Form of Non-Employee Directors Restricted Stock Unit Award Agreement



 Exhibit 10.2 
 RESTRICTED STOCK UNIT AWARD AGREEMENT 
 (NON-EMPLOYEE DIRECTORS)

 This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made
this            day of         , 2012, by and between CORRECTIONS CORPORATION OF AMERICA, a Maryland corporation (the “Company”), and
                    (the “Recipient”). 
 W I T N E S S E T H: 
 WHEREAS, the Company has adopted the Amended and
Restated 2008 Stock Incentive Plan (the “Plan”), which authorizes the Company to award Restricted Stock Units with respect to its common stock, $0.01 par value per share (the “Common Stock”), to non-employee directors of the
Company and/or its affiliates; and 
 WHEREAS, the Company and Recipient wish to confirm the terms and conditions of an award of
Restricted Stock Units to Recipient on            , 2012 (the “Date of Award”). 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is
agreed between the parties hereto as follows: 
 1. Definitions. Except as provided in this Agreement (or an election
form executed pursuant to Section 5 of this Agreement), or unless the context otherwise requires, the terms used herein shall have the same meaning as in the Plan. 
 2. Award of RSUs. Upon and subject to the terms, restrictions, limitations and conditions stated herein, the Company hereby grants an award (the “RSU Award”) to Recipient of
                    Restricted Stock Units (“RSUs”). 
 3. Rights; Vesting; Forfeiture. 
 (i) The RSUs may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of by Recipient. Any attempted sale, assignment, or transfer of the RSUs shall be void and of no effect, and the Company shall have the right to disregard the same on its books and records.
Within thirty (30) days (with the date of payment selected by the Company in its sole discretion) after the vesting of any of the RSUs in accordance with Section 3(ii) of this Agreement, the Company shall issue to the Recipient one share
of Common Stock for each vested RSU (subject to the Recipient’s election of a deferred payment date pursuant to Section 5 of this Agreement). 
 (ii) Except as further provided in this Section 3(ii) or in the Plan, the RSUs shall vest on            
        , 2013 (the “Vesting Date”), provided that Recipient is a member of the Board of Directors of the Company or an Affiliate Corporation (the “Board”) at all times following the Date
of Award and prior to and on the Vesting Date (the “Vesting Period”). If, at any time during the Vesting Period, Recipient’s service on the Board terminates 







 
for any reason other than as a result of death, all of the unvested RSUs held by such Recipient shall immediately and automatically be forfeited to the Company without monetary consideration and
shall be automatically canceled. If, during the Vesting Period, (i) Recipient shall die while in service on the Board, (ii) Recipient shall incur a “disability” (as defined in Section 1.409A-3(i)(4) of the Treasury
Regulations) or (iii) there occurs a “change in control event” (as defined in Section 1.409A-3(i)(5) of the Treasury Regulations) (collectively, an “Accelerated Vesting Event”), then in any such case (X) all the
RSUs shall become immediately vested and nonforfeitable (to the extent not previously forfeited), (Y) any elections made under Section 5 below shall become ineffective as required by Section 1.409A-2(a)(5) of the Treasury Regulations
and (Y) such RSUs shall be paid within thirty (30) days of the Accelerated Vesting Event (with the date of payment selected by the Company in its sole discretion). 
 (iii) The Recipient shall not have any voting rights with respect to the RSUs covered by this RSU Award. The Recipient shall, however, be credited with dividend equivalents with respect to the RSUs at the
time of any payment of dividends on shares of Common Stock in accordance with the terms set forth in the Plan and as specified by the Committee in its sole discretion. Dividend equivalents credited with regard to any RSU shall be accumulated and
paid at such time as the underlying shares of Common Stock are paid according to the payment date elected by the Recipient (or provided for in the applicable election form) pursuant to Section 5 below and any applicable election form, or if
earlier, within thirty (30) days (with the date of payment selected by the Company in its sole discretion) of (i) the expiration of the Vesting Period (if no deferral election is made under Section 5 below) or (ii) the occurrence
of an Accelerated Vesting Event during the Vesting Period, in accordance with Sections 3(i) or (ii) above, and, in either case, to the extent the RSUs otherwise vest according to Section 3(i) or (ii) above. 

4. RSUs Subject to Plan. This RSU Award and the issuance of shares of Common Stock in connection therewith shall be subject to,
and the Company and Recipient agree to be bound by, all of the terms and conditions of the Plan (as if fully set out herein), as the same shall be amended from time to time in accordance with the terms thereof. For the avoidance of doubt, the terms
of this Agreement shall control if any inconsistencies exist between the Plan, an election form and this Agreement. 
 5.
Deferral Rights. Notwithstanding any other provision of this Agreement, the Recipient may elect to defer the receipt of the shares of Common Stock issuable with respect to the RSUs upon the termination of the Vesting Period until such times
as are approved by the Committee and are set forth in the Recipient’s applicable deferral election form. All deferral elections made by the Recipient pursuant to this Section 5 shall be made in accordance with (i) the applicable
election form provided by the Committee and (ii) Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). If the Recipient does not timely elect to defer the receipt of shares of Common Stock
pursuant to this Section 5, then such shares shall be paid to the Recipient in accordance with Section 3(i) or (ii) of this Agreement. 

  
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 6. Adjustments. The Committee shall make equitable and proportionate adjustments in
the terms and conditions of, and the criteria included in, this RSU Award in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.2 of the Plan) affecting the Company, or the financial
statements of the Company, or of changes in applicable laws, regulations, or accounting principles. Such adjustments shall be made in accordance with Section 4.2 of the Plan and Section 409A of the Code, to the extent applicable.

 7. Governing Law. This Agreement shall be construed, administered and enforced according to the laws of the State of
Maryland, without regard to the conflicts of laws provisions thereof. 
 8. Successors. This Agreement shall be binding
upon and inure to the benefits of the heirs, legal representatives, successors and permitted assigns of the parties. 
 9.
Notice. Except as otherwise specified herein, all notices and other communications under this Agreement shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States
mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of such recipient. Any party may designate any other address to which notices shall be sent by giving notice of such address to the other
parties in the same manner provided herein. 
 10. Severability. In the event that any one or more of the provisions or
portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision or portion thereof had never been contained herein. 
 11.
Entire Agreement. Subject to the terms and conditions of the Plan, this Agreement expresses the entire understanding and agreement of the parties hereto with respect to such terms, restrictions and limitations. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. 
 12. Headings. Section headings used herein are for convenience of reference only and shall not be considered in interpreting this Agreement. 

13. Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and
provisions of this Agreement, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall
be cumulative. 
 14. Counterparts. This Agreement may be executed by the signatures of each of the parties hereto, or to
a counterpart of this Agreement, and all such counterparts shall collectively constitute one Agreement. Facsimile signatures shall constitute original signatures for purposes of this Agreement. 

  
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 15. No Guarantee of Favorable Tax Treatment. Although the Company shall administer
this Agreement so that the RSU Award will be exempt from, or will be interpreted and comply with, the requirements of Section 409A of the Code, the Company does not warrant that the RSU Award made under this Agreement will qualify for favorable
tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law. The Company shall not be liable to the Recipient for any tax, interest, or penalties that Recipient might owe as a result of the RSU
Award made under this Agreement. For the avoidance of doubt, if the award of RSUs under this Agreement constitutes “deferred compensation” under Section 409A of the Code, then the applicable Section 409A provisions of the
election form (described in Section 5 above) shall be incorporated by reference herein. 
 IN WITNESS WHEREOF, the parties
have executed and sealed this Agreement on the day and year first set forth above. 
  

			
	CORRECTIONS CORPORATION OF AMERICA
		
	By:	 	 
		
	Title:	 	 
		
	RECIPIENT:	 	
		
	Signature:	 	 
		
	Name (printed):	 	 



  
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