Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of this
14th day of March, 2005, by and between Cornell Companies, Inc., a Delaware
corporation (the "Company") and James E. Hyman (the "Employee").
1.
EMPLOYMENT AND TERM. THE COMPANY AGREES
TO EMPLOY THE EMPLOYEE AND THE EMPLOYEE AGREES TO REMAIN IN THE EMPLOY OF THE
COMPANY, IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS AGREEMENT, FOR THE
PERIOD BEGINNING ON THE DATE HEREOF.
FROM THE DATE HEREOF, 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 (THE "EMPLOYMENT PERIOD").
2.
DUTIES AND POWERS OF EMPLOYEE. DURING
THE EMPLOYMENT PERIOD, THE EMPLOYEE SHALL SERVE AS THE CHIEF EXECUTIVE OFFICER
AND CHAIRMAN OF THE BOARD OF DIRECTORS 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"). THE EMPLOYEE'S SERVICES SHALL BE
PERFORMED IN HOUSTON, TEXAS.
DURING THE EMPLOYMENT PERIOD, EMPLOYEE SHALL
DEVOTE SUBSTANTIALLY 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 INTERESTS 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 EMPLOYEE SHALL
CONTINUE TO REFRAIN FROM USING FOR HIS OWN BENEFIT OR THE BENEFIT OF OTHERS, OR
FROM DISCLOSING TO OTHERS, ANY CONFIDENTIAL INFORMATION (AS DEFINED IN
SECTION 10) OR CONFIDENTIAL OPPORTUNITIES PERTAINING TO THE COMPANY'S BUSINESS
OR INTERESTS THAT WERE ENTRUSTED TO THE EMPLOYEE DURING THE EMPLOYMENT
RELATIONSHIP OR THAT HE LEARNED WHILE EMPLOYED BY THE COMPANY.