EXHIBIT 10.2
NON-QUALIFIED STOCK OPTION AGREEMENT
This NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made this
____ day of _________, ____, by and between CORRECTIONS CORPORATION OF AMERICA,
a Maryland corporation (the "Company"), and _________________________, a
resident of ____________ (the "Optionee").
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 grant non-qualified stock options ("Options") to key employees of the Company
and/or its affiliates; and
WHEREAS, the Company and Optionee wish to confirm the terms and conditions
of an Option granted to Optionee on ___________, ____ (the "Date of Grant").
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. Grant of Option. Upon and subject to the terms, restrictions,
limitations and conditions stated herein, the Company hereby grants to Optionee
an Option to purchase up to ______ shares of the Company's Common Stock
(collectively, the "Option Shares").
3. Option Price. The purchase price per Option Share shall be $_____
(the "Option Price").
4. Exercise; Vesting; Forfeiture.
(i) Except as otherwise provided herein, Optionee shall have the
right to exercise the Option, if and to the extent the Option has vested in
accordance with subparagraphs (iii) and (iv) below, at any time during the
ten-year period commencing on the Date of Grant; provided, however, that except
as otherwise provided in subparagraph (iv) below, Optionee may not exercise the
Option unless Optionee is on the date of exercise and continuously after the
Date of Grant an employee of: (a) the Company; (b) an Affiliate Corporation; or
(c) a corporation issuing or assuming the Option in a Transaction to which Code
Section 424 applies (or a Subsidiary Corporation of such corporation) ((a), (b)
and (c) known collectively, herein, as the "Employer").
(ii) The Option shall be exercised by giving written notice of such
exercise to the Company in the form attached hereto as Exhibit A; provided,
however, that an Option may not be exercised at any one time as to fewer than
one hundred (100) shares (or such number of shares as to which the Option is
then exercisable if such number of shares is less than one hundred (100)). The
Option Price shall be paid or satisfied in full, at the time of exercise, in
cash, in shares of Common Stock owned by Optionee for at least six months having
a Fair Market Value equal to such Option Price or in a combination of cash and
such shares of Common Stock. In addition, payment may also be made in whole or
in part in the form of an option to acquire Common Stock or in the form of
another Award (based, in each case, on the Fair Market Value of such option or
Award on the date the Option is exercised, as determined by the Committee).
(iii) Subject to the provisions of subparagraph (iv) below, the
Option shall vest with respect to ___________ of the Option Shares on each
Vesting Date (as herein defined). For purposes hereof, the term "Vesting Date"
shall mean each of the following ______ dates: _______________________________.
(iv) In the event that: (a) Optionee dies while in the employ of
the Employer or within three (3) months after the termination of employment with
Employer for any reason; or (b) Optionee's employment with the Employer
terminates by reason of Optionee's Disability or Retirement, then in any such
case the Option shall vest in full and may be, unless earlier terminated or
expired, exercised by Optionee (or by Optionee's estate or by a person who
acquired the right to exercise such Option by bequest or inheritance or
otherwise by reason of the death or Disability of Optionee) at any time during
the stated term of the Option. In the event that there occurs a Change of
Control, then in such case the Option shall vest in full and, unless earlier
terminated or expired, may be exercised by Optionee (or by Optionee's estate or
by a person who acquired the right to exercise such Option by bequest or
inheritance or otherwise by reason of the death or Disability of Optionee)
within one (1) year following the Change in Control. Subject to the first
sentence of this subparagraph (iv), in the event that Optionee's employment with
the Employer terminates other than by reason of Optionee's death, Disability or
Retirement, then the Option, to the extent the Option has vested and unless it
earlier terminates or expires, may be exercised within three (3) months
following the termination of such employment, with the unvested portion of the
Option being forfeited. Nothing in this Agreement or in any Option granted
pursuant hereto shall confer upon Optionee any right to continue in the employ
or service of the Employer or interfere in any way with the right of the
Employer to terminate Optionee's employment at any time.
5. Option and Option Shares Subject to Plan. The Option and the
Option Shares shall be subject to, and the Company and Optionee 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 B and made a part hereof as if
fully set out herein.
6. Covenants and Representations of Optionee. Optionee
represents, warrants, covenants and agrees with the Company as follows:
(i) Optionee is not acquiring the Option Shares based upon
any representation, oral or written, by any person with respect to the future
value of, or income from, the Option Shares but rather upon an independent
examination and judgment as to the prospects of the Company;
(ii) Optionee is able to bear the economic risks of the
investment in the Option Shares, including the risk of a complete loss of his or
her investment therein;
(iii) Optionee understands and agrees that the Option Shares
may be issued and sold to Optionee without registration under any state law
relating to the registration of securities for
sale, and in such event will be issued and sold in reliance on exemptions from
registration under appropriate state laws;
(iv) The Option Shares cannot be offered for sale, sold or
transferred by Optionee 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;
(v) The Company will be under no obligation to register the
Option Shares or to comply with any exemption available for sale of the Option
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 Option Shares;
(vi) A legend indicating that the Option Shares have not been
registered under the applicable state securities laws and referring to any
applicable restrictions on transferability and sale of the Option Shares may be
placed on the certificate or certificates delivered to Optionee and any transfer
agent of the Company may be instructed to require compliance therewith;
(vii) Optionee realizes that the purchase of the Option Shares
is a speculative investment and that any possible profit therefrom is uncertain;
(viii) Optionee will notify the Company prior to any sale of
the Option Shares within one year of the date of the exercise of all or any
portion of the Option; and
(ix) The agreements, representations, warranties and
covenants made by Optionee herein extend to and apply to all of the Common Stock
of the Company issued to Optionee from time to time pursuant to this Option.
Acceptance by Optionee of the certificate(s) representing such Common Stock
shall constitute a confirmation by Optionee that all such agreements,
representations, warranties and covenants made herein shall be true and correct
at such time.
7. Withholding. If Optionee recognizes compensation income as a
result of the exercise of the Option granted hereunder, Optionee shall remit in
cash to the Company the minimum amount of federal and state income and
employment tax withholding which the Company is required to remit to the
Internal Revenue Service or applicable state department of revenue in accordance
with the then current provisions of the Code or applicable state law. Optionee
shall pay the full amount of such withholding simultaneously with the exercise
of the Option or upon the occurrence of any other event that results in the
recognition of compensation income by Optionee. The failure by Optionee to remit
the full amount of withholding due may, in the discretion of the Company, result
in the forfeiture of the related benefit notwithstanding any other provision of
this Agreement.
8. 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; provided, however, the Option may not
be exercised except, in the reasonable judgment of the Committee, in compliance
with exemptions under applicable state securities laws of the state in which
Optionee resides, and/or any other applicable securities laws.
9. Successors. This Agreement shall be binding upon and inure to
the benefits of the heirs, legal representatives, successors and permitted
assigns of the parties.
10. 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.
11. 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.
12. 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.
13. Violation. Any transfer, pledge, sale, assignment or
hypothecation of the Option except in accordance with this Agreement shall be a
violation of the terms hereof and shall be void and without effect.
14. Headings. Section headings used herein are for convenience of
reference only and shall not be considered in interpreting this Agreement.
15. 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.
16. 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: ____________________________________
OPTIONEE:
Signature: ________________________________
Name (printed): ___________________________