EXHIBIT 10.1
SEPARATION AGREEMENT
This SEPARATION AGREEMENT (the "Agreement"), dated as of this 10th day
of April, 2006, is by and between Corrections Corporation of America, a Maryland
corporation with its principal place of business at 00 Xxxxxx Xxxxx Xxxxxxxxx,
Xxxxxxxxx, Xxxxxxxxx (the "Company") and Xxxxxxx X. XxXxxxx, a resident of
Nashville, Tennessee ("Executive").
W I T N E S S E T H
WHEREAS, the Company engaged Executive as its Chief People Officer
pursuant to that certain Employment Agreement dated June 20, 2005 and attached
hereto as Exhibit A (the "Employment Agreement");
WHEREAS, Executive has for personal reasons decided to resign his
employment with the Company effective as of the Separation Date (as defined
below), and the Company and the Executive now desire to enter into this
Agreement to set forth the terms and conditions of Executive's separation from
the Company.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants set forth below and other good and valuable consideration, receipt of
which is hereby acknowledged, the Company and Executive do hereby agree as
follows:
1. Termination of Employment. Executive's employment with the Company
and the Employment Agreement shall both terminate effective 11:59 p.m., central
time, on April 30, 2006 (the "Separation Date"); provided, however, that
Sections 6 (Non-Competition, Non-Solicitation and Confidentiality and
Non-Disclosure) and 7 (Indemnification) of the Employment Agreement shall
survive such termination.
2. Consideration; Benefits. The Company agrees to pay Executive the
Severance Amount referenced in Section 5.4 (Effect of Termination Without Cause)
of the Employment Agreement, payable in accordance with and subject to the terms
and conditions set forth in such Section 5.4, and subject to applicable
withholding. As of the Separation Date, Executive will no longer be entitled to
participate in or receive any other benefits available to employees of the
Company; provided, that nothing herein shall be construed to affect Executive's
Consolidated Omnibus Reconciliation Act ("COBRA") benefits or any other
benefits, the continuation of which is required by law, at Executive's own cost.
Executive's rights with respect to stock options and restricted stock granted to
him by the Company shall be governed by the terms of the respective grant
agreements pursuant to which such grants were made. Executive acknowledges that
pursuant to the terms of such agreements, any shares of restricted stock and any
stock options that have not vested as of the Separation Date shall be forfeited
and that any vested stock options shall be forfeited if not exercised within a
period of three (3) months after the Separation Date.
3. Post-Separation Assistance by Executive. For a period of one (1)
year following the Separation Date, Executive agrees to make reasonable efforts
to cooperate with and assist the Company on an as-needed basis with respect to
the human resources-related programs initiated by Executive during his
employment with the Company. During such post-separation period, Executive will
be an independent contractor of the Company and will not be an employee or agent
of the Company. Should the Company request services by Executive pursuant to
this Section 3, the parties agree to negotiate in good faith to reach a
reasonable, mutually-agreed hourly rate for such services and further that
Executive will be reimbursed for any bona fide, reasonable expenses incurred in
performing such services.
4. Release. Executive, for himself, his heirs, successors,
administrators, and assigns, hereby releases and forever extinguishes all claims
that he may have had, may now have or may hereafter have against the Company,
its affiliates, employees, directors, managers, agents, successors,
administrators, and assigns, including but not limited to any claims or
liabilities relating to Executive's employment with the Company or the
termination of his employment relationship with the Company; provided, that the
foregoing release shall not apply to any actions to enforce rights arising under
this Agreement.
5. Other Obligations of Executive. Executive agrees, now and in the
future: (i) not to directly or indirectly take any action detrimental to the
interests of the Company or its affiliates, including making or causing or
assisting to be made any statements or comments that might reasonably be
considered derogatory or defamatory or to harm the reputation and good name of
any of the Company or its affiliates, and (ii) to cooperate in all reasonable
respects with regard to any regulatory and litigation matters relating to his
employment or areas of responsibility at the Company.
6. Notices. Any notice required or desired to be given under this
Agreement shall be in writing and shall be delivered personally, transmitted by
facsimile or mailed by registered mail, return receipt requested, or delivered
by overnight courier service and shall be deemed to have been given on the date
of its delivery, if delivered, and on the third (3rd) full business day
following the date of mailing, if mailed, to each of the parties thereto at the
following respective addresses as may be specified in any notice delivered or
mailed as above provided:
(i) If to the Executive, to
Xxxxxxx X. XxXxxxx
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Facsimile:
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(ii) If to the Company, to
Corrections Corporation of America
00 Xxxxxx Xxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx, Chief Executive Officer and President
Facsimile: (000) 000-0000.
7. Waiver of Breach; Severability. The waiver by either party of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by the other party. In the event any portion of this Agreement
is deemed illegal, unenforceable or void by a court of competent jurisdiction,
this Agreement shall continue in full force and effect without said portion
unless the absence of such materially alters the rights and obligations of the
parties to this Agreement.
8. Assignment. 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. This Agreement is personal to Executive, and he may
not assign any of his rights or delegate any of his duties or obligations under
this Agreement.
9. Entire Agreement. This instrument contains the entire agreement 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. Choice of Law; Arbitration. This Agreement shall be governed and
interpreted under the laws of the State of Tennessee. The parties agree that any
dispute arising out of this Agreement, which they cannot in good faith resolve,
shall be submitted to binding arbitration in accordance with the rules of the
American Arbitration Association governing commercial arbitration. The losing
party in any such arbitration proceeding shall pay the costs of arbitration
including the arbitrator's fees, but each party will pay their own legal fees.
11. Headings. The sections, subjects and headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
[signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written.
EXECUTIVE
/s/ Xxxxxxx X. XxXxxxx
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Xxxxxxx X. XxXxxxx
COMPANY
Corrections Corporation of America
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Chief Executive Officer and President
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