GAYLORD ENTERTAINMENT CO /DE
CONSULTING AGREEMENT
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>4
<FILENAME>g74977ex10-22.txt
<DESCRIPTION>CONSULTING AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.22

                              CONSULTING AGREEMENT

         THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as
of the 31st day of October, 2001, by and between Dave Jones ("Jones") and
Gaylord Entertainment Company (the "Company").

                                    RECITALS

         WHEREAS, Jones is currently employed by the Company as President of its
Opryland Hospitality Group ("OHG"), and the Company has determined to
discontinue its OHG, but desires to retain Jones as a consultant for the Company
going forward on the terms outlined herein;

         WHEREAS, Jones has agreed to resign as President of the OHG as a part
of the discontinuance of that division, and Jones also desires to remain
employed by the Company as a consultant on the terms set forth in this
Agreement; and

         WHEREAS, Jones and the Company desire to resolve fully and finally all
issues that may arise out of the cessation of Jones' employment as President of
the OHG.

                                    AGREEMENT

         In consideration of the premises and mutual promises herein contained,
it is agreed as follows:

         1. JONES' DUTIES. Jones and the Company agree that Jones' duties as
President of the OHG shall be substantially complete by October 31, 2001, and
Jones' employment as President of the OHG will end on October 31, 2001.

         2. KEY EMPLOYEE AGREEMENT. Jones and the Company are parties to a
severance agreement dated February 1, 1999 (the "Key Employee Agreement"). Jones
and the Company agree that the Key Employee Agreement is canceled and its
provisions void and of no effect as of the date of this Agreement.

         3. PAYMENT FOR TERMINATION OF KEY EMPLOYEE AGREEMENT. In exchange for
Jones' agreement to the termination of the Key Employee Agreement, the Company
agrees to pay Jones a total of Three Hundred Fifty One Thousand One Hundred
Ninety Six Dollars ($351,196) (the "Key Employee Agreement Termination Fee") in
nineteen (19) monthly installments of Eighteen Thousand Four Hundred Eighty Four
Dollars ($18,484) each, payable beginning November 25, 2001, and on the twenty
fifth (25th) day of each consecutive month thereafter until the Key Employee
Agreement Termination Fee has been paid in full. In addition, as additional
consideration for the termination of the Key Employee Agreement, on or before
January 31, 2002, the Company agrees to transfer to Jones or his designee the
title of the 2002 Cadillac Escalade, VIN 1GYEK63N92R105154, that Jones is
currently driving. The Company will


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deduct from the payments described above all taxes, social security and other
usual deductions as required by law. The Company's obligation to pay the Key
Employee Agreement Termination Fee and transfer the automobile to Jones shall
survive any termination of this Agreement.

         4. EMPLOYMENT AS CONSULTANT. The Company and Jones agree that the
Company will employ Jones as a consultant from October 31, 2001, until May 31,
2003 (the "Consulting Period"). As compensation for the performance by Jones of
his consulting obligations under this Agreement, the Company agrees to pay Jones
a consulting fee throughout the nineteen (19) month term hereof at a rate of
Thirteen Thousand One Hundred Fifty Eight Dollars ($13,158) per month, payable
on or about the 25th day of each month during the Consulting Period. The Company
will deduct from the payments described above, all taxes, social security and
other usual deductions as required by law. The compensation paid to Jones under
this paragraph 4 shall be in addition to the Key Employee Agreement Termination
Fee.

         During the Consulting Period, the Company will pay or reimburse Jones'
reasonable out of pocket expenses directly pertaining to his consulting services
provided to the Company, including transportation, entertainment, mileage
reimbursement, etc., in accordance with the Company's travel and entertainment
policies.

         5. DUTIES AS CONSULTANT. During the Consulting Period, Jones will make
himself available to consult with the Company with respect to its Florida and
Texas Hotel projects, and other matters as the Company may reasonably request.
During the first eight (8) months of the Consulting Period (i.e., through June
30, 2002), Jones agrees that he will be available (if requested by the Company)
to consult for at least (but not more than) 30 hours per week. He will travel to
Orlando or Grapevine as requested by the Company (but no more than four times
per month in the aggregate) during such time. Thereafter, during the remaining
eleven (11) months of the Consulting Period, Jones shall be available to consult
with the Company approximately five (5) hours per week. Jones acknowledges that
during the Consulting Period he will not have the authority to bind the Company
to agreements without the express written consent of the Company, and that
during such time, he will report to and take instruction from any of the
Company's Chief Executive Officer, Chief Financial Officer or Director of Real
Estate Development. The Company acknowledges that during the Consulting Period
Jones may provide consulting services to or be employed by other hospitality
related businesses, but not prior to June 30, 2002, without the Company's prior
written approval and, in the event the Company provides such approval, the
Company shall not be relieved of its obligations to pay consulting fees to Jones
by reason of Jones' employment by or providing such consulting services to other
hospitality related businesses. In addition, during the Consulting Period, Jones
agrees that he will make himself available to consult with the Company in
connection with any present or future actual or threatened litigation or
administrative proceedings involving the Company or its affiliates relating to
events or conduct occurring (or claimed to have occurred) during the period of
his employment or related to his employment with the Company.

         Jones may terminate this Agreement at any time on thirty (30) days'
written notice to the Company. If Jones terminates his consulting relationship
with the Company prior to June 30, 2002, then the Company will have no remaining
obligations to Jones except to pay him his consulting payment through the date
of termination and to pay the balance of the Key Employee Agreement Termination
Fee by making the remaining payments and transferring the automobile


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to Jones as provided for above in paragraph 3. If, however, Jones completes his
consulting arrangement with the Company through at least June 30, 2002, then the
Company may not terminate Jones as a consultant without cause. As used herein,
the term "cause" shall mean the failure by Jones to perform in any material
respect his duties hereunder which is not cured within thirty (30) days after
Jones' receipt of written notice from the Company advising Jones of such
failure, or other misconduct by Jones which is likely to result in damage to the
Company. If Jones provides consulting services or is employed by another
hospitality related business prior to June 30, 2002, without the Company's prior
written consent, then that will be deemed a termination of this Agreement by
Jones; provided, however, that such a termination will not relieve the Company
of its continuing obligation to pay the Key Employee Agreement Termination Fee
and transfer the automobile to Jones upon the terms set forth in paragraph 3.

         6. BENEFITS. As an employee, and during the Consulting Period, the
Company shall provide Jones with the same employee benefits that he was
receiving as an employee of the Company immediately prior to the date hereof,
including without limitation, medical and dental coverage, and pension and
retirement savings, based upon his current elections under the Company's plans;
provided, however, that instead of providing Jones with the same amount of life
insurance he was receiving as an employee of the Company, the Company will
provide Jones with life insurance coverage of $300,000 per year. Any changes
made to these plans during the Consulting Period shall apply equally to Jones.
Effective June 1, 2003, or upon any earlier termination of this Agreement, Jones
shall be eligible for continuation of health insurance benefits pursuant to
COBRA for eighteen (18) months, provided he both timely elects COBRA coverage
and pays the premiums for such coverage. Jones agrees that if he obtains other
employment that offers to provide health insurance to him that the Company will
no longer be required to provide him with medical, dental or life insurance as
an employee or pursuant to COBRA. Jones agrees to promptly notify the Company if
he becomes employed by any entity which offers health insurance coverage to him.

         The Company will pay to Jones the vested amount currently held in his
account under the Company's Supplemental Deferred Compensation Plan within
ninety (90) days after the end of the Consulting Period or upon any earlier
termination of this Agreement, or according to Jones' payout election then in
effect.

         At the end of the Consulting Period the Company will pay Jones his
accrued benefit in the Company's Retirement Plan and Supplemental Executive
Retirement Plan pursuant to which he is entitled to benefits as provided in
those respective plans.

         At the end of the Consulting Period and with respect to the Company's
401(K) Plan Jones may leave his account in the 401(K) Plan or may elect to
"roll" his account to another qualified plan or take a taxable distribution.
Vesting of Jones 401(K) Plan matching contributions and earnings vesting will be
determined as provided by the Plan.

         7. RELEASE BY THE COMPANY; INDEMNIFICATION. The Company hereby releases
Jones from any and all legal claims, causes of action, agreements, obligations,
liabilities, damages and/or demands whatsoever at law or in equity, in any
federal or state court, which it, its successors and assigns had, has, or may
have, against Jones or his heirs, successors, administrators, or assigns,
relating in any way to or arising out of his employment with the Company as
President of OHG and/or the termination of his employment with the Company as
President of OHG, but only to the extent that Jones' conduct giving rise to any
such released



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matter was in accordance with his authority in his official capacity at the
Company, was done in good faith, and in accordance with then-applicable federal,
state and local laws and regulations.

         8. STOCK OPTIONS. As of the date of this Agreement, Jones has 21,667
Company stock options vested pursuant to the Company's 1997 Omnibus Stock Option
and Incentive Plan. Additional stock options will vest as follows: 8,334 options
will vest as of February 15, 2002; 5,000 options will vest as of May 12, 2002;
and 21,667 options will vest as of May 15, 2002. Accordingly, at the successful
completion of the Consulting Period on May 31, 2003, Jones will have 56, 668
vested stock options. In addition, 1,167 shares of restricted stock will have
restrictions lifted as of February 8, 2002. Each of these options must be
exercised within ninety (90) days of the end of the Consulting Period. Jones and
the Company agree that all other stock options and shares of restricted stock
granted to Jones by the Company and not previously vested or exercised are
hereby terminated.

         9. FUTURE COOPERATION. Jones further agrees that, at any time in the
future, he will cooperate fully with the Company and with the Company's counsel
in connection with any present or future actual or threatened litigation or
administrative proceedings involving the Releasees (as defined below) relating
to events or conduct occurring (or claimed to have occurred) during the period
of his employment or related to his employment with the Company. This
undertaking includes making himself reasonably available for interviews and
discussions with the Company's counsel as well as for depositions and trial
testimony. Jones will be reimbursed for his reasonable attorney's fees and costs
incurred by Jones in so cooperating and also all reasonable travel, telephone,
and similar expenses incurred in connection with such cooperation, which the
Company shall schedule at times not conflicting with his then prior commitments
or the reasonable requirements of any future employer.

         10. CONFIDENTIAL INFORMATION; NONDISPARAGEMENT. In consideration for
the payments and other obligations described herein, Jones agrees that:

                  (a) He will return to the Company all company credit cards,
         customer or client lists and records, policy manuals, pricing lists or
         information, business contracts, and other confidential information
         relating to the Company's marketing or distribution data; internal
         financial information; business methods, plans and efforts; personnel
         data; and courses of dealing and contracts with its actual or potential
         customers, vendors, distributors and suppliers (herein collectively
         referred to as "Confidential Information"). Jones acknowledges that all
         Confidential Information is solely the Company's property and
         constitutes the Company's trade secrets and confidential information.
         Jones agrees, represents, warrants, and covenants that he will not
         disclose, directly or indirectly, any Confidential Information to any
         person, firm, company, or entity; and

                  (b) He will refrain publicly from making any disparaging or
         other negative comments or statements with respect to the Company.

         11. RELEASE BY JONES. Jones understands and acknowledges that, except
as expressly stated in this Agreement, Jones shall not be entitled to any other
benefits (including unused or earned vacation days), bonuses, payments or
compensation of any kind at any time after the date hereof. Jones agrees that
(i) the Company has not breached any oral or written employment or


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other agreement which may have existed between Jones and the Company with
respect to any aspect of Jones' employment by, or separation of employment from,
the Company or with respect to any other matter whatsoever as of the time of
execution of this Agreement, and (ii) the Company has not violated any law,
statute, rule, regulation, or ordinance of the United States or of any State or
political subdivision thereof, with respect to any aspect of Jones' employment
by, or separation of employment from, the Company as of the time of execution of
this Agreement. In addition, Jones does, both for himself and for his heirs
dependents, successors, assigns, heirs, executors, and administrators, release
and forever discharge the Company, its successors and assigns, and its officers,
directors, agents, employees, shareholders, subsidiaries, and related or
affiliated companies ("Releasees") from any and all claims, demands, damages,
actions, and causes of action whatsoever (including claims for attorneys' fees)
("Claims") which he now has or may have in the future against the Releasees
arising from or in any way related to his employment with the Company and/or its
affiliates, including, but not limited to, claims for severance or other
termination pay and benefits; breach of contract; wrongful discharge; claims
under Title VII of the Civil Rights Act of 1964, which prohibits discrimination
in employment based on race, color, national origin, religion or sex or
retaliation against someone who makes a claim of discrimination; the Americans
With Disabilities Act; the Equal Pay Act, which prohibits paying men and women
unequal pay for equal work; the Tennessee Human Rights Act; claims under the Age
Discrimination in Employment Act of 1967, which prohibits discrimination in
employment based on age; or any other federal, state or local laws or
regulations prohibiting employment discrimination. This does not mean that the
Releasees admit to any violation of law, liability, or invasion of any of Jones'
rights. In fact, any such violation, liability, or invasion is expressly denied.
Jones is not releasing the Company for any Claims arising out of the
non-performance of any obligation of the Company under this Agreement or from
any claim under the Age Discrimination in Employment Act which arises after the
date of this Agreement; provided that nothing contained in this paragraph shall
be deemed to release the Company from its obligations under this Agreement.

         12. ACKNOWLEDGEMENT; REVIEW PERIOD; REVOCATION. JONES ACKNOWLEDGES AND
UNDERSTANDS THAT:

         (A) He has been advised by the Company to consult with legal counsel of
his choice prior to executing this Agreement and the general release provided
for, and has had an opportunity to consult with and been advised by legal
counsel of his choice, fully understands the terms of this Agreement, and enters
into this Agreement freely and voluntarily and intending to be bound;

         (B) He has been given a period of twenty-one (21) days to review and
consider the terms of this Agreement prior to executing it and that he may use
as much of that such twenty-one (21) day period as he desires; and

         (C) He has seven (7) days after signing this Agreement in which to
change his mind. This Agreement will not take effect, and neither party will
have any obligation to do any of the things provided for in this Agreement until
those seven (7) days have passed. To revoke this Agreement, Jones must state
that intention in writing and deliver that writing to the Company on or before
the seventh (7th) day. If he revokes this Agreement, Jones understands



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that it will be ineffective, and neither party will have any obligation to do
any of the things provided for in this Agreement.

         13. NOTICE. All notices required to be given by this Agreement shall be
in writing and may be delivered personally (which notice shall be deemed to have
been received upon delivery to the addressee at the address appearing below), or
by Federal Express or other nationally recognized overnight courier guaranteeing
overnight delivery (which notice shall be deemed to have been received on the
date of delivery to the addressee at the address appearing below), or by
telecopy facsimile electronic confirmation of transmission with original to
follow by United States mail, postage prepaid (which notice shall be deemed to
have been received by the addressee on the next Business Day following the date
of transmission to the telecopy facsimile number appearing below). The term
"Business Day" as used herein shall mean every day except Saturdays, Sundays,
and national holidays. Notice must be in writing and must be delivered to the
addressee at the address appearing below (or if sent by telecopy facsimile, to
the telecopy facsimile number appearing below).

         Notice to the Company:

                  Gaylord Entertainment Company
                  One Gaylord Drive
                  Nashville, Tennessee  37214
                  Attention:  General Counsel
                  Telecopy Facsimile No. 615 316-6544

         Notice to Jones:

                  Dave Jones
                  4 Castle Rising
                  Nashville, Tennessee 37215
                  Telecopy Facsimile No. 615 665-2830

         14. ATTORNEYS' FEES. In the event that any dispute or litigation arises
between the parties regarding this Agreement, the prevailing party shall be
entitled to recover from the other party, and shall be awarded judgment against
such other party, for reasonable attorneys' fees and expenses incurred by the
prevailing party in such dispute or litigation.

         15. BINDING AGREEMENT. This Agreement shall be binding upon Jones and
the Company and upon their respective heirs, administrators, representatives,
executors, successors and assigns, and shall inure to the benefit of the Company
and its agents and affiliates, and to their heirs, administrators,
representatives, executors, successors and assigns.

         16. CHOICE OF LAW; CONSTRUCTION; VENUE. This Agreement is made and
entered into in the State of Tennessee and shall, in all respects, be
interpreted, enforced and governed under the laws of said State. The language of
all parts of this Agreement shall, in all cases, be construed as a whole,
according to its fair meaning, and not strictly for or against any of the
parties. Any action to enforce the Agreement shall be heard in the courts of
Davidson County, Tennessee.



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         17. ENTIRE AGREEMENT; AMENDMENT. This Agreement sets forth the entire
agreement between the parties hereto and fully supersedes any and all prior
agreements or understandings between the parties hereto pertaining to the
subject matter hereof. Any amendment, waiver, or modification of this Agreement
shall be effective only if in writing and signed by both the parties. If any
part of this Agreement is found to be invalid, the parties agree that the
remainder of the Agreement shall remain effective and enforceable.

         IN WITNESS WHEREOF, Jones and the Company have executed this Agreement
as of the date first set forth above.

                                     GAYLORD ENTERTAINMENT COMPANY


                                     By:  /s/ Rod Connor
                                          -------------------------------------
                                          Rod Connor, Senior Vice President and
                                          Chief Administrative Officer


                                     DAVE JONES

                                     /s/ Dave Jones
                                     ----------------------------------
                                     Dave Jones

STATE OF TENNESSEE         ]
                           ]
COUNTY OF DAVIDSON         ]

         On this the 20th day of November, 2001, David B. Jones, to me
personally known, came before me and executed this Agreement as his free act and
deed.

                                                /s/ Ruth A. Wortylko
                                                --------------------------------
                                                Notary Public

My Commission Expires: 7/24/01
                      ----------------------



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STATE OF TENNESSEE                  )
COUNTY OF DAVIDSON                  )

         Before me, Ruth A. Wortylko, a Notary Public of said County and State,
personally appeared Rod Connor, with whom I am personally acquainted (or proved
to me on the basis of satisfactory evidence), and who, upon oath, acknowledged
himself to be Senior Vice President (or other officer authorized to execute the
instrument) of GAYLORD ENTERTAINMENT COMPANY, the within named bargainor, a
Delaware corporation, and that he as such Senior Vice President executed the
foregoing instrument for the purposes therein contained, by personally signing
the name of the corporation by himself as Senior Vice President.

         Witness my hand and seal, at Office in Nashville, Tennessee, this 20th
day of November, 2001.



                                                 /s/ Ruth A. Wortylko
                                                 -------------------------------
                                                 Notary Public

My Commission Expires: 7/24/04
                      ----------------------





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