Exhibit 10.2


 


GENERAL RELEASE


 


THIS GENERAL RELEASE (this
“Release”) is dated as of August
29, 2003, by and between Golf Trust of America, Inc., a Maryland corporation
(the “Company”),
and Scott D. Peters, an individual (the “Executive”).


 


THE COMPANY AND THE
EXECUTIVE ENTER THIS RELEASE on the basis of the
following facts, understandings and intentions:


 


A.                                   The
Executive has been an executive of the Company employed under that certain
Employment Agreement dated as of February 7, 1997, as amended and restated as
of July 25, 1997, and as further amended and restated as of November 8, 1999
(the “Original
Agreement”), which employment commenced on the date of the closing
of the Company’s initial public offering on February 12, 1997.


 


B.                                     The
Executive and the Company agreed to amend the Original Agreement pursuant to an
agreement dated February 25, 2001 (the “February 25, 2001 Agreement”).


 


C.                                     As
a result of certain changed circumstances of the Company since the execution of
the February 25, 2001 Agreement, and the Company’s desire to retain the
Executive as a full-time employee on an interim basis and, thereafter,
transition the Executive to a modified schedule, the Company and the Executive
entered into that certain Fourth Amended and Restated Employment Agreement
dated as of August 29, 2003 (the “Current
Employment Agreement”).


 


D.                                    
In consideration for the Company entering into the Current Employment
Agreement, the Executive agreed to execute and deliver a full release of the
Company (and its affiliates), and the Company and the Executive now desire to
enter into such full release.


 


NOW, THEREFORE,
in consideration of the mutual covenants contained in the Current Employment
Agreement and contained herein, the Company and the Executive agree as follows:


 


1.                                       Releases;
Claims.  The Executive, on behalf of
himself and his spouse, heirs, assigns, executors, administrators,
representatives and/or estate, hereby irrevocably and unconditionally releases,
acquits and forever discharges the Company, its subsidiaries, divisions and
related or affiliated entities, and each of their respective predecessors,
successors or assigns, and the officers, directors, partners, stockholders,
shareholders, equity holders, representatives, employees and agents of each of
the foregoing (collectively, the “Releasees”),
from any and all charges, complaints, claims, liabilities, obligations,
promises, agreements, controversies, damages, actions, causes of action, suits,
rights, demands, costs, losses, debts and expenses, (including, without limitation,
attorneys’ fees and costs actually incurred), known or unknown, that directly
or indirectly arise out of, relate to or concern the Executive’s employment
with the Company on or prior to the date of this Release (collectively, the “Claims”), which the Executive has, owns or
holds, or at any time heretofore has owned or held against the Releasees,
including, without limitation, express or implied, all Claims for: breach of
express or implied contract; promissory estoppel, fraud, deceit or misrepresentation;
intentional, reckless or negligent infliction of emotional distress; breach of
any express or implied covenant of 


 

















 


employment, including the
covenant of good faith and fair dealing; interference with contractual or
advantageous relations; discrimination on any basis under federal, state or
local law, including without limitation, Title VII of the Civil Rights Act of
1964, as amended, the Americans with Disabilities Act, as amended, the Age
Discrimination in Employment Act, as amended, the California Fair Employment
and Housing Act, Cal. Gov’t. Code §§ 12940, et seq., as amended, and all other
similar laws of other states; and all claims for defamation or damaged
reputation; excepting only those liabilities (if any) to the Executive
which the Company may incur by failing to perform a material obligation under
the Current Employment Agreement.


 


2.                                       California
Code.  This Release shall be
effective as a bar to each and every Claim stated in Section 1 above.
Accordingly, the Executive expressly waives any and all rights and benefits
conferred by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE, which
states:


 


A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.


 


The Executive
acknowledges that the Executive may hereafter discover claims or facts in
addition to or different from those which the Executive now knows or believes
to exist with respect to the subject matter of this Release and which, if known
or suspected at the time of executing this Release, may have materially
affected its terms.  Nevertheless, the
Executive hereby waives any rights, claims or causes of action that might arise
as a result of such different or additional claims or facts, excepting only
those liabilities (if any) to the Executive which the Company may incur by
failing to perform a material obligation under the Current Employment
Agreement.


 


3.                                       No
Complaints.  The Executive
represents and warrants that the Executive has not filed any complaints or
charges asserting any Claims against the Releasees with any local, state or
federal agency or court.  The Executive
further represents and warrants that the Executive has not assigned or
transferred to any person or entity any Claims or any part or portion thereof.


 


4.                                       No
Claims.  The Executive agrees that
the Executive shall not hereafter pursue any Claim against any Releasee by
filing a lawsuit in any local, state or federal court for or on account of
anything which has occurred up to the present time; provided, however,
that nothing in this Section 4 shall be deemed to release the Company from any
claims that the Executive may have against the Company in the future which
accrue after the date of the Current Employment Agreement based upon a material
default thereunder by the Company.


 


5.                                       General.


 


5.1                                 Severability.  The invalidity or unenforceability of any
provision or provisions of this Release shall not affect the validity or
enforceability of any other provision of this Release or any provision of the
Current Employment Agreement, which shall remain in full force and effect.


 


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5.2                                 Assignment.  This Release may not be assigned by the
Executive, but may be assigned by the Company to any successor to its business
and will inure to the benefit of any such successor.


 


5.3                                 Counterparts.  This Release may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 


5.4                                 Headings.  The headings contained herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Release.


 


5.5                                 Choice
of Law; Consent to Jurisdiction. 
This Release shall be construed, interpreted and the rights of the
parties determined in accordance with the laws of the State of South Carolina
(without reference to the choice of law provisions of the State of South
Carolina), except with respect to matters of law concerning the internal
corporate affairs of any corporate entity which is a party to or the subject of
this Release, and as to those matters the law of the jurisdiction under which
the respective entity derives its powers shall govern and except as provided in
Section 2 hereof.  Each of the parties
agree to submit to the exclusive jurisdiction of the federal and state courts
of the State of South Carolina with respect to the interpretation of this
Release or for the purposes of any action arising out of or relating to this
Release.


 


5.6                                 WAIVER
OF JURY TRIAL.  TO THE EXTENT
APPLICABLE, EACH OF THE PARTIES TO THIS RELEASE HEREBY AGREES TO WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS RELEASE OR ANY DEALINGS BETWEEN THEM RELATING TO THE
SUBJECT MATTER OF THIS RELEASE.


 


5.7                                 Executive’s
Acknowledgment.  The Executive
acknowledges (a) that the Executive has had the opportunity to consult with
independent counsel of the Executive’s own choice concerning this Release, and
(b) that the Executive has read and understands the Release, is fully aware of
its legal effect, and has entered into it freely based on the Executive’s own
judgment.


 


[Signature page follows.]


 


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IN WITNESS WHEREOF,
the parties have executed this Release as of the date and year first written
above.


 


	
   

  	
  “COMPANY”

  
	
   

  	
   

  
	
   

  	
  GOLF TRUST OF AMERICA, INC.,
  a Maryland

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Bradley Blair, II

  	
   

  
	
   

  	
   

  	
  W. Bradley Blair, II

  
	
   

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “EXECUTIVE”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Scott D. Peters

  	
   

  
	
   

  	
   

  	
  SCOTT D. PETERS

  



 


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