Exhibit 10.17
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.
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.
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:
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).
Termination of Service; Forfeiture of Unvested
Shares ;
Death. 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
![VAIL RESORTS, INC.
FORM OF RESTRICTED SHARE [UNIT] AGREEMENT | Document Parties: VAIL RESORTS INC](/images/dev/header/icon-document.gif){kind=icon}
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FORM OF RESTRICTED SHARE [UNIT] AGREEMENT, Parties: vail resorts inc](/images/banner-right-doc-view.gif)
