Exhibit 10.2


CORNELL COMPANIES, INC.


 


RESTRICTED STOCK AWARD


(Time Based)


 


This
Award is made effective as of [Date] (the “Date of Grant”) by CORNELL
COMPANIES, INC. (the “Company”) to
                  
(the “Participant”).


 


1.             Grant.


 


(a)           Shares.  Pursuant to the Company’s 2006 Equity
Incentive Plan (the “Plan”),
              
restricted shares (the “Restricted Shares”) of the Company’s common stock, par
value $0.001, will be issued as hereinafter provided in the Participant’s
name.  Such Restricted Shares shall be
subject to certain restrictions as hereinafter described pursuant to the Plan
and this Award.


 


(b)           Issuance of Shares.  The Restricted Shares will be issued upon
acceptance hereof by the Participant. 
The Restricted Shares may, in the discretion of the Company, be issued
in either book entry or certificate form prior to any vesting hereunder.  The Participant shall have
voting rights and the right to receive dividends on the Restricted Shares.  Upon vesting, the Company will distribute
vested Shares to the Participant in a reasonable time period in a manner to be
determined by Company from time to time, which may consist of share
certificates or electronic transfer to brokerage accounts required to be
established by the Participant. 
Participant agrees that Participant may be required to open a brokerage
account as directed by Company for administration of Participants equity awards
from Company.


 


(c)           Plan Incorporated.  The Participant acknowledges receipt of a
copy of the Plan, and agrees that this grant of Restricted Shares shall be
subject to all of the terms and provisions of the Plan, including future
amendments thereto, if any.


 


2.                                       Forfeiture; Vesting. 
The Participant hereby accepts the Restricted Shares when issued and
agrees with respect thereto as follows:


 


(a)           Except as may be otherwise provided
in the Plan or this Award, in the event of termination of the Participant’s
employment with the Company or an Affiliate for any reason, including but not
limited to retirement, voluntary termination, involuntary termination, death or
disability, the Participant shall, for no consideration, forfeit to the Company
all Restricted Shares which have not vested at the time of termination.


 


The Committee may, in its
discretion and pursuant to the Plan, accelerate the vesting of the Restricted
Shares.


 

















 


(b)           The Restricted Shares shall vest as
follows: twenty-five percent (25%) of the Restricted Shares shall vest on each
of the first, second, third and fourth anniversary date of the Date of Grant.


 


3.             No Transfer.  The Restricted Shares granted hereunder are not
transferable by the Participant and may not be sold, assigned, pledged,
exchanged, hypothecated or otherwise transferred or disposed of until after the
share are vested and distributed to the Participant.  Any such attempted transfer or pledge shall
be null and void.  Notwithstanding the
foregoing restriction, in the event any such attempted transfer or pledge shall
be found for any reason to be effective by operation or in accordance with
applicable law, the vesting requirements shall be binding upon and enforceable
against any such transferee of Restricted Shares.


 


4.             Taxes.  All distributions under this Award are subject to
withholding of all applicable taxes. 
Subject to the rules as may be established by the Committee, such
withholding obligations may be satisfied through the surrender of Shares that
the Participant is otherwise entitled to under the Plan.


 


5.             Binding.  This Award shall be binding upon and inure to the
benefit of any successor to the Company and all persons lawfully claiming under
the Participant.


 


6.             Defined Terms.  Unless otherwise specifically defined herein, each
term used herein which is defined in the Plan shall have the meaning assigned
such term in the Plan.


 


7.             Amendment;
Modification.  This Award may be amended by agreement of
the Participant and the Company, without the consent of any other person.  The Company shall have the rights of
amendment and modification set forth in the Plan.


 


8.             Governing Law.  This Award shall be governed by, and
construed in accordance with the laws of the State of Texas.


 


9.             Restrictions on Resale.  Other than the restrictions expressly
described herein, there are no additional restrictions imposed by the Plan on
the resale of vested Restricted Shares acquired under the Plan.  However, under the provisions of the
Securities Act of 1933 (the “Securities Act”) and the rules and
regulations of the Securities and Exchange Commission (the “SEC”), resales of
shares acquired under the Plan by certain officers and directors of the Company
who may be deemed to be “affiliates” of the Company must be made pursuant to an
appropriate effective registration statement filed with the SEC, pursuant to
the provisions of Rule 144 issued under the Securities Act, or pursuant to
another exemption from registration provided in the Securities Act.  At the present time, the Company does not
have a currently effective registration statement pursuant to which such
resales may be made by affiliates.  These
restrictions do not apply to persons who are not affiliates of the Company;
provided, however, that all employees are subject to the Company’s policies
against insider trading, and restrictions on resale may be imposed by the
Company from time-to-time as may be necessary under applicable law.


 


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10.           Effect on Other Benefits.  Income recognized by you as a result of the
grant or vesting of Restricted Shares or dividends on your Restricted Shares
will not be included in the formula for calculating benefits under any of the
Company’s retirement and disability plans or any other benefit plans.


 


By acceptance of this
Award Agreement, the Participant acknowledges acceptance of the terms and
conditions set forth herein and in the Plan.


 


 


	
  CORNELL
  COMPANIES, INC.

  	
   

  	
  PARTICIPANT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   Patrick N.
  Perrin

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   Senior
  Vice President,

  	
   

  	
   

  
	
   

  	
   Chief
  Administrative Officer

  	
   

  	
   

  
						



 


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