EXHIBIT 10.56
SECOND AMENDMENT TO CORRECTIONS CORPORATION OF AMERICA
1997 EMPLOYEE SHARE INCENTIVE PLAN
WHEREAS, Corrections Corporation of America, a Maryland corporation
formerly known as Prison Realty Trust, Inc. (the "Company"), administers the
Corrections Corporation of America 1997 Employee Share Incentive Plan (formerly
known as the CCA Prison Realty Trust 1997 Employee Share Incentive Plan) (the
"Plan");
WHEREAS, Section 5(f) of the Plan currently provides that, upon the
death of a holder of a Share Option (as defined in the Plan), the heirs or
estate of the optionee may exercise such Share Option, to the extent it was
exercisable at death, for a period of one year from the date of death or the
expiration of the stated term of the Share Option, whichever period is shorter;
WHEREAS, Section 5(g) of the Plan currently provides that, upon the
termination of a holder of a Share Option for reason of Disability (as defined
in the Plan), the optionee may exercise such Share Option, to the extent it was
exercisable at the time of termination, for a period of three years from the
date of termination or the expiration of the stated term of the Share Option,
whichever period is shorter;
WHEREAS, Section 5(h) of the Plan currently provides that, upon the
Retirement (as defined in the Plan) of a holder of a Share Option, the optionee
may exercise such Share Option, to the extent it was exercisable at the time of
termination, for a period of three years from the date of termination or the
expiration of the stated term of the Share Option, whichever period is shorter;
WHEREAS, the Company desires to amend the Plan to allow the exercise of
Share Options granted in the future (whether or not then exercisable) for their
full stated term upon death, Disability or Retirement; and
WHEREAS, on December 13, 2001, the Compensation Committee of the
Company's Board of Directors considered and approved the amendments to the Plan
set forth herein effective as of the date of such approval.
NOW, THEREFORE, Section 5(f) of the Plan is hereby amended as follows:
By deleting the section in its entirety and substituting therefor the
following:
"(f) Termination by Death.
(i) With respect to Share Options granted prior to December 13,
2001, subject to Section 5(j), if an optionee's employment by the Company and
any Subsidiary or Affiliate terminates by reason of death, any Share Option held
by such optionee may thereafter be exercised, to the extent such option was
exercisable at the time of death or on such accelerated basis as the Committee
may determine at or after grant (or as may be determined in accordance with
procedures established by the Committee), by the legal representative of the
estate or by the legatee of the optionee under the will of the optionee, for a
period of one year (or such other period as the
Committee may specify at grant) from the date of such death or until the
expiration of the stated term of such Share Option, whichever period is the
shorter.
(ii) With respect to Share Options granted on or following
December 13, 2001, subject to Section 5(j), if an optionee's employment by the
Company and any Subsidiary or Affiliate terminates by reason of death, any Share
Option held by such optionee (whether or not then exercisable) may thereafter be
exercised by the legal representative of the estate or by the legatee of the
optionee under the will of the optionee for the stated term of such Share
Option."
FURTHER, Section 5(g) of the Plan is hereby amended as follows:
By deleting the section in its entirety and substituting therefor the
following:
"(g) Termination by Reason of Disability.
(i) With respect to Share Options granted prior to December 13,
2001, subject to Section 5(j), if an optionee's employment by the Company and
any Subsidiary or Affiliate terminates by reason of Disability, any Share Option
held by such optionee may thereafter be exercised by the optionee, to the extent
it was exercisable at the time of termination or on such accelerated basis as
the Committee may determine at or after grant (or as may be determined in
accordance with procedures established by the Committee), for a period of three
years (or such other period as the Committee may specify at grant) from the date
of such termination of employment or until the expiration of the stated term of
such Share Option, whichever period is the shorter; provided, however, that, if
the optionee dies within such three-year period (or such other period as the
Committee shall specify at grant), any unexercised Share Option held by such
optionee shall thereafter be exercisable to the extent to which it was
exercisable at the time of death for a period of one year from the date of such
death or until the expiration of the stated term of such Share Option, whichever
period is the shorter. In the event of termination of employment by reason of
Disability, if an Incentive Option is exercised after the expiration of the
exercise periods that apply for purposes of Section 422 of the Code, such Share
Option will thereafter be treated as a Non- Qualified Option.
(ii) With respect to Share Options granted on or following
December 13, 2001, subject to Section 5(j), if an optionee's employment by the
Company and any Subsidiary or Affiliate terminates by reason of Disability, any
Share Option held by such optionee (whether or not then exercisable) may
thereafter be exercised by the optionee (or, in the event of the optionee's
death prior to the expiration of the stated term of such Share Option, by the
legal representative of the optionee's estate or by the legatee under the will
of the optionee) for the stated term of such Share Option. In the event of
termination of employment by reason of Disability, if an Incentive Option is
exercised after the expiration of the exercise periods that apply for purposes
of Section 422 of the Code, such Share Option will thereafter be treated as a
Non-Qualified Option."
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FURTHER, Section 5(h) of the Plan is hereby amended as follows:
By deleting the section in its entirety and substituting therefor the
following:
"(h) Termination by Reason of Retirement.
(i) With respect to Share Options granted prior to December 13,
2001, subject to Section 5(j), if an optionee's employment by the Company and
any Subsidiary or Affiliate terminates by reason of Normal or early Retirement,
any Share Option held by such optionee may thereafter be exercised by the
optionee, to the extent it was exercisable at the time of such Retirement or on
such accelerated basis as the Committee may determine at or after grant (or as
may be determined in accordance with procedures established by the Committee),
for a period of three years (or such other period as the Committee may specify
at grant) from the date of such termination of employment or the expiration of
the stated term of such Share Option, whichever period is the shorter; provided,
however, that, if the optionee dies within such three-year period (or such other
period as the Committee may specify at grant), any unexercised Share Option held
by such optionee shall thereafter be exercisable, to the extent to which it was
exercisable at the time of death, for a period of one year from the date of such
death or until the expiration of the stated term of such Share Option, whichever
period is the shorter. In the event of termination of employment by reason of
Retirement, if an Incentive Option is exercised after the expiration of the
exercise periods that apply for purposes of Section 422 of the Code, the option
will thereafter be treated as a Non-Qualified Option.
(ii) With respect to Share Options granted on or following
December 13, 2001, subject to Section 5(j), if an optionee's employment by the
Company and any Subsidiary or Affiliate terminates by reason of Normal or Early
Retirement, any Share Option held by such optionee (whether or not then
exercisable) may thereafter be exercised by the optionee (or, in the event of
the optionee's death prior to the expiration of the stated term of such Share
Option, by the legal representative of the optionee's estate or by the legatee
under the will of the optionee) for the stated term of such Share Option. In the
event of termination of employment by reason of Retirement, if an Incentive
Option is exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, the option will thereafter be treated as a
Non-Qualified Option."
FURTHER, all references to Section 5(f)-(h) of the Plan and all other
terms and provisions of the Plan for which an amendment is necessary to further
the purpose of this Second Amendment to Corrections Corporation of America 1997
Employee Share Incentive Plan (the "Amendment") are hereby amended to conform
with the terms of this Amendment.
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FURTHER, Section 12 of the Plan is hereby amended as follows:
By deleting the entire Section (including Section headings) in its
entirety and substituting therefor the following:
"SECTION 12. 1999 REIT Election.
Notwithstanding anything herein to the contrary, no provision in this
Plan shall be construed in a manner so as to adversely affect the Company's
ability to elect taxable status as a REIT for its 1999 taxable year and any
award which shall be deemed to have such an adverse effect shall be void ab
initio."
FURTHER, from the date hereof, for purposes of the Plan, all references
to the Company shall mean Corrections Corporation of America, a Maryland
corporation, and all references to the Plan shall mean the Corrections
Corporation of America 1997 Employee Share Incentive Plan, as amended.
CORRECTIONS CORPORATION OF AMERICA
By: /s/ John D. Ferguson
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Title: President
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