EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
THIS EMPLOYEE INCENTIVE 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
"Employee").
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 Employee effective as of the day
of , 19 (the "Award Date") an 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 Employee 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"). Such price equals the Fair Market
Value of the Corporation's Common Stock as of the Award Date. It is the intent
of the Corporation that this Option constitute an incentive stock option within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
("Code").
3. EXERCISABILITY OF OPTION. 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. 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 Employee does not in any year purchase all or any part of
the shares to which the Employee is entitled, the Employee 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. LIMITATION ON EXERCISE OF OPTION. In the event the Employee is granted
incentive stock options (whether under this Award Agreement or any other
incentive stock option agreement) and the aggregate fair market value
(determined as of the respective dates of grant of such options) of the Common
Stock with respect to which such options are first exercisable in any calendar
year exceeds $100,000, the most recently granted options shall be treated as
nonqualified stock options to the extent of the excess. In addition, in the case
of simultaneously granted options, the Corporation may, in the manner and to the
extent permitted by law, designate which shares are to be treated as stock
acquired pursuant to the exercise of an incentive stock option.
5. 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 acceptable to the
Committee
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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 Employee for at least six months prior to
the exercise. In addition, the Employee (or the Employee's Beneficiary or
Personal Representative) shall furnish any written statements required pursuant
to the Plan.
6. 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 Employee ceases to
be employed by either the Corporation or any Subsidiary, except that
(a) if the Employee terminates by reason other than by death or
permanent disability (as defined in subsection (b) below), the Employee 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 Employee 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 Employee 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 Employee
becomes permanently disabled (or, if earlier, the Employee's termination
from employment), to the extent that the Option was exercisable on such
date; and
(c) if the Employee 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 Employee'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 Employee is employed by
an entity which ceases to be a Subsidiary, such event shall be deemed for
purposes of this Section 6 to be a termination of employment described in
subsection (a) in respect of Employee. 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.
7. [Intentionally Omitted].
8. NON-TRANSFERABILITY OF OPTION. The Option and any other rights of the
Employee under this Agreement or the Plan are nontransferable as provided (and
except as provided) in Section 1.9 of the Plan.
9. 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 Employee at the address given beneath the
Employee's signature hereto, or at such other address as either party may
hereafter designate in writing to the other.
10. PLAN. The Option and all rights of Employee thereunder are subject to,
and the Employee 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 Employees. 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
Employee 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 Employee 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.
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11. NOTICE OF DISPOSITION. The Employee 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.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed
on its behalf by a duly authorized officer and the Employee has hereunto set his
or her hand.
GOLF TRUST OF AMERICA, INC.,
a Maryland corporation
By
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Title
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EMPLOYEE
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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 Incentive Stock Option
Agreement by Golf Trust of America, Inc., I, , the spouse
of the Employee herein named, do hereby join with my spouse in executing the
foregoing Incentive 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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