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 WILLIAM F. LEAHY, 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 date hereof
(the Effective Date (as defined in the Agreement and Plan of Merger (the "Merger
Agreement") dated as of February 12, 2002, 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
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.
2. Title; Capacity. The Employee shall serve as General Counsel of the
Partnership and General Counsel of GGC. The Employee shall be based at the
Partnership's offices at 16850 Sudley Road, Centreville, Virginia 20120. 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 $350,000, 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 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, 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