Employment Agreement for Hernan Martinez as COO and SVP of American Skiing Company Resort Properties, Inc.

Summary

This agreement outlines the terms of employment for Hernan Martinez as Chief Operating Officer of American Skiing Company Resort Properties, Inc. and Senior Vice President of American Skiing Company. Martinez is responsible for managing all real estate operations and meeting business objectives. He will receive a $300,000 annual salary, be eligible for bonuses (excluding FY 2000), and receive stock options. The agreement includes severance terms, relocation reimbursement, vacation, health and retirement benefits, and specific housing and vehicle allowances. Employment is at-will, with no guaranteed term, and severance applies if terminated without cause or after a change in control.

EX-10.47 7 0007.txt MARTINEZ EMPLOYMENT AGREEMENT TERMS OF EMPLOYMENT Hernan Martinez April 28, 2000 Position: Chief Operating Officer, American Skiing Company Resort Properties, Inc. Sr. Vice President American Skiing Company Job: Description: Responsible for management of all real estate operations and divisions and ultimately responsible for and accountable for achieving both functional and financial real estate objectives as outlined in the annual Business Plan and Budget. Employment Status: Employee at will. This memorandum is not intended as a contract or agreement of employment and no commitment is made by ASC or its subsidiary to employment for any specific period of time. Continuation of employment is the discretion of ASC or its subsidiary. Compensation: o Annual Base Salary: $300,000 (paid weekly, reviewed every 12 months.) o Bonus: Employee is eligible for bonus of up to 70% of annual base salary in accordance with ASC bonus plan. Employee will not be eligible to participate in the bonus plan for FY '00 (which is payable in FY '01) Stock Options: 400,000 shares of incentive stock options under the Company's incentive stock option plan will be granted on employment start date with a strike price calculated based on ASC's shares average price for the 4 weeks preceding April 28,2000, plus a 10% premium. This grant will vest on a 4 year vesting schedule, (25% per year) beginning on the first anniversary of the grant date, provided, however, that no options will be exercisable for two years following the grant date. All other grants will have amounts, strike price and vesting schedule according to the terms set by the Compensation Committee. Severance: During the first three years of employment, in the event of involuntary termination of employment by the Company without cause or as a result of a change in control of American Skiing Company, severance will be paid in an amount equal to one year's base compensation. Benefits: 1) Vacation Benefits and Moving a) Employee will be reimbursed for up to $25,000 of relocation expenses in connection with commencement of employment b) Employee will be eligible for four (4) weeks annual vacation c) Employee will be eligible for participation in Company health and 401k programs, subject to applicable waiting periods d) Company will pay up to $11,118 per year of premiums for employee's existing life insurance and disability policies. Employee will be responsible for any resulting tax liability. Location: Employee will divide time between Company's eastern and western resorts (estimated in 50/50 of the time). Company will provide employee with the vehicle benefit extended to Company Executives. For the first 6 months of employment: ASC to provide a $2,000 per month housing allowance for housing in Bethel and an apartment in the GSH at the Canyons. In addition, a vehicle in each location. After the first 6 months: Employee will pay for his housing and car costs at the location of his preference. ASC to pay for housing and car at the other. /s/Leslie B. Otten /s/Hernan Martinez - --------------------------- -------------------------------- Leslie B. Otten Hernan Martinez President American Skiing Company Resort Properties, Inc. Date:_______________________ Date:___________________________