EX-10.3






Exhibit 10.3




FIRST AMENDMENT TO

EXECUTIVE EMPLOYMENT AGREEMENT




     THIS AMENDMENT, dated as of December 18, 2008 (the “Amendment”), is to the Executive
Employment Agreement, dated as of February 25, 2008 (the “Agreement”), by and between GAYLORD
ENTERTAINMENT COMPANY, a Delaware corporation having its corporate headquarters at One Gaylord
Drive, Nashville, Tennessee 37214 (the “Company”) and COLIN V. REED, a resident of Nashville,
Davidson County, Tennessee (“Executive”).



WITNESSETH:




     WHEREAS, the Company and Executive have heretofore entered into the Agreement; and



     WHEREAS, Section 4(a) of the Agreement establishes a Custom Non-Qualified Mid-Career
Supplemental Employee Retirement Plan (the “SERP”), which pays a retirement benefit to Executive
described in such Section 4(a) (the “SERP Benefit”); and



     WHEREAS Section 4(a) of the Agreement provides that the SERP Benefit will be adjusted for
investment earnings (or loss) accruals beginning April 23, 2005 until paid to Executive based on
the investment performance of one or more mutual funds selected by Executive in his sole
discretion; and



     WHEREAS, Section 5(c) of the Agreement requires the Company to deposit cash in a rabbi trust
described in Section 6 of the Agreement (the “Section 162(m) Rabbi Trust”) in an amount equal to
any payment which the Company cannot make to Executive by application of Section 162(m) of the
Internal Revenue Code until such payment can be made to Executive; and



     WHEREAS, Section 5(b) of the Agreement provides that any cash deposited in the Rabbi Trust
pursuant to Section 5(c) of the Agreement shall be adjusted for investment earnings (or loss)
accruals based on the investment performance of one or more mutual funds selected by Executive in
his sole discretion; and



     WHEREAS, the Company and Executive desire to give Executive the right to make an irrevocable
election (the “Election”) on or after the date of this Amendment to cause cash in the amount of
Executive’s SERP Benefit as of the date of such Election to be deposited in a rabbi trust described
in Section 6 of the Agreement (the “SERP Rabbi Trust”), and to cause such cash to be invested in
Company common stock (“Company Stock”); and



     WHEREAS, if the Election is made, the Company and the Executive desire Executive’s SERP
Benefit to be paid to Executive following Executive’s termination of employment in shares of
Company Stock; and



     WHEREAS, the Company and Executive desire to make further clarifying changes to the Agreement.



 









 





     NOW, THEREFORE, the parties hereby agree to amend the Agreement as follows:



     1. The first sentence of Section 2(a)(i) is amended to provide as follows:



     (i) During the Employment Period, Executive shall serve the Company as its Chief Executive
Officer and report directly to the Board of Directors of the Company (the “Board of Directors”).



     2. The first paragraph of Section 4(a) is amended to provide as follows:



     (a) Custom Non-Qualified Mid-Career Supplemental Employee Retirement Plan. Executive
shall be entitled to a nonqualified supplemental executive retirement benefit (the “SERP”). The
Company agrees to pay Executive a retirement benefit which has a value of $2,500,000.00 (the
“Initial SERP Benefit”). The Initial SERP Benefit has been adjusted for investment earnings (or
loss) accruals beginning on April 23, 2005, based on the investment performance of one or more
mutual funds selected by Executive in his sole discretion. In addition, the Company agrees to pay
Executive a retirement benefit which will have a value of $1,000,000.00 on May 1, 2010 (the
“Additional SERP Benefit”), provided that Executive continues to be employed by the Company through
such date. As of the Effective Date, and pursuant to the terms of the Prior Agreement, the
Additional SERP Benefit is 40% vested and accrued, for a value of $400,000, and will continue to
accrue and vest at the rate of an additional 20% per year on each of May 1, 2008, May 1, 2009 and
May 1, 2010, provided that Executive remains employed by the Company during such period. The
Additional SERP Benefit has been adjusted for investment earnings (or loss) accruals beginning on
April 23, 2005, based on the investment performance of one or more mutual funds selected by
Executive in his sole discretion. Executive shall have the option to make an irrevocable election
(the “Election”) on or after the date of this Amendment to cause cash in the amount of Executive’s
Initial SERP Benefit and Additional SERP Benefit (collectively, the “SERP Benefit”) as of the date
of such Election to be deposited into a rabbi trust (the “SERP Rabbi Trust”) described in Section
6, which cash will be used in its entirety by the trustee to purchase shares of Company common
stock (“Company Stock”) as soon as reasonably practicable and in compliance with applicable laws.
If such an Election is made, the SERP Benefit will be paid to Executive only by distribution to
Executive of the fixed number of shares of Company Stock held by the SERP Rabbi Trust, to the
extent then vested, at the time of such payment. Until such time as Executive makes the Election,
if ever, Executive’s SERP Benefit will continue to be adjusted for investment earnings (or loss)
accruals based on the investment performance of one or more mutual funds selected by Executive in
his sole discretion and will be paid to Executive in the form of cash. The Company shall provide
Executive with a form for making the Election which is incorporated into the Agreement by this
reference. The Company shall not be responsible for the quality of the investment performance of
the mutual fund(s) or the Company Stock. Except as otherwise set forth in the Agreement, and
subject to deferral pursuant to Section 6, the SERP Benefit, shall, to the extent then vested, be
payable upon Executive’s termination of employment.



     3. Section 5(c) is amended to provide as follows:



     (c) Deposit to Rabbi Trust. In order to facilitate the payment of the Company’s
deferred payment obligation, at the time that the Company would otherwise make a payment to
Executive but for the Code Section 162(m) limitations, the Company shall deposit an amount of cash
equal to the amount which is being deferred, into a rabbi trust (the “Section 162(m) Rabbi Trust”)
that has been established by the Company and is described in Section 6 hereof.



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     4. The last sentence in Section 5(d) shall be deleted and replaced with the following
sentence:


The amounts deferred pursuant to this Section 5 shall be paid to Executive in cash.



     5. Section 6 is amended to provide as follows:



     Rabbi Trusts. This Agreement requires the establishment by the Company of the Section
162(m) Rabbi Trust. In addition, this Agreement requires the Company to establish the SERP Rabbi
Trust, if Executive makes the Election (collectively, the “Rabbi Trusts”). The trustee of the
Section 162(m) Rabbi Trust shall invest any cash deposited in such trust pursuant to Section 5(c)
in accordance with the terms of the trust. If Executive makes the Election, the cash in the amount
of Executive’s SERP Benefit that is deposited in the SERP Rabbi Trust as a result of such Election
shall be invested in its entirety by the trustee in Company Stock as soon as reasonably practicable
and in compliance with applicable laws. It is understood and agreed by the parties that (i) the
Rabbi Trusts shall remain subject to the claims of the Company’s general creditors; (ii) any income
tax payable with respect to the Rabbi Trusts shall be the sole obligation and responsibility of the
Company (and shall not reduce the assets in the Rabbi Trusts so long as the Rabbi Trusts remain
“grantor trusts” for federal income tax purposes); and (iii) the establishment of the Rabbi Trusts
shall not relieve the Company of its liability to pay amounts due under this Agreement. The Rabbi
Trusts shall, however, relieve the Company of its liability to pay amounts due under this Agreement
to the extent that payments are made in accordance with the terms of this Agreement and the Rabbi
Trusts. Payments to Executive from the Rabbi Trusts shall be made in cash or, if Executive makes
the Election, payments to Executive from the SERP Rabbi Trust shall be made in Company Stock.



     6. Section 8(b) is amended to provide as follows:



     (b) Effect of Termination by Death. Upon the termination of Executive’s employment as
a result of Death, Executive’s estate shall be entitled to receive an amount equal to: (i) accrued
but unpaid Base Salary through the date of termination; (ii) a pro rata portion of Executive’s
Annual Bonus, if any, for the year in which termination occurs, (iii) any unpaid portion of the
Annual Bonuses for prior calendar years, accrued and unpaid vacation pay, un-reimbursed expenses
incurred pursuant to Section 4(b), (c), (f), (g), (h), or (i) and any other benefits owed to
Executive pursuant to any written employee benefit plan or policy of the Company, excluding
benefits payable pursuant to any plan beneficiary pursuant to a contractual beneficiary designation
by Executive, (iv) a pro-rata portion of the SERP Benefit with the vested portion of the SERP
Benefit equal to the sum of (a) the Initial SERP Benefit as adjusted for investment earnings (or
loss) accruals described in Section 4(a), and (b) the Additional SERP Benefit multiplied by a
fraction, the numerator of which is the total number of months (including any fractional month)
from May 2005 through the date of death (up to 60), and the denominator of which is 60; such vested
portion of the Additional SERP Benefit to include investment earnings (or loss) accruals described
in Section 4(a); (v) Executive’s stock options and equity incentive awards as of the date of death,
the vesting and exercise of which is governed by the Company’s 2006 Omnibus Incentive Plan; and
(vi) all of Executive’s stock options, which pursuant to the Company’s 2006 Omnibus Incentive Plan
are accelerated as of the date of death and are exercisable until the expiration of the stock
option term.



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     7. Section 8(c) is amended to provide as follows:



     (c) Effect of Termination for Permanent Disability. Upon the termination of
Executive’s employment hereunder as a result of Permanent Disability, Executive shall be entitled
to receive an amount equal to: (i) accrued but unpaid Base Salary through the date of termination;
(ii) a pro rata portion of Executive’s Annual Bonus, if any, for the year in which termination
occurs, (iii) any unpaid portion of the Annual Bonus for prior calendar years, long-term disability
benefits available to executives of the Company, accrued and unpaid vacation pay, un-reimbursed
expenses incurred pursuant to Section 4(b), (c), (f), (g), (h), or (i), and any other benefits owed
to Executive pursuant to any written employee benefit plan or policy of the Company; (iv) a
pro-rata portion of the SERP Benefit with the vested portion of the SERP Benefit equal to the sum
of (a) the Initial SERP Benefit, as adjusted for investment earnings (or loss) accruals described
in Section 4(a); and (b) the Additional SERP Benefit multiplied by a fraction, the numerator of
which is the total number of months (including any fractional month) from May 2005 through the date
of termination (up to 60), and the denominator of which is 60; such vested portion of the
Additional SERP Benefit to include investment earnings (or loss) accruals described in Section
4(a); (v) Executive’s vested stock options and equity incentive awards as of the date of
termination, the vesting of which is governed by the Company’s 2006 Omnibus Incentive Plan; and
(vi) all of Executive’s stock options, which pursuant to the Company’s 2006 Omnibus Incentive Plan
are accelerated as of the termination date and are exercisable until the expiration of the stock
option term. Payments to Executive hereunder shall be reduced by any payments received by
Executive under any worker’s compensation or similar law.



     8. The last sentence of Section 8(d) is amended to provide as follows:



     Executive shall also forfeit (a) any vested or unvested Additional SERP Benefit (but only if
such termination occurs prior to May 1, 2010) and (b) any right to an Annual Bonus for the calendar
year in which Executive’s termination occurs.



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



	 	 	 	 	 
	 	GAYLORD ENTERTAINMENT COMPANY


 	 
	 	By:  	/s/ Carter R. Todd
 	 
	 	 	Carter R. Todd, Executive Vice President 	 
	 	 	 	 
	 
	 	EXECUTIVE


 	 
	 	/s/ Colin V. Reed
 	 
	 	Colin V. Reed 	 
	 	 	 
	 




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