EX-10.1






Exhibit 10.1




SECOND AMENDMENT TO


SECOND AMENDED AND RESTATED


EMPLOYMENT AGREEMENT




     THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”),
dated as of the 11th day of December, 2008, is by and between Corrections Corporation of America, a
Maryland corporation with its principal place of business at 10 Burton Hills Boulevard, Nashville,
Tennessee (the “Company”), and John D. Ferguson, a resident of Nashville, Tennessee (“Executive”).
All capitalized terms used herein but otherwise not defined shall have the meaning as set forth in
the Employment Agreement, as herein defined.



     WHEREAS, the Company and Executive are parties to that certain Second Amended and Restated
Employment Agreement, dated as of August 15, 2007, as amended (the “Employment Agreement”),
pursuant to which Executive serves as Chairman of the Board of Directors and Chief Executive
Officer of the Company; and



     WHEREAS, the Company and Executive now desire to amend certain terms and provisions of the
Employment Agreement pursuant to the terms hereof.



     NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and
other good and valuable consideration, the receipt, sufficiency and mutuality of which are hereby
acknowledged, the Company and Executive hereby agree as follows.



     1. Amendments.



     (a) Section 3 is hereby deleted in its entirety and replaced with the following:




     “3. Notice of Non-Renewal. The Company or the Executive may elect at
any time during the then current Renewal Term not to extend the Executive’s
employment under this Agreement by providing not less than sixty (60) days prior
written notice to the other party. If the Company or the Executive elects not to
continue or extend the Executive’s employment under this Agreement, the Executive
shall be considered to have been terminated without Cause upon the expiration of his
employment under this Agreement, and the Executive will receive the payments and
benefits set forth in Section 5.4.2 of this Agreement.”



     (b) Section 5.4.2 is hereby deleted in its entirety and replaced with the following:




     “5.4.2 Effect of Termination Without Cause or Resignation for Good
Reason. In the event the Executive is terminated without Cause by the Company
or in the event the Executive resigns for Good Reason, the Company shall pay to the
Executive, as soon as practicable, his Accrued Rights. The Company shall also pay
the Executive an amount equal to two (2) times the Executive’s Base Salary, based
upon the annual rate in effect immediately prior to any notice of termination
without Cause, resignation for Good Reason, or non-renewal, without any cost of
living adjustments, payable on a monthly basis for a period of two (2) years from
the date of termination or resignation. In lieu of the foregoing, if such
termination or resignation occurs within the two (2) year period following a Change
of Control (as defined in Section 5.5.3 herein), the Company instead shall pay to
the



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Executive (i) his Accrued Rights as soon as is practicable following the
termination of employment and (ii) the Change of Control Severance (as defined in
Section 5.5.2. herein) within sixty (60) days of the termination of Executive’s
employment. The Company’s obligation to make the payments set forth in this
Section 5.4.2 shall be unconditional, and the Executive shall not be required to
mitigate the amount of any payment provided for in this Section 5.4.2. In addition:




     (i) the Executive shall continue to be covered, for the two (2) year
period, under medical, health, life and disability insurance plans of the
Company, with the costs of such benefits (including the Company’s portion of
any premiums) paid by the Company on the Executive’s behalf included in the
Executive’s gross income.




     (ii) the Executive shall, in accordance with any agreement relating to
such options, have the right to exercise any vested, but unexercised,
options to purchase shares of the Company’s common stock or other equity
securities of the Company for the duration of such options’ terms. Any
unexercised and any non-vested options to purchase shares of common stock or
other equity securities of the Company previously granted to Executive shall
be forfeited by the Executive.”



     (c) Section 5.5.2 is hereby deleted in its entirety and replaced with the following:




     “5.5.2 Effect of Resignation in the Event of a Change of
Control. In the event the Executive resigns in connection with a Change of
Control of the Company, the Company shall pay to the Executive his Accrued Rights.
The Company shall also pay the Executive, a one-time payment to be paid within sixty
(60) days of Executive’s resignation, an amount equal to 2.99 times the Executive’s
Base Salary in effect immediately prior to such resignation, without any cost of
living adjustments (such amount, the “Change of Control Severance”). The Company’s
obligation to make the payments set forth in this Section 5.5.2 shall be
unconditional, and the Executive shall not be required to mitigate the amount of any
payment provided for in this Section 5.5.2. In addition:




     (i) the Executive shall continue to be covered, for the two (2) year
period, under medical, health, life and disability insurance plans of the
Company with the costs of such benefits (including the Company’s portion of
any premiums) paid by the Company on the Executive’s behalf included in the
Executive’s gross income.




     (ii) all options (whether vested or un-vested) to purchase shares of
common stock or other equity securities of the Company previously granted by
the Company to the Executive shall become immediately exercisable for the
duration of such options’ terms.”



     2. Effect of Amendments. Except as expressly modified by the terms of this Amendment,
the provisions of the Employment Agreement shall continue in full force and effect.



     3. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, and all of which, taken together, shall be deemed to be one and the
same instrument.



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     4. Headings. The sections, subjects and headings in this Amendment are inserted for
convenience only and shall not affect in any way the meaning or interpretation of this Amendment.



     5. Governing Law. The validity, interpretation and effect of this Amendment shall be
governed exclusively by the laws of the State of Tennessee without regard to the choice of law
principals thereof.



     6. Severability. Should any part of this Amendment be invalid or unenforceable, such
invalidity or unenforceability shall not affect the validity and enforceability of the remaining
portion.



     7. Successors. This Amendment shall be binding upon and inure to the benefit of the
respective parties and their permitted assigns and successors in interest.



     8. Waivers. No waivers of any breach of any of the terms or conditions of this
Amendment shall be held to be a waiver of any other or subsequent breach; nor shall any waiver be
valid or binding unless the same shall be in writing and signed by the party alleged to have
granted the waiver.



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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written.



	 	 	 	 	 
	 	EXECUTIVE:



JOHN D. FERGUSON

 	 
	 	/s/
John D. Ferguson

 	 
	 	 	 
	 	 	 
	 
	 	THE COMPANY:



CORRECTIONS CORPORATION OF AMERICA

 	 
	 	By:  	/s/ G.A.
Puryear IV	 
	 	 	Title: Executive Vice
President, General Counsel
          and Secretary	 
	 	 	 	 
	 




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