1
EXHIBIT 10.22
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made on this 1st day of June, 1997, by and between CCA
PRISON REALTY TRUST, a Maryland real estate investment trust (the "Company"),
and J. XXXXXXX XXXXXXX (the "Employee").
WITNESSETH:
WHEREAS, the Company desires to retain the services of the Employee,
and the Employee desires to be employed by the Company, on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and conditions set forth below, the parties hereto agree as follows:
1. Employment. The Company hereby employs the Employee as its
Chief Executive Officer, and the Employee hereby accepts such employment upon
the terms and conditions of this Agreement. In such capacity, the Employee shall
have such duties, functions, responsibilities and authority as are consistent
with the Employee's position, subject to the general direction, approval and
control of the Board of Trustees of the Company (the "Board"). The duties of the
Employee may be expanded, restricted or otherwise altered from time to time by
the Board, consistent with the general duties, authority, and responsibilities
set forth herein.
2. Compensation.
(a) Base Salary. In consideration of the services rendered by the
Employee pursuant to Section 1 hereof, the Company shall pay the Employee a base
salary (the "Base Salary") of $150,000 per annum payable in accordance with the
Company's normal payment practices but in no event less frequently than monthly.
At the end of each year during the term hereof, the Base Salary shall be
reviewed by the Compensation Committee of the Board (the "Compensation
Committee") and may be increased (but not decreased) in the Compensation
Committee's absolute discretion.
(b) Bonus. In the absolute discretion of the Compensation
Committee, the Employee may receive a bonus in an amount to be determined by the
Compensation Committee.
(c) Benefits. The Employee shall also be entitled:
(i) to receive upon closing of the initial public
offering of the Common Shares (as herein defined) an "incentive stock
option" (as defined in Section 422 of the Internal Revenue Code of
1986, as amended) to purchase up to 350,000 common shares, $.01 par
value, of the Company (the "Common Shares") under the CCA Realty Trust
1997 Employee Share Incentive Plan (the "Share Incentive Plan"), such
option to vest in annual increments of 87,500 shares beginning on the
date hereof and to be exercisable during the ten-year period beginning
on the date of grant;
2
(ii) to receive, in the absolute discretion of the
Compensation Committee, additional share options (incentive or
non-qualified), restricted shares, deferred shares and other awards
under the Share Incentive Plan;
(iii) to participate in any executive deferred compensation
plan or qualified retirement plan adopted by the Company, subject to
and on a basis consistent with the terms, conditions and overall
administration of such plans; and
(iv) to participate in or receive benefits under any
employee benefit plan or other arrangement including, but not limited
to, any medical, dental, retirement, disability, life insurance, sick
leave and vacation plans or arrangements made available by the Company
to any of its employees, subject to and on a basis consistent with the
terms, conditions and overall administration of such plans or
arrangements.
(d) Expenses. The Company shall promptly reimburse the Employee
for all reasonable travel and other business expenses incurred by the Employee
in the performance of his duties under this Agreement upon evidence of receipt.
3. Covenants of Employee.
(a) Non-Competition. The Company and the Employee recognize and
acknowledge that the Company's business has a national scope and the Company is
contemplating doing business in every state in the United States and that it is
reasonably anticipated that the Employee will perform his duties under this
Agreement in every state in the United States. During the term of this Agreement
(and thereafter for a period of three (3) years), the Employee will not, within
the United States, directly or indirectly, own, manage, operate, control, be
employed by, participate in, or be connected in any manner with the ownership,
management, operation, or control of a prison real estate investment trust or
compete, directly or indirectly, with the Company. The Employee acknowledges
that the provisions of this paragraph are essential to the continued goodwill
and profitability of the Company. Should any court determine that the provisions
of this paragraph shall be unenforceable in respect to scope, duration, or
geographic area, such court may substitute to the extent enforceable, provisions
similar hereto or other provisions so as to provide the Company, to the fullest
extent permitted by applicable law, the benefits intended by this paragraph.
(b) Non-Disclosure. The Employee acknowledges that the Company's
knowledge of its business, its development plans, its method of operation and
managing the business, its cost control methods, its financial or other
performance data, its trade secrets, it methods for bidding on projects,
confidential information of the Company, its subsidiaries, affiliates, and
franchises and the Company's list of customers and prospective customers (as it
may exist from time to time) are valuable, special, and unique assets of the
Company and are proprietary to the Company. The Employee will not, during or
after the term of his employment, disclose any part thereof to any person, firm,
corporation, association, or other entity for any reason or purpose whatsoever.
2
3
(c) Remedies. In addition to any other rights and remedies
available under this Agreement, at law or otherwise, the Company shall be
entitled to an injunction to be issued by any court of competent jurisdiction
enjoining and restraining the Employee from committing any violation of
subsections (a) and (b) above. Any provisions of subsections (a) and (b) above
which are deemed invalid, illegal or unenforceable in any jurisdiction shall, as
to that jurisdiction and subject to this paragraph be ineffective to the extent
of such invalidity, illegality or unenforceability, without affecting in any way
the remaining provisions hereof in such jurisdiction or rendering that or any
other provisions of this Agreement invalid, illegal, or unenforceable in any
other jurisdiction. If any covenant should be deemed invalid, illegal or
unenforceable because its scope is considered excessive, such covenant shall be
modified so that the scope of the covenant is reduced only to the minimum extent
necessary to render the modified covenant valid, legal and enforceable.
4. Working Facilities. The Employee shall have such facilities
and services as are suitable to his position and appropriate for the performance
of his duties, as the Company may determine.
5. Term and Termination.
(a) Term. The term of this Agreement shall begin on the date first
written above, and shall terminate on the fourth anniversary date thereof. The
term of this Agreement may be extended for an additional period of time by
mutual written agreement of the Company and the Employee.
(b) Termination. The Company may terminate the Employee's
employment upon thirty (30) days prior written notice to the Employee upon the
happening of any of the following events: (i) any act of the Employee which
constitutes fraud, gross misconduct, gross negligence or a material breach of
this Agreement, (ii) frequent and repeated failure to perform services which
have been reasonably requested of the Employee by the Board and which are
consistent with the terms of this Agreement, (iii) the death of the Employee,
(iv) disability by the Employee (as determined under the Share Incentive Plan),
or (v) a decision by the Company to terminate its business and liquidate;
provided, however, that the Company shall not terminate the employment of the
Employee pursuant to clause (i) or (ii) hereof unless the Company (A) provides
the Employee with at least 15 days' prior written notice of its intention to
terminate the Employee's employment hereunder, which notice shall describe the
reasons for such termination, and (B) allows the Employee a reasonable
opportunity and a reasonable period of time to cure any curable acts or
omissions on which its decision to terminate is based.
6. Notices. Any notice required or desired to be given under this
Agreement shall be deemed given if in writing sent by certified mail to his
residence in the case of the Employee, or to its principal office in the case of
the Company.
3
4
7. Waiver of Breach. The waiver by the Company of a breach of any
provision of this Agreement by the Employee shall not operate or be construed as
a waiver of any subsequent breach by the Employee. No waiver shall be valid
unless in writing and signed by an authorized officer of the Company.
8. Assignment. The Employee acknowledges that the services to be
rendered by him are unique and personal. Accordingly, the Employee may not
assign any of his rights or delegate any of his duties or obligations under this
Agreement. The rights and obligations of the Company under this Agreement shall
inure to the benefit of and shall be binding upon the successors and assigns of
the Company.
9. Entire Agreement. This Agreement contains the entire
understanding of the parties. It may not be changed orally but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, extension, or discharge is sought.
10. Counterparts. This Agreement may be executed in two
counterparts, each of which may be considered an original but which taken
together shall constitute the same instrument.
11. Controlling Law. This Agreement shall be governed and
interpreted under the laws of the State of Tennessee.
4
5
IN WITNESS WHEREOF, the parties have executed this Agreement this the
same day and date first written above.
COMPANY:
CCA PRISON REALTY TRUST
By:
------------------------------------
Its:
-----------------------------------
EMPLOYEE:
---------------------------------------
J. Xxxxxxx Xxxxxxx
5
