Exhibit 10.24


 


CORNELL COMPANIES, INC.


 


DIRECTOR STOCK OPTION AWARD


PURSUANT TO THE 2006 INCENTIVE PLAN


 


This Director Stock Option Award (“Award”) is dated effective as of
                    ,
20    .  Subject to
the terms and conditions of this Award, Cornell Companies, Inc. (the “Company”)
grants to
                            
(the “Participant”) the Options (as defined below) described in this Award.


 


Preliminary Statement


 


Pursuant to the Company’s 2006 Incentive Plan, a copy of which is
annexed hereto as Exhibit A (the “Plan”), nonqualified stock
options (the “Options”) to purchase the number of shares (“Shares”) of the
Company’s Common Stock, par value $.001 per share (the “Common Stock”) have
been authorized and may be granted to the Participant, as a Director (as
defined in the Plan).  This Award sets
forth the terms of the Options.


 


Award Provisions


 


1.             Provisions
of Plan Control.  This Award is
subject to all the terms, conditions and provisions of the Plan, and to such
rules, regulations and interpretations relating to the Plan as may be adopted
by the Committee and as may be in effect from time to time.  Any capitalized term used but not defined
herein shall have the meaning ascribed to such term in the Plan.  The annexed copy of the Plan is incorporated
herein by reference.  If and to the
extent that this Award conflicts or is inconsistent with the terms, conditions
and provisions of the Plan, the Plan shall control, and this Award shall be
deemed to be modified accordingly.


 


2.             Grant
of Option.  Subject in all respects
to the Plan and the terms and conditions set forth herein and therein, the
Participant is hereby granted Options to purchase from the Company
                        
Shares at a price per Share of
$                    .


 


3.             Vesting.  Subject in all respects to the Plan and the
terms and conditions set forth herein and therein, the Options shall become
exercisable in installments as provided below, which shall be cumulative.  To the extent that the Options have become
exercisable with respect to a number of shares as provided below, the Options
may thereafter be exercised by the Participant, in whole or in part, at any
time or from time to time prior to the expiration of the Options as provided
herein.  The following table indicates
each date (the “Vesting Date”) upon which the Participant shall


 

















 


be entitled to
exercise the Options with respect to the number of Shares indicated beside that
date:


 


	
  Vesting Date

  	
   

  	
  Number of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January     ,
  20

  	
   

  	
  1,250

  	
   

  
	
  April 1, 20

  	
   

  	
  1,250

  	
   

  
	
  July 1, 20

  	
   

  	
  1,250

  	
   

  
	
  October 1,
  20

  	
   

  	
  1,250

  	
   

  



 


4.             Restrictions
of Exercise.  The Options may not be
exercised unless such exercise is in compliance with the Securities Act of
1933, as amended, and all applicable state securities laws as they are in
effect on the date of exercise.


 


5.             Manner
of Exercise.


 


(a)           The Options shall be
exercisable by delivery to the Company of written notice in the form attached
hereto as Exhibit B, or in such other form as may be approved by
the Company, which shall set forth the Participant’s election to exercise
Options, the number of shares being purchased, and such other representations
and Awards as to the Participant’s investment intent and access to information
as may be required by the Company to comply with applicable securities laws.
Such notice shall be accompanied by full payment of the aggregate Purchase
Price in cash or in other property acceptable to the Company, including
previously-owned shares of Company common stock, as set forth in the Plan.


 


(b)           Prior to the issuance
of any Shares upon exercise of Options, the Participant must pay or make
adequate provision for any applicable federal or state withholding obligations
of the Company.


 


(c)           Provided that such
notice and payment are in form and substance satisfactory to counsel for the
Company, the Company shall issue the Shares registered in the name of the
Participant or the Participant’s legal representative.


 


6.             Termination.  Unless terminated as provided below or
otherwise pursuant to the Plan, the Options shall expire on the tenth
anniversary of this Award.


 


7.             Restriction
on Transfer of Options.


 


(a)           The Award and Options shall be
exercisable only by the Participant during the Participant’s lifetime, or, if
permissible under applicable law, by the Participant’s guardian or legal
representative or by a transferee receiving such Award pursuant to a qualified
domestic relations order (a “QDRO”) as determined by the Committee.


 


(b)           Except as otherwise provided by the
Committee, this Award and the Options are not transferable except as designated
by the Participant by will or by the laws of descent and distribution.


 


8.             Effect of
Termination of Employment.


 


(a)           Death,
Disability, Etc.  Upon
Termination of Employment, all outstanding Options then exercisable and not
exercised by the Participant prior to such Termination of Employment (and any
Options not previously exercisable but made exercised by the Committee at or
after the Termination of Employment) shall remain exercisable by the
Participant to the extent not exercised for the following time periods, or, if
earlier, the prior expiration of the Option in accordance with the terms of the
Plan and grant:


 


(i)            In
the event of the Participant’s death or Disability, such Options shall remain
exercisable by the Participant (or by the Participant’s estate or by the person
given authority to exercise such Options by the Participant’s will or by
operation of law) for a period of one year from the date of the Participant’s
death or Disability, provided that the Committee, in its sole discretion, may
at any time extend such time period.


 


(ii)           In
the event of the Participant’s Termination of Employment without Cause or a
Termination of Employment due to Participant’s resignation from employment with
the Company, such Options shall remain exercisable for ninety (90) days from
the date of the Participant’s Termination of Employment, provided that the
Committee, in its sole discretion, may at any time extend such time period.


 


Unless the
Committee otherwise determines, there shall be no effect on the exercisability
of Options held by a Participant if (i) the Participant’s employment,
directorship or consultancy is transferred from the Company to a Subsidiary
Corporation, from a Subsidiary Corporation to the Company or from one
Subsidiary Corporation to another or (ii) the Participant is a Key
Employee who becomes an Eligible Consultant or an Eligible Consultant who
becomes a Key Employee.


 


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(b)           Cause.  Upon the Termination of Employment of a
Participant for Cause, or if the Company or a Subsidiary Corporation obtains or
discovers information after Termination of Employment that such Participant had
engaged in conduct that would have justified a Termination of Employment for
Cause during the Participant’s employment, directorship or consultancy, all
outstanding Options of such Participant shall, unless the Committee in its sole
discretion determines otherwise, terminate and be null and void.


 


(c)           Cancellation
of Options.  Except as
otherwise provided in the Plan, no Options that were not exercisable during the
period of employment shall thereafter become exercisable upon a Termination of
Employment for any reason or no reason whatsoever, and such options shall
terminate and become null and void upon a Termination of Employment, unless the
Committee determines in its sole discretion that such Options shall be
exercisable.


 


(d)           Definitions.  For purposes of this Award, the following
terms will have the following meanings:


 


(i)            “Cause”
means, with respect to a Participant’s Termination of Employment, (x) in
the case where there is no employment or consulting agreement between the
Company and the Participant, or where there is an employment or consulting
agreement, but such agreement does not define cause (or words of like import),
commission of a felony, a crime involving moral turpitude, embezzlement,
misappropriation of property of the Company or a Subsidiary Corporation, any
other act involving dishonesty or fraud with respect to the Company or a
Subsidiary Corporation, a material breach of a directive which is not cured
within a specified time after written notice of such breach, or repeated
failure after written notice to follow the directives of an appropriate officer
or the Board, or (y) in the case where there is an employment or
consulting agreement between the Company or a Subsidiary and the Participant,
termination that is or would be deemed to be for cause (or words of like
import) as defined under such employment or consulting agreement.


 


(ii)           “Disability”
means a permanent and total disability, rendering a Participant unable to
perform the duties performed by the Participant for the Company or Subsidiary
Corporation by reason of physical or mental disability for a period of more
than an aggregate of one hundred eighty (180) days in any twelve (12) month
period. A Disability shall only be deemed to occur at the time of the
determination by the Committee of the Disability.


 


(iii)          “Eligible
Consultants” mean the consultants of the Company and Subsidiary Corporations
who are eligible to participate in the Plan (including, but not limited, to
employees of entities providing consulting services), as determined by the
Committee in its sole discretion.


 


(iv)          “Key
Employee” means any person who is an officer or other valuable employee of the
Company or a Subsidiary Corporation, as determined by the Committee in its sole
discretion. A Key Employee may, but need not, be an officer of the Company or a
Subsidiary Corporation.


 


(v)           “Termination
of Employment”  with respect to a Key
Employee means that individual is no longer actively employed by the Company or
a Subsidiary Corporation on a full-time basis, irrespective of whether or not
such employee is receiving salary continuance pay, is continuing to participate
in other employee benefit programs or is otherwise receiving severance type
payments. In the event an entity shall cease to be a Subsidiary Corporation,
there shall be deemed a Termination of Employment of any individual who is not
otherwise an employee of the Company or another Subsidiary Corporation at the
time the entity ceases to be a Subsidiary Corporation. A Termination of
Employee shall not include a leave of absence approved for purposes of the Plan
by the Committee. For purposes of this Plan, a full-time employee is a person
who is scheduled to work at least thirty (30) hours per week. With respect to a
Director, a Termination of Employment shall occur when the individual ceases to
be a director of the Company or any Subsidiary Corporation. With respect to an
Eligible Consultant, a Termination of Employment shall occur upon the
termination of the consulting contract or the termination of the performance of
consulting services, as determined by the Committee in its sole discretion.


 


9.             Rights as a
Stockholder.  The Participant shall
have no rights as a stockholder with respect to any Shares covered by the
Options until the Participant shall have become the holder of record of the
Shares, and no adjustments shall be made for dividends in cash or other
property, distributions or other rights in respect of any such Shares, except
as otherwise specifically provided for in the Plan.


 


10.           Compliance with
Laws and Regulations.  The issuance
and transfer of the Shares to be issued pursuant to the Options shall be
subject to compliance by the Company and the Participant with all applicable
requirements of federal and state laws and with all applicable requirements of
any stock exchange on which the Common Stock may be listed at the time of such
issuance or transfer.


 


11.           Notices.  Any notice of communication given hereunder
shall be in writing and shall be deemed to have been duly given when delivered
in person, when dispatched by telegram or one business day after having been
dispatched by a 


 


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nationally
recognized courier service or three business days after having been mailed by
United States registered or certified mail, return receipt requested, postage
prepaid, to the appropriate party at the address set forth below (or such other
address as the party shall from time to time specify in writing:


 


If to the Company, to:


 


Cornell Companies, Inc.


1700 West Loop South, Suite 1500


Houston, TX 77027


Attn: Corporate Secretary


 


If to the Participant, to the address reflected in the records of the
Company, as same may be updated from time to time.


 


12.           No Obligation to
Continue Employment.  This Award
shall not be construed as giving the Participant the right to be retained in
the employ of the Company or any Affiliate or service on the Board. Further,
the Company or an Affiliate may at any time dismiss the Participant from
employment or the Board may dismiss the Participant from service on the Board,
free from any liability or any claim under the Plan, unless otherwise expressly
provided in the Plan or in any Award Agreement.


 


13.           Tax Consequences.  Participant is hereby notified that he or she
may incur tax liability as a result of Participant’s purchase or disposition of
the Option Shares.  The Company may make
or cause to be made certain withholdings in connection with transactions
involving the Option Shares.  Participant
is solely responsible for his or her taxes and for obtaining any tax advice.  Participant is encouraged to consult a tax
advisor in connection with the purchase or disposition of the Option Shares,
and Participant is may not rely on the Company for any tax advice.


 


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EXHIBIT A


 


CORNELL COMPANIES, INC.


 


2006 INCENTIVE PLAN


 


5

















 


Exhibit B


 


STOCK OPTION EXERCISE NOTICE


 


Cornell Companies, Inc.


1700 West Loop
South, Suite 1500


Houston, Texas
77027


 


Attention:              Chief Administrative Officer


 


1.             Exercise of Option.  The undersigned (“Participant”) hereby elects
to exercise Participant’s nonqualified stock option to purchase
                                
shares of common stock (the “Option Shares”) of Cornell Companies, Inc.
(the “Company”) under and pursuant to the Company’s 2006 Incentive Plan (the “Plan”)
and the Award made to Participant by the Company dated
                                  ,
20     (the “Award”). 
The terms and conditions of the Plan and the Award are hereby
incorporated into and made a part of this Notice by this reference.


 


2.             Representations of Participant.  Participant hereby acknowledges, represents
and warrants that Participant has received, read and understood the Plan and
the Award and will abide by and be bound by their terms and conditions.  Participant represents that Participant is
purchasing the Option Shares for Participant’s own account for investment and
not with a view to, or for sale in connection with, a distribution of any of
such Option Shares.


 


3.             Compliance with Securities Laws.  Participant understands and acknowledges that
the Option Shares have not been registered under the Securities Act of 1933, as
amended (the “1933 Act”), and notwithstanding any other provision of the Award
to the contrary, the exercise of any rights to purchase any Option Shares are
expressly conditioned upon compliance with the 1933 Act and all applicable
state securities laws.  Participant
agrees to cooperate with the Company to ensure compliance with such laws.


 


4.             Federal Restrictions on Transfer.  Participant understands that the Option
Shares must be held indefinitely unless registered under the 1933 Act or unless
an exemption from such registration is available and that the certificate(s) representing
the Option Shares will bear a legend to that effect.  Participant has been advised that an
exemption may not be available or may not permit Participant to transfer Option
Shares in the amounts or at the times desired by Participant.


 


5.             Tax Consequences.  Participant understands that Participant may
incur tax liability as a result of Participant’s purchase or disposition of the
Option Shares.  Participant represents
that Participant has consulted with a tax advisor in connection with the
purchase or disposition of the Option Shares and that Participant is not
relying on the Company for any tax advice.


 


6.             Delivery of Payment.  Participant herewith delivers to the Company
the aggregate purchase price of the Option Shares that Participant has elected
to purchase or has made provision for the payment of such aggregate purchase
price in accordance with the Plan and has made provision for the payment of any
federal or state withholding taxes required to be paid or withheld by the
Company.


 


	
   

  	
   

  	
  SUBMITTED BY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Participant:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  
						



 


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