Exhibit and
EX-10.47 2 g26209exv10w47.htm EX-10.47 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 Companys 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 Companys 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 Companys 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 Companys Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers named in the Companys 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 Companys cash incentive program under the Companys 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 Companys 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 Companys cash incentive program under the Companys 2006 Omnibus Incentive Plan.
The Named Executive Officers also receive long-term incentive awards, as discussed below, pursuant to the Companys 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 Companys proxy statement to be filed in connection with the 2011 annual meeting of stockholders.