EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into October 15, 2008 by and between VAIL RESORTS, INC., a Delaware corporation (the “Company and Jeffrey W. Jones (“Executive”).

Whereas the parties had previously entered into that certain Amended and Restated Employment Agreement, dated September 29, 2004 (the “Original Agreement”), as amended by that First Amendment to Amended and Restated Employment Agreement (“First Amendment”), but now desire to make certain updates to the terms contained in that Original Agreement as required to comply with law and as otherwise agreed to herein and in order to accomplish the foregoing to enter into this replacement Agreement.

The parties hereto agree as follows:

(a)      The Company hereby employs Executive to serve as Senior Executive Vice President and Chief Financial Officer on the terms and conditions set forth herein. In such capacity, Executive shall have the responsibilities normally associated with such position, subject to the direction and supervision of the Chief Executive Officer (the “CEO and the Board of Directors of the Company (the “Board”).  Executive shall also serve as a member of the Board.

(b)      Executive accepts employment hereunder and agrees that, during the term of Executive’s employment, Executive will observe and comply with the policies and rules of the Company and devote substantially all Executive’s time during normal business hours and best efforts to the performance of Executive’s duties hereunder, which duties shall be performed in an efficient and competent manner and to the best of Executive’s ability.  Executive further agrees that, during the term of this Agreement, Executive will not, without the prior written consent of the CEO and the Board, directly or indirectly engage in any manner in any business or other endeavor, either as an owner, employee, officer, director, independent contractor, agent, partner, advisor, or in any other capacity calling for the rendition of Executive’s personal services.  This restriction shall not preclude Executive from having passive investments, and devoting reasonable time to the supervision thereof (so long as such does not create a conflict of interest or interfere with Executive’s obligations hereunder), in any business or enterprise that is not in competition with any business or enterprise of the Company or any of its parents, subsidiaries or affiliates (collectively, the “Companies”).  This Agreement shall not limit Executive’s community or charitable activities so long as such activities do not impair or interfere with Executive’s performance of the services contemplated by this Agreement.

For all services rendered by Executive to or on behalf of the Companies, the Company shall provide or cause to be provided to Executive, subject to making any and all withholdings and deductions required of the Company or its affiliates by law with all other income tax consequences being borne by Executive, the following:

(a)            Base Salary .  Executive shall receive a base salary of Four Hundred Fifty Five Thousand Two Hundred Seventy One Dollars ($455,271.00) per year (the “Base Salary”), payable in accordance with the normal payroll practices of the Company, and net of mandatory time off deductions and other applicable withholding and deductions.  Executive’s Base Salary shall be reviewed annually by the CEO and the Compensation Committee of the Board (the “Compensation Committee”).  Any increases in such Base Salary shall be at the discretion of the Compensation Committee, after consultation with and upon recommendation of the CEO, and Executive acknowledges that the Compensation Committee is not obligated to grant any increases.  The Base Salary shall not be lowered during the term of this Agreement without Executive’s written consent.

 (b)       Vail Resorts Management Incentive Plan for Corporate Executives .  Executive shall be entitled to participate in the Management Incentive Plan for Corporate Executives (the “MIP”) on the same terms as may be applicable to other senior executives of the Company and subject to the terms of the MIP.  Under the MIP, Executive’s target annual bonus will be Sixty Percent (60%) of Executive’s Base Salary based upon Executive’s performance in light of objectives established by the CEO, and the Companies’ performance in light of objectives established by the Compensation Committee.  Any awards under the MIP are at the discretion of the Compensation Committee.

 (c)        Benefits; Paid Time Off . Executive shall be eligible to participate in the benefit plans and perks and on the same terms as may be extended generally to other senior executives of the Companies and to the extent Executive is eligible under the terms of the applicable plan.  Executive shall also receive Two Hundred Sixteen (216) hours of paid time off, which amount shall include hours for paid holidays, as well as be required to take such hours of mandatory-time-off in accordance with the Company’s policies and procedures.

(d)       Clubs and Other Privileges .  Executive shall, subject to applicable rules in effect from time to time, be entitled during the term of employment to the benefits of membership in such of the private clubs owned and operated by the Company as designated by the CEO from time to time  (collectively “Clubs”) as part of the Company’s quality evaluation program and subject to completion of bi-annual feedback surveys; provided that Executive shall not actually be a member of such Clubs and in no event shall Executive be entitled to any claim of reimbursement for any initiation or similar fees.  Executive shall be solely responsible for the payment of any and all charges incurred at such Clubs, but may utilize Executive’s annual allowance provided pursuant to Executive Perquisite Fund (as may be in effect from time to time) to pay such charges, excepting only the payment of regular dues, which Executive shall not be obligated to pay.  In addition, Executive shall receive all other benefits and perquisites on the same terms afforded from time to time to senior executives generally ( e.g ., season ski passes, executive perquisite fund).

(e)            Expense Reimbursement .  Executive shall have a travel and entertainment budget that is reasonable in light of Executive’s position and responsibilities and shall be reimbursed for all reasonable business-related travel and entertainment expenses incurred by Executive thereunder upon submission of appropriate documentation thereof in compliance with applicable Company policies.

 (f)       Legal Expenses .  The Company shall reimburse Executive’s reasonable documented legal fees and expenses (not to exceed $10,000) incurred in the review and negotiation of this Agreement.

(h)        Long Term Incentive Compensation .  Executive shall be entitled to receive certain long term compensation as set forth in the First Amendment, all in accordance with the terms and conditions set forth therein which shall be incorporated herein with full force and effect.

(a)            Term .  The effective date of this Agreement shall be October 15, 2008 (“Employment Commencement Date”).  Unless terminated earlier, the term of this Agreement shall be for the period commencing with the Employment Commencement Date and continuing through October 15, 2011 and shall thereafter be automatically renewed for successive one-year periods unless, no later than 60 days before the expiration of the then-current term, either Executive or the Company gives the other written notice of non-renewal, in which case this Agreement shall expire upon the conclusion of the then-current initial or renewal term.

(b)       Termination for Cause .  The Company may terminate this Agreement at any time for “Cause”.  For purposes of this Agreement, “Cause” shall mean (i) any conduct involving gross negligence, gross mismanagement, or the unauthorized disclosure of confidential information or trade secrets; (ii) dishonesty or a violation of the Company’s Code of Ethics and Business Conduct that has or reasonably could be expected to result in a detrimental impact on the reputation, goodwill or business position of any of the Companies; (iii) gross obstruction of business operations or illegal or disreputable conduct by Executive that impairs or reasonably could be expected to impair the reputation, goodwill or business position of any of the Companies, and any acts that violate any policy of the Company relating to discrimination or harassment; (iv) commission of a felony or a crime involving moral turpitude or the entrance of a plea of guilty or nolo contedere to a felony or a crime involving moral turpitude; or (v) any action involving a material breach of the terms of the Agreement including material inattention to or material neglect of duties and Executive shall not have remedied such breach within 30 days after receiving written notice from the Board specifying the details thereof.  In the event of a termination for Cause, Executive shall be entitled to receive only Executive’s then-current Base Salary through the date of such termination.  Further, Executive acknowledges that in the event of such a termination for Cause, Executive shall not be entitled to receive any bonus payment for the year of termination or subsequent years under the MIP or any other incentive compensation plan in which Executive is then participating.

(c)       Termination Without Cause .  The Company may terminate this Agreement at any time without Cause, by giving Executive written notice specifying the effective date of such termination.  In the event of a termination without Cause and provided that Executive and the Company execute (and, if applicable, thereafter not revoke) a written release in connection with such termination substantially in the form attached hereto as Annex I (the “Mutual Release”), Executive shall be entitled to receive (i) Executive’s then-current Base Salary through the effective date of such termination, (ii) a pro-rated bonus for the portion of the Company’s fiscal year through the effective date of such termination, which shall be based on applying the level of achievement of the performance targets (with respect to both Executive and the Companies) to Executive’s target bonus for the year of such termination payable in a lump sum at the same time as bonuses are paid to the Company’s senior executives generally (the “Pro-Rated Bonus”), and (iii) twelve (12) months of Executive’s then current Base Salary payable in a lump sum.  For the purposes of this section, any written notice of non-renewal given by the Company pursuant to Section 3(a) of this Agreement shall be deemed termination without Cause. Any payment to Executive made pursuant hereto shall be paid to Executive no later than the date that is two and a half months following the calendar year in which such termination without Cause occurs.

(d)       Termination By Executive For Good Reason .  Executive shall be entitled to terminate this Agreement at any time for “Good Reason” by giving the Company written notice of such termination.  For purposes of this Agreement, “Good Reason” shall mean (i) the Company has breached its obligations hereunder in any material respect, (ii) the Company has decreased Executive’s then current Base Salary, (iii) Executive is directed to relocate Executive’s principal office more than 30 miles from Interlocken Business Park without Executive’s consent, and/or (iv) the Company has effected a material diminution in Executive’s reporting title, responsibilities, authority, or duties as in effect immediately prior to such change, which shall also be deemed to have occurred, in the case of a Change in Control, as defined below, if the Company is no longer listed on a public trading exchange; provided , however , that Executive shall not have the right to terminate this Agreement for Good Reason unless: (a) Executive has provided notice to the Company of any of the foregoing conditions within 90 days of the initial existence of the condition executive was aware or reasonably should have been; (B) the Company has been given at least 30 days after receiving such notice to cure such condition; and (C) Executive actually terminates employment within [six months] following the initial existence of the condition.  In such event, provided that Executive and the Company have executed (and, if applicable, thereafter not revoked) the Mutual Release, Executive shall be entitled to receive (w) Executive’s then current Base Salary through the effective date of such termination, (x) a Pro-Rated Bonus, (y) twelve (12) months of Executive’s then current Base Salary payable in a lump sum.  Any payment to Executive made pursuant hereto shall be paid to Executive no later than the date that is two and a half months following the calendar year in which such termination for Good Reason occurs.

(e)            Termination By Executive Without Good Reason .  Executive may also terminate this Agreement at any time without Good Reason by giving the Company at least thirty (30) days’ prior written notice.  In such event, Executive shall be entitled to receive only Executive’s then-current Base Salary through the date of termination.  Further, Executive acknowledges that in the event of such a termination without Good Reason, Executive shall not be entitled to receive any bonus payment for the year of termination or subsequent years under the MIP or any other incentive compensation plan in which Executive is then participating.

(f)            Termination Due To Disability .  In the event that Executive becomes “Totally and Permanently Disabled” (as reasonably determined by the Board acting in good faith), the Company shall have the right to terminate this Agreement upon written notice to Executive; provided, however, that in the event that Executive and the Company execute (and, if applicable, thereafter not revoke)  the Mutual Release, Executive shall be entitled to receive (i) Executive’s then-current Base Salary through the date of such termination, (ii) a Pro-Rated Bonus, and (iii) Executive’s then-current Base Salary, net of short term disability payments remitted to Executive by the Company pursuant to the Company’s Short-Term Disability Plan, through the earlier of (y) the scheduled expiration date of this Agreement (but in no event less than twelve (12) months from the date of disability) or (z) the date on which Executive’s long-term disability insurance payments commence.

(h)       Termination Due To Death .  This Agreement shall be deemed automatically terminated upon the death of Executive.  In such event, provided Executive’s personal representative and the Company execute a release substantially in the form of the Mutual Release, Executive’s personal representative shall be entitled to receive (i) Executive’s then-current Base Salary through such date of termination, and (ii) a Pro-Rated Bonus.

(i)            Other Benefits .  Upon Executive’s termination pursuant to Sections 3(c) or (d), and, in the event that Executive and the Company execute (and, if applicable, thereafter not revoke) the Mutual Release, the Company agrees to pay Executive, in lump sum, one year’s COBRA premiums for continuation of health and dental coverage in existence at the time of such termination, as determined as of Executive’s date of termination . This payment will be remitted to Executive at the same time that Executive is paid pursuant to Sections 3(c) and (d).  Except as expressly set forth in this Section 3, Executive shall not be entitled to receive any compensation or other benefits in connection with the termination of Executive’s employment.