Exhibit 10.1


 


FOURTH
AMENDMENT TO 


EMPLOYMENT
AGREEMENT


 


THIS FOURTH AMENDMENT (this “Amendment”),
dated as of March 1, 2022 (the “Effective Date”), by and between RYMAN HOSPITALITY PROPERTIES, INC., a Delaware corporation
and successor in interest by merger to Gaylord Entertainment Company (the “Company”), and MARK FIORAVANTI, a resident of Nashville,
Davidson County, Tennessee (“Executive”), is to the Employment Agreement, dated as of February 25, 2008 by and between Company
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 parties have agreed to make certain
modifications to the Agreement, such modifications to take effect as of the Effective Date.


 


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 that the following modifications to the Agreement will take effect as of
the Effective Date:


 


		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 President and report directly to the Company’s Chief Executive Officer (the “CEO”).
Executive shall (i) supervise the conduct of the business and affairs of the Company, including but not limited to direct supervision
of the Company’s Chief Financial Officer, Chief Operating Officer – Hotels, and the President of the Opry Entertainment Group,
and (ii) shall perform such other duties as the CEO shall reasonably determine. In addition, subject to approvals required by the Delaware
Business Corporation Act and the Company’s Certificate of Incorporation and Bylaws, Executive shall serve as a member of the Board.”


 


		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 $750,000. 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 150% of Executive’s base salary, up to a maximum of 300% 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 annually established by the Human Resources Committee of the Board, subject and pursuant
to the terms 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 President of the Company
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 of $750,000, 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
Amendment 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 & Chief Executive Officer




  


	 	EXECUTIVE
	 	 
	 	/s/ Mark Fioravanti
	 	Mark Fioravanti