UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date
of
Report (Date of Earliest Event Reported): August
6, 2007
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Vail
Resorts, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-9614
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51-0291762
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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390
Interlocken Crescent, Suite 1000,
Broomfield,
Colorado
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80021
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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(303)
404-1800
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Not
applicable
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(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any
of the following provisions:
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[
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Written communications pursuant to Rule 425 under the Securities
Act
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[
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Soliciting materials pursuant to Rule 14a-12 under the Exchange
Act
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[
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
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[
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
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Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
On
August
6, 2007, Vail Resorts Development Company, a wholly-owned subsidiary of Vail
Resorts, Inc. (the “Company”) entered into an Amendment to Employment Agreement
with Keith Fernandez, President of Vail Resorts Development Company, to grant
certain awards of restricted stock units totaling $450,000 in value, pursuant
to
the terms of the Company’s Amended and Restated 2002 Long Term Incentive and
Share Award Plan. All other aspects of Mr. Fernandez’s employment agreement
remain in full force and effect. The foregoing description of Mr. Fernandez’s
employment agreement is qualified in its entirety by reference to the agreement
attached as Exhibit 10.1 to this current report.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
A
list of
exhibits furnished herewith is contained on the Exhibit Index which immediately
precedes such exhibits and is incorporated herein by reference.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Dated:
August 8, 2007
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Vail
Resorts, Inc.
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By:
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/s/
Jeffrey W. Jones
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Jeffrey
W. Jones
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Senior
Executive Vice President and Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Amendment
to Employment Agreement, dated as of August 6, 2007, by and between
Vail
Resorts Development Company and Keith Fernandez.
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EXHIBIT
10.1
AMENDMENT
TO EMPLOYMENT AGREEMENT
This
AMEDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is made and entered into as
of August 6, 2007 (the “Effective Date”), by and between VAIL RESORTS
DEVELOPMENT COMPANY (“VRDC”), a wholly-owned subsidiary of VAIL RESORTS, INC.
(“VRI”), and Keith Fernandez (“Executive”).
RECITALS
A. VRDC
and
Executive entered into that certain Employment Agreement, dated as of May 4,
2006 (the “Original Agreement”), in connection with Executive’s appointment as
President and Chief Operating Officer of VRDC; and
B. VRDC
and
Executive desire
to
amend the Original Agreement.
NOW,
THEREFORE, the parties hereto agree as follows:
1. Section
2(d) of the Original Agreement is hereby deleted and replaced in its entirety
as
follows:
(d) Long
Term Incentive Compensation.
On the
Effective Date (the “Grant Date”), Executive shall be entitled to receive
certain grants of VRI Restricted Stock Units (“RSUs”), subject to the terms of
the VRI Amended and Restated 2002 Long Term Incentive and Share Award Plan
(or
such successor equity compensation plan, together, the “Equity Compensation
Plan”) and the agreement provided pursuant thereto, as follows: (1) a grant of
RSUs with a value of $150,000 (calculated using the Company’s standard valuation
methodology) in respect of services performed by Executive for the fiscal year
ended July 31, 2007, which shall vest immediately upon grant, and
(2)
a grant
of RSUs,
with
a
value of
$300,000 (calculated using the Company’s standard valuation
methodology)
which
shall vest in two equal increments,
1/2 on the first anniversary of the Grant Date and 1/2 on the second anniversary
of the Grant Date. Thereafter,
each year commencing on or about October 2007 or such other
date as
determined by the Compensation Committee of the Board of Directors of
VRI
(the
“Compensation Committee”),
the
Executive shall receive an equity incentive grant, in such form as determined
by
the Compensation Committee, under and subject to the terms of the Equity
Compensation
Plan and the agreement provided pursuant thereto, in a value of $450,000 (using
the Company’s standard valuation methodology), as such value and terms,
including the period of vesting, may
be
adjusted by the Compensation Committee in their sole discretion.
2. The
Original Agreement is hereby amended throughout to replace the words “restricted
VRI shares” and “restricted shares” with the term RSUs as defined in Section
2(d) of the Original Agreement, as amended by this Amendment.
3.
Except
as
modified by this Amendment, the Original Agreement shall remain in full force
and effect.
4. This
Amendment may be executed in any number of counterparts, each of which shall
be
an original, but all of which together shall constitute one
instrument.
5.
The
internal laws of the State of Colorado law shall govern the construction and
enforcement of this Amendment.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
day
of the date first written above.
VAIL
RESORTS DEVELOPMENT COMPANY:
By:/s/
Robert A. Katz
Robert
A.
Katz, Chief Executive Officer
EXECUTIVE:
/s/
Keith Fernandez
Keith
Fernandez