FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDMENT,
dated as of December 18, 2008 (the “Amendment”),
is to the Executive 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 COLIN V. REED, a
resident of Nashville, Davidson County, Tennessee
(“Executive”).
WHEREAS, the
Company and Executive have heretofore entered into the Agreement;
and
WHEREAS, Section
4(a) of the Agreement establishes a Custom Non-Qualified Mid-Career
Supplemental Employee Retirement Plan (the “SERP”),
which pays a retirement benefit to Executive described in such
Section 4(a) (the “SERP Benefit”); and
WHEREAS Section
4(a) of the Agreement provides that the SERP Benefit will be
adjusted for investment earnings (or loss) accruals 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
WHEREAS, Section
5(c) of the Agreement requires the Company to deposit cash in a
rabbi trust described in Section 6 of the Agreement (the
“Section 162(m) Rabbi Trust”) in an amount equal
to any payment which the Company cannot make to Executive by
application of Section 162(m) of the Internal Revenue Code until
such payment can be made to Executive; and
WHEREAS, Section
5(b) of the Agreement provides that any cash deposited in the Rabbi
Trust pursuant to Section 5(c) of the Agreement shall be adjusted
for investment earnings (or loss) accruals based on the investment
performance of one or more mutual funds selected by Executive in
his sole discretion; and
WHEREAS, the
Company and Executive desire to give Executive the right to make an
irrevocable election (the “Election”) on or after the
date of this Amendment to cause cash in the amount of
Executive’s SERP Benefit as of the date of such Election to
be deposited in a rabbi trust described in Section 6 of the
Agreement (the “SERP Rabbi Trust”), and to cause such
cash to be invested in Company common stock (“Company
Stock”); and
WHEREAS, if the
Election is made, the Company and the Executive desire
Executive’s SERP Benefit to be paid to Executive following
Executive’s termination of employment in shares of Company
Stock; and
WHEREAS, the
Company and Executive desire to make further clarifying changes to
the Agreement.
NOW, THEREFORE,
the parties hereby agree to amend the Agreement as
follows:
1. The first
sentence of Section 2(a)(i) is amended to provide as
follows:
(i) During
the Employment Period, Executive shall serve the Company as its
Chief Executive Officer and report directly to the Board of
Directors of the Company (the “Board of
Directors”).
2. The first
paragraph of Section 4(a) is amended to provide as
follows:
(a)
Custom Non-Qualified Mid-Career Supplemental Employee Retirement
Plan . Executive shall be entitled to a nonqualified
supplemental executive retirement benefit (the “SERP”).
The 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 has been adjusted for investment earnings
(or loss) accruals beginning on April 23, 2005, based on the
investment performance of one or more mutual funds selected by
Executive in his sole discretion. In addition, the 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 has been
adjusted for investment earnings (or loss) accruals beginning on
April 23, 2005, based on the investment performance of one or
more mutual funds selected by Executive in his sole discretion.
Executive shall have the option to make an irrevocable election
(the “Election”) on or after the date of this Amendment
to cause cash in the amount of Executive’s Initial SERP
Benefit and Additional SERP Benefit (collectively, the “SERP
Benefit”) as of the date of such Election to be deposited
into a rabbi trust (the “SERP Rabbi Trust”) described
in Section 6, which cash will be used in its entirety by the
trustee to purchase shares of Company common stock (“Company
Stock”) as soon as reasonably practicable and in compliance
with applicable laws. If such an Election
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