0000812011-07-000054 Sample Contracts

VAIL RESORTS, INC. FORM OF RESTRICTED SHARE [UNIT] AGREEMENT
Agreement • September 27th, 2007 • Vail Resorts Inc • Services-miscellaneous amusement & recreation • Colorado

THIS AGREEMENT, dated as of [date], is between Vail Resorts, Inc., a Delaware corporation (the “Company”), and [name of employee] (the “Employee”).

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FORM OF SHARE APPRECIATION RIGHTS AGREEMENT
Share Appreciation Rights Agreement • September 27th, 2007 • Vail Resorts Inc • Services-miscellaneous amusement & recreation • Colorado

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.

THIRD AMENDMENT
Third Amendment • September 27th, 2007 • Vail Resorts Inc • Services-miscellaneous amusement & recreation

This Third Amendment is dated as of July 19, 2007 by and between The Vail Corporation (d/b/a Vail Associates, Inc.) (“VA”) and William A. Jensen (“Executive”).

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