EXHIBIT 10.2
AGREEMENT
THIS AGREEMENT, dated as of May 1, 2004 (the "Effective Date") is by and
between GAYLORD ENTERTAINMENT COMPANY, a Delaware corporation having its
corporate headquarters at One Gaylord Drive, Nashville, Tennessee 37214
(together with all subsidiaries and other affiliates referred to as "the
Company") and MICHAEL D. ROSE ("Rose").
WHEREAS, the Company desires to enter into an agreement regarding Rose's
service as Chairman of the Company's Board of Directors, and Rose desires to
serve as Chairman of the Company's Board of Directors and enter into such an
agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein and for other good and valuable consideration, the parties agree as
follows:
1. TERM; REPRESENTATION.
(a) Term. The term of this Agreement shall commence on the
Effective Date and shall continue for a period of five (5) years (the
"Term").
(b) Representation. Rose hereby represents to the Company that the
execution and delivery of this Agreement and the performance by Rose of
his duties hereunder shall not constitute a breach of, or otherwise
contravene, the terms of any agreement or policy to which Rose is a party
or otherwise bound.
2. POSITION; RESPONSIBILITIES. During the Term, and subject to
approvals required by the Delaware Business Corporation Act and the Company's
Certificate of Incorporation and Restated Bylaws, Rose shall serve as a member
of the Board of Directors of the Company and, until the May 2005 Annual Meeting
of the Shareholders of the Company, shall perform the duties of the Chairman of
the Board as described by the Company's Restated Bylaws, as amended from time to
time, and such other duties as may be prescribed by the Board of Directors.
After the May 2005 Annual Meeting (during the last four years of the Term) and
subject to approvals required by the Delaware Business Corporation Act and the
Company's Certificate of Incorporation and Restated Bylaws, Rose shall perform
the duties of the Chairman of the Executive Committee as described in the
Company's Corporate Governance Guidelines, as amended from time to time, and
such other duties as may be prescribed by the Board of Directors.
3. REMUNERATION. During the first year of the Term (May 1, 2004 through
April 30, 2005), the Company shall pay Rose $350,000 per year (the "Base
Remuneration") for his services as Chairman of the Board. During the second year
of the Term (May 1, 2005 through April 30, 2006), the Company shall pay Rose
Base Remuneration of $250,000 per year for his services as Chairman of the
Executive Committee. During the last three years of the Term, the Company shall
pay Rose a salary equal to the other Directors who hold Board committee chair
positions (other than the Audit Committee Chair). Such payments shall be in lieu
of any other fees or other compensation payable to other directors of the
Company.
4. ADDITIONAL BENEFITS. Rose shall be entitled to the following:
(a) Vehicle Allowance. During the Term, Rose shall be entitled to
receive from the Company a vehicle allowance of $1,050 per month, subject
to future increases as may be granted to senior executives.
(b) Use of Company Aircraft. During the Term and subject to
availability, the Company shall make available a corporate aircraft to
Rose for travel. In addition, the Company shall reimburse Rose for Rose's
use of his personal aircraft in connection with the performance of his
duties for the Company. To the extent Rose is required to travel on a
commercial airline in connection with the performance of his duties for
the Company, Rose shall be entitled to travel on a first-class basis.
(c) Attorney's Fees. Rose shall be entitled to reimbursement for
reasonable attorney's fees incurred by Rose in the review and negotiation
of this Agreement, upon submission of documentation evidencing such
expenses.
(d) Benefit Plans. Rose shall be entitled to participate in all
Company benefit plans, programs and arrangements of the Company for which
other senior members of management are eligible.
5. BUSINESS EXPENSES. During the Term, the Company shall reimburse
Rose, in accordance with the Company's policies and procedures, for all
reasonable expenses incurred by Rose in connection with the performance of his
duties for the Company.
6. ADMINISTRATIVE ASSISTANT AND OFFICE SPACE. During the Term, the
Company shall continue to provide Rose with his existing level of support staff.
In addition, during the Term, the Company shall reimburse Rose up to a maximum
of $15,000 per year for his expenses in obtaining office space, upon submission
of documentation evidencing such expenses.
7. FINANCIAL COUNSELING. The Company shall reimburse Rose up to a
maximum of $15,000 per year for his expenses in obtaining financial counseling,
upon submission of documentation evidencing such expenses.
8. TERMINATION. Rose's service may be terminated prior to the end of
the Term as follows:
(a) Termination by Death. Upon the death of Rose ("Death"), Rose's
service shall automatically terminate as of the date of Death.
(b) Termination by Company for Permanent Disability. At the option
of the Board of Directors, Rose's service may be terminated by written
notice to Rose or his personal representative in the event of the
Permanent Disability of Rose. As used herein, the term "Permanent
Disability" shall mean a physical or mental incapacity or disability which
renders Rose unable substantially to render the services contemplated
hereunder for a period of ninety (90) consecutive days or one hundred
eighty (180) days during any twelve (12) month period as determined in
good faith by the Board of Directors.
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(c) By the Board of Directors With Cause. Rose's termination by
the Board of Directors shall be considered "With Cause" upon the
occurrence of any one or more of the following events (each, a "Cause"):
(i) any action by Rose constituting material fraud, material
self-dealing, material dishonesty or embezzlement in the course of
his service hereunder; or
(ii) any conviction of Rose of a crime involving moral
turpitude.
(d) By the Board of Directors Without Cause. In the event that
Rose's service is terminated by the Board for any reason other than a
Cause, such termination shall be "Without Cause."
(e) By Rose for Good Reason. At the option of Rose, Rose may
terminate his service by written notice to the Company given within a
reasonable time after the occurrence of a material breach by the Company
of any of its obligations under this Agreement and the failure by the
Company to cure such breach within thirty (30) days of such notice ("Good
Reason").
(f) Expiration of the Term. The expiration of the Term shall not
for any purpose be deemed a termination under Section 8(c), (d) or (e)
hereinabove.
9. EFFECT OF TERMINATION; TREATMENT OF STOCK OPTIONS AND RESTRICTED
STOCK GRANTS UPON EXPIRATION OF TERM.
(a) Effect of Termination by Death. Upon the termination of Rose's
service because of Death, Rose's estate shall be entitled to receive an
amount equal to the accrued but unpaid Base Remuneration through the date
of termination as well as any unreimbursed reasonable business expenses
incurred by Rose through the date of termination. In addition, all
restrictions shall be removed from the restricted stock grant shares and
the vesting and exercise of Rose's stock options shall be governed by the
Company's 1997 Stock and Incentive Omnibus Plan, as amended (the "Omnibus
Plan").
(b) Effect of Termination for Permanent Disability. Upon the
termination of Rose's service because of Permanent Disability, Rose shall
be entitled to receive his Base Remuneration until he becomes eligible for
long term disability benefits as well as any unreimbursed reasonable
business expenses incurred by Rose through the date of termination. Rose
shall be entitled to the restricted stock grant shares that are free from
restrictions as of the date of termination, and the vesting and exercise
of Rose's stock options shall be governed by the Omnibus Plan. Rose shall
be entitled to continue to receive group medical insurance benefits from
the date of termination until the time he is eligible to receive long term
disability benefits.
(c) Effect of Termination by the Company With Cause or by Rose
Without Good Reason. Upon the termination of Rose's service With Cause or
by Rose for any reason other than Good Reason, Rose shall be entitled to
receive an amount equal to the accrued but unpaid Base Remuneration
through the date of termination as well as any unreimbursed reasonable
business expenses incurred by Rose through the date of termination. Rose
shall be entitled only to the restricted stock grant shares that are free
from restrictions as of the
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date of termination. All stock options, to the extent not theretofore
exercised, shall terminate on the 90th day following the date of
termination of Rose's service by the Company With Cause or by Rose without
Good Reason.
(d) Effect of Termination by the Company Without Cause or by Rose
for Good Reason. Upon the termination of Rose's service Without Cause or
by Rose for Good Reason, Rose shall be entitled to receive an amount equal
to: (i) the remainder, if any, of Rose's Base Remuneration through April
30, 2006; (ii) the remainder of other payments under Section 3 of this
Agreement equal to payments to the other directors who hold Board chairs
(other than Audit) for the period May 1, 2006 through April 30, 2009;
(iii) continued reimbursement of expenses and benefits under Sections 4, 6
and 7 of this Agreement (excluding the use of the Gaylord airplane under
Section 4(b)), including without limitation the right to continued medical
insurance and company physicals through April 30, 2009; (iv) the portion
of Rose's restricted stock grants that are free from restrictions as of
the date of termination and the acceleration and immediate release of all
restrictions from any remaining shares of the restricted stock that are
subject to restrictions as of the date of termination, and (v) the vested
portion of Rose's stock options, and the acceleration and immediate
vesting of any other unvested stock options. Rose shall have two (2) years
from the date of such termination Without Cause or by Rose for Good Reason
to exercise all vested stock options. All amounts due under sub-sections
9(d)(i)-(iii) above shall be paid as due on a monthly basis, and expenses
shall be reimbursed promptly following submission.
(e) Expiration of Term. Unless Rose's service is terminated prior
to the end of the Term, upon expiration of the Term, Rose's stock options
and restricted stock grant shares, shall be treated as follows:
(i) If Rose continues to serve the Company in any capacity
following the expiration of the Term, all unvested stock options
shall continue to vest and the restrictions shall continue to be
removed from the restricted stock grant shares as provided in this
Agreement and as pursuant to the Omnibus Plan.
(ii) If Rose ceases to serve the Company in any capacity at
any time following expiration of the Term, then, at the time Rose
ceases to serve, all unvested stock options shall immediately vest
and all restrictions shall be removed from the restricted stock
grant shares. In such event, Rose shall be entitled to exercise the
stock options at any time prior to the expiration date of the stock
option term notwithstanding anything to the contrary in the Omnibus
Plan or in this Agreement.
10. CHANGE OF CONTROL.
(a) Definition. A "Change of Control" shall be deemed to have
taken place if:
(i) any person or entity, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, other than
the Company, a wholly-owned subsidiary thereof, or any employee
benefit plan of the Company or any of its subsidiaries, hereafter
becomes the beneficial owner of Company securities having 35% or
more of the combined voting power of the then outstanding securities
of the Company that may be cast for the election of directors of the
Company (other than as
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a result of the issuance of securities initiated by the Company in
the ordinary course of business);
(ii) individuals who, as of the date of this Agreement, were
members of the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the members of the Board; provided
that any individual who becomes a director after such date whose
election or nomination for election by the Company's shareholders
was approved by two-thirds of the members of the Incumbent Board
(other than an election or nomination of an individual whose initial
assumption of office is in connection with an actual or threatened
"election contest" relating to the election of the directors of the
Company (as such terms are used in Rule 14a-11 under the Securities
Exchange Act of 1934), "tender offer" (as such term is used in
Section 14(d) of the Securities Exchange Act of 1934) or a proposed
transaction described in clause (iii) below) shall be deemed to be
members of the Incumbent Board;
(iii) as the result of, or in connection with, any cash tender
or exchange offer, merger or other business combination, sale of
assets or contested election, or any combination of the foregoing
transactions, the holders of all the Company's securities entitled
to vote generally in the election of directors of the Company
immediately prior to such transaction constitute, following such
transaction, less than a majority of the combined voting power of
the then-outstanding securities of the Company or any successor
corporation or entity entitled to vote generally in the election of
the directors of the Company or such other corporation or entity
after such transactions; or
(iv) the Company sells all or substantially all of the assets
of the Company.
(b) Effect of Change of Control.
(i) Change of Control Occurring Prior to April 30, 2006. In
the event that within one year following a Change of Control (such
Change of Control occurring prior to April 30, 2006) the Board of
Directors terminates Rose's service under this Agreement Without
Cause, or Rose terminates his service under this Agreement for Good
Reason, Rose shall be entitled (in lieu of the compensation and
benefits provided pursuant to 9(d)) to the payment of three (3)
times Rose's Base Remuneration for the year in which the Change of
Control shall occur. In addition, upon such termination, all
unvested stock options shall vest and all restrictions shall be
removed from the restricted stock grant shares. Rose shall have two
(2) years from the date of such termination to exercise all vested
stock options.
(ii) Change of Control Occurring After April 30, 2006. In the
event that within one year following a Change of Control (such
Change of Control occurring after April 30, 2006) the Board of
Directors terminates Rose's service under this Agreement Without
Cause, or Rose terminates his service under this Agreement for Good
Reason, Rose shall be entitled (in lieu of the compensation and
benefits provided pursuant to 9(d)) to a lump sum payment equal to
the sum of (i) the remainder of the salary payments under Section 3
of this Agreement for the period May 1, 2006 through April 30, 2009;
and (ii) the value of the benefits under Sections
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4, 6 and 7 of this Agreement (excluding the use of the Gaylord
airplane as provided in Section 4(b)), including without limitation
the value of the right to continued medical insurance and annual
company physicals through April 30, 2009. In addition, upon such
termination, all unvested stock options shall vest and all
restrictions shall be removed from the restricted stock grant
shares. Rose shall have two (2) years from the date of such
termination to exercise all vested stock options.
11. COVENANTS.
(a) General. Rose and the Company understand and agree that the
purpose of the provisions of this Section 11 is to protect legitimate
business interests of the Company, as more fully described below, and is
not intended to impair or infringe upon Rose's right to work, earn a
living, or acquire and possess property from the fruits of his labor. Rose
hereby acknowledges that the post-employment restrictions set forth in
this Section 11 are reasonable and that they do not, and will not, unduly
impair his ability to earn a living after the termination of his
employment with the Company. Therefore, subject to the limitations of
reasonableness imposed by law upon restrictions set forth herein, Rose
shall be subject to the restrictions set forth in this Section 11.
(b) Definitions. The following capitalized terms used in this
Section 11 shall have the meanings assigned to them below, which
definitions shall apply to both the singular and the plural forms of such
terms: "Confidential Information" means any confidential or proprietary
information possessed by the Company without limitation, any confidential
"know-how," customer lists, details of client and consultant contracts,
current and anticipated customer requirements, pricing policies, price
lists, market studies, business plans, operational methods, marketing
plans or strategies, product development techniques or plans, computer
software programs (including object code and source code), data and
documentation, data base technologies, systems, structures and
architectures, inventions and ideas, past, current and planned research
and development, compilations, devices, methods, techniques, processes,
financial information and data, business acquisition plans, new personnel
acquisition plans and any other information that would constitute a trade
secret under the common law or statutory law of the State of Tennessee.
"Person" means any individual or any corporation, partnership,
joint venture, association or other entity or enterprise.
"Protected Employees" means employees of the Company or its
affiliated companies who are employed by the Company or its
affiliated companies at any time within six (6) months prior to the
date of termination of Rose for any reason whatsoever or any earlier
date (during the Restricted Period) of an alleged breach of the
Restrictive Covenants by Rose.
"Restricted Period" means the period of Rose's employment by
the Company plus a period extending two (2) years from the date of
termination of employment; provided, however, the Restricted Period
shall be extended for a period equal to the time during which Rose
is in breach of his obligations to the Company under this Section
11.
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"Restrictive Covenants" means the restrictive covenants
contained in Section 11(c) hereof:
(c) Restrictive Covenants.
(i) Restriction on Disclosure and Use of Confidential
Information. Rose understands and agrees that the Confidential
Information constitutes a valuable asset of the Company and its
affiliated entities, and may not be converted to Rose's own use or
converted by Rose for the use of any other Person. Accordingly, Rose
hereby agrees that Rose shall not, directly or indirectly, at any
time during the Restricted Period or thereafter, reveal, divulge or
disclose to any Person not expressly authorized by the Company any
Confidential Information, and Rose shall not, at any time during the
Restricted Period or thereafter, directly or indirectly, use or make
use of any Confidential Information in connection with any business
activity other than that of the Company. The parties acknowledge and
agree that this Agreement is not intended to, and does not, alter
either the Company's rights or Rose's obligations under any state or
federal statutory or common law regarding trade secrets and unfair
trade practices,
(ii) Non-solicitation of Protected Employees. Rose
understands and agrees that the relationship between the Company and
each of its Protected Employees constitutes a valuable asset of the
Company and may not be converted to Rose's own use or converted by
Rose for the use of any other Person. Accordingly, Rose hereby
agrees that during the Restricted Period Rose shall not directly or
indirectly on Rose's own behalf or on behalf of any Person solicit
any Protected Employee to terminate his or her employment with the
Company.
(iii) Non-interference with Company Opportunities. Rose
understands and agrees that all business opportunities with which he
is involved during his employment with the Company constitute
valuable assets of the Company and its affiliated entities, and may
not be converted to Rose's own use or converted by Rose for the use
of any other Person. Accordingly, Rose hereby agrees that during the
Restricted Period or thereafter, Rose shall not directly or
indirectly on Rose's own behalf or on behalf of any Person,
interfere with, solicit, pursue, or in any way make use of any such
business opportunities.
(d) Exceptions from Disclosure Restrictions. Anything herein to
the contrary notwithstanding, Rose shall not be restricted from disclosing
or using Confidential Information that: (i) is or becomes generally
available to the public other than as a result of an unauthorized
disclosure by Rose or his agent; (ii) becomes available to Rose in a
manner that is not in contravention of applicable law from a source (other
than the Company or its affiliated entities or one of its or their
officers, employees, agents or representatives) that is not known by Rose,
after reasonable investigation, to be bound by a confidential relationship
with the Company or its affiliated entities or by a confidentiality or
other similar agreement; or (iii) is required to be disclosed by law,
court order or other legal process; provided, however, that in the event
disclosure is required by law, court order or legal process, Rose shall
provide the Company with prompt notice of such requirement so that the
Company may seek an appropriate protective order prior to any such
required disclosure by Rose.
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(e) Enforcement of the Restrictive Covenants.
(i) Rights and Remedies upon Breach. In the event Rose
breaches, or threatens to commit a breach of, any of the provisions
of the Restrictive Covenants, the Company shall have the right and
remedy to enjoin, preliminarily and permanently, Rose from violating
or threatening to violate the Restrictive Covenants and to have the
Restrictive Covenants specifically enforced by any court of
competent jurisdiction, it being agreed that any breach or
threatened breach of the Restrictive Covenants would cause
irreparable injury to the Company and that money damages would not
provide an adequate remedy to the Company. The rights referred to
herein shall be independent of any others and severally enforceable,
and shall be in addition to, and not in lieu of, any other rights
and remedies available to the Company at law or in equity.
(ii) Severability of Covenant. Rose acknowledges and agrees
that the Restrictive Covenants are reasonable and valid in all
respects. If any court determines that any Restrictive Covenants, or
any part thereof, is invalid or unenforceable, the remainder of the
Restrictive Covenants shall not thereby be affected and shall be
given full effect, without regard to the invalid portions.
12. COOPERATION IN FUTURE MATTERS. Rose hereby agrees that, for a period
of three (3) years following the date of the termination of his service under
this Agreement, he shall cooperate with the Company's reasonable requests
relating to matters that pertain to Rose's service as Chairman of the Board of
the Company, including, without limitation, providing information of limited
consultation as to such matters, participating in legal proceedings,
investigations or audits on behalf of the Company, or otherwise making himself
reasonably available to the Company for other related purposes. Any such
cooperation shall be performed at times scheduled taking into consideration
Rose's other commitments, and Rose shall be compensated at a per diem rate of
$2,000 to the extent such cooperation is required on more than an occasional and
limited basis. Rose shall also be reimbursed for all reasonable out of pocket
expenses. Rose shall not be required to perform such cooperation to the extent
it conflicts with any requirements of exclusivity of service for any other
entity, nor in any manner that in the good faith belief of Rose would conflict
with his rights under or ability to enforce this Agreement.
13. INDEMNIFICATION. The Company shall indemnify Rose and hold him
harmless from and against any and all costs, expenses, losses, claims, damages,
obligations or liabilities (including actual attorneys fees and expenses)
arising out of any acts or failures to act by the Company, its directors,
employees or agents that occurred prior to the Effective Date, or arising out of
or relating to any acts, or omissions to act, made by Rose on behalf of or in
the course of performing services for the Company to the fullest extent
permitted by the Restated Bylaws of the Company, or, if greater, as permitted by
applicable law, as the same shall be in effect from time to time. If any claim,
action, suit or proceeding is brought, or any claim relating thereto is made,
against Rose with respect to which indemnity may be sought against the Company
pursuant to this Section, Rose shall notify the Company in writing thereof, and
the Company shall have the right to participate in, and to the extent that it
shall wish, in its discretion, assume and control the defense thereof, with
counsel satisfactory to Rose.
14. BINDING ARBITRATION AND LEGAL FEES. Any controversy or claim between
or among the parties hereto, including but not limited to those arising out of
or relating to this Agreement or
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any related agreements or instruments, including any claim based on or arising
from an alleged tort, shall be determined by binding arbitration in accordance
with the Federal Arbitration Act (or if not applicable, the law of the state of
Tennessee), the Commercial Arbitration Rules of the American Arbitration
Association in effect as of the date hereof, and the provisions set forth below.
In the event of any inconsistency, the provisions herein shall control. Judgment
upon any arbitration award may be entered in any court having jurisdiction. Any
party to the Agreement may bring an action, including a summary or expedited
proceeding, to compel arbitration of any controversy or claim to which this
Agreement applies in any court having jurisdiction over such action; provided,
however, that all arbitration proceedings shall take place in Nashville,
Tennessee. The arbitration body shall set forth its findings of fact and
conclusions of law with citations to the evidence presented and the applicable
law, and shall render an award based thereon. In making its determinations and
award(s), the arbitration body shall base its award on applicable law and
precedent, and shall not entertain arguments regarding punitive damages, nor
shall the arbitration body award punitive damages to any person. Each party
shall bear its own attorneys' fees, costs, and expenses in the arbitration.
15. MISCELLANEOUS.
(a) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Tennessee without
reference to principles of conflicts of laws.
(b) Entire Agreement/Amendments. This Agreement contains the
entire understanding of the parties with respect to its subject matter.
There are no restrictions, agreements, promises, warranties, covenants or
undertakings between the parties with respect to the subject matter herein
other than those expressly set forth herein. This Agreement may not be
altered, modified, or amended except by written instrument signed by the
parties hereto.
(c) No Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be
considered a waiver of such party's rights or deprive such party of the
right thereafter to insist upon strict adherence to that term or any other
term of this Agreement.
(d) Severability. In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions of this Agreement shall not be affected thereby.
(e) Assignment. This Agreement shall not be assignable by Rose.
This Agreement may be assigned by the Company to a company which is a
successor in interest to substantially all of the business operations of
the Company. Such assignment shall become effective when the Company
notifies the Rose of such assignment or at such later date as may be
specified in such notice. Upon such assignment, the rights and obligations
of the Company hereunder shall become the rights and obligations of such
successor company, provided that any assignee expressly assumes the
obligations, rights and privileges of this Agreement.
(f) Headings. The section headings contained herein are for the
purposes of convenience only and are not intended to define or limit the
contents of the sections.
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(g) Successors; Binding Agreement. This Agreement shall inure to
the benefit of and be binding upon personal or legal representatives,
executors, administrators, successors, heirs, distributes, devises and
legatees.
(h) Notice. For the purpose of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth below, or to such other
address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be
effective only upon receipt.
If to Company, to:
Gaylord Entertainment Company
One Gaylord Drive
Nashville, Tennessee 37214
Attention: President
Facsimile Number: (615) 316-6544
With a copy to:
Gaylord Entertainment Company
One Gaylord Drive
Nashville, Tennessee 37214
Attention: General Counsel
If to Rose, to:
Michael D. Rose
1000 Ridgeway Loop
Suite 108
Memphis, TN 38120
With a copy to:
Baker Donelson Bearman, Caldwell & Berkowitz PC
165 Madison Avenue
First Tennessee Building
Memphis, TN 38103
Attention: Ben C. Adams, Esq.
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(i) Counterparts. This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
(j) No Third Party Beneficiary. This Agreement shall not confer
any rights or remedies upon any person or entity other than the parties
hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.
/s/ Michael D. Rose
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Michael D. Rose
GAYLORD ENTERTAINMENT COMPANY
By: /s/ Ralph Horn
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Title: Lead Outside Director
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