Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement"), is entered into between CORNELL
COMPANIES, INC., a Delaware corporation having offices at 1700 West Loop South,
Suite 1500, Houston, Texas 77027 ("Company"), and STEVEN W. LOGAN ("Employee")
executed on September 18, 2002 and effective as of October 1, 2002 (the
"Effective Date").
WITNESSETH:
WHEREAS, the Company is desirous of retaining the services of Employee pursuant
to the terms and conditions and for the consideration set forth in this
Agreement, and Employee is desirous of providing services to the Company
pursuant to such terms and conditions and for such consideration;
NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and
obligations contained herein, the Company and Employee agree as follows:
ARTICLE 1: TERM AND DUTIES
1.1
The Company agrees to retain Employee, and Employee agrees to
provide services to the Company, beginning as of the Effective Date and
continuing until December 31, 2003, subject to the terms and conditions of this
Agreement (the "Term").
1.2
Employee shall perform such responsibilities in the capacity of
Transition Services Facilitator as reasonably agreed to between Employee and the
Board of Directors or the Executive Chairman, such responsibilities to include
corresponding with federal and state regulatory agencies.
1.3
EMPLOYEE HAS HAD AND CONTINUES TO HAVE ACCESS TO CONFIDENTIAL
INFORMATION INCLUDING, BUT NOT LIMITED TO, THE COMPANY'S BOOKS, RECORDS AND
DOCUMENTS, BUSINESS ACQUISITION AND EXPANSION PLANS, TECHNICAL INFORMATION
CONCERNING THE COMPANY'S OPERATIONAL METHODS, SERVICES AND PROCESSES,
CONSTRUCTION PLANS, PROCUREMENT PROCEDURES AND PRICING TECHNIQUES, THE NAMES OF
CUSTOMERS AND OTHER NONPUBLIC INFORMATION (E.G., CREDIT AND FINANCIAL DATA)
CONCERNING THE COMPANY'S CUSTOMERS AND BUSINESS ASSOCIATES, ALL OF WHICH
COMPRISE CONFIDENTIAL BUSINESS INFORMATION AND TRADE SECRETS OF THE COMPANY AND
ALL OF WHICH ARE VALUABLE, SPECIAL, AND UNIQUE ASSETS OF THE COMPANY THAT THE
COMPANY USES IN ITS BUSINESS TO OBTAIN A COMPETITIVE ADVANTAGE OVER THE
COMPANY'S COMPETITORS WHICH DO NOT KNOW OR USE THIS INFORMATION ("CONFIDENTIAL
INFORMATION").
CONFIDENTIAL INFORMATION SHALL NOT INCLUDE ANY INFORMATION THAT
IS 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 ANYONE ELSE OR ANY OTHER PERSON OR ENTITY, THE CONFIDENTIAL
INFORMATION GAINED WHILE EMPLOYED BY THE COMPANY.
EMPLOYEE ACKNOWLEDGES THAT
MONEY DAMAGES WOULD NOT BE SUFFICIENT REMEDY FOR ANY BREACH OF THIS SECTION BY
EMPLOYEE, AND THE COMPANY SHALL BE ENTITLED TO ENFORCE ANY PROVISIONS OF THIS
SECTION BY TERMINATING THE EMPLOYMENT RELATIONSHIP, TERMINATING ANY UNVESTED
PAYMENTS THEN OWING TO EMPLOYEE UNDER THIS AGREEMENT, AND/OR TO SPECIFIC
PERFORMANCE AND INJUNCTIVE RELIEF AS REMEDIES FOR SUCH BREACH OR ANY THREATENED
BREACH.
SUCH REMEDIES SHALL NOT BE DEEMED THE EXCLUSIVE REMEDIES FOR A BREACH
OF THIS SECTION, BUT SHALL BE IN ADDITION TO ALL REMEDIES AVAILABLE AT LAW OR IN
EQUITY TO THE COMPANY, INCLUDING, WITHOUT LIMITATION, THE RECOVERY OF DAMAGES
FROM EMPLOYEE AND HIS AGENTS INVOLVED IN THIS BREACH.
FOR PURPOSES OF THIS
SECTION 1.3, THE TERM "COMPANY" SHALL