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                          GOLF TRUST OF AMERICA, INC.
                        1997 STOCK-BASED INCENTIVE PLAN
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                               TABLE OF CONTENTS
 
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1.         THE PLAN..................................................................................................           1
           1.1        Purpose........................................................................................           1
           1.2        Administration and Authorization; Power and Procedure..........................................           1
           1.3        Participation..................................................................................           3
           1.4        Shares Available for Awards; Share Limits......................................................           3
           1.5        Grant of Awards................................................................................           4
           1.6        Award Period...................................................................................           4
           1.7        Limitations on Exercise and Vesting of Awards..................................................           4
           1.8        Acceptance of Notes to Finance Exercise........................................................           5
           1.9        No Transferability; Limited Exception to Transfer Restrictions.................................           6
 
2.         OPTIONS...................................................................................................           7
           2.1        Grants.........................................................................................           7
           2.2        Option Price...................................................................................           7
           2.3        Limitations on Grant and Terms of Incentive Stock Options......................................           8
           2.4        Limits on 10% Holders..........................................................................           8
           2.5        Option Repricing/Cancellation and Regrant/Waiver of Restrictions...............................           9
           2.6        Effects of Termination of Employment; Termination of Subsidiary Status; Discretionary
                        Provisions...................................................................................           9
 
3.         STOCK APPRECIATION RIGHTS (INCLUDING LIMITED STOCK APPRECIATION RIGHTS)...................................
                                                                                                                               10
           3.1        Grants.........................................................................................          10
           3.2        Exercise of Stock Appreciation Rights..........................................................          11
           3.3        Payment........................................................................................          11
           3.4        Limited Stock Appreciation Rights..............................................................          12
 
4.         RESTRICTED STOCK AWARDS...................................................................................          12
           4.1        Grants.........................................................................................          12
           4.2        Restrictions...................................................................................          13
           4.3        Return to the Corporation......................................................................          13
 
5.         PERFORMANCE SHARE AWARDS AND STOCK BONUSES................................................................          13
           5.1        Grants of Performance Share Awards.............................................................          13
           5.3        Grants of Stock Bonuses........................................................................          14
           5.4        Deferred Payments..............................................................................          14
 
6.         OTHER PROVISIONS..........................................................................................          14
           6.1        Rights of Eligible Persons, Participants and Beneficiaries.....................................          14
           6.2        Adjustments; Acceleration......................................................................          15
           6.3        Effect of Termination of Employment............................................................          16
           6.4        Compliance with Laws...........................................................................          17
           6.5        Tax Withholding................................................................................          17
           6.6        Plan Amendment, Termination and Suspension.....................................................          18
           6.7        Privileges of Stock Ownership..................................................................          18
           6.8        Effective Date of the Plan.....................................................................          19
           6.9        Term of the Plan...............................................................................          19
           6.10       Governing Law/Construction/Severability........................................................          19
           6.11       Captions.......................................................................................          20
           6.12       Effect of Change of Subsidiary Status..........................................................          20
 
7.         DEFINITIONS...............................................................................................          20
           7.1        Definitions....................................................................................          20
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                          GOLF TRUST OF AMERICA, INC.
                        1997 STOCK-BASED INCENTIVE PLAN
 
1.  THE PLAN
 
    1.1  PURPOSE
 
    The purpose of this Plan is to promote the success of the Company by
providing an additional means through the grant of Awards to attract, motivate,
retain and reward key employees, including officers, whether or not directors,
of the Company with awards and incentives for high levels of individual
performance and improved financial performance of the Company. "Corporation"
means Golf Trust of America, Inc. and "Company" means the Corporation and its
Subsidiaries, collectively. These terms and other capitalized terms are defined
in Article 7.
 
    1.2 ADMINISTRATION AND AUTHORIZATION; POWER AND PROCEDURE.
 
    (a)  COMMITTEE.  This Plan shall be administered by and all Awards to
Eligible Employees shall be authorized by the Committee. Action of the Committee
with respect to the administration of this Plan shall be taken pursuant to a
majority vote or by written consent of its members.
 
    (b)  PLAN AWARDS; INTERPRETATION; POWERS OF COMMITTEE.  Subject to the
express provisions of this Plan, the Committee shall have the authority:
 
        (i) to determine from among those persons eligible the particular
    Eligible Employees who will receive any Awards;
 
        (ii) to grant Awards to Eligible Employees, determine the price at which
    securities will be offered or awarded and the amount of securities to be
    offered or awarded to any of such persons, and determine the other specific
    terms and conditions of such Awards consistent with the express limits of
    this Plan, and establish the installments (if any) in which such Awards
    shall become exercisable or shall vest, or determine that no delayed
    exercisability or vesting is required, and establish the events of
    termination or reversion of such Awards;
 
       (iii) to approve the forms of Award Agreements (which need not be
    identical either as to type of award or among Participants);
 
        (iv) to construe and interpret this Plan and any agreements defining the
    rights and obligations of the Company and Employee Participants under this
    Plan, further define the terms used in this Plan, and prescribe, amend and
    rescind rules and regulations relating to the administration of this Plan;
 
        (v) to cancel, modify, or waive the Corporation's rights with respect
    to, or modify, discontinue, suspend, or terminate any or all outstanding
    Awards held by Eligible Employees, subject to any required consent under
    Section 6.6;
 
        (vi) to accelerate or extend the exercisability or extend the term of
    any or all such outstanding Awards within the maximum ten-year term of
    Awards under Section 1.6; and
 
       (vii) to make all other determinations and take such other action as
    contemplated by this Plan or as may be necessary or advisable for the
    administration of this Plan and the effectuation of its purposes.
 
    (c)  BINDING DETERMINATIONS.  Any action taken by, or inaction of, the
Corporation, any Subsidiary, the Board or the Committee relating or pursuant to
this Plan shall be within the absolute discretion of that entity or body and
shall be conclusive and binding upon all persons. No member of the Board or
Committee, or officer of the Corporation or any Subsidiary, shall be liable for
any such action or inaction of the entity or body, of another person or, except
in circumstances involving bad faith, of himself or herself. Subject only to
compliance with the express provisions hereof, the Board and Committee may act
in their absolute discretion in matters within their authority related to this
Plan.
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    (d)  RELIANCE ON EXPERTS.  In making any determination or in taking or not
taking any action under this Plan, the Committee or the Board, as the case may
be, may obtain and may rely upon the advice of experts, including professional
advisors to the Corporation. No director, officer or agent of the Company shall
be liable for any such action or determination taken or made or omitted in good
faith.
 
    (e)  DELEGATION.  The Committee may delegate ministerial, non-discretionary
functions to individuals who are officers or employees of the Company.
 
    1.3 PARTICIPATION.
 
    Awards may be granted by the Committee only to those persons that the
Committee determines to be Eligible Persons. An Eligible Person who has been
granted an Award may, if otherwise eligible, be granted additional Awards if the
Committee shall so determine.
 
    1.4 SHARES AVAILABLE FOR AWARDS; SHARE LIMITS.
 
    (a)  SHARES AVAILABLE.  Subject to the provisions of Section 6.2, the
capital stock that may be delivered under this Plan shall be shares of the
Corporation's authorized but unissued Common Stock and any shares of its Common
Stock held as treasury shares. The shares may be delivered for any lawful
consideration.
 
    (b)  SHARE LIMITS.  The maximum number of shares of Common Stock that may be
delivered pursuant to Awards granted to Eligible Persons under this Plan shall
not exceed 600,000 shares (the "SHARE LIMIT"). The maximum number of shares of
Common Stock that may be delivered pursuant to options qualified as Incentive
Stock Options granted under this Plan is 600,000 shares. Each of the two
foregoing numerical limits shall be subject to adjustment as contemplated by
this Section 1.4 and Section 6.2.
 
    (c)  CALCULATION OF AVAILABLE SHARES AND REPLENISHMENT.  Shares subject to
outstanding Awards of derivative securities (as defined in Rule 16a-1(c) under
the Exchange Act) shall be reserved for issuance. If any option or other right
to acquire shares of Common Stock under an Award shall expire or be cancelled or
terminated without having been exercised in full, or any Common Stock subject to
a Restricted Stock Award or other Award shall not vest or be delivered, the
unpurchased, unvested or undelivered shares subject thereto shall again be
available for the purposes of the Plan, subject to any applicable limitations
under Section 162(m) of the Code. If a Stock Appreciation Right or similar right
is exercised or a Performance Share Award based on the increased market value of
a specified number of shares of Common Stock is paid in shares, only the number
of shares actually issued shall be charged against the maximum amount of Common
Stock that may be delivered pursuant to Awards under this Plan and, if
applicable, such Award. If the Corporation withholds shares of Common Stock
pursuant to Section 6.5, the number of shares that would have been deliverable
with respect to an Award but that are withheld pursuant to the provisions of
Section 6.5 may in effect not be issued, and the aggregate number of shares
issuable with respect to the applicable Award and under the Plan shall not be
reduced by the number of shares withheld and such shares shall be available for
additional Awards under this Plan. To the extent a performance share award or
dividend equivalent constitutes an equity security (as this phrase is defined in
Rule 16a-1 under the Exchange Act) issued by the Corporation and is paid in
shares of Common Stock, the number of shares of Common Stock (if any) subject to
such Performance Share Award or dividend equivalent shall be charged (but in the
case of tandem or substituted Awards or dividend equivalents, without
duplication) against the maximum number of shares of Common Stock that may be
delivered pursuant to Awards under this Plan. Notwithstanding the foregoing
provisions, but subject to Section 6.10(c), Awards payable solely in cash shall
not reduce the number of shares available for Awards under this Plan and any
imputed charges to the maximum number of shares deliverable under this Plan
pursuant to Awards payable in shares or cash shall be reversed to the extent the
Awards are actually paid in cash. To the extent any shares were previously
reserved in respect of such Awards payable in cash or shares, the number of
shares not issued shall again be available for purposes of this Plan.
 
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    1.5 GRANT OF AWARDS.
 
    Subject to the express provisions of this Plan, the Committee shall
determine the number of shares of Common Stock subject to each Award, the price
(if any) to be paid for the shares or the Award and, in the case of performance
share awards, in addition to matters addressed in Section 1.2(b), the specific
objectives, goals and performance criteria (such as an increase in sales, market
value, earnings or book value over a base period, the years of service before
vesting, the relevant job classification or level of responsibility or other
factors) that further define the terms of the performance share award. Each
Award shall be evidenced by an Award Agreement signed by the Corporation and, if
required by the Committee, by the Participant. The Award Agreement shall set
forth the material terms and conditions of the Award established by the
Committee consistent with the specific provisions of this Plan.
 
    1.6 AWARD PERIOD.
 
    Each Award and all executory rights or obligations under the related Award
Agreement shall expire on such date (if any) as shall be determined by the
Committee, but in the case of Options or other rights to acquire Common Stock
not later than ten (10) years after the Award Date.
 
    1.7 LIMITATIONS ON EXERCISE AND VESTING OF AWARDS.
 
    (a)  PROVISIONS FOR EXERCISE.  Unless the Committee otherwise expressly
provides, no Award shall be exercisable or shall vest until at least six months
after the initial Award Date, and once exercisable an Award shall remain
exercisable until the expiration or earlier termination of the Award.
 
    (b)  PROCEDURE.  Any exercisable Award shall be deemed to be exercised when
the Secretary of the Corporation receives written notice of such exercise from
the Participant, together with any required payment made in accordance with
Section 2.2(a), as the case may be.
 
    (c)  FRACTIONAL SHARES/MINIMUM ISSUE.  Fractional share interests shall be
disregarded, but may be accumulated. The Committee, however, may determine in
the case of Eligible Persons that cash, other securities, or other property will
be paid or transferred in lieu of any fractional share interests. No fewer than
100 shares may be purchased on exercise of any Award at one time unless the
number purchased is the total number at the time available for purchase under
the Award.
 
    1.8 ACCEPTANCE OF NOTES TO FINANCE EXERCISE.
 
    The Corporation may, with the Committee's approval, accept one or more notes
from any Eligible Person in connection with the exercise or receipt of any
outstanding Award; provided that any such note shall be subject to the following
terms and conditions:
 
        (a) The principal of the note shall not exceed the amount required to be
    paid to the Corporation upon the exercise or receipt of one or more Awards
    under the Plan and the note shall be delivered directly to the Corporation
    in consideration of such exercise or receipt.
 
        (b) The initial term of the note shall be determined by the Committee;
    PROVIDED that the term of the note, including extensions, shall not exceed a
    period of five years.
 
        (c) The note shall provide for full recourse to the Participant and
    shall bear interest at a rate determined by the Committee but not less than
    the interest rate necessary to avoid the imputation of interest under the
    Code.
 
        (d) If the employment of the Participant terminates, the unpaid
    principal balance of the note shall become due and payable on the 10th
    business day after such termination; provided, however, that if a sale of
    such shares would cause such Participant to incur liability under Section
    16(b) of the Exchange Act, the unpaid balance shall become due and payable
    on the 10th business day after the first day on which a sale of such shares
    could have been made without incurring such liability assuming
 
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    for these purposes that there are no other transactions (or deemed
    transactions in securities of this Corporation) by the Participant
    subsequent to such termination.
 
        (e) If required by the Committee or by applicable law, the note shall be
    secured by a pledge of any shares or rights financed thereby in compliance
    with applicable law.
 
        (f) The terms, repayment provisions, and collateral release provisions
    of the note and the pledge securing the note shall conform with applicable
    rules and regulations of the Federal Reserve Board as then in effect.
 
    1.9 NO TRANSFERABILITY; LIMITED EXCEPTION TO TRANSFER RESTRICTIONS.
 
    (a)  LIMIT ON EXERCISE AND TRANSFER.  Unless otherwise expressly provided in
(or pursuant to) this Section 1.9, by applicable law and by the Award Agreement,
as the same may be amended, (i) all Awards are non-transferable and shall not be
subject in any manner to sale, transfer, anticipation, alienation, assignment,
pledge, encumbrance or charge; Awards shall be exercised only by the
Participant; and (ii) amounts payable or shares issuable pursuant to an Award
shall be delivered only to (or for the account of) the Participant.
 
    (b)  EXCEPTIONS.  The Committee may permit Awards to be exercised by and
paid only to certain persons or entities related to the Participant, including
but not limited to members of the Participant's family, charitable institutions,
or trusts or other entities whose beneficiaries or beneficial owners are members
of the Participant's family and/or charitable institutions, or to such other
persons or entities as may be approved by the Committee, pursuant to such
conditions and procedures as the Committee may establish. Any permitted transfer
shall be subject to the condition that the Committee receive evidence
satisfactory to it that the transfer is being made for estate and/or tax
planning purposes on a gratuitous or donative basis and without consideration
(other than nominal consideration). Notwithstanding the foregoing, ISOs and
Restricted Stock Awards shall be subject to any and all additional transfer
restrictions under the Code.
 
    (c)  FURTHER EXCEPTIONS TO LIMITS ON TRANSFER.  The exercise and transfer
restrictions in Section 1.9(a) shall not apply to:
 
    (i) transfers to the Corporation,
 
    (ii) the designation of a beneficiary to receive benefits in the event of
         the Participant's death or, if the Participant has died, transfers to
         or exercise by the Participant's beneficiary, or, in the absence of a
         validly designated beneficiary, transfers by will or the laws of
         descent and distribution,
 
   (iii) transfers pursuant to a QDRO order,
 
    (iv) if the Participant has suffered a disability, permitted transfers or
         exercises on behalf of the Participant by his or her legal
         representative, or
 
    (v) the authorization by the Committee of "cashless exercise" procedures
        with third parties who provide financing for the purpose of (or who
        otherwise facilitate) the exercise of Awards consistent with applicable
        laws and the express authorization of the Committee.
 
2.  OPTIONS.
 
    2.1  GRANTS.
 
    One or more Options may be granted under this Article to any Eligible
Person. Each Option granted shall be designated in the applicable Award
Agreement, by the Committee as either an Incentive Stock Option, subject to
Section 2.3, or a Non-Qualified Stock Option.
 
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    2.2 OPTION PRICE.
 
    (a)  PRICING LIMITS.  The purchase price per share of the Common Stock
covered by each Option shall be determined by the Committee at the time of the
Award, but in the case of Incentive Stock Options shall not be less than 100%
(110% in the case of a Participant described in Section 2.4) of the Fair Market
Value of the Common Stock on the date of grant and in all cases shall not be
less than the par value thereof.
 
    (b)  PAYMENT PROVISIONS.  The purchase price of any shares purchased on
exercise of an Option granted under this Article shall be paid in full at the
time of each purchase in one or a combination of the following methods: (i) in
cash or by electronic funds transfer; (ii) by check payable to the order of the
Corporation; (iii) if authorized by the Committee or specified in the applicable
Award Agreement, by a promissory note of the Participant consistent with the
requirements of Section 1.8; (iv) by notice and third party payment in such
manner as may be authorized by the Committee; or (v) by the delivery of shares
of Common Stock of the Corporation already owned by the Participant, PROVIDED,
HOWEVER, that the Committee may in its absolute discretion limit the
Participant's ability to exercise an Award by delivering such shares, and
provided further that any shares delivered which were initially acquired upon
exercise of a stock option must have been owned by the Participant at least six
months as of the date of delivery. Shares of Common Stock used to satisfy the
exercise price of an Option shall be valued at their Fair Market Value on the
date of exercise.
 
    2.3 LIMITATIONS ON GRANT AND TERMS OF INCENTIVE STOCK OPTIONS.
 
    (a)  $100,000 LIMIT.  To the extent that the aggregate "Fair Market Value"
of stock with respect to which incentive stock options first become exercisable
by a Participant in any calendar year exceeds $100,000, taking into account both
Common Stock subject to Incentive Stock Options under this Plan and stock
subject to incentive stock options under all other plans of the Company or any
parent corporation, such options shall be treated as Nonqualified Stock Options.
For this purpose, the "Fair Market Value" of the stock subject to options shall
be determined as of the date the options were awarded. In reducing the number of
options treated as incentive stock options to meet the $100,000 limit, the most
recently granted options shall be reduced first. To the extent a reduction of
simultaneously granted options is necessary to meet the $100,000 limit, the
Committee may, in the manner and to the extent permitted by law, designate which
shares of Common Stock are to be treated as shares acquired pursuant to the
exercise of an Incentive Stock Option.
 
    (b)  OPTION PERIOD.  Each Option and all rights thereunder shall expire no
later than 10 years after the Award Date.
 
    (c)  OTHER CODE LIMITS.  Incentive Stock Options may only be granted to
Eligible Employees of the Corporation or a Subsidiary that satisfies the other
eligibility requirements of the Code. There shall be imposed in any Award
Agreement relating to Incentive Stock Options such other terms and conditions as
from time to time are required in order that the Option be an "incentive stock
option" as that term is defined in Section 422 of the Code.
 
    2.4 LIMITS ON 10% HOLDERS.
 
    No Incentive Stock Option may be granted to any person who, at the time the
Option is granted, owns (or is deemed to own under Section 424(d) of the Code)
shares of outstanding Common Stock possessing more than 10% of the total
combined voting power of all classes of stock of the Corporation, unless the
exercise price of such Option is at least 110% of the Fair Market Value of the
stock subject to the Option and such Option by its terms is not exercisable
after the expiration of five years from the date such Option is granted.
 
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    2.5 OPTION REPRICING/CANCELLATION AND REGRANT/WAIVER OF RESTRICTIONS.
 
    Subject to Section 1.4 and Section 6.6 and the specific limitations on
Awards contained in this Plan, the Committee from time to time may authorize,
generally or in specific cases only, for the benefit of any Eligible Person any
adjustment in the exercise or purchase price, the vesting schedule, the number
of shares subject to, the restrictions upon or the term of, an Award granted
under this Article by cancellation of an outstanding Award and a subsequent
regranting of an Award, by amendment, by substitution of an outstanding Award,
by waiver or by other legally valid means. Such amendment or other action may
result among other changes in an exercise or purchase price which is higher or
lower than the exercise or purchase price of the original or prior Award,
provide for a greater or lesser number of shares subject to the Award, or
provide for a longer or shorter vesting or exercise period.
 
    2.6 EFFECTS OF TERMINATION OF EMPLOYMENT; TERMINATION OF SUBSIDIARY STATUS;
        DISCRETIONARY PROVISIONS.
 
    (a)  OPTIONS--RESIGNATION OR DISMISSAL.  If the Participant's employment by
(or other service specified in the Award Agreement to) the Company terminates
for any reason (the date of such termination being referred to as the "SEVERANCE
DATE") other than Retirement, Total Disability or death, the Participant shall
have, unless otherwise provided in the Award Agreement and subject to earlier
termination pursuant to or as contemplated by Section 1.6 or 6.2, three months
after the Severance Date to exercise any Option to the extent it shall have
become exercisable on the Severance Date. The Option, to the extent not
exercisable on the Severance Date, shall terminate.
 
    (b)  OPTIONS--DEATH OR DISABILITY.  If the Participant's employment by (or
specified service to) the Company terminates as a result of Total Disability or
death, the Participant, Participant's Personal Representative or his or her
Beneficiary, as the case may be, shall have, unless otherwise provided in the
Award Agreement and subject to earlier termination pursuant to or as
contemplated by Section 1.6 or 6.2, until 12 months after the Severance Date to
exercise any Option to the extent it shall have become exercisable by the
Severance Date. Any Option to the extent not exercisable on the Severance Date
shall terminate.
 
    (c)  OPTIONS--RETIREMENT.  If the Participant's employment by (or specified
service to) the Company terminates as a result of Retirement, the Participant,
Participant's Personal Representative or his or her Beneficiary, as the case may
be, shall have, unless otherwise provided in the Award Agreement and subject to
earlier termination pursuant to or as contemplated by Section 1.6 or 6.2, until
12 months after the Severance Date to exercise any Nonqualified Stock Option
(three months after the Severance Date in the case of an Incentive Stock Option)
to the extent it shall have become exercisable by the Severance Date. The
Option, to the extent not exercisable on the Severance Date, shall terminate.
 
    (d)  CERTAIN SARS.  Any SAR granted concurrently or in tandem with an Option
shall have the same post-termination provisions and exercisability periods as
the Option to which it relates, unless the Committee otherwise provides.
 
    (e)  OTHER AWARDS.  The Committee shall establish in respect of each other
Award granted hereunder the Participant's rights and benefits (if any) in the
event of a termination of employment and in so doing may make distinctions based
upon the cause of termination and the nature of the Award.
 
    (f)  COMMITTEE DISCRETION.  Notwithstanding the foregoing provisions of this
Section 2.6, in the event of, or in anticipation of, a termination of employment
with the Company for any reason, other than discharge for cause, the Committee
may, in its discretion, increase the portion of the Participant's Award
available to the Participant, or Participant's Beneficiary or Personal
Representative, as the case may be, or, subject to the provisions of Section
1.6, extend the exercisability period upon such terms as the Committee shall
determine and expressly set forth in or by amendment to the Award Agreement.
 
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    2.7 OPTIONS AND RIGHTS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY OTHER
        CORPORATIONS.
 
    Options and Stock Appreciation Rights may be granted to Eligible Persons
under this Plan in substitution for employee stock options granted by other
entities to persons who are or who will become Eligible Persons in respect of
the Company, in connection with a distribution, merger or reorganization by or
with the granting entity or an affiliated entity, or the acquisition by the
Company, directly or indirectly, of all or a substantial part of the stock or
assets of the other entity.
 
3.  STOCK APPRECIATION RIGHTS (INCLUDING LIMITED STOCK APPRECIATION RIGHTS).
 
    3.1  GRANTS.
 
    In its discretion, the Committee may grant to any Eligible Person Stock
Appreciation Rights either concurrently with the grant of another Award or in
respect of an outstanding Award, in whole or in part, or independently of any
other Award. Any Stock Appreciation Right granted in connection with an
Incentive Stock Option shall contain such terms as may be required to comply
with the provisions of Section 422 of the Code and the regulations promulgated
thereunder, unless the holder otherwise agrees.
 
    3.2 EXERCISE OF STOCK APPRECIATION RIGHTS.
 
    (a)  EXERCISABILITY.  Unless the Award Agreement or the Committee otherwise
provides, a Stock Appreciation Right related to another Award shall be
exercisable at such time or times, and to the extent, that the related Award
shall be exercisable.
 
    (b)  EFFECT ON AVAILABLE SHARES.  To the extent that a Stock Appreciation
Right is exercised, only the actual number of delivered shares of Common Stock
shall be charged against the maximum amount of Common Stock that may be
delivered pursuant to Awards under this Plan. The number of shares subject to
the Stock Appreciation Right and the related Option of the Participant shall,
however, be reduced by the number of underlying shares as to which the exercise
related, unless the Award Agreement otherwise provides.
 
    (c)  STAND-ALONE SARS.  A Stock Appreciation Right granted independently of
any other Award shall be exercisable pursuant to the terms of the Award
Agreement but in no event earlier than six months after the Award Date, except
in the case of death or Total Disability.
 
    3.3 PAYMENT.
 
    (a)  AMOUNT.  Unless the Committee otherwise provides, upon exercise of a
Stock Appreciation Right and the attendant surrender of an exercisable portion
of any related Award, the Participant shall be entitled to receive payment of an
amount determined by multiplying
 
        (i) the difference obtained by subtracting the exercise price per share
    of Common Stock under the related Award (if applicable) or the initial share
    value specified in the Award from the Fair Market Value of a share of Common
    Stock on the date of exercise of the Stock Appreciation Right, by
 
        (ii) the number of shares with respect to which the Stock Appreciation
    Right shall have been exercised.
 
    (b)  FORM OF PAYMENT.  The Committee, in its sole discretion, shall
determine the form in which payment shall be made of the amount determined under
paragraph (a) above, either solely in cash, solely in shares of Common Stock
(valued at Fair Market Value on the date of exercise of the Stock Appreciation
Right), or partly in such shares and partly in cash, provided that the Committee
shall have determined that such exercise and payment are consistent with
applicable law. If the Committee permits the Participant to elect to receive
cash or shares (or a combination thereof) on such exercise, any such election
shall be subject to such conditions as the Committee may impose.
 
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    3.4 LIMITED STOCK APPRECIATION RIGHTS.
 
    The Committee may grant to any Eligible Person Stock Appreciation Rights
exercisable only upon or in respect of a change in control or any other
specified event ("Limited SARs") and such Limited SARs may relate to or operate
in tandem or combination with or substitution for Options, other SARs or other
Awards (or any combination thereof), and may be payable in cash or shares based
on the spread between the base price of the SAR and a price based upon the Fair
Market Value of the Shares during a specified period or at a specified time
within a specified period before, after or including the date of such event.
 
4.  RESTRICTED STOCK AWARDS.
 
    4.1  GRANTS.
 
    The Committee may, in its discretion, grant one or more Restricted Stock
Awards to any Eligible Person. Each Restricted Stock Award Agreement shall
specify the number of shares of Common Stock to be issued to the Participant,
the date of such issuance, the consideration for such shares (but not less than
the minimum lawful consideration under applicable state law) by the Participant,
the extent (if any) to which and the time (if ever) at which the Participant
shall be entitled to dividends, voting and other rights in respect of the shares
prior to vesting, and the restrictions (which may be based on performance
criteria, passage of time or other factors or any combination thereof) imposed
on such shares and the conditions of release or lapse of such restrictions. Such
restrictions shall not lapse earlier than six months after the Award Date,
except to the extent the Committee may otherwise provide. Stock certificates
evidencing shares of Restricted Stock pending the lapse of the restrictions
("Restricted Shares") shall bear a legend making appropriate reference to the
restrictions imposed hereunder and shall be held by the Corporation or by a
third party designated by the Committee until the restrictions on such shares
shall have lapsed and the shares shall have vested in accordance with the
provisions of the Award and Section 1.7. Upon issuance of the Restricted Stock
Award, the Participant may be required to provide such further assurance and
documents as the Committee may require to enforce the restrictions.
 
    4.2 RESTRICTIONS.
 
    (a)  PRE-VESTING RESTRAINTS.  Except as provided in Section 4.1 and 1.9,
restricted shares comprising any Restricted Stock Award may not be sold,
assigned, transferred, pledged or otherwise disposed of or encumbered, either
voluntarily or involuntarily, until the restrictions on such shares have lapsed
and the shares have become vested.
 
    (b)  DIVIDEND AND VOTING RIGHTS.  Unless otherwise provided in the
applicable Award Agreement, a Participant receiving a Restricted Stock Award
shall be entitled to cash dividend and voting rights for all shares issued even
though they are not vested, provided that such rights shall terminate
immediately as to any Restricted Shares which cease to be eligible for vesting.
 
    (c)  CASH PAYMENTS.  If the Participant shall have paid or received cash
(including any dividends) in connection with the Restricted Stock Award, the
Award Agreement shall specify whether and to what extent such cash shall be
returned (with or without an earnings factor) as to any restricted shares which
cease to be eligible for vesting.
 
    4.3 RETURN TO THE CORPORATION.
 
    Unless the Committee otherwise expressly provides, Restricted Shares that
remain subject to restrictions at the time of termination of employment or are
subject to other conditions to vesting that have not been satisfied by the time
specified in the applicable Award Agreement shall not vest and shall be returned
to the Corporation in such manner and on such terms as the Committee shall
therein provide.
 
                                       8
<PAGE>
5.  PERFORMANCE SHARE AWARDS AND STOCK BONUSES.
 
    5.1  GRANTS OF PERFORMANCE SHARE AWARDS.
 
    The Committee may, in its discretion, grant Performance Share Awards to
Eligible Persons based upon such factors as the Committee shall deem relevant in
light of the specific type and terms of the award. An Award Agreement shall
specify the maximum number of shares of Common Stock (if any) subject to the
Performance Share Award, the consideration (but not less than the minimum lawful
consideration) to be paid for any such shares as may be issuable to the
Participant, the duration of the Award and the conditions upon which delivery of
any shares or cash to the Participant shall be based. The amount of cash or
shares or other property that may be deliverable pursuant to such Award shall be
based upon the degree of attainment over a specified period of not more than 10
years (a "performance cycle") as may be established by the Committee of such
measure(s) of the performance of the Company (or any part thereof) or the
Participant as may be established by the Committee. The Committee may provide
for full or partial credit, prior to completion of such performance cycle or the
attainment of the performance achievement specified in the Award, in the event
of the Participant's death, Retirement, or Total Disability, a Change in Control
Event or in such other circumstances as the Committee consistent with Section
6.10(c)(2), if applicable may determine.
 
    5.2 [RESERVED].
 
    5.3 GRANTS OF STOCK BONUSES.
 
    The Committee may grant a Stock Bonus to any Eligible Person to reward
exceptional or special services, contributions or achievements in the manner and
on such terms and conditions (including any restrictions on such shares) as
determined from time to time by the Committee. The number of shares so awarded
shall be determined by the Committee. The Award may be granted independently or
in lieu of a cash bonus.
 
    5.4 DEFERRED PAYMENTS.
 
    The Committee may authorize for the benefit of any Eligible Person the
deferral of any payment of cash or shares that may become due or of cash
otherwise payable under this Plan, and provide for accredited benefits thereon
based upon such deferment, at the election or at the request of such
Participant, subject to the other terms of this Plan. Such deferral shall be
subject to such further conditions, restrictions or requirements as the
Committee may impose, subject to any then vested rights of Participants.
 
6.  OTHER PROVISIONS.
 
    6.1  RIGHTS OF ELIGIBLE PERSONS, PARTICIPANTS AND BENEFICIARIES.
 
    (a)  EMPLOYMENT STATUS.  Status as an Eligible Person shall not be construed
as a commitment that any Award will be made under this Plan to an Eligible
Person or to Eligible Persons generally.
 
    (b)  NO EMPLOYMENT CONTRACT.  Nothing contained in this Plan (or in any
other documents related to this Plan or to any Award) shall confer upon any
Eligible Person or other Participant any right to continue in the employ or
other service of the Company or constitute any contract or agreement of
employment or other service, nor shall interfere in any way with the right of
the Company to change such person's compensation or other benefits or to
terminate the employment of such person, with or without cause, but nothing
contained in this Plan or any document related hereto shall adversely affect any
independent contractual right of such person without his or her consent thereto.
 
                                       9
<PAGE>
    (c)  PLAN NOT FUNDED.  Awards payable under this Plan shall be payable in
shares or from the general assets of the Corporation, and (except as provided in
Section 1.4(c)) no special or separate reserve, fund or deposit shall be made to
assure payment of such Awards. No Participant, Beneficiary or other person shall
have any right, title or interest in any fund or in any specific asset
(including shares of Common Stock, except as expressly otherwise provided) of
the Company by reason of any Award hereunder. Neither the provisions of this
Plan (or of any related documents), nor the creation or adoption of this Plan,
nor any action taken pursuant to the provisions of this Plan shall create, or be
construed to create, a trust of any kind or a fiduciary relationship between the
Company and any Participant, Beneficiary or other person. To the extent that a
Participant, Beneficiary or other person acquires a right to receive payment
pursuant to any Award hereunder, such right shall be no greater than the right
of any unsecured general creditor of the Company.
 
    6.2 ADJUSTMENTS; ACCELERATION.
 
    (a)  ADJUSTMENTS.  If there shall occur any extraordinary dividend or other
extraordinary distribution in respect of the Common Stock (whether in the form
of cash, Common Stock, other securities, or other property), or any
reclassification, recapitalization, stock split (including a stock split in the
form of a stock dividend), reverse stock split, reorganization, merger,
combination, consolidation, split-up, spin-off, combination, repurchase, or
exchange of Common Stock or other securities of the Corporation, or there shall
occur any similar, unusual or extraordinary corporate transaction or event in
respect of the Common Stock or a sale of substantially all the assets of the
Corporation as an entirety, then the Committee shall, in such manner and to such
extent (if any) as it deems appropriate and equitable (1) proportionately adjust
any or all of (a) the number and type of shares of Common Stock (or other
securities) which thereafter may be made the subject of Awards (including the
specific maxima and numbers of shares set forth elsewhere in this Plan), (b) the
number, amount and type of shares of Common Stock (or other securities or
property) subject to any or all outstanding Awards, (c) the grant, purchase, or
exercise price of any or all outstanding Awards, (d) the securities, cash or
other property deliverable upon exercise of any outstanding Awards, or (e) the
performance standards appropriate to any outstanding Awards, or (2) in the case
of an extraordinary dividend or other distribution, recapitalization,
reclassification, merger, reorganization, consolidation, combination, sale of
assets, split up, exchange, or spin off, make provision for a cash payment or
for the substitution or exchange of any or all outstanding Awards or the cash,
securities or property deliverable to the holder of any or all outstanding
Awards based upon the distribution or consideration payable to holders of the
Common Stock of the Corporation upon or in respect of such event; PROVIDED,
HOWEVER, in each case, that with respect to Awards of Incentive Stock Options,
no such adjustment shall be made which would cause the Plan to violate Section
424(a) of the Code or any successor provisions thereto without the written
consent of holders materially adversely affected thereby. In any of such events,
the Committee may take such action sufficiently prior to such event if necessary
to permit the Participant to realize the benefits intended to be conveyed with
respect to the underlying shares in the same manner as is available to
shareholders generally.
 
    (b)  ACCELERATION OF AWARDS UPON CHANGE IN CONTROL.  As to any Participant,
unless prior to a Change in Control Event the Committee determines that, upon
its occurrence, there shall be no acceleration of benefits under Awards or
determines that only certain or limited benefits under Awards shall be
accelerated and the extent to which they shall be accelerated, and/or
establishes a different time in respect of such Event for such acceleration,
then upon the occurrence of a Change in Control Event (i) each Option and Stock
Appreciation Right shall become immediately exercisable, (ii) Restricted Stock
shall immediately vest free of restrictions, and (iii) each Performance Share
Award shall become payable to the Participant. The Committee may override the
limitations on acceleration in this Section 6.2(b) by express provision in the
Award Agreement and may accord any Eligible Person a right to refuse any
acceleration, whether pursuant to the Award Agreement or otherwise, in such
circumstances as the Committee may approve. Any acceleration of Awards shall
comply with applicable regulatory requirements, including without limitation
Section 422 of the Code.
 
                                       10
<PAGE>
    6.3 EFFECT OF TERMINATION OF EMPLOYMENT.
 
    The Committee shall establish in respect of each Award granted to an
Eligible Person the effect of a termination of employment on the rights and
benefits thereunder and in so doing may make distinctions based upon the cause
of termination.
 
    6.4 COMPLIANCE WITH LAWS.
 
    This Plan, the granting and vesting of Awards under this Plan and the offer,
issuance and delivery of shares of Common Stock and/or the payment of money
under this Plan or under Awards granted hereunder are subject to compliance with
all applicable federal and state laws, rules and regulations (including but not
limited to state and federal securities law and federal margin requirements) and
to such approvals by any listing, regulatory or governmental authority as may,
in the opinion of counsel for the Corporation, be necessary or advisable in
connection therewith. Any securities delivered under this Plan shall be subject
to such restrictions, and the person acquiring such securities shall, if
requested by the Corporation, provide such assurances and representations to the
Corporation as the Corporation may deem necessary or desirable to assure
compliance with all applicable legal requirements.
 
    6.5 TAX WITHHOLDING.
 
    (a)  CASH OR SHARES.  Upon any exercise, vesting, or payment of any Award or
upon the disposition of shares of Common Stock acquired pursuant to the exercise
of an Incentive Stock Option prior to satisfaction of the holding period
requirements of Section 422 of the Code, the Company shall have the right at its
option to (i) require the Participant (or Personal Representative or
Beneficiary, as the case may be) to pay or provide for payment of the amount of
any taxes which the Company may be required to withhold with respect to such
Award event or payment or (ii) deduct from any amount payable in cash the amount
of any taxes which the Company may be required to withhold with respect to such
cash payment. In any case where a tax is required to be withheld in connection
with the delivery of shares of Common Stock under this Plan, the Committee may
in its sole discretion grant (either at the time of the Award or thereafter) to
the Participant the right to elect, pursuant to such rules and subject to such
conditions as the Committee may establish, to have the Corporation reduce the
number of shares to be delivered by (or otherwise reacquire) the appropriate
number of shares valued at their then Fair Market Value, to satisfy such
withholding obligation.
 
    (b)  TAX LOANS.  The Company may, in its discretion and to the extent
permitted by law, authorize a loan to an Eligible Person in the amount of any
taxes which the Company may be required to withhold, or for which the Eligible
Person may otherwise be liable, with respect to shares of Common Stock received
(or disposed of, as the case may be) pursuant to a transaction described in
Section 6.5(a). Such a loan shall be for a term, at a rate of interest and
pursuant to such other terms and conditions as the Company, under applicable law
may establish and such loan need not comply with the provisions of Section 1.8.
 
    6.6 PLAN AMENDMENT, TERMINATION AND SUSPENSION.
 
    (a)  BOARD AUTHORIZATION.  The Board may, at any time, terminate or, from
time to time, amend, modify or suspend this Plan, in whole or in part. No Awards
may be granted during any suspension of this Plan or after termination of this
Plan, but the Committee shall retain jurisdiction as to Awards then outstanding
in accordance with the terms of this Plan.
 
    (b)  SHAREHOLDER APPROVAL.  Any amendment that would (i) materially increase
the benefits accruing to Participants under this Plan, (ii) materially increase
the aggregate number of securities that may be issued under this Plan, or (iii)
materially modify the requirements as to eligibility for participation in this
Plan, shall be subject to shareholder approval only to the extent then required
by Section 425 of the Code or applicable law, or deemed necessary or advisable
by the Board.
 
                                       11
<PAGE>
    (c)  AMENDMENTS TO AWARDS.  Without limiting any other express authority of
the Committee under but subject to the express limits of this Plan, the
Committee by agreement or resolution may waive conditions of or limitations on
Awards to Eligible Persons that the Committee in the prior exercise of its
discretion has imposed, without the consent of a Participant, and may make other
changes to the terms and conditions of Awards that do not affect in any manner
materially adverse to the Participant, his or her rights and benefits under an
Award.
 
    (d)  LIMITATIONS ON AMENDMENTS TO PLAN AND AWARDS.  No amendment, suspension
or termination of this Plan or change of or affecting any outstanding Award
shall, without written consent of the Participant, affect in any manner
materially adverse to the Participant any rights or benefits of the Participant
or obligations of the Corporation under any Award granted under this Plan prior
to the effective date of such change. Changes contemplated by Section 6.2 shall
not be deemed to constitute changes or amendments for purposes of this Section
6.6.
 
    6.7 PRIVILEGES OF STOCK OWNERSHIP.
 
    Except as otherwise expressly authorized by the Committee or this Plan, a
Participant shall not be entitled to any privilege of stock ownership as to any
shares of Common Stock not actually delivered to and held of record by him or
her. No adjustment will be made for dividends or other rights as a shareholders
for which a record date is prior to such date of delivery.
 
    6.8 EFFECTIVE DATE OF THE PLAN.
 
    This Plan shall be effective as of May 19, 1997, the date of Board approval,
subject to shareholder approval within 12 months thereafter.
 
    6.9 TERM OF THE PLAN.
 
    No Award shall be granted under this Plan after more than ten years after
the effective date of this Plan (the "termination date"). Unless otherwise
expressly provided in this Plan or in an applicable Award Agreement, any Award
granted prior to the termination date may extend beyond such date, and all
authority of the Committee with respect to Awards hereunder, including the
authority to amend an Award, shall continue during any suspension of this Plan
and in respect of Awards outstanding on the termination date.
 
    6.10 GOVERNING LAW/CONSTRUCTION/SEVERABILITY.
 
    (a)  CHOICE OF LAW.  This Plan, the Awards, all documents evidencing Awards
and all other related documents shall be governed by, and construed in
accordance with the laws of the state of incorporation of the Corporation.
 
    (b)  SEVERABILITY.  If any provision shall be held by a court of competent
jurisdiction to be invalid and unenforceable, the remaining provisions of this
Plan shall continue in effect.
 
    (c)  PLAN CONSTRUCTION.
 
        (1)  RULE 16b-3.  It is the intent of the Corporation that transactions
    in and affecting Awards in the case of Participants who are or may be
    subject to Section 16 of the Exchange Act satisfy any then applicable
    requirements of Rule 16b-3 so that such persons (unless they otherwise
    agree) will be entitled to the benefits of Rule 16b-3 or other exemptive
    rules under Section 16 of the Exchange Act in respect of those transactions
    and will not be subjected to avoidable liability thereunder. If any
    provision of this Plan or of any Award would otherwise frustrate or conflict
    with the intent expressed above, that provision to the extent possible shall
    be interpreted as to avoid such conflict. If the conflict remains
    irreconcilable, the Committee may disregard the provision if it concludes
    that to do so
 
                                       12
<PAGE>
    furthers the interest of the Corporation and is consistent with the purposes
    of this Plan as to such persons in the circumstances.
 
    6.11 CAPTIONS.
 
    Captions and headings are given to the sections and subsections of this Plan
solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
this Plan or any provision thereof.
 
    6.12 EFFECT OF CHANGE OF SUBSIDIARY STATUS.
 
    For purposes of this Plan and any Award hereunder, if an entity ceases to be
a Subsidiary a termination of employment and service shall be deemed to have
occurred with respect to each Eligible Person in respect of such Subsidiary who
does not continue as an Eligible Person in respect of another entity within the
Company.
 
    6.13 NON-EXCLUSIVITY OF PLAN.
 
    Nothing in this Plan shall limit or be deemed to limit the authority of the
Board or the Committee to grant awards or authorize any other compensation, with
or without reference to the Common Stock, under any other plan or authority.
 
7.  DEFINITIONS.
 
    7.1  DEFINITIONS.
 
    (a) "AWARD" shall mean an award of any Option, Stock Appreciation Right,
Restricted Stock, Stock Bonus, performance share award, dividend equivalent or
deferred payment right or other right or security that would constitute a
"derivative security" under Rule 16a-1(c) of the Exchange Act, or any
combination thereof, whether alternative or cumulative, authorized by and
granted under this Plan.
 
    (b) "AWARD AGREEMENT" shall mean any writing setting forth the terms of an
Award that has been authorized by the Committee.
 
    (c) "AWARD DATE" shall mean the date upon which the Committee took the
action granting an Award or such later date as the Committee designates as the
Award Date at the time of the Award or, in the case of Awards under Article 8,
the applicable dates set forth therein.
 
    (d) "AWARD PERIOD" shall mean the period beginning on an Award Date and
ending on the expiration date of such Award.
 
    (e) "BENEFICIARY" shall mean the person, persons, trust or trusts designated
by a Participant or, in the absence of a designation, entitled by will or the
laws of descent and distribution, to receive the benefits specified in the Award
Agreement and under this Plan in the event of a Participant's death, and shall
mean the Participant's executor or administrator if no other Beneficiary is
designated and able to act under the circumstances.
 
    (f) "BOARD" shall mean the Board of Directors of the Corporation.
 
    (g) "CHANGE IN CONTROL EVENT" shall mean any of the following:
 
        (1) Approval by the shareholders of the Corporation of the dissolution
    or liquidation of the Corporation; or
 
        (2) Approval by the shareholders of the Corporation of an agreement to
    merge or consolidate, or otherwise reorganize, with or into one or more
    entities that are not Subsidiaries or other affiliates, as a result of which
    less than 50% of the outstanding voting securities of the surviving or
    resulting
 
                                       13
<PAGE>
    entity immediately after the reorganization are, or will be, owned, directly
    or indirectly, by shareholders of the Corporation immediately before such
    reorganization (assuming for purposes of such determination that there is no
    change in the record ownership of the Corporation's securities from the
    record date for such approval until such reorganization and that such record
    owners hold no securities of the other parties to such reorganization); or
 
        (3) Approval by the shareholders of the Corporation of the sale of
    substantially all of the Corporation's business and/or assets to a person or
    entity which is not a Subsidiary or other affiliate; or
 
        (4) Any "person" (as such term is used in Sections 13(d) and 14(d) of
    the Exchange Act but excluding any person described in and satisfying the
    conditions of Rule 13d-1(b)(1) thereunder), becomes the beneficial owner (as
    defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
    securities of the Corporation representing more than 25% of the combined
    voting power of the Corporation's then outstanding securities entitled to
    then vote generally in the election of directors of the Corporation; or
 
        (5) During any period not longer than two consecutive years, individuals
    who at the beginning of such period constituted the Board cease to
    constitute at least a majority thereof, unless the election, or the
    nomination for election by the Corporation's shareholders, of each new Board
    member was approved by a vote of at least two-thirds of the Board members
    then still in office who were Board members at the beginning of such period
    (including for these purposes, new members whose election or nomination was
    so approved).
 
    (h) "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
 
    (i) "COMMISSION" shall mean the Securities and Exchange Commission.
 
    (j) "COMMITTEE" shall mean the Board or a committee appointed by the Board
to administer this Plan, which committee shall be comprised only of two or more
directors or such greater number of directors as may be required under
applicable law, each of whom, in respect of any decision at a time when the
Participant affected by the decision may be subject to Section 162(m) of the
Code, shall be Disinterested.
 
    (k) "COMMON STOCK" shall mean the Common Stock of the Corporation and such
other securities or property as may become the subject of Awards, or become
subject to Awards, pursuant to an adjustment made under Section 6.2 of this
Plan.
 
    (l) "COMPANY" shall mean, collectively, the Corporation and its
Subsidiaries.
 
    (m) "CORPORATION" shall mean Golf Trust of America, Inc., a Maryland
corporation, and its successors.
 
    (n) "DISINTERESTED" shall mean a disinterested director or an "outside
director" within the meaning of any mandatory legal or regulatory requirements,
including Section 162(m) of the Code.
 
    (o) "ELIGIBLE EMPLOYEE" shall mean an officer (whether or not a director) or
key employee of the Company.
 
    (p) "ELIGIBLE PERSON" means an Eligible Employee, or any Other Eligible
Person, as determined by the Committee in its discretion.
 
    (q) "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time.
 
    (r) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
 
    (s) "FAIR MARKET VALUE" on any date shall mean (i) if the stock is listed or
admitted to trade on a national securities exchange, the closing price of the
stock on the Composite Tape, as published in the
 
                                       14
<PAGE>
Western Edition of The Wall Street Journal, of the principal national securities
exchange on which the stock is so listed or admitted to trade, on such date, or,
if there is no trading of the stock on such date, then the closing price of the
stock as quoted on such Composite Tape on the next preceding date on which there
was trading in such shares; (ii) if the stock is not listed or admitted to trade
on a national securities exchange, the last price for the stock on such date, as
furnished by the National Association of Securities Dealers, Inc. ("NASD")
through the NASDAQ National Market Reporting System or a similar organization if
the NASD is no longer reporting such information; (iii) if the stock is not
listed or admitted to trade on a national securities exchange and is not
reported on the National Market Reporting System, the mean between the bid and
asked price for the stock on such date, as furnished by the NASD or a similar
organization; or (iv) if the stock is not listed or admitted to trade on a
national securities exchange, is not reported on the National Market Reporting
System and if bid and asked prices for the stock are not furnished by the NASD
or a similar organization, the value as established by the Committee at such
time for purposes of this Plan.
 
    (t) "INCENTIVE STOCK OPTION" shall mean an Option which is intended, as
evidenced by its designation, as an incentive stock option within the meaning of
Section 422 of the Code, the award of which contains such provisions (including
but not limited to the receipt of shareholder approval of this Plan, if the
Award is made prior to such approval) and is made under such circumstances and
to such persons as may be necessary to comply with that section.
 
    (u) "NONQUALIFIED STOCK OPTION" shall mean an Option that is designated as a
Nonqualified Stock Option and shall include any Option intended as an Incentive
Stock Option that fails to meet the applicable legal requirements thereof. Any
Option granted hereunder that is not designated as an incentive stock option
shall be deemed to be designated a nonqualified stock option under this Plan and
not an incentive stock option under the Code.
 
    (v) "NON-EMPLOYEE DIRECTOR" shall mean a member of the Board of Directors of
the Corporation who is not an officer or employee of the Company.
 
    (w) [reserved]
 
    (x) "OPTION" shall mean an option to purchase Common Stock granted under
this Plan. The Committee shall designate any Option granted to an Eligible
Person as a Nonqualified Stock Option or an Incentive Stock Option.
 
    (y) "OTHER ELIGIBLE PERSON" shall mean any Non-Employee Director or any
individual consultant or advisor who or (to the extent provided in the next
sentence) agent who renders or has rendered BONA FIDE services (other than
services in connection with the offering or sale of securities of the Company in
a capital raising transaction) to the Company, and who is selected to
participate in this Plan by the Committee. A non-employee agent providing BONA
FIDE services to the Company (other than as an eligible advisor or consultant)
may also be selected as an Other Eligible Person if such agent's participation
in this Plan would not adversely affect (x) the Corporation's eligibility to use
Form S-8 to register under the Securities Act of 1933, as amended, the offering
of shares issuable under this Plan by the Company or (y) the Corporation's
compliance with any other applicable laws.
 
    (z) "PARTICIPANT" shall mean an Eligible Person who has been granted an
Award under this Plan.
 
    (aa)  "PERFORMANCE SHARE AWARD" shall mean an Award of a right to receive
shares of Common Stock under Section 5.1, or to receive shares of Common Stock
or other compensation (including cash) under Section 5.2, the issuance or
payment of which is contingent upon, among other conditions, the attainment of
performance objectives specified by the Committee.
 
    (bb)  "PERSONAL REPRESENTATIVE" shall mean the person or persons who, upon
the disability or incompetence of a Participant, shall have acquired on behalf
of the Participant, by legal proceeding or otherwise,
 
                                       15
<PAGE>
the power to exercise the rights or receive benefits under this Plan and who
shall have become the legal representative of the Participant.
 
    (cc)  "PLAN" shall mean this Golf Trust of America, Inc. 1997 Stock-Based
Incentive Plan.
 
    (dd)  "QDRO" shall mean a qualified domestic relations order.
 
    (ee)  "RESTRICTED SHARES" or "RESTRICTED STOCK" shall mean shares of Common
Stock awarded to a Participant under this Plan, subject to payment of such
consideration, if any, and such conditions on vesting (which may include, among
others, the passage of time, specified performance objectives or other factors)
and such transfer and other restrictions as are established in or pursuant to
this Plan and the related Award Agreement, for so long as such shares remain
unvested under the terms of the applicable Award Agreement.
 
    (ff)  "RETIREMENT" shall mean retirement with the consent of the Company or,
from active service as an employee or officer of the Company on or after
attaining age 55 with 10 or more years of service or after age 65.
 
    (gg)  "RULE 16b-3" shall mean Rule 16b-3 as promulgated by the Commission
pursuant to the Exchange Act, as amended from time to time.
 
    (hh)  "SECTION 16 PERSON" shall mean a person subject to Section 16(a) of
the Exchange Act.
 
    (ii)  "SECURITIES ACT" shall mean the Securities Act of 1933, as amended
from time to time.
 
    (jj)  "STOCK APPRECIATION RIGHT" shall mean a right authorized under this
Plan to receive a number of shares of Common Stock or an amount of cash, or a
combination of shares and cash, the aggregate amount or value of which is
determined by reference to a change in the Fair Market Value of the Common
Stock.
 
    (kk)  "STOCK BONUS" shall mean an Award of shares of Common Stock granted
under this Plan for no consideration other than past services and without
restriction other than such transfer or other restrictions as the Committee may
deem advisable to assure compliance with law.
 
    (ll)  "SUBSIDIARY" shall mean any corporation or other entity a majority of
whose outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Corporation.
 
    (mm) "TOTAL DISABILITY" shall mean a "permanent and total disability" within
the meaning of Section 22(e)(3) of the Code and such other disabilities,
infirmities, afflictions or conditions as the Committee by rule may include.
[sf1-268438.v3]
 
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