exv10w38









Exhibit 10.38




FORM OF AMENDMENT NO. 1 TO

EMPLOYMENT AGREEMENT




     This Amendment No. 1 to Employment Agreement, dated as of February 4, 2010 (the “Amendment”)
is by and between Gaylord Entertainment Company, a Delaware corporation having its corporate
headquarters at One Gaylord Drive, Nashville, Tennessee 37214 (the “Company” or “GEC”) and
                    , a resident of Nashville, Davidson County, Tennessee (“Executive” or “Key Employee”).



W I T N E S S E T H:




     WHEREAS, the Company and Executive entered into that certain Employment Agreement dated as of
February 25, 2008 (the “Agreement”), pursuant to which, among other things, the Company agreed to
hire the Executive as one of its senior officers;



     WHEREAS, the Executive has been promoted by the Company to the position of                     ;



     WHEREAS, the Company and Executive have now agreed to various amendments to the Agreement; and



     NOW, THEREFORE, in consideration of the covenants and agreements hereafter set forth, the
parties hereto agree as follows:



     1. Amendment of Section 2 of the Agreement. Section 2(a)(i) of the Agreement is
deleted in its entirety and replaced with the following new sentence:




“During the Employment Period, Executive shall serve the Company as its
                     and                      and report directly to the Company’s                     .
Executive shall also perform such other duties as the Company’s Chief Executive
Officer or                      shall reasonably determine.”



     2. Amendment of Section 3(a) of the Agreement. Section 3(a) of the Agreement is
deleted in its entirety and replace with the following new provision:




“Base Salary. The Company shall pay to Executive an annual salary of
$                    . Executive’s annual salary shall be increased in each subsequent
Contract Year by a percentage equal to the annual percentage increase, if any,
generally granted to other senior executives, such percentage to be determined from
time to time by the Human Resources Committee of 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 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:



 









 






“The assignment of Executive, over his reasonable objection, of any duties
materially inconsistent with his status as                      or a substantial
adverse alteration in the nature of his responsibilities.”



     4. Miscellaneous Provisions.



          (a) The Agreement is hereby, and shall henceforth be deemed to be, amended, modified, and
supplemented in accordance with the provisions hereof, and the respective rights, duties, and
obligations under the Agreement shall hereinafter be determined and enforced under the Agreement,
as amended, subject in all respects to such amendments, modifications, and supplements, and all
terms and conditions of this Amendment.




          (b) Except as expressly set forth in this Amendment, all agreements, covenants, undertakings,
provisions, stipulations, and promises contained in the Agreement are hereby ratified, readopted,
approved, and confirmed and remain in full force and effect.




          (c) Except as provided by this Amendment, or unless the context or use indicates another or
different meaning or intent, the words and terms used in this Amendment shall have the same
meaning as in the Agreement.




          (d) This Amendment may be executed in two or more counterparts, each of which when so
executed, shall be deemed an original, but all of which together shall constitute one and the same
instrument.




          (e) The validity, interpretation and effect of this Amendment shall be governed exclusively
by the laws of the State of Tennessee without regard to the choice of law principles thereof.




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



	 	 	 	 	 	 	 
	 	 	GAYLORD ENTERTAINMENT COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 





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