Employment Agreement (2002)Full Document 

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                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "AGREEMENT"), made this       day of
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      , 2002, is entered into by GOTHAM GOLF PARTNERS, L.P., a Delaware limited
partnership with its principal place of business at 575 East Chocolate Avenue,
Hershey, Pennsylvania 17033 (the "PARTNERSHIP"), GOTHAM GOLF CORP., a Delaware
corporation with its principal place of business at 575 East Chocolate Avenue,
Hershey, Pennsylvania 17033 ("GGC"), and JOHN CAPORALETTI, residing at
                     (the "EMPLOYEE").
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         WHEREAS, the Partnership has employed the Employee under the terms of
an Employment Agreement dated January 1, 1999 (the "PRIOR AGREEMENT");

         WHEREAS, the Partnership and the Employee have agreed to enter into
this new Employment Agreement (the "AGREEMENT"), which shall replace and
supersede the Prior Agreement in all respects, effective as of the Effective
Date (as defined in the Agreement and Plan of Merger and Contribution, dated as
of February 13, 2002, as amended (the "MERGER AGREEMENT"), by and among First
Union Real Estate Equity and Mortgage Investments, an Ohio business trust, that
certain Ohio trust, declared as of October 1, 1996, by Adolph Posnick, trustee,
First Union Management, Inc., a Delaware corporation, the Partnership, GGC, GGC
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of GGC,
Florida Golf Properties, Inc., a Florida corporation and the sole general
partner of the Partnership, and Florida Golf Associates, L.P., a Virginia
limited partnership); capitalized terms used but not defined herein shall have
the meaning ascribed to them in the Merger Agreement;

         WHEREAS, the Partnership desires to continue to employ the Employee,
and the Employee desires to continue to be employed by the Partnership on the
terms and conditions of the Agreement; and

         WHEREAS, GGC desires to employ the Employee, and the Employee desires
to be employed by GGC on the terms and conditions of the Agreement.

         NOW, THEREFORE, in consideration of the premises, mutual covenants,
agreements and promises contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, and intending to be legally bound hereby, the parties agree
as follows:

     1. Term of Employment. The GGC and the Partnership hereby agree to employ
the Employee, and the Employee hereby accepts employment with GGC and the
Partnership, upon the terms set forth in this Agreement, for the period
commencing on the date hereof (the Effective Date of the Merger) (the
"COMMENCEMENT DATE") and ending on the expiration of the Term of this Agreement
(as defined below), unless sooner terminated in accordance with the provisions
of Section 4 (the "EMPLOYMENT PERIOD"). Each 12-month period ending on the
anniversary of the Commencement Date is referred to herein as an "EMPLOYMENT
YEAR." The "TERM OF THIS AGREEMENT" shall initially be the period beginning on
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the Commencement Date and ending on the fifth (5th) anniversary thereof. The
Employee's employment by GGC shall cease upon the Employee's termination of
employment with the Partnership pursuant to Section 4.


     2. Title; Capacity. The Employee shall serve as President and Chief
Operating Officer of the Partnership and President and Chief Operating Officer
of GGC. The Employee shall be based at the Partnership's headquarters at 575
East Chocolate Avenue, Hershey, Pennsylvania 17033. The Employee shall be
subject to the supervision of, and shall have such authority as is delegated to
him by, the Executive Committee of the Partnership and the Executive Committee
of GGC.

         The Employee hereby accepts such employment and agrees to undertake the
duties and responsibilities inherent in such positions. The Employee agrees to
devote his entire business time, attention and energies to the business and
interests of the Partnership and GGC during the Employment Period.

     3. Compensation and Benefits.

     3.1 Salary. The Partnership shall pay the Employee, in monthly
installments, an annual base salary (the "BASE SALARY") of Three Hundred
Thousand Dollars ($300,000), in accordance with the Partnership payroll
policies, for each Employment Year during the Term of this Agreement. The
Employee's Base Salary shall be increased annually by a percentage equal to the
CPI (as defined below) during the full calendar year preceding such Employment
Year. "CPI" shall mean the Consumer Price Ind
D.C. metropolitan area published by the U.S. Bureau of Labor Statistics.

     3.2 Fringe Benefits. The Employee shall be entitled to four (4) weeks of
paid vacation during each Employment Year in accordance with the Partnership's
vacation policy. The Employee shall be entitled to the benefits indicated on
Schedule A to this Agreement, as well as such other benefits as the Partnership
establishes and makes available to all of its employees.

     3.3 Reimbursement of Expenses. The Partnership shall reimburse the Employee
for all reasonable travel, entertainment and other expenses incurred or paid by
the Employee in connection with, or related to, the performance of his duties,

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