EX-10.1



 Exhibit 10.1 

THIRD AMENDMENT TO 

EMPLOYMENT AGREEMENT 
 THIS
THIRD AMENDMENT, effective as of July 1, 2016 (this “Amendment”) by and between RYMAN HOSPITALITY PROPERTIES, INC., a Delaware corporation and successor in interest by merger to Gaylord Entertainment Company (the “Company”),
and BENNETT WESTBROOK, a resident of Brentwood, Williamson County, Tennessee (“Executive”), is to the Employment Agreement, dated as of February 25, 2008 by and between Gaylord and Executive, as amended (the “Agreement”).

 WITNESSETH: 

WHEREAS, the Company and Executive entered into the Agreement pursuant to which, among other things, the Company agreed to hire Executive as
one of its senior executives; and 
 WHEREAS, the Executive has been promoted to the position of Executive Vice President and Chief
Development Officer, and the parties have agreed to make certain modifications to the Agreement in connection with such promotion. 
 NOW,
THEREFORE, in consideration of the continued employment of Executive by the Company, the agreements made herein and in the Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree
as follows: 
  

	1.	Amendment of Section 2(a)(i) of the Agreement. Section 2(a)(i) of the Agreement is amended and restated in its entirety to provide as follows: 


“(i) During the Employment Period, Executive shall serve the Company as its Executive Vice President and Chief Development
Officer and report directly to the Company’s Chief Executive Officer. Executive shall supervise the development and design and construction activities of the Company, and perform such other duties as the Company’s Chief Executive Officer
shall reasonably determine.” 
  

	2.	Amendment of Section 3(a) of the Agreement. Section 3(a) of the Agreement is amended and restated in its entirety to provide as follows: 


“(a) Base Salary. The Company shall pay to Executive an annual salary of $375,000. Executive’s annual salary
shall be reviewed annually by the Human Resources Committee of the Board of Directors (the “Human Resources Committee”), and any increase shall be made in the discretion of and approved by the Human Resources Committee and ratified by the
Board of Directors (such annual salary, together with any increases under this subsection (a), being herein referred to as the “Base Salary”).” 








	3.	Amendment of Section 3(b) of the Agreement. Section 3(b) of the Agreement is amended and restated in its entirety to provide as follows: 


“(b) Annual Cash Bonus. Executive shall be eligible for an annual cash bonus equal to a target of 100% of
Executive’s Base Salary, up to a maximum of 200% of Base Salary (the “Annual Bonus”), to be paid to him with respect to each calendar year, and shall be determined based on the achievement of certain goals and Company performance
criteria as established by the CEO and approved by the Human Resources Committee subject and pursuant to the terms and conditions of the company’s Cash Incentive Plan, as it is amended from time to time. Subject to the Company’s
determinations pursuant to the Cash Incentive Plan, the annual Bonus for each calendar year shall be paid to Executive on or before February 28th of the immediately succeeding year.”

  

	4.	Amendment of Section 5(d)(ii) of the Agreement. Section 5(d)(ii) of the Agreement is deleted in its entirety and replaced with the following new provision: 


“(ii) The assignment of Executive, over his reasonable objection, of any duties materially inconsistent with his status as Executive Vice
President and Chief Development Officer or a substantial adverse alteration in the nature of his responsibilities.” 
  

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


“(iii) A reduction by Company in his annual base salary as the same may be increased from time to time pursuant to Section 3(a)
hereof.” 
  

	6.	Miscellaneous. Capitalized terms used, but not otherwise defined herein, shall have the same meaning provided in the Agreement. This Amendment shall be deemed to be a contract under the laws of the State of
Tennessee and shall be construed and enforced with the internal laws of said state. This Amendment may be executed in two or more counterparts, all of which taken together shall be deemed one original. 


[signature page follows] 







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

			
	RYMAN HOSPITALITY PROPERTIES, INC.
		
	By:	 	 /s/ Colin V. Reed

	Name:	 	 Colin V. Reed

	Title:	 	 Chairman and CEO

	
	EXECUTIVE
	
	 /s/ Bennett Westbrook

	Bennett Westbrook