EXHIBIT 99.1
RESTRICTED STOCK AGREEMENT
This RESTRICTED STOCK AGREEMENT (the "Agreement") is made this ___ day of
___, 20__, by and between CORRECTIONS CORPORATION OF AMERICA, a Maryland
corporation (the "Company"), and ____________, (the "Recipient").
W I T N E S S E T H:
WHEREAS, the Company has adopted the Amended and Restated Corrections
Corporation of America 2000 Stock Incentive Plan (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 _________, 20__ (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 in accordance with Schedule A attached
hereto and made a part hereof, 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 Dates (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 to the Company without monetary
consideration 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 (iii) there occurs a Change
in Control, then in any such case all Shares shall become immediately vested and
nonforfeitable. For the purposes of this Agreement and notwithstanding any
provision(s) of the Plan or this Agreement to the contrary, subject to the
preceding sentence, in the event Recipient's employment with the Employer is
terminated due to Retirement (other than as the result of Recipient's death or
Disability) on or prior to ________, 20__ (the "Final Vesting Date"), then the
unvested portion of the Shares shall immediately and automatically be forfeited
to the Company without monetary consideration and shall be automatically
canceled and retired. In the event Recipient's employment with the Employer is
terminated due to Retirement (including as the result of Recipient's death or
Disability) following the Final Vesting Date, unless earlier terminated or
expired, and assuming that the applicable performance measures set forth on
Schedule A have been met, the 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
2
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; provided, however, the Restricted Shares
may not be sold except, in the reasonable judgment of the Committee, in
compliance with exemptions under applicable state securities laws of the state
in which Recipient resides, and/or any other applicable securities laws.
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 an original
but all of which shall constitute one and the same instrument.
3
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: President and Chief Executive Officer
RECIPIENT:
Signature:
-----------------------------------
Name (printed):
------------------------------