EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of this 1st day
of May, 2003, is by and between Corrections Corporation of America, a Maryland
corporation with its principal place of business at 00 Xxxxxx Xxxxx Xxxxxxxxx,
Xxxxxxxxx, Xxxxxxxxx (the "Company"), and G.A. Puryear IV, a resident of
Nashville, Tennessee (the "Executive").
W I T N E S S E T H:
WHEREAS, Executive has been and currently is engaged by the Company to
serve as its General Counsel;
WHEREAS, the Company and Executive desire to confirm this engagement in
an executive employment agreement; and
WHEREAS the Company and the Executive now desire to enter into this
Agreement and set forth the terms and conditions of the Executive's employment
with the Company.
NOW, THEREFORE, for and in consideration of the foregoing recitals, the
mutual promises and covenants set forth below, and other good and valuable
consideration, receipt of which is hereby acknowledged, the Company and the
Executive do hereby agree as follows:
1. Employment. The Executive shall serve as General Counsel of
the Company and such other office or offices to which Executive may be appointed
or elected by the Board of Directors. Subject to the direction and supervision
of the Board of Directors of the Company, the Executive shall perform such
duties as are customarily associated with the office of General Counsel and such
other offices to which Executive may be appointed or elected by the Board of
Directors. The Executive's principal base of operations for the performance of
his duties and responsibilities under this Agreement shall be the offices of the
Company located in Nashville, Tennessee. The Executive agrees to abide by the
Company's Charter and Bylaws as in effect from time to time and the direction of
its Board of Directors except to the extent such direction would be inconsistent
with applicable law or the terms of this Agreement.
2. Term. Subject to the provisions of termination as hereinafter
provided, the initial term of the Executive's employment under this Agreement
shall terminate on December 31, 2003 (the "Initial Term"). Unless the Company
notifies the Executive that his employment under this Agreement will not be
extended or the Executive notifies the Company that he is not willing to extend
his employment, the term of his employment under this Agreement shall
automatically be extended for a series of three (3) additional one (1) year
periods on the same terms and conditions as set forth herein (individually, and
collectively, the "Renewal Term"). The Initial Term and the Renewal Term are
sometimes referred to collectively herein as the "Term."
3. Notice of Non-Renewal. If the Company or the Executive elects
not to extend the Executive's employment under this Agreement, the electing
party shall do so by notifying the other party in writing not less than sixty
(60) days prior to the expiration of the Initial Term, or sixty (60) days prior
to the expiration of any Renewal Term. The Executive's date of termination, for
purposes of this Agreement, shall be the date of the Company's last payment to
the Executive. For the purposes of this Agreement, the election by either the
Company or the Executive not to extend the Executive's employment hereunder for
any renewal term shall be deemed a termination of the Executive's employment
without "Cause," as hereinafter defined.
4. Compensation.
4.1. Base Salary. The Company shall pay the Executive an annual
salary ("Base Salary") of $182,696, which shall be payable to the Executive
hereunder in accordance with the Company's normal payroll practices, but in no
event less often than bi-weekly. The Executive's compensation will be reviewed
by the Board of Directors of the Company, or a committee or subcommittee thereof
to which compensation matters have been delegated, on an annual basis commencing
in February 2004 (or at such other time during the first or second quarter of
2004 when annual compensation for 2004 is reviewed and considered) and, after
taking into consideration both the performance of the Company and the personal
performance of the Executive, the Board of Directors of the Company, or any such
committee or subcommittee, in their sole discretion, may increase the
Executive's compensation to any amount it may deem appropriate.
4.2. Bonus. In the event both the Company and the Executive each
respectively achieve certain financial performance and personal performance
targets as established by the Board of Directors of the Company, or a committee
or subcommittee thereof to which compensation matters have been delegated,
pursuant to a cash compensation incentive plan or similar plan established by
the Company, the Company shall pay to the Executive an annual cash bonus during
the Term of this Agreement pursuant to the terms of such plan. This bonus shall
be payable to the Executive within ten (10) days following the confirmation by
the Board of Directors or applicable committee or subcommittee that such targets
have been met under the applicable plan for the relevant fiscal year. The Board
of Directors of the Company or applicable committee or subcommittee may review
and revise the terms of the cash compensation incentive plan or similar plan
referenced above at any time, after taking into consideration both the
performance of the Company and the personal performance of the Executive, among
other factors, and may, in their sole discretion, amend the cash compensation
incentive plan or similar plan in any manner it may deem appropriate; provided,
however, that any such amendment to the plan shall not affect the Executive's
right to participate in such amended plan or plans.
4.3. Benefits. The Executive shall be entitled to four (4) weeks of
paid vacation annually. In addition, the Executive shall be entitled to
participate in all compensation or employee benefit plans or programs and
receive all benefits and perquisites for which any salaried employees are
eligible under any existing or future plan or program established by the Company
for salaried employees. The Executive will participate to the extent permissible
under the terms and provisions of such plans or programs in accordance with
program provisions.
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These may include group hospitalization, health, dental care, life or other
insurance, tax qualified pension, savings, thrift and profit sharing plans,
termination pay programs, sick leave plans, travel or accident insurance,
disability insurance, and contingent compensation plans including stock purchase
programs and stock option plans. Nothing in this Agreement shall preclude the
Company from amending or terminating any of the plans or programs applicable to
salaried or senior executives as long as such amendment or termination is
applicable to all salaried employees or senior executives. In addition, the
Company shall pay, or reimburse Executive for, all membership fees and related
costs in connection with Executive's membership in professional and civic
organizations which are approved in advance by the Company.
4.4. Expenses Incurred in Performance of Duties. The Company shall
promptly reimburse the Executive for all reasonable travel and other business
expenses incurred by the Executive in the performance of his duties under this
Agreement upon evidence of receipt.
4.5. Withholdings. All compensation payable hereunder shall be
subject to withholding for federal income taxes, FICA and all other applicable
federal, state and local withholding requirements.
5. Termination of Agreement.
5.1. General. During the term of this Agreement, the Company may,
at any time and in its sole discretion, terminate this Agreement with or without
Cause (as hereinafter defined) or upon a Change in Control (as hereinafter
defined), effective as of the date of provision of written notice to the
Executive thereof.
5.2. Effect of Termination With Cause. If the Executive's
employment with the Company shall be terminated with Cause: (i) the Company
shall pay the Executive his Base Salary earned through the date of termination
of the Executive's employment with the Company (the "Termination Date"); and
(ii) the Company shall not have any further obligations to the Executive under
this Agreement except those required to be provided by law or under the terms of
any other agreement between the Company and the Executive.
5.3. Definition of "Cause." For purposes of this Agreement, "Cause"
shall mean: (i) the death of the Executive; (ii) the permanent disability of the
Executive, which shall be defined as the inability of the Executive, as a result
of physical or mental illness or incapacity, to substantially perform his duties
pursuant to this Agreement for a period of one hundred eighty (180) days during
any twelve (12) month period; (iii) the Executive's conviction of a felony or of
a crime involving dishonesty or moral turpitude, including, without limitation,
any act or crime involving misappropriation or embezzlement of Company assets or
funds; (iv) willful or material wrongdoing by the Executive, including, but not
limited to, acts of dishonesty or fraud, which could be expected to have a
materially adverse effect on the Company or its subsidiaries or affiliates, as
determined by the Company and its Board of Directors; (v) material breach by the
Executive of a material obligation under this Agreement or of his fiduciary duty
to the Company or its stockholders; (vi) the Executive's intentional violation
of any applicable local, state or federal law or regulation affecting the
Company in any material respect, as determined by the Company and its Board of
Directors. Notwithstanding the foregoing, to the extent that any of the
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events, actions or breaches set forth above are able to be remedied or cured by
the Executive, Cause shall not be deemed to exist (and thus the Company may not
terminate the Executive for Cause hereunder) unless the Executive fails to
remedy or cure such event, action or breach within twenty (20) days after being
given written notice by the Company of such event, action or breach.
5.4. Effect of Termination Without Cause. If the Executive's
employment with the Company is terminated without Cause, the Company shall pay
to the Executive an amount equal to the Executive's Base Salary, based upon the
annual rate payable as of the date of termination, without any cost of living
adjustments, which shall be payable for a period of twelve (12) months from the
date of termination on the same terms and with the same frequency as the
Executive's Base Salary was paid prior to termination.
5.5. Effect of Termination Upon a Change in Control. If the
Executive's employment with the Company is terminated upon a Change in Control,
the Company shall (i) pay to the Executive a one-time payment, to be paid within
sixty (60) days of the date of termination, in an amount equal to 2.99 times the
Executive's Base Salary, based upon the annual rate payable as of the date of
termination, without any cost of living adjustments; (ii) reimburse Executive
for any Gross-Up Payment (as hereinafter defined) or other payment payable
pursuant to the provisions of Section 8 herein; and (iii) continue to provide
hospitalization, health, dental care, and life and other insurance benefits to
the Executive for a period of one (1) year following such termination on the
same terms and conditions existing immediately prior to termination.
Notwithstanding the foregoing, each of the following events shall be considered
a termination upon a Change in Control for purposes of this paragraph: (i) the
Executive's voluntary resignation for any reason following a Change in Control,
or (ii) a material reduction in the duties, powers or authority of the Executive
as an officer or employee of the Company following a Change in Control.
5.6. Definition of a "Change of Control". "Change of Control" shall
mean the occurrence of any of the following events:
(i) the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended), of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Securities Exchange Act) of
fifty percent (50%) or more of the combined voting power of the
then-outstanding voting securities of the Company entitled to vote
generally in the election of directors, but excluding for the purpose
of this section, any such acquisition by (A) the Company or any of its
subsidiaries, (B) any employee benefit plan (or related trust) or (C)
any corporation with respect to which, following such acquisition, more
than fifty percent (50%) of the combined voting power of the
then-outstanding voting securities of the Company entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by individuals and entities who, immediately
prior to such acquisition, were the beneficial owners of the then
outstanding voting securities of the Company entitled to vote generally
in the election of directors; or
(ii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation or entity
regardless of which entity is the survivor,
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other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or being
converted into voting securities of the surviving entity) at least
fifty percent (50%) of the combined voting power of the voting
securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; or
(iii) the stockholders of the Company approve a plan of
complete liquidation or winding-up of the Company or an agreement for
the sale or disposition by the Company of all or substantially all of
the Company's assets; or
(iv) any event which the Board of Directors determines
should constitute a Change in Control.
5.7. Resignation by the Executive. The Executive shall be entitled
to resign his employment with the Company at any time during the term of this
Agreement. If the Executive resigns his employment with the Company for any
reason other than as set forth in Section 5.5. herein: (i) the Company shall pay
the Executive his Base Salary earned through the date of termination of the
Executive's employment with the Company as the result of his resignation and
(ii) the Company shall not have any further obligations to the Executive under
this Agreement except those required to be provided by law or under the terms of
any other agreement between the Company and the Executive.
6. Non-Competition, Non-Solicitation and Confidentiality and
Non-Disclosure
6.1. Non-Competition, Non-Solicitation. The Executive hereby
covenants and agrees that during the Term of the Executive's employment
hereunder and for a period of one (1) year thereafter, Executive shall not,
directly or indirectly: (i) own any interest in, operate, join, control or
participate as a partner, director, principal, officer or agent of, enter into
the employment of, act as a consultant to, or perform any services for any
entity (each a "Competing Entity") which has material operations which compete
with any business in which the Company or any of its subsidiaries is then
engaged or, to the then existing knowledge of the Executive, proposes to engage;
(ii) solicit any customer or client of the Company or any of its subsidiaries
(other than on behalf of the Company) with respect to any business in which the
Company or any of its subsidiaries is then engaged or, to the then existing
knowledge of the Executive, proposes to engage; or (iii) induce or encourage any
employee of the Company or any of its subsidiaries to leave the employ of the
Company or any of its subsidiaries; provided, that the Executive may, solely as
an investment, hold not more than five percent (5%) of the combined voting
securities of any publicly-traded corporation or other business entity. The
foregoing covenants and agreements of the Executive are referred to herein as
the "Restrictive Covenant." The Executive acknowledges that he has carefully
read and considered the provisions of the Restrictive Covenant and, having done
so, agrees that the restrictions set forth in this Section 6.1., including
without limitation the time period of restriction set forth above, are fair and
reasonable and are reasonably required for the protection of the legitimate
business and economic interests of the Company. The Executive further
acknowledges that the Company would not have entered into
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this Agreement or agreed to grant the Executive the stock option pursuant to
Section 4.7 herein absent Executive's agreement to the foregoing.
In the event that, notwithstanding the foregoing, any of the provisions
of this Section 6.1. or any parts hereof shall be held to be invalid or
unenforceable, the remaining provisions or parts hereof shall nevertheless
continue to be valid and enforceable as though the invalid or unenforceable
portions or parts had not been included herein. In the event that any provision
of this Section 6.1. relating to the time period and/or the area of restriction
and/or related aspects shall be declared by a court of competent jurisdiction to
exceed the maximum restrictiveness such court deems reasonable and enforceable,
the time period and/or area of restriction and/or related aspects deemed
reasonable and enforceable by such court shall become and thereafter be the
maximum restrictions in such regard, and the provisions of the Restrictive
Covenant shall remain enforceable to the fullest extent deemed reasonable by
such court.
6.2 Confidentiality and Non-Disclosure. In consideration of the
rights granted to the Executive hereunder, the Executive hereby agrees that
during the term of this Agreement and for a period of three (3) years thereafter
to hold in confidence all information concerning the Company or its business,
including, but not limited to contract terms, financial information, operating
data, or business plans or models, whether for existing, new or developing
businesses, and any other proprietary information (hereinafter, collectively
referred to as the "Proprietary Information"), whether communicated orally or in
documentary or other tangible form. The parties to this Agreement recognize that
the Company has invested considerable amounts of time and money in attaining and
developing all of the information described above, and any unauthorized
disclosure or release of such Proprietary Information in any form would
irreparably harm the Company.
7. Indemnification. The Company shall indemnify the Executive to
the fullest extent that would be permitted by law (including a payment of
expenses in advance of final disposition of a proceeding) as in effect at the
time of the subject act or omission, or by the Charter or Bylaws of the Company
as in effect at such time, or by the terms of any indemnification agreement
between the Company and the Executive, whichever affords greatest protection to
the Executive, and the Executive shall be entitled to the protection of any
insurance policies the Company may elect to maintain generally for the benefit
of its officers or, during the Executive's service in such capacity, directors
(and to the extent the Company maintains such an insurance policy or policies,
in accordance with its or their terms to the maximum extent of the coverage
available for any company officer or director); against all costs, charges and
expenses whatsoever incurred or sustained by the Executive (including but not
limited to any judgement entered by a court of law) at the time such costs,
charges and expenses are incurred or sustained, in connection with any action,
suit or proceeding to which the Executive may be made a party by reason of his
being or having been an officer or employee of the Company, or serving as an
officer or employee of an affiliate of the Company, at the request of the
Company, other than any action, suit or proceeding brought against the Executive
by or on account of his breach of the provisions of any employment agreement
with a third party that has not been disclosed by the Executive to the Company.
The provisions of this Section 7. shall specifically survive the expiration or
earlier termination of this Agreement.
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8. Tax Reimbursement Payment.
(i) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment
or distribution by or on behalf of the Company to or for the benefit of
Executive as a result of a Change in Control, as defined herein,
(whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise, a "Payment") would be subject
to the excise tax imposed by Section 4999 of the Code, or any interest
or penalties are incurred by Executive with respect to such excise tax
(such excise tax together with any such interest and penalties are
hereinafter collectively referred to as the "Excise Tax"), then
Executive shall be entitled to receive an additional payment (a
"Gross-Up Payment") in an amount such that after payment by Executive
of all taxes (including any interest or penalties imposed with respect
to such taxes), including, without limitation, any income taxes (and
any interest and penalties imposed with respect thereto) and Excise Tax
imposed upon the Gross-Up Payment, Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
(ii) Subject to the provisions of subsection (iii) below,
all determinations required to be made under this Section 8., including
whether and when a Gross-Up Payment is required, the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at such
determination, shall be made by a nationally recognized accounting firm
or law firm selected by the Executive, subject to the consent of the
Company, which consent shall not be unreasonably withheld (the "Tax
Firm"); provided, however, that the Tax Firm shall not determine that
no Excise Tax is payable by the Executive unless it delivers to
Executive a written opinion (the "Tax Opinion") that failure to pay the
Excise Tax and to report the Excise Tax and the payments potentially
subject thereto on or with Executive's applicable federal income tax
return will not result in the imposition of an accuracy-related or
other penalty on Executive. All fees and expenses of the Tax Firm shall
be borne solely by the Company. Within fifteen (15) business days of
the receipt of notice from Executive that there has been a Payment, or
such earlier time as is requested by the Company, the Tax Firm shall
make all determinations required under this Section 8., shall provide
to the Company and Executive a written report setting forth such
determinations, together with detailed supporting calculations, and, if
the Tax Firm determines that no Excise Tax is payable, shall deliver
the Tax Opinion to the Executive. Any Gross-Up Payment, as determined
pursuant to this Section 8., shall be paid by the Company to Executive
within fifteen (15) days of the receipt of the Tax Firm's
determination. Subject to the other provisions of this Section 8., any
determination by the Tax Firm shall be binding upon the Company and the
Executive; provided, however, that the Executive shall only be bound to
the extent that the determinations of the Tax Firm hereunder, including
the determinations made in the Tax Opinion, are reasonable and
reasonably supported by applicable law. The parties acknowledge,
however, that as a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by
the Tax Firm hereunder or as a result of a contrary determination by
the Internal Revenue Service, it is possible that Gross-Up Payments
which will not have been made by the Company should have been made
("Underpayment"), consistent with the calculations required to be made
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hereunder. In the event that it is ultimately determined in accordance
with the procedures set forth in subsection (iii) below that the
Executive is required to make a payment of any Excise Tax, the Tax Firm
shall reasonably determine the amount of the Underpayment that has
occurred and any such Underpayment shall be promptly paid by the
Company to or for the benefit of Executive. In determining the
reasonableness of the Tax Firm's determinations hereunder and the
effect thereof, the Executive shall be provided a reasonable
opportunity to review such determinations with the Tax Firm and the
Executive's tax counsel. The Tax Firm's determinations hereunder, and
the Tax Opinion, shall not be deemed reasonable until the Executive's
reasonable objections and comments thereto have been satisfactorily
accommodated by the Tax Firm.
(iii) The Executive shall notify the Company in writing of
any claims by the Internal Revenue Service that, if successful, would
require the payment by the Company of the Gross-Up Payment. Such
notification shall be given as soon as practicable but no later than
thirty (30) calendar days after Executive actually receives notice in
writing of such claim and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be paid;
provided however, that the failure of Executive to notify the Company
of such claim (or to provide any required information with respect
thereto) shall not affect any rights granted to the Executive under
this Section 8. except to the extent that the Company is materially
prejudiced in the defense of such claim as a direct result of such
failure. The Executive shall not, unless otherwise required by the
Internal Revenue Service, pay such claim prior to the expiration of the
30-day period following the date on which he gives such notice to the
Company (or such shorter period ending on the date that any payment of
taxes with respect to such claim is due). If the Company notifies the
Executive in writing prior to the expiration of such 30-day period that
it desires to contest such claim, the Executive shall:
(1) give the Company and information reasonably
requested by the Company relating to such claim;
(2) take such action in connection with
contesting such claim as the Company shall reasonably request
in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by
an attorney selected by the Company and reasonably acceptable
to Executive;
(3) cooperate with the Company in good faith in
order effectively to contest such claim; and
(4) if the Company elects not to assume and
control the defense of such claim, permit the Company to
participate in any proceedings relating to such claim;
provided, however, that the Company shall bear and pay directly all
costs and expenses (including additional interest and penalties
incurred in connection with such contest and shall indemnify and hold
the Executive harmless, on an after-tax basis, for any Excise Tax or
income tax (including interest and penalties with respect thereto)
imposed as a
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result of such representation and payment of costs and expenses.
Without limiting the foregoing provisions of this subsection (iii), the
Company shall have the right, at its sole option, to assume the defense
of and control all proceedings in connection with such contest, in
which case it may pursue or forego any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in
respect of such claim and may either direct the Executive to pay the
tax claimed and xxx for a refund or contest the claim in any
permissible manner, and the Executive agrees to prosecute such contest
to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, however, that if the Company directs
the Executive to pay such claim and xxx for a refund, the Company shall
advance the amount of such payment to the Executive, on an
interest-free basis and shall indemnify and hold the Executive
harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with
respect to such advance or with respect to any imputed income with
respect to such advance; and further provided that any extension of the
statue of limitations relating to payment of taxes for the taxable year
of the Executive with respect to which such contested amount is claimed
to be due is limited solely to such contested amount. Furthermore, the
Company's right to assume the defense of and control the contest shall
be limited to issues with respect to which a Gross-Up Payment would be
payable hereunder, and the Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.
(iv) If, after the receipt by the Executive of an amount
advanced by the Company pursuant to this Section 8., the Executive
becomes entitled to receive any refund with respect to such claim, the
Executive shall (subject to the Company's complying with the
requirements of subsection (iii) above) promptly pay to the Company the
amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the receipt by the
Executive of an amount advanced by the Company pursuant to subsection
(iii) above, a determination is made that the Executive is not entitled
to a refund with respect to such claim and the Company does not notify
the Executive in writing of its intent to contest such denial of refund
prior to the expiration of thirty (30) days after such determination,
then such advance shall, to the extent of such denial, be forgiven and
shall not be required to be repaid and the amount of forgiven advance
shall offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid.
9. Notices. Any notice required or desired to be given under this
Agreement shall be in writing and shall be delivered personally, transmitted by
facsimile or mailed by registered mail, return receipt requested, or delivered
by overnight courier service and shall be deemed to have been given on the date
of its delivery, if delivered, and on the third (3rd) full business day
following the date of the mailing, if mailed, to each of the parties thereto at
the following respective addresses or such other address as may be specified in
any notice delivered or mailed as above provided:
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(i) If to the Executive, to:
G.A. Xxxxxxx IV
0000 Xxxx Xxxx
Xxxxxxxxx, Xxxxxxxxx 00000
(ii) If to the Company, to:
Corrections Corporation of America
00 Xxxxxx Xxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Chief Executive Officer and President
Facsimile: (000) 000-0000
10. Waiver of Breach. The waiver by either party of any provision
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by the other party.
11. Assignment. The rights and obligations of the Company under
this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the Company. The Executive acknowledges that the
services to be rendered by him are unique and personal, and the Executive may
not assign any of his rights or delegate any of his duties or obligations under
this Agreement.
12. Entire Agreement. This instrument contains the entire
agreement of the parties and supercedes in full and in all respects any prior
oral or written agreement between the parties with respect to Executive's
employment with the Company. It may not be changed orally but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, extension or discharge is sought.
13. Controlling Law. This Agreement shall be governed and
interpreted under the laws of the State of Tennessee.
14. Headings. The sections, subjects and headings in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
15. Enforcement. If the Executive is the prevailing party in any
dispute among the parties hereto regarding the enforcement of one or more of the
provisions of this Agreement, then the Company shall reimburse the Executive for
any reasonable attorneys' fees and other expenses incurred by him in connection
with such dispute.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written.
EXECUTIVE:
G.A. Xxxxxxx IV
/s/ G.A. Xxxxxxx IV
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COMPANY:
Corrections Corporation of America
By: /s/ Xxxx X. Xxxxxxxx
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Title: President
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