EMPLOYMENT AGREEMENT 

         This Employment Agreement ("Agreement"), is dated as of ____________,
1996, between Golden Bear Golf, Inc., a Florida corporation (the "Company"), and
Mark Hesemann (the "Executive").

         WHEREAS, the Executive has been employed by certain predecessors of the
Company since _______________, 19__, in various capacities;

         WHEREAS, pursuant to reorganization transactions contemplated in that
certain Agreement and Plan of Reorganization, dated June 6, 1996, the Company
will acquire a portion of the businesses and operations of such predecessors;

         WHEREAS, the proposed reorganization transactions will be consummated
only upon the closing of an initial public offering of the Company's Class "A"
Common Stock (such date being hereafter referred to as the "Effective Date");

         WHEREAS, contingent upon the closing of the initial public offering,
the Company desires to employ the Executive in an executive capacity and the
Executive desires to accept such employment, all upon the terms and subject to
the conditions set forth in this Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants set forth in this Agreement, the Company and the Executive agree as

         1. TERMS OF EMPLOYMENT. The Company shall employ the Executive, and the
Executive accepts such employment, on the terms and subject to the conditions
set forth in this Agreement, for a four and one-half (4-1/2) year term beginning
as of the Effective Date and expiring on ____________ (the "Initial Term");
provided, that at the conclusion of the Initial Term, this Agreement shall
automatically be extended for ________ additional years, unless at least one
hundred and eighty (180) days prior to such date either the Executive or the
Company, gives notice to the other that the Executive or the Company does not
wish to extend the Initial Term. The Initial Term and any extension thereof
shall be referred to herein as the "Term".

         2.       SERVICES.

                  2.1 OFFICE AND DUTIES. During the Term, the Executive shall
serve as Senior Vice President of the Company and shall have powers and
authority commensurate with such position as may be assigned to him by the
Company's Board of Directors or any committee thereof existing from time to

                 2.2 BEST EFFORTS. During the Term, the Executive shall devote 
the Executive's best efforts and a minimum of eighty percent (80%) of his time
and energies during business hours to the business of the Company and shall use
his best efforts, skills and abilities to promote the interests of the Company.

         3.       COMPENSATION.

                  3.1 CASH COMPENSATION. During the Term, the Executive shall
receive an initial base salary at the annual rate of $210,000 ("Base Salary"),
payable in accordance with the Company's normal payroll practices. The Base
Salary shall be subject to increase from time to time as may be determined upon
a review 

of the Executive's performances to be undertaken by the Compensation Committee
of the Board of Directors at least once annually ("Compensation Committee")

                  3.2 INCENTIVE AWARD PAYMENTS. For each fiscal year during the
Term, the Executive shall be entitled to receive a short-term incentive award
(the "Bonus")) based on the Company's Annual Pre-tax Income relative to its
Annual Pre-tax Income projected in the Business Plan ("Business Plan") approved
by the Company's Board of Directors with respect to such fiscal year. For each
fiscal year, "Annual Pre-tax Income" means the "Income Before Provision for
Income Taxes and Extraordinary Items" set forth in the Company's audited
Consolidated Statement of Operations. The Compensation Committee shall set in
advance of each fiscal year the formula for determining amounts payable as a
Bonus for such fiscal year, after the Compensation Committee consults with the
Executive and the Board of Directors approves the Business Plan.

                  If the Executive's employment with the Company shall terminate
after the commencement of, but prior to the expiration of, any fiscal year
(except for termination for Cause, as defined in Section 5.3, then the Bonus
payable to the Executive for services rendered during such fiscal year shall be
equal to the Bonus for such fiscal year determined as described above,
multiplied by a fraction, the numerator of which shall be the number of days
during such fiscal year that the Executive was an employee of the Company, and
the denominator of which shall be 360.

                  3.3 SUPPLEMENTAL INCENTIVE AWARD PAYMENTS. Each year during
the Term, the Compensation Committee may, but shall be under no obligation to,
establish a supplemental incentive award pool, consisting of a percentage of the
salaries of the executive officers of the Company determined by the Compensation
Committee after consulting with management of the Company, which is to be paid
out to executives of the Company provided the Company's performance meets or
exceeds annual objectives predetermined by the Compensation Committee. It is
anticipated that if such a pool is established, the objectives would consist
primarily of the Company's meeting operating income targets, but also may
consist of the Company's meeting sales targets, increasing its revenue base
and/or other factors. The Executive's payment from such an incentive award pool
relative to other Company executives is to be weighted based upon the
Executive's position in the Company and contribution towards the Company's
performance relative to the annual objectives. In the event the Compensation
Committee determines that such objectives are not met for a fiscal year and that
it is appropriate to establish such a pool, the Chairman of the Board shall be
entitled to allocate the incentive award pool among the Executive and other
executive officers of the Company, provided that all such awards must be
approved by the Compensation Committee, which may revise the awards at its

                  3.4 LONG-TERM INCENTIVE COMPENSATION. The Company shall grant
to Executive, options to purchase _________ shares of the Common Stock of the
Company. In addition, the Company shall grant to the Executive options to
purchase an aggregate of _______ shares of common stock of the Company pursuant
to the Golden Bear Golf, Inc. 1996 Stock Option Plan (the "Plan"). The options
granted hereunder shall be subject to the provisions of the Stock Option
Agreement. Those issued pursuant to the Plan shall be issued in accordance with
the terms of the Plan.

                  3.5 ADDITIONAL COMPENSATION. Nothing in this Agreement shall
be deemed to prohibit the Compensation Committee from granting the Executive
such increased compensation, incentive awards or other benefits as the
Compensation Committee from time to time may determine, provided that the
parties recognize 


and acknowledge that the Compensation Committee shall be under no obligation to
grant any such increase and shall have full discretion in making any
determination with respect thereto. The Compensation Committee shall also
determine what allowances to provide Executive, including without limitation,
auto allowance, allowance for membership in country clubs, and allowance for
increased and additional benefits, in addition to those benefits for which
Executive is eligible under section 4.2, below.


                  4.1 REIMBURSEMENT OF EXPENSES. Upon submission of appropriate
documentation and in accordance with such guidelines as may be established from
time to time by the Company's Board of Directors, the Company shall reimburse
the Executive for all reasonable business expenses actually and necessarily
incurred in the performance of his duties under this Agreement.

                  4.2 EMPLOYEE BENEFIT PLANS AND PROGRAMS. During the Term, the
Executive shall be entitled to participate in all group life insurance, pension,
medical insurance, hospitalization, disability and other similar employee
benefit plans and programs of the Company, subject to eligibility and vesting
requirements from time to time in effect, which at any time during the Term may
be offered by the Company to its executive officers generally, provided that
nothing in this Agreement shall require the Company at any time to create or
continue any such plan or program or to fix, amend or retain eligibility
requirements so as to include the Executive.

                  4.3 VACATIONS. The Executive shall be entitled to that amount
of paid vacation during each calendar year as is the Company's policy for
executive employees, taking into consideration the reasonable business needs of
the Company. The Executive may take vacation at such times as the Executive
elects, upon reasonable advance notice to the Company so long as the Executive
takes no more than _____ consecutive weeks of vacation and provided further that
such vacation does not effect the operations and business needs of the Company.
The Executive shall be permitted to accrue from all previous years of employment
no more than the amount of time specified in the Company's vacation accrual
policy for executive employees as exists at the time the vacation would be

         5.       TERMINATION.  The Executive's employment under this Agreement
may be terminated prior to the end of the Term by the Company or the Executive
without any breach of this Agreement under the following circumstances:

                  5.1 DEATH.  The Executive's employment under this Agreement 
shall terminate upon the Executive's death.

                  5.2 DISABILITY. The Company may terminate the Executive's
employment if the Executive is unable to perform the Executive's services by
reason of the Executive's "Disability". "Disability" means the Executive's
inability to perform the Executive's duties under this Agreement by reason of
any physical or mental impairment which reasonably can be expected to result in
death or which has lasted or reasonably can be expected to last for an aggregate
of 90 days out of any 180 day period.

                  5.3 CAUSE. In addition to the right to terminate this
Agreement as set forth in Sections 5.1 and 5.2, the Company may also terminate
the Executive's employment under this Agreement for "Cause". 


"Cause" shall include without limitation, the following: (a) action by the
Executive involving willful misconduct, dishonesty or gross neglect which has a
materially adverse affect on the business or reputation of the Company; (b)
Employee's conviction of a crime punishable by death or imprisonment of one year
or more under the laws of the jurisdiction in which convicted, or of a crime
involving theft, misappropriation of funds, fraud or deception, regardless of
the punishment; (c) Employee is charged or indicted for a crime for which, if
convicted, the Company would have the right to terminate Employee's employment
under (b) above; or (d) the refusal or failure of the Executive to discharge his
duties under Section 2 in all material respects, where such alleged refusal or
failure is not remedied within 15 days after the date of the Executive's being
given a written demand from the Company to remedy such alleged refusal or
failure, which demand shall specify the circumstances being relied upon for
termination. The Executive's employment under this Agreement shall be deemed
terminated as of the date of the demand for termination under clauses (a)
through (d) above, unless, in the case of termination under clause (d) above,
such alleged breach is timely remedied within such 15 days.

                  5.4 GOOD REASON. Subject to Sections 5.2 and 5.3, the
Executive may terminate his employment under this Agreement for "Good Reason".
"Good Reason" means: (a) any removal of the Executive without cause from the
position of of the Company; (b) a failure by the Company to pay when due all
compensation provided for in this Agreement within 10 days after it becomes due;
or (d) a material failure by the Company to comply with any of the other
material provisions of this Agreement; and any such event set forth in clauses
(a) and (b) above shall not be remedied within 45 days from the date the
Executive delivers written notice thereof to the Company specifically
identifying the nature of the facts constituting the Good Reason.


                  6.1 PAYMENTS AFTER DEATH. If the Executive's employment is
terminated under Section 5.1 above because of the Executive's death, the
Executive's estate shall receive the Base Salary and a prorated portion of the
Bonus, if any, through the date of termination in accordance with the terms of
this Agreement.

any period during the Term that the Executive is unable to perform his duties
hereunder by reason of the Executive's Disability, the Executive shall continue
to receive the Base Salary and Bonuses, if any, (payable by the Company only to
the extent not payable by Company's disability insurance carrier), until the
Executive's employment is terminated pursuant to Section 5.2 above.

Executive's employment is terminated under Section 5.2 because of the
Executive's Disability, the Executive shall continue to receive the Base Salary
up through the date of termination and for a period of twelve (12) months
thereafter (determined as of the date of termination); provided, that the
Company's obligation to make such payments shall be offset as of the date the
Executive begins receiving payments or benefits from the Company's disability
insurance carrier or under any employee benefit plan or program of the Company
providing disability benefits or compensation, by the amount of such payments,
benefits or compensation.

                  6.4 PAYMENTS AFTER TERMINATION FOR CAUSE. If the Executive's
employment is terminated under Section 5.3 for Cause, the Executive shall
receive the Base Salary through the date of termination in 


accordance with the terms of this Agreement and thereafter Executive shall not
be entitled to receive any further compensation or benefits whatsoever.


                           (a)      If the Company terminates the Executive's  
employment other than because of the Executive's death, Disability, or for
Cause, or if the Executive shall terminate the Executive's employment for Good
Reason pursuant to Section 5.4 (any such termination being referred to as a
"Wrongful Termination"), then the Executive shall continue to receive:1) the
Base Salary, in effect on the termination date, for a period of twenty four (24)
months following the date of termination; 2) for the two years following
termination, an amount equal to the average annual Bonus, if any, received by
Executive prior to termination; and 3) and to the extent permitted by law and
the terms of any employee benefit plan, Executive shall continue to be eligible
to participate in the Company's employee benefit plans for the Term of the

                           (b)      Notwithstanding  the terms of Section 6.5(a
above, if a Wrongful Termination occurs within a period of one year after a
Change of Control (as defined below), the Executive shall be entitled within 30
days after such termination to a lump sum payment equal to the greater of (i)
the Base Salary and Bonuses, if any (in each case, determined as of the date of
termination), through the remaining Term, and (ii) 30 months of the Base Salary,
in each case, subject to Section 6.6 below.

                           A Change of Control will occur:  (i) on the date of
the acquisition by any person, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities and Exchange Act of 1934, as amended),
excluding the Company, any of its subsidiaries or any holder of the Company's
Class B Common Stock, par value $.01 per share, of [40%] or more of the then
outstanding voting securities entitled to vote generally in the election of
directors; (ii) on the date of any sale of the Company's or any of its
subsidiaries' assets which required approval of the Company's shareholders under
the Florida Business Corporation Act; or (iii) on the date of any consolidation
or merger to which the Company is a party or any stock exchange or similar
transaction as a result of which the holders of the Company's outstanding voting
securities immediately prior to such transaction do not continue to own voting
securities in the new or surviving entity entitling them to elect its Board of

                  6.6      PARACHUTE PAYMENTS.

                           (a)      In the event any payment or benefit received
or to be received by the Executive in connection with the terms of this
Agreement after termination of employment ("Post-Termination Payments") would
not be deductible in whole or in part by the Company as a result of Section 280G
of the Internal Revenue Code of 1986, as amended (the "Code"), such
Post-Termination Payments shall be reduced until no portion of the Post
Termination Payments is not deductible. For purposes of this limitation: (i) no
portion of the Post-Termination Payments shall be taken into account which in
the opinion of tax counsel selected by the Company and acceptable to the
Executive does not constitute a parachute payment within the meaning of Section
280G(b)(2) of the Code; and (ii) the value of any non-cash benefit or any
deferred payment or benefit included in the Post-Termination Payments shall be
determined by the Company's independent auditors in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code.


                           (b)      The timing of any payment or benefit
received or to be received by the Executive shall be in accordance with this
Agreement, provided that if the amounts of such payments, and the limitations on
such payments set forth in Section 6.6(a) above, cannot be determined finally on
or before the time such payments are due, the Company shall pay to the Executive
on such due date an estimate, as determined in good faith by the Company, of the
amount of such payments and shall pay the remainder of such payments, if any
(together with interest at the rate provided in Section 7872(f)(2) of the Code),
as soon as the amount thereof can be determined. In the event that the amount of
the estimated payments exceeds the amount subsequently determined to have been
due, such excess shall constitute a loan by the Company to the Executive,
payable upon demand by the Company (together with interest computed from the
date of payment at the rate provided in Section 7872(f)(2) of the Code).


                  7.1 CONFIDENTIALITY. The Executive shall not, during the Term
or any time after the Term, use or divulge to any person any Confidential
Information (as defined below) relating to the Company or any of its
subsidiaries which may have come to the Executive's knowledge at any time during
the Executive's term of employment with the Company or during the time that
Executive was employed by Company's predecessor in interest, Golden Bear
International, Inc. "Confidential Information" shall mean any information not
generally available to the public concerning the Company or any of its
subsidiaries, including, but not limited to, methods of operation, methods of
doing business, sales, files, forms, lists and names of and the needs and
requirements of customers and suppliers, the nature and content of any
contracts, and any inventions, techniques, methods, products, devices, trade
secrets, copyrights, patents, other rights to and in all knowledge, information
and materials proprietary to the Company (including business plans and financial
information), which relate to or are used in connection with any business or
activity carried on by the Company or any of its subsidiaries. At or prior to
the termination of the Executive's employment with the Company, the Executive
shall deliver to the Company (i) all property of the Company in the possession
or under the control of the Executive and (ii) all written or printed material
and all other property (including, but not limited to, computerized data) in the
possession or under the control of the Executive relating to Confidential

hereby sells, transfers and assigns to the Company or to any person or entity
designated by the Company, the Executive's entire, right, title and interest in
and to all inventions, ideas, disclosures, intellectual property rights and
improvements, whether patented or unpatented, and copyrightable material made or
conceived by the Executive, solely or jointly, during the term of the
Executive's employment, which relate to methods, apparatus, designs, ideas,
products, processes, items or devices, sold, leased, used or under consideration
or development by the Company or which otherwise relate or pertain to the
businesses, functions or operations of the Company. The Executive shall
communicate promptly and disclose to the Company, in such form as the Executive
may be requested to do so by the Company's Board of Directors, all information,
details and data pertaining to these matters and shall execute and deliver to
the Company such formal transfers and assignments and such other papers and
documents as may be requested of the Executive to permit the Company or any
person or entity designated by the Company to file and prosecute the patent
applications and as to copyrightable material to obtain copyright thereof. The
Executive irrevocably appoints the Company's designee as the Executive's
attorney-in-fact for the purpose of carrying out the terms of this Section 7.2,
and acknowledges that this appointment is irrevocable and coupled with an


                  7.3 NONCOMPETITION. So long as the Executive remains employed
or engaged by the Company (whether under this Agreement or any other written or
oral agreement or arrangement) and for a period of two years after the voluntary
resignation of the Executive as an employee of the Company or the termination by
the Company of any such employment or engagement for Cause pursuant to Section
5.3 or upon the expiration of the Term of this Agreement, the Executive shall
not engage or have an interest, anywhere in the United States of America or any
other geographic area where the Company or any of its subsidiaries do business
or in which its products are marketed, alone or in association with others, as
principal, officer, agent, employee, consultant, independent contractor,
director, partner or stockholder, or through the investment of capital, lending
of money or property, rendering of services or otherwise, in any business
competitive with the business engaged in by the Company or any of its
subsidiaries; provided, that the foregoing shall not be construed to prohibit
the Executive from owning, in the aggregate, less than 5% of any class of
securities listed on a national securities exchange or traded publicly on the
over-the-counter market. During the same period, the Executive shall not, and
shall not knowingly or intentionally permit, cause or authorize any of his
employees, agents or others under his control to, directly or indirectly, on
behalf of himself or any other Person, to (a) call upon, accept business from,
or solicit the business of any Person who is, or who had been at any time during
the preceding two years, a customer of the Company, any subsidiary of the
Company or any successor to the business of the Company or any subsidiary of the
Company, or otherwise divert or attempt to divert any business from the Company,
any subsidiary of the Company or any such successor, or (b) recruit or otherwise
solicit or induce any person who is an employee of, or otherwise engaged by, the
Company, any subsidiary of the Company or any such successor to terminate his or
her employment or other relationship with the Company, any subsidiary of the
Company or such successor, or hire or engage any person who has left the employ
of or engagement by the Company, any subsidiary of the Company or any such
successor during the preceding six months. The Executive shall not at any time,
directly or indirectly, use or purport to authorize any Person to use any name,
mark, logo, trade dress or other identifying words or images which are the same
as or similar to those used at any time by the Company or any subsidiary of the
Company in connection with any product or service, whether or not such use would
be in a business competitive with that of the Company or any subsidiary of the

                  7.4 REMEDIES. The restrictions set forth in this Section 7 are
considered by the parties to be reasonable for the purposes of protecting the
value of the business and goodwill of the Company. The Executive acknowledges
that the Company would be irreparably harmed and that monetary damages would not
provide an adequate remedy in the event of a breach of the provisions of this
Section 7. Accordingly, the Executive agrees that, in addition to any other
remedies available to the Company, the Company shall be entitled to injunctive
and other equitable relief, (without any bond or security being required to be
posted) to secure the enforcement of these provisions, and shall be entitled to
receive reimbursement from the Executive for all attorneys' fees and expenses
incurred by the Company in enforcing these provisions. If the Executive breaches
any of the provisions of this Section 7, in addition to its other rights and
remedies, the Company shall have the right to require the Executive to account
for and pay over to the Company all compensation, profits, money, accruals and
other benefits derived or received, directly or indirectly, by the Executive
from the action constituting such breach. If the Executive breaches the covenant
set forth in Section 7.3, the running of the noncompete period described therein
(but not his obligations) shall be tolled for so long as such breach continues.
It is the desire and intent of the parties that the provisions of Section 7 be
enforced to the fullest extent permissible under the laws and public policies of
each jurisdiction in which enforcement is sought. If any provisions of Section 7
relating to the time period, scope of activities


or geographic area of restrictions are declared by a court of competent
jurisdiction to exceed the maximum permissible time period, scope of activities
or geographic area, the maximum time period, scope of activities or geographic
area, as the case may be, shall be reduced to the maximum which such court deems
enforceable. If any provisions of Section 7 other than those described in the
preceding sentence are adjudicated to be invalid or unenforceable, the invalid
or unenforceable provisions shall be deemed amended (with respect only to the
jurisdiction in which such adjudication is made) in such manner as to render
them enforceable and to effectuate as nearly as possible the original intentions
and agreement of the parties.

         8. NOTICES. All notices or other communications which any party to this
Agreement may desire or be required to give under this Agreement shall be deemed
to have been given the first business day after being delivered to a nationally
recognized overnight courier for next business day delivery to the address of
such party set forth below or such other address as either party may from time
to time give notice to the other in the aforesaid manner:

         If to the Company:                 Golden Bear, Inc.
                                            11780 U.S. Highway No. 1
                                            North Palm Beach, Florida 33408
                                            Attn: _________________________

         If to the Executive:               Mark Hesemann



                                            Attn: _________________________

        9. Miscellaneous.

                  9.1 ENTIRE AGREEMENT. This Agreement and all agreements and
documents referred to in this Agreement are intended to and do constitute the
entire agreement between the parties and supersede all prior oral or written
agreements or understandings of the parties with regard to the subject matter of
this Agreement. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter of this Agreement, have been made by
either party which are not expressly set forth in this Agreement.

                  9.2 NO ORAL MODIFICATIONS. No interpretation, change,
termination or waiver of any provision of this Agreement shall be binding upon a
party unless in writing and executed by the party or parties to be bound

                  9.3 NO ASSIGNMENT. Neither this Agreement nor any rights or
obligations under this Agreement may be assigned or delegated by the parties to
this Agreement, except for any assignment by the Company occurring by operation
of law.

                  9.4 BINDING EFFECT. This Agreement shall be binding upon the
parties and their respective successors and shall inure to the benefit of the
parties and their respective successors.

                  9.5 GOVERNING LAW. The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the State of
Florida without giving effect to any conflict of laws provision thereof.


                  9.6 PREVAILING PARTIES. In the event of a dispute regarding
any of the terms of this Agreement, the party prevailing in such dispute shall
be paid its legal costs, including reasonable attorneys' fees, incurred in
connection with the enforcement or interpretation of this Agreement, in
litigation and in preparation for litigation, and at trial and in connection
with any appellate action.

                  9.7 SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and

                  9.8 COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which,
together, will constitute one and the same agreement. Any telecopied version of
a manually executed signature page delivered by one party to the other shall be
deemed a manually executed and delivered original.

                  9.9 NO WAIVER. Any waiver by either party of any provision of
this Agreement shall not be construed as a continuing waiver thereof or a waiver
of any other provision of this Agreement.

                  9.10 HEADINGS. The headings in this Agreement are solely for
convenience of reference and shall not be given any effect in the construction
or interpretation of this Agreement.

                  9.11 REMEDIES. Neither the termination of this Agreement, the
provision of a specific remedy, nor any other provision of this Agreement shall
be construed to prohibit any party from pursuing any remedy available at law or
in equity for the breach or violation of the provisions of this Agreement.

                  9.12 SURVIVAL. The terms of Sections 3, 6, 7, and 9 of this
Agreement shall survive the expiration or termination of this Agreement.

                  IN WITNESS WHEREOF, the undersigned have entered into this
Agreement on the date set forth above.

                                   GOLDEN BEAR, INC.



                                   Name: Mark Hesemann
                                   Title: Senior Vice Presiden


Basic Info X:

Type: Employment Agreement
Date: July 18, 1996
State: Florida

Other info:


  • June 6 , 1996


  • Compensation Committee of the Board of Directors
  • Consolidated Statement of Operations
  • Golden Bear Golf , Inc.
  • Stock Option Agreement
  • Change of Control
  • Post Termination Payments
  • Golden Bear International , Inc.
  • Company 's Board of Directors
  • Golden Bear , Inc.


  • United States of America
  • U.S.
  • North Palm Beach
  • State of Florida


  • $ 210,000
  • $ .01


  • Mark Hesemann


  • eighty percent
  • 80 %
  • 40 %
  • 5 %