RESTRICTED STOCK AGREEMENT
Exhibit
10.4
This
RESTRICTED STOCK AGREEMENT (the “Agreement”) is made this ______ day of ______, 20___,
by and between CORRECTIONS CORPORATION OF AMERICA, a Maryland corporation (the “Company”), and
______ (the “Recipient”).
W I T N E S S E T H:
WHEREAS, the Company has adopted the 2008 Stock Incentive Plan (the “Plan”), which
authorizes the Company to award restricted shares (“Restricted Shares”) of its common stock, $0.01
par value per share (the “Common Stock”), to key employees of the Company and/or its affiliates
(individually, a “Restricted Stock Award”); and
WHEREAS, the Company and Recipient wish to confirm the terms and conditions of a Restricted
Stock Award to Recipient on ______,
20______ (the “Date of Award”).
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is agreed between the parties hereto as follows:
1. Definitions. Except as provided in this Agreement, or unless the context otherwise
requires, the terms used herein shall have the same meaning as in the Plan.
2. Award of Shares. Upon and subject to the terms, restrictions, limitations and
conditions stated herein, the Company hereby awards to Recipient
______ Restricted Shares of the
Company’s Common Stock (the “Shares”).
3. Rights; Vesting; Forfeiture. Except as otherwise provided herein, Recipient shall
have full right, title and interest in the Shares to the extent such Shares have vested in
accordance with subparagraph (iii) below.
(i) During the Vesting Period (as defined below) and prior to the vesting of the Shares, the
Shares may not be sold, assigned, transferred, pledged or otherwise encumbered by Recipient.
Certificates issued with respect to the Shares shall be registered in the name of Recipient and
deposited by Recipient with the Company, and any such certificates shall bear an appropriate legend
disclosing the restrictions imposed on the Shares hereunder and by the Plan. Upon the lapse of the
restrictions applicable to the Shares, the Company shall deliver such certificates to Recipient or
Recipient’s legal representative, as the case may be.
(ii) During the Vesting Period the Recipient shall have all rights of a stockholder of the
Company (except as otherwise provided herein), including without limitation the right to vote and
receive dividends on the Shares. If as a result of a stock dividend, stock split, recapitalization
or other adjustment in the capital stock or stated capital of the Company, or
as the result of a merger, consolidation, or other reorganization, the Common Stock is increased, reduced or otherwise
changed and by virtue thereof, Recipient shall be entitled to new or
additional or different shares, with such new or additional shares being subject to the same terms,
conditions and restrictions as applicable to the Shares.
(iii) The Shares shall vest in accordance with Schedule A attached hereto and made a part
hereof, provided that Recipient is employed by the Company or an Affiliate Corporation (the
“Employer”) at all times following the Date of Award and prior to and on the Vesting Dates (the
“Vesting Period”). If, at any time during the Vesting Period, Recipient’s employment with Employer
is terminated for any reason other than as a result of the death, Disability or Retirement of
Recipient, all of the unvested Shares held by such Recipient shall immediately and automatically be
forfeited to the Company without monetary consideration and shall be automatically canceled and
retired. If (i) Recipient shall die while in the employ or service of the Employer, (ii)
Recipient’s employment or service with the Employer shall terminate by reason of Disability, or
(iii) there occurs a Change in Control, then in any such case all Shares shall become immediately
vested and nonforfeitable. In the event Recipient’s employment with the Employer is terminated as a
result of Retirement on or after December 31, 2010, unless earlier terminated or expired, and
assuming that the applicable performance measures set forth in Schedule A have been met, the Shares
shall become immediately vested and nonforfeitable. Notwithstanding the proviso in the first
sentence of the this Section 3(iii) and for purposes of clarity, if the Recipient’s employment is
terminated as a result of Retirement on or after December 31 in any given fiscal year but prior to
the Vesting Date (as such term is defined in Schedule A) in such year, then the applicable portion
of the Shares, if any, shall vest on the Vesting Date in the manner set forth in Schedule A despite
the fact that the Recipient is no longer an employee of the Company on such Vesting Date.
4. Share Award and Shares Subject to Plan. The Restricted Stock Award represented by
this Agreement and the Shares shall be subject to, and the Company and Recipient agree to be bound
by, all of the terms and conditions of the Plan, as the same shall be amended from time to time in
accordance with the terms thereof. A copy of the Plan, as amended, is attached hereto as
Exhibit A and made a part hereof as if fully set out herein.
5. Covenants and Representations of Recipient. Recipient represents, warrants,
covenants and agrees with the Company as follows:
(i) The Shares cannot be offered for sale, sold or transferred by Recipient other than
pursuant to: (A) an effective registration under applicable state securities laws or in a
transaction which is otherwise in compliance with such laws; (B) an effective registration under
the Securities Act of 1933, as amended (the “1933 Act”), or in a transaction otherwise in
compliance with the 1933 Act; and (C) evidence satisfactory to the Company of compliance with the
securities laws of all applicable jurisdictions. The Company shall be entitled to rely upon an
opinion of counsel satisfactory to it with respect to compliance with the foregoing laws;
(ii) The Company will be under no obligation to register (or maintain the registration of) the
Shares or to comply with any exemption available for sale of the Shares
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without registration. The Company is under no obligation to act in any manner so as to make Rule
144 promulgated under the 1933 Act available with respect to sales of the Shares; and
(iii) If applicable, a legend indicating that the Shares have not been registered under the
applicable state securities laws and referring to any applicable restrictions on transferability
and sale of the Shares may be placed on the certificate or certificates delivered to Recipient and
any transfer agent of the Company may be instructed to require compliance therewith.
6. Withholding of Taxes. If the Recipient makes an election under section 83(b) of
the Code with respect to the Restricted Stock Award, the Restricted Stock Award made pursuant to
this Agreement shall be conditioned upon the prompt payment to the Company of any applicable
withholding obligations or withholding taxes (“Withholding Taxes”) by the Recipient. Failure by
the Recipient to pay such Withholding Taxes will render this Agreement and the Restricted Stock
Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be
immediately cancelled. If the Recipient does not make an election under section 83(b) of the Code
with respect to the Restricted Stock Award, upon the lapse of the Vesting Period with respect to
any portion of Restricted Shares (or property distributed with respect thereto), the Company shall
satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines and in
accordance with the Plan for the employer’s minimum statutory withholding with respect to Recipient
and issue vested shares to the Recipient without restriction.
7. Governing Law. This Agreement shall be construed, administered and enforced
according to the laws of the State of Maryland, without regard to the conflicts of laws provisions
thereof; provided, however, the Restricted Shares may not be sold except, in the reasonable
judgment of the Committee, in compliance with exemptions under applicable state securities laws of
the state in which Recipient resides, and/or any other applicable securities laws.
8. Successors. This Agreement shall be binding upon and inure to the benefits of the
heirs, legal representatives, successors and permitted assigns of the parties.
9. Notice. Except as otherwise specified herein, all notices and other communications
under this Agreement shall be in writing and shall be deemed to have been given if personally
delivered or if sent by registered or certified United States mail, return receipt requested,
postage prepaid, addressed to the proposed recipient at the last known address of such recipient.
Any party may designate any other address to which notices shall be sent by giving notice of such
address to the other parties in the same manner provided herein.
10. Severability. In the event that any one or more of the provisions or portion
thereof contained in this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, the same shall not invalidate or otherwise affect any other
provisions of this Agreement and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision or portion thereof had never been contained herein.
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11. Entire Agreement. Subject to the terms and conditions of the Plan, this Agreement
expresses the entire understanding and agreement of the parties hereto with respect to such terms,
restrictions and limitations. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the same instrument.
12. Violation. Any transfer, pledge, sale, assignment or hypothecation of the Shares
except in accordance with this Agreement shall be a violation of the terms hereof and shall be void
and without effect.
13. Headings. Section headings used herein are for convenience of reference only and
shall not be considered in interpreting this Agreement.
14. Specific Performance. In the event of any actual or threatened default in, or
breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who
are thereby aggrieved shall have the right to specific performance and injunction in addition to
any and all other rights and remedies at law or in equity, and all such rights and remedies shall
be cumulative.
15. Counterparts. This Agreement may be executed by the signatures of each of the
parties hereto, or to a counterpart of this Agreement, and all such counterparts shall collectively
constitute one Agreement. Facsimile signatures shall constitute original signatures for purposes
of this Agreement.
IN WITNESS WHEREOF, the parties have executed and sealed this Agreement on the day
and year first set forth above.
| CORRECTIONS CORPORATION OF AMERICA |
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| By: | ||||
| Title: | ||||
| RECIPIENT: |
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| Signature: | ||||
| Name (printed): | ||||
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