Exhibit 10.2
RESALE RESTRICTION AGREEMENT
This RESALE RESTRICTION AGREEMENT (the "Agreement") with respect to
certain stock option award agreements (the "Option Agreements") issued under the
Corrections Corporation of America Amended and Restated 1997 Employee Share
Incentive Plan (the "1997 Plan") and the Corrections Corporation of America
Amended and Restated 2000 Stock Incentive Plan, as amended (the "2000 Plan" and
together with the 1997 Plan, the "Plans"), is made by and between Corrections
Corporation of America, a Maryland corporation (the "Company"), and the holder
of the Company's options named in Exhibit A hereto (the "Holder").
WHEREAS, the Holder has been granted one or more options (the "Options")
to acquire shares of common stock of the Company in such quantities and at the
exercise prices set forth in Exhibit A hereto pursuant to the Option Agreements
(the "Shares");
WHEREAS, the Options upon execution hereof shall be deemed fully vested
and exercisable by reason of an action of the Company's Board of Directors
effective December 30, 2005 (the "Acceleration"); and
WHEREAS, the Company wishes, and the Holder has agreed, to impose certain
resale restrictions on the Shares underlying to the Options as provided herein
on the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, it is agreed as follows:
1. The Holder acknowledges that he or she has reviewed this Agreement in
full.
2. As consideration for the benefit of the Acceleration bestowed upon the
Holder by the Company, the Holder agrees not to sell, contract to sell, grant
any option to purchase, transfer the economic risk of ownership in, make any
short sale of, pledge or otherwise transfer or dispose of any Shares (or any
interest in any Shares) until the Shares have been released from the foregoing
resale restrictions, as further described below (such restrictions are
hereinafter referred to as the "Resale Restrictions").
3. Except with respect to Shares that are listed as "Current" on Exhibit A
(as set forth in Section 4 below), the Resale Restrictions shall lapse on the
dates set forth in the "Lapse Date" column of Exhibit A and with respect to the
number of unexercised Shares as set forth in the "Unexercised Shares" column of
Exhibit A.
4. The Company agrees that the Shares denoted as "Current" in the "Lapse
Date" column in Exhibit A shall not be subject to the Resale Restrictions.
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5. Notwithstanding the foregoing, in the event the Holder's employment or
service with the Company is terminated for any reason, 100% of the Shares
underlying the Options shall become free from the Resale Restrictions on the
effective date of termination.
6. This Agreement shall be effective as of December 30, 2005.
7. The Holder represents and warrants that he or she has full power to
enter into this Agreement.
8. As additional consideration for the benefit of the Acceleration
bestowed upon the Holder by the Company, the Holder hereby agrees to enter into,
on or before December 30, 2005, a Non-Competition, Non-Solicitation and
Non-Disclosure Agreement with the Company in form and substance satisfactory to
the Company and the Holder.
9. Except as set forth herein, all other terms and conditions applicable
to the Options shall remain the same. This Agreement, the Option Agreements and
the Plans constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior understandings
and agreements of the Company and the Holder with respect to the subject matter
hereof, and may not be modified except by means of a writing signed by the
Company and the Holder. In the event any terms of this Agreement, the Option
Agreements or the Plans differ, the terms of this Agreement shall prevail. This
Agreement is to be construed in accordance with and governed by the internal
laws of the State of Maryland without giving effect to any choice of law rule
that would cause the application of the laws of any jurisdiction other than the
internal laws of the State of Maryland to the rights and duties of the parties.
Nothing in this Agreement (except as expressly provided herein) is intended to
confer any rights or remedies on any persons other than the parties. Should any
provision of this Agreement be determined to be illegal or unenforceable, such
provision shall be enforced to the fullest extent allowed by law and the other
provisions shall nevertheless remain effective and shall remain enforceable.
10. This Agreement shall be binding upon the Company and the Holder as
well as the successors and assigns (if any) of the Company and the Holder.
[The following page is the Signature Page.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered on the date set forth beside such party's signature.
Dated: December __, 0000
XXXXXXXXXXX XXXXXXXXXXX XX XXXXXXX
By: _______________________________
Name: Xxxx Xxxxxxxx
Title: Chief Executive Officer
Dated: December __, 2005
HOLDER:
___________________________________
(Signature)
___________________________________
(Printed/Typed Name)
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EXHIBIT A
OPTION INFORMATION
NAME OF HOLDER: ____________________________
ORIGINAL OPTION GRANT DATE ORIGINAL QUANTITY OF SHARES UNEXERCISED SHARES APPLICABLE PLAN EXERCISE PRICE LAPSE DATE(1)
-------------------------- --------------------------- ------------------ -------------- -------------- -------------
(1) IN THE EVENT OF A "CHANGE IN CONTROL" OR "POTENTIAL CHANGE IN CONTROL" OF
THE COMPANY (AS SUCH TERMS ARE DEFINED IN THE APPLICABLE PLAN), THE LAPSE DATES
SET FORTH HEREIN SHALL ACCELERATE TO THE DATE OF SUCH "CHANGE IN CONTROL" OR
"POTENTIAL CHANGE IN CONTROL" IN THE SAME MANNER THAT THE VESTING OF AN OPTION
ACCELERATES UNDER THE APPLICABLE PLAN.
