EX-10.8






Exhibit 10.8




 




 




 




 




 




 




AMENDED AND RESTATED




The GEO Group, Inc.




SENIOR OFFICER RETIREMENT PLAN

(effective December 31, 2008 )




 




 




 




 




 




 




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	INTRODUCTION
	 	 	1	 
	 
	 	 	 	 
	ARTICLE I DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II PARTICIPANT ELIGIBILITY
	 	 	3	 
	 
	 	 	 	 
	ARTICLE III BENEFITS
	 	 	4	 
	 
	 	 	 	 
	ARTICLE IV WHEN BENEFITS ARE PAYABLE
	 	 	5	 
	 
	 	 	 	 
	ARTICLE V FORM OF ANNUITY
	 	 	8	 
	 
	 	 	 	 
	ARTICLE VI ADMINISTRATION
	 	 	9	 
	 
	 	 	 	 
	ARTICLE VII AMENDMENT, TERMINATION AND EXCEPTIONS
	 	 	10	 
	 
	 	 	 	 
	ARTICLE VIII MISCELLANEOUS
	 	 	10	 







 









 








INTRODUCTION



The GEO Group, Inc. (“GEO”) hereby amends and restates The GEO Group, Inc. Senior Officer
Retirement Plan, hereinafter referred to as the “Plan.”



The purpose and objective of the Plan is to provide retirement benefits to selected key
executives of an Employer and to provide pre-retirement benefits in the event of the death
or disability of a Participant.



The Plan has been reviewed and approved by the Compensation Committee of the Board of
Directors of GEO, and upon the recommendation of that Committee, by the Board of Directors
of GEO.



Nothing contained in this Plan shall be deemed to constitute an employment agreement between
any Participant and the Employer and nothing contained herein shall be deemed to give any
Participant any right to be retained in the employ of the Employer.



This plan is effective from March 31, 1995, as amended in May 2005 and subsequently amended
and restated effective on December 31, 2008.




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ARTICLE I

DEFINITIONS





	1.0	 	Definitions. The following terms when used in this Plan shall have the following
meanings unless a different meaning is clearly required by the context.
	 
	1.1	 	Annual Benefit. The annual benefit to which a Participant is entitled under the Plan
in the absence of a Form of Annuity Election.
	 
	1.2	 	Beneficiary. The beneficiary or beneficiaries of a Participant in accordance with
Section 4.8.
	 
	1.3	 	Code Section 409A. Section 409A of the Internal Revenue Code of 1986, as amended from
time to time, and its implementing regulations and guidance.
	 
	1.4	 	Committee. The GEO Corporate Retirement Committee comprised of the Chairman of the
Board of Directors, the President, the Chief Financial Officer, the Vice President, Human
Resources and the General Counsel of GEO.
	 
	1.5	 	Disability. A situation where a Participant, by reason of a physical or mental
impairment that can be expected to result in death or be expected to last for a continuous
period of not less than 12 months: (a) is unable to engage in any substantial gainful
activity, or (b) is receiving income replacement benefits for a period of not less than 3
months under an accident or health plan sponsored by the Employer. Notwithstanding the
foregoing, disability shall not be deemed to occur unless it constitutes a “disability,” as
such term is defined in Code Section 409A.
	 
	1.6	 	Early Retirement Election. An election by a Participant to receive benefits under
this Plan before such Participant attains Normal Retirement Age, as described in, and subject
to the limitations and requirements of, Section 4.3.
	 
	1.7	 	Employee. An Employee of an Employer.
	 
	1.8	 	Employer. GEO and/or any affiliate or subsidiary thereof.
	 
	1.9	 	FAS. The average salary of a Participant earned during his or her last five (5)
years of employment with an Employer, including the year in which the event or occurrence
requiring a determination of a Participant’s FAS occurs (or, in the case of a Participant who
Separates from Service after attaining Normal Retirement Age, if greater, the average salary
of such Participant earned during his or her last five (5) years prior to and including the
year the Participant attains Normal Retirement Age). For purposes of calculating a
Participant’s FAS, “salary” does not include any bonuses, but does include any deferred salary
in the year in which it is earned (regardless of when paid).




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	1.10	 	Form of Annuity Election. An election described in Section 5.2 to receive benefits
under this Plan in the amounts, and for the duration, described in either Section 5.2.1 or
Section 5.2.2.
	 
	1.11	 	GEO. The GEO Group, Inc., a Florida corporation.
	 
	1.12	 	Normal Retirement Age. Age 65.
	 
	1.13	 	Participant. Any Employee who participates in this Plan in accordance with Article
II.
	 
	1.14	 	Plan. The GEO Group, Inc. Senior Officer Retirement Plan as it may from time to time
be amended.
	 
	1.15	 	Qualifying Age. The later of (a) the earliest age at which the Participant could
begin receiving Social Security benefits or (b) the Participant’s age on the date his or her
benefits commence pursuant to the terms of this Plan; provided, however, Qualifying Age shall
never be greater than Normal Retirement Age.
	 
	1.16	 	Retire. To Separate from Service after attaining Normal Retirement Age.
	 
	1.17	 	Retirement. The date on which the Participant Separates from Service after attaining
Normal Retirement Age.
	 
	1.18	 	Separation from Service or, as the context requires, Separate from Service.
A “separation from service” as described in Code Section 409A.
	 
	1.19	 	Social Security Benefits. The annual amount of Social Security benefits for which a
Participant is eligible upon reaching his or her Qualifying Age.
	 
	1.20	 	Years of Service. The number of full years during which an Employee is continuously
employed by an Employer, including years prior to participation in the Plan.





ARTICLE II

PARTICIPANT ELIGIBILITY





	2.1	 	Initial Eligible Employees. The attached list of individuals are those Employees who
have been approved for participation at the inception of the Plan. See Exhibit A.
Participants shown on Exhibit A who are age 55 or over at inception of the Plan shall not be
eligible to make an Early Retirement Election.






	2.2	 	Other Eligible Employees. In addition to those initially eligible, other key
executives may be suggested for participation in the Plan by the Committee, subject to the
final approval of the Compensation Committee of the Board of Directors of GEO.






	2.3	 	Excluded Employees. No Employee shall be eligible for participation in the Plan if
such Employee participates in The GEO Group, Inc. Executive Retirement Plan or is a party to
an individual Executive Retirement Agreement with GEO.




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ARTICLE III

BENEFITS





	3.1	 	Vesting in Benefits. A Participant shall become vested in benefits under this Plan
when such Participant has at least ten (10) Years of Service, provided such Participant
remains continuously employed with an Employer until at least age 55. No benefits shall be
paid under this Plan until after a Participant Separates from Service.
	 
	3.2	 	Benefit Computations.






	 	3.2.1	 	Twenty-Five or More Years of Service. For a Participant with
twenty-five (25) or more Years of Service, the Annual Benefit shall be forty-five
percent (45%) of the FAS of such Participant, reduced by one hundred percent (100%) of
any Social Security Benefits. The amount determined under this Section 3.2.1 shall be
reduced in accordance with Section 3.2.3, if applicable.
	 
	 	3.2.2	 	Between Ten and Twenty-Five Years of Service. For a Participant with
at least ten (10) Years of Service, but fewer than twenty-five (25) Years of Service,
the Annual Benefit shall be 1.8% times the Participant’s Years of Service times the
Participant’s FAS, reduced by one hundred percent (100%) of any Social Security
Benefits. Thus, for example, a Participant who had twenty (20) Years of Service at the
time of his or her entitlement to benefits under this Plan would have an Annual Benefit
of thirty-six percent (36%) (which is 1.8% times 20) of FAS reduced by one hundred
percent (100%) of any Social Security Benefits. The amount determined under this
Section 3.2.2 shall be reduced in accordance with Section 3.2.3, if applicable.
	 
	 	3.2.3	 	Reduction for Benefits Commencing Before Normal Retirement Age. In
the event a Participant has made a timely and valid Early Retirement Election, the
Annual Benefit otherwise payable to the Participant under this Plan shall be reduced by
a factor of 4% for each year (or fraction thereof) that the Participant is under Normal
Retirement Age at the time benefits under the Plan commence. The computation of Annual
Benefits provided in Sections 3.2.1 or 3.2.2, as applicable, would be made using an
estimated amount of Social Security Benefits, as determined pursuant to the principles
established by the Social Security Administration, which would be payable to the
Participant upon reaching his or her Qualifying Age. The following is an example of
the calculation of Annual Benefits described in this Section 3.2.3.
	 
	 	 	 	Example

An Executive with a valid Early Retirement Election in effect Separates from
Service at age sixty-two (62) with twenty-two (22) Years of Service. His FAS
is $200,000 and his estimated Social Security Benefit is $14,400 annually.





	 	 	 	 	 
	1.8% x 22 x $200,000 =
	 	$	79,200	 
	 
	 	 	 	 
	Less estimated Social Security Benefit
	 	 	-14,400	 
	 
	 	 	 	 
	Benefit that would have been payable upon Retirement at age 65
	 	$	64,800	 
	 
	 	 	 	 
	Early benefit factor 100% — (3 x 4%) =
	 	 	x 88	%
	 
	 	 	 	 
	Annual Benefit payable at age 62
	 	$	57,024	 
	 
	 	 	 
	 
	 	 	 	 
	Monthly payment for life
	 	$	4,752	 
	 
	 	 	 





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	 	3.2.4	 	Years of Service Counted. All Years of Service are includible for
purposes of the calculation of benefits in this Article III. Years of Service in
excess of twenty-five (25) years are not considered for purposes of calculating Annual
Benefits. No benefits will be payable under this Plan to any Participant with fewer
than ten (10) Years of Service. Years of Service after a Participant reaches age 65
will be counted to allow a Participant to reach the maximum of 25 Years of Service.





ARTICLE IV

WHEN BENEFITS ARE PAYABLE





	4.1	 	Separation from Service After Attaining Normal Retirement Age. Upon Retiring after
attaining Normal Retirement Age, a Participant shall be paid monthly 1/12th of the
Annual Benefit provided in either Section 3.2.1 or 3.2.2. The following is an example of the
calculation of Annual Benefits described in this Section 4.1.






	 	 	 	Example

An Executive Retires at age sixty-five (65) with twenty-five (25) Years of
Service. The FAS is $200,000 and the Social Security Benefit is $14,400
annually at the time of his or her Retirement.





	 	 	 	 	 
	45% x $200,000 =
	 	$	90,000	 
	 
	 	 	 	 
	Less Annual Social Security Benefit
	 	 	-14,400	 
	 
	 	 	 
	 
	 	 	 	 
	Plan pays annually for life
	 	$	75,600	 
	 
	 	 	 
	 
	 	 	 	 
	Monthly payment for life
	 	$	6,300	 







	4.2	 	Separation from Service Between Ages 55 and 65 — No Early Retirement Election.
Unless the Participant has made an Early Retirement Election pursuant to Section 4.3 below, if
a Participant (a) has at least ten (10) Years of Service, (b) is at least age 55 at the time
of his or her Separation from Service and (c) Separates from Service before attaining Normal
Retirement Age, then such Participant shall commence receiving benefits under the Plan at
Normal Retirement Age. The Annual Benefits of such a Participant shall be determined based on
his or her Years of Service at the time of his or her Separation from Service, and shall be
calculated as provided in Section 3.2.




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	4.3	 	Separation from Service Between Ages 55 and 65 — Early Retirement Election. If a
Participant (a) has at least twenty (20) Years of Service, (b) is at least age 55 at the time
of his or her Separation from Service, (c) Separates from Service before attaining Normal
Retirement Age, and (d) made a valid and timely Early Retirement Election in accordance with
the requirements set forth in this Section 4.3, then such Participant shall commence receiving
benefits under the Plan on the date specified in the Early Retirement Election. The Annual
Benefits of such a Participant shall be determined based on his or her Years of Service at the
time of his or her Separation from Service and shall be calculated under Section 3.2.3.






	 	4.3.1	 	Early Retirement Election. An Early Retirement Election shall set
forth the date a Participant elects to commence receiving benefits under this Plan.
Such date may be either (a) the date of Separation from Service or (b) a specified date
no later than the date the Participant attains Normal Retirement Age. In the event a
Participant elects a specified date that is before the Participant’s Separation from
Service, then benefits under this Plan shall commence upon the Participant’s Separation
from Service.
	 
	 	4.3.2	 	Timing of Valid Initial Early Retirement Election. In order to be
valid, an Early Retirement Election must be made (a) on or before December 31, 2008 or
(b) no more than thirty (30) days after an Employee becomes a Participant in the Plan.
	 
	 	4.3.3	 	Amendments to or Revocations of Early Retirement Elections. A
Participant may amend or revoke an executed Early Retirement Election only if the
following conditions are met:






	 	(a)	 	such amendment or revocation does not take
effect until at least twelve (12) months after the date on which such
amendment or revocation is made;
	 
	 	(b)	 	the payment or benefit with respect to which
such amendment or revocation is made is deferred for at least five (5)
years from the date such payment or benefit would otherwise have been
made in the absence of such amendment or revocation; and
	 
	 	(c)	 	in the case of a Participant that elected to
commence receiving benefits on a specified date, as described in
Section 4.3.1, such amendment or revocation is made at least twelve
(12) months before such specified date.






	4.4	 	Pre-Retirement Death Benefit. In the event of the death of a Participant prior to
his or her Separation from Service, a benefit shall be payable to his or her designated
Beneficiary for a period of ten (10) years beginning on the first day of the month following
the Participant’s death. The Annual Benefit under this Section 4.4 shall be calculated under
Section 3.2.1 or 3.2.2, as applicable, based upon the Participant’s Years of Service at the
time of his or her death (and without any reduction under Section 3.2.3),




6









 












	 	 	reduced by fifty percent (50%), but without any reduction for Social Security Benefits.
Distributions under this Section 4.4 shall be made as soon as administratively practicable
following the date on which the Committee receives written notification of the Participant’s
death in the manner prescribed by the Committee, but in no event later than 90 days
following such death.
	 
	4.5	 	Disability Benefit. In the event of the Disability of a Participant prior to his or
her Separation from Service, a benefit shall be payable to such Participant commencing on the
later of the date the Participant attains Normal Retirement Age or the date of the Disability.
The Annual Benefit under this Section 4.5 shall be calculated under Section 3.2.1 or 3.2.2,
as applicable, based upon the Participant’s Years of Service and compensation of the
Participant prior to his or her Disability (and without any reduction under Section 3.2.3).






	4.6	 	Timing of Payment. Except as provided in this Section 4.6, all payments of benefits
under this Plan shall begin on the first day of the month following the date or event that
triggered commencement of benefits hereunder. Notwithstanding any other provision of this
Plan, no benefits under this Plan shall be paid to a Participant earlier than (a) the date
that is six months after the Participant’s Separation from Service or (b) the date of
Participant’s death. In the event that the payment of any benefits is delayed by reason of
the prior sentence, then any delayed payments shall be paid to the Participant in lump sum at
the end of such required delay in order to catch up to the original payment schedule. If
calculation of the amount of any payment under the Plan is not administratively practicable
due to events beyond the control of the Participant (or Participant’s Beneficiary), the
payment shall be made no later than six (6) months following the date on which the calculation
of the amount of the payment is administratively practicable. For purposes of this Section
4.6, the inability of the Employer to calculate the amount or timing of a payment due to a
failure of the Participant (or Participant’s Beneficiary) to provide reasonably available
information necessary to make such calculation does not constitute an event beyond the control
of the Participant (or Participant’s Beneficiary).






	4.7	 	Proof of Death. The Committee may require such proof of death and such evidence of
the right of any person to receive all or part of the death benefit of a deceased Participant
as the Committee may deem desirable.






	4.8	 	Beneficiaries. Every Participant shall be furnished with a form on which he may
designate one or more Beneficiaries to receive the benefits due him under the Plan in the
event of his death during employment or before all payments due are made.






	 	4.8.1	 	A Participant may change any such designation by signing and filing with the
Committee a new Designation of Beneficiary.
	 
	 	4.8.2	 	If no Beneficiary is designated, or if the designated Beneficiary has not
survived the Participant, and if no alternative designation of Beneficiary shall be
effective, the Participant’s Beneficiary shall be his surviving spouse, or if no spouse
survives the Participant, the estate of the deceased Participant.




7









 






	 	4.8.3	 	If more than one Beneficiary survives the Participant, payments shall be made
equally to the surviving Beneficiaries unless the Participant specifically designated
one Beneficiary as the primary Beneficiary and the other Beneficiaries as contingent
Beneficiaries.
	 
	 	4.8.4	 	In the event a Participant dies following his or her Separation from Service
but prior to the commencement of any benefits under this Plan, any benefits payable to
a Beneficiary shall be paid at the same time and in the same form as such benefits
would have been paid had the Participant died the day following the date he or she was
to commence benefits under this Plan.
	 
	 	4.8.5	 	If the Beneficiary cannot be located for a period of one year following the
Participant’s death despite mailing to the Beneficiary’s last known address, and if the
Beneficiary has not made a written claim within such period to the Committee, such
Beneficiary shall be treated as having predeceased the Participant.






	4.9	 	Participant’s Rights Unsecured. The right of the Participant or his Beneficiary to
receive a distribution hereunder shall be an unsecured claim against the general assets of the
Employer, and neither the Participant nor his Beneficiary shall have any rights in or against
any specific assets of the Employer. Benefits under the Plan may not be encumbered or
assigned by a Participant or any Beneficiary.






	4.10	 	Forfeiture of Benefits. Notwithstanding any other provision of this Plan, all
benefits otherwise payable to a Participant may be forfeited if the Committee determines that
such Participant has become employed by a competitor of the Employer either as an employee or
a consultant.





ARTICLE V

FORM OF ANNUITY





	5.1	 	Absence of Form of Annuity Election. If the Participant does not make a timely Form
of Annuity Election in accordance with Section 5.2, the Annual Benefits payable under this
Plan shall be paid monthly from the time of the commencement of benefits hereunder until the
death of the Participant.






	5.2	 	Form of Annuity Election. A Participant may make a Form of Annuity Election at any
time during his or her lifetime provided that such election must be made no later than thirty
(30) days before the date benefits commence under this Plan. Any Form of Annuity Election
made after this date shall be null and void. A Form of Annuity Election shall specify whether
the Participant elects to receive benefits under the Plan in the amounts, and for the
duration, described in either Section 5.2.1 or Section 5.2.2 below. A Participant may make,
revoke, or change a Form of Annuity Election at any time during his or her lifetime provided
that such revocation or change shall be effective only if made no later than thirty (30) days
before benefits commence under this Plan.






	 	5.2.1	 	Life with Ten Years Certain. A Participant may elect to receive the
actuarially determined equivalent of the Annual Benefit that would be paid under
Section




8









 






	 	 	 	5.1, but instead to be paid monthly until the later of (a) the death of the
Participant or (b) ten (10) years after the commencement of benefits under the Plan,
whichever is longer. Amounts paid after the death of the Participant shall be paid
monthly to the Participant’s designated Beneficiary.
	 
	 	5.2.2	 	Joint and Survivor Options. A Participant may elect to receive the
actuarially determined equivalent of the Annual Benefit that would be paid under
Section 5.1, but instead to be paid monthly until the later of (a) the death of the
Participant or (b) the death of another person (which person shall be specified in the
Form of Annuity Election).





ARTICLE VI

ADMINISTRATION





	6.1	 	The Committee. The Plan will be administered by the Committee.






	6.2	 	Powers and Authority of Committee. Except as otherwise expressly provided in the
Plan, the Committee will have all powers necessary or helpful for the carrying out of its
duties and responsibilities under the Plan, and its decisions or actions in good faith in
respect of any matter hereunder will be final, conclusive and binding upon all parties
concerned.






	6.3	 	Liability Limited. Except as otherwise provided by law, neither the Employer nor any
person who is a member of the Committee or who is an employee, officer and/or director of the
Employer will incur any liability whatsoever on account of any matter connected with or
related to the Plan, unless such person has acted in bad faith, or has willfully neglected his
duties, in respect of the Plan.






	6.4	 	Reliance on Information. The members of the Committee, the Employer, and its
respective officers, directors and employees will be entitled to rely upon all tables,
valuations, certificates, opinions and reports furnished by any actuary, accountant, insurance
company, counsel, physician or other expert who is engaged by the Committee. The members of
the Committee, the Employer, and its respective officers, directors, and employees will be
fully protected in respect of any action taken or suffered by them in good faith in reliance
thereon, and all action so taken or suffered shall be conclusive upon all persons affected
thereby.






	6.5	 	Genuineness of Documents. The Committee, the Employer, and its respective officers,
directors and employees, will be entitled to rely upon any notice, request, consent letter,
telegram or other paper or document believed by them or any of them, in good faith, to be
genuine and to have been signed or sent by the proper person.






	6.6	 	Proper Proof. In any case in which the Committee or the Employer is required under
the Plan to take action upon the occurrence of any event, it will be under no obligation to
take such action unless and until proper and satisfactory evidence of such occurrence has been
received by it.




9









 











ARTICLE VII

AMENDMENT, TERMINATION AND EXCEPTIONS





	7.1	 	Modification or Amendment. The Board of Directors of GEO may at any time amend this
Plan; provided, however, that such amendment shall not affect the rights of the Participants
or their Beneficiaries with respect to any benefits accrued or payable before the date of any
such amendment.






	7.2	 	Termination of Plan. The Board of Directors of GEO may, in its sole discretion,
terminate the Plan at any time; provided, however, such termination shall not affect the
rights of Participants or their Beneficiaries with respect to any benefits accrued or payable
before the date of such termination of this Plan.






	7.3	 	Exceptions. Subject to Sections 8.7 and 8.8, the Compensation Committee of the Board
of Directors of GEO may make individual exceptions to the Plan from time to time to broaden
the provisions of the Plan to be more favorable to a Participant than the provisions of the
Plan. No exception may be made by such Committee to narrow the coverage of the Plan or to
make exceptions which are less favorable to a Participant.





ARTICLE VIII

MISCELLANEOUS





	8.1	 	No Implied Rights. Neither the establishment of the Plan nor any modification
thereof, shall be construed as giving any Participant, Employee, Beneficiary or other person
any legal or equitable right unless such right shall be specifically provided in the Plan or
conferred by affirmative action of the Committee or the Compensation Committee of the Board of
Directors of GEO in accordance with the terms and provisions of the Plan.
	 
	8.2	 	Status of Employment Relations. Nothing in this Plan shall be deemed to:






	 	8.2.1	 	Give to any employee the right to be retained in the employ of an Employer;
	 
	 	8.2.2	 	Affect the right of an Employer to discipline or discharge any employee at any
time;
	 
	 	8.2.3	 	Give an Employer the right to require any employee to remain in its employ; or
	 
	 	8.2.4	 	Affect any employee’s right to terminate his employment at any time.






	8.3	 	Binding Effect. The provisions of the Plan shall be binding on the Employer, the
Committee and their successors, and on all persons entitled to benefits under the Plan and
their respective heirs, legal representatives and successors in interest.






	8.4	 	Governing Laws. The Plan shall be construed and administered according to the laws
of the State of Florida to the extent that such laws are not preempted by the laws of the
United States of America.






	8.5	 	Usage. Whenever applicable, the masculine gender, when used in the Plan, shall
include the feminine and neuter genders, and the singular shall include the plural.




10









 







	8.6	 	Captions. The captions contained herein are inserted as a matter of convenience and
for reference only, and in no way define, limit, enlarge or describe the scope or intent of
the Plan nor in any way shall affect the Plan or the constructions of any provisions thereof.






	8.7	 	Section 409A. The provisions of this Plan shall be interpreted, applied,
administered and operated in such manner as will meet the requirements of Code Section 409A so
that no amount is included in the gross income of the Participant, his/her estate or
Beneficiary pursuant to such Code Section in connection with this Plan.






11











 





Exhibit A




John J. Bulfin




John M. Hurley




Jorge A. Dominicis




Thomas M. Wierdsma