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.
Item 7.01. Regulation FD Disclosure.
On October 29, 2021, Vail Holdings, Inc. ("Vail Holdings"), a wholly-owned
subsidiary of the Company notified Bank of America, as administrative agent
under its Fourth Amendment to Eighth Amended and Restated Credit Agreement (as
amended, the "Credit Agreement"), of its intent to exit the temporary waiver
period pursuant to the Credit Agreement effective October 31, 2021. As a result,
the Company will be required to comply with the financial covenants in the
Credit Agreement that had been subject to the temporary waiver starting with the
fiscal quarter ending October 31, 2021 and upon delivery of a certificate
demonstrating compliance with the financial covenant for such quarter will no
longer be subject to the covenant modifications that were applicable during the
temporary waiver period.
Item 9.01. Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Executive Employment Agreement, between VRI and Kirsten A. Lynch effective
November 1, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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