UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549  

FORM 8-K  

CURRENT REPORT  

PURSUANT TO SECTION 13 OR 15(d) OF  

THE SECURITIES EXCHANGE ACT OF 1934  

Date of Report (date of earliest event reported): January 6 , 201 7  

PEAK RESORTS, INC.  

(Exact name of registrant as specified in its charter)



 

 

 

 

Missouri

 

001-35363

 

43-1793922

(State or other jurisdiction of

 

(Commission

 

(I.R.S. Employer

incorporation)

 

File Number)

 

Identification No.)



 

 



 

 

17409 Hidden Valley Drive

 

 

Wildwood, Missouri

 

63025

(Address of principal executive offices)

 

(Zip Code)



(636) 938-7474  

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act.

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

 

Item 1.01. Entry into a Material Definitive Agreement.



As previously disclosed, Peak Resorts, Inc. (the “Company”), together with its subsidiaries Hidden Valley Golf and Ski, Inc., Paoli Peaks, Inc., Snow Creek, Inc., LBO Holding, Inc. and SNH Development, Inc., is a party to the Credit Facility, Loan and Security Agreement dated as of December 22, 2015 (the “Credit Agreement”) with Royal Banks of Missouri. On January 6, 2017, pursuant to the terms of the Credit Agreement, the Company elected to convert the $10 million that remained outstanding under the Credit Agreement to a term loan. The terms of the term loan are evidenced by a promissory note in favor of Royal Banks of Missouri in the principal amount of $10 million, dated as of January 6, 2017 (the “Note”).



Amounts outstanding under the Note bear interest at the prime rate plus 1.0% per annum. The Note matures on January 6, 2020. Except in the case of default, the Company may prepay the Note without penalty. From and after maturity of the Note and in the case of any default, interest on the unpaid principal and interest shall accrue at an annual rate equal to five percentage points over the rate of interest otherwise payable on outstanding amounts. Events of default under the Note include any default under the terms of the Credit Agreement.

The Note is subject to the terms and conditions set forth in the Credit Agreement, a summary of which was included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2015 and is incorporated herein by reference. 



The foregoing summary of the Note is qualified in its entirety by reference to the Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.





Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.



The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.



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



On January 10, 2017, upon the recommendation of the Compensation Committee, the Board of Directors of the Company adopted the Peak Resorts, Inc. Annual Incentive Plan (the “Plan”) pursuant to which leadership employees, including the Company’s executive officers, are eligible to receive annual bonuses upon the satisfaction of certain performance goals.



Target bonuses (each, a “Target Bonus”) for employees are based on a percentage of base salary, which for the Company’s named executive officers are as follows: (i) 50% of base salary for Timothy Boyd as Chief Executive Officer; and (ii) 40% of base salary for each of Stephen Mueller and Richard Deutsch as Executive Vice Presidents. The amount of a Target Bonus eligible for payment (the “Eligible Bonus”) will depend on the Company’s achievement of its Reported EBITDA goals, as follows, with amounts pro-rated if results fall between the threshold, target and maximum payout levels (for purposes of the Plan, Reported EBITDA is defined as net income before interest, income taxes, depreciation and amortization, gain on sale leaseback, investment income, other income or expense and other non-recurring items, exclusive of the cost under this Plan):





 

Reported EBITDA Achievement

Percentage of Target Bonus Eligible for Payment (Eligible Bonus)

Below 85% of Reported EBITDA Goal

0%

85% of Reported EBITDA Goal

25%

100% of Reported EBITDA Goal

100%

120% of Reported EBITDA Goal

200%



 

The amount of the Eligible Bonus ultimately paid will depend on the executive officer’s individual performance evaluation, which will be conducted and determined by the independent members of the Board of Directors for each executive officer, and will be calculated as follows:





 

 

 



Unsatisfactory

Needs Improvement (percentage to be determined by Board of Directors)

Meeting Expectations

Percentage of Eligible Bonus Paid

 

0%

 

25%-75%

 

100%



 

 

 

 

 



Bonuses earned will be paid following completion of the audited financial results for the prior fiscal year. Except in the case of death or long-term disability, employees whose employment ends prior to the bonus payment date will not be eligible to receive a bonus. In the sole discretion of the Board, up to 50% of any bonuses earned may be paid in restricted stock units of the Company under the Company’s 2014 Equity Incentive Plan.



The foregoing summary of the Plan is qualified in its entirety by reference to the Plan, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and in corporated herein by reference.





Item 9.01.Financial Statements and Exhibits.  

(d) Exhibits .



Exhibit No.

 

Description of Exhibit



 

 

10.1

 

Promissory Note from Peak Resorts, Inc., Hidden Valley Golf and Ski, Inc., Paoli Peaks, Inc., Snow Creek, Inc., LBO Holding, Inc., and SNH Development, Inc. in favor of Royal Banks of Missouri, dated as of January 6, 2017.

10.2

 

Peak Resorts, Inc. Annual Incentive Plan Document.



 

 



2



SIGNATURES  

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Dated: January 12, 2017  



 

 



 

 



PEAK RESORTS, INC.
(Registrant)



 



 



By:

/s/ Stephen J. Mueller



Name:

Stephen J. Mueller



Title:

Chief Financial Officer



3





Exhibit 10.1



 

 

 

 

 

 

 

 

 



ROYAL BANKS OF MISSOURI

13171 Olive Blvd.

St. Louis, Missouri, 63141

 

 

Loan Number: ____________________________

Note Date: January 6, 2017

Principal Amount: $10,000,000.00

Maturity Date: January 6, 2020

 



PROMISSORY NOTE

FOR VALUE RECEIVED, PEAK RESORTS, INC., HIDDEN VALLEY GOLF AND SKI, INC., PAOLI PEAKS, INC., SNOW CREEK, INC., LBO HOLDING, INC., and SNH DEVELOPMENT, INC. (all of the Borrowers hereof shall be jointly and severally liable and are collectively referred to herein as “Borrowers”) hereby promises to pay to the order of  ROYAL BANKS OF MISSOURI (the “Bank”) at the above address or at such other place as the Bank may designate in writing, the principal amount set out above, together with interest thereon at the rate set out below.  Such payments shall be on the terms set out below. 

This Note is subject to those terms and conditions set forth in that certain Credit Facility, Loan and Security Agreement between Borrowers and Bank dated December 22, 2015, as amended from time to time (the “Loan Agreement”).

1. THE PURPOSE of this Loan is to convert to a Term Note (as defined in the Loan Agreement) a portion of that Revolving Note (as defined in the Loan Agreement) dated December 22, 2015, in the amount of $20,000,000.00, from which $15,000,000.00 was advanced to Borrowers on January 4, 2016, for the purchase of Hunter Mountain.

2. INTEREST on the unpaid principal balance of this Note shall be calculated based on the following annual rate:  Prime Rate plus 1.00% floating and adjusted daily (the “Stated Rate”)   The term Prime Rate shall mean the daily floating per annum rate of interest which at any time and from time to time, shall be as published in The Wall Street Journal’s “Bonds, Rates, and Yields Table.” If the publication of The Wall Street Journal and/or The Wall Street Journal’s “Bonds, Rates, and Yields Table” is discontinued, the Bank, in its sole discretion, shall designate another daily financial or governmental publication of national circulation to be used to determine the Prime Rate.  The Bank shall not be obligated to give notice of any change in the Prime Rate. Interest will be calculated based on a year assumed to have 360 days, and then applied to the actual number of days that any amount is outstanding hereunder.  This method of interest calculation will result in a higher effective annual interest rate than the Stated Rate.     Without regard to the foregoing, in no event shall the rate of interest exceed the maximum amount permitted by applicable law.

 

3. PAYMENT.  (a)  Payment of principal plus interest of this Note shall be made as follows:  Beginning on the 6 th day of February, 2017, and continuing on the 6 th day of each month thereafter, Borrowers shall make 35 consecutive payments of principal of $41,666 each, plus accrued interest.  The balance of principal and accrued interest is payable without further notice or demand on the Maturity Date.  The scheduled payments will not be sufficient to pay the principal amount of the Note by the Maturity Date and a final balloon payment may be required.  THE BANK HAS NO OBLIGATION TO RENEW, EXTEND OR REFINANCE THIS NOTE OR ANY AMOUNTS DUE HEREUNDER.

(b)  Except in the case of a Default or the existence of an Event of Default (as those terms are defined herein and in the Loan Agreement) or any default under any Loan Document (as defined in the Loan Agreement), the Borrowers may prepay, in whole or in part, without a prepayment penalty, any balance due hereunder as set forth in the Loan Agreement and/or any other Loan Document.

4. THIS NOTE IS SECURED BY or is made pursuant to the following instruments: (1) Loan Agreement; (2) Deeds of Trust on properties known as Hidden Valley and Snow Creek ski resorts; (3) Mortgages on properties known as Attitash, Crotched Mountain, and Paoli Peaks, ski resorts; (4) Security Agreements by Hidden Valley Golf and Ski, Inc., Paoli Peaks, Inc., Snow Creek, Inc., LBO Holding, Inc., and SNH Development, Inc.   The Borrower also grants to the Bank a security interest in any cash or other property of every kind and description now or hereafter on deposit with or in the possession, custody or control of the Bank.  Failure to list any collateral will not be deemed to be a waiver of the collateral by the Bank. 

5. METHOD OF ADVANCE:  The records of the Bank will be conclusive of the amount of principal and interest outstanding at any time. 

6. CALCULATION OF INTEREST; DEFAULT RATE OF INTEREST.  Interest shall continue to accrue when payments received are not collected funds and until such funds are collected.  FROM AND AFTER MATURITY OR ANY DEFAULT ON THIS NOTE, REGARDLESS OF WHETHER THE BANK ACCELERATES PAYMENT OF THIS NOTE, INTEREST ON THE UNPAID PRINCIPAL AND INTEREST OF THIS NOTE SHALL, AUTOMATICALLY AND WITHOUT THE NEED FOR FURTHER NOTICE, ACCRUE AT AN ANNUAL RATE EQUAL TO 5 PERCENTAGE POINTS OVER THE RATE OF INTEREST THAT WOULD OTHERWISE THEN BE PAYABLE ON THIS NOTE.

7. APPLICATION OF PAYMENTS.  The Bank may apply any amounts received from Borrowers or collateral pursuant to the terms of the Loan Agreement.

8. INSURANCE:  If this Note is secured by a pledge of real or personal property, then unless Borrowers provide evidence of insurance as required in the instrument securing this Note the Bank may purchase insurance at Borrowers’ expense to protect the Bank’s interest in the collateral.  The insurance may, but need not, protect Borrowers’ interest.  The coverage that the Bank purchases may not pay any claim that Borrowers make or any claim that is made against Borrowers in connection with the collateral.  Borrowers may later cancel any insurance purchased by the Bank, but only after providing evidence that Borrowers have obtained insurance as required by the mortgage or security agreement.  If Bank purchases insurance for the collateral, Borrowers

 

will be responsible for the costs of that insurance, including the insurance premium, interest and any other charge that the Bank may impose in connection with the placement of the insurance. The Bank may, in its sole discretion, add the costs of such insurance to the balance of this loan and recalculate payments to reflect such amount, or the Bank may demand payment of such costs in full within 30 days after the Bank gives notice of the placement of such insurance to the Borrowers.   The costs of the insurance may be more than the cost of insurance Borrowers may be able to obtain on its own.

9. DEFAULT.  Borrowers will be in default under this Note if there is any default under the Loan Agreement, subject to any cure periods as set forth in the Loan Agreement.

10. REMEDIES .    Upon the occurrence of any default hereunder the Bank shall have the remedies set forth in the Loan Agreement. 

11. LATE CHARGES AND EXPENSES.  Bank will not be required to accept any late payment, but if Bank does accept a late payment, then the Borrowers shall also pay, concurrently with the payment of principal and/or interest, a penalty equal two (2) cents for each whole dollar so overdue, provided such late payment is made ten (10) calendar days or more after the date such payment is due.

12. APPLICABLE LAWS AND SELECTION OF COURTS.  This Note will be governed by the internal laws of the state of Missouri without reference to conflict of laws rules.  Any lawsuits arising under this Note will be brought and prosecuted only in the state or federal courts having geographic jurisdiction over St. Louis County, Missouri and each Borrower consents to the sole jurisdiction of such courts. 

13. MODIFICATIONS, RENEWALS, WAIVERS.  Each maker, surety, endorser and guarantor of this Note hereby agrees that: (i) this Note may be modified or renewed one or more times and the time for payment of this Note or any renewal note may be extended without notice to or consent of any person obligated on this Note; (ii) the Bank may enforce this Note against less than all of the persons directly or indirectly obligated hereon without prejudice to its rights against any other persons; (iii) the Bank is not obligated to foreclose upon or exhaust any remedies or collateral given for this Note before proceeding against any person directly or indirectly obligated hereon; and (iv) presentment, demand for payment, notice of nonpayment, protest, notice of protest, notice of dishonor and all other notices in connection with this Note, filing of suit, and diligence in collection, are waived. 

14. FINANCIAL STATEMENTS; RETURNS.   Borrowers shall deliver those financial statements and tax returns as required by the Loan Agreement. 

15. MISCELLANEOUS.  This Note is binding on the successors, heirs, assigns and representatives of the parties hereto.  If any applicable law prohibits or restricts any right, power or remedy of the Bank in this Note, then such rights, powers and remedies will be limited to those permitted by law, but all other provisions of this Note will remain in effect.

16. JURY TRIAL.    EACH BORROWER HEREBY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER LOAN

 

DOCUMENTS, THE OBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY ONE OR MORE BORROWERS OR LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP BETWEEN BORROWERS AND BANK.  IN NO EVENT SHALL BANK BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

17. NO OTHER AGREEMENTS:   ORAL OR UNEXECUTED AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT.  TO PROTECT COMPANIES (BORROWER) AND THE LENDER (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS THE COMPANIES (BORROWER) AND THE LENDER (CREDITOR) REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

BORROWERS:

Peak Resorts, Inc. Hidden Valley Golf and Ski, Inc.

a Missouri corporation a Missouri corporation



By:_ /s/ Stephen Mueller  _________ By:_ /s/ Stephen Mueller  _________

    Stephen Mueller, Vice President       Stephen Mueller, Vice President



Paoli Peaks, Inc. Snow Creek, Inc. 

a Missouri corporation a Missouri corporation



By:_ /s/ Stephen Mueller   _________ By:_ /s/ Stephen Mueller  _________

    Stephen Mueller, Vice President       Stephen Mueller, Vice President



LBO Holding, Inc. SNH Development, Inc.  

a Maine corporation a Missouri corporation



By:_ /s/ Stephen Mueller   _________ By:_ /s/ Stephen Mueller  _________

Stephen Mueller, Vice President      Stephen Mueller, Vice President





PEAKRESORTS-BLACK   Annual Incentive Plan (AIP) Document       Exhibit 10.2

                                                                                                         

Important Information

·

This document contains the terms and conditions of the Annual Incentive Plan (AIP) for Peak Resorts, Inc., established by the Compensation Committee (the Committee) of the Board of Directors.



·

This AIP document contains confidential information about the financials and operations of Peak Resorts.  This Plan may not be shared with anyone outside of Peak Resorts, and each Participant is required to keep this Plan and its contents confidential at all times.



·

Receipt of a bonus under this Plan is not guaranteed. Employees may receive a bonus under the effective terms of the Plan, if they are eligible and the Company meets the performance criteria defined in the Plan.



Plan Objectives

·

The objectives of the Annual Incentive Plan are to:

o

Share in the success of the business when financial goals are met or exceeded;

o

Support a pay-for-performance philosophy by providing a financial incentive for key leadership employees who significantly affect the Company’s growth and profitability;

o

Align Company leaders around the same business objectives by encouraging cooperation toward the attainment of key business goals that will increase the Company’s value;

o

Reward individual performance for those who achieve or exceed their goals;

o

Help attract and retain outstanding leadership employees.



Effective Dates

·

The Plan is effective for FY2017, and will remain in effect, until amended or terminated. The Plan Year will run concurrently with the fiscal year under which employees are governed.  Currently, the Plan Year is May 1 st through April 30 th .



·

This Plan supersedes all prior written or oral plans, promises, agreements, practices, understandings, negotiations and/or incentive arrangements between each individual Participant and the Company relating to bonuses.  This Plan describes the sole and exclusive annual bonuses the Company is offering to Participants.



Eligibility

·

Eligibility under the Plan is limited to leadership employees as approved annually by the Chief Executive Officer (CEO) of the Company.  An employee who is eligible to participate in this Plan must meet the following criteria:

o

He or she must be assigned one of the following “eligible positions” within the Company.  Other titles may be added throughout the fiscal year as business needs dictate, as long as they fall into the eligible Career Stage of Sr. Director or above.  The list of eligible titles may be amended throughout the year and the Plan document will be updated annually.



Sr. Directors



 

 

 

Sr. Director, Finance

Sr. Director, Food & Beverage

Sr. Director, HR

Sr. Director, Operations

Sr. Director, Resort Services

Sr. Director, Marketing

Sr. Director, Park Services

Sr. Director, GM

Sr. Director, Risk

Sr. Director, IT

Sr. Director, Mountain Operations

Sr. Director, Executive Chef





Vice Presidents

VP, GM

VP, Permitting & Planning

VP, Controller

VP, Operations

VP, Special Projects



Senior Vice Presidents



Operations, IT, Finance



Finance /COO



Executive Vice Presidents



Finance, Real Estate



Chief Executive Officer



o

He or she must be actively employed by Peak Resorts in an eligible position through the date bonus payment checks are issued.



o

A Participant who is hired and commences employment after the beginning of the fiscal year may be eligible for a prorated portion of a bonus.



o

A Participant who is promoted into an eligible position after the beginning of the fiscal year may be eligible for a prorated portion of a bonus.



o

A Participant must be “Meeting Expectations” or higher in the most recent performance management cycle, and must be in good standing and not on any disciplinary performance plan to receive a bonus.  If a Participant is rated below Meeting Expectations and/or on a disciplinary performance plan, he or she may be eligible to receive a bonus only if an exemption is approved, in writing, by the CEO.



Target Percentages

·

The target bonus percentages for employees are a percentage of base salary, depending on position.  The CEO may amend the target bonus percentages at his or her sole discretion on a yearly basis by the end of the first quarter of each fiscal year and while the attainment of Resort EBITDA performance targets and corresponding funding levels are substantially uncertain; however, the CEO may not change the AIP Target Percent of any officer meeting the definition of “executive officer” pursuant to Rule 3b-7 under the Securities Exchange Act of 1934, as amended (which includes, but is not limited to, the CEO, Chief Financial Officer and Executive Vice President-Real Estate). The AIP Target Percent of executive officers other than the CEO shall be approved by the Board of Directors upon the recommendation of the Committee. The AIP Target Percent of the CEO shall be approved by the Committee and subject to ratification by the Board of Directors. 

 





 

Career Stage

AIP Target Percent

Sr. Directors

10%

Vice President

20%

Sr. Vice President

30%

Finance /COO

35%

Executive Vice Presidents

40%

CEO

50%



Funding Mechanism

·

The performance criteria for the Plan have been determined by the Committee and the Board of Directors.  The performance measures and their weighting for the Plan are:





 

Performance Criteria for Participants

Weight

Reported EBITDA

100%



·

Reported EBITDA (defined as net income before interest, income taxes, depreciation and amortization, gain on sale leaseback, investment income, other income or expense and other non ‑recurring items, exclusive of the cost under this plan.). Actual Reported EBITDA results and ultimate payout will be based on the audited financial statements for the fiscal year.



o

Funding will only commence once 85% of the annual Reported EBITDA goal has been achieved.



o

Funding will cap after 120% of the annual Reported EBITDA goal has been achieved.  Any additional funding or payout can be explored by the CEO but only paid upon the approval of the Committee and the Board of Directors.



Individual Performance

·

Upon the Plan funding, the bonus calculation will be influenced by individual performance. Individual performance for all employees participating in the Plan will be determined through the applicable fiscal year performance review process, which will be conducted by the employees’ immediate supervisor, with review and approval given by the CEO.  The review process for all executive officers shall be conducted by the independent members of the Board of Directors with input from the management members of the Board of Directors other than the executive officer being evaluated. 



·

The final performance score will determine the incentive payment ,   with higher performing employees receiving a higher multiplier. For those employees promoted into a higher level position, any applicable incentive payments will be calculated by applying the “Meeting Expectations” performance variable to the incentive target for the new position



 

 



Unsatisfactory

Needs Improvement

Meeting Expectations

0%

25% - 75%

100%







Proration

·

If a prorated bonus is payable, the following rule applies: proration will be calculated on the basis of 1/12 for each calendar month of eligibility.  A Participant, who is hired,

 

promoted or received a salary change after the 15th of the month will not be eligible in that particular month but will rather be eligible beginning on the first of the following month. 



·

The circumstances that may warrant prorated bonus payment include, but are not limited to:

o

Base salary changes;

o

Target bonus opportunity changes (due to a promotion or demotion);

o

Commencement of employment and new entrance into this Plan; and

o

Qualified leave of absence, disability or death of Participant (as discussed below).



Plan Payouts

·

Bonus payments, if any, will be payable following completion of the audited financial results of the Company through the end of the fiscal year, but in no event later than the 15 th day of the third month following the last day of the Plan Year (i.e., currently, July 15 th ).  Payments will be paid as soon as practical following the end of the fiscal year and will be paid by payroll check or direct deposit, minus applicable deductions and withholding as required by law.  In addition, in the sole discretion of the Board of Directors, up to 50% of the bonus amounts may be paid in restricted stock units of the Company.  Any payment of bonus amounts with restricted stock units shall be made in compliance with the requirements of Section 409A of the Internal Revenue Code, and such restricted stock units shall have a vesting schedule as determined by the Board of Directors upon issuance of the awards.



Termination of Employment

·

Incentive payments under the Plan do not vest until the date Plan payments are made.  To be eligible to receive a payment, a participant must be employed by the Company on the date Plan payments are made.  Employees whose employment ends prior to the payment date under the Plan for any fiscal year will not be eligible for a payment.



·

However, if an otherwise eligible employee is not employed as of the date of the payout under the Plan due to death or long-term disability, he or she is entitled to receive a pro-rated payment for the portion of the fiscal year the employee was actively employed, to the extent he or she would have been entitled to a payment if he or she had been employed on the date of payment.



Leaves of Absence and Short Term Disability

·

If a Participant takes an approved leave of absence (including a medical leave under the Company’s Short-Term Disability Program) during the fiscal year for fewer than 30 days, no adjustment will be made in the payout calculation or in the Participant’s metrics.



·

If the leave of absence extends for more than 30 days during the fiscal year, the Participant may be eligible for a prorated payout calculated in accordance with the other terms of this Plan, subject to any different treatment required under the Family and Medical Leave Act or other applicable law.  All payments (if any) will be paid on the same date that active Participants receive payment. 



 

Death and Long Term Disability

·

In the event of long-term disability or death, a prorated payment based on the length of service during the Plan Year will be paid in accordance with this Plan.  All such payments (if any) will be paid on the same date that active Participants receive payment. 



·

“Long-term disability” is defined as eligibility to receive long-term disability benefits under the Company’s LTD Policy.  For proration purposes, active service ends when the employee is no longer paid regular wages through payroll for work performed.



Loans, Advances or Draws

·

Loans, advances, or draws against potential payments will not be made under this Plan.



Plan Administration, Modification and Discontinuance

·

This Plan is administered by the Compensation Committee of the Board of Directors. The Committee has authority to interpret the Plan and to create, amend, terminate this plan or nullify any rules and procedures at any time or if deemed necessary for proper Plan administration, including, but not limited to, performance targets, results and extraordinary events.  The EBITDA performance targets and corresponding funding levels shall be adjusted for acquisitions, divestitures, or board imposed unbudgeted expenses in the discretion of the Committee.  For the avoidance of doubt, the Committee may amend, modify or terminate the Plan at any time in its sole discretion, including during a Plan Year so that no payment is made for such Plan Year. 



·

No Plan payouts will be made until and unless the Committee has certified that the performance goals and all other material terms have been satisfied.  The Committee has the sole discretion to modify the application of this Plan.



Continued Employment

·

Neither the establishment of this Plan nor participation in this Plan shall in any way affect the employment relationship between the Company and Participants in this Plan.



·

All Participants in this Plan are employed on an “at will” basis. Peak Resorts reserves the right to terminate a Participant’s participation at any time, with or without cause.



·

Nothing in this Plan shall be construed to create or imply the guarantee or the creation of a contract of employment between the Company and any Participant or a right to continued employment for any specified period of time. 



·

To ensure that this Plan best supports the Company’s overall business objectives and strategies, this Plan may be reviewed periodically and may be modified, amended or terminated at the Company’s sole discretion.