Exhibit 10.1


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered
into effective as of August 2, 2007, by and between Cornell Companies, Inc., a
Delaware corporation (the “Company”) and James E. Hyman (the “Employee”).


WHEREAS, the Employee and the Company are parties to that certain
Employment Agreement dated as of March 18, 2005 (“Original Agreement”); and


WHEREAS, the parties have been in discussions regarding adjustments to
the Employee’s compensation, verbally agreed in May 2007 to adjust the Employee’s
Base Salary (as defined below) and other aspects of the Employee’s compensation
and now desire to amend and restate the Original Agreement as set forth herein;


NOW, THEREFORE, for and in consideration of the foregoing premises and
the mutual agreements contained herein, the Company and Employee hereby agree
as follows:


1.             Employment and Term. The Company agrees to employ the Employee
and the Employee agrees to remain in the employ of the Company, in accordance
with the terms and provisions of this Agreement, for the period beginning on
the date hereof.  From the date hereof, Employee’s employment term shall
be a rolling two-year term, which will automatically extend so as to terminate
in two (2) years from the last day worked by the Employee (the “Employment
Period”).


2.             Duties and Powers of
Employee. During the
Employment Period, the Employee shall serve as the Chief Executive Officer and
Chairman of the Board of Directors of the Company and shall have the duties,
powers and authority as set forth in the bylaws and such other powers
consistent therewith as are delegated to him in writing from time to time by
the Board of Directors of the Company (the “Board”). The Employee’s
services shall be performed in Houston, Texas.  During the Employment
Period, Employee shall devote substantially his full time and undivided
attention during normal business hours to the business and affairs of the
Company, except for vacations in accordance with Company policy and except for
Disability (as defined below), but nothing in this Agreement shall preclude
Employee from serving as a director of no more than one for-profit company
involving no conflict of interest with the interests of the Company, from
engaging in charitable and community activities, or from managing his personal
investments, provided that such activities do not materially interfere with the
regular performance of his duties and responsibilities under this Agreement.


3.             Duties of Fiduciary and of
Loyalty.  The Employee acknowledges and agrees that, at
all times during the Employment Period, the Employee owes fiduciary duties to
the Company, including, but not limited to, fiduciary duties of the highest
loyalty, fidelity and allegiance, to act at all times in the best interests of
the Company, to make full disclosure to the Company of all information that
pertains to the Company’s business and interests, to do no act which would
injure the Company’s business, its interests, or its reputation, and to refrain
from using 



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for the Employee’s own benefit or for the benefit of others any
information or opportunities pertaining to the Company’s business or interests
that are entrusted to the Employee or that he learned while employed by the
Company.  The Employee acknowledges and agrees that, upon termination of
the Employment Period, the Employee shall continue to refrain from using for
his own benefit or the benefit of others, or from disclosing to others, any
Confidential Information (as defined in Section 10) or confidential
opportunities pertaining to the Company’s business or interests that were
entrusted to the Employee during the employment relationship or that he learned
while employed by the Company.


4.             Cash Compensation. The Employee shall receive the following
compensation for his services:


(a)           Salary.  During the Employment Period,
Employee shall be paid an annual base salary (as same may be adjusted in
accordance with this Agreement, the “Annual Base Salary”) at the rate of
not less than $525,000 per year, in accordance with the Company’s regular
payroll payment practices and subject to any and all required withholdings and
deductions for Social Security, income taxes and the like; provided that,
without prejudice to, or modification of, the provisions dealing with the term
of this Agreement, such amount of Annual Base Salary shall be fixed for the
period through March 31, 2010. The Compensation Committee of the Board of
Directors of the Company (hereinafter referred to as the “Compensation
Committee”) may thereafter from time to time direct such upward adjustments
to Annual Base Salary as the Compensation Committee deems to be appropriate.  The current Annual Base Salary shall be made
retroactive to April 1, 2007.


(b)           Incentive Cash Compensation.  During the Employment Period,
Employee shall be entitled to receive for each fiscal year beginning with
fiscal year 2007 an annual cash bonus at a targeted amount of 100% of Employee’s
then-Annual Base Salary, based on the achievement of certain financial,
operational and personal performance goals to be established by the
Compensation Committee (such aggregate awards for each year are hereinafter
referred to as the “Annual Bonus”).  Of the targeted amount of 100% of Employee’s then-Annual
Base Salary, a minimum of 60% shall be based solely on achievement of financial
objectives, and the remainder shall be based solely on achievement of
operational and personal milestone objectives. 
Moreover, at the sole discretion of the Compensation Committee, the specified
benchmark for financial performance may increase up to two times such specified
benchmark (i.e., if set at 60%, such benchmark may increase up to 120% of
Employee’s then-Annual Base Salary, resulting in a potential Annual Bonus
maximum of 160% of Employee’s then-Annual Base Salary).  Each Annual Bonus, if any, shall be paid within
two and a half months following the fiscal year for which the Annual Bonus is
awarded, unless the Employee shall elect to defer the receipt of such Annual
Bonus in accordance with a deferred plan approved by the Company.  All
bonus payments will be subject to all applicable tax withholdings.  The Company shall also make a payment to
Employee of $6,250 relating to the first quarter 2007 guaranteed bonus due
under the Original Agreement, which shall be paid to Employee at the time
Employee’s 2007 incentive compensation payment is otherwise due, and the
parties acknowledge that other than the $6,250 noted above such minimum guaranteed
bonus is no longer applicable.



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5.             Long Term Incentive Compensation.  The
Company shall grant to Employee the restricted shares of common stock, par
value $0.001 per share, of the Company (“Restricted Shares”) in
accordance with, and subject to, Schedule A attached hereto, and the parties
acknowledge the Company and Employee agreed on May 21, 2007 to the other grants
described on Schedule A.  The terms and conditions governing the
Restricted Shares awarded shall be as set forth in the Company’s Restricted
Stock Agreement(s) to be executed as of the date hereof.  In addition, Employee shall be entitled to
participate in the Company’s 2006 Equity Incentive Plan (along with such
replacement and other similar plans generally available to the other officers
of the Company, the “LTIP”) as determined by the Compensation Committee and
subject to the terms and provisions of such LTIP and the award documents issued
thereunder, including those relating to vesting, performance goals and other
matters; provided that there shall be no obligation of the Company to make any
particular award to the Employee under the LTIP.


6.             Employee Benefits.  During the Employment Period,
Employee shall be eligible to receive the additional benefits available to
senior executive officers of the Company, which may include the following:


(a)           Incentive and Savings and Retirement Plans.  During the Employment Period, the
Employee shall be entitled to participate in all incentive, savings and
retirement plans, practices, policies and programs applicable generally to
other senior management employees of the Company and for which Employee
qualifies in accordance with the terms of such plans.


(b)           Welfare Benefit Plans.  During the Employment Period, the
Employee and/or the Employee’s family, as the case may be, shall be eligible
for participation in all welfare benefit plans, practices, policies and
programs provided by the Company (including, without limitation, medical,
prescription, dental, disability, employee life, group life, accidental death
and travel accident insurance plans and programs) to the extent applicable
generally to other senior management employees of the Company and for which
Employee and/or Employee’s family qualifies in accordance with the terms of
such plans.


(c)           Business Expenses.  During the Employment Period and for
so long as the Employee is employed by the Company, Employee shall be entitled
to receive prompt reimbursement for all reasonable expenses incurred by the
Employee in accordance with the policies, practices and procedures of the
Company from time to time in effect.


(d)           Relocation Expenses.  The Company shall reimburse Employee
for all reasonable relocation expenses incurred by Employee in connection with
moving to Houston, Texas in connection with this Agreement.  If the
Employee’s employment is terminated without Cause or for Good Reason within 180
days of a Change in Control, then the Company shall reimburse Employee for all
relocation expenses incurred by Employee in connection with locating from
Houston to a new location (if applicable) within a twelve month period following
such termination.  This section shall survive the termination of
Employee’s employment.


(e)           Vacation and Other Absences.  During the Employment Period, the
Employee shall be entitled to paid vacation and such other paid absences
whether for holidays, illness, personal 



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time or any similar purposes, in accordance with the plans, policies,
programs and practices of the Company.


7.             Termination of Employment.  Employee’s employment may be
terminated prior to the expiration of the Employment Period as set forth below:


(a)           Death.  The Employment Period shall terminate automatically upon the
Employee’s death during the Employment Period.


(b)           Disability.  If the Company determines in good faith that the Disability of
the Employee has occurred during the Employment Period (pursuant to the
definition of Disability set forth below), it may give to the Employee written
notice in accordance with Section 15(c) of its intention to
terminate the Employment Period. In such event, the Employment Period shall
terminate effective on the 30th day after receipt of such notice by the
Employee (the “Disability Effective Date”), provided that, within the 30
days after such receipt, the Employee shall not have returned to full-time
performance of the Employee’s duties. For purposes of this Agreement, “Disability”
shall mean the inability of the Employee to perform with reasonable
accommodations Employee’s essential functions and duties with the Company on a
full-time basis as a result of incapacity due to mental or physical illness
which continues for more than 180 days after the commencement of such
incapacity.


(c)           Cause.  The Company may terminate the Employment Period for
Cause.  For purposes of this Agreement, “Cause” shall mean a
written determination by the Board of the occurrence of any of the following
events:


(i)            the conviction of the Employee or a plea of
guilty or nolo contendere by the
Employee, whether or not appeal be taken, of any misdemeanor, or felony crime,
involving personal dishonesty, moral turpitude or willfully violent conduct;


(ii)           the commission of any act of theft, fraud, embezzlement or wrongful
diversion of funds of the Company by the Employee, regardless of whether a
criminal conviction is pursued or obtained;


(iii)          gross business misconduct by the Employee, provided that this shall not
include any negligence, omissions, actions or judgments, if made in good faith
by Employee;


(iv)          the willful violation by the Employee of federal or state securities
laws, as determined in good faith by the Company’s Board of Directors;


(v)           the violation of the Company’s policies and procedures, provided such
conduct results in substantial harm to the Company;


(vi)          material breach of Sections 3, 10, 11, 13 of this Agreement; or


(vii)         material breach of any other provision of this Agreement.



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If the Board determines that Cause has occurred, the Board shall notify
Employee in writing with reasonable specificity as to allegations.  If the
basis of the Cause is a violation of provision (v) or (vii) of this Section 7(c)
, Employee shall have twenty (20) days after receipt of written notice from the
Company to remedy such violation.  If, however, the basis of Cause is a
violation of any other section provision of this Section 7(c) ,
Employee shall have no opportunity to remedy the violation and Employee’s
termination shall be effective as of the date such notice is received.


(d)           Good Reason.  The Employee’s employment may be terminated by the Employee for
Good Reason (as defined below).  For purposes of this Agreement, “Good
Reason” shall mean:


(i)            the assignment to the Employee of duties
which are materially inconsistent with the Employee’s position (including
office and reporting requirements), authority or duties, excluding for this
purpose an action not taken in bad faith and which is remedied by the Company
within 30 days after receipt of written notice thereof given by the Employee;


(ii)           the Company’s requiring the Employee to be based at any office or
location more than 50 miles from the Company’s current offices as described in Section
2 ; or


(iii)          the material breach by the Company of any provision of this Agreement
not fully remedied within twenty (20) days of written notice from Employee.


(e)           Voluntary Resignation.  The Employee’s employment may be
terminated by the Employee voluntarily for any reason upon 30 days’ written
notice.


(f)            Employer’s Termination without Cause. The Company may terminate Employee’s
employment without Cause provided that the Company provides Employee with 30
days’ written notice.


(g)           Termination following Change in Control.  In the event there is a Change in
Control of the Company (as hereinafter defined), the Employee shall have the
right to voluntarily terminate his employment for any reason within one hundred
and eighty (180) days following the effective date of such Change in Control,
and such termination shall automatically be deemed to be for “Good Reason” for
purposes of this Agreement, except that it will not trigger the acceleration of
vesting of any shares of restricted stock.  This provision is limited to
instances in which there is a voluntary termination of employment by Employee
within one hundred and eighty (180) days following the effective date of a
Change in Control.  This provision is not automatically triggered
by a Change in Control.  Furthermore, this provision is not triggered by a
termination based on death or disability of Employee, a termination by the
Company (with or without Cause), or a termination by the Employee outside of
the one hundred and eighty (180) day window period referenced above, all of
which shall be governed by their respective termination provisions set forth
herein.  For purposes of this Agreement, a “Change in Control”
shall mean: (i) the consummation of a merger or consolidation of the Company
with or into another entity or any other corporate reorganization, if more than
50% of the combined voting power of the continuing or surviving entity’s
securities outstanding immediately after such merger, consolidation or other
reorganization is owned by persons 



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who were not stockholders of the Company immediately prior to such
merger, consolidation or other reorganization, (ii) the sale, transfer or other
disposition of all or substantially all of the Company’s assets, or (iii) a
change in the composition of the Board of Directors of the Company, as a result
of which fewer than two-thirds of the incumbent directors are directors who
either (A) had been directors of the Company twelve (12) months prior to such
change, or (B) were elected, or nominated for election, to the Board of
Directors with the affirmative votes of at least two-thirds of the directors
who had been directors of the Company twelve (12) months prior to such change
and who were still in office at the time of the election or nomination.  A
transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company’s incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who
held the Company’s securities immediately before such transaction.


(h)           Notice of Termination.  Any termination by the Company or by
the Employee shall be communicated by Notice of Termination to the other party
hereto given in accordance with Section 15(c) and shall set forth
the effective Date of Termination (as defined below) if it is other than the
date of receipt of such notice.


(i)            Obligations to Survive Termination.  The Company acknowledges that its
obligations to Employee (or his estate, as the case may be) set forth in this
Agreement shall survive its termination.


(j)            Date of Termination. “Date of Termination” means (i) if
the Employee’s employment is terminated by the Company for Cause, or by the
Employee for Good Reason (including a deemed termination for Good Reason
following a Change of Control), the Date of Termination shall be the date of
receipt of the Notice of Termination or any later date specified therein, as
the case may be, subject to the opportunity of remedy in Subparagraph 7(c),
(ii) if the Employee’s employment is terminated by the Company other than for
Cause, Disability or Death the Date of Termination shall be the date on which
the Company notifies the Employee of such termination, (iii) if the Employee’s
employment is terminated by the Employee other than for Good Reason, the Date
of Termination shall be thirty (30) days after Employee provides written notice
to the Company, and (iv) if the Employee’s employment is terminated by reason
of death or Disability, the Date of Termination shall be the date of death of
the Employee or the Disability Effective Date, as the case may be.


8.             Obligations of the Company
Upon Termination.


(a)           Termination as a Result of Death. If the Employee’s employment is terminated
by reason of the Employee’s death during the Employment Period pursuant to Section
7(a) , in lieu of the obligations of the Company hereunder, all Employee’s
rights and benefits provided for by this Agreement will terminate on the death; provided, however , that Employee’s
estate will be paid, to the extent Employee has not already been paid, Employee’s
pro rata Annual Base Salary, any Annual Bonus for the fiscal year prior to
Employee’s termination and Employee’s pro rata Annual Bonus as earned through
the date of death.  The Company will also reimburse Employee for all
reasonable expenses incurred by Employee on behalf of the Company.  This
payment will be made within one month of the date of death and will be subject
to all applicable tax withholdings.  The Company will continue all
insurance coverage 



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in place at the time of Employee’s death for Employee’s family for six
(6) months following Employee’s death.  Employee’s family will also be
entitled to extended health care benefits (COBRA) at their expense and to the
extent Employee’s family is qualified for such benefits as provided by law and
the applicable Company plan documents.


(b)           Termination as a Result of Disability.  If the Employee’s employment is
terminated by reason of the Employee’s Disability during the Employment Period pursuant
to Section 7(b), in lieu of the obligations of the Company hereunder,
all Employee’s rights and benefits provided for by this Agreement will
terminate as of such date;  provided, however , that Employee
will be paid, to the extent he has not already been paid, Employee’s pro rata
Annual Base Salary, any Annual Bonus for the fiscal year prior to Employee’s
termination and Employee’s pro rata Annual Bonus as earned through the date of
termination.  The Company will also reimburse Employee for all reasonable
expenses incurred by Employee on behalf of the Company.  This payment will
be made within one month of the date of termination and will be subject to all
applicable tax withholdings.  The Company will continue all insurance
coverage in place at the time of Employee’s Disability for Employee and
Employee’s family for six (6) months following Employee’s Disability. 
Employee will also be entitled to extended health care benefits (COBRA) at
Employee’s expense and to the extent Employee is qualified for such benefits as
provided by law and the applicable Company plan documents.


(c)           Termination for Cause.  If the Employee’s employment shall be
terminated during the Employment Period by the Company for Cause pursuant to Section
7(c), in lieu of the obligations of the Company hereunder, all Employee’s
rights and benefits provided for by this Agreement will terminate as of such
date; 
provided, however , that Employee will be paid, to the extent
he has not already been paid, Employee’s pro rata Annual Base Salary as earned
through the date of termination and any Annual Bonus for the fiscal year prior
to Employee’s termination.  The Company will also reimburse Employee for
all reasonable expenses incurred by Employee on behalf of the Company. 
This payment will be made within one month of the date of termination and will
be subject to all applicable tax withholdings.  Employee will also be
entitled to extended health care benefits (COBRA) at Employee’s expense and to
the extent Employee is qualified for such benefits as provided by law and the applicable
Company plan documents.


(d)           Termination for Good Reason.  If the Employee’s employment shall be
terminated during the Employment Period by the Employee for Good Reason
pursuant to Section 7(d) (or a deemed termination for Good Reason
following a Change in Control pursuant to Section 7(g) hereunder),
in lieu of the obligations of the Company hereunder, all Employee’s rights and
benefits provided for by this Agreement will terminate as of such date;  provided,
however , that Employee will be paid, to the extent he has not
already been paid, Employee’s pro rata Annual Base Salary, any Annual Bonus for
the fiscal year prior to Employee’s termination and Employee’s pro rata Annual
Bonus as earned through the date of termination.  If Employee terminates
his employment for Good Reason (or a deemed termination for Good Reason
following a Change in Control pursuant to Section 7(g) hereunder),
Employee shall also be entitled to (i) two times his Annual Base Salary, and
(ii) 100% of the Annual Bonus, based on a targeted amount of 100% of Employee’s
Annual Base Salary, he would have been entitled to receive for the remainder of
the Employment Period (that is, two years) as if the performance goals had been
met.  The Company will also 



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reimburse Employee for all reasonable expenses incurred by Employee on
behalf of the Company.  The payments shall be made by the Company by lump
sum payment within one month of the Date of Termination and shall be subject to
all applicable tax withholdings.  Employee will also be entitled to
extended health care benefits (COBRA) at Employer’s expense for eighteen (18)
months following the Date of Termination to the extent Employee is qualified
for such benefits as provided by law and the applicable Company plan documents.


(e)           Voluntary Resignation by Employee.  If the Employee’s employment shall be
terminated during the Employment Period by the Employee other than for Good
Reason pursuant to Section 7(e), in lieu of the obligations of the
Company hereunder, all Employee’s rights and benefits provided for by this
Agreement will terminate as of such date;  provided, however , that Employee
will be paid, to the extent he has not already been paid, Employee’s pro rata
Annual Base Salary as earned through the date of termination and any Annual
Bonus for the fiscal year prior to Employee’s termination.  The Company
will also reimburse Employee for all reasonable expenses incurred by Employee
on behalf of the Company.  This payment will be made within one month of
the date of termination and will be subject to all applicable tax
withholdings.  Employee will also be entitled to extended health care
benefits (COBRA) at Employee’s expense and to the extent Employee is qualified
for such benefits as provided by law and the applicable Company plan documents.


(f)            Termination by Company without Cause.  If the Employee’s employment shall be
terminated during the Employment Period by the Company without Cause pursuant
to Section 7(f), in lieu of the obligations of the Company
hereunder, all Employee’s rights and benefits provided for by this Agreement
will terminate as of such date; provided,
however , that Employee will be paid, to the extent he has not
already been paid, Employee’s pro rata Annual Base Salary, any Annual Bonus for
the fiscal year prior to Employee’s termination and Employee’s pro rata Annual
Bonus as earned through the date of termination.  If the Company
terminates Employee’s employment without Cause, Employee shall also be entitled
to (i) two times his then-Annual Base Salary, and (ii) 100% of the Annual Bonus,
based on a targeted amount of 100% of Employee’s then-Annual Base Salary, he
would have been entitled to receive for the remainder of the Employment Period
(that is, two years) as if the performance goals had been met.  The Company
will also reimburse Employee for all reasonable expenses incurred by Employee
on behalf of the Company.  The payments shall be made by the Company by
lump sum payment within one month of the Date of Termination and shall be
subject to all applicable tax withholdings.  Employee will also be
entitled to extended health care benefits (COBRA) at Employer’s expense for
eighteen (18) months following the Date of Termination to the extent Employee
is qualified for such benefits as provided by law and the applicable Company
plan documents.


(g)           Notwithstanding the above, any benefits under
Company-sponsored savings / retirement plans (including without limitation the
Company’s 401(k) plan), the Company’s employee stock purchase plan equity plans
or agreements or LTIP shall be governed by the applicable terms of such plan. Notwithstanding
anything in this Agreement, should there be a conflict, contradiction or
inconsistency between the provisions of this Agreement, on the one hand, and
the provisions of any Company equity plan(s), on the other hand, the provisions
of such Company equity plan shall govern and control.



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9.             Certain Additional Payments
by the Company.


(a)           Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by the Company to or for the benefit of the Employee (whether paid
or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional
payments required under this Section 9) (a “Payment”) would be
subject to the excise tax imposed by Section 4999 (or a successor
provision of like import) of the Code or any interest or penalties are incurred
by the Employee 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 the Employee shall be entitled to receive an additional
payment (a “Gross-Up Payment”) in an amount such that after payment by
the Employee 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, the Employee retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payments.


(b)           Subject to the provisions of
Section 9(c), all determinations required to be made under this
Section 9, including whether and when a Gross-Up Payment is required
and the amount of such Gross-Up Payment and the assumptions to be utilized in
arriving at such determination, shall be made by an accounting firm of national
reputation selected by the Company (the “Accounting Firm”), which shall
provide detailed supporting calculations both to the Company and the Employee
within 15 business days of the receipt of notice from the Employee that there
has been a Payment, or such earlier time as is requested by the Company. In the
event that the Accounting Firm is unwilling or unable to perform its
obligations pursuant to this Section 9(b), the Employee shall
appoint another nationally recognized accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder). All fees and expenses of the Accounting
Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined
pursuant to this Section 9, shall be paid by the Company to the
Employee within thirty days of the receipt of the Accounting Firm’s
determination. If the Accounting Firm determines that no Excise Tax is payable
by the Employee, it shall furnish the Employee with a written opinion that
failure to report the Excise Tax on the Employee’s applicable federal income
tax return would not result in the imposition of a negligence or similar
penalty. Any determination by the Accounting Firm shall be binding upon the
Company and the Employee. As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, 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 hereunder. In the event
that the Company exhausts its remedies pursuant to Section 9(c) and
the Employee thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment shall be promptly paid by the Company within
thirty days of such Accounting Firm’s determination to or for the benefit of
the Employee.


(c)           The Employee shall notify the Company in
writing of any claim 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 ten 



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business days after the Employee is informed 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. The Employee shall not pay such claim prior
to the expiration of the 30-day period following the date on which the Employee
gives such notice to the Company (or such shorter period ending on the date
that any payment of taxes, interest and/or penalties with respect to such claim
is due). If the Company notifies the Employee in writing prior to the
expiration of such period that it desires to contest such claim, the Company, subject
to the provisions of this Section 9(c), shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Employee to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner. In this connection, the
Employee agrees, subject to the provisions of this Section 9(c), to
(i) 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, (ii) give the Company any information
reasonably requested by the Company relating to such claim, (iii) 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 reasonably
selected by the Company, (iv) cooperate with the Company in good faith in order
to effectively contest such claim and (v) permit the Company to participate in
any proceedings relating to such claim. The foregoing is subject, however, to
the following: (A) 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 Employee harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed in connection therewith and the payment
of costs and expenses in such connection, (B) if the Company directs the
Employee to pay such claim and sue for a refund, the Company shall advance the
amount of such payment to the Employee, on an interest-free basis, and shall
indemnify and hold the Employee 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, (C) any extension of the statute of limitations
relating to payment of taxes for the taxable year of the Employee with respect
to which such contested amount is claimed to be due shall be limited solely to
such contested amount and (D) the Company’s control of the contest shall be
limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and the Employee 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.  Upon Employee’s request, the Company shall advance
Employee reasonable and necessary expenses the Employee is required to directly
pay to contest the claim pursuant to this Section 9(c).


(d)           If, after the receipt by the Employee of an
amount advanced by the Company pursuant to Section 9(c), the
Employee becomes entitled to receive any refund with respect to such claim, the
Employee shall (subject to the Company’s complying with the requirements of Section 9(c))
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 Employee of an amount advanced by the Company pursuant to Section 9(c),
a determination is made that the Employee shall not be entitled to any refund
with respect to such claim and the Company does not notify the Employee in
writing of its intent to contest such denial of refund prior to the expiration
of 30 days after such determination, then such advance shall be 



 10
 









forgiven and shall not be required to be repaid to the Company and the
amount of such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.


10.           Confidential Information.


(a)           Company Provided Access to Confidential
Information.  In
connection with Employee’s employment by the Company and in return for Employee’s
promises herein, specifically including those in Section 10(b), (c)
and Section 13, the Company promises to provide the Employee and
does provide the Employee upon the execution of this Agreement with the Company’s
confidential information including, without limitation, information pertaining
to the Company’s past, current and future business plans, corporate
opportunities, operations, acquisition, merger or sale strategies, marketing,
cost and pricing structure, margins, profitability, partners, partnership or
other business arrangements or agreements with third parties, customers,
customer contracts, books, records and documents, technical information
(including, without limitation, facility plans and designs), equipment and
services (collectively, “Confidential Information”).


(b)           Value and Non-Disclosure/Non-Use of
Confidential Information. 
Employee acknowledges that the Company’s business is highly competitive and
that the Confidential Information and opportunity to develop relationships with
Company customers, clients, vendors or partners promised by the Company are
valuable, special, and unique assets of the Company which the Company uses in
its business to obtain a competitive advantage over the Company’s competitors
which do not know or use this information.  Employee further acknowledges that
protection of the Confidential Information against unauthorized disclosure and
use is of critical importance to the Company in maintaining its competitive
position.  Accordingly, Employee hereby agrees that he will not, at any
time during or after his employment by the Company, make any unauthorized
disclosure of any Confidential Information or make any use thereof or of any
customer relationships, except (a) for the benefit of, and on behalf of, the
Company or (b) as required to be disclosed pursuant to legal process (e.g., a
subpoena), provided that the Employee notifies the Company immediately upon
receiving or becoming aware of the legal process in question so that the
Company may have the opportunity to seek a protective or other order to restrict
or prevent such disclosure.


(c)           Return of Documents and Electronic Data.  All written or electronic or other
data or materials, records and other documents made by, or coming into the
possession of, Employee during the period of his employment by the Company
which contain or disclose the Confidential Information and/or customer
relationships shall be and remain the property of the Company.  Upon
request, and in any event without request upon termination of Employee’s
employment by the Company, for any reason, he promptly shall deliver the same,
and all copies, derivatives and extracts thereof, to the Company.


(d)           Breach of this Section.  The Employee understands and agrees
that the restrictions in this Section 10 do not terminate when the
Employee’s employment terminates. The Employee understands and agrees that such
restrictions may limit his ability to engage in a business similar to the
Company’s business (specifically a business which is directly competitive with
the activities conducted by the Company or any of its affiliates within the
Correctional 



 11
 









Industry (as defined in Section 13(a)(i))) in a position similar
to his position with the Company because such a position would inevitably and
unavoidably require him to disclose the Confidential Information protected
herein, but acknowledges that he will receive sufficient monetary and other
consideration from the Company hereunder to justify such restriction.  The
Employee acknowledges that money damages would not be sufficient remedy for any
breach of this Section 10 by the Employee, and the Company shall be
entitled to enforce the provisions of this Section 10 by (a)
terminating any payments then owing to the Employee under this Agreement and/or
(b) specific performance and injunctive relief, in each case as remedies for
such breach or any threatened breach.  Such remedies shall not be deemed
the exclusive remedies for a breach of this Section 10, but shall
be in addition to all remedies available at law or in equity to the Company,
including, without limitation, the recovery of damages from the Employee and
his agents involved in such breach.


11.           Compliance with Company
Policies.  The Employee
shall comply with all practices, policies and procedures (including the Company’s
conflict of interest policy) as in effect from time to time.


12.           Ownership of Information,
Ideas, Concepts, Improvements, Discoveries and Inventions and all Original
Works of Authorship .


(a)           All information, ideas, concepts,
improvements, discoveries and inventions, whether patentable or not, which are
conceived, made, developed or acquired by Employee or which are disclosed or
made known to Employee, individually or in conjunction with others, during
Employee’s employment by the Company and which relate to the Company’s
business, products or services (including all such information relating to
corporate opportunities, research, financial and sales data, pricing and
trading terms, evaluations, opinions, interpretations, acquisition prospects,
the identity of customers or their requirements, the identity of key contacts
within the customer’s organizations or within the organization of acquisition
prospects, or marketing and merchandising techniques, prospective names and
marks) are and shall be the sole and exclusive property of the Company.
Moreover, all drawings, memoranda, notes, records, files, correspondence,
manuals, models, specifications, computer programs, maps and all other writings
or materials of any type embodying any of such information, ideas, concepts,
improvements, discoveries and inventions are and shall be the sole and
exclusive property of the Company.


(b)           In particular, Employee hereby specifically
sells, assigns and transfers to the Company all of his worldwide right, title
and interest in and to all such information, ideas, concepts, improvements,
discoveries or inventions, and any United States or foreign applications for
patents, inventor’s certificates or other industrial rights that may be filed
thereon, including divisions, continuations, continuations-in-part, reissues
and/or extensions thereof, and applications for registration of such names and
marks. Both during the period of Employee’s employment by the Company and
thereafter, Employee shall assist the Company and its nominee at all times in
the protection of such information, ideas, concepts, improvements, discoveries
or inventions, both in the United States and all foreign countries, including
but not limited to, the execution of all lawful oaths and all assignment
documents requested by the Company or its nominee in connection with the
preparation, prosecution, issuance or 



 12
 









enforcement of any applications for United States or foreign letters
patent, including divisions, continuations, continuations-in-part, reissues,
and/or extensions thereof, and any application for the registration of such
names and marks.


(c)           If during Employee’s employment by the
Company, Employee creates any original work of authorship fixed in any tangible
medium of expression which is the subject matter of copyright (such as
videotapes, written presentations on acquisitions, computer programs, drawings,
maps, architectural renditions, models, manuals, brochures or the like)
relating to the Company’s business, products, or services, whether such work is
created solely by Employee or jointly with others, the Company shall be deemed
the author of such work if the work is prepared by Employee in the scope of his
employment.  In the event such work is neither prepared by the Employee
within the scope of his employment or is not a work specially ordered and
deemed to be a work made for hire, then Employee hereby agrees to assign, and
by these presents does assign, to the Company all of Employee’s worldwide
right, title and interest in and to such work and all rights of copyright
therein. Both during the period of Employee’s employment by the Company and
thereafter, Employee agrees to assist the Company and its nominee, at any time,
in the protection of the Company’s worldwide right, title and interest in and
to the work and all rights of copyright therein, including but not limited to,
the execution of all formal assignment documents requested by the Company or
its nominee and the execution of all lawful oaths and applications for
registration of copyright in the United States and foreign countries.


13.           Obligations to Refrain From
Competing Unfairly.


(a)           The Employee acknowledges and agrees that the
restrictive covenants contained in this Section are supported by adequate
consideration to the Employee from the Company as specified in this Agreement, including,
but not limited to, the consideration provided in Sections 1, 4, 6, 8, 9,
and 10. In exchange for the consideration specified herein and as a
material incentive to enter into this Agreement, and to enforce the Employee’s
obligations under Section 10 hereof, the Employee agrees that
during the Employment Period and for one (1) year following the Date of
Termination (“Non-Competition Period”) within the territory of the
United States, regardless of the reason for such termination, he shall not at any
time, directly or indirectly, for the benefit of Employee or any other party
than the Company:


(i)            engage in any activity, work, business, or
investment in the Correctional Industry, or any other business that is directly
competitive with the activities conducted by the Company or any of its
affiliates, during the Employee’s employment with the Company, including any
attempted or actual activity as an investor, employee, officer, director,
shareholder, consultant, independent contractor, partner, joint venture,
manager, sales representative, agent, owner, or any similar capacity in the
Correctional Industry; provided, however, the Employee may own an investment
interest of less than 1% in a publicly traded company.  “Correctional
Industry” means companies engaged as a provider of corrections, treatment
and educational services to government agencies;


(ii)           render advice or services to, or otherwise assist, any other person or
entity who is engaged, directly or indirectly, in the Correctional Industry or
any other business 



 13
 









that is directly competitive
with activities conducted by the Company or any of its affiliates during the
Employee’s employment with the Company;


(iii)          solicit, call on, transact any business with or consult with, directly
or indirectly and in any manner, current or potential customers, suppliers,
venders, or contractors of the Company or any affiliate of the Company with
whom the Employee had contact with or Confidential Information about or for
whom the Employee supervised or managed an another employee, who had such
contact or information, if such solicitation, business, or consultation would
have or is likely to have an adverse effect upon the Company or any of its
affiliates; or


(iv)          solicit, hire, or seek to solicit or hire any employee of the Company
or in any other manner attempt, directly or indirectly, attempt to influence,
induce, or encourage any employee of the Company to leave the employment of the
Company, nor shall the Employee use or disclose to any person, partnership, entity,
association, or corporation any information concerning the names, addresses,
personal telephone numbers, work habits, or compensation of any employees of
the Company.


(b)           The Employee understands that the foregoing
restrictions may limit his ability to engage in a business similar to the
Company’s business in specific geographic areas for the Non-Competition Period,
but acknowledges that he will receive sufficient monetary and other
consideration from the Company hereunder to justify such restriction. The
Employee acknowledges that money damages would not be sufficient remedy for any
breach of this Section 13 by Employee, and the Company shall be entitled
to terminate any payments then owing to the Employee under this Agreement
and/or to specific performance and injunctive relief as remedies for such
breach or any threatened breach.  Such remedies shall not be deemed the
exclusive remedies for a breach of this Section 13, but shall be in
addition to all remedies available at law or in equity to the Company,
including, without limitation, the recovery of damages from the Employee and
his agents involved in such breach.


(c)           It is expressly understood and agreed that
the Company and the Employee consider the restrictions contained in Section 13
hereof to be reasonable and necessary for the purposes of preserving and
protecting the Confidential Information belonging to the Company, nevertheless,
if any of the aforesaid restrictions is found by a court having jurisdiction to
be unreasonable, over broad as to geographic area or time or otherwise
unenforceable, the parties intend for the restrictions therein set forth to be
modified by such court so as to be reasonable and enforceable and, as so
modified by the court, to be fully enforced.


14.           Successors.


(a)           This Agreement is personal to the Employee
and without the prior written consent of the Company shall not be assignable by
the Employee otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the Employee’s
legal representatives.


(b)           This Agreement shall inure to the benefit of
and be binding upon the Company and its successors and assigns.



 14
 









(c)           The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company to
assume expressly and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, “Company” shall mean the
Company as hereinbefore defined and any successor to its business and/or assets
as aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise. The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform the Company’s obligations hereunder in the same
manner and to the same extent that the Company would be required to perform
them if no such succession had taken place.  Employee expressly agrees and
consents to Employer’s assignment of this Agreement.


(d)           The Company will remain liable for all of its
obligations under this Agreement, even after any assumption of the Agreement by
any successor.


15.           Miscellaneous.


(a)           This Agreement supersedes all previous
agreements and discussions relating to the same or similar subject matters between
Employee and the Company.  Except as set
forth below, this amendment to the Original Agreement shall not affect the
restricted share awards or the stock option awards granted in connection with
the Original Agreement; provided that the 30,000 shares of stock price related contingent,
performance-based restricted stock described in Article 2(b) of that certain
Restricted Stock Agreement (“RSA”) dated March 14, 2005 between the Employee
and the Company and the additional 30,000 shares of earnings per share related contingent,
performance-based restricted stock described in Article 2(c) of the RSA are
hereby cancelled and terminated and the Employee hereby releases and forever
discharges Company from any and all claims and rights the Employee may have with
respect to such restricted stock or either of such restricted stock awards,
whether under the Original Agreement, the RSA or otherwise.


(b)           This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, without reference
to principles of conflict of laws.  Each of the parties hereto agrees that
any action or proceeding brought to enforce the rights or obligations of any
party hereto under this Agreement may be commenced and maintained in any court
of competent jurisdiction located in Harris County, Texas, and that any Texas
State court or federal court sitting in Harris County, Texas shall have
exclusive jurisdiction over any such action or proceeding brought by any of the
parties hereto.  The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect. This Agreement may not be
amended, modified, repealed, waived, extended or discharged except by an
agreement in writing signed by the party against whom enforcement of such
amendment, modification, repeal, waiver, extension or discharge is sought. No
person, other than pursuant to a resolution of the Board or a duly authorized
committee thereof, shall have authority on behalf of the Company to agree to
amend, modify, repeal, waive, extend or discharge any provision 



 15
 









of this Agreement or anything in reference thereto.


(c)           All notices and other communications
hereunder shall be in writing and shall be given by hand delivery to the other
party or by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:


	
  If to the Employee:

  
	
   

  
	
  James E. Hyman

  
	
  c/o Alan L.
  Sklover

  
	
  Sklover &
  Donath, LLC.

  
	
  10 Rockefeller
  Plaza

  
	
  New York, New
  York 10020

  
	
  Telephone: (212)
  757-5000

  
	
  Telecopy: (212)
  757-5002

  
	
   

  
	
  If to the
  Company:

  
	
   

  
	
  Cornell
  Companies, Inc.

  
	
  1700 West Loop
  South, Suite 1500

  
	
  Houston, Texas
  77027

  
	
  Attention: Human
  Resources

  
	
  Telephone: (713)
  623-0790

  
	
  Telecopy: (713)
  623-2797

  



 


or to such other address as either party shall have furnished to the
other in writing in accordance herewith. Notice and communications shall be
effective when actually received by the addressee.


(d)           The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.


(e)           The Company may withhold from any amounts
payable under this Agreement such federal, state or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation.


(f)            The Employee’s or the Company’s failure to
insist upon strict compliance with any provision hereof or any other provision
of this Agreement or the failure to assert any right the Employee or the
Company may have hereunder, including, without limitation, the right of the
Employee to terminate employment for Good Reason pursuant to Section 7(d)
of this Agreement, shall not be deemed to be a waiver of such provision or
right or any other provision or right of this Agreement.


(g)           The parties hereby acknowledge that the right
to trial by jury is a constitutional one, but that it may be waived.  Each
of the parties, after consulting or having the opportunity to consult, with
counsel of their choice, knowingly, voluntarily and intentionally waives any right
any of them may have to a trial by jury in any litigation based upon or arising
out of this Agreement or any of the transactions contemplated hereby or any
course of conduct, dealing, statements (whether oral or written), or action of
any of them.



 16
 









(h)           The Company will pay for all of Employee’s
legal fees in connection with the negotiation of this Agreement.


(i)            If the Company fails to honor any of its
payment obligations to Employee, then Employee is relieved from all
post-termination obligations under this Agreement.


(j)            If Employee seeks to enforce this Agreement
against the Company, the Company shall pay all reasonable legal costs in
connection with that proceeding, but only if Employee is successful in such
proceeding.


(k)           Nothing in this Agreement serves to deny
Employee any payment, benefit or right set forth in any other written agreement
with the Company.


16.           IRS Code Section 409A. Notwithstanding any other provision of this
Agreement, payments and benefits provided to the Employee hereunder are intended
to comply with Section 409A of the Internal Revenue Code (the “Code”), and the
regulations promulgated thereunder, and this Agreement shall be interpreted in
a manner consistent with such intent. If any provision of this Agreement, or
any provision of any health, welfare, savings, severance or equity plan or
program administered in connection with this Agreement, or any award of
compensation of any kind, including deferred compensation or benefits, would
result in the imposition upon Employee of a penalty, tax, or interest
assessment under Section 409A of the Code or any related guidance issued by the
U.S. Treasury Department or the Internal Revenue Service, the Company shall
reform this Agreement to avoid the imposition of such penalty, tax or assessment,
provided that any such reformation shall to the maximum extent possible retain
the originally intended economic and tax benefits to the Employee hereunder
without violating Section 409A of the Code or creating any unintended or
adverse tax consequences to the Employee. Such reformation may include
imposition of a six month delay in the payment of severance or other benefits
if Employee is a “specified employee” under Section 409A at the time of his
termination; provided, that, the Company shall not be obligated to increase the
amounts otherwise payable to Employee hereunder. Any payment(s) which would
otherwise have been required to be paid during such six months shall be paid to
the Employee as soon as is administratively practical after the date which is
six months after the Employee’s separation from service, and any and all such
sums paid to Employee on such delayed basis shall bear interest at the rate of
twelve percent (12%) per annum.


[Signature page follows.]



 17
 









IN WITNESS WHEREOF, the Employee and, pursuant to due authorization
from the Board, the Company have caused this Agreement to be executed as of
this 2nd day of August, 2007.


	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
  Employee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ James E. Hyman

  	
   

  
	
   

  	
  James E. Hyman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Patrick N. Perrin

  	
   

  
	
   

  	
  By:

  	
  Patrick N. Perrin

  
	
   

  	
  Its:

  	
  Senior Vice President,

  
	
   

  	
   

  	
  Chief Administrative

  
	
   

  	
   

  	
  Officer

  
					



 



 18
 









Schedule A


Restricted Shares Vesting Schedule


The
Company and the Employee agreed to the Restricted Share awards described below under
the Company’s LTIP on May 21, 2007, which will be granted pursuant to one or
more Restricted Stock Agreements to be entered into between the Company and
Employee effective as of the date hereof, in each case as more particularly set
forth in the Restricted Stock Agreement(s):


1.               70,000 Restricted Shares which shall vest on
May 3, 2010;


2.               15,000 performance based Restricted Shares which
are subject to achievement of certain targets based upon the Company’s earnings
before interest, taxes, depreciation and amortization (“EBITDA”).  These contingent Restricted Shares shall vest
(if at all) as follows: one-third of such shares (5,000 shares) vest upon the
achievement of each of the following EBITDA targets with respect to a calendar
year up to and including 2009:  $70
million, $85 million and $105 million. By way of illustration, if prior to any
EBITDA targets being met, the EBITDA for a particular covered year were $85
million, 10,000 of such shares would vest (i.e., one-third for achieving the
$70 million target and an additional one-third for achieving the $85 million
target); and


3.               15,000 performance based Restricted Shares which
are subject to achievement of certain stock price targets.  These contingent shares shall vest (if at
all) as follows: one-third of such shares (5,000 shares) vest upon the
achievement of each of the following Company stock price targets (based upon
the 20-day average NYSE closing stock price) on or prior to May 3, 2010:  $25, $30 and $35 per share.


Also,
the Company shall grant to the Employee the Restricted Share awards described
below under the Company’s LTIP pursuant to one or more Restricted Stock
Agreements to be entered into between the Company and Employee effective as of
the date hereof, in each case as more particularly set forth in the Restricted
Stock Agreement(s):


1.               45,000 Restricted Shares which shall vest on
March 8, 2010;


2.               34,500 performance based Restricted Shares which
are subject to achievement of certain targets based upon the Company’s EBITDA.  These contingent Restricted Shares shall vest
(if at all) as follows: one-third of such shares (11,500 shares) vest upon the
achievement of each of the following EBITDA targets with respect to a calendar
year up to and including 2011:  $80
million, $95 million and $110 million; and


3.               22,500 performance based Restricted Shares which
are subject to achievement of certain stock price targets.  These contingent shares shall vest (if at
all) as follows: one-third of such shares (7,500 shares) vest upon the
achievement of each of the following Company stock price targets (based upon
the 20-day average NYSE closing stock price) on or prior to March 8, 2012:  $28, $32 and $36 per share.



 19