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EXHIBIT 4.3
CCA PRISON REALTY TRUST
NON-EMPLOYEE TRUSTEES' COMPENSATION PLAN
RECITALS
WHEREAS, CCA Prison Realty Trust (the "Company") pays its Non-Employee
Trustees (as hereinafter defined) an Annual Retainer (as hereinafter defined)
and Meeting Fees (as hereinafter defined) as partial compensation for their
services as trustees of the Company;
WHEREAS, the Board of Trustees of the Company has determined it is in
the Company's best interest to encourage equity ownership in the Company by
Non-Employee Trustees and to provide them with a further incentive to remain as
trustees of the Company by allowing them to elect to receive between 50 and 100
percent of each of their Annual Retainer and Meeting Fees in Common Shares (as
hereinafter defined); and
WHEREAS, the terms and conditions under which such Non-Employee
Trustees may elect to receive such Common Shares are set forth herein.
I. PLAN ADMINISTRATION AND ELIGIBILITY.
A. PURPOSE OF THE PLAN.
The purpose of this Non-Employee Trustees' Compensation Plan (the
"Plan") is to encourage equity ownership in the Company by Non-Employee Trustees
whose continued services are considered essential to the Company's continued
progress and thus to provide them with a further incentive to remain as trustees
of the Company.
B. ADMINISTRATION OF THE PLAN.
The Board of Trustees of the Company (the "Board") or any committee of
the Board (the "Committee") that will satisfy Rule 16b-3 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and any regulations
promulgated thereunder, as from time to time may be in effect, including any
successor rule ("Rule 16b-3"), shall supervise and administer the Plan. The
Committee, if such is created, shall consist solely of two or more "non-employee
trustees," each of whom shall be appointed by the Board. For purposes of
determining who may serve on the Committee only, a member of the Board shall be
deemed to be a "non-employee trustee" only if he satisfies such requirements as
the Securities and Exchange Commission may establish for "non-employee
directors" under Rule 16b-3. Members of the Board or the Committee, if such is
created, shall receive no additional compensation for their services in
connection with the administration of the Plan.
The Board or the Committee, if such is created, may adopt such rules or
guidelines as they deem appropriate to implement the Plan. All questions of
interpretation of the Plan or of any shares issued under it shall be determined
by the Board or the Committee, if such is created, and such determination shall
be final and binding upon all persons having an interest in the Plan. Any or all
powers and
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discretion vested in the Board or the Committee, if such is created, under this
Plan may be exercised by any subcommittee so authorized by the Board or the
Committee, if such is created, that satisfies the requirements of Rule 16b-3.
C. PARTICIPATION IN THE PLAN.
Each member of the Board who is not an employee of the Company or
Corrections Corporation of America or any of their subsidiaries or affiliates
(each, a "Non-Employee Trustee" or collectively, the "Non-Employee Trustees"),
shall be eligible to elect to receive up to 100 percent of each of his Annual
Retainer and Meeting Fees in Common Shares, pursuant to the terms and conditions
of the Plan; provided, however, that no Non-Employee Trustee shall be allowed to
request that less than 50% of such trustee's Annual Retainer or Meeting Fees be
received in Common Shares.
D. SHARES SUBJECT TO THE PLAN.
The maximum number of shares of the Company's common shares, $0.01 par
value per share (the "Common Shares"),which may be issued under the Plan shall
be 50,000. The limitation on the number of Common Shares which may be issued
under the Plan shall be subject to adjustment as provided in Section III(C) of
the Plan.
II. Terms of the Plan.
A. EFFECTIVE DATE OF THE PLAN.
The Plan shall take effect on the date of adoption by the shareholders
of the Company and shall terminate only upon action by the Board.
B. TIME FOR ISSUING SHARES.
No payments shall be made in Common Shares pursuant to the Plan after
the date the Plan is terminated. The applicable terms of this Plan, and any
terms and conditions applicable to the Common Shares issued prior to such date,
shall survive the termination of the Plan and continue to apply to such Common
Shares.
C. TERMS AND CONDITIONS OF THE PLAN.
I. COMPENSATION ALTERNATIVES.
Commencing on the date on which the Board authorizes this Plan through
December 31, 1997, a Non-Employee Trustee may make one election to receive up to
100 percent of each of his Annual Retainer and Meeting Fees, earned from the
date of the Company's formation on April 23, 1997 through the date of the
Company's 1998 Annual Meeting of Shareholders (the "1998 Annual Meeting"), in
Common Shares. Such election must be in writing and shall be delivered to the
Corporate Secretary of the Company no later than December 31, 1997. This
election shall be irrevocable and shall specify the applicable percentage of
each of the Annual Retainer and Meeting Fees that such participant wishes to
receive in Common Shares; provided however, that no Non-Employee Trustee shall
be allowed to request that less than 50% of such trustee's Annual Retainer or
Meeting Fees be received in Common Shares. Payments for the Annual Retainer and
all Meeting Fees pursuant to this paragraph, whether payable in cash or in
Common Shares, will be made on July 1, 1998; provided, however, that should a
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Non-Employee Trustee fail to make an election by December 31, 1997 as provided
in this paragraph, the Annual Retainer and all Meeting Fees payable to such
trustee pursuant to this paragraph shall be paid in cash on June 30, 1998.
For all subsequent periods, a Non-Employee Trustee may make one
election (the "Annual Election") for the period from one Annual Meeting of the
Company's shareholders (an "Annual Meeting") to the next Annual Meeting (the
"Election Period") to receive up to 100 percent of each of his Annual Retainer
and Meeting Fees in Common Shares. The Annual Election must be in writing and
shall be delivered to the Corporate Secretary of the Company not later than the
last day of the calendar year prior to the year in which the applicable Election
Period begins. (Non-Employee Trustees who are initially elected as a trustee
during an Election Period shall have thirty days from the date of their election
as trustee to make their Annual Election for their initial Election Period.) The
Annual Election shall be irrevocable with respect to the Election Period for
which it pertains and shall specify the applicable percentage of each of the
Annual Retainer and Meeting Fees that such Non-Employee Trustee wishes to
receive in Common Shares; provided however, that no Non-Employee Trustee shall
be allowed to request that less than 50% of such trustee's Annual Retainer or
Meeting Fees be received in Common Shares. If a Non-Employee Trustee fails to
make a timely Annual Election for any Election Period in accordance herewith,
the Annual Retainer and all Meeting Fees payable to such trustee for such period
shall be paid in cash on the Payment Dates (as hereinafter defined).
II. PAYMENT OF SHARES.
Payment of the Annual Retainer and Meeting Fees, whether in the form
of Common Shares or in cash, pursuant to this Plan, shall be made as follows:
(a) The amount of each Non-Employee Trustee's Annual Retainer
to be paid in Common Shares, if any, and the amount to be paid
in cash, if any, shall be prorated and paid quarterly, in
equal amounts, on the Payment Dates (i.e., if the Annual
Retainer for trustees is $12,000 for a given Election Period,
a participating trustee will be paid $3,000 in a combination
of cash and/or Common Shares in accordance with such trustee's
Annual Election on June 30, September 30, December 31 and
March 31). For any quarter in which a Non-Employee Trustee
serves less than the entire quarter, payments due hereunder
shall be prorated according to the length of time served
during the quarterly period to which such payment due
corresponds.
(b) Unless otherwise specified by resolution of the Board of
Trustees, any compensation to be paid in Common Shares, if
any, or in cash, if any, for Meeting Fees (other than for
reimbursement of reasonable expenses) shall be made on or as
of the Payment Date next succeeding the date on which such
Meeting Fees have been earned or are otherwise payable or
issuable.
(c) The number of Common Shares to be issued in payment of
retainers and fees that have been denominated in dollars shall
be calculated on the basis of the Fair Market Value (as
hereinafter defined) on the first Business Day preceding the
Payment Date as of which such Common Shares are to be issued.
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III. FORM OF ISSUANCE OF SHARES.
Common Shares issued under the Plan shall be in either book entry form
or in certificate form pursuant to the instructions given by the Non-Employee
Trustee to the Company's transfer agent.
IV. FRACTIONS OF SHARES.
The Company shall not issue fractions of Common Shares. Whenever, under
the terms of the Plan, a fractional Common Share would otherwise be required to
be issued, the Non-Employee Trustee shall be paid in cash for such fractional
Common Share based upon the same Fair Market Value which was utilized to
determine the number of Common Shares to be issued on the Payment Date.
V. BENEFIT UPON DEATH.
In the event of a Non-Employee Trustee's death, any and all unpaid
Annual Retainer and/or Meeting Fees will be paid in accordance with such
Non-Employee Trustee's then current Annual Election to his estate and such
person's payments will be transferable by will or pursuant to laws of descent
and distribution applicable to such person.
III. GENERAL PROVISIONS.
A. ASSIGNMENTS.
The rights and benefits accruing to the Company's Non-Employee Trustees
under this Plan may not be assigned by any such trustee.
B. LIMITATION OF RIGHTS.
Neither the Plan, nor the issuance of any Common Shares nor any other
action taken pursuant to the Plan, shall constitute or be evidence of any
agreement or understanding, express or implied, that the Company will retain a
trustee for any period of time, or at any particular rate of compensation.
C. SHARE ADJUSTMENT.
In the event of any merger, consolidation, reorganization,
recapitalization, share dividend, share split, or other change in the corporate
structure or capitalization affecting the Company's Common Shares, at the time
of such event the Board or the Committee, if such is created, shall make
appropriate adjustments to the number (including the aggregate numbers specified
in Section I (D) above) and kind of shares to be issued under the Plan.
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D. AMENDMENT OF THE PLAN.
The Board shall have the right to amend, modify, suspend or terminate
the Plan at any time for any purpose; provided, that following the initial
approval of the Plan by the Company's shareholders, the Company will seek
shareholder approval for any change to the extent required by applicable law,
regulation or rule or any rule or regulation of the New York Stock Exchange (or
any other applicable national stock exchange).
E. DEFINITIONS.
"Annual Retainer" shall mean the amount of cash compensation to which a
Non-Employee Trustee will be entitled to receive for serving as a trustee for
one Election Period, but shall not include reimbursement for expenses, Meeting
Fees, fees associated with service on any committee of the Board or fees with
respect to any other services to be provided to the Company.
"Business Day" shall mean, if relevant to a determination of the value
of Common Shares, a day on which shares of Common Shares are or could be traded
on the New York Stock Exchange (or other national stock exchange, or if not so
listed, could be traded over-the-counter). In all other cases, the term shall
mean a day on which the offices of the Company are open for the conduct of
business in the normal course.
"Fair Market Value" shall be the mean of the highest and lowest selling
prices for the Common Shares on the New York Stock Exchange on the date in
question, as reported in The Wall Street Journal, or if no sales of Common
Shares were made on that date, the mean of the highest and lowest prices of the
Common Shares on the first preceding day on which sales were made.
"Meeting Fees" shall mean the amount to which a Non-Employee Trustee
will be entitled to receive for attending meetings, whether annual or special,
of the Board and of any committee of the Board on which the Non-Employee Trustee
serves, or for any other fees to be paid to the members of the Board, but shall
not include reimbursement for expenses.
"Payment Date" shall mean June 30, September 30, December 31 and March
31 of any Election Period or if any such day is not a Business Day, on the first
Business Day following such day.
F. COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT.
It is the Company's intent that the Plan comply in all respects with
Rule 16b-3. If any provision of this Plan is found not to be in compliance with
such rule (or any successor provision), the provision shall be deemed null and
void, and the remaining provisions of the Plan shall continue in full force and
effect. All transactions under this Plan shall be executed in accordance with
the requirements of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder. The Board or the Committee, if such is created, may, in
its sole discretion, modify the terms and conditions of this Plan in response to
and consistent with any changes in applicable law, rule or regulation.
G. NOTICE.
Any written notice to the Company required by any of the provisions of
this Plan shall be addressed to the Corporate Secretary of the Company and shall
become effective when it is received by the Corporate Secretary.
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H. GOVERNING LAW.
This Plan and all determinations made and actions taken pursuant hereto
shall be governed by the law of the State of Maryland and construed accordingly.