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GAYLORD ENTERTAINMENT COMPANY
FORM OF
STOCK OPTION CANCELLATION AGREEMENT
This STOCK OPTION
CANCELLATION AGREEMENT (the “Agreement”) is by and
between Gaylord Entertainment Company, a Delaware corporation (the
“Company”), and _________(the
“Employee”).
WHEREAS, the
Employee believes that it is in the best interest of the Company
and its stockholders to voluntarily cancel existing Company stock
options held by Employee set forth on Exhibit A (the
“Cancelled Options”) that have relatively low incentive
or retention value at this time so that additional shares become
available for grant under the Company’s 2006 Omnibus
Incentive Plan (the “2006 Plan”) which the Company may
use for future equity grants to Company personnel in order to
recruit, retain and motivate such personnel; and
WHEREAS, the
Company is relying upon the Employee’s surrender and
cancellation of the Cancelled Options in making determinations
about the future grant of equity awards pursuant to the 2006 Plan
and otherwise in regard to the administration of the 2006
Plan;
NOW, THEREFORE,
the parties hereby agree as follows:
Section 1 . Cancellation of Options . The
Employee he
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