Exhibit 10.36
PWRW&G DRAFT
12/20/01
EXECUTIVE EMPLOYMENT AGREEMENT
EXECUTIVE EMPLOYMENT AGREEMENT, made as of July 30, 2001 by and between AMERICAN
SKIING COMPANY, a Delaware corporation (the " Company"), and Foster A. Stewart,
Jr. (the "Executive").
WHEREAS, the Company desires to employ the Executive and the Executive desires
to continue to be so employed, on the terms and subject to the conditions set
forth in this agreement (the "Agreement");
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and
for other good and valuable consideration the parties hereto hereby agree as
follows:
1.
EMPLOYMENT: TERM.
THE COMPANY HEREBY
AGREES TO CONTINUE TO EMPLOY THE EXECUTIVE, AND THE EXECUTIVE AGREES TO CONTINUE
TO BE SO EMPLOYED BY THE COMPANY, UPON THE TERMS AND SUBJECT TO THE CONDITIONS
SET FORTH HEREIN, COMMENCING AS OF JULY 30, 2001 (THE "COMMENCEMENT DATE") AND
ENDING ON JULY 29, 2003 OR, IN THE EVENT OF THE EXECUTIVE'S RELOCATION TO SALT
LAKE CITY IN CONNECTION WITH HIS EMPLOYMENT HEREUNDER, JULY 29, 2004, IN EITHER
CASE UNLESS EARLIER TERMINATED IN ACCORDANCE WITH SECTION 4 OF THIS AGREEMENT;
PROVIDED, HOWEVER, THAT SUCH TERM SHALL AUTOMATICALLY BE EXTENDED FOR ADDITIONAL
ONE (1) YEAR PERIODS UNLESS, NOT LATER THAN SIXTY (60) DAYS PRIOR TO THE
EXPIRATION OF THE INITIAL PERIOD (OR ANY EXTENSION THEREOF PURSUANT TO THIS
SECTION 1), EITHER PARTY HERETO SHALL PROVIDE WRITTEN NOTICE OF ITS OR HIS
DESIRE NOT TO EXTEND THE TERM HEREOF TO THE OTHER PARTY HERETO (THE INITIAL
PERIOD TOGETHER WITH EACH ONE-YEAR EXTENSION SHALL BE REFERRED TO HEREINAFTER AS
THE "TERM").
2.
POSITION:
CONDUCT.
(A)
DURING THE TERM, THE EXECUTIVE WILL HOLD
THE TITLE AND OFFICE OF, AND SERVE AS A SENIOR VICE PRESIDENT OF THE COMPANY AND
THE COMPANY'S GENERAL COUNSEL.
THE EXECUTIVE SHALL BE RESPONSIBLE FOR THE
MANAGEMENT OF THE LEGAL DEPARTMENT OF THE COMPANY AND OF AMERICAN SKIING COMPANY
RESORT PROPERTIES, INC. ("ASCRP"). THE EXECUTIVE SHALL UNDERTAKE THE
RESPONSIBILITIES AND EXERCISE THE AUTHORITY CUSTOMARILY PERFORMED, UNDERTAKEN
AND EXERCISED BY PERSONS SITUATED IN A SIMILAR EXECUTIVE CAPACITY, AND SHALL
PERFORM SUCH OTHER SPECIFIC DUTIES AND SERVICES (INCLUDING SERVICE AS AN
OFFICER, DIRECTOR OR EQUIVALENT POSITION OF ANY DIRECT OR INDIRECT SUBSIDIARY
WITHOUT ADDITIONAL COMPENSATION) AS THE BOARD OF DIRECTORS OF THE COMPANY (THE
"BOARD") OR CHIEF EXECUTIVE OFFICER OF THE COMPANY (THE "CEO") SHALL REASONABLY
REQUEST.
THE EXECUTIVE SHALL REPORT DIRECTLY TO THE CEO OF THE COMPANY. DURING
THE TERM, THE COMPANY SHALL PROVIDE THE EXECUTIVE WITH EXECUTIVE OFFICE SPACE
AND ADMINISTRATIVE AND SECRETARIAL ASSISTANCE AND OTHER SUPPORT SERVICES
CONSISTENT WITH HIS POSITION.
(B)
DURING THE TERM, THE EXECUTIVE AGREES TO
DEVOTE HIS FULL BUSINESS TIME AND BEST EFFORTS AND ATTENTION TO THE BUSINESS AND
AFFAIRS OF THE COMPANY AND TO FAITHFULLY AND DILIGENTLY PERFORM, TO THE BEST OF
HIS ABILITY, ALL OF HIS DUTIES AND RESPONSIBILITIES HEREUNDER.
NOTHING IN THIS
AGREEMENT SHALL PRECLUDE THE EXECUTIVE FROM DEVOTING REASONABLE TIME AND
attention to (i) serving, with the approval of the Board or CEO, as a director,
trustee or member