exv10w27






Exhibit 10.27




FIRST AMENDMENT TO




SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT



     THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this
“Amendment”) is entered into effective the 1st day of March, 2011 by and between The GEO
Group, Inc., a Florida Corporation, (the “Company”) and George C. Zoley (the “Executive”).



WITNESSETH:




     WHEREAS, the Company and the Executive (collectively the “Parties”) have previously entered
into the Second Amended and Restated Executive Employment Agreement effective as of December 31,
2009 (the “Employment Agreement”); and



     WHEREAS, the Parties wish to amend the Employment Agreement as provided herein to employ the
Executive in accordance with the provisions herein.



     NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and
for other valuable consideration the receipt and adequacy of which is hereby acknowledged, the
Parties hereby agree as follows:



     1. The first paragraph of Section 4.A. of the Employment Agreement is deleted in its entirety
and replaced with the following:




     “ANNUAL BASE SALARY. Executive shall be paid an annual base salary of
$1,145,000 (as such may be amended from time to time, the “Annual Base Salary”). The
Company shall increase the Annual Base Salary paid to the Executive by applying a cost of
living increase to be determined by the Board, such increase to be made effective the 1st
day of January of each year of the employment term. However, under no circumstances shall
the cost of living increase be less than 5% per annum. The Annual Base Salary shall be
payable at such regular times and intervals as the Company customarily pays its senior
executives from time to time.”



     2. The first paragraph of Section 7.A. of the Employment Agreement is deleted in its entirety
and replaced with the following:




     “TERMINATION OF EMPLOYMENT BY THE EXECUTIVE FOR GOOD REASON, BY THE COMPANY WITHOUT
CAUSE OR UPON THE DEATH OR DISABILITY OF THE EXECUTIVE. Upon the termination of the
Executive’s employment under this Agreement by the Executive for Good Reason, by the Company
without Cause, or as a result of the death (in which case, the provisions of Section 7(A)(i
 — ix) shall inure to the benefit of the Executive’s covered dependents, or to the extent
applicable, to the Executive’s estate) or disability of the Executive, the following shall
apply:”



     3. Section 7.A.(ix) is added to the Employment Agreement, which reads:



 









 






     “TERMINATION STOCK OPTIONS AND RESTRICTED STOCK. All of the outstanding
unvested stock options and restricted stock granted to the Executive prior to termination
will fully vest immediately upon termination, provided however, that any restricted stock
that is still subject to performance based vesting at the time of such termination shall
only vest when and to the extent the Compensation Committee of the Board certifies that the
performance goals are actually met.”




Except as otherwise specifically amended herein, the terms and provisions of the Employment
Agreement remain in full force and effect. This Amendment may be executed in counterparts.



     IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Amendment under seal
as of the date first above written.



	 	 	 	 	 
	 	THE GEO GROUP, INC.

 	 
	 	By:  	/s/
John J. Bulfin	 
	 	 	Name:  	John J. Bulfin 	 
	 	 	Title:  	Senior Vice President and General Counsel	 
	 
	 	EXECUTIVE

 	 
	 	By:  	/s/
George C. Zoley 	 
	 	 	Name:  	George C. Zoley 	 
	 	 	 	 



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