Ex-10.43 Form of Director Restricted Stock Unit Aw



 





Exhibit 10.43




GAYLORD ENTERTAINMENT COMPANY

DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT




     THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made and entered into as of
the ___day of ___(the “Grant Date”), between Gaylord Entertainment Company, a Delaware
corporation, (together with its Subsidiaries, the “Company”), and ___(the “Grantee”), who is a
member of the Board of Directors of the Company. 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 has
granted an award of Restricted Stock Units 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 Stock Units.



          (a) The
Company hereby grants 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) 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 Section 2 hereof.



     2. Vesting of the Award. One hundred percent (100%) of the Restricted Stock Units
will vest on ___, provided the Grantee has continued as a director of the Company through such
date (the “Vested Date”).



     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 the date that is
thirty days following the Grant Date; provided that if the election is delivered to the Company’s



 









 




secretary after the Grant Date, the election shall apply only to a portion of the Restricted Stock
Units granted hereunder — such portion being the product of (a) the total Restricted Stock
Units awarded hereunder, times (b) a fraction, the numerator of which is the number of days
following the Company’s receipt of such election until the Vested Date, and the denominator of
which is the total number of days between the Grant Date and the Vested Date. The shares can be
deferred to a specified date in the future or to the Grantee’s date of retirement from the board,
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



     (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 may make 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.



     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



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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. 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 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, Senior Vice President
	 
	 	 
	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 Restricted Stock Unit 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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