Ex-10.37 Summary of Director and Executive Officer



 





Exhibit 10.37




GAYLORD ENTERTAINMENT COMPANY (THE “COMPANY”)




SUMMARY OF DIRECTOR AND EXECUTIVE OFFICER COMPENSATION



I. DIRECTOR COMPENSATION. Directors who are employees of the Company do not receive additional
compensation for serving as directors of the Company. The following table sets forth current rates
of cash compensation for the Company’s non-employee directors.




	 	 	 	 	 
	RETAINERS	 	2007
	 
	Board retainer
	 	$	50,000	 
	Audit chair retainer
	 	$	15,000	 
	Audit member retainer
	 	$	10,000	 
	Human Resources/Nominating and Corporate Governance chair retainer
	 	$	12,500	 
	Human Resources/Nominating and Corporate Governance member retainer
	 	$	7,500	 





No additional fees are paid for special meetings. Pursuant to the Company’s Deferred Compensation
Plan for Non-Employee Directors, non-employee directors may defer these fees into this plan until
their retirement or resignation from the Board of Directors. Upon election to the Board of
Directors, non-employee directors also receive a one-time grant of 3,000 restricted stock units
under the 2006 Omnibus Incentive Plan, which vest on the first anniversary of the date of grant. In
addition, each non-management director receives an annual grant of 1,500 restricted stock units
under the 2006 Omnibus Incentive Plan, which vest on the first anniversary of the date of grant.
All directors are reimbursed for expenses incurred in attending meetings.



II. EXECUTIVE OFFICER COMPENSATION. The following table sets forth the 2007 annual base salaries
and the fiscal 2006 performance bonuses provided to the Company’s Chief Executive Officer, Chief
Financial Officer and three most highly compensated executive officers (the “Named Executive
Officers”).





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FISCAL 2006
	EXECUTIVE OFFICER	 	2007 SALARY	 	BONUS AMOUNT
	 
	Colin V. Reed
	 	$	865,280	 	 	$	1,226,508.61	 
	David C. Kloeppel
	 	$	525,000	 	 	$	550,420.91	 
	John Caparella
	 	$	425,000	 	 	$	277,654.14	 
	Mark Fioravanti
	 	$	250,000	 	 	$	0	 
	Carter R. Todd
	 	$	280,000	 	 	$	200,630.14	 






The Named Executive Officers also participate in the Company’s cash bonus program under the
Company’s 2006 Omnibus Incentive Plan. The following table sets forth the 2007 bonus targets as a
percentage of 2007 base salary set for the Company’s Named Executive Officers.




 









 





	 	 	 	 	 
	 	 	FISCAL 2007
	EXECUTIVE OFFICER	 	BONUS TARGET
	 
	Colin V. Reed
	 	 	100	%
	David C. Kloeppel
	 	 	75	%
	John Caparella
	 	 	60	%
	Mark Fioravanti
	 	 	45	%
	Carter R. Todd
	 	 	50	%





The bonuses will be determined based upon whether the Company meets designated earnings per share
levels and, in certain instances, division operating income targets.



The Named Executive Officers also receive long-term incentive awards pursuant to the Company’s
stockholder approved equity incentive plans.



III. ADDITIONAL INFORMATION. The foregoing information is summary in nature. Additional information
regarding director and Named Executive Officer compensation will be provided in the Company’s proxy
statement to be filed in connection with the 2007 annual meeting of stockholders.