AMERICAN SKIING COMPANY
PHANTOM EQUITY PLAN
SECTION 1. Purpose. The purpose of the American Skiing Company Phantom Equity Plan (the Plan) is to attract, motivate and retain key employees who are primarily responsible for the long-term performance of American Skiing Company and to align their interest with that of the shareholders of the Company.
SECTION 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below:
(a) Award. The award granted to a Participant by the Committee on a specific date, the terms and conditions of which shall be set forth in such Participants Award Agreement.
(b) Award Percentage. The percentage of the Total Plan Pool with respect to which a Participant may be entitled to payment as set forth in the Award Agreement evidencing an Award granted to a Participant pursuant to the Plan.
(c) Award Agreement. The written agreement evidencing an Award granted hereunder, which shall be executed or otherwise acknowledged in writing by a Participant.
(d) Board. The Board of Directors of the Company.
(e) Cause. Cause shall have the meaning set forth in any employment agreement in effect as of a specific date, entered into by and between the Participant and the Company and in the event that no such employment agreement has been entered into with respect to a Participant, Cause means the Participants: (i) failure or refusal to satisfactorily perform or observe any of his duties, responsibilities or obligations to the Company, (ii) gross negligence in performing his duties or any willful and intentional act of the Participant involving malfeasance, fraud, theft, misappropriation of funds, embezzlement or dishonesty affecting the Company; or (iii) conviction of, or a plea of guilty or nolo contendere to, an offense which is a felony in the jurisdiction involved or any lesser crime involving Company property.
(f) Change in Control. Unless otherwise defined in the applicable Award Agreement, Change in Control means the occurrence of any one of the following events:
(1) The acquisition (other than from the Company) by any person of fifty (50%) percent or more of the combined voting power of the Companys then outstanding voting securities, other than any person, entity or entities holding fifty (50%) percent or more of such combined voting power on the date hereof provided; however, that the Participant and the Company hereby agree and acknowledge that Oak Hill Capital Partners L.P. and/or