Senior Executive Retirement Plan Termination Agmt



 





Exhibit 10.19




CORRECTIONAL PROPERTIES TRUST




SENIOR EXECUTIVE RETIREMENT PLAN TERMINATION AGREEMENT




     THIS SENIOR EXECUTIVE RETIREMENT PLAN TERMINATION AGREEMENT (the
“Agreement”) is made as of December 31, 2003, by and between CORRECTIONAL
PROPERTIES TRUST, a Maryland real estate investment trust (the “Company”), and
CHARLES R. JONES (the “Participant”) (the Company and the Participant hereafter
sometimes referred to, collectively, as the “Parties”).



R E C I T A L S




     WHEREAS, the Company terminated its Senior Executive Retirement Plan (the
“Pension Plan”), in which the Participant was a participant,



     WHEREAS, the Company maintains the Correctional Properties Trust 1998
Employee Share Incentive Plan (the “Incentive Plan”) which authorizes the grant
of deferred shares,



     WHEREAS, as an alternate means of rewarding and retaining the Participant,
the Company has entered into that certain Deferred Share Long-Term Loyalty
Bonus Agreement, dated December 31, 2003, by and between the Participant and
the Company (the “Deferred Share Agreement”), under which the Company will
grant deferred shares to the Participant pursuant to the Incentive Plan, and



     WHEREAS, the Parties now mutually desire to enter into this Agreement.



     NOW, THEREFORE, in consideration of the mutual promises and covenants
between the parties, the sufficiency of which is hereby acknowledged, the
Company and the Participant, hereby agree to the following terms and
conditions:



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T E R M S    A N D    C O N D I T I O N S




     1. Recitals. All of the foregoing Recitals are true and correct and are
incorporated as part of these Terms and Conditions.



     2. Acknowledgement and Agreement by Participant. The Participant hereby
acknowledges and agrees to the Company’s termination of the Pension Plan in
consideration for the Company’s agreement to enter into the Deferred Share
Agreement with the Participant.



     3. Release by Participant. In consideration of the foregoing, and other
good and valuable consideration, receipt of which is hereby acknowledged, the
Participant hereby releases and forever discharges the Company and any and all
related, predecessor and successor entities and organizations, including their
former and current agents, representatives, partners, officers, directors and
Participants, from any and all claims, demands, damages, lawsuits, obligations,
promises, administrative actions, charges and causes of action arising out of
the Pension Plan, both known or unknown, in law or in equity, of any kind
whatsoever, which have arisen or may arise, which the Participant ever had, now
has, or may have against the Company.



     4. Construction. The Parties acknowledge that each has reviewed and
revised this Agreement and that the normal rule of construction to the effect
that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement.



     5. Entire Agreement. This Agreement constitutes the entire agreement
between the Parties hereto with respect to the matters set forth herein and
supersedes in its entirety any and all agreements or communications by and
between the Company and the Participant, whether written or oral, previously
made in connection with the matter herein. Any agreement to amend
or modify the terms and conditions of this Agreement must be in writing
and must be executed by the Parties.



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     6. Employment. This Agreement shall not constitute a contract for
employment, and shall in no way modify or extend any existing contract for
employment between the Company and the Participant.



     7. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without regard to principles
of conflicts of law.



     8. Sufficient Time to Review Agreement. The Participant acknowledges and
agrees that he has had sufficient time to review this Agreement and consult
with anyone he may have chosen regarding this Agreement, that he has a right to
consult with legal counsel regarding this Agreement and has consulted with
counsel, and that he has received all information he requires from the Company
in order to make a knowing and voluntary release and waiver of all claims
against the Company with respect to the Pension Plan and the deferred
compensation benefits payable thereunder.



     9. Headings. The headings are for the convenience of the parties and are
not to be construed as terms and conditions of this Agreement.



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     IN WITNESS WHEREOF, the Parties have executed this Agreement on the date
first written above.


	 	 	 	 	 
	 	CORRECTIONAL PROPERTIES TRUST,

a Maryland real estate investment trust

 	 
	 	By:  	/s/ Robert R. Veach, Jr.
 	 
	 	 	Name:  	Robert R. Veach, Jr. 	 
	 	 	Title:  	Chairman of the Board of Trustees 	 
	 




	 	 	 
	Agreed and Accepted:

	 	 
	 
	 	 
	/s/ Charles R. Jones

	 	 
	CHARLES R. JONES
	 	 
	 
	 	 
	 
	 	 
	WITNESS to Charles R. Jones’s Signature:
	 	 
	 
	 	 
	/s/ Christy E. Barnhart

	 	 
	Name:
	 	 








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