Exhibit 10.3
EMPLOYMENT/SEPARATION AGREEMENT
THIS EMPLOYMENT/SEPARATION AGREEMENT (the "Agreement") is made
and entered into as of this 15th day of March, 2005 ("Effective Date"), by and
between Cornell Companies, Inc., a Delaware corporation (the "Company") and John
R. Nieser, an individual (the "Employee").
1.
EMPLOYMENT AND TERM. THE COMPANY AGREES TO CONTINUE THE
EMPLOYMENT OF THE EMPLOYEE AND THE EMPLOYEE AGREES TO REMAIN IN THE EMPLOY OF
THE COMPANY, IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS AGREEMENT.
FROM THE EFFECTIVE DATE UNTIL MARCH 14, 2007, EMPLOYEE'S EMPLOYMENT TERM SHALL
BE A ROLLING TWO-YEAR TERM, WHICH WILL AUTOMATICALLY EXTEND SO AS TO TERMINATE
IN TWO (2) YEARS FROM THE LAST DAY WORKED BY THE EMPLOYEE.
IF THIS AGREEMENT
HAS NOT ALREADY BEEN TERMINATED, BEGINNING ON MARCH 15, 2007 UNTIL MARCH 14,
2008, THE EMPLOYEE'S EMPLOYMENT TERM SHALL BE A ROLLING ONE YEAR TERM, WHICH
WILL AUTOMATICALLY EXTEND SO AS TO TERMINATE IN ONE (1) YEAR FROM THE LAST DAY
WORKED BY THE EMPLOYEE (THESE TWO TERMS TOGETHER ARE THE "EMPLOYMENT PERIOD").
2.
DUTIES AND POWERS OF EMPLOYEE. DURING THE EMPLOYMENT PERIOD, THE
EMPLOYEE SHALL SERVE AS THE CHIEF FINANCIAL OFFICER OF THE COMPANY AND SHALL
HAVE THE DUTIES, POWERS AND AUTHORITY AS SET FORTH IN THE BYLAWS AND SUCH OTHER
POWERS CONSISTENT THEREWITH AS ARE DELEGATED TO HIM IN WRITING FROM TIME TO TIME
BY THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD") AND/OR THE CHIEF
EXECUTIVE OFFICER OF THE COMPANY. THE EMPLOYEE'S SERVICES SHALL BE PERFORMED IN
HOUSTON, TEXAS.
DURING THE EMPLOYMENT PERIOD, EMPLOYEE SHALL DEVOTE
SUBSTANTIALLY ALL HIS FULL TIME AND UNDIVIDED ATTENTION DURING NORMAL BUSINESS
HOURS TO THE BUSINESS AND AFFAIRS OF THE COMPANY, EXCEPT FOR VACATIONS IN
ACCORDANCE WITH COMPANY POLICY AND EXCEPT FOR DISABILITY (AS DEFINED BELOW), BUT
NOTHING IN THIS AGREEMENT SHALL PRECLUDE EMPLOYEE FROM SERVING AS A DIRECTOR OF
NO MORE THAN ONE FOR-PROFIT COMPANY INVOLVING NO CONFLICT OF INTEREST WITH THE
INTERESTS OF THE COMPANY, FROM ENGAGING IN CHARITABLE AND COMMUNITY ACTIVITIES,
OR FROM MANAGING HIS PERSONAL INVESTMENTS, PROVIDED THAT SUCH ACTIVITIES DO NOT
MATERIALLY INTERFERE WITH THE REGULAR PERFORMANCE OF HIS DUTIES AND
RESPONSIBILITIES UNDER THIS AGREEMENT.
3.
DUTIES OF FIDUCIARY AND OF LOYALTY.
THE EMPLOYEE ACKNOWLEDGES
AND AGREES THAT, AT ALL TIMES DURING THE EMPLOYMENT PERIOD, THE EMPLOYEE OWES
FIDUCIARY DUTIES TO THE COMPANY, INCLUDING, BUT NOT LIMITED TO, FIDUCIARY DUTIES
OF THE HIGHEST LOYALTY, FIDELITY AND ALLEGIANCE, TO ACT AT ALL TIMES IN THE BEST
INTEREST OF THE COMPANY, TO MAKE FULL DISCLOSURE TO THE COMPANY OF ALL
INFORMATION THAT PERTAINS TO THE COMPANY'S BUSINESS AND INTERESTS, TO DO NO ACT
WHICH WOULD INJURE THE COMPANY'S BUSINESS, ITS INTERESTS, OR ITS REPUTATION, AND
TO REFRAIN FROM USING FOR THE EMPLOYEE'S OWN BENEFIT OR FOR THE BENEFIT OF
OTHERS ANY INFORMATION OR OPPORTUNITIES PERTAINING TO THE COMPANY'S BUSINESS OR
INTERESTS THAT ARE ENTRUSTED TO THE EMPLOYEE OR THAT HE LEARNED WHILE EMPLOYED
BY THE COMPANY.
THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT, UPON TERMINATION OF
THE EMPLOYMENT PERIOD, THE