Ex-10.40  Officer & Employee Form of Restricted Sh



 





EXHIBIT 10.40




GAYLORD ENTERTAINMENT COMPANY

RESTRICTED SHARE AWARD AGREEMENT

(OFFICER AND EMPLOYEE)




     THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and
entered into as of the ___ day of                     , 200___(the “Grant Date”),
between Gaylord Entertainment Company, a Delaware corporation, (together with
its Subsidiaries, the “Company”), and                                          (the “Grantee”).
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 shares of the common stock of Gaylord Entertainment Company, par value $0.01 per share (the “Common Stock”); and



     WHEREAS, pursuant to the Plan, the Committee responsible for administering
the Plan has granted an award of restricted shares to the Grantee as provided
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 Shares.



          (a) The Company hereby grants to the Grantee an award (the “Award”) of
                     shares of Common Stock (the “Shares” or the “Restricted Shares”)
on the terms and conditions set forth in this Agreement and as otherwise
provided in the Plan.




          (b) The Grantee’s rights with respect to the Award shall remain
forfeitable at all times prior to the dates on which the restrictions shall
lapse in accordance with Sections 2 and 3 hereof.




     2. Terms and Rights as a Stockholder.



          (a) Except as provided herein and subject to such other exceptions as
may be determined by the Committee in its discretion, the “Restricted Period”
for twenty five (25%) of the Restricted Shares granted herein shall expire on
the each of the succeeding four (4) anniversaries of the date hereof.




          (b) The Grantee shall have all rights of a stockholder with respect to
the Restricted Shares, including the right to receive dividends and the right to
vote such Shares, subject to the following restrictions:




               (i) the Grantee shall not be entitled to delivery of the stock
certificate for any Shares until the expiration of the Restricted Period as to
such Shares;



 









 





               (ii) none of the Restricted Shares may be sold, assigned,
transferred, pledged, hypothecated or otherwise encumbered or disposed of during
the Restricted Period as to such Shares; and



               (iii) except as otherwise determined by the Committee at or after
the grant of the Award hereunder, any Restricted Shares as to which the
applicable “Restricted Period” has not expired shall be forfeited, and all
rights of the Grantee to such Shares shall terminate, without further obligation
on the part of the Company, unless the Grantee remains in the continuous
employment of the Company or its Subsidiaries for the entire Restricted Period.



          (c) Notwithstanding the foregoing, the Restricted Period shall
automatically terminate as to all Restricted Shares awarded hereunder (as to
which such Restricted Period has not previously terminated) upon the occurrence
of termination of the Grantee’s employment from the Company, a Subsidiary or
Affiliate which results from Grantee’s death or Disability (to be determined in
the sole discretion of the Committee).




     Any Shares, any other securities of the Company and any other property
(except for cash dividends) distributed with respect to the Restricted Shares
shall be subject to the same restrictions, terms and conditions as such
Restricted Shares.



     3. Termination of Restrictions. Following the termination of the Restricted
Period, all restrictions set forth in this Agreement or in the Plan relating to
such portion or all, as applicable, of the Restricted Shares shall lapse as to
such portion or all, as applicable, of the Restricted Shares, and a stock
certificate for the appropriate number of Shares, free of the restrictions and
restrictive stock legend (but subject to any legend appropriate under securities
laws), shall, upon request, be delivered to the Grantee pursuant to the terms of
this Agreement.



     4. Delivery of Shares.



          (a) As of the date hereof, certificates representing the Restricted
Shares shall be registered in the name of the Grantee and held by the Company or
transferred to a custodian appointed by the Company for the account of the
Grantee subject to the terms and conditions of the Plan and shall remain in the
custody of the Company or such custodian until their delivery to the Grantee as
set forth in Section 4(b) hereof or their forfeiture or reversion to the Company
as set forth in Section 2(b) hereof.




          (b) Certificates representing Restricted Shares in respect of which
the applicable Restricted Period has lapsed pursuant to this Agreement shall be
delivered to the Grantee upon request following the date on which the
restrictions on such Restricted Shares lapse.




          (c) Each certificate representing Restricted Shares shall bear a
legend in substantially the following form or substance:





THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE
SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING



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FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE GAYLORD
ENTERTAINMENT COMPANY 2006 OMNIBUS INCENTIVE PLAN (THE “PLAN”) AND THE
RESTRICTED SHARE AWARD AGREEMENT (THE “AGREEMENT”) BETWEEN THE OWNER
OF THE RESTRICTED SHARES REPRESENTED HEREBY AND GAYLORD ENTERTAINMENT
COMPANY, INC. (THE “COMPANY”). THE RELEASE OF SUCH SHARES FROM SUCH
TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE
PROVISIONS OF THE PLAN AND THE AGREEMENT AND ALL OTHER APPLICABLE
POLICIES AND PROCEDURES OF THE COMPANY, COPIES OF WHICH ARE ON FILE AT
THE COMPANY.



     5. Effect of Lapse of Restrictions. To the extent that the Restricted
Period applicable to any Restricted Shares shall have lapsed, the Grantee may
receive, hold, sell or otherwise dispose of such Shares free and clear of the
restrictions imposed under the Plan and this Agreement.



     6. No Right to Continued Employment. This Agreement shall not be construed
as giving Grantee the right to be retained in the employ of the Company or its
Subsidiaries, and the Company or its Subsidiaries may at any time dismiss
Grantee from employment, free from any liability or any claim under the Plan but
subject to the terms of the Grantee’s Employment Agreement, if any.



     7. Adjustments. The Committee shall make equitable and proportionate
adjustments in the terms and conditions of, and the criteria included in, this
Award in recognition of unusual or nonrecurring events (including, without
limitation, the events described in Section 4.2 of the Plan) affecting the
Company, or the financial statements of the Company, or of changes in applicable
laws, regulations, or accounting principles in accordance with the Plan.



     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.



     9. Withholding of Taxes. If the Grantee makes an election under Section
83(b) of the Code with respect to the Award, the Award made pursuant to this
Agreement shall be conditioned upon the prompt payment to the Company of any
applicable withholding obligations or withholding taxes by the Grantee
(“Withholding Taxes”). Failure by the Grantee to pay such Withholding Taxes will
render this Agreement and the Award granted hereunder null and void ab initio
and the Restricted Shares granted hereunder will be immediately cancelled. If
the Grantee does not make an election under Section 83(b) of the Code with
respect to the Award, upon the lapse of the Restricted Period with respect to
any portion of Restricted Shares (or



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property distributed with respect thereto), the Grantee shall make payment to
the Company to satisfy the required Withholding Taxes as set forth by Internal
Revenue Service guidelines for the employer’s minimum statutory withholding with
respect to Grantee and the Company shall issue vested shares to the Grantee
without Restriction. If requested by the Grantee, the Company shall satisfy the
required Withholding Taxes by withholding from the Shares included in the Award
that number of whole shares necessary to satisfy such taxes as of the date the
restrictions lapse with respect to such Shares based on the Fair Market Value of
the Shares.




     10. 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.



     11. 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
jurisdiction, Person or Award, and the remainder of the Plan and Award shall
remain in full force and effect.



     12. 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, Senior Vice President
	 
	 	 	 	 
	 

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






     13. 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.



     14. 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.



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     15. 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.



     IN WITNESS WHEREOF, the parties have caused this Restricted Share Award
Agreement to be duly executed effective as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	GAYLORD ENTERTAINMENT COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Carter R. Todd, Senior Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	GRANTEE:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Print Name	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Signature	 	 






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