**Exhibit10.1**

 

**EMPLOYMENTAGREEMENT**

 

 

This Employment Agreement (“Agreement”), isentered into between CORNELL COMPANIES, INC., a Delaware corporation havingoffices at 1700 West Loop South, Suite 1500, Houston, Texas 77027 (“Company”),and STEVEN W. LOGAN (“Employee”) executed on September 18, 2002 andeffective as of October 1, 2002 (the “Effective Date”).

 

**WITNESSETH:**

 

WHEREAS, the Company is desirous of retaining theservices of Employee pursuant to the terms and conditions and for theconsideration set forth in this Agreement, and Employee is desirous ofproviding services to the Company pursuant to such terms and conditions and forsuch consideration;

 

NOW, THEREFORE, for and in consideration of the mutualpromises, covenants, and obligations contained herein, the Company and Employeeagree as follows:

 

**ARTICLE1: TERM AND DUTIES**

 

1.1           TheCompany agrees to retain Employee, and Employee agrees to provide services tothe Company, beginning as of the Effective Date and continuing untilDecember 31, 2003, subject to the terms and conditions of this Agreement(the “Term”).

 

1.2           Employeeshall perform such responsibilities in the capacity of Transition ServicesFacilitator as reasonably agreed to between Employee and the Board of Directorsor the Executive Chairman, such responsibilities to include corresponding withfederal and state regulatory agencies.

 

## ***1.3***           Employee has had andcontinues to have access to confidential information including, but not limitedto, the Company’s books, records and documents, business acquisition andexpansion plans, technical information concerning the Company’s operationalmethods, services and processes, construction plans, procurement procedures andpricing techniques, the names of customers and other nonpublic information (e.g.,credit and financial data) concerning the Company’s customers and businessassociates, all of which comprise confidential business information and tradesecrets of the Company and all of which are valuable, special, and uniqueassets of the Company that the Company uses in its business to obtain acompetitive advantage over the Company’s competitors which do not know or usethis information (“Confidential Information”).  Confidential Information shall not include any information thatis generally available to the public. Employee agrees that he will not disclose in any way to any person,directly or indirectly, or use for his own benefit or for the benefit of anyoneelse or any other person or entity, the Confidential Information gained whileemployed by the Company.  Employeeacknowledges that money damages would not be sufficient remedy for any breachof this section by Employee, and the Company shall be entitled to enforce anyprovisions of this

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## ***section by terminating the employment relationship, terminating anyunvested payments then owing to Employee under this Agreement, and/or tospecific performance and injunctive relief as remedies for such breach or anythreatened breach.  Such remedies shallnot be deemed the exclusive remedies for a breach of this section, but shall bein addition to all remedies available at law or in equity to the Company,including, without limitation, the recovery of damages from Employee and hisagents involved in this breach.  Forpurposes of this Section 1.3, the term “Company” shall also include Affiliates(as defined below) of the Company.***

 

## ***1.4***           Employee is not requiredto provide full-time services to the Company. Employee is not required to maintain an office at the Company or any ofits subsidiaries.  Except as otherwiseprovided in this Agreement, Employee may serve as an employee or consultant to an entity other than theCompany.  The Company and Employee shallcooperate as to the level of interference of Employee’s services hereunder withother business commitments of Employee during the Term so as to minimize thelevel of inconvenience to Employee. Employee’s services shall be rendered by personal consultation at hisresidence or office, wherever maintained, or by correspondence through themails, telephone, facsimile or electronic mail, including weekends andevenings, as may be most convenient to Employee.  Employee shall not be obligated (i) to occupy any office of theCompany or any of its subsidiaries, or (ii) to render any services whatsoeverto the Company or any of its subsidiaries other than those specified in thisArticle I.

 

1.5           It is understoodand agreed that Employee shall have no authority to act on behalf of theCompany or to bind the Company to any contract or obligation whatsoever.

 

**ARTICLE2: COMPENSATION AND BENEFITS**

 

2.1           Employee’smonthly compensation during the Term shall be $10,000 (the “MonthlyCompensation”), payable in accordance with the Company’s customary payrollpractices.  Employee shall be reimbursedfor reasonable expenses incurred in connection with the performance of hisduties under this Agreement and approved in advance by the Company’s ExecutiveChairman or Chief Financial Officer.

 

2.2           TheCompany shall provide, for 18 months following the Effective Date, health andmedical benefits to Employee and his family on a basis (and at a cost to theCompany) substantially similar to those benefits provided to employees of theCompany during the term of this Agreement (the “Benefits”).  The Employee shall not be entitled toparticipate in any other benefit plans and programs of the Company.  At Employee’s election, and in lieu ofBenefits, the Company shall pay Employee the sum of $800.00 per month for thereferenced 18-month period.

 

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2.3           TheCompany shall not by reason of this Article 2 be obligated to institute,maintain, or refrain from changing, amending, or discontinuing, any suchbenefit plan or program, so long as such actions are similarly applicable tocovered participants generally. Moreover, except as specifically provided herein to the contrary, noneof the benefits or arrangements described in this Article 2 shall be secured orfunded in any way, and each shall instead constitute an unfunded and unsecuredpromise to pay money in the future exclusively from the general assets of theCompany.

 

2.4           TheCompany may withhold from any compensation, benefits, or amounts payable underthis Agreement all federal, state, city, or other taxes as may be requiredpursuant to any law or governmental regulation or ruling.

 

**ARTICLE3: TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH TERMINATION**

 

3.1           Notwithstandingany other provisions of this Agreement, the Company shall have the right toterminate this Agreement at any time prior to the expiration of the Term forany of the following reasons:

 

a.             For“Cause” upon the good faith determination by the Company’s Board ofDirectors that Cause exists for the termination of this Agreement.  As used in this Section 3.1.a, the term Causeshall mean (i) Employee’s gross negligence or willful misconduct in theperformance of the duties and services required of Employee pursuant to thisAgreement, (ii) Employee’s felony indictment involving moral turpitude, (iii)Employee’s material breach of any provision of this Agreement which remainsuncorrected for thirty (30) days following written notice to Employee by theCompany of such breach, (iv) Employee’s breach of any covenant or obligation inArticle 5 or (v) Employee becomes employed by or renders competitive businessservices (whether for or without compensation) to any person or entitytransacting any Competitive Business (as defined below);

 

b.             forany other reason whatsoever, including termination without Cause, in the solediscretion of the Company;

 

c.             uponEmployee’s death; or

 

d.             uponEmployee’s becoming disabled as to entitle Employee to benefits under theCompany’s long-term disability plan or, if Employee is not eligible toparticipate in such plan or if such plan is not available, then Employee ispermanently and totally unable to perform Employee’s duties for the Company asa result of any medically determinable physical or mental impairment assupported by a written medical opinion to the foregoing effect by a physicianselected by the Company and Employee’s spouse or other member of Employee’simmediate family.  With respect to anyoptions granted, Employee shall be considered “disabled” in accordance with,and “disability” shall have the meaning set forth in, the governing option planor plans under which the options were granted.

 

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The termination of Employee by the Company prior tothe expiration of the Term shall constitute a “Termination for Cause” ifmade pursuant to Section 3.1.a, and the effect of such termination is specifiedin Section 3.4.  The termination ofEmployee by the Company prior to the expiration of the Term shall constitute an“Involuntary Termination” if made pursuant to Section 3.1.b, and theeffect of such termination is specified in Section 3.5.  The effect of this Agreement beingterminated pursuant to Section 3.1.c as a result of Employee’s death isspecified in Section 3.6.  The effect ofthis Agreement being terminated pursuant to Section 3.1.d as a result ofEmployee becoming disabled is specified in Section 3.7.

 

3.2           Employeeshall have the right to terminate this Agreement at any time prior to theexpiration of the Term, for any reason whatsoever, in the sole discretion ofEmployee, on ten (10) days prior written notice to the Company.  The termination of this Agreement byEmployee prior to the expiration of the Term shall constitute a “VoluntaryTermination” if made pursuant to this Section 3.2, and the effect of suchtermination is specified in Section 3.3.

 

3.3           Upona Voluntary Termination of this Agreement by Employee prior to expiration ofthe Term, all future compensation to which Employee is entitled and all futurebenefits for which Employee is eligible, with the exception of any and allstatutory rights and benefits, shall cease and terminate as of the date of suchtermination.  Employee shall be entitledto pro rata Monthly Compensation through the date of such termination.  Vested options shall be exercisable pursuantto the terms of the option plan or plans under which they were granted andunvested options shall terminate on the date of termination.

 

3.4           Ifthis Agreement is terminated by the Company for Cause prior to expiration ofthe Term, all future compensation to which Employee is entitled and all futurebenefits for which Employee is eligible, with the exception of any and allstatutory rights and benefits, shall cease and terminate as of the date of suchtermination.  Employee shall be entitledto pro rata Monthly Compensation through the date of such termination.  Vested options shall be exercisable pursuantto the terms of the option plan or plans under which they were granted andunvested options shall terminate on the date of termination.

 

3.5           Uponan Involuntary Termination of this Agreement prior to expiration of the Term,Employee shall be entitled to receive the Monthly Compensation for theremainder of the Term and Benefits as provided for in Section 2.2.  In addition, Employee’s unvested optionsshall continue to vest for the remainder of the Term, and shall be exercisableas if Employee had remained employed through the remainder of the Term.

 

3.6           Upontermination of this Agreement during the Term as a result of Employee’s death,Employee’s heirs, administrators, or legatees shall be entitled to receive theMonthly Compensation for the remainder of the Term and Benefits as provided forin Section 2.2.  Vested options shall beexercisable pursuant to the terms of the option plan or plans under which theywere granted and unvested options shall terminate on the date of Employee’sdeath.

 

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3.7           Upontermination of this Agreement during the Term as a result of Employee’sdisability, Employee shall be entitled to receive the Monthly Compensation forthe remainder of the Term and Benefits as provided for in Section 2.2.  Vested options shall be exercisable pursuantto the terms of the Plan and unvested options shall terminate on the date oftermination of this Agreement as a result of Employee’s disability.

 

3.8           Uponexpiration of the Term or termination of this Agreement pursuant to Section3.1.a or Section 3.2, whichever occurs first, Employee shall be entitled to nofurther compensation or benefits, with the exception of (a) any and allstatutory rights and benefits and (b) compensation and benefits vested oraccrued prior to such termination, subject to the terms and provisions of theplans and programs pursuant to which such benefits were accrued.

 

3.9           Inall cases, the compensation and benefits payable to Employee under thisAgreement upon termination of this Agreement shall be offset against anyamounts to which Employee may otherwise be entitled under any and all severanceplans, and policies of the Company or its affiliates; provided, however, thatthere shall be no offset against any sums that might be payable to Employeepursuant to any Company-provided life insurance, deferred bonus plan,short-term or long-term disability insurance, or any 401(k) or similar welfareor benefit plans.

 

3.10         Terminationof this Agreement does not terminate those obligations imposed by thisAgreement which are continuing obligations, including, without limitation,Employee’s obligations under Section 1.3, Article 5 and Article 7.

 

**ARTICLE4: EXPIRATION OF THE TERM OF EMPLOYMENT RELATIONSHIP**

 

4.1           Uponexpiration of the Term, the Company shall have no obligation to agree to anyrenewal of this Agreement or to offer Employee a new employment agreement.

 

**ARTICLE5: RELATIONSHIP OBLIGATIONS AFTER END OF FULL-TIME EMPLOYMENT**

 

5.1           Aspart of the consideration for the compensation and benefits to be paid toEmployee hereunder and in order to protect the Company’s interest in the tradesecrets of the Company, and as an additional consideration and incentive forthe Company to enter into this Agreement, the Company and Employee agree to theprovisions of this Article.

 

5.2           Exceptas set forth in Section 5.4, the obligations in this Article shall commence onthe Effective Date and shall continue for a period ending on December 31, 2003(the “Covenant Period”) regardless of any prior termination of theemployment relationship pursuant to Article 3 hereof.

 

5.3           Employeehereby acknowledges and agrees that:  (i)the Company would not enter into this Agreement or retain Employee if Employeehad not executed and delivered this

 

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Agreement to the Company and (ii) Employee has had and may havethroughout his employment relationship with the Company or its Affiliates (asdefined below), access to Confidential Information with respect to which theCompany is entitled to the protections afforded by this Agreement and to theremedies for enforcement of this Agreement provided by law or in equity.

 

5.4           UntilApril 30, 2003, Employee shall not, and shall cause each of his Affiliates notto:

 

a.             withinthe United States (the “Territory”), transact any Competitive Business(as defined below), carry on or be engaged or otherwise take part in anyCompetitive Business (whether for his own account or for the account of anyperson or entity, other than the Company), or render competitive businessservices (whether for or without compensation) to any person or entity (otherthan the Company) who or which is, to the knowledge of Employee, engaged in anyCompetitive Business at the time the service is rendered.

 

b.             sharein the earnings of, or beneficially own or hold any security issued by, orotherwise own or hold any interest (including, without limitation, any debt)in, any person or entity who or which is directly or indirectly engaged in anyCompetitive Business within the Territory.

 

5.5           UntilDecember 31, 2003, Employee shall not carry on or be engaged or otherwise takepart in any Prohibited Activity (as defined below), or render competitivebusiness services (whether for or without compensation) to any person or entityto directly assist in any Prohibited Activity at the time the service isrendered.

 

5.6           Withoutlimiting the generality of the provisions of this Article 5, Employee (or anAffiliate of Employee) shall be deemed to transact or be engaged in aparticular business if Employee or any Affiliate (whether alone or inassociation with one or more other persons or other entities) is, withoutlimitation, an owner, proprietor, partner, member, stockholder, officer,employee, agent, independent contractor, director or joint venturer of, or aconsultant or lender to, or an investor in any manner in, any person or entitywho or which is, to the knowledge of Employee, directly or through anAffiliate, engaged in any such Competitive Business, including, withoutlimitation, any such person or entity with respect to which a member of theimmediate family of the Employee is an Affiliate.  Notwithstanding the foregoing provisions of this Article 5,Employee (or an Affiliate of Employee) may own, solely as an investment,securities if Employee (or an Affiliate of Employee) (i) is not an Affiliate ofthe issuer of such securities and (ii) does not, directly or indirectly,beneficially own more than 5% of the class of which such securities are a part.

 

5.7           Duringthe Covenant Period, Employee shall not, and shall cause each of his Affiliatesnot to, whether for his own account or for the account of any other person orother entity (other than the Company or any Affiliate of the Company), solicitthe employment or services of, or cause or attempt to cause to leave theemployment or services of the Company or any Affiliate of the Company, anyperson or entity who or which is employed by, or otherwise

 

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engaged to perform services for the Company or any Affiliate of theCompany (whether in the capacity of employee, consultant, independentcontractor or otherwise).  This sectionshall not prohibit Employee or any Affiliate from employing any person orentity who, without prohibited solicitations, seeks employment.

 

5.8           Employeeacknowledges that money damages would not be sufficient remedy for any breachof this Article 5 by Employee, and the Company shall be entitled toenforce the provisions of this Article 5 by terminating the employmentrelationship, terminating any unvested payments then owing to Employee underthis Agreement and/or to specific performance and injunctive relief as remediesfor such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach ofthis Article 5, but shall be in addition to all remedies available at law or inequity to the Company, including, without limitation, the recovery of damagesfrom Employee and his Affiliates involved in such breach.

 

**ARTICLE6:  RELEASE AND WAIVER BY EMPLOYEE**

 

6.1           In additional exchangefor the consideration referred to in this Agreement, Employee, on behalf ofhimself, his heirs, executors, successors, administrators and assigns(collectively, “Employee Parties”), does hereby knowingly andvoluntarily release, acquit and forever discharge the Company, its officers,shareholders, employees, directors, attorneys, parent companies, subsidiaries,affiliates, successors and assigns and any other entity in which the Companyowns, directly or indirectly, an interest and their respective officers,shareholders, employees, directors, attorneys, parent companies, subsidiaries,affiliates, successors and assigns (collectively, the “Company Parties”)from any and all claims, charges, complaints, grievances or promises of any andevery kind, whether known or unknown, that are based upon facts occurring priorto the Effective Date of this Agreement, including but not limited to, thefollowing:  (a) any contractualclaims arising under any written or oral agreements between Employee and theCompany Parties, (b) any statutory claims under the Age Discrimination inEmployment Act of 1967, the Americans with Disabilities Act of 1990,the Family and Medical Leave Act of 1993, the Civil Rights Actsof 1964 and 1991, the Employee Retirement Income Security Act, Chapter 451 of the Texas LaborCode, the Texas Payday Law, and/or the Texas Commission on Human Rights Act, orarising from any other federal, state, or local statute, ordinance orregulation, (c) any tort or contract claims, (d) any claims, mattersor actions related to Employee’s employment and/or affiliation with orseparation from the Company.  It isfurther agreed that, in the event that the Company initiates any claim, charge,complaint or grievance against Employee other than a complaint arising from analleged violation of Section 1.3 or Article 5 herein then the foregoing releaseof claims by Employee shall be extinguished and no longer be in effect solelyto the extent necessary to defend or respond to such claim, charge, complaintor grievance, including any counter claims, cross claims, demands or otheractions in any way relating to such claim, charge, complaint or grievance.  The above notwithstanding, it is expresslyagreed that Employee is not releasing and does not release (a) any right toindemnification or advancement of expenses from the Company (i) to the extenthe is determined to be entitled to such indemnification by the Company underDelaware or applicable law, or the bylaws or charter of the Company, (ii) tothe extent Employee is determined to be entitled to the

 

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benefits offered underany directors and officers insurance policy maintained by the Company and (iii)arising under the Indemnification Agreement between the Company and Employeedated October 1, 1996 (the “Indemnification Agreement”); and (b) anyright conferred by this Agreement.

 

**ARTICLE7:  COOPERATION**

 

7.1           Employee agrees that hewill act at all times hereafter in a manner consistent with the interests ofthe Company with respect to its shareholders, customers, employees, agents, andthird parties. Employee will not engage in any act or make any comments(written or oral), which are intended, or reasonably may be expected, to harmthe Company or its employees; provided, however, that (i) this provision shallnot prohibit Employee from cooperating in any investigation by any governmentalagency and such cooperation in any such action shall not be deemed a breach ofthis provision and (ii) Employee shall comply with any subpoena, decree ororder issued by a court of competent jurisdiction or governmental entity.  Employee further agrees that he will providereasonable cooperation to the Company at reasonable and mutually agreeabletimes in response to requests made by the Company in matters relating tointernal investigations, external investigations, and/or judicial oradministrative proceedings arising out of or relating in any way to any factsoccurring prior to Effective Date of this Agreement, including but not limitedto, participating in conferences and meetings, advising counsel, making himselfavailable for interviews, providing documents or information, aiding in theanalysis of documents, testifying, or complying with any other reasonablerequests by the Company; provided, that such cooperation will not requireEmployee to waive any privilege or to forgo his constitutional right to declineto testify against himself in any investigation, Congressional hearing, grandjury, or any other judicial or administrative proceeding.  Employee agrees to maintain in confidence(except pursuant to regulatory request, subpoena, court order, or any otherlegal process) any nonpublic information regarding past, current or potentialclaims, governmental proceedings, investigations or administrative or judiciallitigation relating to the Company, and agrees not to communicate with anyparty(ies) who he knows or should have known is adverse or potentially adverseto the Company, including attorneys (other than his own counsel), investigatorsor others, except pursuant to valid regulatory request, subpoena, court order,or other legal process; provided, however, that nothing in this sentence shallprohibit Employee from discussing facts relevant to his conduct or performancewhile employed by the Company with any prospective employer, his attorneys,investors, investment advisors or other professional counselors, who in eachcase, agree to maintain such information in confidence.  Employee agrees to provide notice of anymotion, subpoena, order, regulatory request or other correspondence relating tothe Company as soon as practicable and in any event no later than three(3) days of his receipt of same, by forwarding such document or providingnotice of any oral request to the addresses set forth below under Section8.4.  This cooperation is an integralpart of this Agreement, and Employee will not be compensated for suchcooperation, other than reimbursement for any reasonable expenses Employee mayincur in connection with such cooperation.

 

7.2           The Company agrees thatit will not engage in any act or make any comments

 

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(written or oral)that are intended, or might reasonably be expected, to harm Employee; provided,however, that (i) this provision shall not prohibit the Company fromcooperating in any investigation by any governmental agency and such cooperationin any such action shall not be deemed a breach of this provision and (ii) theCompany shall comply with any subpoena, decree or order issued by a court ofcompetent jurisdiction or governmental entity and with any disclosurerequirements under the federal or state securities laws.

 

**ARTICLE8:  MISCELLANEOUS**

 

8.1           Forpurposes of this Agreement, “Affiliate” means, with respect to anyperson or entity, any person or entity that, directly or indirectly, Controls,is Controlled by, or is under common Control with, such person or entity inquestion. For the purposes of the definition of Affiliate, “Control”(including, with correlative meaning, the terms “Controlled by” and “undercommon Control with”) as used with respect to any person, shall mean the possession,directly or indirectly, of the power to direct or cause the direction of themanagement and policies of such person or entity, whether through the ownershipof voting securities or by contract or otherwise.

 

8.2           Forpurposes of this Agreement “Competitive Business” means (i) anybusiness, enterprise or activity, whether or not for profit, that providesmanagement, maintenance, consultation, services, contracts, properties orfacilities relating to correction, detention, treatment, education or pre-releaseservices or (ii) any business, enterprise or activity, whether or not forprofit, that the Company, or any of its Affiliates, is engaged in or haspublicly stated its intent to engage in at any time prior to the EffectiveDate; provided, however, that Competitive Business shall not include a not forprofit, industry trade organization.

 

8.3           Forpurposes of this Agreement, “Prohibited Activity” means any attempt to(a) compete for any existing contract or contract award of the Company or anycontract, proposed contract or bid identified on a list provided by the Companyto Employee as of the date hereof, or (b) cause any present customer of theCompany to cancel or terminate any existing contract with the Company.

 

8.4           Forpurposes of this Agreement, notices and all other communications provided forherein shall be in writing and shall be deemed to have been duly given whenpersonally delivered or when mailed by United States registered or certifiedmail, return receipt requested, postage prepaid, addressed as follows:

 

If to the Company, to:

 

Cornell Companies, Inc.

1700 West Loop South, Suite 1500

Houston, Texas 77027

Attention: Secretary

 

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With a copy to:

 

Locke Liddell & Sapp LLP

3500 JPMorgan Chase Tower

600 Travis

Houston, Texas 77002

Attention: David F. Taylor

 

If to Employee, to the address shown in the Company’srecords.

 

Either the Company or Employee may furnish a change of address to theother in writing in accordance herewith, except that notices of changes ofaddress shall be effective only upon receipt.

 

8.5           ThisAgreement shall be governed in all respects by the laws of the State of Texas,excluding any conflict-of-law rule or principle that might refer to theconstruction of the Agreement to the laws of another State or country.

 

8.6           Nofailure by either party hereto at any time to give notice of any breach by theother party of, or to require compliance with, any condition or provision ofthis Agreement shall be deemed a waiver of similar or dissimilar provisions orconditions at the same or at any prior or subsequent time.

 

8.7           Ifa dispute arises out of or related to this Agreement, and if the dispute cannotbe settled through direct discussions, then the Company and Employee agree to firstendeavor to settle the dispute in an amicable manner by mediation, beforehaving recourse to any other proceeding or forum.

 

8.8           TheCompany’s principal place of business is in Houston, Harris County, Texas.  This Agreement shall be performed in Houston,Harris County, Texas.  Any litigationthat may be brought by either the Company or Employee involving the enforcementof this Agreement or the rights, duties, or obligations of this Agreement,shall be brought exclusively in the state or federal courts sitting in Houston,Harris County, Texas.  In the event thatservice of process cannot be effected upon a party, each party herebyirrevocably appoints the Secretary of State for the State of Texas as its orhis agent for service of process to receive the summons and other pleadings inconnection with any such litigation.  Inthe event of litigation between the parties regarding this Agreement, theprevailing party shall, in addition to any sums recovered in the litigation, beentitled to recover all sums expended by that party (including reasonablecosts, reasonable attorneys’ fees and reasonable expert witness’ fees) inconnection with that litigation.

 

8.9           Itis a desire and intent of the parties that the terms, provisions, covenants andremedies contained in this Agreement shall be enforceable to the fullest extentpermitted by law.  If any such term,provision, covenant, or remedy of this Agreement or the application thereof to

 

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any person, association, or entity or circumstances shall, to anyextent, be construed to be invalid or unenforceable in whole or in part, thensuch term, provision, covenant, or remedy shall be construed in a manner so asto permit its enforceability under the applicable law to the fullest extentpermitted by law.  In any case, theremaining provisions of this Agreement or the application thereof to anyperson, association, or entity or circumstances other than those to which theyhave been held invalid or unenforceable, shall remain in full force and effect.

 

8.10         ThisAgreement shall be binding upon and inure to the benefit of the Company, andany other person, association, or entity which may hereafter acquire or succeedto all or substantially all of the business or assets of the Company by anymeans whether direct or indirect, by purchase, merger, consolidation, orotherwise.  This Agreement shall bebinding upon and inure to the benefit of Employee, and his heirs, successorsand permitted assigns.  Employee’srights and obligations under Agreement hereof are personal and such rights,benefits, and obligations of Employee shall not be voluntarily or involuntarilyassigned, alienated, or transferred, whether by operation of law or otherwise,without the prior written consent of the Company.

 

8.11         ThisAgreement replaces and merges previous agreements and discussions pertaining tothe following subject matters covered herein: Employee’s prior employment bythe Company and any agreements regarding such relationship and the nature ofEmployee’s relationship with the Company and the term and termination of suchrelationship, except that this Agreement shall not replace or merge theIndemnification Agreement, the Deferred Bonus Plan or the option grants.  This Agreement and the Waiver andTermination Agreement executed as of the date hereof constitute the entireagreement of the parties with regard to such subject matters, and contain allof the covenants, promises, representations, warranties, and agreements betweenthe parties with respect to such subject matters; provided that Employee shallalso comply with all policies and procedures of the Company as established fromtime to time.  Each party to thisAgreement acknowledges that no representation, inducement, promise, or agreement,oral or written, has been made by either party with respect to such subjectmatters, which is not embodied herein, and that no agreement, statement, orpromise relating to the relationship between the Company and Employee that isnot contained in this Agreement shall be valid or binding.  Any modification of this Agreement will beeffective only if it is in writing and signed by each party whose rightshereunder are affected thereby, provided that any such modification must beauthorized or approved by the Board of Directors of the Company.

 

(*The remainder of this page isintentionally blank; counterpart signature pages follow.*)

 

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IN WITNESS WHEREOF, the Company and Employee have dulyexecuted this Agreement in multiple originals to be effective on the EffectiveDate of the Agreement.

 

 
| Company:                     | Employee:                                 |
|------------------------------|-------------------------------------------|
|                         |                                      |
| **CORNELL  COMPANIES, INC.** | **STEVEN  W. LOGAN**                      |
|                         |                                      |
|                         |                                      |
| By:                          | /s/ Harry J. Phillips, Jr.                |   | /s/ Steven W. Logan |   |
| Name:                        |   Harry ­J. Phillips, Jr.­ |   |   |
|                         | Authorized Signatory                      |   |   |

 

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