August 14, 2009
Exhibit 10.2
August 14, 2009
Corrections Corporation of America
00 Xxxxxx Xxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Attention: Board of Directors
00 Xxxxxx Xxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Attention: Board of Directors
Re: Second Amended and Restated Employment Agreement by and between Corrections Corporation of
America (“CCA”) and Xxxx X. Xxxxxxxx, dated as of August 15, 2007, as amended (the “Agreement”)
Ladies and Gentlemen:
Pursuant to Section 3 of the Agreement, I hereby provide notice of my election not to extend
the Agreement in connection with my decision to step down as Chief Executive Officer of CCA
effective October 15, 2009. Notwithstanding my decision to step down as Chief Executive Officer, I
intend to continue as a member and the Chairman of the Board of Directors, subject to election by
CCA’s stockholders and the Board of Directors, respectively, in accordance with CCA’s bylaws.
As previously discussed with CCA, I will remain employed by CCA as an “at will” employee on
terms and conditions to be established by the Compensation Committee of the Board of Directors. In
addition, since I will remain an employee of CCA, my currently outstanding restricted shares of CCA
common stock and options to purchase CCA common stock will continue to vest in accordance with
their respective terms. I understand that the commencement of payments owed to me under the
Agreement may be required to be deferred in order to satisfy the requirements of § 409A of the
Internal Revenue Code. We also agree that provisions of the Agreement which govern our respective
post-Agreement obligations will be effective upon my leaving the employment of CCA.
Please confirm CCA’s acknowledgement of and agreement with the foregoing by signing in the
space provided below.
Very truly yours, |
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/s/ Xxxx X. Xxxxxxxx | ||||
Xxxx X. Xxxxxxxx | ||||
Confirmed and Agreed as
of the date written above:
of the date written above:
CORRECTIONS CORPORATION OF AMERICA
By:
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/s/ Xxxxxx X. Xxxxxxx
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Title: Chair, Compensation Committee |