Employment Agreement (2002)Full Document 

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                              EMPLOYMENT AGREEMENT

                  THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this ______
day of _____, 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 R. DANIEL MAYS, residing at
_______________________ (the "Employee").

                  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 Partnership hereby agrees to employ the
Employee, and the Employee hereby accepts employment with 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 the Commencement Date
and ending on the fourth (4th) anniversary thereof. The Employee's employment by
GGC shall cease upon the Employee's termination of employment with the
Partnership pursuant to Section 4.

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         2.       Title; Capacity. The Employee shall serve as Chief Executive
Officer of the Partnership and Chief Executive 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 $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 Index -- all items for the Washington, 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 in 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, responsibilities or services under this Agreement
(collectively, the "Expenses"), upon presentation by the Employee of
documentation, expense statements, vouchers and/or such other supporting
information as the Partnership may reasonably request. This reimbursement of

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