VAIL RESORTS, INC. RESTRICTED SHARE AGREEMENT
VAIL
RESORTS, INC.
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 [insert
applicable plan] 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.
1. 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] Restricted Shares
(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.
2. Terms
and Conditions. It
is understood and agreed that the Award of Restricted Shares evidenced hereby
is
subject to the following terms and conditions:
(a) 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. 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).
(b) Termination
of Service; Forfeiture of Unvested Shares.
In the
event of a termination of the Employee’s employment with the Company and its
Subsidiaries prior to the date the Award otherwise becomes vested, the unvested
portion of the Award shall immediately be forfeited by the Employee and become
the property of the Company.
(c) Certificates. Each
certificate or other evidence of ownership issued in respect of Restricted
Shares awarded hereunder shall be deposited with the Company, or its designee,
together with, if requested by the Company, a stock power executed in blank
by
the Employee, and shall bear a legend disclosing the restrictions on
transferability imposed on such Restricted Shares by this Agreement (the
“Restrictive Legend”). Upon the vesting of Restricted Shares pursuant to
Section 2(a) hereof and the satisfaction of any withholding tax liability
pursuant to Section 5 hereof, the certificates evidencing such vested
Shares, not bearing the Restrictive Legend, shall be delivered to the Employee
or other evidence of vested Shares shall be provided to the
Employee.
(d) Rights
of a Stockholder. Prior
to the time a Restricted Share is fully vested hereunder, the Employee shall
have no right to transfer, pledge, hypothecate or otherwise encumber such
Restricted Share. During such period, the Employee shall have all other rights
of a stockholder, including, but not limited to, the right to vote and to
receive dividends (subject to Section 2(a) hereof) at the time paid on such
Restricted Shares.
(e) No
Right to Continued Employment.
This
Award shall not confer upon the Employee any right with respect to continuance
of employment by the Company nor shall this Award interfere with the right
of
the Company to terminate the Employee’s employment at any time.
3. Transfer
of Shares.
The
Shares delivered hereunder, or any interest therein, may be sold, assigned,
pledged, hypothecated, encumbered, or transferred or disposed of in any other
manner, in whole or in part, only in compliance with the terms, conditions
and
restrictions as set forth in the governing instruments of the Company,
applicable federal and state securities laws or any other applicable laws or
regulations and the terms and conditions hereof.
4. Expenses
of Issuance of Shares.
The
issuance of stock certificates hereunder shall be without charge to the
Employee. The Company shall pay any issuance, stamp or documentary taxes (other
than transfer taxes) or charges imposed by any governmental body, agency or
official (other than income taxes) by reason of the issuance of
Shares.
5. Withholding.
No
later than the date of vesting of (or the date of an election by the Employee
under Section 83(b) of the Code with respect to) the Award granted
hereunder, the Employee shall pay to the Company or make arrangements
satisfactory to the Committee regarding payment of any federal, state or local
taxes of any kind required by law to be withheld at such time with respect
to
such Award and the Company shall, to the extent permitted or required by law,
have the right to deduct from any payment of any kind otherwise due to the
Employee, federal, state and local taxes of any kind required by law to be
withheld at such time. The Employee may elect to have the Company withhold
Shares to pay any applicable withholding taxes resulting from the Award, in
accordance with any rules or regulations of the Committee then in
effect.
6. References. References
herein to rights and obligations of the Employee shall apply, where appropriate,
to the Employee’s legal representative or estate without regard to whether
specific reference to such legal representative or estate is contained in a
particular provision of this Agreement.
7. Notices. Any
notice required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been given when delivered personally or
by
courier, or sent by certified or registered mail, postage prepaid, return
receipt requested, duly addressed to the party concerned at the address
indicated below or to such changed address as such party may subsequently by
similar process give notice of:
|
If
to the Company:
|
Vail
Resorts, Inc.
|
|
Attention:
|
General
Counsel
|
|
Via
U.S. Mail:
|
X.X.
Xxx 0
|
|
Xxxx,
Xxxxxxxx 00000
|
|
Via
Hand Delivery:
|
000
Xxxxxxxxx Xxxx
|
|
Xxxx,
Xxxxxxxx 00000
|
|
If
to the Employee:
|
At
the Employee’s most recent address shown on the Company’s corporate
records, or at any other address which the Employee may specify in
a
notice delivered to the Company in the manner set forth
herein.
|
8. Governing
Law. This
Agreement shall be governed by and construed in accordance with the laws of
Colorado, without giving effect to principles of conflict of laws.
9. Counterparts. This
Agreement may be executed in two counterparts, each of which shall constitute
one and the same instrument.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.
VAIL
RESORTS, INC.
By:
Name:
__________________________
Title:
___________________________
EMPLOYEE:
___________________________
[Typewritten
Name of Employee]
