exv10w44






Exhibit 10.44




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	 	2010
	Board retainer
	 	$	50,000	 
	Lead Non-Management Director retainer
	 	$	20,000	 
	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. All directors are reimbursed for expenses incurred in attending
meetings.




     Beginning in 2010, each non-employee director will receive, as of the date of the first board
meeting following our annual meeting of stockholders, an annual grant of restricted stock units
having a fixed dollar value of $75,000, based upon the fair market value of the Company’s common
stock on the grant date. The restricted stock units will vest fully on the first anniversary of
the date of grant, pursuant to our 2006 Omnibus Incentive Plan. Previously, upon election to the
Board of Directors, non-employee directors received a one-time grant of 3,000 restricted stock
units under the 2006 Omnibus Incentive Plan, which vested on the first anniversary of the date of
grant. Previously, each non-management director also received an annual grant of 1,500 restricted
stock units under the 2006 Omnibus Incentive Plan, which vested on the first anniversary of the
date of grant.


II. Executive Officer Compensation. The following table sets forth the 2010 annual base salaries
and the fiscal 2009 performance bonuses provided to the Company’s Chief Executive Officer, Chief
Financial Officer and the two other most highly compensated executive officers named in the
Company’s proxy statement which was filed in connection with the 2009 annual meeting of
stockholders (the “Named Executive Officers”). The final Named Executive Officer listed in the
proxy statement, John Caparella, resigned on July 1, 2009.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Fiscal 2009
	Executive Officer	 	2010 Salary	 	Bonus Amount
	Colin V. Reed
	 	$	910,000	 	 	$	546,000	 
	David C. Kloeppel
	 	$	700,000	 	 	$	358,915	 
	Mark Fioravanti
	 	$	361,000	 	 	$	113,277	 
	Carter R. Todd
	 	$	308,000	 	 	$	108,000	 






 









 





The above-described Fiscal 2009 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 following table sets forth the 2010 bonus targets as a percentage of 2010 base salary set for
the Company’s Named Executive Officers




	 	 	 	 	 
	 	 	Fiscal 2010
	Executive Officer	 	Bonus Target
	Colin V. Reed
	 	 	100	%
	David C. Kloeppel
	 	 	90	%
	Mark Fioravanti
	 	 	60	%
	Carter R. Todd
	 	 	60	%





The Fiscal 2010 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 receive long-term incentive awards, as discussed below, pursuant
to the Company’s stockholder-approved equity incentive plans.




2010 Equity Awards



On February 3, 2010, the Named Executive Officers were granted time-vesting stock options and
restricted stock unit awards for the 2010-2014 performance period, as previously reported on Form 4
filings pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, for each
Named Executive Officer.



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 2010 annual meeting of stockholders.