EXHIBIT 99.1
[FORM OF]
RESTRICTED STOCK AGREEMENT
This RESTRICTED STOCK AGREEMENT (the "Agreement") is made this _____
day of _________________, 200__, by and between CORRECTIONS CORPORATION OF
AMERICA, a Maryland corporation (the "Company"), and ____________, a resident of
__________, ____________ (the "Recipient").
W I T N E S S E T H:
WHEREAS, the Company has adopted the Corrections Corporation of
America 2000 Stock Incentive Plan, as amended (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 ____________, 200___ (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 [insert performance criteria as
established by the Compensation Committee of the Board of Directors from time to
time] (the "Vesting Date"), 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 Date (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 Shares held by such Recipient shall
immediately and automatically be forfeited without monetary consideration to the
Company and shall be automatically canceled and retired. If (i) Recipient shall
die while in the employ or service of the Employer or within a period of three
(3) months thereafter, (ii) Recipient's employment or service with the Employer
shall terminate by reason of Disability or Retirement, or (iii) there occurs a
Change in Control, then in any such case all Shares shall become immediately
vested and nonforfeitable.
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 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. 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.
7. Successors. This Agreement shall be binding upon and inure to the
benefits of the heirs, legal representatives, successors and permitted assigns
of the parties.
8. 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.
9. 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.
10. 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 and
original but all of which shall constitute one and the same instrument.
11. 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.
12. Headings. Section headings used herein are for convenience of
reference only and shall not be considered in interpreting this Agreement.
13. 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.
14. 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
By:_____________________________________
Title: _________________________________
RECIPIENT:
Signature: _____________________________
Name (printed): _______________________
