Ex-10.1 Amendment to The 2006 Stock Incentive Plan



 







     EXHIBIT 10.1



 




    AMENDMENT
    TO



 




    THE



 




    GEO
    GROUP, INC. 2006 STOCK INCENTIVE PLAN



 



    The GEO Group, Inc. (the “Company”) hereby amends The
    GEO Group, Inc. 2006 Stock Incentive Plan (the “Plan”)
    effective May 1, 2007 as follows:



 



    1. Section 5(a) of the Plan is hereby amended by
    deleting all of its text, and replacing it with the following
    text:



 



    “Shares Available for Awards. The Common Stock
    that may be issued pursuant to Awards granted under the Plan
    shall be treasury shares or authorized but unissued shares of
    the Common Stock. The total number of shares of Common Stock
    that may be issued pursuant to Awards granted under the Plan
    shall be the sum of Seven Hundred Thousand (700,000)
    shares.”



 



    2. Section 5(c)(ii) is hereby amended by deleting all
    of its text, and replacing it with the following text:



 



    “With respect to the shares of Common Stock reserved
    pursuant to this Section, a maximum of Three Hundred and Seventy
    Five Thousand (375,000) of such shares may be issued in
    connection with Awards, other than Stock Options and Stock
    Appreciation Rights, that are settled in Common Stock”



 



    3. Section 5(f) is hereby amended by deleting all of
    its text, and replacing it with the following text:



 



    “Recapitalization. If the outstanding shares of
    Common Stock are increased or decreased or changed into or
    exchanged for a different number or kind of shares or other
    securities of GEO by reason of any recapitalization,
    reclassification, reorganization, stock split, reverse split,
    combination of shares, exchange of shares, stock dividend or
    other distribution payable in capital stock of GEO or other
    increase or decrease in such shares effected without receipt of
    consideration by GEO occurring after the Effective Date, an
    appropriate and proportionate adjustment shall be made by the
    Committee to (i) the aggregate number and kind of shares of
    Common Stock available under the Plan  (including, but not
    limited to, the aggregate limits of the number of shares of
    Common Stock described in Sections 5(c)(i) and 5(c)(ii)),
    (ii) the limits on the number of shares of Common Stock
    that may be granted to an Eligible Employee in any one fiscal
    year, (iii) the calculation of the reduction of shares of
    Common Stock available under the Plan, (iv) the number and
    kind of shares of Common Stock issuable upon exercise (or
    vesting) of outstanding Awards granted under the Plan;
    (v) the Exercise Price of outstanding Options granted under
    the Plan, and/or (vi) the number of shares of Common Stock
    subject to Awards granted to Non-Employee Directors under
    Section 10. No fractional shares of Common Stock or units
    of other securities shall be issued pursuant to any such
    adjustment under this Section 5(f), and any fractions
    resulting from any such adjustment shall be eliminated in each
    case by rounding downward to the nearest whole share or unit.
    Any adjustments made under this Section 5(f) with respect
    to any Incentive Stock Options must be made in accordance with
    Code Section 424.”



 



    4. Section 11 is hereby amended by deleting all of its
    text, and replacing it with the following text:



 



    “Awards of shares of Common Stock, phantom stock,
    restricted stock units and other awards that are valued in whole
    or in part by reference to, or otherwise based on, Common Stock,
    may also be made, from time to time, to Eligible Individuals as
    may be selected by the Committee. Such Common Stock may be
    issued in satisfaction of awards granted under any other plan
    sponsored by the Company or compensation payable to an Eligible
    Individual. In addition, such awards may be made alone or in
    addition to or in connection with any other Award granted
    hereunder. The Committee may determine the terms and conditions
    of any such award. Each such award shall be evidenced by an
    Award Agreement between the Eligible Individual and the Company
    which shall specify the number of shares of Common Stock subject
    to the award, any consideration therefore, any vesting or
    performance requirements and such other terms and conditions as
    the Committee shall determine in its sole and absolute
    discretion. With respect to the Awards that may be issued solely
    pursuant to this Section 11 and not pursuant to any other
    provision of the Plan, a maximum number of shares of Common
    Stock with respect to which such Awards may be issued, shall not
    exceed five percent (5%) of the total number of shares of Common
    Stock that may be issued under the Plan, as described in
    Section 5(a)”




    

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    5. Section 15(j) is hereby amended by deleting all of
    its text, and replacing it with the following text:



 



    “Modification or Substitution of an Award. Subject
    to the terms and conditions of the Plan, the Committee may
    modify outstanding Awards. Notwithstanding the following, no
    modification of an Award shall adversely affect any rights or
    obligations of the Participant under the applicable Award
    Agreement without the Participant’s consent. The Committee
    in its sole and absolute discretion may rescind, modify, or
    waive any vesting requirements or other conditions applicable to
    an Award. Notwithstanding the foregoing, without the approval of
    the shareholders of GEO in accordance with applicable law, an
    Award may not be modified to reduce the exercise price thereof
    nor may an Award at a lower price be substituted for a surrender
    of an Award, provided that (i) the foregoing shall not
    apply to adjustments or substitutions in accordance with
    Section 5 or Section 12, and (ii) if an Award is
    modified, extended or renewed and thereby deemed to be in
    issuance of a new Award under the Code or the applicable
    accounting rules, the exercise price of such Award may continue
    to be the original Exercise Price even if less than Fair Market
    Value of the Common Stock at the time of such modification,
    extension or renewal. Notwithstanding anything to the contrary
    in this Section 15(j), unless provided for elsewhere in the
    Plan, there shall be no modification or substitution of an Award
    pursuant to this Section 15(j), to the extent such
    modification or substitution adversely affects the Company
    unless such modification or substitution is: 1) approved by
    the Company’s shareholders, 2) required by any law or
    regulation of any governmental authority, 3) is in
    connection with death or Disability of a Participant, 4) is
    in connection with termination of employment or other service of
    a Participant, 5) in connection with Change in Control of
    GEO or 6) in connection with an event described in
    Section 5(f) of the Plan”



 



    IN WITNESS WHEREOF, the Company has caused this Amendment
    to be executed by a duly authorized officer on this day,
    April 5, 2007.



 



    GEO GROUP, INC.



 


			
	 	    By: 
	
    /s/  John
    J. Bulfin









    Name: John J. Bulfin




    Title: Senior Vice President and General Counsel




    

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