Ex-10.1



 





Exhibit 10.1




DIRECTOR NON-QUALIFIED OPTION AGREEMENT




     THIS NON-QUALIFIED OPTION AGREEMENT (the “Agreement”), is dated as of the ___day of
___, 20___by and between Corrections Corporation of America, a Maryland corporation (the
“Company”), and ___(“Optionee”).



W I T N E S S E T H:




     WHEREAS, the Company has adopted the Amended and Restated Corrections Corporation of America
2000 Stock Incentive Plan (the “Plan”), which authorizes and directs the Company to grant Options
(as defined in the Plan) to members of the Company’s Board of Directors (the “Board”) who are not
employees of the Company (“Non-Employee Directors”);



     WHEREAS, the Company and Optionee wish to confirm the terms and conditions of an Option
granted to the Optionee on ___, 20___(the “Date of Grant”).



     NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, it is agreed between the parties hereto as follows:



     1. Definitions. Except as provided in this Agreement, or unless the context otherwise
requires, the terms used herein shall have the same meaning as set forth in the Plan.



     2. Grant of Option. Upon and subject to the terms, restrictions, limitations and
conditions stated herein, the Company hereby grants to Optionee an option (the “Option”) to
purchase up to ______ shares of the Company’s Common Stock (collectively, the “Option Shares”).



     3. Option
Price. The purchase price per Option Share shall be $______ (the “Option
Price”). This purchase price equals 100% of the Fair Market Value of each Option Share on the Date
of Grant.



     4. Exercise; Vesting; Forfeiture.



          (i) Except as otherwise provided herein, Optionee shall have the right to exercise the Option,
if and to the extent the Option has vested in accordance with subparagraphs (iii) and (iv) below,
at any time during the ten-year period commencing on the Date of Grantprovided, however, that
except as otherwise provided in subparagraph (iv) below, Optionee may not exercise the Option
unless Optionee is continuously after the Date of Grant a director of the Company for a one-year
period.




          (ii) Optionee shall exercise the Option in accordance with the procedures set forth in Section
6(e) of the Plan. Optionee (or the personal representative of or successor to Optionee) shall have
no rights as a shareholder with respect to any shares covered by this Option




 









 








until the issuance of a share certificate to him for such shares. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other property) or
distributions or other rights on or with respect to the Option Shares for which the record date is
prior to the date of exercise, except as provided in Section 6 of the Plan.




     (iii) Subject to the provisions of subparagraph (iv) below, the Option shall vest with respect
to the Option Shares on the Vesting Date (as herein defined). For purposes hereof, the term
“Vesting Date” shall mean the following date: ______.



     (iv) In the event that: (a) Optionee dies while serving as a director of the Company or within
three (3) months after the termination of Optionee’s position as a director of the Company for any
reason; or (b) Optionee’s service as director of the Company terminates by reason of Optionee’s
Disability, then in any such case the Option shall vest in full and may be, unless earlier
terminated or expired, exercised by Optionee (or by Optionee’s estate or by a person who acquired
the right to exercise such Option by bequest or inheritance or otherwise by reason of the death or
Disability of Optionee) at any time during the stated term of the Option. In the event that there
occurs a Change of Control, then in such case the Option shall vest in full and, unless earlier
terminated or expired, may be exercised by Optionee (or by Optionee’s estate or by a person who
acquired the right to exercise such Option by bequest or inheritance or otherwise by reason of the
death or Disability of Optionee) within one (1) year following the Change in Control. For the
purpose of this Agreement and notwithstanding any provision(s) of the Plan or this Agreement to the
contrary, subject to the first sentence in this subparagraph (iv), in the event Optionee’s service
as a director of the Company is terminated (other than as the result of Optionee’s death or
Disability) prior to ______, 20___, then the Option, to the extent the Option has vested and
unless it earlier terminates or expires, may be exercised at any time during the stated term of the
Option, with the unvested portion of the Option being forfeited. Subject to the first sentence of
this subparagraph (iv), in the event Optionee’s service as a director of the Company is terminated
(including as the result of Optionee’s death or Disability) on or following ______, 20___,
unless terminated or expired, the Option shall become immediately vested and nonforfeitable for the
ten-year period following the Date of Grant. Nothing in this Agreement or in any Option granted
pursuant hereto shall confer upon Optionee any right to continue in the service of the Company or
interfere in any way with the right of the Company to terminate Optionee’s service at any time.



     5. Option Subject to Plan. The Option and the Option Shares shall be subject to, and
the Company and Optionee agree to be bound by, all of the terms and conditions of the Plan
(including restrictions on transferability), as the same shall have been amended in accordance with
the terms thereof.



     6. Amendments to Option. Subject to the restrictions contained in the Plan, the Board
may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue,
cancel or terminate, the Option, prospectively or retroactively; provided that any such waiver,
amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely
affect the rights of the Optionee or the holder or beneficiary of the Option shall not to that
extent be effective without the consent of the Optionee, holder or beneficiary affected.



 









 





     7. Withholding. In order to provide the Company with the opportunity to claim the
benefit of any income tax deduction which may be available to it upon the exercise of the Option,
and in order to comply with all applicable federal or state tax laws or regulations, the Company
may take such action as it deems appropriate to insure that, if necessary, all applicable federal,
state or other taxes are withheld or collected from the Optionee.



     8. Governing Laws. This Agreement shall be construed, administered and enforced
according to the laws of the State of Maryland, without regard to the conflicts of laws provisions
thereof; provided, however, no Option may be exercised except, in the reasonable judgment of the
Board, in compliance with exemptions under applicable state securities laws of the state in which
Optionee resides, and/or any other applicable securities laws.



     9. Successors. This Agreement shall be binding upon and inure to the benefits of the
heirs, legal representatives, successors and permitted assigns of the parties.



     10. Notice. Except as otherwise specified herein, all notices and other
communications under this Agreement shall be in writing and shall be deemed to have been given if
personally delivered or if sent by registered or certified United States mail, return receipt
requested, postage prepaid, addressed to the proposed recipient at the last known address of such
recipient. Any party may designate any other address to which notices shall be sent by giving
notice of such address to the other parties in the same manner provided herein.



     11. Severability. In the event that any one or more of the provisions or portion
thereof contained in this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, the same shall not invalidate or otherwise affect any other
provisions of this Agreement and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision or portion thereof had never been contained herein.



     12. Entire Agreement. Subject to the terms and conditions of the Plan, this
Agreement expresses the entire understanding and agreement of the parties hereto with respect to
such terms, restrictions and limitations. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall constitute one and
the same instrument.



     13. Violation. Any transfer, pledge, sale, assignment, or hypothecation of
the Option except in accordance with this Agreement shall be a violation of the terms hereof and
shall be void and without effect.



     14. Headings. Section headings used herein are for convenience of reference only and
shall not be considered in construing this Agreement.



     15. Specific Performance. In the event of any actual or threatened default in, or
breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who
are thereby aggrieved shall have the right to specific performance and injunction in addition to
any and all other rights and remedies at law or in equity, and all such rights and remedies shall
be cumulative.



 









 





     16. Counterparts. This Agreement may be executed by the signatures of each of the
parties hereto, or to a counterpart of this Agreement, and all such counterparts shall collectively
constitute one Agreement. Facsimile signatures shall constitute original signatures for purposes
of this Agreement.



 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	COMPANY:





CORRECTIONS CORPORATION OF AMERICA

 	 
	 	By:  	 	 
	 	Title: 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	OPTIONEE:

 	 
	 	
 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	Signature: