exv10w52






Exhibit 10.52




FORM OF

GAYLORD ENTERTAINMENT COMPANY

TIME-BASED

RESTRICTED STOCK UNIT AWARD AGREEMENT




     THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made and entered into as of
the ___ day of                     , 2010 (the “Grant Date”), between Gaylord Entertainment Company, a
Delaware corporation, (the “Company”), and                     (the “Grantee”). Capitalized terms not otherwise defined
herein shall have the meaning ascribed to such terms in the Gaylord Entertainment Company 2006
Omnibus Incentive Plan (the “Plan”).



     WHEREAS, the Company has adopted the Plan, which permits the issuance of restricted stock
units of Gaylord Entertainment Company (the “Restricted Stock Units”); and



     WHEREAS, pursuant to the Plan, the Committee responsible for administering the Plan has
granted an award of Restricted Stock Units to the Grantee as provided herein;



     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:



     1. Grant of Restricted Stock Units.



          (a) The Company hereby grants to the Grantee an award (the “Award”) of ___Restricted
Stock Units on the terms and conditions set forth in this Agreement and as otherwise provided in
the Plan.




          (b) The Grantee’s rights with respect to the Award shall remain forfeitable at all times prior to
the dates on which the restrictions shall lapse in accordance with Section 2 hereof.




     2. Vesting of the Award. Except as provided herein and subject to such other exceptions
as may be determined by the Committee in its discretion, the “Restricted Period” for ___(___%)
of the Restricted Stock Units granted herein shall expire on                     . Except as otherwise
determined by the Committee at or after the grant of the Award hereunder, any Restricted Stock
Units as to which the applicable “Restricted Period” has not expired shall be forfeited, and all
rights of the Grantee to such Units shall
terminate, without further obligation on the part of the Company, unless the Grantee remains in the
continuous employment of the Company or its Subsidiaries for the entire Restricted Period.
Notwithstanding the foregoing, the Restricted Period shall automatically terminate as to all
Restricted Stock Units awarded hereunder (as to which such Restricted Period has not previously
terminated) upon the occurrence of termination of the Grantee’s employment from the Company, a
Subsidiary or Affiliate which results from Grantee’s death or Disability (to be determined in the
sole discretion of the Committee).



 









 





     3. Payment of Vested Restricted Stock Units. Grantee shall be entitled to receive the
Company’s Common Stock, par value $.01 per share (the “Common Stock”) for Restricted Stock Units
whose restrictions have lapsed pursuant to Section 2. Grantee will receive the number of shares
equal to the number of vested Restricted Stock Units. Once the Restricted Stock Units vest, upon
Grantee’s request, stock certificates will be issued.



     4. Dividends. The Grantee shall be entitled to receive either:



     (a) Cash payments equal to any cash dividend and other distributions paid with respect to
a corresponding number of shares;



     (b) Additional Restricted Stock Units equal to any cash dividend and other distributions paid
with respect to a corresponding number of shares; or



     (c) If dividends or distributions are paid in shares, the fair market value of such shares
converted into Restricted Stock Units.


In the case of (b) or (c) above, the additional Restricted Stock Units shall be subject to the same
forfeiture restrictions and restrictions on transferability as apply to the Restricted Stock Units
with respect to which they were paid.




     5. Rights as a Stockholder. Except as provided above, the Grantee shall not have voting
or any other rights as a stockholder of the Company with respect to Restricted Stock Units.
Grantee
will obtain full voting and other rights as a stockholder of the Company upon the settlement of
Restricted Stock Units in shares



     6. Adjustments. The Committee shall make appropriate adjustments in the terms and conditions
of, and the criteria included in, this Award in recognition of unusual or nonrecurring events
affecting the Company, or the financial statements of the Company, or of changes in applicable
laws, regulations, or accounting principles, whenever the Committee determines that such
adjustments are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan. Upon the occurrence of any of the
events described in Section 4.2 of the Plan, the Committee shall make the adjustments
described in this Section 6. Any such adjustments shall be made in a manner that is consistent
with the effect of such event on the Company or financial statements of the Company and shall be
made in a manner that does not result in a discretionary increase in the amounts payable under the
Award.



     7. Amendment to Award. Subject to the restrictions contained in the Plan, the Committee may
waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or
terminate the Award, prospectively or retroactively; provided that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that would adversely affect the
rights of the Grantee or any holder or beneficiary of the Award shall not to that extent be
effective without the consent of the Grantee, holder or beneficiary affected.



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     8. Plan Governs. The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to
be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the
terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the
terms of the Plan, the terms of the Plan shall govern.



     9. Severability. If any provision of this Agreement is, or becomes, or is deemed to be
invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would
disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to the applicable laws, or if it cannot be
construed or deemed amended without, in the determination of the Committee, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person
or Award, and the remainder of the Plan and Award shall remain in full force and effect.



     10. Notices. All notices required to be given under this Grant shall be deemed to be received
if delivered or mailed as provided for herein, to the parties at the following addresses, or to
such other address as either party may provide in writing from time to time.




			
	     To the Company:	 	Gaylord Entertainment Company

One Gaylord Drive

Nashville, Tennessee 37214

Attn: Carter R. Todd, Executive Vice President






			
	     To the Grantee:	 	The address then maintained with respect to the Grantee in the
Company’s records.





     11. Governing Law. The validity, construction and effect of this Agreement shall be
determined in accordance with the laws of the State of Delaware without giving effect to conflicts
of laws principles.



     12. Successors in Interest. This Agreement shall inure to the benefit of and be binding upon
any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal
representatives. All obligations imposed upon the Grantee and all rights granted to the Company
under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators and
successors.



     13. Resolution of Disputes. Any dispute or disagreement which may arise under, or as a result
of, or in any way related to, the interpretation, construction or application of this Agreement
shall be determined by the Committee. Any determination made hereunder shall be final, binding and
conclusive on the Grantee and the Company for all purposes.



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     IN WITNESS WHEREOF, the parties have caused this Restricted Stock Unit Award Agreement to
be duly executed effective as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	GAYLORD ENTERTAINMENT COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Carter R. Todd, Executive Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	GRANTEE:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Print Name	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Signature	 	 	 	 






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