EXHIBIT 99.2
[Sodexho Alliance S.A. letterhead]
Xxxx-Xxxxxx Xxxx
Sodexho
Port de la Bourdonnais
75007 Paris
FRANCE
Paris, January 1, 1999
Dear Xxxx-Xxxxxx,
This is to confirm that the Agreement between us dated and effective as of
November 1, 1996, relating to the acquisition of beneficial ownership by Sodexho
of options acquired by you in Corrections Corporation of America and certain
other payments to directors, shall apply to additional options acquired by you
in Prison Realty Corporation (all of which shall be beneficially owned by
Sodexho) and shall apply to the other payments and benefits from Prison Realty
Corporation in the same manner as it applied to other rights and benefits from
Corrections Corporation of America.
Please confirm your agreement by signing and returning the enclosed copy to the
undersigned.
SODEXHO ALLIANCE, S.A.
By: /s/ Xxxxxxx Xxxxxx
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ACCEPTED AND AGREED TO:
/s/ Xxxx-Xxxxxx Xxxx
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Xxxx-Xxxxxx Xxxx
AGREEMENT
Agreement dated November 1, 1996, between Sodexho SA, a French corporation with
headquarters at 0, xxxxxx Xxxxxx, 00000 Xxxxxxxx-xx-Xxxxxxxxxx, Xxxxxx (the
"Company") and Xxxx-Xxxxxx Xxxx, an officer and employee of the Company, and a
French citizen and resident, residing at 00 xxx Xxxxxxxx, 00000 Xxxxx (the
"Employee").
WHEREAS, the Employee is serving as a director of Corrections Corporation of
America, a Delaware corporation, headquartered at 000 Xxxxxxxx Xxxxxxxxx,
Xxxxxxxxx, XX 00000 ("CCA").
WHEREAS, on June 4, 1993, CCA adopted the Corrections Corporation of America
Non-Employee Directors' Stock Option Plan (the "Directors' Plan"); and
WHEREAS, on November 1, 1996, CCA adopted the First Amendment to the Corrections
Corporation of America Non-Employee Directors' Stock option Plan to (i) increase
the number of shares of CCA common stock issued under the Directors' Plan and
(ii) provide for the limited transferability of the options granted pursuant to
the Directors' Plan.
NOW, THEREFORE, in consideration of these premises and the mutual promises set
forth below, and for good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereby agree as follows:
1. Any fees paid or to be paid by CCA to the Employee in his capacity as
a director ("Director Fees") have always been and are for the separate
and personal account of the Employee.
2. Any other remuneration and benefits (other than Director Xxxx as
covered above and the 1994 stock option as covered below) are
beneficially owned by the Company and all ownership rights and all
income tax liabilities of any jurisdiction with respect thereto shall
be those of the Company.
3. All stock options granted by CCA to the Employee in his capacity as a
director of CCA, including the stock option for 7,500 shares granted
to the Employee pursuant to the Directors' Plan in November 1995, the
stock option for 30,000 shares granted to the Employee pursuant to the
Directors' Plan in November 1996 and any additional stock options
granted hereafter pursuant to the Directors' Plan or any other CCA
stock option plan shall (excepting only the stock option for 7,500
shares granted to the Employee under the Directors' Plan in November,
1994 which has been the subject of a special arrangement) be
beneficially owned by the Company and all ownership rights and all
income tax liabilities of any jurisdiction with respect thereto shall
be those of the Company.
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4. The stock option for 7,500 shares granted to the Employee pursuant to
the Directors' Plan in 1994 (the "1994 Option") has always been for
the separate and personal account of the Employee and the Company
confirms its prior disclaimer of any beneficial ownership in the 1994
Option.
5. The Employee shall make such transfers of stock options and execute
such other documents and make such filings as directed by the Company
from time to time to carry out the foregoing. The Company shall
indemnify the Employee against all tax liability with respect to the
stock options, remuneration and benefits received by the Employee for
the account of the Company in accordance with the foregoing.
6. The company shall exercise its right to ensure that, when for any
reason whatsoever the Employee shall cease to be a Director of CCA,
the Employee shall be treated as having "retired" from the Board
within the meaning of Section 4(d) of the November 15, 1994 Non-
Qualified Stock Option Agreement.
7. This Agreement shall not be modified except by an Agreement in writing
signed by both parties. This Agreement shall not be assigned by the
Employee without the prior written consent of the Company. This
Agreement shall be binding upon and inure to the benefit of both
parties and its or his respective heirs, successors and assigns.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly
executed and delivered by their respective parties as of the date first above
written.
SODEXHO SA
/s/ Xxxxxxx Xxxxxx /s/ Xxxx-Xxxxxx Xxxx
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Xxxxxxx Xxxxxx Xxxx-Xxxxxx Xxxx
Vice Chairman, Finance
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