FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • February 28th, 2007 • Gaylord Entertainment Co /De • Hotels & motels • New York
Fifth Supplemental Indenture (this “Fifth Supplemental Indenture”), dated as of January 12, 2007, among the subsidiaries listed on Schedule I attached hereto (each a “Guaranteeing Subsidiary”), all subsidiaries of Gaylord Entertainment Company (or its permitted successor), a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking corporation (or its permitted successor), as trustee under the Indenture referred to below (the “Trustee”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • February 28th, 2007 • Gaylord Entertainment Co /De • Hotels & motels • New York
Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of January 12, 2007, among the subsidiaries listed on Schedule I attached hereto (each a “Guaranteeing Subsidiary”), all subsidiaries of Gaylord Entertainment Company (or its permitted successor), a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking corporation (or its permitted successor), as trustee under the Indenture referred to below (the “Trustee”).
GAYLORD ENTERTAINMENT COMPANY DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENTGaylord Entertainment Company Director Non-Qualified Stock Option Agreement • February 28th, 2007 • Gaylord Entertainment Co /De • Hotels & motels • Delaware
THIS DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this ___ day of , 200___ (the “Grant Date”), by and between Gaylord Entertainment Company, a Delaware corporation (together with its Subsidiaries and Affiliates where applicable, the “Company”), and the person whose name is set forth on the attached Optionee Grant Detail Statement (the “Optionee”), who is a member of the Board of Directors of the Company. 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”).
AMENDMENT NO. 1 TO CARTER TODD SEVERANCE AGREEMENTCarter Todd Severance Agreement • February 28th, 2007 • Gaylord Entertainment Co /De • Hotels & motels
This Amendment No. 1 to Severance Agreement, dated as of November 4, 2005 (the “Amendment”) is by and between Gaylord Entertainment Company, a Delaware corporation having its corporate headquarters at One Gaylord Drive, Nashville, Tennessee 37214 (the “Company” or “GEC”) and Carter R. Todd, a resident of Nashville, Davidson County, Tennessee (“Executive” or “Key Employee”).
GAYLORD ENTERTAINMENT COMPANY NON-QUALIFIED STOCK OPTION AGREEMENTGaylord Entertainment Company Non-Qualified Stock Option Agreement • February 28th, 2007 • Gaylord Entertainment Co /De • Hotels & motels • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this ___ day of , 200___ (the “Grant Date”), by and between Gaylord Entertainment Company, a Delaware corporation (together with its Subsidiaries and Affiliates where applicable, the “Company”), and the person whose name is set forth on the attached Optionee Grant Detail Statement (the “Optionee”). 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”).
GAYLORD ENTERTAINMENT COMPANY DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTGaylord Entertainment Company Director Restricted Stock Unit Award Agreement • February 28th, 2007 • Gaylord Entertainment Co /De • Hotels & motels • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ___day of ___(the “Grant Date”), between Gaylord Entertainment Company, a Delaware corporation, (together with its Subsidiaries, the “Company”), and ___(the “Grantee”), who is a member of the Board of Directors of the Company. 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”).
GAYLORD ENTERTAINMENT COMPANY RESTRICTED SHARE AWARD AGREEMENT (OFFICER AND EMPLOYEE)Restricted Share Award Agreement • February 28th, 2007 • Gaylord Entertainment Co /De • Hotels & motels • Delaware
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of , 200___(the “Grant Date”), between Gaylord Entertainment Company, a Delaware corporation, (together with its Subsidiaries, 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”).
SEVERANCE AGREEMENTSeverance Agreement • February 28th, 2007 • Gaylord Entertainment Co /De • Hotels & motels • Tennessee
WHEREAS, the Board of Directors of GEC (the “Board”) believes that, in the event of a threat or occurrence of a “Change of Control” (as defined hereafter) of GEC, it is in the best interest of GEC and its present and future shareholders that the business of GEC be continued with a minimum of disruption, and that such objective will be achieved if GEC key management employees are given reasonable assurances of employment security during the period of uncertainty often associated with Change of Control; and
