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EXECUTIVE EMPLOYMENT AGREEMENT

Employee Retention Agreement

EXECUTIVE EMPLOYMENT AGREEMENT | Document Parties: GAYLORD ENTERTAINMENT COMPANY You are currently viewing:
This Employee Retention Agreement involves

GAYLORD ENTERTAINMENT COMPANY

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Title: EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: Tennessee     Date: 2/27/2008
Industry: Hotels and Motels     Sector: Services

EXECUTIVE EMPLOYMENT AGREEMENT, Parties: gaylord entertainment company
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Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
     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 COLIN V. REED, a resident of Nashville, Davidson County, Tennessee (“Executive”).
Witnesseth :
     WHEREAS, the Company desires to employ Executive as its President and Chief Executive Officer, and Executive desires to serve in such capacity pursuant to the terms of this Agreement; and
     WHEREAS, the Executive has heretofore been employed by the Company under the terms of an agreement that expires on April 30, 2008 (the “Prior Agreement”);
     NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the parties hereto agree as follows:
Agreement
      1.  Employment; Term; Place of Employment . The Company hereby employs Executive, and Executive hereby accepts employment with the Company upon the terms and conditions contained in this Agreement. The term of Executive’s employment hereunder shall commence on February 4, 2008 (the “Effective Date”) and shall continue for a period of two (2) years from and after the Effective Date (the “Initial Period”). For purposes of this Agreement, a “Contract Year” shall mean a one-year period commencing on the Effective Date or any anniversary thereof. This Agreement shall automatically renew for two (2) year terms (each referred to as an “Extension Period”) (the Initial Period and each Extension Period collectively referred to as the “Employment Period”) unless either party notifies the other party at least ninety (90) days prior to the expiration of the Initial Period or any Extension Period. Executive shall render services at the offices established by the Company in the greater Nashville metropolitan area; provided that Executive agrees to travel on temporary trips to such other places as may be required to perform Executive’s duties hereunder.
      2. Duties; Title.
     (a) Description of Duties.
     (i) During the Employment Period, Executive shall serve the Company as its President and Chief Executive Officer and report directly to the Board of Directors of Directors (the “Board of Directors”). In addition, subject to approvals required by the Delaware Business Corporation Act and the Company’s Certificate of Incorporation and Bylaws, Executive shall perform the duties of Chairman of the Board as described by the Company’s Restated Bylaws, as amended from time to time Executive shall supervise the conduct of the business and affairs of the Company, its subsidiaries and respective divisions and perform such other duties as the Board of Directors shall determine.

 


 
     (ii) Subject to approvals required by the Delaware Business Corporation Act and the Company’s Certificate of Incorporation and Bylaws, Executive shall serve as a member of the Board of Directors.
     (iii) Executive shall faithfully perform the duties required of his office. Subject to Section 2(b), Executive shall devote all of his business time and effort to the performance of his duties to the Company.
     (b) Other Activities . Notwithstanding anything to the contrary contained in Section 2(a), Executive shall be permitted to engage in the following activities, provided that such activities do not materially interfere or conflict with Executive’s duties and responsibilities to the Company:
     (i) Executive may serve on the governing boards of, or otherwise participate in, a reasonable number of trade associations and charitable organizations, whose purposes are not inconsistent with the activities and the image of the Company;
     (ii) Executive may engage in a reasonable amount of charitable activities and community affairs; and
     (iii) Subject to the prior approval of the Board of Directors, Executive may serve on the board of directors of no more than two business corporations, provided also that they do not compete, directly or indirectly, with the Company.
     (c) Other Policies. Executive shall be subject to and shall comply with all codes of conduct, personnel policies and procedures applicable to senior executives of the Company, including, without limitation, policies regarding sexual harassment, conflicts of interest and insider trading.
      3.  Cash Compensation .
     (a) Base Salary . During the initial Contract Year, the Company shall pay to Executive an annual salary of $910,000. Executive’s annual salary shall be increased in each subsequent Contract Year by a percentage set by the Board of Directors based upon performance and market competitiveness (such annual salary, together with any increases under this subsection (b), being herein referred to as the “Base Salary”).
     (b) Annual Cash Bonus . Executive shall be eligible for an annual cash bonus equal to a target of 100% of Executive’s Base Salary, up to a maximum of 200% of Base Salary, (the “Annual Bonus”) to be paid to him in each calendar year, and shall be determined based on annually set performance goals and criteria, subject and pursuant to the terms and conditions of the Company’s Cash Incentive Plan, as it is amended from time to time. The Annual Bonus for each calendar year shall be paid to Executive on or before the end of February 28 th of the immediately succeeding year.
     (c) Withholding . The Base Salary and each Annual Bonus shall be subject to applicable withholding and shall be payable in accordance with the Company’s payroll practices.

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      4.  Benefits; Expenses; Etc .
     (a) Custom Non-Qualified Mid-Career Supplemental Employee Retirement Plan . Executive shall be entitled to a nonqualified supplemental executive retirement benefit (the “SERP”). Company agrees to pay Executive a retirement benefit which has a value of $2,500,000.00 (the “Initial SERP Benefit”). The Initial SERP Benefit will be adjusted for hypothetical investment earnings (or losses) beginning April 23, 2005 until paid to Executive, based on the investment performance of one or more mutual funds selected by Executive in his sole discretion, and in a manner consistent with Treas. Reg. § 1.409A-1(o). Company shall not be responsible for the quality of the investment performance of any such fund(s). In addition, Company agrees to pay Executive a retirement benefit which will have a value of $1,000,000.00 on May 1, 2010 (the “Additional SERP Benefit”), provided that Executive continues to be employed by the Company through such date. As of the Effective Date, and pursuant to the terms of the Prior Agreement, the Additional SERP Benefit is 40% vested and accrued, for a value of $400,000, and will continue to accrue and vest at the rate of an additional 20% per year on each of May 1, 2008, May 1, 2009 and May 1, 2010, provided that Executive remains employed by the Company during such period. The Additional SERP Benefit will be adjusted for hypothetical investment earnings (or losses) beginning on May 1, 2006 until paid to Executive, based on the investment performance of one or more mutual funds selected by Executive in his sole discretion, and in a manner consistent with Treas. Reg. § 1.409A-1(o). Company shall not be responsible for the quality of the investment performance of any such fund(s). Except as otherwise set forth in this Agreement, and subject to deferral pursuant to Section 6, the Initial SERP Benefit and the Additional SERP Benefit, as adjusted for hypothetical investment earnings (or losses) beginning April 23, 2005 based on the investment performance of one or more mutual funds selected by Executive in his sole discretion (collectively, the “SERP Benefit”) shall, to the extent then vested, be payable upon the Executive’s termination of employment.
The Company will separately account for the portion of the SERP Benefit earned and vested before January 1, 2005 ($1,875,000) together with hypothetical investment earnings or losses thereon (the “Pre-409A SERP Benefit”). Executive’s rights to the Pre-409A SERP Benefit shall not be modified by this Agreement but shall be with the Executive’s rights as they existed on December 31, 2004 under the terms of the Prior Agreement. As provided under the Prior Agreement, Executive may elect to receive the Pre-409A SERP Benefit in the form of one (1) lump-sum payment or equal annual installments over a period not exceeding fifteen (15) years. Such election by Executive pertaining to the Pre-409A SERP Benefit shall be made (or may be changed) at any time, and from time to time, on or before the last day of the calendar year immediately preceding the calendar year in which the SERP Benefit could otherwise become payable. If no election is made, a lump-sum payment of the Pre-409A SERP Benefit will be made.
The Company will also separately account for the balance of the SERP Benefit that became earned and/or vested after December 31, 2004, together with hypothetical investment earnings or losses (the “409A SERP Benefit”). Executive may elect (or may change a prior election) to receive the 409A SERP Benefit in the form of one (1) lump-sum payment or equal annual installments over a period not exceeding fifteen (15) years. Such election (including a change in any election previously made) by Executive pertaining to the 409A SERP Benefit shall be made by December 31, 2008 (or such later date as allowed under Code

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Section 409A and guidance thereto). If no election is made, or if the 409A SERP Benefit first becomes payable in 2008, a lump-sum payment of the 409A SERP Benefit will be made.
If at Executive’s “separation of service” for reasons other than death, Executive is a “specified employee” (as such phrases are defined under Code Section 409A), payment of the 409A SERP Benefit will commence on the date that is six (6) months following the date of separation of service (or such later date as required under Section 6). In all other cases, the 409A SERP Benefit will commence thirty (30) days following a separation of service (or as soon as practicable thereafter).
The Company reserves the right to provide benefits described in this Section 4(a) under a separate, written deferred compensation plan or arrangement that will supersede the terms of this Agreement. The terms and conditions of all benefits described in this Section 4(a) may be modified by the Company to the extent necessary to comply with the requirements for deferred compensation arrangements imposed by Section 409A of the Internal Revenue Code, as amended from time to time.
For example purposes, a schedule of vesting for the SERP Benefit based upon the provisions of this Section 4(a) is attached hereto as Exhibit A and made a part hereof.
     (b) Expenses . During the Employment Period, the Company shall reimburse Executive, in accordance with the Company’s policies and procedures, for all reasonable expenses incurred by Executive, including reimbursement for his reasonable first class travel expenses and, on up to two occasions per year, those of his spouse, in connection with the performance of his duties for the Company.
     (c) Vehicle Allowance . During the Employment Period, Executive shall be entitled to receive from the Company a vehicle allowance of $1,200 per month, subject to future increases as may be granted to senior executives.
     (d) Use of Company Aircraft . During the Employment Period and subject to availability and the Company’s relevant reimbursement policies, the Company shall make available the Company’s jet aircraft to Executive for reasonable personal use.
     (e) Vacation . During the Employment Period, Executive shall be entitled to four (4) weeks vacation during each Contract Year.
     (f) Executive Financial Counseling . During the Employment Period, the Company shall reimburse Executive for up to a maximum of $15,000 of financial counseling expenses each Contract Year, upon submission of documentation evidencing such expenses.
     (g) Attorney’s Fees . Executive shall be entitled to reimbursement for reasonable attorney’s fees and expenses incurred by Executive in the review and negotiation of this Agreement and any proposed amendments to this Agreement, upon submission of documentation evidencing such fees and expenses.
     (h) Company Plans . During the Employment Period, Executive shall be entitled to participate in and enjoy the benefits of (i) the Company Health Insurance Plan, (ii) the Company 401(k) Savings Plan, (iii) the Company Supplemental Deferred Compensation

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(“SUDCOMP”) Plan, and (iv) any health, life, disability, retirement, pension, group insurance, or other similar plan or plans which may be in effect or instituted by the Company for the benefit of senior executives generally, upon such terms as may be therein provided. Such benefits shall include reimbursement or payment of up to $15,000 each Contract Year for a physical examination. A summary of such benefits as in effect on the Effective Date has been provided to Executive, the receipt of which is hereby acknowledged.
     (i) Retiree Health Coverage . The Company shall provide Executive and his wife Brenda Reed (and no subsequent spouse or any other dependent) on the day immediately preceding his employment termination date (other than a termination date resulting from a termination by Company for Cause or by Executive without Good Reason) with medical benefits (including health care, dental, prescription and vision) until the earliest of the following occurs: (i) the deaths of Executive and his wife Brenda Reed; (ii) Executive terminates his coverage under the plan; (iii) failure of Executive or his wife to make premium payments as required under the plan; or (iv) Company ceases to offer medical benefits to any of its active employees. If Executive terminates his coverage under the plan (except in the case of death), his wife’s coverage is also terminated. Once Executive or his wife’s coverage is terminated, it cannot be reinstated for any reason. Executive shall pay the same cost or the same portion of the cost to Company of providing him and his wife with coverage as paid by executive employees for similar coverage, as determined by Company in its sole discretion. Coverage made available to Executive and his wife shall be substantially similar to coverage provided to Executive and his wife during the Employment Period. Such benefit continuation coverage may be provided through COBRA continuation rights, an insurance contract, benefit plan or similar arrangement, or a combination thereof, at the Company’s discretion.
     (j) Section 409A Compliance . Except for payments to Executive arising from Sections 4(a), and 4(h)(iii), the payments described in this Agreement are not intended to be payments of deferred compensation subject to the requirements of Code Section 409A. In the event a payment arising from one of these paragraphs is determined to be deferred compensation subject to Code Section 409A, and in the event that the Executive can make an election regarding the timing of the payment, the payment will instead be made in the calendar year following the calendar year in which the liability for reimbursement arose or, if later, at the earliest time possible so that the deduction related to such payment will not be limited or eliminated by application of Internal Revenue Code Section 162(m).
      5.  Deferral of Excessive Employee Remuneration .
     (a) Deferral of Current Compensation . During any period in which Executive is a “covered employee” within the meaning of Section 162(m)(3), any “applicable employee remuneration” otherwise payable to Executive in excess of the limit specified in Section 162(m)(1) or any successor provision of the Code (currently $1,000,000) shall not be currently paid, but shall be a deferred payment obligation of the Company governed by the provisions of this Section 6.
     (b) Vesting of Deferred Compensation; Investment Earnings . All such deferred payment obligations shall be fully vested and shall be adjusted for hypothetical investment earnings (or losses) until paid to Executive. The rate of investment earnings (or losses) of such deferred amounts shall be equal to the rate of investment earnings (or losses) of one or

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more mutual funds selected by Executive, in his sole discretion. The Company shall not be responsible for the quality of the investment performance of any such fund(s).
     (c) Deposit to Rabbi Trust . In order to facilitate the payment of the Company’s deferred payment obligation, at the time that the Company would otherwise make a payment to Executive but for the Code Section 162(m) limitations, the Company shall deposit an amount of cash equal to the amount which is being deferred, into “Account A” of the Deferred Compensation Rabbi Trust (the “Rabbi Trust”) that has been established by the Company and is described in Section 6 hereof.
     (d) Distribution of Deferred Amounts . Amounts deferred pursuant to this Section 5 and earnings thereon, shall be paid to Executive at the earliest time possible so that the deduction related to such payment will not be limited or eliminated by application of Internal Revenue Code Section 162(m). In the event the time of payment is expected to be later than ten (10) days following the termination of Executive’s employment with the Company (without regard to the reason of such termination), the Company shall provide Executive with a copy of a written opinion from counsel confirming the need to delay the payment and specifying the earliest date upon which payment may be made so that the deduction related to such payment will not be limited or eliminated by application of Internal Revenue Code Section 162(m). Distributions from the Rabbi Trust shall to the extent feasible be made from Account A prior to any distributions from Account B.
      6.  Rabbi Trust . It is understood and agreed by the parties that (i) the Rabbi Trust shall remain subject to the claims of the Company’s general creditors; (ii) any income tax payable with respect to the Rabbi Trust shall be the sole obligation and responsibility of the Company (and shall not reduce the assets in the Rabbi Trust so long as the Rabbi Trust remains a “grantor trust” for federal income tax purposes); and (iii) the establishment of the Rabbi Trust shall not relieve the Company of its liability to pay amounts due under this Agreement. The Rabbi Trust shall, however, relieve the Company of its liability to pay amounts due under this Agreement to the extent that payments are made in accordance with the terms of this Agreement and the Rabbi Trust.
      7.  Termination . Executive’s employment hereunder may be terminated prior to the expiration of the Employment Period as follows:
     (a) Termination by Death . Upon the death of Executive (“Death”), Executive’s employment shall automatically terminate as of the date of Death.
     (b) Termination by Company for Permanent Disability . At the option of the Company, Executive’s employment may be terminated by written notice to Executive or his personal representative in the event of the Permanent Disability of Executive. As used herein, the term “Permanent Disability” shall mean a physical or mental incapacity or disability which renders Executive unable substantially to render the services required hereunder for a period of ninety (90) consecutive days or one hundred eighty (180) days during any twelve (12) month period as determined in good faith by the Company.
     (c) Termination by Company for Cause . At the option of the Company, Executive’s employment may be terminated by written notice to Executive upon the occurrence of any one or more of the following events (each, a “Cause”):

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     (i) any action by Executive constituting fraud, self-dealing, embezzlement, or dishonesty in the course of his employment hereunder;
     (ii) any conviction of Executive of a crime involving moral turpitude;
     (iii) failure of Executive after reasonable notice promptly to comply with any valid and legal directive of the Board of Directors;
     (iv) a material breach by Executive of any of his obligations under this Agreement and failure to cure such breach within ten (10) days of his receipt of written notice thereof from the Company; or
     (v) a failure by Executive to perform adequately his responsibilities under this Agreement as demonstrated by objective and verifiable evidence showing that the business operations under Executive’s control have been materially harmed as a result of Executive’s gross negligence or willful misconduct.
     (d) Termination by Executive for Good Reason . At the option of Executive, Executive may terminate his employment by written notice to Company given within ninety days (90) after the occurrence of the following circumstances (“Good Reason”), unless the Company cures the same within thirty (30) days of such notice:
     (i) Any adverse change by Company in the Executive’s position or title described in Section 2 hereof, whether or not any such change has been approved by a majority of the members of the Board;
     (ii) The assignment to Executive, over his reasonable objection, of any duties materially inconsistent with his status as President and Chief Executive Officer or a substantial adverse alteration in the nature of his responsibilities;
     (iii) A reduction by Company in his annual base salary of $910,000 as the same may be increased from time to time pursuant to Section 3(b) hereof;
     (iv) Company’s requiring Executive to be based anywhere other than the Company’s headquarters in Nashville, Tennessee except for required travel on the Company’s business;
     (v) The failure by Company, without Executive’s consent, to pay to him any portion of his current compensation, except pursuant to this Agreement or pursuant to a compensation deferral elected by Executive, or to pay to Executive any portion of an installment of deferred compensation under any deferred compensation program of Company within thirty days of the date such compensation is due;
     (vi) Except as permitted by this Agreement, the failure by Company to continue in effect any compensation plan (or substitute or alternative plan) in which Executive is entitled to participate which is material to Executive’s total compensation, or the failure by the Company to continue Executive’s participation therein on a basis that is materially as favorable both in terms of the amount of

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benefits provided and the level of Executive’s participation relative to other participants at Executive’s grade level; or
     (vii) The failure by Company to continue to provide Executive with benefits substantially similar to those enjoyed by senior executives under the Company’s pension and deferred compensation plans, and the life insurance, medical, health and accident, and disability plans in which Executive is entitled to participate, except as required by law, or the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive, or the failure by the Company to provide Executive with the number of paid vacation days to which Executive is entitled; or
     (viii) A material breach by the Company of any of its obligations under this Agreement or th

 
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