VAIL RESORTS INC appointed new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On October 27, 2021, Vail Resorts, Inc. (the "Company") entered into a Mutual Termination Agreement with Robert A. Katz, Chief Executive Officer, pursuant to which the Executive Employment Agreement previously entered into between the Company and Mr. Katz, which governed the terms of his employment as Chief Executive Officer, will terminate effective November 1, 2021 (the "Effective Date"). As previously announced, Mr. Katz transitioned from Chief Executive Officer of the Company to Executive Chairperson of the Board effective as of the Effective Date.


Also on October 27, 2021, the Company entered into an Executive Employment Agreement (the "Employment Agreement") with Kirsten A. Lynch, which will take effect on the Effective Date and govern the terms of her employment as Chief Executive Officer of the Company. The Employment Agreement has an initial term of three years from the Effective Date, unless earlier terminated, and provides for automatic renewal for successive one year periods if neither party provides written notice of non-renewal to the other not less than 60 days prior to the then-current scheduled expiration date. The initial base salary set forth in the Employment Agreement for Ms. Lynch is $1,000,000, which base salary is subject to annual adjustments by the Compensation Committee, though in no case may the base salary be reduced at any time below the then-current level. Pursuant to the Employment Agreement, Ms. Lynch is also entitled to participate in the Company's Management Incentive Plan, pursuant to which her annual incentive target cash bonus is equal to 100% of her base salary, and which is at the discretion of the Compensation Committee. Ms. Lynch will receive other benefits and perquisites on the same terms as afforded to senior executives generally, including customary health, disability and insurance benefits and participation in the Company's Executive Perquisite Fund Program.


The Employment Agreement provides that upon (i) the giving of notice of non-renewal by the employer or termination by the employer without cause or (ii) termination by the executive for good reason, the executive is entitled to receive certain benefits so long as she has executed a release in connection with her termination, including: (a) two years of then-current base salary payable in a lump sum, (b) a prorated bonus (provided that performance targets are met) for the portion of the Company's fiscal year through the effective date of the termination or non-renewal, (c) one year's COBRA premiums for continuation of health and dental coverage, payable in a lump sum, and (d) if in connection with a change in control, an amount equal to the cash bonus paid to the executive in the prior year. Ms. Lynch also receives full vesting of any Restricted Share Units, Share Appreciation Rights or other equity awards held by Ms. Lynch in connection with any termination without cause or non-renewal.


The Employment Agreement contains customary provisions for non-competition and non-solicitation of the Company's managerial employees that become effective as of the date of the executive's termination of employment and that continue for two years thereafter. Ms. Lynch is also subject to a permanent covenant to maintain confidentiality of the Company's confidential information.


The description above is a summary of the material terms of the Employment Agreement and is qualified in its entirety by the complete text of the Employment Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.