Ex-10.30 Carter R. Todd Amendment No. 1 Severance



 





Exhibit 10.31




AMENDMENT NO. 1 TO

CARTER TODD SEVERANCE AGREEMENT




     This
Amendment No. 1 to Severance Agreement, dated as of November 4, 2005 (the “Amendment”)
is by and between Gaylord Entertainment Company, a Delaware corporation having its corporate
headquarters at One Gaylord Drive, Nashville, Tennessee 37214 (the “Company” or “GEC”) and Carter
R. Todd, a resident of Nashville, Davidson County, Tennessee (“Executive” or “Key Employee”).



W I T N E S S E TH:




     WHEREAS, the Company and Executive entered into that certain Severance Agreement dated as of
July 3, 2001 (the “Severance Agreement”), pursuant to which, among other things, the Company agreed
to compensate the Executive in certain circumstances if he were terminated, among other things,
following a change of control;



     WHEREAS, the Company and Executive have now agreed to various amendments to the Severance
Agreement;



     NOW, THEREFORE, in consideration of the covenants and agreements hereafter set forth, the
parties hereto agree as follows:



     1. Amendment of Section 1 of Severance Agreement. The first sentence of Section 1 of
the Severance Agreement is deleted in its entirety and replaced with the following new sentence:




     “For purposes of this Agreement, a “Change of Control” shall be deemed to have taken
place if: (i) any person or entity, including a “group” as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, other than the Company, a wholly-owned subsidiary
thereof, or any employee benefit plan of the Company or any of its subsidiaries becomes the
beneficial owner of Company securities having 35% or more of the combined voting power of
the then outstanding securities of the Company that may be cast for the election of
directors of the Company (other than as a result of the issuance of securities initiated by
the Company in the ordinary course of business); (ii) individuals who, as of the date of
this Amendment, were members of the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the members of the Board; provided that any individual who
becomes a director after such date whose election or nomination for election by the
Company’s shareholders was approved by two-thirds of the members of the Incumbent Board
(other than an election or nomination of an individual whose initial assumption of office is
in connection with an actual or threatened “election contest” relating to the election of
the directors of the Company (as such terms are used in Rule 14a-11 under the Securities
Exchange Act of 1934), “tender offer” (as such term is used in Section 14(d) of the
Securities Exchange Act of 1934) or a proposed transaction described in clause (iii) below)
shall be deemed to be members of the Incumbent Board; (iii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business combination,
sale of assets or contested election, or any combination of the foregoing transactions, the
holders of all the Company’s securities



 









 





entitled to vote generally in the election of directors of the Company immediately
prior to such transaction constitute, following such transaction, less than a majority of
the combined voting power of the then-outstanding securities of the Company or any successor
corporation or entity entitled to vote generally in the election of the directors of the
Company or such other corporation or entity after such transactions; or (iv) the Company
sells all or substantially all of the assets of the Company.”



     2. Amendment of Section 5(b) of Severance Agreement. Section 5(b) of the Severance
Agreement is deleted in its entirety and replaced with the following new provision:



     “(b) or if




	 	(i)	 	there is a reduction in Executive’s salary
under Section 3(a), a reduction in Executive’s benefits, or a material
change in Executive’s status, working conditions or management
responsibilities;
	 
	 	(ii)	 	Executive is required to relocate his residence
more than 100 miles from his city of employment;
	 
	 	(iii)	 	there is any adverse change by Company in the
Executive’s position or title in effect immediately prior to such
Change of Control, whether or not any such change has been approved by
a majority of the members of the Board; or
	 
	 	(iv)	 	the assignment to Executive, over his
reasonable objection, of any duties materially inconsistent with his
status immediately prior to such Change of Control or a substantial
adverse alteration in the nature of his responsibilities,




and Executive voluntarily terminates his employment within 60 days of any such event, or the last
in a series of events, then Executive shall be entitled to continue to receive those benefits
described in Section 5(c) and to receive a lump sum payment (“Severance Compensation”) equal to the
sum of: (i) the payment of three (3) times Executive’s “Base Amount” for the year in which such
termination shall occur; (ii) the payment of three (3) times Executive’s Annual Bonus for the
preceding year; (iii) any unpaid portion of any Annual Bonus for prior calendar years, accrued and
unpaid vacation pay, unreimbursed expenses incurred and any ocher benefits owed to Executive
pursuant to any Written employee benefit plan or policy of the Company; and (iv) any portion of the
Additional Amount lot theretofore paid, as described in paragraph (d) below. In addition, the
Executive shall receive (i) the portion of restricted stock that is free from restrictions as of
the date of termination and the acceleration and immediate release of all restrictions from all
restricted stock grants that are subject to restrictions as of the date of termination; and (ii)
the vested portion of Executive’s Stock Options and the acceleration and immediate vesting of any
unvested portion of Executive’s Stock Options. Executive shall have two (2) years from the date of
such termination to exercise all vested Stock Options.”




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     3. Miscellaneous Provisions.




     (a) The Severance Agreement is hereby, and shall henceforth be deemed to be, amended,
modified, and supplemented in accordance with the provisions hereof, and the respective
rights, duties, and obligations under the Severance Agreement shall hereinafter be
determined and enforced under the Severance Agreement, as amended, subject in all respects
to such amendments, modifications, and supplements, and all terms and conditions of this
Amendment.




     (b) Except as expressly set forth in this Amendment, all agreements, covenants,
undertakings, provisions, stipulations, and promises contained in the Severance Agreement
are hereby ratified, readopted, approved, and contained and remain in full force and effect.




     (c) Except as provided by this Amendment, or unless the context or use indicates
another or different meaning or intent, the words and terms used in this Amendment shall
have the same meaning as in the Severance Agreement.




     (d) This Amendment may be executed in two or more counterparts, each of which when so
executed, shall be deemed an original, but all of which together shall constitute one and
the same instrument.



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.



	 	 	 	 	 
	 	GAYLORD ENTERTAINMENT COMPANY

 	 
	 	By:  	/s/
Colin Reed
 	 
	 	 	Title:  CEO	 	 
	 
	 	EXECUTIVE 	 	 
	 
	 	By:  	/s/ Carter R. Todd
 	 
	 	 	Carter R.
Todd
	 




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