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Exhibit 10.17
AMENDED AND RESTATED
GAYLORD ENTERTAINMENT COMPANY
DIRECTORS' UNFUNDED DEFERRED COMPENSATION PLAN
1. The Purpose of the Plan. The purpose of this Plan is to provide
incentive to directors of the Corporation who have contributed to the success of
the Corporation and are expected to continue to contribute to such success in
the future. Generally, the Plan provides such directors with the opportunity to
defer all or a portion of their regular director fees.
2. Definitions. As used herein, the following words shall have the
meanings indicated unless otherwise defined or required by the context:
(a) "Account" shall have the meaning set forth in Section 7
hereof.
(b) "Administrative Committee" shall mean the committee
appointed pursuant to Section 3 below to administer the
Plan.
(c) "Board" shall mean the Board of Directors of the
Corporation.
(d) "Corporation" shall mean Gaylord Entertainment Company.
(e) "Director" shall mean any non-employee director of the
Corporation.
(f) "Director Fees" shall mean fees payable to a Director for
his or her service to the Corporation as a director.
(g) "Participating Director" shall mean any Director who
participates in the Plan.
(h) "Plan" shall mean the Gaylord Entertainment Company
Directors' Unfunded Deferred Compensation Plan.
3. Administration of the Plan. The Plan shall be administered by an
Administrative Committee consisting of not less than three (3) members, who
shall be appointed by, and hold office at the pleasure of the Board of Directors
of the Corporation; provided, however, that an
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Administrative Committee member who is also a Participating Director shall not
participate in any decision that directly affects such member's participation or
interest in the Plan. Subject to the provisions of the Plan, the Administrative
Committee shall have full and conclusive authority to interpret the Plan; to
prescribe, amend and rescind rules and regulations relating to the Plan; and to
make all other determinations necessary or advisable for the proper
administration of the Plan. Decisions and determinations by the Administrative
Committee shall be final and binding upon all parties, including the Corporation
and any Participating Director.
4. Eligibility to Participate. Each of the Directors shall be eligible
to participate in the Plan.
5. Election to Participate. A Director who desires to participate in
the Plan shall file with the Administrative Committee a written election to
participate. Such written election shall specify (1) that portion of his or her
Director Fees to be deferred, (2) a deferred fees payment option as described in
Section 8 below, (3) a designation of beneficiary or beneficiaries as described
in Section 9 below, and (4) such other information as required by the
Administrative Committee. An election hereunder (A) shall be effective (i) in
the case of a Director recently appointed or elected who files a written
election to participate within thirty (30) days after the date of the
effectiveness of such appointment or election, for Director Fees earned after
the date the election is filed with the Administrative Committee or (ii) in all
other cases, for Director Fees earned after the commencement of the next
succeeding calendar year and (B) in either case, shall remain in effect until
revoked or until (i) a revocation of participation is filed as to Director Fees
not yet earned or (ii) a new election increasing participation is filed and
becomes effective in accordance with the provisions of clause (A) above. No
Director shall be entitled to participate in the Plan unless he or she files an
election hereunder.
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6. Deferrals Nonforfeitable. A Participating Director's right to fees
so deferred shall be nonforfeitable, and the resignation of such Participating
Director from the Board for any reason shall not in any way diminish the amount
of deferred fees payable to the Participating Director or alter the method or
the time for payment or the beneficiary or beneficiaries thereof.
7. Account Maintenance. The Administrative committee shall cause an
account ("Account") to be kept in the name of each Participating Director. Each
Account shall be credited with a rate of earnings for each calendar quarter or
portion thereof which shall equal the prime rate on the first business day of
each such calendar quarter as reported in the Wall Street Journal.
8. Distributions. In connection with the filing of an initial written
election to participate in the Plan pursuant to Section 5 hereof, each
Participating Director shall be required to elect, in accordance with the
provisions of this Section 8, when he or she shall receive distribution of his
or her Account. A Participating Director may not change his or her election of
distribution for deferred Director Fees subject to the Plan already earned. A
Participating Director may from time to time change in writing his or her
election of distribution for Director Fees subject to the Plan not yet earned,
but any such change shall only be effective for Director Fees earned after the
commencement of the next succeeding calendar year. A Participating Director may
elect from the following deferral options: (i) payment of all benefits payable
hereunder in a lump sum within one hundred and eighty (180) days after the date
of termination of the Participating Director's service with the Board for any
reason, (ii) payment of all benefits payable hereunder in a lump sum within
thirty (30) days after the third (3rd) anniversary of the date of termination of
the Participating Director's service with the Board for any reason or (iii)
payment of all benefits payable hereunder in a lump sum within thirty (30) days
after the fifth (5th) anniversary of the date of termination of the
Participating Director's service with the Board for any reason. With respect to
any deferral option
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set forth immediately above, a Participating Director may elect for any lump sum
payment to be made in equal annual installments over a period of three (3) or
five (5) years, with the first such installment payable on the date a lump sum
would otherwise be payable pursuant to the immediately preceding sentence and
subsequent installments payable on each succeeding anniversary of the date of
termination. The unpaid balance of such installments shall continue to bear
interest at the rate set forth in Section 7 above.
9. Designation of Beneficiary. Each Participating Director shall have
the right to designate one or more beneficiaries to receive any death benefits
payable hereunder. Such designation must be in writing and on a form prescribed
by the Administrative Committee. The Participating Director may revoke any
designation at any time and make a new designation; provided, however, that no
designation shall be effective unless received by the Administrative Committee.
If the Participating Director dies prior to receiving distribution of his or her
Account, such Account shall be paid to the Participating Director's beneficiary
or beneficiaries. If a Participating Director fails to designate a beneficiary
or beneficiaries, any benefits payable hereunder shall be paid to the
Participating Director's surviving spouse. If there is no surviving spouse, such
benefits shall be paid to the estate of the Participating Director.
10. Assignment of Benefits. To the extent permitted by law, the right
of any Participating Director or designated beneficiary to receive any payment
hereunder shall not be subject to attachment or other legal process for payment
of debts of the Participating Director or any beneficiary, and such payments
shall not be subject to anticipation, alienation, assignment, pledge, sale,
transfer or other encumbrance.
11. Ownership of Assets; Relationship with Corporation. Notwithstanding
anything herein to the contrary, no Participating Directors shall have any
right, title, or interest whatsoever in
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or to Director Fees deferred hereunder or his or her Account. Nothing contained
in the Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind or a fiduciary relationship between the
Corporation and any Director or any other person. Notwithstanding anything
contained in this Plan to the contrary, to the extent that any person acquires a
right to receive payments from the Corporation under this Plan, such right shall
be no greater than the right of an unsecured general creditor of the
Corporation.
12. Indemnification. No member of the Administrative Committee shall
have any liability for any decision or action made or taken under this Plan if
made or done in good faith. The Corporation shall indemnify each such member
acting in good faith pursuant to this Plan against any loss or expense arising
therefrom.
13. Termination and Amendment of the Plan. Although the corporation
intends to continue this Plan indefinitely, it reserves the right in the
Administrative Committee to amend, suspend, or terminate this Plan at any time;
provided, however, that no such amendment shall adversely affect rights to
receive any amounts to which Participating Directors or their beneficiaries have
become entitled to prior to payment.
14. Governing Law. This plan shall be construed and administered in
accordance with and governed by the laws of the State of Tennessee.
15. Effective Date; Plan Year. The Plan shall become effective as of
January 1, 1995, and the Plan year shall be the calendar year.
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