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EXHIBIT 10.19
GAYLORD ENTERTAINMENT COMPANY
RETIREMENT BENEFIT RESTORATION PLAN
AS AMENDED AND RESTATED EFFECTIVE
JANUARY 1, 1995
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CONTENTS
SECTION PAGE
1. Definitions ................................................ 1
2. Administration ............................................. 2
3. Eligibility to Participate ................................. 2
4. Amount of Benefit .......................................... 3
5. Payment of Benefits ........................................ 4
6. Adjustment to Benefits ..................................... 4
7. Cost-of-Living Adjustment in Amount of Benefit ............. 4
8. Participant's Rights ....................................... 5
9. Amendment and Discontinuance ............................... 5
10. Restrictions on Assignment ................................. 5
11. Continued Employment ....................................... 6
12. Liability of Benefit Trust Committee ....................... 6
13. Indemnification ............................................ 6
14. Distribution in the Event Participation Is Disallowed ...... 6
15. Binding on Employer, Employees, and Their Successors ....... 7
16. Laws Governing ............................................. 7
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THE PURPOSE OF THE GAYLORD ENTERTAINMENT COMPANY RETIREMENT BENEFIT
RESTORATION PLAN (THE "PLAN") IS TO PROVIDE DEFERRED COMPENSATION TO A
SELECT GROUP OF MANAGEMENT AND HIGHLY COMPENSATED EMPLOYEES WHOSE BENEFITS
UNDER THE QUALIFIED RETIREMENT PLAN WOULD BE RESTRICTED (WHETHER OR NOT
SUCH EMPLOYEE IS ACTUALLY A PARTICIPANT IN THE QUALIFIED RETIREMENT PLAN)
DUE TO THE LIMITATIONS IMPOSED BY THE INTERNAL REVENUE CODE, SO THAT THE
TOTAL PENSION AND PENSION-RELATED BENEFITS OF SUCH PARTICIPANT CAN BE
DETERMINED ON THE SAME BASIS AS APPLICABLE TO PARTICIPANTS IN THE QUALIFIED
RETIREMENT PLAN WHOSE BENEFITS ARE NOT RESTRICTED BECAUSE OF SUCH
LIMITATIONS.
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1. DEFINITIONS
As used in this document, unless otherwise defined or required by the
context, the following terms have the meanings set forth in this
section.
(a) "AVERAGE ANNUAL COMPENSATION" has the same meaning as
in the Qualified Retirement Plan, except the dollar
limitations on compensation contained therein will
not apply.
(b) "BENEFICIARY" means "Eligible Spouse" as defined in
the Qualified Retirement Plan.
(c) "COMPANY" means Gaylord Entertainment Company.
(d) "EMPLOYER" means the Company and those companies
affiliated with the Company whose Employees are
covered by the Qualified Retirement Plan.
(e) "JOINT & SURVIVOR PENSION" means monthly pension
benefit payable for as long as either the Participant
or the Participant's Beneficiary is alive.
(f) "NLT PLAN" means the Opryland USA Inc. Special
Executive Retirement Plan.
(g) "NONQUALIFIED PLANS" have the meaning set forth in
Section 6.
(h) "NONQUALIFIED SAVINGS PLAN" means the Gaylord
Entertainment Company Supplemental Deferred
Compensation Plan.
(i) "PARTICIPANT" means an individual who participates in
this Plan in accordance with the provisions of
Section 3 hereof and whose interest hereunder has not
been fully paid.
(j) "PLAN" means the Gaylord Entertainment Company
Retirement Benefit Restoration Plan.
(k) "QUALIFIED RETIREMENT PLAN" means the Retirement Plan
for Employees of Gaylord Entertainment Company and
Affiliated and Adopting Companies, or any successor
plan. Any references herein to specific sections of
the Qualified Retirement Plan will be deemed to
include comparable provisions of any successor plan.
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(l) "QUALIFIED SAVINGS PLAN" means the Gaylord
Entertainment Company 401(k) Savings Plan, or any
successor plan. Any references herein to specific
sections of the Qualified Savings Plan will be deemed
to include comparable provisions of any successor
plan.
All other terms used in this Plan shall have the same meaning assigned
to them under the provisions of the Qualified Retirement Plan unless
otherwise qualified by the context.
2. ADMINISTRATION
This Retirement Benefit Restoration Plan will be administered by the
Benefit Trust Committee that administers the Qualified Retirement Plan.
The Benefit Trust Committee will administer the Retirement Benefit
Restoration Plan in a manner consistent with the administration of the
Qualified Retirement Plan, except the Retirement Benefit Restoration
Plan will be administered as an unfunded plan which is not intended to
meet the qualification requirements of Section 401 of the Internal
Revenue Code. The Benefit Trust Committee will have full power and
authority to interpret, construe and administer the Retirement Benefit
Restoration Plan; and the Benefit Trust Committee's interpretations and
construction hereof, and of the payments to be made hereunder, will be
binding and conclusive on all persons for all purposes.
3. ELIGIBILITY TO PARTICIPATE
(a) AUTOMATIC PARTICIPATION
Employees who were Participants in the Qualified Retirement
Plan on January 1, 1995, and Employees who thereafter became
Participants in the Qualified Retirement Plan, whose pension
or pension-related benefits under the Qualified Retirement
Plan are limited because of (i) the maximum amount of
retirement income limitations imposed by Section 415 of the
Internal Revenue Code, and/or (ii) the limitation imposed by
Section 401(a)(17) of the Internal Revenue Code on the amount
of compensation that may be taken into account under the
Qualified Retirement Plan will automatically become
Participants in this Plan on the first day such Employees'
benefits become so limited.
(b) ADDITIONAL PARTICIPANTS
In addition, the Benefit Trust Committee may designate as a
Participant in this Plan any Employee the Benefit Trust
Committee determines is a member of a select group of
management or highly compensated employees within the meaning
of ERISA Sections 201(2), 301(a)(3), and 401(a)(1).
With respect to a Participant who is not a participant in the
Qualified Retirement Plan, such Participant's monthly benefit
under the Qualified Retirement Plan for purposes of the
calculation in Section 4 will be the monthly benefit that such
Participant would have been entitled to receive if he was a
participant in the Qualified Retirement Plan based on (i) such
Participant's active service with an Employer, and (ii) such
Participant's compensation with an Employer.
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4. AMOUNT OF BENEFIT
The benefits payable to a Participant, or to his Beneficiary, under
this Plan will equal the excess, if any, of:
(i) The benefits that would have been paid to such Participant, or
on his behalf to his Beneficiary, under the Qualified
Retirement Plan, if the provisions of the Qualified Retirement
Plan were administered without regard to the maximum amount of
retirement income limitations imposed by Section 415 of the
Internal Revenue Code and without the limitation imposed by
Section 401(a)(17) of the Internal Revenue Code on the amount
of his compensation that may be taken into account under the
Qualified Retirement Plan
over
(ii) The benefits that are payable to such Participant, or on his
behalf to his Beneficiary, under the Qualified Retirement
Plan.
If a Participant's Total Annual Benefit (as defined below) exceeds
forty-five percent (45%) of the Participant's Average Annual
Compensation, the Participant's benefit under this Plan will be reduced
until such Total Annual Benefit equals forty-five percent (45%) of
Average Annual Compensation.
"Total Annual Benefit" means the total annual benefit the Participant
would receive under the following plans and from the following sources
if each benefit not already expressed as a single life annuity were
converted to a single life annuity:
(a) this Plan;
(b) the Qualified Retirement Plan;
(c) the employer matching contributions account under the
Qualified Savings Plan and the Nonqualified Savings
Plan;
(d) the NLT Plan; and
(e) one half of the Participant's Social Security
benefit.
For purposes of this Section, the annuity represented by a
Participant's employer matching contributions account under the
Qualified Savings Plan and Nonqualified Savings Plan will be deemed to
equal one-third of one percent (1/3%) of the Participant's Average
Annual Compensation multiplied by the Participant's Years of Benefit
Service earned with an Employer after October 1, 1980.
For purposes of this Section, a Participant's annual Social Security
Benefit will be determined based upon estimated compensation histories
in accordance with the rules in this paragraph. The pre-separation or
pre-retirement compensation history is estimated by applying a salary
scale, projected backwards, to the Participant's compensation (as
defined in Section 3.03 of Revenue Ruling 71-446) at separation or
retirement. The salary scale represents the actual change in the
average wages from year to year as used by the Social Security
Administration to determine earnings index factors for Social Security
Average Indexed Monthly Earnings. The determination of the amount of a
Participant's Social Security Benefit will be made by the Benefit Trust
Committee.
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5. PAYMENT OF BENEFITS
Benefits under this Plan will be paid in the form of a Joint and
Survivor Pension at the same time as retirement benefits are payable to
a Participant, or on his behalf to his Beneficiary, under the Qualified
Retirement Plan.
If the benefits payable to a Participant under the Qualified Retirement
Plan are attributable to periods of employment with more than one
Employer, the amounts payable to such Participant under this Plan will
be apportioned among such Employers on an equitable basis determined by
the Benefit Trust Committee in its sole and absolute discretion.
All benefits payable under this Plan will be payable at the same time
or times as benefits payable under the Qualified Retirement Plan, and
such benefits payable under this Plan will be actuarially adjusted, as
provided in the Qualified Retirement Plan, to reflect the time in which
paid.
6. ADJUSTMENT TO BENEFITS
The Company currently sponsors, and in the future may sponsor, other
deferred compensation plans that are not qualified under Code Section
401(a) (collectively, "Nonqualified Plans"). The Benefit Trust
Committee, in its sole and absolute discretion, may adjust (but is not
required to adjust) the benefits of a Participant under this Plan to
take into account benefits provided to such Participant under other
Nonqualified Plans, if in the best judgment of the Benefit Trust
Committee such adjustment would be necessary or advisable to carry out
the intent of this Plan. The Benefit Trust Committee will exercise its
discretion hereunder in a uniform and nondiscriminatory manner.
7. COST-OF-LIVING ADJUSTMENT IN AMOUNT OF BENEFIT
In the event that the maximum amount of retirement income limitation of
Section 415 of the Code as set forth in the Qualified Retirement Plan
is increased after the date of commencement of the Participant's
retirement benefit pursuant to the provisions of Section 415(d) of the
Code and if, as a result of such increase, the amount of his retirement
income or other benefit payable under the Qualified Retirement Plan is
increased, the amount of the retirement benefit or other benefit
payable to or on behalf of the Participant under this Plan will be
correspondingly reduced. If, because the date the amount of such
cost-of-living adjustment is announced by the Internal Revenue Service
is after the effective date of such adjustment, or because of any other
reason, the Participant or his Beneficiary has received a retroactive
increase in the amount of the benefit payable on his behalf under the
Qualified Retirement Plan that causes the benefits that he receives
under this Plan to be in excess of the amounts that are due under this
Plan, the excess of the benefits that have actually been paid to or on
behalf of the Participant under this Plan over the amounts that are due
under this Plan will be forfeited and must be refunded to the Employer
by the Participant or, if applicable, his Beneficiary in a manner
suitable to the Benefit Trust Committee.
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8. PARTICIPANT'S RIGHTS
A Participant's rights under this Plan will be the same as a
Participant's rights under the Qualified Retirement Plan, except that
he will not be entitled to any payments from the trust fund maintained
under the Qualified Retirement Plan on the basis of any benefits to
which he may be entitled under this Plan. All benefits payable under
this Plan to or on behalf of Participants who are Employees of a
particular Employer will be paid from the general assets of that
Employer. An Employer will not be required to set aside any funds to
discharge its obligations hereunder, but the Employer may set aside
such funds if it chooses to do so. Any setting aside of amounts by an
Employer with which to discharge its obligations hereunder will not be
deemed to create a trust, and legal and equitable title to any funds so
set aside will remain subject to the claims of the general creditors of
the Employer, present and future. No Employee or any other person will
have, under any circumstances, any interest whatever in any particular
property or assets of the Employer by virtue of this Plan, and the
rights of the Employee, his Beneficiary, or any other person who may
claim a right to receive benefits under this Plan will be no greater
than the rights of an unsecured general creditor of the Employer.
9. AMENDMENT AND DISCONTINUANCE
The Benefit Trust Committee may at any time amend or terminate this
Plan. However, if this Plan should be amended or terminated, each
Employer will remain liable for any benefits accrued by its Employees
under this Plan (determined in the case of a Participant in the active
service of the Employer on the basis of such Participant's presumed
termination of employment as of the date of such amendment or
discontinuance) as of the date of such action.
The Benefit Trust Committee reserves the right, in its sole and
absolute discretion, to accelerate the payment of any benefits under
this Plan without the consent of the Participant, his Beneficiary or
any other person claiming through the Participant. Any computations
under this paragraph will be performed on an actuarially equivalent
basis, using the following assumptions:
Mortality: 1983 Group Annuity Mortality Table for Males
Interest: the rate of interest on 30-year Treasury securities
on the first day of the month preceding the month
of distribution, plus 1.5%.
10. RESTRICTIONS ON ASSIGNMENT
The benefits provided hereunder are intended for the personal security
of persons entitled to payment under this Plan and are not subject in
any manner to the debts or other obligations of the persons to whom
they are payable. The interest of a Participant or his Beneficiary may
not be sold, transferred, assigned, or encumbered in any manner, either
voluntarily or involuntarily, and any attempt so to anticipate,
alienate, sell, transfer, assign, pledge, encumber, or charge the same
will be null and void; neither will the benefits hereunder be liable
for or subject to the debts, contracts, liabilities, engagements
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or torts of any person to whom such benefits or funds are payable, nor
will they be subject to garnishment, attachment, or other legal
equitable process, nor will they be an asset in bankruptcy, except that
no amount will be payable hereunder until and unless any and all
amounts representing debts or other obligations owed to any Employer or
any affiliate of any Employer by the Employee with respect to whom such
amount would otherwise be payable will have been fully paid and
satisfied.
11. CONTINUED EMPLOYMENT
Nothing contained in this Plan will be construed as conferring upon any
Employee the right to continue in the employ of any Employer in any
capacity.
12. LIABILITY OF BENEFIT TRUST COMMITTEE
Unless resulting from his own fraud or willful misconduct, no member of
the Benefit Trust Committee will be liable for any loss arising out of
any action taken or failure to act by the Benefit Trust Committee or a
member of such committee in connection with this Plan. The Benefit
Trust Committee, each individual member of such committee, and any
agent thereof will be fully protected in relying upon the advice of the
following professional consultants or advisors employed by the
Employer, or the Benefit Trust Committee: any attorney insofar as legal
matters are concerned, any accountant insofar as accounting matters are
concerned, and any actuary insofar as actuarial matters are concerned.
13. INDEMNIFICATION
The Employers hereby jointly and severally indemnify and agree to
defend and hold harmless the members of the Benefit Trust Committee,
and all directors, officers, and employees of an Employer or such
committee against any loss, claim, cost, expense (including attorneys'
fees), judgment or liability arising out of any action taken or failure
to act by the Benefit Trust Committee, or any such individual in
connection with this Plan; provided, however, that this indemnity will
not apply to an individual if such loss, claim, cost, expense, judgment
or liability is due to such individual's fraud or willful misconduct.
14. DISTRIBUTION IN THE EVENT PARTICIPATION IS DISALLOWED
Notwithstanding any provision herein to the contrary, in the event that
the Benefit Trust Committee, in its sole and absolute discretion,
determines that the participation of any Participant in this Plan may
cause this Plan to fail to be exempt from the requirements of Parts 2,
3, and 4 of Subtitle B of Title I of ERISA as either (i) an unfunded
plan of deferred compensation for a select group of management or
highly compensated employees, or (ii) an excess benefit plan as defined
in Section 3(36) of ERISA, such Participant will cease to be a
Participant in this Plan as of the date such determination is
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made by the Benefit Trust Committee, and as soon as administratively
practical, the actuarially equivalent single-sum value of the benefit
that he has accrued as of the date of such determination under this
Plan will be paid to such Participant (or to his Beneficiary in the
event of his death) in a single cash payment in lieu and in full
satisfaction of all of his rights and interest under this Plan.
15. BINDING ON EMPLOYER, EMPLOYEES, AND THEIR SUCCESSORS
This Plan will be binding upon and inure to the benefit of the Company
and to any other Employer participating in this Plan, their successors
and assigns, and the employee and his heirs, executors, administrators,
and duly appointed legal representatives.
16. LAWS GOVERNING
This plan will be construed in accordance with and governed by the laws
of the State of Tennessee.