exv10w1






Exhibit 10.1




EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (the “Agreement”), dated as of this 20th day of April, 2010 is by
and between Corrections Corporation of America, a Maryland corporation with its principal place of
business at 10 Burton Hills Boulevard, Nashville, Tennessee (the “Company”), and Steven E. Groom, a
resident of Nashville, Tennessee (the “Executive”).



W I T N E S S E T H:




     WHEREAS, the Executive has been promoted by the Company to the position of Executive Vice
President, General Counsel and Secretary, effective April 21, 2010 (the “Effective Date”); and



     WHEREAS, the Company and the Executive now desire to enter into this Agreement and set forth
the terms and conditions of the Executive’s employment with the Company.



     NOW, THEREFORE, for and in consideration of the foregoing recitals, the mutual promises and
covenants set forth below and other good and valuable consideration, receipt of which is hereby
acknowledged, the Company and the Executive do hereby agree as follows:



     1. Employment. From and after the Effective Date, the Executive shall serve as
Executive Vice President, General Counsel and Secretary and such other office or offices to which
Executive may be appointed or elected by the Board of Directors. Subject to the direction and
supervision of the Board of Directors of the Company, the Executive shall perform such duties as
are customarily associated with the office of Executive Vice President, General Counsel and
Secretary and such other offices to which Executive may be appointed or elected by the Board of
Directors. The Executive’s principal base of operations for the performance of his duties and
responsibilities under this Agreement shall be the offices of the Company located in Nashville,
Tennessee. The Executive agrees to abide by the Company’s Charter and Bylaws as in effect from time
to time and the direction of its Board of Directors except to the extent such direction would be
inconsistent with applicable law or the terms of this Agreement.



     2. Term. Subject to the provisions of termination as hereinafter provided, the initial
term of the Executive’s employment under this Agreement shall begin on the Effective Date and shall
terminate on December 31, 2010 (the “Initial Term”). Unless the Company notifies the Executive that
his employment under this Agreement will not be extended or the Executive notifies the Company that
he is not willing to extend his employment, the term of his employment under this Agreement shall
automatically be extended for an additional one (1) year period on the same terms and conditions as
set forth herein (the “Renewal Term”). The Initial Term and the Renewal Term are sometimes referred
to collectively herein as the “Term.”



     3. Notice of Non-Renewal. If the Company or the Executive elects not to extend the
Executive’s employment under this Agreement, the electing party shall do so by notifying the other
party in writing not less than sixty (60) days prior to the expiration of the Initial Term, or
sixty (60) days prior to the expiration of any Renewal Term. The Executive’s date of termination,
for purposes of this Agreement, shall be the date of the Company’s last payment to the Executive.
For the purposes of this Agreement, the election by the Company not to extend the



 









 




Executive’s employment hereunder for any renewal term shall be deemed a termination of the
Executive’s employment without “Cause,” as hereinafter defined.




     4. Compensation.



     4.1 Base Salary. The Company shall pay the Executive an annual salary (“Base Salary”)
of two hundred forty thousand dollars ($240,000.00) per annum, which shall be payable to the
Executive hereunder in accordance with the Company’s normal payroll practices, but in no event less
often than bi-weekly. Commencing at such time during 2010 when annual compensation for 2010 is
reviewed and considered and following each year of the Executive’s employment with the Company
thereafter, the Executive’s compensation will be reviewed by the Board of Directors of the Company,
or a committee or subcommittee thereof to which compensation matters have been delegated, and after
taking into consideration both the performance of the Company and the personal performance of the
Executive, the Board of Directors of the Company, or any such committee or subcommittee, in their
sole discretion, may increase the Executive’s compensation to any amount it may deem appropriate.



     4.2 Bonus. In the event both the Company and the Executive each respectively achieve
certain financial performance and personal performance targets, as established by the Board of
Directors, or a committee or subcommittee thereof to which compensation matters have been
delegated, of the Company pursuant to a cash compensation incentive plan or similar plan
established by the Company, the Company shall pay to the Executive an annual cash bonus during the
Term of this Agreement pursuant to the terms of such plan. This bonus, if any, shall be paid to
the Executive by March 15 of the year following the year in which the services which gave rise to
the bonus were performed; provided, however, that if the Company is unable to determine the amount
of such bonus prior to such date, then such bonus shall be paid no later than December 31 of such
year. The Board of Directors of the Company, or applicable committee or subcommittee, may review
and revise the terms of the cash compensation incentive plan or similar plan referenced above at
any time, after taking into consideration both the performance of the Company and the personal
performance of the Executive, among other factors, and may, in their sole discretion, amend the
cash compensation incentive plan or similar plan in any manner it may deem appropriate; provided,
however, that any such amendment to the plan shall not affect the Executive’s right to participate
in such amended plan or plans.



     4.3 Benefits. The Executive shall be entitled to four (4) weeks of paid vacation
annually. In addition, the Executive shall be entitled to participate in all compensation or
employee benefit plans or programs and receive all benefits and perquisites for which any salaried
employees are eligible under any existing or future plan or program established by the Company for
salaried employees. The Executive will participate to the extent permissible under the terms and
provisions of such plans or programs in accordance with program provisions. These may include group
hospitalization, health, dental care, life or other insurance, tax qualified pension, savings,
thrift and profit sharing plans, termination pay programs, sick leave plans, travel or accident
insurance, disability insurance, and contingent compensation plans including unit purchase programs
and unit option plans. Nothing in this Agreement shall preclude the Company from amending or
terminating any of the plans or programs applicable to salaried or senior executives as long as
such amendment or termination is applicable to all salaried employees or senior executives. In
addition, the Company shall pay, or reimburse Executive for,



2









 




all membership fees and related costs in connection with Executive’s membership in
professional and civic organizations which are approved in advance by the Company. Notwithstanding
any other provision of this Section 4.3, the Executive shall be reimbursed for such expenses no
later than December 31 of the year following the year in which such expenses were incurred.




     4.4 Expenses Incurred in Performance of Duties. The Company shall promptly reimburse
the Executive for all reasonable travel and other business expenses incurred by the Executive in
the performance of his duties under this Agreement upon evidence of receipt and in accordance with
Company policies. Notwithstanding any other provision of this Section 4.4, the Executive shall be
reimbursed for such expenses no later than December 31 of the year following the year in which such
expenses were incurred.



     4.5 Withholdings. All compensation payable hereunder shall be subject to withholding
for federal income taxes, FICA and all other applicable federal, state and local withholding
requirements.



     5. Termination of Agreement.



     5.1 General. During the term of this Agreement, the Company may, at any time and in
its sole discretion, terminate this Agreement with or without Cause (as hereinafter defined) or
upon a Change in Control (as hereinafter defined), effective as of the date of provision of written
notice to the Executive thereof.



     5.2 Effect of Termination With Cause. If the Executive’s employment with the Company
shall be terminated with Cause: (i) the Company shall pay the Executive his Base Salary earned
through the date of termination of the Executive’s employment with the Company (the “Termination
Date”); and (ii) the Company shall not have any further obligations to the Executive under this
Agreement except those required to be provided by law or under the terms of any other agreement
between the Company and the Executive.



     5.3 Definition of “Cause.” For purposes of this Agreement, “Cause” shall mean: (i) the
death of the Executive; (ii) the permanent disability of the Executive, which shall be defined as
the inability of the Executive, as a result of physical or mental illness or incapacity, to
substantially perform his duties pursuant to this Agreement for a period of one hundred eighty
(180) days during any twelve (12) month period; (iii) the Executive’s conviction of a felony or of
a crime involving dishonesty or moral turpitude, including, without limitation, any act or crime
involving misappropriation or embezzlement of Company assets or funds; (iv) willful or material
wrongdoing by the Executive, including, but not limited to, acts of dishonesty or fraud, which
could be expected to have a materially adverse effect, monetarily or otherwise, on the Company or
its subsidiaries or affiliates, as determined by the Company and its Board of Directors; (v)
material breach by the Executive of a material obligation under this Agreement or of his fiduciary
duty to the Company or its stockholders; or (vi) the Executive’s intentional violation of any
applicable local, state or federal law or regulation affecting the Company in any material respect,
as determined by the Company and its Board of Directors. Notwithstanding the foregoing, to the
extent that any of the events, actions or breaches set forth above are able to be remedied or cured
by the Executive, Cause shall not be deemed to exist (and thus the Company may not terminate the
Executive for Cause hereunder) unless the Executive fails to remedy or



3









 




cure such event, action or breach within twenty (20) days after being given written notice by
the Company of such event, action or breach.




     5.4 Effect of Termination Without Cause. If the Executive’s employment with the
Company is terminated without Cause, the Company shall pay to the Executive an amount equal to the
Executive’s Base Salary, based upon the annual rate payable as of the date of termination, without
any cost of living adjustments (the “Severance Amount”), which shall be payable as provided below.
If the Executive is terminated under this Section 5.4 on or between January 1 and March 14 of any
given calendar year during the Term, then the Severance Amount shall be payable for a period of one
(1) year from the date of termination on the same terms and with the same frequency as the
Executive’s Base Salary was paid prior to termination. If the executive is terminated under this
Section 5.4 on or after March 15 and on or before December 31 of any given calendar year during the
Term, then the Severance Amount shall be payable on the same terms and with the same frequency as
the Executive’s Base Salary was paid prior to termination until March 14 of the following calendar
year whereupon the remainder of the Severance Amount shall be paid in a lump sum payment to the
Executive.



     5.5 Effect of Termination Upon a Change in Control. If the Executive’s employment with
the Company is terminated by the Company (other than for Cause) upon or within two (2) years
following a Change in Control, the Company shall (i) pay to the Executive a one-time payment, to be
paid within sixty (60) days of the date of termination (or, if earlier, by March 15 of the year
following the year in which the Change in Control occurs), in an amount equal to 2.99 times the
Executive’s Base Salary, based upon the annual rate payable as of the date of termination, without
any cost of living adjustments; (ii) reimburse Executive for any Gross-Up Payment (as hereinafter
defined) or other payment payable pursuant to the provisions of Section 8 herein; and (iii)
continue to provide hospitalization, health, dental care, and life and other insurance benefits to
the Executive for a period of one (1) year following such termination on the same terms and
conditions existing immediately prior to termination, with the costs of such benefits (including
the Company’s portion of any premiums) paid by the Company on the Executive’s behalf included in
the Executive’s gross income. In addition to the foregoing, a material reduction in the duties,
powers, compensation or authority of the Executive as an officer or employee of the Company (a
“Good Reason Termination”) within two (2) years following a Change in Control shall be considered a
termination upon a Change in Control for purposes of this paragraph. A termination under the
circumstances listed in the previous sentence shall be a Good Reason Termination only if (A) the
Executive notifies the Company of the existence of the condition that otherwise constitutes a Good
Reason Termination within ninety (90) days of the initial existence of the condition, (B) the
Company fails to remedy the condition within thirty (30) days following it’s receipt of Executive’s
notice of Good Reason Termination and (C) the Executive terminates employment with the Company due
to the condition within two years of the Change in Control.



     5.6 Definition of a “Change of Control”. “Change of Control” shall mean the occurrence
of any of the following events:




     (i) any person or entity, including a “group” as defined in Section 13(d)(3) of the
Exchange Act, other than the Company or a wholly-owned subsidiary thereof or any employee
benefit plan of the Company or any of its subsidiaries, becomes the beneficial



4









 







owner of the Company’s securities having 35% or more of the combined voting power of
the then outstanding securities of the Company that may be cast for the election of
directors of the Company (other than as a result of an issuance of securities initiated by
the Company in the ordinary course of business); or




     (ii) as a result of, or in connection with, any cash tender or exchange offer, merger
or other business combination or contested election, or any combination of the foregoing
transactions, less than a majority of the combined voting power of the then outstanding
securities of the Company or any successor company or entity entitled to vote generally in
the election of the directors of the Company or such other corporation or entity after such
transaction are held in the aggregate by the holders of the Company’s securities entitled to
vote generally in the election of directors of the Company immediately prior to such
transaction; or




     (iii) during any period of two (2) consecutive years, individuals who at the beginning
of any such period constitute the Board of Directors cease for any reason to constitute at
least a majority thereof, unless the election, or the nomination for election by the
Company’s stockholders, of each director of the Company first elected during such period was
approved by a vote of at least two-thirds (2/3rds) of the directors of the Company then
still in office who were (i) directors of the Company at the beginning of any such period,
and (ii) not initially (a) appointed or elected to office as result of either an actual or
threatened election and/or proxy contest by or on behalf of a Person other than the Board of
Directors, or (b) designated by a Person who has entered into an agreement with the Company
to effect a transaction described in (i) or (ii) above or (iv) or (v) below; or




     (iv) a complete liquidation or dissolution of the Company; or




     (v) the sale or other disposition of all or substantially all of the assets of the
Company to any Person (other than a transfer to a subsidiary).



     5.7 Resignation by the Executive. The Executive shall be entitled to resign his
employment with the Company at any time during the term of this Agreement. If the Executive resigns
his employment with the Company for any reason other than as set forth in Section 5.5 herein: (i)
the Company shall pay the Executive his Base Salary earned through the date of termination of the
Executive’s employment with the Company as the result of his resignation; and (ii) the Company
shall not have any further obligations to the Executive under this Agreement except those required
to be provided by law or under the terms of any other agreement between the Company and the
Executive.



     5.8 Section 409A. It is intended that (1) each installment of the payments provided
under this Agreement is a separate “payment” for purposes of Section 409A of the United States
Internal Revenue Code of 1986 (the “Code”) and (2) that the payments satisfy, to the greatest
extent possible, the exemptions from the application of Section 409A of the Code provided under
Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v). Notwithstanding
anything to the contrary in this Agreement, if the Company determines (i) that on the date
Executive’s employment with the Company terminates or at such other time that the



5









 




Company determines to be relevant, the Executive is a “specified employee” (as such term is
defined under Treasury Regulation 1.409A-1(i)(1)) of the Company and (ii) that any payments to be
provided to the Executive pursuant to this Agreement are or may become subject to the additional
tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section
409A of the Code (“Section 409A Taxes”) if provided at the time otherwise required under this
Agreement then (A) such payments shall be delayed until the date that is six months after the date
of Executive’s “separation from service” (as such term is defined under Treasury Regulation
1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is
sufficient to avoid the imposition of Section 409A Taxes (the “Payment Delay Period”) and (B) such
payments shall be increased by an amount equal to interest on such payments for the Payment Delay
Period at a rate equal to the prime rate in effect as of the date the payment was first due (for
this purpose, the prime rate will be based on the rate published from time to time in The Wall
Street Journal). Any payments delayed pursuant to this Section 5.8 shall be made in a lump sum on
the first day of the seventh month following the Executive’s “separation from service” (as such
term is defined under Treasury Regulation 1.409A-1(h)), or such earlier date that, as determined by
the Committee, is sufficient to avoid the imposition of any Section 409A Taxes.




     6. Non-Competition, Non-Solicitation and Confidentiality and Non-Disclosure



     6.1 Non-Competition, Non-Solicitation. The Executive hereby covenants and agrees that
during the Term of the Executive’s employment hereunder and for a period of one (1) year
thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join,
control or participate as a partner, director, principal, officer or agent of, enter into the
employment of, act as a consultant to, or perform any services for any entity (each a “Competing
Entity”) which has material operations which compete with any business in which the Company or any
of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes
to engage; (ii) solicit any customer or client of the Company or any of its subsidiaries (other
than on behalf of the Company) with respect to any business in which the Company or any of its
subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to
engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries to
leave the employ of the Company or any of its subsidiaries; provided, that the Executive may,
solely as an investment, hold not more than five percent (5%) of the combined voting securities of
any publicly-traded corporation or other business entity. The foregoing covenants and agreements of
the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that
he has carefully read and considered the provisions of the Restrictive Covenant and, having done
so, agrees that the restrictions set forth in this Section 6.1, including without limitation the
time period of restriction set forth above, are fair and reasonable and are reasonably required for
the protection of the legitimate business and economic interests of the Company. The Executive
further acknowledges that the Company would not have entered into this Agreement absent Executive’s
agreement to the foregoing.



     In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or
any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts
hereof shall nevertheless continue to be valid and enforceable as though the invalid or
unenforceable portions or parts had not been included herein. In the event that any provision of
this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects



6









 




shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness
such court deems reasonable and enforceable, the time period and/or area of restriction and/or
related aspects deemed reasonable and enforceable by such court shall become and thereafter be the
maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain
enforceable to the fullest extent deemed reasonable by such court.




     6.2 Confidentiality and Non-Disclosure. In consideration of the rights granted to the
Executive hereunder, the Executive hereby agrees that during the term of this Agreement and for a
period of three (3) years thereafter to hold in confidence all information concerning the Company
or its business, including, but not limited to contract terms, financial information, operating
data, or business plans or models, whether for existing, new or developing businesses, and any
other proprietary information (hereinafter, collectively referred to as the “Proprietary
Information”), whether communicated orally or in documentary or other tangible form. The parties to
this Agreement recognize that the Company has invested considerable amounts of time and money in
attaining and developing all of the information described above, and any unauthorized disclosure or
release of such Proprietary Information in any form would irreparably harm the Company.



     7. Indemnification. The Company shall indemnify the Executive to the fullest extent
that would be permitted by law (including a payment of expenses in advance of final disposition of
a proceeding) as in effect at the time of the subject act or omission, or by the Charter or Bylaws
of the Company as in effect at such time, or by the terms of any indemnification agreement between
the Company and the Executive, whichever affords greatest protection to the Executive, and the
Executive shall be entitled to the protection of any insurance policies the Company may elect to
maintain generally for the benefit of its officers or, during the Executive’s service in such
capacity, directors (and to the extent the Company maintains such an insurance policy or policies,
in accordance with its or their terms to the maximum extent of the coverage available for any
company officer or director), against all costs, charges and expenses whatsoever incurred or
sustained by the Executive (including but not limited to any judgment entered by a court of law) at
the time such costs, charges and expenses are incurred or sustained, in connection with any action,
suit or proceeding to which the Executive may be made a party by reason of his being or having been
an officer or employee of the Company, or serving as an officer or employee of an affiliate of the
Company, at the request of the Company, other than any action, suit or proceeding brought against
the Executive by or on account of his breach of the provisions of any employment agreement with a
third party that has not been disclosed by the Executive to the Company. The provisions of this
Section 7 shall specifically survive the expiration or earlier termination of this Agreement.



     8. Tax Reimbursement Payment.




     (i) Anything in this Agreement to the contrary notwithstanding, in the event it shall
be determined that any payment or distribution by or on behalf of the Company to or for the
benefit of Executive as a result of a Change in Control, as defined herein, (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement or
otherwise, a “Payment”) would be subject to the excise tax imposed by Section 4999 of the
Code, or any interest or penalties are incurred by Executive with respect to such excise tax
(such excise tax together with any such interest and penalties



7









 







are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be
entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that
after payment by Executive 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, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed
upon the Payments.




     (ii) Subject to the provisions of subsection (iii) below, all determinations required
to be made under this Section 8, including whether and when a Gross-Up Payment is required,
the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such
determination, shall be made by a nationally recognized accounting firm or law firm selected
by the Executive, subject to the consent of the Company, which consent shall not be
unreasonably withheld (the “Tax Firm”); provided, however, that the Tax Firm shall not
determine that no Excise Tax is payable by the Executive unless it delivers to Executive a
written opinion (the “Tax Opinion”) that failure to pay the Excise Tax and to report the
Excise Tax and the payments potentially subject thereto on or with Executive’s applicable
federal income tax return will not result in the imposition of an accuracy-related or other
penalty on Executive. All fees and expenses of the Tax Firm shall be borne solely by the
Company. Within fifteen (15) business days of the receipt of notice from Executive that
there has been a Payment, or such earlier time as is requested by the Company, the Tax Firm
shall make all determinations required under this Section 8, shall provide to the Company
and Executive a written report setting forth such determinations, together with detailed
supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable,
shall deliver the Tax Opinion to the Executive. Any Gross-Up Payment, as determined pursuant
to this Section 8, shall be paid by the Company to Executive within fifteen (15) days of the
receipt of the Tax Firm’s determination. Subject to the other provisions of this Section 8,
any determination by the Tax Firm shall be binding upon the Company and the Executive;
provided, however, that the Executive shall only be bound to the extent that the
determinations of the Tax Firm hereunder, including the determinations made in the Tax
Opinion, are reasonable and reasonably supported by applicable law. The parties acknowledge,
however, that as a result of the uncertainty in the application of Section 4999 of the Code
at the time of the initial determination by the Tax Firm hereunder or as a result of a
contrary determination by the Internal Revenue Service, 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 it is ultimately determined in accordance with the procedures set forth in
subsection (iii) below that the Executive is required to make a payment of any Excise Tax,
the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and
any such Underpayment shall be promptly paid by the Company to or for the benefit of
Executive. In determining the reasonableness of the Tax Firm’s determinations hereunder and
the effect thereof, the Executive shall be provided a reasonable opportunity to review such
determinations with the Tax Firm and the Executive’s tax counsel. The Tax Firm’s
determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until the
Executive’s reasonable objections and comments thereto have been satisfactorily accommodated
by the Tax Firm.



8









 






     (iii) The Executive shall notify the Company in writing of any claims 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
thirty (30) calendar days after Executive actually receives notice 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; provided however, that the failure of Executive to notify the
Company of such claim (or to provide any required information with respect thereto) shall
not affect any rights granted to the Executive under this Section 8 except to the extent
that the Company is materially prejudiced in the defense of such claim as a direct result of
such failure. The Executive shall not, unless otherwise required by the Internal Revenue
Service, pay such claim prior to the expiration of the 30-day period following the date on
which he gives such notice to the Company (or such shorter period ending on the date that
any payment of taxes with respect to such claim is due). If the Company notifies the
Executive in writing prior to the expiration of such 30-day period that it desires to
contest such claim, the Executive shall:




     (1) give the Company any information reasonably requested by the Company
relating to such claim;




     (2) 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
selected by the Company and reasonably acceptable to Executive;




     (3) cooperate with the Company in good faith in order effectively to contest
such claim; and




     (4) if the Company elects not to assume and control the defense of such claim,
permit the Company to participate in any proceedings relating to such claim;




     provided, however, that 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 Executive harmless, on an after-tax
basis, for any Excise Tax or income tax (including interest and penalties with
respect thereto) imposed as a result of such representation and payment of costs and
expenses. Without limiting the foregoing provisions of this subsection (iii), the
Company shall have the right, at its sole option, to assume the defense of and
control all proceedings in connection with such contest, in which case it may pursue
or forego any and all administrative appeals, proceedings, hearings and conferences
with the taxing authority in respect of such claim and may either direct the
Executive to pay the tax claimed and sue for a refund or contest the claim in any
permissible manner, and the Executive agrees to 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; provided,
however, that if the Company directs the Executive to pay such claim and sue for a
refund, the Company shall advance the amount of such payment to



9









 







the Executive, on an interest-free basis and shall indemnify and hold the
Executive 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; and
further provided that any extension of the statue of limitations relating to payment
of taxes for the taxable year of the Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested amount. Furthermore,
the Company’s right to assume the defense of and control the contest shall be
limited to issues with respect to which a Gross-Up Payment would be payable
hereunder, and the Executive 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.




     (iv) If, after the receipt by the Executive of an amount advanced by the Company
pursuant to this Section 8, the Executive becomes entitled to receive any refund with
respect to such claim, the Executive shall (subject to the Company’s complying with the
requirements of subsection (iii) above) 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 Executive of an amount advanced by the Company pursuant to
subsection (iii) above, a determination is made that the Executive is not entitled to a
refund with respect to such claim and the Company does not notify the Executive in writing
of its intent to contest such denial of refund prior to the expiration of thirty (30) days
after such determination, then such advance shall, to the extent of such denial, be forgiven
and shall not be required to be repaid and the amount of forgiven advance shall offset, to
the extent thereof, the amount of Gross-Up Payment required to be paid.




     (v) Notwithstanding any other provision of this Section 8, any Gross-Up payment due
under this Section 8 shall be paid to the Executive no later than December 31 of the year
following the year (A) any Excise Tax is paid to the Internal Revenue Service regarding this
Section 8 or (B) any tax audit or litigation brought by the Internal Revenue Service or
other relevant taxing authority related to this Section 8 is completed or resolved.



     9. Notices. Any notice required or desired to be given under this Agreement shall be
in writing and shall be delivered personally, transmitted by facsimile or mailed by registered
mail, return receipt requested, or delivered by overnight courier service and shall be deemed to
have been given on the date of its delivery, if delivered, and on the third (3rd) full business day
following the date of the mailing, if mailed, to each of the parties thereto at the following
respective addresses or such other address as may be specified in any notice delivered or mailed as
above provided:



	 	 	 	 	 

	 

	 	(i)
	 	If to the Executive, to:
	 
	 	 	 	 
	 

	 	 	 	 

	 

	 	 	 	 

	 

	 	 	 	 







10









 






	 	 	 	 	 

	 

	 	(ii)
	 	If to the Company, to:
	 
	 	 	 	 
	 

	 	 	 	Corrections Corporation of America
	 

	 	 	 	10 Burton Hills Boulevard
	 

	 	 	 	Nashville, Tennessee 37215
	 

	 	 	 	Attention: Chief Executive Officer
	 

	 	 	 	Facsimile: (615) 263-3010






     10. Waiver of Breach. The waiver by either party of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach by the other party.



     11. Assignment. The rights and obligations of the Company under this Agreement shall
inure to the benefit of and shall be binding upon the successors and assigns of the Company. The
Executive acknowledges that the services to be rendered by him are unique and personal, and the
Executive may not assign any of his rights or delegate any of his duties or obligations under this
Agreement.



     12. Entire Agreement. This instrument contains the entire agreement of the parties and
supersedes in full and in all respects any prior oral or written agreement between the parties with
respect to Executive’s employment with the Company. It may not be changed orally but only by an
agreement in writing signed by the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought.



     13. Controlling Law. This Agreement shall be governed and interpreted under the laws
of the State of Tennessee.



     14. Headings. The sections, subjects and headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation of this Agreement.



     15. Enforcement. If the Executive is the prevailing party in any dispute among the
parties hereto regarding the enforcement of one or more of the provisions of this Agreement, then
the Company shall reimburse the Executive for any reasonable attorneys’ fees and other expenses
incurred by him in connection with such dispute.



[signature page to follow]






11









 








     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written.



	 	 	 	 	 
	 	EXECUTIVE:




Steven E. Groom

 	 
	 	/s/ Steven E. Groom
 	 
	 	 	 
	 	COMPANY:




CORRECTIONS CORPORATION OF AMERICA

 	 
	 	By:  	/s/ Damon T. Hininger
 	 
	 	 	Name:  	Damon T. Hininger 	 
	 	 	Title:  	President & Chief Executive Officer