EX-10.27






Exhibit 10.27




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	 	2009
	Board retainer
	 	$	50,000	 
	Audit chair retainer
	 	$	20,000	 
	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	 





In addition, each director receives a fee of $1,500 for attending each meeting of the Board of
Directors. 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 2009 annual base salaries
and the fiscal 2008 performance bonuses provided to the Company’s Chief Executive Officer, Chief
Financial Officer and three other most highly compensated executive officers (the “Named Executive
Officers”).




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Fiscal 2008
	Executive Officer	 	2009 Salary	 	Bonus Amount
	Colin V. Reed
	 	$	910,000	 	 	$	400,000	 
	David C. Kloeppel
	 	$	625,000	 	 	$	200,000	 
	John Caparella
	 	$	500,000	 	 	$	0	 
	Carter R. Todd
	 	$	300,000	 	 	$	55,000	 
	Mark Fioravanti
	 	$	275,000	 	 	$	50,000	 





The 2009
salary levels represent no increase from 2008 levels. The above-described Fiscal 2008 Bonus Amounts for each of the Named Executive Officers were paid
pursuant to the Company’s cash bonus program under the Company’s 2006 Omnibus Incentive Plan. The
Company’s Human Resources Committee used its discretion to reduce the earned bonus amounts by 10%
to the numbers shown above in light of the economy and other factors.




 









 







The following table sets forth the 2009 bonus targets as a percentage of 2009 base salary set for
the Company’s Named Executive Officers:




	 	 	 	 	 
	 	 	Fiscal 2009
	Executive Officer	 	Bonus Target
	Colin V. Reed
	 	 	100	%
	David C. Kloeppel
	 	 	90	%
	John Caparella
	 	 	75	%
	Carter R. Todd
	 	 	60	%
	Mark Fioravanti
	 	 	60	%





The Fiscal 2009 bonuses will be determined based upon the achievement of certain goals and Company
performance criteria, and if earned, will be paid pursuant to the Company’s cash bonus program
under the Company’s 2006 Omnibus Incentive Plan.



The Named
Executive Officers also are eligible to receive long-term incentive awards pursuant to the Company’s
stockholder-approved equity incentive plans, but no such awards were
made in February 2009.



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 2009 annual meeting of stockholders.