**Exhibit 10.20**
**CORRECTIONAL PROPERTIES TRUST**
**DEFERRED SHARE LONG-TERM LOYALTY BONUS AGREEMENT**
     **THIS DEFERRED SHARE LONG-TERM LOYALTY BONUS AGREEMENT**(the “Agreement”) ismade as of December 31, 2003, by and between CORRECTIONAL PROPERTIES TRUST, aMaryland real estate investment trust (the “Company”), and CHARLES R. JONES(the “Participant”).
     **WHEREAS,**the Company terminated its Senior Executive Retirement Plan, inwhich the Participant was a participant,
     **WHEREAS,**the Company wishes to establish an alternate means of rewardingand retaining the Participant, and
     **WHEREAS,**the Company maintains the Correctional Properties Trust 1998Employee Share Incentive Plan (the “Incentive Plan”) which authorizes the grantof deferred shares.
     **NOW, THEREFORE**, the Company and the Participant hereby agree as follows:
     1. Grant Pursuant to Incentive Plan. This deferred share award is grantedpursuant to the Incentive Plan which is incorporated herein for all purposes.The Participant hereby acknowledges receipt of a copy of the Incentive Plan andagrees to be bound by all of the terms and conditions of this Agreement and ofthe Incentive Plan. Unless otherwise provided herein, terms used in thisAgreement that are defined in the Incentive Plan and not defined herein shallhave the meanings attributable thereto in the Incentive Plan.
     2. Award of Deferred Shares.
     (a) The Board hereby grants to the Participant the following deferredshares with respect to the Common Shares of the Company (collectively the“Deferred Shares”), as of the following dates on which the Participant is anemployee of the Company (each a “Grant Date”):     **Grant Date****Number of Deferred Shares**December 31, 2003  7,500      January 31, 2005  500      January 31, 2006  500      January 31, 2007  500      January 31, 2008  500      January 31, 2009  500 
-1-

 

     3. Vesting and Forfeiture of Deferred Shares.
     (a) Vesting. The Participant shall immediately become 100% vested in theDeferred Shares that have been granted to him as of the earliest to occur ofthe following:
     (i) April 30, 2009, provided he is still employed by the Company onthat date, or
     (ii) Any date on or after April 30, 2007, on which the Participant’semployment with the Company is terminated for any reason other than bythe Participant’s resignation or by the Company “for cause,” as definedin Section 3(c) below.
     (b) Forfeiture. Any Deferred Shares that have not vested in theParticipant at the time his employment with the Company is terminated shall beforfeited immediately upon such termination of employment.
     (c) Definition of “Cause.”
     (i) For purposes of this Agreement, “cause” shall have the samemeaning as it is given in the Employment Agreement, or in the absencethereof as determined by the reasonable business judgment of the Board ofTrustees.
     4. Delivery of Common Shares
     (a) The Company shall deliver the Common Shares of the Companycorresponding to the vested Deferred Shares which are the subject of thisAgreement to the Participant within thirty (30) days after each “DistributionEvent” in accordance with the following schedule:     **Distribution Event****Number of Common Shares**January 31, 2010  2,500      January 31, 2011  3,500      January 31, 2012  4,000 
Notwithstanding the foregoing, the Participant may elect, in a writing receivedby the Committee at least twelve (12) months prior to a Distribution Event, to defer that date until any later date.
-2-

 

     5. Rights with Respect to Common Shares Represented by Deferred Shares.
     (a) Except as otherwise provided in this Section 5, the Participant shallnot have any rights, benefits or entitlements with respect to any Common Sharessubject to this Agreement unless and until a Distribution Event has occurred.
     (b) Notwithstanding Section 5(a) above, during the term of this Agreement,the Participant shall have the right to receive distributions (the “DividendEquivalent Payments”) from the Company equal to any dividends that would havebeen distributed to the Participant if the Deferred Shares instead were issuedand outstanding Common Shares owned by the Participant. The DividendEquivalent Payments, reduced by any applicable withholding taxes, shall be madeat the same time, in the same form and in the same manner as dividends are paidto the holders of Common Shares of the Company; provided, however, that if thedividend declared is a stock dividend, then any Common Shares issued to theParticipant with respect to the Deferred Shares subject to this Agreement shallhave the same status and bear the same legend as the Common Shares with respectto which Deferred Shares have been granted and shall be held by the Companyuntil a Distribution Event, unless otherwise determined by the Committee.
     (c) On or after a Distribution Event, the Participant shall have, withrespect to the Common Shares with respect to which the Distribution Eventoccurs, all of the rights of an equity interest holder of the Company,including the right to vote the Common Shares and the right to receive alldividends, if any, as may be declared on the Common Shares from time to time.
     (d) In the event that the number of Common Shares of the Company, as aresult of a combination of the Common Shares or any other change or exchangefor other securities, by reclassification, reorganization or otherwise, isincreased or decreased or changed into or exchanged for a different number orkind of Common Shares or other securities of the Company or of another entity,the number of Deferred Shares subject to this Agreement shall be appropriatelyadjusted to reflect that change. If any adjustment shall result in afractional share, the fraction shall be disregarded.
     6. Tax Withholding. On or before a Distribution Event or the date onwhich the Participant becomes entitled to receive a Dividend EquivalentPayment, as a condition to the Company’s obligations with respect to theDeferred Shares (including, without limitation, any obligation to deliver anyCommon Shares or make any Dividend Equivalent Payments hereunder), theParticipant shall make arrangements satisfactory to the Company to pay to theCompany any federal, state or local taxes of any kind required to be withheldwith respect to its delivery of Common Shares and Dividend Equivalent Payments.If the Participant shall fail to make the tax payments as are required, theCompany shall, to the extent permitted by law, have the right to deduct fromany payment of any kind otherwise due to the Participant any federal, state orlocal taxes of any kind required by law to be withheld with respect to theCommon Shares or any Dividend Equivalent Payments.
     7. Amendment, Modification and Assignment. No provision of this Agreementmay be modified, waived or discharged unless that waiver, modification ordischarge is agreed to in writing and signed by the Participant and theChairman of the Board or the Chairman of the
-3-

 

Compensation Committee of the Company. No waiver by either party of anybreach by the other party to this Agreement of any condition or provision ofthis Agreement shall be deemed a waiver of any other conditions or provisionsof this Agreement. No agreements or representations, oral or otherwise,express or implied, with respect to the subject matter hereof have been made byeither party which are not set forth expressly in this Agreement. Unlessotherwise consented to by the Committee, this Agreement shall not be assignedby the Participant in whole or in part. The rights and obligations createdunder this Agreement shall be binding on the Participant and his heirs andlegal representatives and on the successors and assigns of the Company.
     8. Transferability. The Deferred Shares granted under this Agreement arenot transferable otherwise than by will or under the applicable laws of descentand distribution. In addition, the Deferred Shares shall not be assigned,negotiated, pledged or hypothecated in any way (whether by operation of law orotherwise), and the Deferred Shares shall not be subject to execution,attachment or similar process.
     9. Beneficiary Designation. The Participant shall have the right todesignate, on a beneficiary designation form satisfactory to the Committeewhich shall be filed with the Company, a beneficiary or beneficiaries toreceive any unpaid Common Shares and/or Dividend Equivalent Payments under thisAgreement in the event of the death of the Participant. In the event that theParticipant shall not file a beneficiary designation form with the Company, orif none of the designated beneficiaries survive the Participant, then anyvested and unpaid Common Shares and/or Dividend Equivalent Payments under thisAgreement shall be paid to the estate of the Participant.
     10. Miscellaneous.
     (a) No Right to Employment or Service. The grant of this Deferred Shareaward shall not confer, or be construed to confer, upon the Participant anyright to be employed by or perform services for the Company.
     (b) No Limit on Other Compensation Arrangements. Nothing contained inthis Agreement shall preclude the Company from adopting or continuing in effectother or additional compensation arrangements, and those arrangements may beeither generally applicable or applicable only in specific cases.
     (c) Severability. If any provision of this Agreement is or becomes or isdeemed to be invalid, illegal or unenforceable in any jurisdiction or woulddisqualify this Agreement or the award of Deferred Shares under any applicablelaw, that provision shall be construed or deemed amended to conform toapplicable law (or if that provision cannot be so construed or deemed amendedwithout materially altering the purpose or intent of this Agreement and theDeferred Share award, that provision shall be stricken as to that jurisdictionand the remainder of this Agreement and the award shall remain in full forceand effect).
     (d) No Trust or Fund Created. Neither this Agreement nor the grant of theDeferred Share award shall create or be construed to create a trust or separatefund of any kind or a fiduciary relationship between the Company and theParticipant or any other person. The
-4-

 

Deferred Shares subject to this Agreement represent only the Company’sunfunded and unsecured promise to issue Common Shares to the Participant in thefuture. To the extent that the Participant or any other person acquires aright to receive payments from the Company pursuant to this Agreement, thatright shall be no greater than the right of any unsecured general creditor ofthe Company.
     (e) Governing Law. The validity, interpretation, construction andperformance of this Agreement shall be governed by the laws of the State ofFlorida.
     (f) Interpretation. The Participant accepts this Deferred Share awardsubject to all the terms and provisions of this Agreement and the terms andconditions of the Plan. The undersigned Participant hereby accepts as binding,conclusive and final all decisions or interpretations of the Board upon anyquestions arising under this Agreement.
     (g) Headings. Headings are given to the Paragraphs and Subparagraphs ofthis Agreement solely as a convenience to facilitate reference. The headingsshall not be deemed in any way material or relevant to the construction orinterpretation of this Agreement or any provision thereof.
     11. Complete Agreement. This Agreement and those agreements and documentsexpressly referred to herein embody the complete agreement and understandingamong the parties and supersede and preempt any prior understandings,agreements or representations by or among the parties, written or oral, whichmay have related to the subject matter of this Agreement in any way.
     **IN WITNESS WHEREOF**, the parties have executed this Agreement on the datefirst written above.      CORRECTIONAL PROPERTIES TRUST,