GOLF TRUST OF AMERICA, INC.
RESTRICTED STOCK AWARD AGREEMENT
1997 STOCK-BASED INCENTIVE PLAN
[EMPLOYEE NAME]
[NUMBER OF SHARES OF RESTRICTED STOCK]
THIS RESTRICTED STOCK AWARD AGREEMENT (this "Award Agreement") is
dated as of the _____ day of _____________, 19__, between GOLF TRUST OF AMERICA,
INC., a Maryland corporation (the "Corporation") and _________________ (the
"Employee").
The Compensation Committee of the Board of Directors of the
Corporation (the "Committee") on behalf of the Corporation has granted to the
Employee as of the date first above written (the "Award Date") a restricted
stock award (the "Restricted Stock Award" or "Award") under Section 4 of the
Golf Trust of America, Inc. 1997 Stock-Based Incentive Plan (the "Plan"), upon
the terms and conditions set forth herein.
In consideration of services rendered and to be rendered by the
Employee and the mutual promises made herein and the mutual benefits to be
derived therefrom, the parties agree as follows:
1. GENERAL TERMS. The Award and this Award Agreement are subject to, and
the Corporation and the Employee agree to be bound by, the terms and conditions
of the Plan and the General Provisions Applicable to Restricted Stock Awards
Granted Under the Plan, adopted by the Committee in September, 1997 pursuant to
the Plan (the "General Provisions"). The Plan and the General Provisions are
incorporated herein by this reference. The Employee acknowledges receiving a
copy of the Plan and General Provisions and reading their provisions.
Capitalized terms not otherwise defined herein or in the General Provisions
shall have the meaning assigned to such terms in the Plan.
2. PURCHASE AND SALE OF STOCK. Subject to the terms and conditions of
this Award Agreement, the Corporation hereby agrees to sell to the Employee and
the Employee agrees to purchase from the Corporation, ________ shares of the
Corporation's common stock, subject to adjustments under Section 6.2 of the Plan
(the "Restricted Shares"), which stock shall be subject to restrictions pursuant
to the Plan, at a price of $0.01 per share, for an aggregate purchase price of
$________. The purchase payment for the Restricted Stock shall be paid by check
in the full amount of $________. The Restricted Stock shall be subject to the
following vesting schedule:
The Award shall vest and restrictions (other than those set forth in
Section 9 of the General Provisions
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(Compliance)) relating to such vested shares shall lapse, in four equal
installments on the close of business of each of the days that are the
one-year, the two-year, the three-year and the four-year anniversary,
respectively, of the Award Date, PROVIDED that at each such vesting date
the Employee remains then employed by the Company, unless (i) the Award has
earlier vested or has been accelerated, as provided in the Section 3
(Termination), Section 4 (Retirement), Section 5 (Disability or Death), or
Section 8 (Adjustments) of the General Provisions, or has been otherwise
accelerated pursuant to the Plan, or (ii) the Committee has taken other
action with respect to the Award pursuant to Section 6.2 or 6.3 of the
Plan.
The Corporation acknowledges receipt of any required consideration for such
shares in accordance with the terms of the Plan. Employee hereby redelivers the
Restricted Stock to the Corporation to be held by it pursuant to the terms
hereof.
3. LEGENDS. All certificates representing any shares of Restricted Stock
of the Corporation subject to the provisions of this Agreement shall have
endorsed thereon the following legends:
(a) "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AND RIGHTS OF FIRST
REFUSAL AS SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED
HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION."
(b) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER
SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED."
(c) Any legend required to be placed thereon by the (State
Commissioner of Corporations). In the event the (State Commissioner of
Corporations) in the future requires imposition of any additional legends on any
Shares of the Restricted Stock as a condition to the issuance of future permits
or orders, Purchaser agrees to present all certificates representing any Shares
of the Restricted Stock for endorsement of any such legend.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF EMPLOYEE. Employee
hereby agrees, represents, warrants and covenants to the Corporation as follows:
(a) PURCHASE ENTIRELY FOR OWN ACCOUNT. I represent and warrant that
I am purchasing the Securities solely for my own account for investment and not
with a view to or for sale or distribution of the Securities or any portion
thereof and not
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with any present intention of selling, offering to sell or otherwise disposing
of or distributing the Securities or any portion thereof in any transaction
other than a transaction exempt from registration under the Securities Act of
1933, as amended (the "Act"). I also represent that the entire legal and
beneficial interest of the Securities I am purchasing is being purchased for,
and will be held for the account of, Purchaser only and neither in whole nor in
part for any other person.
(b) INFORMATION CONCERNING CORPORATION. I represent and warrant that
I have heretofore discussed the Corporation and its plans, operations and
financial condition with its officers and that I have heretofore received all
such information as I deem necessary and appropriate to enable me to evaluate
the financial risk inherent in making an investment in the securities of the
Corporation and I further represent and warrant that I have received
satisfactory and complete information concerning the business and financial
condition of the Corporation in response to all inquiries in respect thereof.
(c) ECONOMIC RISK. I represent and warrant that I realize that my
purchase of the securities will be a highly speculative investment and that I
am able, without impairing my financial condition, to hold the securities for an
indefinite period of time and to suffer a complete loss on my investment.
(d) RESTRICTED SECURITIES. I represent and warrant that the
Corporation has disclosed to me in writing:
(i) the sale of the securities which I am purchasing has not
been registered under the Securities Act of 1933, as amended (the "Act"),
and the securities must be held indefinitely unless subsequently registered
under the Act or an exemption from such registration is available;
(ii) in any event, during the period ending on the later of
(i) nine months from the date of sale of the Securities to me and (ii) nine
months from the date of any other sale by the Corporation of any of its
common stock or any similar security which might be deemed to be part of
the same issue as the sale of Securities to me, any resale or other
transfer of the Securities by me may be made only to persons resident
within the State of South Carolina;
(iii) the share certificates representing the Securities will be
stamped with the legends restricting transfer specified in this Award
Agreement; and
(iv) the Corporation will make a notation in its records of the
aforementioned restrictions on transfer and legends.
(e) DISPOSITION UNDER RULE 144. I represent and warrant that I
understand that the Securities are restricted securities within the meaning of
Rule 144 promulgated under the
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Act; that the exemption from registration under Rule 144 will not be available
in any event for at least two years from the date of purchase and payment of the
Securities by me and even then will not be available unless (i) a public trading
market then exists for the common stock of the Corporation, (ii) adequate
information concerning the Corporation is then available to the public, and
(iii) other terms and conditions of Rule 144 are complied with; and that any
sale of the Securities may be made by me only in limited amounts in accordance
with such terms and conditions.
(f) FURTHER LIMITATIONS ON DISPOSITION. Without in any way limiting
my representations set forth above, I further agree that I shall in no event
make any disposition of all or any portion of the Securities which I am
purchasing unless and until:
(i) There is then in effect a Registration Statement under the
Act covering such proposed disposition and such disposition is made in
accordance with said Registration Statement; or
(ii) (A) I shall have notified the Corporation of the proposed
disposition and shall have furnished the Corporation with a detailed
statement of the circumstances surrounding the proposed disposition, (B) I
shall have furnished the Corporation with an opinion of my own counsel to
the effect that such disposition will not require registration of such
shares under the Act, and (C) such opinion of my counsel shall have been
concurred in by counsel for the Corporation and the Corporation shall have
advised me of such concurrence.
5. MISCELLANEOUS.
(a) Subject to the provisions hereof and of the General Provisions
and the Plan, Employee shall, during the term of this Award Agreement, exercise
all rights and privileges of a stockholder of the Corporation with respect to
the Restricted Stock.
(b) The parties agree to execute such further instruments and to take
such further action as may reasonably be necessary to carry out the intent of
this Award Agreement.
(d) The Corporation may assign its rights and delegate its duties.
If any such assignment or delegation requires consent of the Commissioner of
Corporations, the parties agree to cooperate in requesting such consent. This
Agreement shall inure to the benefit of the successors and assigns of the
Corporation and, subject to the restrictions on transfer herein set forth, be
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binding upon Employee, his heirs, executors, administrators, successors and
assigns.
6. ARBITRATION. At the option of either party, any and all disputes or
controversies whether of law or fact and of any nature whatsoever arising from
or respecting this Award Agreement shall be decided by arbitration by the
American Arbitration Association in accordance with the rules and regulations of
that association.
The arbitrators shall be selected as follows: The Corporation and
Employee shall each select one independent, qualified arbitrator and the two
arbitrators so selected shall select the third arbitrator. The Corporation
reserves the right to object to any individual arbitrator who shall be employed
by or affiliated with a competing organization.
Arbitration shall take place at Charleston, South Carolina, or on any
other location mutually agreeable to the parties. At the request of either
party, arbitration proceedings will be conducted in the utmost secrecy; in such
case all documents, testimony and records shall be received, heard and
maintained by the arbitrators in secrecy under seal, available for the
inspection only of the Corporation or Employee and their respective attorneys
and their respective experts who shall agree in advance and in writing to
receive all such information confidentially and to maintain such information in
secrecy until such information shall become generally known. The arbitrators,
who shall act by majority vote, shall be able to decree any and all relief of an
equitable nature, including but not limited to such relief as a temporary
restraining order, a temporary and/or a permanent injunction, and shall also be
able to award damages, with or without an accounting and costs. The decree or
judgment of an award rendered by the arbitrators may be entered in any court
having jurisdiction thereof.
Reasonable notice of the time and place of arbitration shall be given
to all persons, other than the parties, as shall be required by law, in which
case such persons or those authorized representatives shall have the right to
attend and/or participate in all the arbitration hearings in such manner as the
law shall require.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written. By Employee's execution of this Agreement, employee
agrees to the terms and conditions hereof and of the Plan.
GOLF TRUST OF AMERICA, INC.,
a Maryland corporation
By
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Title
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EMPLOYEE
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(Signature)
-----------------------------
(Print Name)
-----------------------------
(Address)
-----------------------------
(City, State, Zip Code)
Instruction: Sign and complete two copies of this Agreement and return one in
the enclosed, addressed envelope to the Corporation.
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