Attached files

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EX-21 - EX-21 - Ryman Hospitality Properties, Inc.g26209exv21.htm
EX-32.1 - EX-32.1 - Ryman Hospitality Properties, Inc.g26209exv32w1.htm
EX-32.2 - EX-32.2 - Ryman Hospitality Properties, Inc.g26209exv32w2.htm
EX-31.2 - EX-31.2 - Ryman Hospitality Properties, Inc.g26209exv31w2.htm
EX-23.1 - EX-23.1 - Ryman Hospitality Properties, Inc.g26209exv23w1.htm
EX-31.1 - EX-31.1 - Ryman Hospitality Properties, Inc.g26209exv31w1.htm
10-K - FORM 10-K - Ryman Hospitality Properties, Inc.g26209e10vk.htm
         
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 Company’s 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 Company’s 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 Company’s 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 Company’s Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers named in the Company’s 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 Company’s cash incentive program under the Company’s 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 Company’s 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 Company’s cash incentive program under the Company’s 2006 Omnibus Incentive Plan.
The Named Executive Officers also receive long-term incentive awards, as discussed below, pursuant to the Company’s 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 Company’s proxy statement to be filed in connection with the 2011 annual meeting of stockholders.