EXHIBIT 10.28
CORRECTIONS CORPORATION OF AMERICA
2001 WARDEN SERIES B PREFERRED STOCK
RESTRICTED STOCK PLAN
1. Purposes of the Plan. The primary purpose of the Plan is to provide
incentives to Participants as related to their continued employment by the
Company or by any other member of the CCA Controlled Group. This Plan is
intended to be without prejudice to other compensation programs adopted from
time to time by the Company or any other member of the CCA Controlled Group.
2. Definitions. Unless otherwise provided herein or required by the
context, the following terms shall have the meanings set forth below:
"Board" or "Board of Directors" means the Board of Directors of
the Company, or any successor thereto, or any committee of the Board
which is authorized to act as the Board with respect to the
administration of this Plan.
"CCA Controlled Group" means the affiliated group of corporations
(as determined under Section 1504 of the Internal Revenue Code of 1986,
as amended) of which Corrections Corporation of America (or its
successor) is the common parent.
"Company" means CCA of Tennessee, Inc., a Tennessee corporation
formerly known as CCA Acquisition Sub, Inc., and any successor thereto.
"Corrections Corporation of America" or "CCA" means Corrections
Corporation of America, a Maryland corporation and the owner of all of
the issued and outstanding capital stock of the Company.
"Effective Date" means May 22, 2001, the effective date of this
Plan.
"Participants" mean the participants in the Plan as set forth on
Schedule A.
"Plan" means the Corrections Corporation of America 2001 Warden
Series B Preferred Stock Restricted Stock Plan.
"Series B Preferred Stock" means the Series B Cumulative
Convertible Preferred Stock, $0.01 par value per share, of Corrections
Corporation of America.
"Shares" mean the shares of Series B Preferred Stock subject to
the Plan as set forth herein.
"Vesting Date" means the earlier of May 22, 2004 or the date of
the Participant's death.
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"Vesting Period" means the period beginning on the Effective Date
and ending on the Vesting Date.
3. Administration of the Plan. This Plan shall be administered by the
Board of Directors. The Board of Directors shall have the responsibility of
interpreting the Plan and establishing and amending such rules and regulations
necessary or appropriate for the administration of the Plan. All interpretations
of the Plan and awards under the Plan are and shall be final and binding upon
all persons having an interest in the Plan. No member of the Board of Directors
shall be liable for any action or determination taken or made in good faith with
respect to this Plan or any award granted hereunder.
4. Shares Subject to the Plan. The maximum number of Shares that may be
issued pursuant to the Plan shall be 61,000 Each Participant and the number of
Shares held by such Participant shall be listed on Schedule A attached hereto
and incorporated herein by this reference. The number of Shares subject to the
Plan shall be adjusted, as appropriate, as the result of any stock dividend,
stock split, recapitalization or other adjustment in the capital stock of
Corrections Corporation of America.
5. Participants; Restricted Stock Awards. Shares issued pursuant to the
Plan shall be subject to the restrictions described below and to such additional
restrictions and conditions as may be set forth in any restricted stock
agreement executed by the Company and any Participant in connection herewith.
(a) Vesting and Forfeiture. The Shares issued to each Participant
vest in the Participant or his/her estate on the Vesting Date, provided
such Participant is employed by the Company or any other member of the
CCA Controlled Group at all times during the Vesting Period. If, at any
time during the Vesting Period, a Participant ceases to be employed by
the Company or any other member of the CCA Controlled Group for any
reason (other than death), all of the Shares held by such Participant
shall immediately and automatically be forfeited without monetary
consideration to CCA and shall be automatically canceled and retired.
From time to time, the Company shall amend Schedule A to reflect any
forfeitures of Shares hereunder.
(b) Certificates. Each certificate issued evidencing the Shares
shall be held by the Company, or its designee, as custodian of the Plan,
and shall bear an appropriate legend disclosing the restrictions on
transferability imposed on such Shares by the Plan and any restricted
stock agreement.
(c) Certain Rights of Participants. During the Vesting Period,
(i) each Participant shall have all rights as a holder of Series B
Preferred Stock (except as otherwise provided herein), and (ii) the
Shares, and each Participant's rights with respect to the Shares, may
not be sold, assigned, transferred, exchanged, pledged, hypothecated, or
otherwise encumbered.
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(d) Lapse of Restrictions. Upon expiration of the Vesting Period,
certificates evidencing the Shares which have vested (without the
foregoing restrictive legend) shall be delivered to the Participant or
his legal representative as provided herein. Each such new certificate
shall bear such alternative legend as the Board shall specify.
(e) Changes in Capitalization; Dividends; Redemptions. If as a
result of a stock dividend, stock split, recapitalization or other
adjustment in the capital stock or stated capital of Corrections
Corporation of America, or as the result of a merger, consolidation, or
other reorganization, the Series B Preferred Stock is increased, reduced
or otherwise changed and by virtue thereof the Participant shall be
entitled to new or additional or different shares, such new or
additional shares shall be subject to the same terms, conditions and
restrictions as the original Shares. In addition, if any dividends are
paid with respect to the Shares other than in stock, or if any Shares
are redeemed, such dividends or redemption proceeds, as the case may be,
shall likewise be held by the Company as custodian subject to the same
terms, conditions and restrictions as the underlying Shares.
6. Non-Assignability. The right to receive Shares under the terms and
provisions of this Plan shall not be transferable.
7. Rights to Terminate Employment. Nothing in the Plan or in any
agreement relating to the Shares shall confer upon any Participant the right to
continue in the employment of the Company or any other member of the CCA
Controlled Group or affect any right which the Company or any other member of
the CCA Controlled Group may have to terminate the employment of such
Participant.
8. Withholding. Upon the lapse of restrictions under the Plan, the
Company shall have the right to withhold from awards due the Participant, or to
require the Participant to remit to the Company (or its designee), any amounts
sufficient to satisfy any federal, state and/or local withholding tax
requirements prior to the delivery of any certificate for such Shares.
9. Non-Uniform Determinations. The Board of Directors' determinations
under the Plan (including, without limitation, determinations relating to the
forfeiture of Shares) need not be uniform and may be made selectively among
Participants, regardless of whether such Participants are similarly situated.
10. Termination and Amendment. This Plan may be terminated, modified, or
amended by the Board of Directors; provided, however, that no amendment that
adversely affects the rights of any Participant with respect to Shares issued to
such Participant shall be effective without the Participant's consent.
11. Duration of the Plan. This Plan shall be effective as of the date
hereof, subject to its adoption by the Board of Directors. This Plan shall
remain in effect until all Shares awarded under the Plan are free of all
restrictions imposed by the Plan and agreements thereunder.
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SCHEDULE A
PLAN PARTICIPANTS
[Intentionally Omitted]
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