Exhibit 10.3



 







EXHIBIT 10.3




Senior Management Incentive Plan




Target Incentive Award




     Each participant is assigned a Target Incentive Award expressed as a percentage
of base salary in effect on December 31st of the plan year. The eligible
positions and target award percentages for participants are as follows:



	 	 	 	 	 
	 	 	Target
	Position
	 	(% of Salary)

	CEO
	 	 	150	%
	President
	 	 	120	%
	CFO
	 	 	50	%
	Sr. Vice President
	 	 	45	%







Plan Year



The period over which performance will be measured is the Company’s fiscal year
(January 1st – December 31st ).




Performance Measures and Weightings





	 	 	The plan will measure two financial items which will be weighted as follow:




	 	 	 	 	 	 	 	 	 
	Net Income After Tax
	 	 	—	 	 	 	65	%
	Revenue
	 	 	—	 	 	 	35	%







Award Determination 




     Based on performance achieved during the year for Revenue and Net Income After
Tax,
the participants’ award payouts will be a function of performance against
pre-established goals for each measure. The following chart shows this
relationship.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Payout as % of
	 	 	 	 	 	 	Target Award

	Performance	 	Actual Results as % of	 	 	 	 	 	Net Income
	Achieved
	 	Business Plan
	 	Revenue
	 	After Tax

	Maximum
	 	 	120	%	 	 	150	%	 	 	150	%
	Target
	 	 	100	%	 	 	100	%	 	 	100	%
	Threshold
	 	 	80	%	 	 	50	%	 	 	50	%
	Below Threshold
	 	 	<80	%	 	 	0	%	 	 	0	%







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EXHIBIT 10.3


Definition of Corporate Income



This definition excludes extraordinary items and changes in accounting
principles, as defined by GAAP.



Extraordinary items, as defined by GAAP, include items of a very unusual and
infrequent nature, a good example of which is loss incurred in the early
extinguishment of debt.



Changes in accounting principles include those that occur as a result of new
pronouncements or requirements issued by accounting authorities such as SEC,
FASB, etc.



Non-recurring and unusual items not included or planned for in the budgeted
bonus targets may be excluded from the corporate income before income taxes, as
defined, at the recommendation of management and at the discretion and
agreement of the Compensation Committee.




Discretionary Adjustment



For plan participants other than the CEO and President (who shall not be
eligible for the discretionary adjustment), the CEO may recommend an adjustment
to an individual’s Incentive Award, subject to review and approval by the
Compensation Committee. Individual adjustments will be based upon position as
follows:




	 	 	 	 	 
	 	 	Multiply
	Position
	 	Award by up to:

	CFO, Sr. Vice Presidents
	 	 	150	%







Form and Timing of Payments 



Payments will be made in cash as soon as practicable after the award amounts
are certified by the Compensation Committee of the Board of Directors as having
been met.




Change in Status



In the event that a participant’s status changes during the plan year, whether
due to a promotion, demotion or lateral move, awards for all participants will
be prorated on a monthly basis for the year based on the length of time in each
position.


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EXHIBIT 10.3



Termination of Employment



In the event a participant voluntarily terminates employment or is terminated
involuntarily, any award for the year in which the termination occurs will be
forfeited.




Withholding 



The Company shall withhold from award payments any federal, state or local
taxes required to be withheld.




Discontinuance, Termination of Amendment of Plan



This plan has been established with the bona fide intention and expectation
that from year to year it will be deemed advisable to continue it. However,
The GEO Group, Inc. realizes that it may be necessary to terminate the plan,
suspend it, or amend it from time to time. The Committee therefore reserves
the right, in its sole discretion, to modify, suspend, discontinue or terminate
the plan.




Governance



The plan shall be governed by the Compensation Committee of the Board of
Directors of The GEO Group, Inc. The plan shall be administered on a
day-to-day basis by the CEO and the Vice President of Human Resources.





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