X0303 4/A 2010-09-03 2010-09-08 0 0001040829 GAYLORD ENTERTAINMENT CO /DE GET 0001209207 TODD CARTER R ONE GAYLORD DRIVE NASHVILLE TN 37214 0 1 0 0 EVP, General Counsel & Sec. Common Stock 2010-09-03 4 M 0 5000 0.00 A 5000 D Common Stock 2010-09-03 4 F 0 1323 29.21 D 3677 D Restricted Stock Units 29.21 2010-09-03 4 A 0 5000 0.00 A 2012-12-31 Common Stock 5000 5000 D On September 3, 2010 the Company and Mr. Todd amended the terms of the performance-based RSUs granted on February 4, 2008 and previously reported on Form 4. As amended, the RSUs vest as follows: 25% of the RSUs vested on the date of amendment; some, all or none of the remaining 75% of the RSUs will vest on February 4, 2012 based on the extent to which the performance criteria specified in the award agreement are satisfied (consistent with the original terms of the award agreements); and 25% of the RSUs will vest on December 31, 2012 provided that the reporting person remains employed by the Company on such date (unless vested earlier on February 4, 2012 to the extent performance criteria are satisfied). The Shares shown here represent the RSUs which vested on the date of the amendment. Does not include 15,000 shares of common stock issuable upon the vesting of performance-based restricted stock units granted on February 4, 2008 (the terms of which were amended on September 3, 2010)as described in Footnote(1)above. Does not include 10,000 shares of common stock issuable upon the vesting of time-based restricted stock units granted on February 3, 2010. Represents shares withheld to satisfy the reporting person's tax withholding obligation with respect to the shares issued upon the vesting of the restricted stock units on September 3, 2010. Carter R. Todd 2010-09-10