EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of this 1st day of
July, 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. Xxxxx, Nashville, Tennessee
(the "Executive").
WITNESSETH:
WHEREAS, the Company desires to engage Executive as its Chief Human
Resources Officer, subject to the terms of an executive employment agreement;
and
WHEREAS, the Company and the Executive now desire to enter into this
Agreement and set forth the terms and conditions of the Executive's employment
with the Company.
NOW, THEREFORE, for and in consideration of the foregoing recitals, the
mutual promises and covenants set forth below and other good and valuable
consideration, receipt of which is hereby acknowledged, the Company and the
Executive do hereby agree as follows:
1. Employment. The Executive shall serve as the Chief Human Resources
Officer of the Company and such other office or offices to which Executive may
be appointed or elected by the Board of Directors. Subject to the direction and
supervision of the Board of Directors of the Company, the Executive shall
perform such duties as are customarily associated with the office of Chief Human
Resources Officer and such other offices to which Executive may be appointed or
elected by the Board of Directors. The Executive's principal base of operations
for the performance of his duties and responsibilities under this Agreement
shall be the offices of the Company located in Nashville, Tennessee. The
Executive agrees to abide by the Company's Charter and Bylaws as in effect from
time to time and the direction of its Board of Directors except to the extent
such direction would be inconsistent with applicable law or the terms of this
Agreement.
2. Term. Subject to the provisions of termination as hereinafter provided,
the initial term of the Executive's employment under this Agreement shall begin
on the date hereof and shall terminate on December 31, 2006 (the "Initial
Term"). Unless the Company notifies the Executive that his employment under this
Agreement will not be extended or the Executive notifies the Company that he is
not willing to extend his employment, the term of his employment under this
Agreement shall automatically be extended for two (2) additional one (1) year
periods on the same terms and conditions as set forth herein (individually, and
collectively, the "Renewal Term"). The Initial Term and the Renewal Term are
sometimes referred to collectively herein as the "Term."
3. Notice of Non-Renewal. If the Company or the Executive elects not to
extend the Executive's employment under this Agreement, the electing party shall
do so by notifying the other party in writing not less than sixty (60) days
prior to the expiration of the Initial Term, or sixty (60) days prior to the
expiration of any Renewal Term. The Executive's date of termination, for
purposes of this Agreement, shall be the date of the Company's last payment to
the Executive. For the purposes of this Agreement, the election by the Company
not to extend the
Executive's employment hereunder for any renewal term shall be deemed a
termination of the Executive's employment without "Cause," as hereinafter
defined.
4. Compensation.
4.1 Base Salary. The Company shall pay the Executive an annual salary
("Base Salary") of $250,000, which shall be payable to the Executive hereunder
in accordance with the Company's normal payroll practices, but in no event less
often than bi-weekly. Commencing in February 2007 (or at such other time during
the first or second quarter of 2007 when annual compensation for 2007 is
reviewed and considered) and following each year of the Executive's employment
with the Company thereafter, the Executive's compensation will be reviewed by
the Board of Directors of the Company, or a committee or subcommittee thereof to
which compensation matters have been delegated, and after taking into
consideration both the performance of the Company and the personal performance
of the Executive, the Board of Directors of the Company, or any such committee
or subcommittee, in their sole discretion, may increase the Executive's
compensation to any amount it may deem appropriate.
4.2 Bonus. In the event both the Company and the Executive each
respectively achieve certain financial performance and personal performance
targets, as established by the Board of Directors, or a committee or
subcommittee thereof to which compensation matters have been delegated, of the
Company pursuant to a cash compensation incentive plan or similar plan
established by the Company, the Company shall pay to the Executive an annual
cash bonus during the Term of this Agreement pursuant to the terms of such plan.
This bonus shall be payable to the Executive within ten (10) days following the
confirmation by the Board of Directors or applicable committee or subcommittee
that such targets have been met under the applicable plan for the relevant
fiscal year. The Board of Directors of the Company, or applicable committee or
subcommittee, may review and revise the terms of the cash compensation incentive
plan or similar plan referenced above at any time, after taking into
consideration both the performance of the Company and the personal performance
of the Executive, among other factors, and may, in their sole discretion, amend
the cash compensation incentive plan or similar plan in any manner it may deem
appropriate; provided, however, that any such amendment to the plan shall not
affect the Executive's right to participate in such amended plan or plans.
4.3 Benefits. The Executive shall be entitled to four (4) weeks of paid
vacation annually. In addition, the Executive shall be entitled to participate
in all compensation or employee benefit plans or programs and receive all
benefits and perquisites for which any salaried employees are eligible under any
existing or future plan or program established by the Company for salaried
employees. The Executive will participate to the extent permissible under the
terms and provisions of such plans or programs in accordance with program
provisions. These may include group hospitalization, health, dental care, life
or other insurance, tax qualified pension, savings, thrift and profit sharing
plans, termination pay programs, sick leave plans, travel or accident insurance,
disability insurance, and contingent compensation plans including unit purchase
programs and unit option plans. Nothing in this Agreement shall preclude the
Company from amending or terminating any of the plans or programs applicable to
salaried or senior executives as long as such amendment or termination is
applicable to all salaried employees or senior executives. In addition, the
Company shall pay, or reimburse Executive for,
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all membership fees and related costs in connection with Executive's membership
in professional and civic organizations which are approved in advance by the
Company.
4.4 Stock Option. On the date which is the Executive's first date of
employment, the Company hereby agrees to grant to the Executive an option to
purchase 14,265 shares of common stock, $0.01 par value per share, of the
Company, as hereinafter described. The option to be granted to the Executive
hereunder shall be subject to the terms of the Company's Amended & Restated 2000
Stock Incentive Plan (the "Plan") and shall be granted pursuant to an option
agreement substantially in the form of the stock option agreement attached
hereto as Exhibit A; provided, however, that it is hereby agreed that such
option agreement shall provide that the option to purchase one-third (1/3) of
the shares referenced above shall vest on the first anniversary date of the
option grant, the option to purchase an additional one-third (1/3) of such
shares shall vest on the second anniversary date of the option grant, and the
option to purchase the remaining one-third (1/3) of such shares shall vest on
the third anniversary date of the option grant. The Executive hereby agrees to
execute any other documents deemed reasonably necessary by the Company and its
legal counsel in connection with the option grant.
4.5 Restricted Share Awards. On the date which is the Executive's first
date of employment, the Company hereby agrees to grant to the Executive an award
of 5,196 shares of restricted stock pursuant to the Plan. Such shares of
restricted stock shall be granted pursuant to a restricted share award agreement
substantially in the form of the restricted share agreement attached hereto as
Exhibit B;
4.6 Expenses Incurred in Performance of Duties. The Company shall promptly
reimburse the Executive for all reasonable travel and other business expenses
incurred by the Executive in the performance of his duties under this Agreement
upon evidence of receipt.
4.7 Withholdings. All compensation payable hereunder shall be subject to
withholding for federal income taxes, FICA and all other applicable federal,
state and local withholding requirements.
5. Termination of Agreement.
5.1 General. During the term of this Agreement, the Company may, at any
time and in its sole discretion, terminate this Agreement with or without Cause
(as hereinafter defined) or upon a Change in Control (as hereinafter defined),
effective as of the date of provision of written notice to the Executive
thereof.
5.2 Effect of Termination With Cause. If the Executive's employment with
the Company shall be terminated with Cause: (i) the Company shall pay the
Executive his Base Salary earned through the date of termination of the
Executive's employment with the Company (the "Termination Date"); and (ii) the
Company shall not have any further obligations to the Executive under this
Agreement except those required to be provided by law or under the terms of any
other agreement between the Company and the Executive.
5.3 Definition of "Cause." For purposes of this Agreement, "Cause" shall
mean: (i) the death of the Executive; (ii) the permanent disability of the
Executive, which shall be defined as the inability of the Executive, as a result
of physical or mental illness or incapacity, to
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substantially perform his duties pursuant to this Agreement for a period of one
hundred eighty (180) days during any twelve (12) month period; (iii) the
Executive's conviction of a felony or of a crime involving dishonesty or moral
terpitude, including, without limitation, any act or crime involving
misappropriation or embezzlement of Company assets or funds; (iv) willful or
material wrongdoing by the Executive, including, but not limited to, acts of
dishonesty or fraud, which could be expected to have a materially adverse effect
on the Company or its subsidiaries or affiliates, as determined by the Company
and its Board of Directors; (v) material breach by the Executive of a material
obligation under this Agreement or of his fiduciary duty to the Company or its
stockholders; (vi) the Executive's intentional violation of any applicable
local, state or federal law or regulation affecting the Company in any material
respect, as determined by the Company and its Board of Directors; or (vii) the
Executive's failure to pass, to the sole satisfaction of the Company, all
background, drug and other employment testing required by the Company.
Notwithstanding the foregoing, to the extent that any of the events, actions or
breaches set forth above are able to be remedied or cured by the Executive,
Cause shall not be deemed to exist (and thus the Company may not terminate the
Executive for Cause hereunder) unless the Executive fails to remedy or cure such
event, action or breach within twenty (20) days after being given written notice
by the Company of such event, action or breach.
5.4 Effect of Termination Without Cause. If, during the Term of this
Employment Agreement, the Executive's employment with the Company is terminated
without Cause, the Company shall pay to the Executive an amount equal to
one-half (1/2) of the Executive's Base Salary, based upon the annual rate
payable as of the date of termination, without any cost of living adjustments
(the "Severance Amount"), which shall be payable as provided below. If the
Executive is terminated under this Section 5.4 on or between January 1 and March
14 of any given calendar year during the Term, then the Severance Amount shall
be payable for a period of six (6) months from the date of termination on the
same terms and with the same frequency as the Executive's Base Salary was paid
prior to termination. If the executive is terminated under this Section 5.4 on
or after March 15 and on or before December 31 of any given calendar year during
the Term, then the Severance Amount shall be payable on the same terms and with
the same frequency as the Executive's Base Salary was paid prior to termination
until March 14 of the following calendar year whereupon the remainder of the
Severance Amount shall be paid in a lump sum payment to the Executive. If the
Executive's Termination should occur so that the Executive does not participate
in the 2006 Bonus and Restricted Stock award, then the Company shall pay to the
Executive an amount equal to three-fourths ( 3/4 ) of the Executive's Base
Salary.
5.5 Effect of Termination Upon a Change in Control. If the Executive's
employment with the Company is terminated upon a Change in Control, the Company
shall (i) pay to the Executive a one-time payment, to be paid within sixty (60)
days of the date of termination, in an amount equal to 2.99 times the
Executive's Base Salary, based upon the annual rate payable as of the date of
termination, without any cost of living adjustments; (ii) reimburse Executive
for any Gross-Up Payment (as hereinafter defined) or other payment payable
pursuant to the provisions of Section 8 herein; and (iii) continue to provide
hospitalization, health, dental care, and life and other insurance benefits to
the Executive for a period of one (1) year following such termination on the
same terms and conditions existing immediately prior to termination.
Notwithstanding the foregoing, each of the following events shall be considered
a termination upon a Change in Control for purposes of this paragraph: (i) the
Executive's voluntary resignation for any reason within one-hundred eighty (180)
days following a Change in Control, or (ii) a material reduction
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in the duties, powers or authority of the Executive as an officer or employee of
the Company within one-hundred eighty (180) days following a Change in Control.
5.6 Definition of a "Change of Control". "Change of Control" shall mean the
occurrence of any of the following events:
(i) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended), of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Securities Exchange Act) of fifty percent (50%)
or more of the combined voting power of the then-outstanding voting
securities of the Company entitled to vote generally in the election of
directors, but excluding for the purpose of this section, any such
acquisition by (A) the Company or any of its subsidiaries, (B) any employee
benefit plan (or related trust) or (C) any corporation with respect to
which, following such acquisition, more than fifty percent (50%) of the
combined voting power of the then-outstanding voting securities of the
Company entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by individuals and entities
who, immediately prior to such acquisition, were the beneficial owners of
the then outstanding voting securities of the Company entitled to vote
generally in the election of directors; or
(ii) the stockholders of the Company approve a merger or consolidation
of the Company with any other corporation or entity regardless of which
entity is the survivor, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or
being converted into voting securities of the surviving entity) at least
fifty percent (50%) of the combined voting power of the voting securities
of the Company or such surviving entity outstanding immediately after such
merger or consolidation; or
(iii) the stockholders of the Company approve a plan of complete
liquidation or winding-up of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's
assets; or
(iv) any event which the Board of Directors determines should
constitute a Change in Control.
5.7 Resignation by the Executive. The Executive shall be entitled to resign
his employment with the Company at any time during the term of this Agreement.
If the Executive resigns his employment with the Company for any reason other
than as set forth in Section 5.5 herein: (i) the Company shall pay the Executive
his Base Salary earned through the date of termination of the Executive's
employment with the Company as the result of his resignation; and (ii) the
Company shall not have any further obligations to the Executive under this
Agreement except those required to be provided by law or under the terms of any
other agreement between the Company and the Executive.
6. Non-Competition, Non-Solicitation and Confidentiality and Xxx-Xxxxxxxxxx
0
6.1 Non-Competition, Non-Solicitation. The Executive hereby covenants and
agrees that during the Term of the Executive's employment hereunder and for a
period of one (1) year thereafter, Executive shall not, directly or indirectly:
(i) own any interest in, operate, join, control or participate as a partner,
director, principal, officer or agent of, enter into the employment of, act as a
consultant to, or perform any services for any entity (each a "Competing
Entity") which has material operations which compete with any business in which
the Company or any of its subsidiaries is then engaged or, to the then existing
knowledge of the Executive, proposes to engage; (ii) solicit any customer or
client of the Company or any of its subsidiaries (other than on behalf of the
Company) with respect to any business in which the Company or any of its
subsidiaries is then engaged or, to the then existing knowledge of the
Executive, proposes to engage; or (iii) induce or encourage any employee of the
Company or any of its subsidiaries to leave the employ of the Company or any of
its subsidiaries; provided, that the Executive may, solely as an investment,
hold not more than five percent (5%) of the combined voting securities of any
publicly-traded corporation or other business entity. The foregoing covenants
and agreements of the Executive are referred to herein as the "Restrictive
Covenant." The Executive acknowledges that he has carefully read and considered
the provisions of the Restrictive Covenant and, having done so, agrees that the
restrictions set forth in this Section 6.1, including without limitation the
time period of restriction set forth above, are fair and reasonable and are
reasonably required for the protection of the legitimate business and economic
interests of the Company. The Executive further acknowledges that the Company
would not have entered into this Agreement absent Executive's agreement to the
foregoing.
In the event that, notwithstanding the foregoing, any of the provisions of
this Section 6.1 or any parts hereof shall be held to be invalid or
unenforceable, the remaining provisions or parts hereof shall nevertheless
continue to be valid and enforceable as though the invalid or unenforceable
portions or parts had not been included herein. In the event that any provision
of this Section 6.1 relating to the time period and/or the area of restriction
and/or related aspects shall be declared by a court of competent jurisdiction to
exceed the maximum restrictiveness such court deems reasonable and enforceable,
the time period and/or area of restriction and/or related aspects deemed
reasonable and enforceable by such court shall become and thereafter be the
maximum restrictions in such regard, and the provisions of the Restrictive
Covenant shall remain enforceable to the fullest extent deemed reasonable by
such court.
6.2 Confidentiality and Non-Disclosure. In consideration of the rights
granted to the Executive hereunder, the Executive hereby agrees that during the
term of this Agreement and for a period of three (3) years thereafter to hold in
confidence all information concerning the Company or its business, including,
but not limited to contract terms, financial information, operating data, or
business plans or models, whether for existing, new or developing businesses,
and any other proprietary information (hereinafter, collectively referred to as
the "Proprietary Information"), whether communicated orally or in documentary or
other tangible form. The parties to this Agreement recognize that the Company
has invested considerable amounts of time and money in attaining and developing
all of the information described above, and any unauthorized disclosure or
release of such Proprietary Information in any form would irreparably harm the
Company.
7. Indemnification. The Company shall indemnify the Executive to the
fullest extent that would be permitted by law (including a payment of expenses
in advance of final disposition
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of a proceeding) as in effect at the time of the subject act or omission, or by
the Charter or Bylaws of the Company as in effect at such time, or by the terms
of any indemnification agreement between the Company and the Executive,
whichever affords greatest protection to the Executive, and the Executive shall
be entitled to the protection of any insurance policies the Company may elect to
maintain generally for the benefit of its officers or, during the Executive's
service in such capacity, directors (and to the extent the Company maintains
such an insurance policy or policies, in accordance with its or their terms to
the maximum extent of the coverage available for any company officer or
director), against all costs, charges and expenses whatsoever incurred or
sustained by the Executive (including but not limited to any judgment entered by
a court of law) at the time such costs, charges and expenses are incurred or
sustained, in connection with any action, suit or proceeding to which the
Executive may be made a party by reason of his being or having been an officer
or employee of the Company, or serving as an officer or employee of an affiliate
of the Company, at the request of the Company, other than any action, suit or
proceeding brought against the Executive by or on account of his breach of the
provisions of any employment agreement with a third party that has not been
disclosed by the Executive to the Company. The provisions of this Section 7
shall specifically survive the expiration or earlier termination of this
Agreement.
8. Tax Reimbursement Payment.
(i) Anything in this Agreement to the contrary notwithstanding, in the
event it shall be determined that any payment or distribution by or on
behalf of the Company to or for the benefit of Executive as a result of a
Change in Control, as defined herein, (whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise, a "Payment") would be subject to the excise tax imposed by
Section 4999 of the Code, or any interest or penalties are incurred by
Executive with respect to such excise tax (such excise tax together with
any such interest and penalties are hereinafter collectively referred to as
the "Excise Tax"), then Executive shall be entitled to receive an
additional payment (a "Gross-Up Payment") in an amount such that after
payment by Executive of all taxes (including any interest or penalties
imposed with respect to such taxes), including, without limitation, any
income taxes (and any interest and penalties imposed with respect thereto)
and Excise Tax imposed upon the Gross-Up Payment, Executive retains an
amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payments.
(ii) Subject to the provisions of subsection (iii) below, all
determinations required to be made under this Section 8, including whether
and when a Gross-Up Payment is required, the amount of such Gross-Up
Payment and the assumptions to be utilized in arriving at such
determination, shall be made by a nationally recognized accounting firm or
law firm selected by the Executive, subject to the consent of the Company,
which consent shall not be unreasonably withheld (the "Tax Firm");
provided, however, that the Tax Firm shall not determine that no Excise Tax
is payable by the Executive unless it delivers to Executive a written
opinion (the "Tax Opinion") that failure to pay the Excise Tax and to
report the Excise Tax and the payments potentially subject thereto on or
with Executive's applicable federal income tax return will not result in
the imposition of an accuracy-related or other penalty on Executive. All
fees and expenses of the Tax Firm shall be borne solely by the Company.
Within fifteen (15)
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business days of the receipt of notice from Executive that there has been a
Payment, or such earlier time as is requested by the Company, the Tax Firm
shall make all determinations required under this Section 8, shall provide
to the Company and Executive a written report setting forth such
determinations, together with detailed supporting calculations, and, if the
Tax Firm determines that no Excise Tax is payable, shall deliver the Tax
Opinion to the Executive. Any Gross-Up Payment, as determined pursuant to
this Section 8, shall be paid by the Company to Executive within fifteen
(15) days of the receipt of the Tax Firm's determination. Subject to the
other provisions of this Section 8, any determination by the Tax Firm shall
be binding upon the Company and the Executive; provided, however, that the
Executive shall only be bound to the extent that the determinations of the
Tax Firm hereunder, including the determinations made in the Tax Opinion,
are reasonable and reasonably supported by applicable law. The parties
acknowledge, however, that as a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial
determination by the Tax Firm hereunder or as a result of a contrary
determination by the Internal Revenue Service, it is possible that Gross-Up
Payments which will not have been made by the Company should have been made
("Underpayment"), consistent with the calculations required to be made
hereunder. In the event that it is ultimately determined in accordance with
the procedures set forth in subsection (iii) below that the Executive is
required to make a payment of any Excise Tax, the Tax Firm shall reasonably
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of
Executive. In determining the reasonableness of the Tax Firm's
determinations hereunder and the effect thereof, the Executive shall be
provided a reasonable opportunity to review such determinations with the
Tax Firm and the Executive's tax counsel. The Tax Firm's determinations
hereunder, and the Tax Opinion, shall not be deemed reasonable until the
Executive's reasonable objections and comments thereto have been
satisfactorily accommodated by the Tax Firm.
(iii) The Executive shall notify the Company in writing of any claims
by the Internal Revenue Service that, if successful, would require the
payment by the Company of the Gross-Up Payment. Such notification shall be
given as soon as practicable but no later than thirty (30) calendar days
after Executive actually receives notice in writing of such claim and shall
apprise the Company of the nature of such claim and the date on which such
claim is requested to be paid; provided however, that the failure of
Executive to notify the Company of such claim (or to provide any required
information with respect thereto) shall not affect any rights granted to
the Executive under this Section 8 except to the extent that the Company is
materially prejudiced in the defense of such claim as a direct result of
such failure. The Executive shall not, unless otherwise required by the
Internal Revenue Service, pay such claim prior to the expiration of the
30-day period following the date on which he gives such notice to the
Company (or such shorter period ending on the date that any payment of
taxes with respect to such claim is due). If the Company notifies the
Executive in writing prior to the expiration of such 30-day period that it
desires to contest such claim, the Executive shall:
(1) give the Company any information reasonably requested by the
Company relating to such claim;
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(2) take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation with
respect to such claim by an attorney selected by the Company and
reasonably acceptable to Executive;
(3) cooperate with the Company in good faith in order effectively
to contest such claim; and
(4) if the Company elects not to assume and control the defense
of such claim, permit the Company to participate in any proceedings
relating to such claim;
provided, however, that the Company shall bear and pay directly
all costs and expenses (including additional interest and penalties
incurred in connection with such contest and shall indemnify and hold
the Executive harmless, on an after-tax basis, for any Excise Tax or
income tax (including interest and penalties with respect thereto)
imposed as a result of such representation and payment of costs and
expenses. Without limiting the foregoing provisions of this subsection
(iii), the Company shall have the right, at its sole option, to assume
the defense of and control all proceedings in connection with such
contest, in which case it may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may either direct the
Executive to pay the tax claimed and xxx for a refund or contest the
claim in any permissible manner, and the Executive agrees to prosecute
such contest to a determination before any administrative tribunal, in
a court of initial jurisdiction and in one or more appellate courts,
as the Company shall determine; provided, however, that if the Company
directs the Executive to pay such claim and xxx for a refund, the
Company shall advance the amount of such payment to the Executive, on
an interest-free basis and shall indemnify and hold the Executive
harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with
respect to such advance or with respect to any imputed income with
respect to such advance; and further provided that any extension of
the statue of limitations relating to payment of taxes for the taxable
year of the Executive with respect to which such contested amount is
claimed to be due is limited solely to such contested amount.
Furthermore, the Company's right to assume the defense of and control
the contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder, and the Executive shall
be entitled to settle or contest, as the case may be, any other issue
raised by the Internal Revenue Service or any other taxing authority.
(iv) If, after the receipt by the Executive of an amount advanced by
the Company pursuant to this Section 8, the Executive becomes entitled to
receive any refund with respect to such claim, the Executive shall (subject
to the Company's complying with the requirements of subsection (iii) above)
promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto). If,
after the receipt by the Executive of an amount advanced by the Company
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pursuant to subsection (iii) above, a determination is made that the
Executive is not entitled to a refund with respect to such claim and the
Company does not notify the Executive in writing of its intent to contest
such denial of refund prior to the expiration of thirty (30) days after
such determination, then such advance shall, to the extent of such denial,
be forgiven and shall not be required to be repaid and the amount of
forgiven advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.
9. 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 the mailing, if mailed, to each of the parties thereto at the
following respective addresses or such other address as may be specified in any
notice delivered or mailed as above provided:
(i) If to the Executive, to:
___________________________
___________________________
___________________________
(ii) If to the Company, to:
Corrections Corporation of America
00 Xxxxxx Xxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxx X. Xxxxxxxx, Chief Executive
Officer and President
Facsimile: (000) 000-0000
10. Waiver of Breach. 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.
11. 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. The Executive acknowledges that the services to be
rendered by him are unique and personal, and the Executive may not assign any of
his rights or delegate any of his duties or obligations under this Agreement.
12. 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.
13. Controlling Law. This Agreement shall be governed and interpreted under
the laws of the State of Tennessee.
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14. 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.
15. Enforcement. If the Executive is the prevailing party in any dispute
among the parties hereto regarding the enforcement of one or more of the
provisions of this Agreement, then the Company shall reimburse the Executive for
any reasonable attorneys' fees and other expenses incurred by him in connection
with such dispute.
[signature page to follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written.
EXECUTIVE:
Xxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx
----------------------------------------
COMPANY:
CORRECTIONS CORPORATION OF AMERICA
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Chief Executive Officer and
President
EXHIBIT A
FORM OF STOCK OPTION AGREEMENT
EXHIBIT B
FORM OF RESTRICTED SHARE AGREEMENT
