0000950162-06-000278 Sample Contracts

VAIL RESORTS, INC. RESTRICTED SHARE AGREEMENT
Restricted Share Agreement • March 3rd, 2006 • 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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VAIL RESORTS, INC. RESTRICTED SHARE AGREEMENT
Restricted Share Agreement • March 3rd, 2006 • Vail Resorts Inc • Services-miscellaneous amusement & recreation • New York

THIS AGREEMENT, effective as of September 30, 2005, between Vail Resorts, Inc. (the “Company”), a Delaware corporation, and Jeffrey W. Jones (the “Employee”).

SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 3rd, 2006 • Vail Resorts Inc • Services-miscellaneous amusement & recreation • New York

THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of February 17, 2006, but effective as of the Effective Date (hereinafter defined), among THE VAIL CORPORATION, a Colorado corporation doing business as “Vail Associates, Inc.” (the “Company”), the Required Lenders (as defined in the Credit Agreement referenced below) party hereto, and BANK OF AMERICA, N.A., as Administrative Agent (hereinafter defined).

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • March 3rd, 2006 • Vail Resorts Inc • Services-miscellaneous amusement & recreation • Colorado

This Separation Agreement and General Release (referred to as the “Agreement”) dated as of February 27, 2006, is by and between Adam M. Aron (referred to as the “EXECUTIVE”) and Vail Resorts, Inc. (referred to as the “COMPANY”). The EXECUTIVE and the COMPANY may be referred to collectively as the “Parties”.

EMPLOYMENT AGREEMENT
Employment Agreement • March 3rd, 2006 • Vail Resorts Inc • Services-miscellaneous amusement & recreation • New York

EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of February 28, 2006, by and between Vail Resorts, Inc., a Delaware corporation with its principal office in Avon, Colorado (the “Company”), and Robert A. Katz (“Executive”).

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