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EXHIBIT 10.30
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made on this 1st day of January, 1999, by and between
PRISON REALTY CORPORATION, a Maryland corporation (the "Company"), and J.
XXXXXXX XXXXXXX (the "Employee").
W I T N E S S E T H:
WHEREAS, the Company desires to retain the services of the Employee,
and the Employee desires to be employed by the Company, on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and conditions set forth below, the parties hereto agree as follows:
1. Employment. The Company hereby employs the Employee as its
Vice-Chairman of the Board of Directors of the Company (the "Board") (or, if the
Employee is not serving as a member of the Board of Directors, in such
comparable office as the Board shall deem proper) and the Employee hereby
accepts such employment upon the terms and conditions of this Agreement. In such
capacity, the Employee shall have such duties, functions, responsibilities and
authority as are consistent with the Employee's position, subject to the general
direction, approval and control of the Board. The duties of the Employee may be
expanded, restricted or otherwise altered from time to time by the Board,
consistent with the general duties, authority, and responsibilities set forth
herein.
2. Compensation.
(a) Base Salary. In consideration of the services rendered by the
Employee pursuant to Section 1 hereof, the Company shall pay the Employee a base
salary (the "Base Salary") of $157,500 per annum payable in accordance with the
Company's normal payment practices but in no event less frequently than monthly.
At the end of each year during the term hereof, the Base Salary shall be
reviewed by the Compensation Committee of the Board (the "Compensation
Committee") and may be increased (but not decreased) in the Compensation
Committee's absolute discretion.
(b) Bonus. In the absolute discretion of the Compensation Committee,
the Employee may receive a bonus in an amount to be determined by the
Compensation Committee.
(c) Benefits. The Employee shall also be entitled:
(i) to receive, in the absolute discretion of the Compensation
Committee, share options (incentive or non-qualified), restricted
shares, deferred shares and other awards under the CCA Prison Realty
Trust 1997 Employee Share Incentive Plan, such plan having been assumed
by the Company (the "Share Incentive Plan");
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(ii) to participate in any executive deferred compensation plan or
qualified retirement plan adopted by the Company, subject to and on a
basis consistent with the terms, conditions and overall administration
of such plans; and
(iii) to participate in or receive benefits under any employee
benefit plan or other arrangement including, but not limited to, any
medical, dental, retirement, disability, life insurance, sick leave and
vacation plans or arrangements made available by the Company to any of
its employees, subject to and on a basis consistent with the terms,
conditions and overall administration of such plans or arrangements.
(d) Expenses. The Company shall promptly reimburse the Employee for all
reasonable travel and other business expenses incurred by the Employee in the
performance of his duties under this Agreement upon evidence of receipt.
3. Covenants of Employee.
(a) Non-Competition. The Company and the Employee recognize and
acknowledge that the Company's business has a national scope and the Company is
contemplating doing business in every state in the United States and that it is
reasonably anticipated that the Employee will perform his duties under this
Agreement in every state in the United States. During the term of this Agreement
(and thereafter for a period of three (3) years), the Employee will not, within
the United States, directly or indirectly, own, manage, operate, control, be
employed by, participate in, or be connected in any manner with the ownership,
management, operation, or control of a real estate investment trust or any other
entity engaged in the ownership, development, financing or acquisition of
correctional and detention facilities or otherwise compete, directly or
indirectly, with the Company. The Employee acknowledges that the provisions of
this paragraph are essential to the continued goodwill and profitability of the
Company. Should any court determine that the provisions of this paragraph shall
be unenforceable in respect to scope, duration, or geographic area, such court
may substitute to the extent enforceable, provisions similar hereto or other
provisions so as to provide the Company, to the fullest extent permitted by
applicable law, the benefits intended by this paragraph.
(b) Non-Disclosure. The Employee acknowledges that the Company's
knowledge of its business, its development plans, its method of operation and
managing the business, its cost control methods, its financial or other
performance data, its trade secrets, its methods for bidding on projects,
confidential information of the Company, its subsidiaries, affiliates, and
franchises and the Company's list of customers and prospective customers (as it
may exist from time to time) are valuable, special, and unique assets of the
Company and are proprietary to the Company. The Employee will not, during or
after the term of his employment, disclose any part thereof to any person, firm,
corporation, association, or other entity for any reason or purpose whatsoever.
(c) Remedies. In addition to any other rights and remedies available
under this Agreement, at law or otherwise, the Company shall be entitled to an
injunction to be issued by any
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court of competent jurisdiction enjoining and restraining the Employee from
committing any violation of subsections (a) and (b) above. Any provisions of
subsections (a) and (b) above which are deemed invalid, illegal or unenforceable
in any jurisdiction shall, as to that jurisdiction and subject to this paragraph
be ineffective to the extent of such invalidity, illegality or unenforceability,
without affecting in any way the remaining provisions hereof in such
jurisdiction or rendering that or any other provisions of this Agreement
invalid, illegal, or unenforceable in any other jurisdiction. If any covenant
should be deemed invalid, illegal or unenforceable because its scope is
considered excessive, such covenant shall be modified so that the scope of the
covenant is reduced only to the minimum extent necessary to render the modified
covenant valid, legal and enforceable.
4. Working Facilities. The Employee shall have such facilities and
services as are suitable to his position and appropriate for the performance of
his duties, as the Company may determine.
5. Term and Termination.
(a) Term. The term of this Agreement shall begin on the date first
written above, and shall terminate on the fourth anniversary date thereof. The
term of this Agreement may be extended for an additional period of time by
mutual written agreement of the Company and the Employee.
(b) Termination. The Company may terminate the Employee's employment
upon thirty (30) days prior written notice to the Employee upon the happening of
any of the following events (i) any act of the Employee which constitutes fraud,
gross misconduct, gross negligence or a material breach of this Agreement, (ii)
frequent and repeated failure to perform services which have been reasonably
requested of the Employee by the Board and which are consistent with the terms
of this Agreement, (iii) the death of the Employee, (iv) disability by the
Employee (as determined under the Share Incentive Plan), or (v) a decision by
the Company to terminate its business and liquidate; provided, however, that the
Company shall not terminate the employment of the Employee pursuant to clause
(i) or (ii) hereof unless the Company (A) provides the Employee with at least 15
days prior written notice of its intention to terminate the Employee's
employment hereunder, which notice shall describe the reasons for such
termination, and (B) allows the Employee a reasonable opportunity and a
reasonable period of time to cure any curable acts or omissions on which its
decision to terminate is based.
6. Notices. Any notice required or desired to be given under this
Agreement shall be deemed given if in writing sent by certified mail to his
residence in the case of the Employee, or to its principal office in the case of
the Company.
7. Waiver of Breach. The waiver by the Company of a breach of any
provision of this Agreement by the Employee shall not operate or be construed as
a waiver of any subsequent breach by the Employee. No waiver shall be valid
unless in writing and signed by an authorized officer of the Company.
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8. Assignment. The Employee acknowledges that the services to be
rendered by him are unique and personal. Accordingly, the Employee may not
assign any of his rights or delegate any of his duties or obligations under this
Agreement. 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.
9. Entire Agreement. This Agreement contains the entire understanding
of the parties. 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.
10. Counterparts. This Agreement may be executed in two counterparts,
each of which may be considered an original but which taken together shall
constitute the same instrument.
11. Controlling Law. This Agreement shall be governed and interpreted
under the laws of the State of Tennessee.
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IN WITNESS WHEREOF, the parties have executed this Agreement this the
same day and date first written above.
COMPANY:
PRISON REALTY CORPORATION
By: /s/ Doctor X. Xxxxxx
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Its: Chief Executive Officer
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EMPLOYEE:
/s/ J. Xxxxxxx Xxxxxxx
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J. Xxxxxxx Xxxxxxx
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