**Exhibit 10.64(a)**

** **

**SEVERANCE AGREEMENT**

 

 

THIS SEVERANCEAGREEMENT (the “Agreement”), is entered into as of November 28,2005, by and between Cornell Companies, Inc., a Delaware corporation (the “Company”),and Mark S. Croft (the “Executive”).

 

WHEREAS, the CompensationCommittee (the “Committee”) of the Company’s Board of Directors (the “CompanyBoard”) has determined that it is in the best interests of the Company andits stockholders to assure that the Company will have the continued dedicationof the Executive, notwithstanding the possibility, threat or occurrence of aChange in Control (as defined herein) of the Company; and

 

WHEREAS, theCommittee believes that it is imperative to diminish the inevitable distractionof the Executive by virtue of the personal uncertainties and risks created by apending or threatened Change in Control, to encourage the Executive’s fullattention and dedication to the Company currently and in the event of anythreatened or pending Change in Control, and to provide the Executive withcompensation arrangements upon a Change in Control which provide the Executivewith individual financial security and which are competitive with those ofother corporations.

 

NOW, THEREFORE, inconsideration of the premises and the agreements herein contained, the receiptand sufficiency of which are hereby acknowledged, the Company and the Executivehereby agree as follows:

 

1.             **Definitions**.  As used in this Agreement, the followingterms shall have the following meanings (the singular includes the plural,unless the context clearly indicates otherwise):

## (a)           An “Affiliate” shall mean,with respect to any person or entity, any person or entity that, directly orindirectly, Controls, is Controlled by, or is under common Control with, suchperson or entity in question. For the purposes of the definition of Affiliate, “Control”(including, with correlative meaning, the terms “Controlled by” and “undercommon Control with”) as used with respect to any person, shall mean thepossession, directly or indirectly, of the power to direct or cause thedirection of the management and policies of such person or entity, whetherthrough the ownership of voting securities or by contract or otherwise.

## (b)           A “Change in Control” shall bedeemed to have occurred on the earliest of the following dates:

### (i)            the date the Company merges orconsolidates with any other entity, and the Company’s stockholders do not own,directly or indirectly, at least 50% of the voting capital stock of thesurviving entity;

### (ii)           thedate the Company sells all or substantially all of its assets to any otherperson or entity; provided that the sale or other transfer of Companyfacilities to a real estate investment trust, in a sale-leaseback transaction,or any similar transaction shall not be considered a sale of all orsubstantially all of the Company’s assets;

 

 

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### (iii)          the date the Company is dissolved; or

### (iv)          the date any third person or entitytogether with its Affiliates becomes, directly or indirectly, the beneficialowner of the least 51% of the Voting Stock of the Company; or

provided, however, thatnotwithstanding anything to the contrary contained in clauses (i) — (iv), aChange in Control shall not be deemed to have occurred in connection with anybankruptcy or insolvency of the Company, or any transaction in connectiontherewith.

## (c)           “Change in Control Date” shallbe the date on which a Change in Control occurs.

## (d)           “Code” shall mean the InternalRevenue Code of 1986, as amended.

## (e)           “Termination Date” shall meanthe date on which the Executive’s employment with the Company is terminated, byeither the Company or the Executive.

## (f)            “Voting Stock” means all theoutstanding shares of capital stock of Company entitled to vote generally inelections for directors, considered as one class; provided, however, that ifCompany has shares of Voting Stock entitled to more or less than one vote forany such share, each reference to a proportion of shares of Voting Stock shallbe deemed to refer to such proportion of the votes entitled to be cast by suchshares.

# 2.             **Benefits upon Change in Control.**  If, within one(1) year after a Change in Control, the Executive’s employment with the Companyis terminated by the Company for any reason, with or without cause, the Companyshall be required to provide the following benefits to the Executive:

## (a)           The Company shall pay to the Executivein a lump sum in cash, concurrently with the Termination Date, a payment equalto the sum of (i) the Executive’s highest annual base salary as of theTermination Date or the Change in Control Date plus (ii) the average of theannual bonus paid or payable, including by reason of any deferral, to the Executiveby the Company or its Affiliates in respect of the two most recent full fiscalyears ending on or prior to the Termination Date (or if the Executive has notbeen employed for two full fiscal years, then the annual bonus in respect ofthe most recent full fiscal year).

## (b)           In addition to the cash benefitspayable pursuant to Section 2(a) hereof, all stock options, restricted stockawards and similar awards granted to the Executive by the Company prior to theTermination Date shall immediately vest on the Termination Date,notwithstanding any existing vesting schedule or other terms set forth in anyplan or agreement governing the term of such stock options, restricted stockawards and similar awards.

# 3.             **Full Settlement.**  The Company’s obligations toperform hereunder shall not be affected by any set-off, counterclaim,recoupment, defense or other claim, right or action which the Company may haveagainst the Executive.  In no event shallthe Executive be obligated to seek other employment or take any other action byway of mitigation of the amounts payable to the Executive under any of theprovisions of this Agreement.  The Companyagrees to pay, to the fullest extent permitted by law, all legal fees andexpenses which the Executive may incur as a result of any contest by theCompany or others of the validity or the enforceability of, or liability under,any provision of this Agreement.

 

 

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# 4.             **Non-Exclusivity of Rights**.  Nothing inthis Agreement shall prevent or limit the Executive’s continuing or futureparticipation in any benefit, bonus, incentive or other plans, programs,policies or practices provided by the Company or any of its subsidiaries andfor which the Executive may qualify, nor shall anything herein limit orotherwise affect such rights as the Executive may have under any stock option,restricted stock or other agreements with the Company or any of its subsidiaries.  Amounts which are vested benefits or whichthe Executive is otherwise entitled to receive under any plan, policy, practiceor program of the Company or any of its subsidiaries on the Change in ControlDate shall be payable in accordance with such plan, policy, practice orprogram.

# 5.             **Funding**.  The Company shall pay the benefits under thisAgreement out of its general assets pursuant to the terms of thisAgreement.  There shall be no specialfund out of which benefits shall be paid, nor shall the Executive be requiredto make a contribution as a condition of receiving benefits.

# 6.             **Tax Withholding**.  The Company may withhold orcause to be withheld from any benefits payable under this Agreement allfederal, state, city or other taxes that are required by any law orgovernmental regulation or ruling.

# 7.             **Non-Competition.**  The restrictive covenantscontained in this Paragraph 7 are supported by consideration to Executive fromthe Company as specified in this Agreement. In exchange for the consideration specified herein and as a materialincentive for the Company to enter into this Agreement, Executive hereby agreesthat Executive will not at any time during Executive’s employment with theCompany and for a period commencing on the date of termination of such employmentand continuing until the expiration of one year (the “Non-Competition Period”),directly or indirectly, for Executive or for others, in any state of the UnitedStates, or in any foreign country where the Company or any of its affiliates isthen conducting any business engage in any employment or actions which is indirect competition with the Company, including providing services and/or adviceof any kind to a direct competitor of the Company (i.e., corporations which bidfor government contracts within the industries in which Cornell Companies doesbusiness).

# 8.             **Notices**.  Any notice required or desired to be givenunder this Agreement or other communications relating to this Agreement shallbe in writing and delivered personally or mailed by United States registered orcertified mail, return receipt requested, postage prepaid, to the partyconcerned at the address set forth below:

| If to the  Company to:  |   | Cornell  Corrections, Inc.                                                                                                       |
|-------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------|
|                    |   | 1700 West Loop South,  Suite 1500                                                                                                |
|                    |   | Houston, Texas 77027                                                                                                             |
|                    |   | Attn: Corporate  Secretary                                                                                                       |
|                    |   |                                                                                                                             |
| If to the Executive to: |   | At Executive’s  residence address as maintained by the Company in the regular course of its  business for payroll purposes. |

 

# 9.             **Entire Agreement.**  This Agreement contains theentire agreement of the parties hereto with respect to severance payments andsupersedes any prior agreement, arrangement or understanding, whether oral orwritten, between the Company and the Executive concerning severance payments.

 

 

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# 10.           **Choice of Law.**  This Agreement shall be governedby, and enforced according to, the laws of the State of Texas.  The invalidity of any provision shall beautomatically reformed to the extent permitted by applicable law and shall notaffect the enforceability of the remaining provisions hereof.  The Executive hereby waives any objectionwhich he may now or hereafter have to the laying of venue of any suit, actionor proceeding arising out of or relating to this Agreement brought in theDistrict Court of Harris County, State of Texas, or in the United StatesDistrict Court for the Southern District of Texas, and hereby further waivesany claims that any such suit, action or proceeding brought in any such courthas been brought in an inconvenient forum.

# 11.           **Assignment.**  The rights and obligations under thisAgreement of the Company and the Executive may not be assigned, except that theCompany may, at its option, assign one or more of its rights or obligationsunder this Agreement to any of its subsidiaries or affiliates, or in connectionwith a transfer of all or substantially all of the assets or stock of theCompany or a merger or consolidation of the Company with and into anothercorporation or other entity, provided that in each case the Company shallremain responsible for its obligation hereunder.

# 12.           **Counterparts.**  This Agreement may be executedin several identical counterparts, and by the parties hereto on separatecounterparts, and each counterpart, when so executed and delivered, shallconstitute an original instrument, and all such separate counterparts shallconstitute but one and the same instrument.

# 13.           **Modification. **This Agreement may be modified only bywritten agreement signed by the Executive and by the President or Secretary ofthe Company.  The failure to insist uponcompliance with any provision hereof shall not be deemed a waiver of suchprovision or any other provision hereof.

 

IN WITNESSWHEREOF, the undersigned parties have executed this Agreement effective as ofthe date first written above.

 

CORNELL COMPANIES,INC.

 

 
| By:               | /s/ Patrick N. Perrin                   |
|-------------------|-----------------------------------------|
|              | Patrick N. Perrin                       |
|              | Sr. V.P., Chief  Administrative Officer |
|              |
| THE EXECUTIVE     |
|              |
| /s/ Mark S. Croft |
| Mark S. Croft     |

 

 

 

 

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