNOWLEDGED
      AND AGREEMENT BY CHERYL S. ARMSTRONG-JENSEN.

     

     

    I,
      Cheryl
      S. Armstrong-Jensen, acknowledge that although I am not a party to the
      Employment Agreement or this Third Amendment, I specifically agree that, in
      connection with any ownership interest that I may have or hereafter acquire
      in
      the Residence, I will be bound by the terms of this Third Amendment and agree
      to
      cooperate with VA and Executive such that the terms of this Third Amendment
      may
      be fully performed for the benefit of VA.

     

     

       /s/
      Cheryl S.
      Armstrong-Jensen                             
Date:     7/19/07                                 

     

     

    Cheryl
      S.
      Armstrong-Jensen