EX-10.2





Exhibit 10.2



NON-QUALIFIED STOCK OPTION AGREEMENT




     This
NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is made this ___ day of                     ,
20___, by and between CORRECTIONS CORPORATION OF AMERICA, a Maryland corporation (the “Company”),
and                                          (“Optionee”).



WITNESSETH:




     WHEREAS, the Company has adopted the 2008 Stock Incentive Plan (the “Plan”), which authorizes
the Company to grant non-qualified stock options (“Options”) to key employees of the Company and/or
its affiliates; and



     WHEREAS, the Company and Optionee wish to confirm the terms and conditions of an Option
granted to Optionee on ___, 20___ (the “Date of Grant”).



     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is agreed between the parties hereto as follows:



     1. Definitions. Except as provided in this Agreement, or unless the context otherwise
requires, the terms used herein shall have the same meaning as set forth in the Plan.



     2. Grant of Option. Upon and subject to the terms, restrictions, limitations and
conditions stated herein, the Company hereby grants to Optionee an Option to purchase up to ___
shares of the Company’s Common Stock (collectively, the “Option Shares”).



     3. Option
Price. The purchase price per Option Share shall be $___ (the “Option
Price”). This purchase price equals 100% of the Fair Market Value of each Option Share on the Date
of Grant.



     4. Exercise; Vesting; Forfeiture.



          (i) Except as otherwise provided herein, Optionee shall have the right to exercise the Option,
if and to the extent the Option has vested in accordance with subparagraphs (iii) and (iv) below,
at any time during the ten-year period commencing on the Date of Grant; provided, however, that
except as otherwise provided in subparagraph (iv) below, Optionee may not exercise the Option
unless Optionee is on the date of exercise and continuously after the Date of Grant an employee of:
(a) the Company; (b) an Affiliate; or (c) an entity issuing or assuming the Option in a transaction
to which Code Section 424 applies (or a Subsidiary of such entity) ((a), (b) and (c) known
collectively, herein, as the “Employer”).



          (ii) Optionee shall exercise the Option in accordance with the procedures set forth in Section
6.4 of the Plan; provided, however, that, unless it is determined that such net exercise method
would potentially violate the terms of the Company’s senior debt agreements, the Optionee hereby
authorizes the Company to withhold from Optionee a sufficient number of Option Shares (i) having an
aggregate Fair Market Value on the exercise date equal to the Option



 









 







Price as payment for such Option Shares, plus (ii) the total amount of all federal, state and
local taxes required to be withheld with respect to any exercise of the Option. An Option may not
be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as
to which the Option is then exercisable if such number of shares is less than one hundred (100)).



          (iii) Subject to the provisions of subparagraph (iv) below, the Option shall vest with respect
to one third (1/3) of the Option Shares on each Vesting Date (as herein defined). For purposes
hereof, the term “Vesting Date” shall mean each of the first, second and third anniversaries of the
Date of Grant.



          (iv) In the event that: (a) Optionee dies while in the employ of the Employer; or (b)
Optionee’s employment with the Employer terminates by reason of Optionee’s Disability, then in any
such case the Option shall vest in full and may be, unless earlier terminated or expired, exercised
by Optionee (or by Optionee’s estate or by a person who acquired the right to exercise such Option
by bequest or inheritance or otherwise by reason of the death or Disability of Optionee) at any
time during the stated term of the Option. For the purpose of this Agreement and notwithstanding
any provision(s) of the Plan or this Agreement to the contrary, subject to the preceding sentence,
in the event Optionee’s employment with the Employer is terminated due to Retirement (other than as
the result of Optionee’s death or Disability) then the Option, to the extent the Option has vested
and unless it earlier terminates or expires, may be exercised at any time during the stated term of
the Option, with the unvested portion of the Option being forfeited. In the event that there
occurs a Change of Control, then in such case the Option shall vest in full, unless earlier
terminated or expired, and may be exercised by Optionee (or by Optionee’s estate or by a person who
acquired the right to exercise such Option by bequest or inheritance or otherwise by reason of the
death or Disability of Optionee) within one (1) year following the Change in Control. Subject to
the first sentence of this subparagraph (iv), in the event that Optionee’s employment with the
Employer terminates other than by reason of Optionee’s death, Disability or Retirement, then the
Option, to the extent the Option has vested and unless it earlier terminates or expires, may be
exercised within three (3) months following the termination of such employment, with the unvested
portion of the Option being forfeited. Nothing in this Agreement or in any Option granted pursuant
hereto shall confer upon Optionee any right to continue in the employ or service of the Employer or
interfere in any way with the right of the Employer to terminate Optionee’s employment at any time.



     5. Option and Option Shares Subject to Plan. The Option and the Option Shares shall
be subject to, and the Company and Optionee agree to be bound by, all of the terms and conditions
of the Plan, as the same shall be amended from time to time in accordance with the terms thereof.
A copy of the Plan, as amended, is attached hereto as Exhibit A and made a part hereof as
if fully set out herein.



     6. Covenants and Representations of Optionee. Optionee represents, warrants,
covenants and agrees with the Company as follows:



          (i) Optionee is not acquiring the Option Shares based upon any representation, oral or
written, by any person with respect to the future value of, or income from,



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the Option Shares but rather upon an independent examination and judgment as to the prospects of
the Company;



          (ii) Optionee is able to bear the economic risks of the investment in the Option Shares,
including the risk of a complete loss of his or her investment therein;



          (iii) Optionee understands and agrees that the Option Shares may be issued and sold to
Optionee without registration under any state law relating to the registration of securities for
sale, and in such event will be issued and sold in reliance on exemptions from registration under
appropriate state laws;



          (iv) The Option Shares cannot be offered for sale, sold or transferred by Optionee other than
pursuant to: (A) an effective registration under applicable state securities laws or in a
transaction which is otherwise in compliance with such laws; (B) an effective registration under
the Securities Act of 1933, as amended (the “1933 Act”), or in a transaction otherwise in
compliance with the 1933 Act; and (C) evidence satisfactory to the Company of compliance with the
securities laws of all applicable jurisdictions. The Company shall be entitled to rely upon an
opinion of counsel satisfactory to it with respect to compliance with the foregoing laws;



          (v) The Company will be under no obligation to register the Option Shares or to comply with
any exemption available for sale of the Option Shares without registration. The Company is under
no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available
with respect to sales of the Option Shares;



          (vi) A legend indicating that the Option Shares have not been registered under the applicable
state securities laws and referring to any applicable restrictions on transferability and sale of
the Option Shares may be placed on the certificate or certificates delivered to Optionee and any
transfer agent of the Company may be instructed to require compliance therewith;



          (vii) Optionee realizes that the purchase of the Option Shares is a speculative investment and
that any possible profit therefrom is uncertain;



          (viii) Optionee will notify the Company prior to any sale of the Option Shares within six
months of the date of the exercise of all or any portion of the Option; and



          (ix) The agreements, representations, warranties and covenants made by Optionee herein extend
to and apply to all of the Common Stock of the Company issued to Optionee from time to time
pursuant to this Option. Acceptance by Optionee of the certificate(s) representing such Common
Stock shall constitute a confirmation by Optionee that all such agreements, representations,
warranties and covenants made herein shall be true and correct at such time.



     7. Governing Law. This Agreement shall be construed, administered and enforced
according to the laws of the State of Maryland, without regard to the conflicts of laws provisions



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thereof; provided, however, the Option may not be exercised except, in the reasonable judgment of
the Committee, in compliance with exemptions under applicable state securities laws of the state in
which Optionee resides, and/or any other applicable securities laws.



     8. Successors. This Agreement shall be binding upon and inure to the benefits of the
heirs, legal representatives, successors and permitted assigns of the parties.



     9. Notice. Except as otherwise specified herein, all notices and other communications
under this Agreement shall be in writing and shall be deemed to have been given if personally
delivered or if sent by registered or certified United States mail, return receipt requested,
postage prepaid, addressed to the proposed recipient at the last known address of such recipient.
Any party may designate any other address to which notices shall be sent by giving notice of such
address to the other parties in the same manner provided herein.



     10. Severability. In the event that any one or more of the provisions or portion
thereof contained in this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, the same shall not invalidate or otherwise affect any other
provisions of this Agreement and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision or portion thereof had never been contained herein.



     11. Entire Agreement. Subject to the terms and conditions of the Plan, this Agreement
expresses the entire understanding and agreement of the parties hereto with respect to such terms,
restrictions and limitations. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the same instrument.



     12. Violation. Any transfer, pledge, sale, assignment or hypothecation of the Option
except in accordance with this Agreement shall be a violation of the terms hereof and shall be void
and without effect.



     13. Headings. Section headings used herein are for convenience of reference only and
shall not be considered in interpreting this Agreement.



     14. Specific Performance. In the event of any actual or threatened default in, or
breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who
are thereby aggrieved shall have the right to specific performance and injunction in addition to
any and all other rights and remedies at law or in equity, and all such rights and remedies shall
be cumulative.



     15. Counterparts. This Agreement may be executed by the signatures of each of the
parties hereto, or to a counterpart of this Agreement, and all such counterparts shall collectively
constitute one Agreement. Facsimile signatures shall constitute original signatures for purposes
of this Agreement.



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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	CORRECTIONS CORPORATION OF AMERICA

 	 
	 	By: 	 	 
	 	Title:   	 	 
	 	 	 
	 



	 	 	 	 	 	 
	 	OPTIONEE:	 
	 	 	 
	 	Signature: 	 	 
	 	Name (printed):	 	 



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EXHIBIT A




CORRECTIONS CORPORATION OF AMERICA 2008 STOCK INCENTIVE PLAN