0000950123-10-017849 Sample Contracts

FORM OF GAYLORD ENTERTAINMENT COMPANY TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 26th, 2010 • Gaylord Entertainment Co /De • Hotels & motels • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of , 2010 (the “Grant Date”), between Gaylord Entertainment Company, a Delaware corporation, (the “Company”), and (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Gaylord Entertainment Company 2006 Omnibus Incentive Plan (the “Plan”).

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FORM OF AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2010 • Gaylord Entertainment Co /De • Hotels & motels • Tennessee

This Amendment No. 1 to Employment Agreement, dated as of February 4, 2010 (the “Amendment”) is by and between Gaylord Entertainment Company, a Delaware corporation having its corporate headquarters at One Gaylord Drive, Nashville, Tennessee 37214 (the “Company” or “GEC”) and , a resident of Nashville, Davidson County, Tennessee (“Executive” or “Key Employee”).

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