exv10w3






Exhibit 10.3




AMENDMENT NO. 2 TO

EMPLOYMENT AGREEMENT




     THIS AMENDMENT NO. 2, dated as of September 3, 2010 (the “Amendment”), is to the Employment
Agreement, dated as of February 25, 2008, as amended (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 DAVID C. KLOEPPEL, a resident of Nashville,
Davidson County, Tennessee (“Executive”).



WITNESSETH:




     WHEREAS, the Company and Executive have heretofore entered into the Agreement, as amended by
Amendment No. 1 thereto dated as of February 4, 2010; and



     WHEREAS, the parties wish to modify certain provisions of the Agreement to eliminate a
gross-up payment relating to amounts that constitute an excise tax payment pursuant to Section 4999
of the Internal Revenue Code; and



     WHEREAS, the Company and Executive wish to make other modifications to reflect the
understandings between the parties.



     NOW, THEREFORE, in consideration of the continued employment of the Executive by the Company,
the agreements made herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereby agree to amend the Agreement as follows:



     1. Section 6(e) of the Agreement is hereby amended by changing the words “two (2)” to “one
(1)” in clauses (i) and (ii); (ii) by omitting the sentence of Section 6(e) concerning a Restricted
Stock Unit Grant, that reads “In addition, Executive shall also be entitled to a pro rata share of
his Restricted Stock Unit Grant under the 2008 Long Term Incentive Plan in the event the
performance targets for such award are eventually satisfied on February 4, 2012 or the award is
otherwise vested via change of control or otherwise (for example, if Executive were terminated two
years into the four-year cliff vesting period, then Executive would receive fifty percent (50%) of
the award if eventually earned).”, which sentence shall be of no further effect; and (iii) by
adding the following sentence to the end of Section 6(e):



     In addition, upon the termination of Executive’s employment hereunder by the Company Without
Cause or by Executive for Good Reason, as consideration for the Executive’s compliance with the
Restrictive Covenants in Section 9(c) hereof, Executive shall be entitled to: (i) the payment of
one (1) times Executive’s Base Salary for the year in which such termination shall occur; and (ii)
payment of one (1) times Executive’s Annual Bonus for the preceding year.



     2. Section 7(b) of the Agreement is hereby amended by changing the words “three (3)” in
clauses (i) and (ii) to “two (2)” and adding the following sentence at the end of Section 7(b):



 









 





     In addition, in the event that within one (1) year following a Change of Control the Company
terminates Executive Without Cause or Executive terminates employment for Good Reason, as
consideration for compliance with the Restrictive Covenants in Section 9(c) hereof, upon such
termination Executive shall be entitled to: (i) the payment of one (1) times Executive’s Base
Salary for the year in which such termination shall occur; and (ii) the payment of one (1) times
Executive’s highest Annual Bonus for the preceding three years.



     3. Section 8 of the Agreement, “Excise Tax Reimbursement,” is hereby omitted and shall be of
no further effect. Section 8 shall hereafter be entitled “Reserved.”



     4. Article 14 of the Agreement shall be amended by adding the following as Section 14(k)
thereof:



     14(k) Section 409A Compliance. Notwithstanding any provision of this Agreement, the
intent of the parties is that payments and benefits under this Agreement comply with or be exempt
from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder
and, accordingly, to the maximum extent permitted, this Agreement will be interpreted to be in
compliance therewith or exempt therefrom.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Employment
Agreement to be duly executed as of the date first above written.



	 	 	 	 	 
	 	GAYLORD ENTERTAINMENT COMPANY

 	 
	 	By:  	/s/ Carter R. Todd
 	 
	 	 	Carter R. Todd, Executive Vice President 	 
	 	 	 	 
	 
	 	EXECUTIVE

 	 
	 	/s/ David C. Kloeppel
 	 
	 	David C. Kloeppel 	 
	 	 	 



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