0000950123-10-101559 Sample Contracts

SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 5th, 2010 • Gaylord Entertainment Co /De • Hotels & motels

THIS SECOND AMENDMENT, dated as of September 3, 2010 (the “Amendment”), is to the Executive Employment Agreement, dated as of February 25, 2008, as amended (the “Agreement”), by and between GAYLORD ENTERTAINMENT COMPANY, a Delaware corporation having its corporate headquarters at One Gaylord Drive, Nashville, Tennessee 37214 (the “Company”), and COLIN V. REED, a resident of Nashville, Davidson County, Tennessee (“Executive”).

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AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 5th, 2010 • Gaylord Entertainment Co /De • Hotels & motels

THIS AMENDMENT NO. 2, dated as of September 3, 2010 (the “Amendment”), is to the Employment Agreement, dated as of February 25, 2008, as amended (the “Agreement”), by and between GAYLORD ENTERTAINMENT COMPANY, a Delaware corporation having its corporate headquarters at One Gaylord Drive, Nashville, Tennessee 37214 (the “Company”), and RICHARD A. MARADIK, a resident of Nashville, Davidson County, Tennessee (“Executive”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 5th, 2010 • Gaylord Entertainment Co /De • Hotels & motels

THIS AMENDMENT NO. 1, dated as of September 3, 2010 (the “Amendment”), is to the Employment Agreement, dated as of February 25, 2008 (the “Agreement”), by and between GAYLORD ENTERTAINMENT COMPANY, a Delaware corporation having its corporate headquarters at One Gaylord Drive, Nashville, Tennessee 37214 (the “Company”), and CARTER R. TODD, a resident of Nashville, Davidson County, Tennessee (“Executive”).

GAYLORD ENTERTAINMENT COMPANY 2008 LONG TERM INCENTIVE PLAN FORM OF AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • November 5th, 2010 • Gaylord Entertainment Co /De • Hotels & motels • Delaware

THIS AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of ______________, _____ (the “Amendment Date”), between Gaylord Entertainment Company, a Delaware corporation, (the “Company”), and _________ (the “Grantee”), who is a member of the Company’s senior management team. 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”).

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 5th, 2010 • Gaylord Entertainment Co /De • Hotels & motels

THIS AMENDMENT NO. 2, dated as of September 3, 2010 (the “Amendment”), is to the Employment Agreement, dated as of February 25, 2008, as amended (the “Agreement”), by and between GAYLORD ENTERTAINMENT COMPANY, a Delaware corporation having its corporate headquarters at One Gaylord Drive, Nashville, Tennessee 37214 (the “Company”), and DAVID C. KLOEPPEL, a resident of Nashville, Davidson County, Tennessee (“Executive”).

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 25, 2008 among GAYLORD ENTERTAINMENT COMPANY, as the Borrower, The Subsidiaries of the Borrower from time to time party hereto, as Guarantors, BANK OF AMERICA, N.A., as Administrative...
Credit Agreement • November 5th, 2010 • Gaylord Entertainment Co /De • Hotels & motels • New York

Note: As of 12/31/2007, the FAS 132 benefit obligation was $70,425,724; the fair market value of the assets was $60,712,528; and the resulting unfunded benefit obligation was $9,713,196.

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 5th, 2010 • Gaylord Entertainment Co /De • Hotels & motels

THIS AMENDMENT NO. 2, dated as of September 3, 2010 (the “Amendment”), is to the Employment Agreement, dated as of February 25, 2008, as amended (the “Agreement”), by and between GAYLORD ENTERTAINMENT COMPANY, a Delaware corporation having its corporate headquarters at One Gaylord Drive, Nashville, Tennessee 37214 (the “Company”), and MARK FIORAVANTI, a resident of Nashville, Davidson County, Tennessee (“Executive”).

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