TERMINATION OF EMPLOYMENT AGREEMENTTermination Agreement |
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This Termination of Employment (the "Agreement") is made and entered into by and between Golf Trust of America, Inc. ("GTA") and W. Bradley Blair, II ("WBB"). WHEREAS, WBB has been employed by GTA as its President and Chief Executive Officer since 1997, and WHEREAS, GTA and WBB have reached a mutual agreement regarding (i) the termination of WBB's employment effective upon (A) the approval of the termination of GTA's Plan of Liquidation and Dissolution by its stockholders at the Special Meeting of Stockholders to be held on November 8, 2007 (the "Special Meeting"), and (B) the adjournment of the Special Meeting (together, the "Termination Trigger"), and (ii) GTA's retention of WBB as a consultant post-employment, and WHEREAS, this Agreement is intended to set forth the terms and conditions of WBB's termination of employment, and to resolve all issues between the parties as to their mutual obligations. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows: 1. Termination of Employment . GTA shall continue to employ WBB in his current capacity and at his current base salary and compensation plan until the Termination Trigger. Following the Termination Trigger, WBB shall be retained as a consultant to GTA in accordance with the terms and conditions of the Consulting Agreement attached hereto as Exhibit A (the "Consulting Agreement"), such Consulting Agreement to be executed by the parties thereto immediately following the Termination Trigger. 2. Compensation . WBB shall be paid all salary and benefits through and including November 8, 2007, plus a lump sum for accrued and unused vacation time, to be paid in accordance with GTA's customary payroll practices. 3. Waiver of Notice . GTA and WBB each waive the notice requirements with respect to termination of employment set forth in that certain Second Amended and Restated Employment Agreement, dated February 25, 2001, as amended as of March 22, 2004, by and between GTA and WBB. 4. D&O Insurance . GTA hereby agrees to maintain in full force and effect, for a period of no less than ten years from the date of this Agreement, a directors' and officers' insurance policy (a "D&O Policy") with terms and conditions no less favorable than, and with coverage limits no less than, GTA's D&O Policy currently in effect, to wit, the Management Liability and Company Reimbursement Insurance Policy (with endorsements), issued by XL Specialty Insurance Company, Policy Number ELU096268-07 (the "Policy"). In addition, GTA agrees that any such D&O Policy will continue to contain a provision allowing for the purchase of an additional six years of coverage in the event of a "change of control" (as that term is defined in the Policy) and GTA hereby agrees, or agrees to cause any successor, to exercise such option to purchase additional coverage in the event of a "change of control." In the event that GTA is liquidated, dissolved or otherwise ceases to exist as a valid entity, GTA will purchase a D&O Policy to afford tail coverage for WBB effective through the date that is ten years from the date of this Agreement. GTA further agrees to defend, indemnify and exculpate WBB from causes of action, claims, demands, suits, judgments, attorney's fees and money damages to the fullest extent permitted by applicable law in the event of a breach by GTA of the covenants set forth in this paragraph 4. GTA acknowledges that Article X of its Bylaws, as currently constituted, will continue to apply to WBB. GTA acknowledges and agrees that the rights set forth in this paragraph 4 are in addition to any rights that WBB may have under the Policy or GTA's Bylaws or otherwise with respect to indemnification for actions undertaken during his service to GTA.
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