EXHIBIT 10.1


 


AMENDMENT
NO. 2

TO

EMPLOYMENT/SEPARATION AGREEMENT


 


This Amendment (“Amendment”)
is entered into effective as of April 16, 2010, by and between Cornell
Companies, Inc. (the “Company”) and John R. Nieser (“Employee”), to amend
the Employment/Separation Agreement originally entered into on March 15,
2005, by and between the Company and Employee (as amended by Amendment to
Employment Separation Agreement dated March 14, 2007, the “Agreement”).


 


WHEREAS, the Company and
Employee previously entered into the Agreement; and


 


WHEREAS, the Board of
Directors of the Company has authorized this Amendment to clarify certain
provisions of the Agreement;


 


NOW, THEREFORE, the
parties hereto agree to this Amendment as follows:


 


1.                                       Section 1 of the Agreement is hereby
amended and restated in its entirety to read as follows:


 


“1.                                                    Employment and Term. 
The Company agrees to continue the employment of the Employee and the
Employee agrees to remain in the employ of the Company, in accordance with the
terms and provisions of this Agreement. The Employee’s employment term shall be
a rolling one year term, the current term of which shall expire on March 14,
2011 (the “Current Term”).  Upon
completion of the Current Term, this Agreement shall renew automatically from
year to year, unless and until terminated as provided in Section 7 of this
Agreement (the Current Term and all subsequent automatic renewals thereof, the “Employment
Period”).”


 


2.                                       Section 8(e) of the Agreement
is hereby amended and restated in its entirety to read as follows:


 


“(e)                                               Termination by Company without Cause. If the Employee’s employment shall be
terminated during the Employment Period by the Company without Cause pursuant
toSection 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 and pro rata
Annual Bonus as 


 

















 


earned through the date
of termination. Employee shall also be entitled to one time his then-current
Annual Base Salary. 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.”


 


3.                                       Unless otherwise defined herein, the
capitalized terms used herein shall have the meanings given to them in the
Agreement.


 


4.                                       Except as amended hereby, the Agreement
shall be and remain in full force and effect.


 


IN WITNESS WHEREOF, the
parties have signed this Amendment, to be effective as of the date first set
forth above.


 


 


	
   

  	
  Cornell Companies, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James E. Hyman

  
	
   

  	
  Name: James E. Hyman

  
	
   

  	
  Title: President and
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ John R. Nieser

  
	
   

  	
  John R. Nieser

  



 


2