Deferred Share Long-Term Loyalty Bonus Agreement



 





Exhibit 10.20




CORRECTIONAL PROPERTIES TRUST




DEFERRED SHARE LONG-TERM LOYALTY BONUS AGREEMENT




     THIS DEFERRED SHARE LONG-TERM LOYALTY BONUS 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”).



     WHEREAS, the Company terminated its Senior Executive Retirement Plan, in
which the Participant was a participant,



     WHEREAS, the Company wishes to establish an alternate means of rewarding
and retaining the Participant, and



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



     NOW, THEREFORE, the Company and the Participant hereby agree as follows:



     1. Grant Pursuant to Incentive Plan. This deferred share award is granted
pursuant to the Incentive Plan which is incorporated herein for all purposes.
The Participant hereby acknowledges receipt of a copy of the Incentive Plan and
agrees to be bound by all of the terms and conditions of this Agreement and of
the Incentive Plan. Unless otherwise provided herein, terms used in this
Agreement that are defined in the Incentive Plan and not defined herein shall
have the meanings attributable thereto in the Incentive Plan.



     2. Award of Deferred Shares.



     (a) The Board hereby grants to the Participant the following deferred
shares with respect to the Common Shares of the Company (collectively the
“Deferred Shares”), as of the following dates on which the Participant is an
employee of the Company (each a “Grant Date”):



	 	 	 	 	 
	Grant Date
	Number of Deferred Shares

	December 31, 2003
	 	 	7,500	 
	 
	 	 	 	 
	January 31, 2005
	 	 	500	 
	 
	 	 	 	 
	January 31, 2006
	 	 	500	 
	 
	 	 	 	 
	January 31, 2007
	 	 	500	 
	 
	 	 	 	 
	January 31, 2008
	 	 	500	 
	 
	 	 	 	 
	January 31, 2009
	 	 	500	 







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     3. Vesting and Forfeiture of Deferred Shares.



     (a) Vesting. The Participant shall immediately become 100% vested in the
Deferred Shares that have been granted to him as of the earliest to occur of
the following:




     (i) April 30, 2009, provided he is still employed by the Company on
that date, or




     (ii) Any date on or after April 30, 2007, on which the Participant’s
employment with the Company is terminated for any reason other than by
the Participant’s resignation or by the Company “for cause,” as defined
in Section 3(c) below.



     (b) Forfeiture. Any Deferred Shares that have not vested in the
Participant at the time his employment with the Company is terminated shall be
forfeited immediately upon such termination of employment.



     (c) Definition of “Cause.”




     (i) For purposes of this Agreement, “cause” shall have the same
meaning as it is given in the Employment Agreement, or in the absence
thereof as determined by the reasonable business judgment of the Board of
Trustees.



     4. Delivery of Common Shares



     (a) The Company shall deliver the Common Shares of the Company
corresponding to the vested Deferred Shares which are the subject of this
Agreement to the Participant within thirty (30) days after each “Distribution
Event” in accordance with the following schedule:



	 	 	 	 	 
	Distribution Event
	Number of Common Shares

	January 31, 2010
	 	 	2,500	 
	 
	 	 	 	 
	January 31, 2011
	 	 	3,500	 
	 
	 	 	 	 
	January 31, 2012
	 	 	4,000	 






Notwithstanding the foregoing, the Participant may elect, in a writing received
by the Committee at least twelve (12) months prior to a Distribution Event, to defer that date until any later date.


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     5. Rights with Respect to Common Shares Represented by Deferred Shares.



     (a) Except as otherwise provided in this Section 5, the Participant shall
not have any rights, benefits or entitlements with respect to any Common Shares
subject to this Agreement unless and until a Distribution Event has occurred.



     (b) Notwithstanding Section 5(a) above, during the term of this Agreement,
the Participant shall have the right to receive distributions (the “Dividend
Equivalent Payments”) from the Company equal to any dividends that would have
been distributed to the Participant if the Deferred Shares instead were issued
and outstanding Common Shares owned by the Participant. The Dividend
Equivalent Payments, reduced by any applicable withholding taxes, shall be made
at the same time, in the same form and in the same manner as dividends are paid
to the holders of Common Shares of the Company; provided, however, that if the
dividend declared is a stock dividend, then any Common Shares issued to the
Participant with respect to the Deferred Shares subject to this Agreement shall
have the same status and bear the same legend as the Common Shares with respect
to which Deferred Shares have been granted and shall be held by the Company
until a Distribution Event, unless otherwise determined by the Committee.



     (c) On or after a Distribution Event, the Participant shall have, with
respect to the Common Shares with respect to which the Distribution Event
occurs, all of the rights of an equity interest holder of the Company,
including the right to vote the Common Shares and the right to receive all
dividends, if any, as may be declared on the Common Shares from time to time.



     (d) In the event that the number of Common Shares of the Company, as a
result of a combination of the Common Shares or any other change or exchange
for other securities, by reclassification, reorganization or otherwise, is
increased or decreased or changed into or exchanged for a different number or
kind of Common Shares or other securities of the Company or of another entity,
the number of Deferred Shares subject to this Agreement shall be appropriately
adjusted to reflect that change. If any adjustment shall result in a
fractional share, the fraction shall be disregarded.



     6. Tax Withholding. On or before a Distribution Event or the date on
which the Participant becomes entitled to receive a Dividend Equivalent
Payment, as a condition to the Company’s obligations with respect to the
Deferred Shares (including, without limitation, any obligation to deliver any
Common Shares or make any Dividend Equivalent Payments hereunder), the
Participant shall make arrangements satisfactory to the Company to pay to the
Company any federal, state or local taxes of any kind required to be withheld
with respect to its delivery of Common Shares and Dividend Equivalent Payments.
If the Participant shall fail to make the tax payments as are required, the
Company shall, to the extent permitted by law, have the right to deduct from
any payment of any kind otherwise due to the Participant any federal, state or
local taxes of any kind required by law to be withheld with respect to the
Common Shares or any Dividend Equivalent Payments.



     7. Amendment, Modification and Assignment. No provision of this Agreement
may be modified, waived or discharged unless that waiver, modification or
discharge is agreed to in writing and signed by the Participant and the
Chairman of the Board or the Chairman of the



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Compensation Committee of the Company. No waiver by either party of any
breach by the other party to this Agreement of any condition or provision of
this Agreement shall be deemed a waiver of any other conditions or provisions
of this Agreement. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement. Unless
otherwise consented to by the Committee, this Agreement shall not be assigned
by the Participant in whole or in part. The rights and obligations created
under this Agreement shall be binding on the Participant and his heirs and
legal representatives and on the successors and assigns of the Company.




     8. Transferability. The Deferred Shares granted under this Agreement are
not transferable otherwise than by will or under the applicable laws of descent
and distribution. In addition, the Deferred Shares shall not be assigned,
negotiated, pledged or hypothecated in any way (whether by operation of law or
otherwise), and the Deferred Shares shall not be subject to execution,
attachment or similar process.



     9. Beneficiary Designation. The Participant shall have the right to
designate, on a beneficiary designation form satisfactory to the Committee
which shall be filed with the Company, a beneficiary or beneficiaries to
receive any unpaid Common Shares and/or Dividend Equivalent Payments under this
Agreement in the event of the death of the Participant. In the event that the
Participant shall not file a beneficiary designation form with the Company, or
if none of the designated beneficiaries survive the Participant, then any
vested and unpaid Common Shares and/or Dividend Equivalent Payments under this
Agreement shall be paid to the estate of the Participant.



     10. Miscellaneous.



     (a) No Right to Employment or Service. The grant of this Deferred Share
award shall not confer, or be construed to confer, upon the Participant any
right to be employed by or perform services for the Company.



     (b) No Limit on Other Compensation Arrangements. Nothing contained in
this Agreement shall preclude the Company from adopting or continuing in effect
other or additional compensation arrangements, and those arrangements may be
either generally applicable or applicable only in specific cases.



     (c) Severability. If any provision of this Agreement is or becomes or is
deemed to be invalid, illegal or unenforceable in any jurisdiction or would
disqualify this Agreement or the award of Deferred Shares under any applicable
law, that provision shall be construed or deemed amended to conform to
applicable law (or if that provision cannot be so construed or deemed amended
without materially altering the purpose or intent of this Agreement and the
Deferred Share award, that provision shall be stricken as to that jurisdiction
and the remainder of this Agreement and the award shall remain in full force
and effect).



     (d) No Trust or Fund Created. Neither this Agreement nor the grant of the
Deferred Share award shall create or be construed to create a trust or separate
fund of any kind or a fiduciary relationship between the Company and the
Participant or any other person. The



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Deferred Shares subject to this Agreement represent only the Company’s
unfunded and unsecured promise to issue Common Shares to the Participant in the
future. To the extent that the Participant or any other person acquires a
right to receive payments from the Company pursuant to this Agreement, that
right shall be no greater than the right of any unsecured general creditor of
the Company.




     (e) Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Florida.



     (f) Interpretation. The Participant accepts this Deferred Share award
subject to all the terms and provisions of this Agreement and the terms and
conditions of the Plan. The undersigned Participant hereby accepts as binding,
conclusive and final all decisions or interpretations of the Board upon any
questions arising under this Agreement.



     (g) Headings. Headings are given to the Paragraphs and Subparagraphs of
this Agreement solely as a convenience to facilitate reference. The headings
shall not be deemed in any way material or relevant to the construction or
interpretation of this Agreement or any provision thereof.



     11. Complete Agreement. This Agreement and those agreements and documents
expressly referred to herein embody the complete agreement and understanding
among the parties and supersede and preempt any prior understandings,
agreements or representations by or among the parties, written or oral, which
may have related to the subject matter of this Agreement in any way.



     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:




	 	 	 
	By:

	 	/s/ Charles R. Jones
	

	 	
 
	

	 	CHARLES R. JONES








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