SEVERANCE AGREEMENTSeverance Agreement • February 27th, 2013 • Ryman Hospitality Properties, Inc. • Real estate investment trusts • Tennessee
WHEREAS, the Board of Directors of RHP (the “Board”) believes that, in the event of a threat or occurrence of a “Change of Control” (as defined hereafter) of RHP, it is in the best interest of RHP and its present and future shareholders that the business of RHP be continued with a minimum of disruption, and that such objective will be achieved if RHP key management employees are given reasonable assurances of employment security during the period of uncertainty often associated with Change of Control; and
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2013 • Ryman Hospitality Properties, Inc. • Real estate investment trusts • Tennessee
THIS AGREEMENT, dated as of February 25, 2008, by and between GAYLORD ENTERTAINMENT COMPANY, a Delaware corporation having its corporate headquarters at One Gaylord Drive, Nashville, Tennessee 37214 (“the Company”) and BENNETT WESTBROOK, a resident of Nashville, Tennessee (“Executive”).
RYMAN HOSPITALITY PROPERTIES, INC. AWARD AGREEMENTAward Agreement • February 27th, 2013 • Ryman Hospitality Properties, Inc. • Real estate investment trusts • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of February, 2013 (the “Grant Date”), between Ryman Hospitality Properties, Inc., a Delaware corporation, (the “Company”), and (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Ryman Hospitality Properties, Inc. 2006 Amended and Restated Omnibus Incentive Plan (the “Plan”).
RYMAN HOSPITALITY PROPERTIES, INC. AWARD AGREEMENTAward Agreement • February 27th, 2013 • Ryman Hospitality Properties, Inc. • Real estate investment trusts • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of February, 2013 (the “Grant Date”), between Ryman Hospitality Properties, Inc., a Delaware corporation, (the “Company”), and (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Ryman Hospitality Properties, Inc. 2006 Amended and Restated Omnibus Incentive Plan (the “Plan”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2013 • Ryman Hospitality Properties, Inc. • Real estate investment trusts
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 BENNETT WESTBROOK, a resident of Nashville, Davidson County, Tennessee (“Executive”).
SUPPLEMENTAL INDENTURESupplemental Indenture • February 27th, 2013 • Ryman Hospitality Properties, Inc. • Real estate investment trusts • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 28, 2012, among RYMAN HOSPITALITY PROPERTIES, INC., a Delaware corporation (the “Successor Company”), RHP HOTELS, LLC, a Delaware limited liability company (the “New Guaranteeing Subsidiary”), the other subsidiaries listed on the signature pages hereto (each an “Existing Subsidiary Guarantor” and, with the New Guaranteeing Subsidiary, the “Subsidiary Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2013 • Ryman Hospitality Properties, Inc. • Real estate investment trusts • Tennessee
THIS SECOND AMENDMENT, dated as of November 5, 2012 (this “Amendment”) by and between RYMAN HOSPITALITY PROPERTIES, INC. (the “Company”), a Delaware corporation and successor in interest by merger to Gaylord Entertainment Company, formerly a Delaware corporation (“Gaylord”), and BENNETT WESTBROOK, a resident of Nashville, Davidson County, Tennessee (“Executive”) is to the Employment Agreement, dated as of February 25, 2008 by and between Gaylord and Executive, as amended (the “Agreement”).
SEVERANCE AGREEMENTSeverance Agreement • February 27th, 2013 • Ryman Hospitality Properties, Inc. • Real estate investment trusts • Tennessee
WHEREAS, the Board of Directors of GEC (the “Board”) believes that, in the event of a threat or occurrence of a “Change of Control” (as defined hereafter) of GEC, it is in the best interest of GEC and its present and future shareholders that the business of GEC be continued with a minimum of disruption, and that such objective will be achieved if GEC key management employees are given reasonable assurances of employment security during the period of uncertainty often associated with Change of Control; and
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement • February 27th, 2013 • Ryman Hospitality Properties, Inc. • Real estate investment trusts
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into this 6th day of February, 2013 by and between Carter R. Todd (the “Employee”) and Ryman Hospitality Properties, Inc. (the “Company”) with respect to the end of Employee’s employment with the Company, and all issues, disputes, controversies, and other matters related thereto:
SEVERANCE AGREEMENTSeverance Agreement • February 27th, 2013 • Ryman Hospitality Properties, Inc. • Real estate investment trusts • Tennessee
WHEREAS, the Board of Directors of GEC (the “Board”) believes that, in the event of a threat or occurrence of a bid to acquire or to achieve a “Change of Control” (as defined hereafter) of GEC, it is in the best interest of GEC and its present and future shareholders that the business of GEC be continued with a minimum of disruption, and that such objective will be achieved if GEC key management employees are given assurances of employment security so they will not be distracted by personal uncertainties and risks created during such period; and
