exv10w7






Exhibit 10.7




GAYLORD ENTERTAINMENT COMPANY

2008 LONG TERM INCENTIVE PLAN

FORM OF AMENDED AND RESTATED

RESTRICTED STOCK UNIT AWARD AGREEMENT




     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”).



     WHEREAS, the Company has adopted the Plan, which permits the issuance of restricted stock
units of Gaylord Entertainment Company (the “Restricted Stock Units”); and



     WHEREAS, pursuant to the Plan, the Committee responsible for administering the Plan granted an
award of Restricted Stock Units to Grantee on February 4, 2008 (the “Grant Date”) pursuant to the
terms of that certain Performance-Based Restricted Stock Unit Award Agreement dated as of the Grant
Date (the “Original Award Agreement”) entered into between the Company and Grantee; and



     WHEREAS, the Committee responsible for administering the Plan and Grantee desire to amend and
restate the Original Award Agreement pursuant to the terms set forth herein;



     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:



     1. Grant of Restricted Stock Units.



          (a) As of the Grant Date, the Company granted to the Grantee an award (the “Award”) of
_________ Restricted Stock Units on the terms and conditions set forth in this Agreement and as
otherwise provided in the Plan.




          (b) Except to the extent provided in Section 2 hereof, or as otherwise determined by the
Committee following the Amendment Date, all Restricted Stock Units granted hereunder (other than
the 2010 Time-Based RSUs, as defined below) shall be forfeited, and all rights of the Grantee to
such Restricted Stock Units shall terminate, without further obligation on the part of the Company,
in the event of the termination of Grantee’s employment from the Company or any Subsidiary or
Affiliate thereof prior to the date on which the Restricted Stock Units granted hereunder vest
pursuant to Section 2 hereof.




     2. Vesting of the Award.



 









 





          (a) 25% of the Restricted Stock Units granted hereunder will vest on the Amendment Date (the
“2010 Time-Based RSUs”).




          (b) All of the Restricted Stock Units granted hereunder (including the 2012 RSUs, as defined
below) will vest on February 4, 2012 (the “Performance Date”), based on and to the extent of the
satisfaction of the performance targets as more fully described on Exhibit A (for purposes
of illustration, if the 50% performance metric set forth in Exhibit A is satisfied, 50% of
the Restricted Stock Units granted hereunder will vest on the Performance Date pursuant to this
Section 2(b), in addition to the 2010 Time-Based RSUs previously vested pursuant to Section 2(a)
above); provided, however, that:




               (i) upon the occurrence of termination of the Grantee’s employment from the Company or any
Subsidiary or Affiliate thereof prior to the Performance Date which results from Grantee’s death or
Disability (to be determined in the sole discretion of the Committee) or which is a termination by
the Company or any Subsidiary or Affiliate thereof without “Cause” or by the Grantee for “Good
Reason” (as such terms are defined in Grantee’s employment agreement with the Company (the
“Employment Agreement”)), Grantee shall be entitled to a pro rata portion of the Restricted Stock
Units granted hereunder on the Performance Date based on the portion of the four-year period
commencing on the Grant Date that has elapsed at the time of such termination and the extent to
which the performance targets set forth on Exhibit A are eventually satisfied (for purposes
of illustration, if Grantee’s employment was terminated on February 4, 2010 and the 50% performance
metric set forth on Exhibit A is ultimately satisfied as of the Performance Date, Grantee
would be entitled to 25% of the Restricted Stock Units granted hereunder on the Performance Date,
in addition to the 2010 Time-Based RSUs previously vested pursuant to Section 2(a) above);



               (ii) assuming that Grantee remains employed by the Company or any Subsidiary or Affiliate
thereof at the time of any Change of Control (as defined in the Plan) occurring prior to or on the
Performance Date, all of the Restricted Stock Units granted hereunder will vest on the Performance
Date based on and to the extent of the satisfaction of the performance targets set forth on
Exhibit A; and



               (iii) in no event will more than 75% of the Restricted Stock Units granted hereunder vest on
the Performance Date pursuant to the terms of this Section 2(b).



          (c) 25% of the Restricted Stock Units (the “2012 Time-Based RSUs”) granted hereunder will vest
on December 31, 2012 (the “2012 Time-Based Vesting Date”) (for purposes of illustration, if the 50%
performance metric set forth in Exhibit A is satisfied and Grantee remains employed on the
Time-Based Vesting Date, 50% of the Restricted Stock Units granted hereunder will vest on the
Performance Date pursuant to Section 2(b) and an additional 25% of the Restricted Stock Units will
vest pursuant to this Section 2(c) on the 2012 Time-Based Vesting Date, in addition to the 2010
Time-Based RSUs previously vested pursuant to Section 2(a) above); provided, however, that:




               (i) upon the occurrence of termination of the Grantee’s employment from the Company or any
Subsidiary or Affiliate thereof which results from Grantee’s death or



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Disability, in any such case, on or prior to the 2012 Time-Based Vesting Date, 100% of the
2012 Time-Based RSUs will vest on the date of such termination, and upon the occurrence of
termination of the Grantee’s employment from the Company or any Subsidiary or Affiliate thereof,
which is a termination by the Company or any Subsidiary or Affiliate thereof “Without Cause” or by
the Grantee for “Good Reason” (as such terms are defined in the Employment Agreement), in any such
case, on or prior to the 2012 Time-Based Vesting Date, any of the 2012 Time-Based RSUs with
restrictions lapsing within [two years] [one year for Fioravanti, Maradik, Todd and Westbrook] of
the date of such termination, will vest on the date of such termination;



               (ii) assuming that Grantee remains employed by the Company or any Subsidiary at the time of
any Change of Control (as defined in the Plan) occurring on or prior to the 2012 Time-Based Vesting
Date, upon such Change of Control, 100% of the 2012 Time- Based RSUs will vest concurrently with
such Change of Control; and



               (iii) in no event will more than 75% of the Restricted Stock Units granted hereunder vest
pursuant to the terms of Section 2(b) and this Section 2(c), on an aggregate basis.



     3. Payment of Vested Restricted Stock Units. Grantee shall be entitled to receive the
Company’s Common Stock, par value $.01 per share (the “Common Stock”) for Restricted Stock Units
whose restrictions have lapsed pursuant to Section 2. Grantee will receive the number of shares
equal to the number of vested Restricted Stock Units. Once the Restricted Stock Units vest and
unless a deferral election is made as provided below, upon Grantee’s request, stock certificates
will be issued.



     4. Deferral Election. The Committee has approved a program whereby a Grantee can defer
the receipt of their vested Restricted Stock Units. Under the program, to be effective a deferral
election must be in writing and delivered to the Company’s secretary by December 31, 2010; provided
that the deferral shall not be effective with respect to Restricted Stock Units that have become
vested at the time the election is made or with respect to the amount of the Award that has
otherwise become readily ascertainable. The shares can be deferred to a specified date in the
future or to the Grantee’s date of termination of employment, whichever occurs first. The Grantee
can elect a lump sum distribution of shares on the deferral date (or one year after that date) or
can elect annual installments of shares over five (5) years. This election is irrevocable with
respect to the payment of shares for which such election is made. The Restricted Stock Units to
which an election described in the proviso to the second sentence of this Section 4 does not apply
shall be treated under Section 3 as if no deferral election had been made with respect to such
Restricted Stock Units.



     5. Dividends. The Grantee shall be entitled to receive either:



          (a) Cash payments equal to any cash dividend and other distributions paid with respect to a
corresponding number of shares;




          (b) Additional Restricted Stock Units equal to any cash dividend and other distributions paid
with respect to a corresponding number of shares; or






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          (c) If dividends or distributions are paid in shares, the fair market value of such shares
converted into Restricted Stock Units.




          In the case of (b) or (c) above, the additional Restricted Stock Units shall be subject to the
same forfeiture restrictions and restrictions on transferability as apply to the Restricted Stock
Units with respect to which they were paid.




     6. Rights as a Stockholder. Except as provided above, the Grantee shall not have
voting or any other rights as a stockholder of the Company with respect to Restricted Stock Units.
Grantee will obtain full voting and other rights as a stockholder of the Company upon the
settlement of Restricted Stock Units in shares.



     7. Adjustments. The Committee shall make appropriate adjustments in the terms and
conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring
events affecting the Company, or the financial statements of the Company, or of changes in
applicable laws, regulations, or accounting principles, whenever the Committee determines that such
adjustments are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan. Upon the occurrence of any of the
events described in Section 4.2 of the Plan, the Committee shall make the adjustments described in
this Section 7. Any such adjustments shall be made in a manner that is consistent with the effect
of such event on the Company or financial statements of the Company and shall be made in a manner
that (i) does not result in a discretionary increase in the amounts payable under the Award, and
(ii) is otherwise consistent with the qualification of the Award as “performance-based
compensation” under section 162(m) of the Internal Revenue Code.



     8. Amendment to Award. Subject to the restrictions contained in the Plan, the
Committee may waive any conditions or rights under, amend any terms of, or alter, suspend,
discontinue, cancel or terminate the Award, prospectively or retroactively; provided that any such
waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would
adversely affect the rights of the Grantee or any holder or beneficiary of the Award shall not to
that extent be effective without the consent of the Grantee, holder or beneficiary affected. This
Agreement amends and restates the Original Award Agreement in its entirety, which Original Award
Agreement is superseded hereby in its entirety.



     9. Plan Governs. The Grantee hereby acknowledges receipt of a copy of the Plan and
agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are
governed by the terms of the Plan, and in the case of any inconsistency between the terms of this
Agreement and the terms of the Plan, the terms of the Plan shall govern.



     10. Severability. If any provision of this Agreement is, or becomes, or is deemed to
be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or
would disqualify the Plan or Award under any laws deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee, materially altering
the intent of the Plan or the Award, such provision shall be stricken as to such



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jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full
force and effect.




     11. Notices. All notices required to be given under this Grant shall be deemed to be
received if delivered or mailed as provided for herein, to the parties at the following addresses,
or to such other address as either party may provide in writing from time to time.




			
	To the Company:	 	Gaylord Entertainment Company

One Gaylord Drive

Nashville, Tennessee 37214

Attn: Carter R. Todd, Executive Vice President

Secretary and General Counsel






			
	To the Grantee:	 	The address then maintained with respect to the Grantee in
the Company’s records.





     12. Governing Law. The validity, construction and effect of this Agreement shall be
determined in accordance with the laws of the State of Delaware without giving effect to conflicts
of laws principles.



     13. Successors in Interest. This Agreement shall inure to the benefit of and be
binding upon any successor to the Company. This Agreement shall inure to the benefit of the
Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted to
the Company under this Agreement shall be binding upon the Grantee’s heirs, executors,
administrators and successors.



     14. Resolution of Disputes. Any dispute or disagreement which may arise under, or as a
result of, or in any way related to, the interpretation, construction or application of this
Agreement shall be determined by the Committee. Any determination made hereunder shall be final,
binding and conclusive on the Grantee and the Company for all purposes.



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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed effective as of
the Amendment Date.



	 	 	 	 	 
	 	GAYLORD ENTERTAINMENT COMPANY

 	 
	 	By:  	 	 
	 	 	Carter R. Todd, Executive Vice President, 	 
	 	 	Secretary and General Counsel 	 
	 
	 	GRANTEE:


	 	 	Print Name


	 	 	Signature
	 	 	 
	 	 	 
	 	 	 
	 




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EXHIBIT A

LONG TERM COMPENSATION

PERFORMANCE METRICS




Gaylord Entertainment Company

Long Term Compensation — Performance Metrics




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2008-2011 CAGR Consolidated Cash EPS
	 	 	 	 	 	 	<10%	 	10-20%	 	>20%
	2008-2011
	 	 	>20	%	 	 	50	%	 	 	75	%	 	 	100	%
	CCF CAGR
	 	 	10-20	%	 	 	25	%	 	 	50	%	 	 	75	%
	 
	 	 	<10	%	 	 	0	%	 	 	25	%	 	 	50	%





Definitions




     Consolidated Cash Earnings Per Share:



          Consolidated Cash EPS = (Adjusted EBITDA less Cash Interest plus Interest Income)/ (Fully
Diluted Outstanding Shares using the Treasury Method)




Consolidated Cash Flow:




     CCF = Adjusted EBITDA plus Pre-Opening Expenses, Non-Cash Lease Expenses, and Other Gains &
Losses


Compound Annual Growth Rate Calculations:




     CCF CAGR = ((Calendar Year 2011 CCF/Calendar Year 2007 CCF)^1/4)-1



     Cash EPS CAGR = ((Calendar Year 2011 Cash EPS/Calendar Year 2007 Cash EPS)^1/4)-1




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