EXHIBIT 99.2
NON-QUALIFIED STOCK OPTION AGREEMENT
This NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made this
___ day of _________, 20___, by and between CORRECTIONS CORPORATION OF AMERICA,
a Maryland corporation (the "Company"), and ______________ (the "Optionee").
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 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 __________, 20___ (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, 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. For the purpose 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 Optionee's employment with the Employer is terminated due
to Retirement (other than as the result of Optionee's death or Disability) prior
to _________, 20__ (the "Final Vesting Date"), 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. In the event Optionee's
employment with Employer is terminated due to Retirement (including as the
result of Optionee's death or Disability) on or following the Final Vesting
Date, unless terminated or expired, the Option shall become immediately vested
and nonforfeitable for the ten-year period following the Date of Grant. 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 or Disability, 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 an 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:
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Title: President and Chief Executive Officer
OPTIONEE:
Signature:
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Name (printed):
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