FORM OF SHARE APPRECIATION RIGHTS
AGREEMENT
[Employee
Name]
[Address]
[City, State,
Zip]
RE: Grant of Share Appreciation
Rights
Dear [Name of
Employee]:
Vail Resorts, Inc. (the “Company”)
is pleased to confirm that you were granted an award of Share
Appreciation Rights on [date] (the “Grant Date”) on the
terms set forth herein and pursuant to the Company’s Amended
and Restated 2002 Long Term Incentive and Share Award Plan (the
“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. Share
Appreciation Rights Terms.
(a) Grant . On the
Grant Date you were granted Share Appreciation Rights with respect
to [Number] shares of the Company’s common stock, $0.01 par
value per share (the “SAR Shares”), at an exercise
price per Share Appreciation Right equal to [Amount] (the
“Exercise Price”). Your Share Appreciation
Rights 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.
(b) Exercisability/Vesting
. Your Share Appreciation Rights will be exercisable
only to the extent they have vested. Your Share Appreciation Rights
will be vested with respect to [Percentage Amount]% of the SAR
Shares (rounded to the nearest whole share) on each of the [____,
through ______] 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, all of your unvested Share Appreciation Rights shall
expire and be of no further force or effect. Any such termination
shall not affect your vested Share Appreciation Rights, which shall
remain exercisable pursuant to paragraph 1(d) below.
(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 Share Appreciation Rights, 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 Share Appreciation Rights
which have 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 Share Appreciation Rights in exchange for a
payment equal to
