NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is dated as of
the day of 199 , between Golf Trust of America, Inc., a Maryland
corporation (the "Corporation"), and (the "Optionee").
W I T N E S S E T H
WHEREAS, pursuant to the Corporation's 1997 Stock-Based Incentive Plan (the
"Plan"), the Corporation has granted to the Optionee effective as of the day
of , 19 (the "Award Date") a nonqualified stock option to purchase all
or any part of authorized but unissued or treasury shares of Common
Stock, $0.01 par value, of the Corporation upon the terms and conditions set
forth herein and in the Plan.
NOW, THEREFORE, in consideration of the mutual promises and covenants made
herein and the mutual benefits to be derived herefrom, the parties agree as
follows:
1. DEFINED TERMS. Capitalized terms used herein and not otherwise defined
herein shall have the meaning assigned to such terms in the Plan.
2. GRANT OF OPTION. This Agreement evidences the Corporation's grant to
the Optionee of the right and option to purchase, on the terms and conditions
set forth herein and in the Plan, all or any part of an aggregate of
shares of the Common Stock at the price of $ per share (the "Option"),
exercisable from time to time, subject to the provisions of this Agreement and
the Plan, prior to the close of business on the day before the tenth anniversary
of the Award Date (the "Expiration Date").
3. EXERCISABILITY OF OPTION. Subject to the provisions for accelerated
exercisability contained in any employment agreement between the Optionee and
the Corporation, as the same may be amended and/or restated from time to time:
(a) except as earlier permitted by or pursuant to the Plan or by
resolution of the Committee adopted AFTER the date hereof, no shares may be
purchased by exercise of the Option until the expiration of six months after
the Award Date; and
(b) the Option may be exercised in installments as to % of the
aggregate number of shares set forth in Section 2 hereof (subject to
adjustment) on and after the first anniversary of the Award Date and as to
an additional % of such aggregate number of such shares (subject to
adjustment) on each of the second, , and anniversaries of the Award
Date.
To the extent the Optionee does not in any year purchase all or any part of
the shares to which the Optionee is entitled, the Optionee has the right
cumulatively thereafter to purchase any shares not so purchased and such right
shall continue until the Option terminates or expires. Fractional share
interests shall be disregarded, but may be cumulated. No fewer than 100 shares
may be purchased at any one time, unless the number purchased is the total
number at the time available for purchase under the Option.
4. METHOD OF EXERCISE OF OPTION. The Option shall be exercisable by the
delivery to the Corporation of a written notice stating the number of shares to
be purchased pursuant to the Option and accompanied by payment made in
accordance with and in a form permitted by the Plan and reasonably acceptable to
the Committee for the full purchase price of the shares to be purchased, subject
to such further limitations and rules or procedures as the Committee may from
time to time establish as to any non-cash payment and as to the tax withholding
requirements of Section 6.5 of the Plan. Shares delivered in payment of the
exercise price must have been owned by Optionee for at least six months prior to
the exercise. In addition, the Optionee (or the Optionee's Beneficiary or
Personal Representative) shall furnish any written statements required pursuant
to the Plan.
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5. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH; CHANGE IN SUBSIDIARY
STATUS. The Option and all other rights hereunder, to the extent not exercised,
shall terminate and become null and void at such time as the Optionee ceases to
be employed by either the Corporation or any subsidiary, except that
(a) if the Optionee terminates by reason other than by death or
permanent disability (as defined in subsection (b) below), the Optionee may
at any time within a period of one year after such termination exercise the
Option to the extent the Option was exercisable at the date of such
termination;
(b) if the Optionee terminates by reason of becoming permanently
disabled (within the meaning of Code Section 22(e)(3) or as otherwise
defined by the Committee), or if the Optionee becomes permanently disabled
within three months after a termination described in subsection (a), then
the Option may be exercised within a period of one year after the Optionee
becomes permanently disabled (or, if earlier, the Optionee's termination
from employment), to the extent that the Option was exercisable on such
date; and
(c) if the Optionee dies prior to a termination of employment, or within
three months after a termination of employment under subsection (a) or (b)
above, then the Option may be exercised within a period of one year after
the Optionee's termination from employment, to the extent that the Option
was exercisable on such date;
provided, however, that in no event may the Option be exercised by anyone under
this Section or otherwise after the Expiration Date. If Optionee is employed by
an entity which ceases to be a Subsidiary, such event shall be deemed for
purposes of this Section 5 to be a termination of employment described in
subsection (a) in respect of Optionee. Absence from work caused by military
service or authorized sick leave shall not be considered as a termination of
employment for purposes of this Section.
6. [Intentionally Omitted].
7. NON-TRANSFERABILITY OF OPTION. The Option and any other rights of the
Optionee under this Agreement or the Plan are nontransferable as provided (and
except as provided) in Section 1.9 of the Plan.
8. NOTICES. Any notice to be given under the terms of this Agreement shall
be in writing and addressed to the Corporation at its principal office located
at 14 North Adger's Wharf; Charleston, South Carolina 29401, to the attention of
the Chief Financial Officer and to the Optionee at the address given beneath the
Optionee's signature hereto, or at such other address as either party may
hereafter designate in writing to the other.
9. PLAN. The Option and all rights of Optionee thereunder are subject to,
and the Optionee agrees to be bound by, all of the terms and conditions of the
provisions of the Plan, incorporated herein by this reference, to the extent
such provisions are applicable to options granted to Eligible Persons. In the
event of any conflict between the terms of the Plan and the terms of this
Agreement, the terms of the Plan shall govern the Option granted hereby. The
Optionee acknowledges receipt of a copy of the Plan, which is made a part hereof
by this reference, and agrees to be bound by the terms thereof. Unless otherwise
expressly provided in other Sections of this Agreement, provisions of the Plan
that confer discretionary authority on the Committee do not (and shall not be
deemed to) create any rights in the Optionee unless such rights are expressly
set forth herein or are otherwise in the sole discretion of the Committee so
conferred by appropriate action of the Committee under the Plan after the date
hereof.
10. NOTICE OF DISPOSITION. The Optionee agrees to notify the Corporation
of any sale or other disposition of any shares of Common Stock received upon
exercise of the Option, if such sale or disposition occurs within two years
after the Award Date or within one year after the date of such exercise.
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IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed
on its behalf by a duly authorized officer and the Optionee has hereunto set his
hand.
GOLF TRUST OF AMERICA, INC.,
a Maryland corporation
By
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Title
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OPTIONEE
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(Signature)
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(Print Name)
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(Address)
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(City, State, Zip Code)
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CONSENT OF SPOUSE
In consideration of the execution of the foregoing Nonqualified Stock Option
Agreement by , I, , the spouse of the
Optionee herein named, do hereby join with my spouse in executing the foregoing
Nonqualified Stock Option Agreement and do hereby agree to be bound by all of
the terms and provisions thereof and of the Plan.
DATED: , 19 . --------------------------------------
Signature of Spouse
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