exv10w47









	 	 	 	 	 



Exhibit
10.47




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	 	2011	 
	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.



     Each non-employee director receives, 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 vest fully on the first anniversary of the date of grant, pursuant to
our 2006 Omnibus Incentive Plan.




II. Executive Officer Compensation. The following table sets forth the 2011 annual base
salaries and the fiscal 2010 performance cash incentive amounts
(including, with respect to Mr. Reed, a discretionary cash incentive amount) provided to the Company’s Chief Executive Officer,
Chief Financial Officer and the three other most highly compensated executive officers named
in the Company’s proxy statement filed in connection with
the 2010 annual meeting of
stockholders (the “Named Executive Officers”).




	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Fiscal 2010	 
	 	 	 	 	 	 	Fiscal 2010	 	Discretionary Cash	 
	Executive Officer	 	2011 Salary	 	 	Cash Incentive Amount	 	Incentive Amount	 
	Colin V. Reed
	 	$	910,000	 	 	$	1,820,000	 	$	180,000	 
	David C. Kloeppel
	 	$	700,000	 	 	$	1,260,000	 	 	—	 
	Mark Fioravanti
	 	$	410,000	 	 	$	430,090	 	 	—	 
	Richard A. Maradik
	 	$	340,000	 	 	$	377,338	 	 	—	 
	Carter R. Todd
	 	$	314,000	 	 	$	367,338	 	 	—	 






The
above-described fiscal 2010 Cash Incentive Amounts for each of the Named Executive Officers were
paid pursuant to the Company’s cash incentive program under the Company’s 2006 Omnibus Incentive Plan.






 









 










Exhibit 10.47




The
following table sets forth the fiscal 2011 cash incentive targets as a percentage of 2011 base
salary set for the Company’s Named Executive Officers




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Executive Officer	 	Threshold	 	 	Target	 	 	Maximum	 
	Colin V. Reed
	 	 	50	%	 	 	100	%	 	 	200	%
	David C. Kloeppel
	 	 	45	%	 	 	90	%	 	 	180	%
	Mark Fioravanti
	 	 	30	%	 	 	60	%	 	 	120	%
	Richard A. Maradik
	 	 	30	%	 	 	60	%	 	 	120	%
	Carter R.
Todd
	 	 	30	%	 	 	60	%	 	 	120	%






The fiscal
2011 cash incentives 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 incentive
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.




2011 Equity Awards




On February 2, 2011, the Named Executive Officers were granted time-vesting stock options and
performance-vesting restricted stock unit awards for the 2011-2014 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 2011 annual meeting of stockholders.