EX-10.1






Exhibit 10.1




SECOND AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT




     THIS SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered
into effective the 31st day of December 2008 by and between The GEO Group, Inc. (the
“Company”) and George C. Zoley (the “Executive” and, together with the Company, the “Parties”).



     WHEREAS, the Executive and the Company have previously entered into an Amended and Restated
Executive Employment Agreement, effective November 4, 2004 (the “Prior Employment Agreement”), and
an Amended Executive Retirement Agreement, dated January 17, 2003, (the “Amended Retirement
Agreement”), which set forth the Parties’ rights and obligations with respect to the Executive’s
employment with the Company and retirement benefits, respectively; and



     WHEREAS, the Executive and the Company wish to amend and restate the Prior Employment
Agreement to, among other things, make it compliant with Section 409A of the Internal Revenue Code
of 1986, as amended from time to time (the “Code”), and its implementing regulations and guidance
(collectively, “Code Section 409A”), and to ensure that certain provisions of this Agreement comply
with guidance recently issued under Section 162(m) of the Code; and



     WHEREAS, the terms of this Agreement have been reviewed and approved by the members of the
Compensation Committee of the Board of Directors of the Company (the “Board”);



     NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and
for other valuable consideration the receipt and adequacy of which is hereby acknowledged, the
Parties hereby agree as follows:




	1.	 	POSITION AND DUTIES. The Company hereby agrees to continue to employ the Executive
in the positions and titles of Chairman & CEO of the Company, and the Executive hereby agrees
to be employed in such capacities. The Executive will perform all duties and responsibilities
and will have all authority inherent in the positions of Chairman & CEO. The Executive shall
report directly to the Board of the Company. He shall have all authority and responsibility
commensurate with the Chairman & CEO titles, including ultimate responsibility for and
authority over all day-to-day matters and personnel of the Company.






	2.	 	TERM OF AGREEMENT AND EMPLOYMENT. The term of the Executive’s employment under this
Agreement will be for an initial period of three (3) years, beginning on the effective date of
this Agreement, and terminating three years thereafter. The term of employment under this
Agreement will be automatically extended by one day every day such that it has a continuous
“rolling” three-year term, unless otherwise terminated pursuant to Section 6 or 7 of this
Agreement.




 









 












	3.	 	DEFINITIONS.






	 	A.	 	CAUSE. For purposes of this Agreement, “Cause” for the termination of
the Executive’s employment hereunder shall be deemed to exist if, in the reasonable
judgment of the Company’s Board: (i) the Executive commits fraud, theft or embezzlement
against the Company or any subsidiary or affiliate thereof; (ii) the Executive commits
a felony or a crime involving moral turpitude; (iii) the Executive breaches any
non-competition, confidentiality or non-solicitation agreement with the Company or any
subsidiary or affiliate thereof; (iv) the Executive breaches any of the terms of this
Agreement and fails to cure such breach within 30 days after the receipt of written
notice of such breach from the Company; or (v) the Executive engages in gross
negligence or willful misconduct that causes harm to the business and operations of the
Company or a subsidiary or affiliate thereof.
	 
	 	B.	 	GOOD REASON. Termination by the Executive of his employment for “Good
Reason” shall mean a termination by the Executive of his employment upon the occurrence
of one of the following events or conditions without the consent of the Executive:
	 
	 	 	 	(i) A material reduction in the Executive’s authority, duties or responsibilities;
	 
	 	 	 	(ii) A material reduction in the authority, duties or responsibilities of the
Executive, including any requirement that the Executive is required to report to any
person or entity other than the Board;
	 
	 	 	 	(iii) A material reduction in the budget over which the Executive retains authority;
	 
	 	 	 	(iv) Any material reduction in the Executive’s Annual Base Salary (as defined below)
or material adverse change in the terms or basis by which the Executive’s Annual
Performance Award is calculated as of the effective date of this Agreement,
including a suspension, discontinuation or termination of such Annual Performance
Award by the Board or any committee thereof;
	 
	 	 	 	(v) A change in the location of the Executive’s principal place of employment by the
Company of more than 50 miles from the location at which he was principally
employed; or
	 
	 	 	 	(vi) Any material breach of this Agreement by the Company.
	 
	 	 	 	Notwithstanding the foregoing, the Executive shall not be deemed to have terminated
this Agreement for Good Reason unless: (i) the Executive terminates this Agreement
no later than 2 years following the initial existence of the above referenced event
or condition which is the basis for such termination (it being understood that each
instance of any such event shall constitute a separate basis for such termination
and a separate event or condition occurring on the date of




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	 	 	 	such instance for purposes of calculating the 2-year period); and (ii) the Executive
provides to the Company a written notice of the existence of the above referenced
event or condition which is the basis for the termination within 90 days following
the initial existence of such event or condition, and the Company fails to remedy
such event or condition within 30 days following the receipt of such notice.






	4.	 	COMPENSATION.






	 	A.	 	ANNUAL BASE SALARY. Executive shall be paid his current annual base
salary of $935,000 for the remainder of calendar year 2008 (as such may be amended
from time to time, the “Annual Base Salary”). The Company shall increase the Annual
Base Salary paid to the Executive by applying a cost of living increase to be
determined by the Board, such increase to be made effective the 1st day of January of
each year of the employment term. However, under no circumstances shall the cost of
living increase be less than 5% per annum. The Annual Base Salary shall be payable at
such regular times and intervals as the Company customarily pays its senior executives
from time to time.
	 
	 	B.	 	ANNUAL PERFORMANCE AWARD. For each fiscal year of employment during
which the Company employs the Executive, the Executive shall be entitled to receive a
target annual performance award of up to a maximum of 150% of Executive’s Annual Base
Salary, in accordance with the terms of any plan governing senior management
performance awards then in effect as established by the Board (the “Annual Performance
Award”), such Annual Performance Award to be paid effective the 1st day of January of
each year of the employment term with respect to the immediately preceding year.






	5.	 	EXECUTIVE BENEFITS. The Executive will be entitled to twenty six (26) paid-time-off
(PTO) days of vacation per fiscal year. The Executive, the Executive’s spouse, and qualifying
members of the Executive’s family will be eligible for and will participate in, without action
by the Board or any committee thereof, any benefits and perquisites available to executive
officers of the Company, including any group health, dental, life insurance, disability, or
other form of executive benefit plan or program of the Company now existing or that may be
later adopted by the Company (collectively, the “Executive Benefits”).






	6.	 	DEATH OR DISABILITY. The Executive’s employment will terminate immediately upon the
Executive’s death. If the Executive becomes physically or mentally disabled so as to become
unable for a period of more than five consecutive months or for shorter periods aggregating at
least five months during any twelve-month period to perform the Executive’s duties hereunder
on a substantially full-time basis, the Executive’s employment will terminate as of the end of
such five-month or twelve-month period and this shall be considered a “disability” under this
Agreement. Such termination shall not affect the Executive’s benefits under the Company’s
disability insurance program, if any, then in effect.




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	7.	 	TERMINATION. Either the Executive or the Company may terminate the Executive’s
employment under this Agreement for any reason upon not less than thirty (30) days written
notice.






	 	A.	 	TERMINATION OF EMPLOYMENT BY THE EXECUTIVE FOR GOOD REASON, BY THE COMPANY
WITHOUT CAUSE OR UPON THE DEATH OR DISABILITY OF THE EXECUTIVE. Upon the
termination of the Executive’s employment under this Agreement by the Executive for
Good Reason, by the Company without Cause, or as a result of the death (in which case,
the provisions of Section 7(A)(i — viii) shall inure to the benefit of the Executive’s
covered dependents, or to the extent applicable, to the Executive’s estate) or
disability of the Executive, the following shall apply:






	 	(i)	 	TERMINATION PAYMENT. The Executive shall be entitled
to and paid a termination payment (the “Termination Payment”) equal to five (5)
times the Executive’s Annual Base Salary at the time of such termination
together with any Gross-Up Payments (as defined below) required to be paid in
accordance with Section 7(A)(iv) hereof. The Termination Payment and the
Gross-Up Payments shall be made within 10 days of any termination pursuant to
this Section 7(A).
	 
	 	(ii)	 	TERMINATION BENEFITS. The Company shall continue to
provide the Executive and any covered dependents of Executive (and if
applicable, his beneficiaries) with the Executive Benefits (as described in
Section 5 hereof) for a period of 10 years after the date of termination of the
Executive’s employment with the Company. Such Executive Benefits shall be
provided at no cost to the Executive in no less than the same amount, and on
the same terms and conditions, as in effect on the date on which the
termination of employment occurs. If the Executive dies during the 10-year
period following a termination pursuant to this Section 7(A), the Company shall
continue to provide the Executive Benefits to the Executive’s covered
dependents under the same terms as were being provided prior to Executive’s
death and, to the extent applicable, to the Executive’s estate.
	 
	 	(iii)	 	TERMINATION AUTOMOBILE. Within 10 days following
termination, the Company shall transfer all of its interest in any automobile
used by the Executive pursuant to the Company’s Executive Automobile Policy
(the “Executive Automobile Policy”) and shall pay the balance of any
outstanding loans or leases on such automobile (whether such obligations are
those of the Executive or the Company) so that the Executive owns the
automobile outright (in the event such automobile is leased, the Company shall
pay the residual cost of such lease).
	 
	 	(iv)	 	GROSS-UP PAYMENTS. If any of the Termination Payment
will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the
Code (or any similar tax that may hereafter be imposed), the Company shall pay




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	 	 	 	to the Executive in cash additional amounts (the “Gross-Up Payments”) such
that the net amount retained by the Executive after deduction from the
Termination Payment and the Gross-Up Payments of any Excise Tax imposed upon
the Termination Payment and any federal, state and local income tax and
Excise Tax and any other tax imposed upon the Gross-Up Payments shall be
equal to the original amount of the Termination Payment, prior to deduction
of any Excise Tax imposed with respect to the Termination Payment. The
Gross-Up Payments are intended to place the Executive in the same economic
position he would have been in if the Excise Tax did not apply. The
Gross-Up Payments shall be paid to the Executive at the earlier of the time
that the Termination Payment is paid to the Executive, or the time when any
Excise Tax relating to said Termination Payment becomes due and payable.
For purposes of determining the Gross-Up Payments pursuant to this Section
7(A)(iv), the Termination Payment shall also include any other amounts which
would be considered “Parachute Payments” (within the meaning of Section
280G(b)(2) of the Code) to the Executive, including, but not limited to, the
value of any benefits or payments paid or made pursuant to the terms of the
Amended Retirement Agreement to the extent provided for by Code Section 280G
and final, temporary or proposed regulations thereunder, and Gross-Up
Payments relating to said amounts shall be paid to the Executive at the
earlier of the time that said amounts are paid to the Executive, or the time
when any Excise Tax relating to said amounts becomes due and payable.
	 
	 	(v)	 	TAX RATES. For purposes of determining the amount of
the Gross-Up Payment, the Executive shall be deemed to pay Federal income taxes
at the highest marginal rate of Federal income taxation in the calendar year in
which the Gross-Up Payment is to be made, and state and local income taxes at
the highest marginal rate of taxation in the state and locality of the
Executive’s residence on the date of termination, net of the maximum reduction
in Federal income taxes which could be obtained from deduction of such state
and local taxes.
	 
	 	(vi)	 	TAX CALCULATION. Simultaneously with the Company’s
payment of the Termination Payment (as that term is used in Section 7(A)(iv)),
the Company shall deliver to the Executive a written statement specifying the
total amount of the Termination Payment and the Gross-Up Payment, together with
all supporting calculations. If the Executive disagrees with the Company’s
calculation of either of said payments, the Executive shall submit to the
Company, no later than 15 days after receipt of the Company’s calculations, a
written notice advising the Company of the disagreement and setting forth his
calculation of said payments. The Executive’s failure to submit such notice
within such period shall be conclusively deemed to be an agreement by the
Executive as to the amount of the Termination Payment and the Gross-Up Payment.
If the Company agrees with the Executive’s calculations, it shall pay any




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	 	 	 	shortfall to the Executive within 20 days after receipt of such a notice
from the Executive, together with interest thereon accruing at the rate of
18 percent per annum, compounded monthly, from the original due date of the
Termination Payment through the actual date of payment of said shortfall.
If the Company does not agree with the Executive’s calculations, it shall
provide the Executive with a written notice within 10 days after the receipt
of the Executive’s calculations advising the Executive that the disagreement
is to be referred to an independent accounting firm for resolution. Such
disagreement shall be referred to an independent, nationally recognized
accounting firm which is not the regular accounting firm of the Company and
which is agreed to by the Company and the Executive within 10 days after
issuance of the Company’s notice of disagreement (if the Parties cannot
agree on the identity of the accounting firm which is to resolve the
dispute, the accounting firm shall be selected by means of a coin toss
conducted in Palm Beach County, Florida by counsel to the Executive on the
first business day after such 10-day period in such a manner as such counsel
may specify). The accounting firm shall review all information provided to
it by the Parties and submit a written report setting forth its calculation
of the Termination Payment and the Gross-Up Payment within 15 days after
submission of the matter to it, and such decision shall be final and binding
on all of the Parties. The fees and expenses charged by said accounting
firm shall be paid by the Company. If the amount of the Termination Payment
or Gross-Up Payment actually paid by the Company was less than the amount
calculated by the accounting firm, the Company shall pay the shortfall to
the Executive within 5 days after the accounting firm submits its written
report, together with interest thereon accruing at the rate of 18 percent
per annum, compounded monthly, from the original due date of the Termination
Payment through the actual date of payment of said shortfall.
	 
	 	(vii)	 	SUBSEQUENT RECALCULATION. In the event the Internal
Revenue Service imposes an Excise Tax with respect to the Termination Payment
that is greater than the Excise Tax calculated hereunder, the Company shall
reimburse the Executive for the full amount necessary to make the Executive
whole in accordance with the principles set forth above, including any interest
and penalties which may be imposed. The Company shall control any tax or other
audit relating to any matter for which it may have a reimbursement obligation
pursuant to this Section 7(A)(vii).
	 
	 	(viii)	 	INTEREST ON UNPAID TERMINATION PAYMENT. In the event that the
Company does not pay the Termination Payment by the due dates specified in this
Agreement, then any unpaid amount shall bear interest at the rate of 18 percent
per annum, compounded monthly, until it is paid.





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	 	B.	 	TERMINATION OF EMPLOYMENT BY RESIGNATION OF EXECUTIVE WITHOUT GOOD REASON
OR BY THE COMPANY WITH CAUSE. Upon the termination of the Executive’s employment
by the resignation of the Executive without Good Reason, by the Company with Cause, or
for any other reason other than a reason described in Section 7(A) above, the Executive
shall be due no further compensation under this Agreement related to Annual Base
Salary, Annual Performance Award, Executive Benefits, or Termination Payment other than
what is due and owing through the effective date of such Executive’s resignation or
termination (including any Performance Award that may be due and payable to the
Executive under the terms of the Senior Management Performance Award Plan), which
amounts shall be paid to the Executive within 10 days of termination.
	 
	 	C.	 	AMENDED RETIREMENT AGREEMENT UNAFFECTED. Termination of the
Executive’s employment under this Agreement for any reason whatsoever shall not affect
Executive’s rights under the Amended Retirement Agreement.






	8.	 	RESTRICTIVE COVENANTS.






	 	A.	 	GENERAL. The Company and the Executive hereby acknowledge and agree
that (i) the Executive is in possession of trade secrets (as defined in Section
688.002(4) of the Florida Statutes) of the Company (the “Trade Secrets”), (ii) the
restrictive covenants contained in this Section 8 are justified by legitimate business
interests of the Company, including, but not limited to, the protection of the Trade
Secrets, in accordance with Section 542.335(1)(e) of the Florida Statutes, and (iii)
the restrictive covenants contained in this Section 8 are reasonably necessary to
protect such legitimate business interests of the Company.
	 
	 	B.	 	NON-COMPETITION. During the period of the Executive’s employment with
the Company and until three years after the termination of the Executive’s employment
with the Company, the Executive will not, directly or indirectly, either (i) on the
Executive’s own behalf or as a partner, officer, director, trustee, executive, agent,
consultant or member of any person, firm or corporation, or otherwise, enter into the
employ of, render any service to, or engage in any business or activity which is the
same as or competitive with any business or activity conducted by the Company or any of
its majority-owned subsidiaries, or (ii) become an officer, employee or consultant of,
or otherwise assume a substantial role or relationship with, any governmental entity,
agency or political subdivision that is a client or customer of the Company or any
subsidiary or affiliate of the Company; provided, however, that the foregoing shall not
be deemed to prevent the Executive from investing in securities of any company having a
class of securities which is publicly traded, so long as through such investment
holdings in the aggregate, the Executive is not deemed to be the beneficial owner of
more than 5% of the class of securities that is so publicly traded. During the period
of the Executive’s employment and until three years after the termination of the
Executive’s employment, the Executive will not,




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	 	 	 	directly or indirectly, on the Executive’s own behalf or as a partner, shareholder,
officer, executive, director, trustee, agent, consultant or member of any person,
firm or corporation or otherwise, seek to employ or otherwise seek the services of
any executive of the Company or any of its majority-owned subsidiaries.
	 
	 	C.	 	CONFIDENTIALITY. During and following the period of the Executive’s
employment with the Company, the Executive will not use for the Executive’s own benefit
or for the benefit of others, or divulge to others, any information, Trade Secrets,
knowledge or data of a secret or confidential nature and otherwise not available to
members of the general public that concerns the business or affairs of the Company or
its subsidiaries or affiliates and which was acquired by the Executive at any time
prior to or during the term of the Executive’s employment with the Company, except with
the specific prior written consent of the Company.
	 
	 	D.	 	WORK PRODUCT. The Executive agrees that all programs, inventions,
innovations, improvements, developments, methods, designs, analyses, reports and all
similar or related information which relate to the business of the Company and its
subsidiaries or affiliates, actual or anticipated, or to any actual or anticipated
research and development conducted in connection with the business of the Company and
its subsidiaries or affiliates, and all existing or future products or services, which
are conceived, developed or made by the Executive (alone or with others) during the
term of this Agreement (“Work Product”) belong to the Company. The Executive will
cooperate fully in the establishment and maintenance of all rights of the Company and
its subsidiaries or affiliates in such Work Product. The provisions of this Section
8(D) will survive termination of this Agreement indefinitely to the extent necessary to
require actions to be taken by the Executive after the termination of the Agreement
with respect to Work Product created during the term of this Agreement.
	 
	 	E.	 	ENFORCEMENT. The Parties agree and acknowledge that the restrictions
contained in this Section 8 are reasonable in scope and duration and are necessary to
protect the Company or any of its subsidiaries or affiliates. If any covenant or
agreement contained in this Section 8 is found by a court having jurisdiction to be
unreasonable in duration, geographical scope or character of restriction, the covenant
or agreement will not be rendered unenforceable thereby but rather the duration,
geographical scope or character of restriction of such covenant or agreement will be
reduced or modified with retroactive effect to make such covenant or agreement
reasonable, and such covenant or agreement will be enforced as so modified. The
Executive agrees and acknowledges that the breach of this Section 8 will cause
irreparable injury to the Company or any of its subsidiaries or affiliates and upon the
breach of any provision of this Section 8, the Company or any of its subsidiaries or
affiliates shall be entitled to injunctive relief, specific performance or other
equitable relief, without being required to post a bond; PROVIDED, HOWEVER, that, this
shall in no way limit any other remedies which the Company or any of its subsidiaries
or affiliates may have (including, without limitation, the right to seek monetary
damages). In the event
of any conflict between the provisions of this Section 8 and Section 7 of the
Amended Retirement Agreement, the provisions of this Section 8 shall prevail.




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	9.	 	REPRESENTATIONS. The Executive hereby represents and warrants to the Company that
(i) the execution, delivery and full performance of this Agreement by the Executive does not
and will not conflict with, breach, violate or cause a default under any agreement, contract
or instrument to which the Executive is a party or any judgment, order or decree to which the
Executive is subject; (ii) the Executive is not a party or bound by any employment agreement,
consulting agreement, agreement not to compete, confidentiality agreement or similar agreement
with any other person or entity; and (iii) upon the execution and delivery of this Agreement
by the Executive and the Company, this Agreement will be the Executive’s valid and binding
obligation, enforceable in accordance with its terms.






	10.	 	ARBITRATION. In the event of any dispute between the Company and the Executive with
respect to this Agreement (other than a dispute with respect to the calculation of the
Executive’s Termination Payment and Gross-Up Payment under Section 7(A)(vi), which dispute
shall be resolved in accordance with the provisions set forth in such Section), either party
may, in its sole discretion by notice to the other, require such dispute to be submitted to
arbitration. The arbitrator will be selected by agreement of the Parties or, if they cannot
agree on an arbitrator or arbitrators within 30 days after the giving of such notice, the
arbitrator will be selected by the American Arbitration Association. The determination
reached in such arbitration will be final and binding on both Parties without any right of
appeal. Execution of the determination by such arbitrator may be sought in any court having
jurisdiction. Unless otherwise agreed by the Parties, any such arbitration will take place in
West Palm Beach, Florida and will be conducted in accordance with the rules of the American
Arbitration Association. If the Executive is the prevailing party in any such arbitration, he
will be entitled to reimbursement by the Company of all reasonable costs and expenses
(including attorneys’ fees incurred in such arbitration).






	11.	 	ASSIGNMENT. The Executive may not assign, transfer, convey, mortgage, hypothecate,
pledge or in any way encumber the compensation or other benefits payable to the Executive or
any rights which the Executive may have under this Agreement. Neither the Executive nor the
Executive’s beneficiary or beneficiaries will have any right to receive any compensation or
other benefits under this Agreement, except at the time, in the amounts and in the manner
provided in this Agreement. This Agreement will inure to the benefit of and will be binding
upon any successor to the Company, and any successor to the Company shall be authorized to
enforce the terms and conditions of this Agreement, including the terms and conditions of the
restrictive covenants contained in Section 8 hereof. As used in this Agreement, the term
“successor” means any person, firm, corporation or other business entity which at any time,
whether by merger, purchase or otherwise, acquires all or substantially all of the capital
stock or assets of the Company. This Agreement may not otherwise be assigned by the Company.






	12.	 	GOVERNING LAW. This Agreement shall be governed by the laws of the State of Florida
without regard to the application of conflicts of laws.




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	13.	 	ENTIRE AGREEMENT. This Agreement and the Amended Retirement Agreement constitute the
only agreements between Company and the Executive regarding the Executive’s employment by the
Company. This Agreement and the Amended Retirement Agreement supersede any and all other
agreements and understandings, written or oral, between the Company and the Executive
regarding the subject matter hereof and thereof. A waiver by either party of any provision of
this Agreement or any breach of such provision in an instance will not be deemed or construed
to be a waiver of such provision for the future, or of any subsequent breach of such
provision. This Agreement may be amended, modified or changed only by further written
agreement between the Company and the Executive, duly executed by both Parties.






	14.	 	SEVERABILITY; SURVIVAL. In the event that any provision of this Agreement is found
to be void and unenforceable by a court of competent jurisdiction, then such unenforceable
provision shall be deemed modified so as to be enforceable (or if not subject to modification
then eliminated herefrom) to the extent necessary to permit the remaining provisions to be
enforced in accordance with the Parties’ intention. The provisions of Section 8 (and the
restrictive covenants contained therein) shall survive the termination for any reason of this
Agreement and/or the Executive’s relationship with the Company.






	15.	 	NOTICES. Any and all notices required or permitted to be given hereunder will be in
writing and will be deemed to have been given when deposited in United States mail, certified
or registered mail, postage prepaid. Any notice to be given by the Executive hereunder will
be addressed to the Company to the attention of its General Counsel at its main offices, One
Park Place, Suite 700, 621 Northwest 53rd Street, Boca Raton, Florida 33487. Any notice to be
given to the Executive will be addressed to the Executive at the Executive’s residence address
last provided by the Executive to the Company. Either party may change the address to which
notices are to be addressed by notice in writing to the other party given in accordance with
the terms of this Section.






	16.	 	HEADINGS. Section headings are for convenience of reference only and shall not limit
or otherwise affect the meaning or interpretation of this Agreement or any of its terms and
conditions.






	17.	 	CANCELLATION OF THE PRIOR EMPLOYMENT AGREEMENT. The Prior Employment Agreement is
hereby cancelled and terminated as of the effective date of this Agreement.





18. SECTION 409A COMPLIANCE.





	 	A.	 	GENERAL. It is the intention of both the Company and the Executive
that the benefits and rights to which the Executive is entitled pursuant to this
Agreement comply with Code Section 409A, to the extent that the requirements of Code
Section 409A are applicable thereto, and the provisions of this Agreement shall be
construed in a manner consistent with that intention. If the Executive or the Company
believes, at any time, that any such benefit or right that is subject to Code Section
409A does not so comply, it shall promptly advise the other and




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	 	 	 	shall negotiate reasonably and in good faith to amend the terms of such benefits and
rights such that they comply with Code Section 409A (with the most limited possible
economic effect on the Executive and on the Company).
	 
	 	B.	 	DISTRIBUTIONS ON ACCOUNT OF SEPARATION FROM SERVICE. To the extent
required to comply with Code Section 409A, any payment or benefit required to be paid
under this Agreement on account of termination of the Executive’s service (or any other
similar term) shall be made only in connection with a “separation from service” with
respect to the Executive within the meaning of Code Section 409A.
	 
	 	C.	 	NO ACCELERATION OF PAYMENTS. Neither the Company nor the Executive,
individually or in combination, may accelerate any payment or benefit that is subject
to Code Section 409A, except in compliance with Code Section 409A and the provisions of
this Agreement, and no amount that is subject to Code Section 409A shall be paid prior
to the earliest date on which it may be paid without violating Code Section 409A.
	 
	 	D.	 	SIX MONTH DELAY FOR SPECIFIED EMPLOYEES. In the event that the
Executive is a “specified employee” (as described in Code Section 409A), and any
payment or benefit payable pursuant to this Agreement constitutes deferred compensation
under Code Section 409A, then the Company and the Executive shall cooperate in good
faith to undertake any actions that would cause such payment or benefit not to
constitute deferred compensation under Code Section 409A. In the event that, following
such efforts, the Company determines (after consultation with its counsel) that such
payment or benefit is still subject to the six-month delay requirement described in
Code Section 409A(2)(b) in order for such payment or benefit to comply with the
requirements of Code Section 409A, then no such payment or benefit shall be made before
the date that is six months after the Executive’s “separation from service” (as
described in Code Section 409A) (or, if earlier, the date of the Executive’s death).
Any payment or benefit delayed by reason of the prior sentence shall be paid out or
provided in a single lump sum at the end of such required delay period in order to
catch up to the original payment schedule.
	 
	 	E.	 	TREATMENT OF EACH INSTALLMENT AS A SEPARATE PAYMENT. For purposes of
applying the provisions of Code Section 409A to this Agreement, each separately
identified amount to which the Executive is entitled under this Agreement shall be
treated as a separate payment. In addition, to the extent permissible under Code
Section 409A, any series of installment payments under this Agreement shall be treated
as a right to a series of separate payments.
	 
	 	F.	 	TAX GROSS-UPS. Notwithstanding anything in this Agreement to the
contrary, any payment (to the extent such payment constitutes a deferral of
compensation under Code Section 409A) to reimburse the Executive for any taxes imposed
upon the Executive as a result of compensation paid or made available to the Executive
by the Company (including any amount paid to cover additional taxes imposed





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	 	 	 	upon the Executive due to such initial payment), shall be made no later than the end
of the Executive’s taxable year following the Executive’s taxable year in which the
Executive remits the related taxes.
	 
	 	G.	 	REIMBURSEMENTS AND IN-KIND BENEFITS. With respect to reimbursements
and in-kind benefits that may be provided under the Agreement (the “Reimbursement
Plans”), to the extent any benefits provided under the Reimbursement Plans are subject
to Section 409A, the Reimbursement Plans shall meet the following requirements:
	 
	 	 	 	     (i)     Reimbursement Plans shall use an objectively determinable, nondiscretionary
definition of the expenses eligible for reimbursement or of the in-kind benefits to
be provided;
	 
	 	 	 	     (ii)     Reimbursement Plans shall provide that the amount of expenses eligible for
reimbursement, or in-kind benefits provided, during the Executive’s taxable year may
not affect the expenses eligible for reimbursement, or in-kind benefits to be
provided, in any other taxable year, provided, however, that Reimbursement Plans
providing for reimbursement of expenses referred to in Code Section 105(b) shall not
fail to meet the requirement of this Section 18(G)(ii) solely because such
Reimbursement Plans provide for a limit on the amount of expenses that may be
reimbursed under such arrangements over some or all of the period in which
Reimbursement Plans remain in effect;
	 
	 	 	 	     (iii)     The reimbursement of an eligible expense is made on or before the last
day of Executive’s taxable year following the taxable year in which the expense was
incurred; and
	 
	 	 	 	     (iv)     The right to reimbursement or in-kind benefits under the Reimbursement
Plans shall not be subject to liquidation or exchange for another benefit.
	 
	 	H.	 	EXECUTIVE BENEFITS. With respect to any Executive Benefits that do not
comply with (or are not exempt from) Code Section 409A, to the extent applicable, the
Executive shall be deemed to receive from the Company a monthly payment necessary for
the Executive to purchase the benefit in question.
	 
	 	I.	 	INDEMNIFICATION BY THE COMPANY OF EXECUTIVE. Notwithstanding the
intention of the Company and the Executive that the benefits and rights to which the
Executive is entitled pursuant to this Agreement comply with Code Section 409A, if any
provision of this Agreement fails to comply with Code Section 409A and any payment or
benefit paid or made to the Executive pursuant to the terms of this Agreement becomes
subject to taxation pursuant to Code Section 409A, then the Company shall fully
indemnify the Executive and hold the Executive harmless from any such taxation, and any
costs, fees or expenses borne by the Executive in connection with such taxation;
provided, however, that such indemnification obligation of the Company shall not apply
to any taxation which




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	 	 	 	could have been reasonably avoided by the Executive through an amendment to this
Agreement which the Company timely proposed but which the Executive refused to make.
The Company shall control any tax or other audit relating to any matter for which
it may have an indemnification obligation pursuant to this Section 18(I).





[SIGNATURES APPEAR ON THE FOLLOWING PAGE]




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     IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement under seal
as of the date first above written.



	 	 	 	 	 
	THE GEO GROUP, INC.

 	 
	Signature:	   /s/ Richard H. Glanton	 
	Name:  	Richard H. Glanton 	 
	Title:  	Chairman, Compensation Committee 	 
	 



	 	 	 	 	 
	EXECUTIVE

 	 
	Signature:	   /s/ George C. Zoley
	 
	Name:  	George C. Zoley 	 
	Title:  	Chairman & CEO
 	 
	  	The GEO Group, Inc. 	 
	 




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