rrd153456_173042.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M70gow5YmhDfcVl/gb4t4NtmGU9sJo3iSUxbigCX5AIpdp0cPFquTPuCZAaITaNY IJLKNwehThUCAlrU53F1LA== 0001181431-07-059033.txt : 20070927 0001181431-07-059033.hdr.sgml : 20070927 20070927131134 ACCESSION NUMBER: 0001181431-07-059033 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070925 FILED AS OF DATE: 20070927 DATE AS OF CHANGE: 20070927 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VAIL RESORTS INC CENTRAL INDEX KEY: 0000812011 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 510291762 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 390 INTERLOCKEN CRESCENT STREET 2: SUITE 1000 CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 303-404-1800 MAIL ADDRESS: STREET 1: 390 INTERLOCKEN CRESCENT STREET 2: SUITE 1000 CITY: BROOMFIELD STATE: CO ZIP: 80021 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fernandez Keith CENTRAL INDEX KEY: 0001364546 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09614 FILM NUMBER: 071138702 BUSINESS ADDRESS: BUSINESS PHONE: (970) 845-2500 MAIL ADDRESS: STREET 1: C/O VAIL RESORTS, INC. STREET 2: 137 BENCHMARK ROAD CITY: AVON STATE: CO ZIP: 81620 4 1 rrd173211.xml 09/25/07 GRANTS X0202 4 2007-09-25 0 0000812011 VAIL RESORTS INC MTN 0001364546 Fernandez Keith C/O VAIL RESORTS, INC. 390 INTERLOCKEN CRESCENT, STE. 1000 BROOMFIELD CO 80021 0 1 0 0 President & COO, VRDC Restricted Share Units 0 2007-09-25 4 A 0 2729 0 A 2008-09-25 2010-09-25 Common Stock 2729 2729 D Share Appreciation Rights 60.05 2007-09-25 4 A 0 25717 60.05 A 2008-09-25 2017-09-25 Common Stock 25717 25717 D Each Restricted Share Unit represents a contingent right to receive one share of common stock. On September 25, 2007 Reporting Person was granted 2,729 Restricted Share Units which vest in three equal annual installments commencing on the first anniversary of the grant date. Each Share Appreciation Right (each, an "SAR") represents a contingent right to receive, upon vesting, an amount of shares of Issuer's common stock equal to the positive difference (if any) between the fair market value of Issuer's common stock on the exercise date and the SAR exercise price, divided by the fair market value of Issuer's common stock on the exercise date. On September 25, 2007 Reporting Person was granted 25,717 SAR's which vest in three equal annual installments commencing on the first anniversary of the grant date and expire 10 years from the grant date Fiona Arnold by POA 2007-09-27 EX-24. 2 rrd153456_173042.htm POWER OF ATTORNEY rrd153456_173042.html

POWER OF ATTORNEY


               Know all by these presents that the undersigned hereby constitutes and ap-
points each of Fiona Arnold and Kay Guthrie and their assigns, the undersigned's true and
lawful attorney-in-fact to:
               (1)  execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Vail Resorts, Inc. (the "Company"), Forms 3, 4 and 5 (or any
analogous form), including amendments, in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;
                (2)  do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Forms 3, 4 and 5 (or
any analogous form) and timely file such form with the United States Securities and Ex-
change Commission and any stock exchange or similar authority; and
               (3)  take any other action of any type whatsoever in connection with the fore-
going which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and conditions as such attorney-in-fact may ap-
prove in such attorney-in-fact's discretion.
               The undersigned hereby grants to each such attorney-in-fact full power and au-
thority to do and perform any and every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-
fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done
by virtue of this power of attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
               This Power of Attorney shall remain in full force and effect until the under-
signed is no longer required to file Forms 3, 4 and 5 (or any analogous form) with respect to
the undersigned's holdings of and transactions in securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 18th day of July, 2007.

               					/s/ Keith Fernandez
               					     Keith Fernandez

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