EXHIBIT
10.28
THE GEO GROUP,
INC.
2006 STOCK
INCENTIVE PLAN
1. ESTABLISHMENT,
EFFECTIVE DATE AND TERM
The GEO Group, Inc.,
a Florida corporation hereby establishes The GEO Group, Inc.
2006 Stock Incentive Plan. The Effective Date of the Plan
shall be the date that the Plan was approved by the
shareholders of GEO in accordance with the laws of the State
of Florida or such later date as provided in the resolutions
adopting the Plan; provided, however, no Award may be granted
unless and until the Plan has been approved by the
shareholders of GEO. Unless earlier terminated pursuant to
Section 15(k) hereof, the Plan shall terminate on the
tenth anniversary of the Effective Date. Capitalized terms
used herein are defined in Annex A attached hereto.
2.
PURPOSE
The purpose of the
Plan is to enable GEO to attract, retain, reward and motivate
Eligible Individuals by providing them with an opportunity to
acquire or increase a proprietary interest in GEO and to
incentivize them to expend maximum effort for the growth and
success of the Company, so as to strengthen the mutuality of
the interests between the Eligible Individuals and the
shareholders of GEO.
3.
ELIGIBILITY
Awards may be granted
under the Plan to any Eligible Individual, as determined by
the Committee from time to time, on the basis of their
importance to the business of the Company pursuant to the
terms of the Plan.
4.
ADMINISTRATION
(a)
Committee. The Plan shall be administered by the
Committee, which shall have the full power and authority to
take all actions, and to make all determinations not
inconsistent with the specific terms and provisions of the
Plan deemed by the Committee to be necessary or appropriate to
the administration of the Plan, any Award granted or any Award
Agreement entered into hereunder. The Committee may correct
any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Award Agreement in the
manner and to the extent it shall deem expedient to carry the
Plan into effect as it may determine in its sole discretion.
The decisions by the Committee shall be final, conclusive and
binding with respect to the interpretation and administration
of the Plan, any Award or any Award Agreement entered into
under the Plan.
(b)
Delegation to Officers or Employees. The Committee may
designate officers or employees of the Company to assist the
Committee in the administration of the Plan. The Committee may
delegate authority to officers or employees of the Company to
grant Awards and execute Award Agreements or other documents
on behalf of the Committee in connection with the
administration of the Plan, subject to whatever limitations or
restrictions the Committee may impose and in accordance with
applicable law.
(c)
Designation of Advisors. The Committee may designate
professional advisors to assist the Committee in the
administration of the Plan. The Committee may employ such
legal counsel, consultants, and agents as it may deem
desirable for the administration of the Plan and may rely upon
any advice and any computation received from any such counsel,
consultant, or agent. The Company shall pay all expenses and
costs incurred by the Committee for the engagement of any such
counsel, consultant, or agent.
(d)
Participants Outside the U.S. In order to conform with
the provisions of local laws and regulations in foreign
countries in which the Company operates, the Committee shall
have the sole discretion to (i) modify the terms and
conditions of the Awards granted under the Plan to Eligible
Individuals located outside the United States;
(ii) establish subplans with such modifications as may be
necessary or advisable under the circumstances present by
local laws and regulations; and (iii) take any action
which it deems advisable to
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comply with or
otherwise reflect any necessary governmental regulatory
procedures, or to obtain any exemptions or approvals necessary
with respect to the Plan or any subplan established
hereunder.
(e)
Liability and Indemnification. No Covered Individual
shall be liable for any action or determination made in good
faith with respect to the Plan, any Award granted hereunder or
any Award Agreement entered into hereunder. The Company shall,
to the maximum extent permitted by applicable law and the
Articles of Incorporation and Bylaws of GEO, indemnify and
hold harmless each Covered Individual against any cost or
expense (including reasonable attorney fees reasonably
acceptable to the Company) or liability (including any amount
paid in settlement of a claim with the approval of the
Company), and amounts advanced to such Covered Individual
necessary to pay the foregoing at the earliest time and to the
fullest extent permitted, arising out of any act or omission
to act in connection with the Plan, any Award granted
hereunder or any Award Agreement entered into hereunder. Such
indemnification shall be in addition to any rights of
indemnification such individuals may have under applicable law
or under the Articles of Incorporation or Bylaws of GEO.
Notwithstanding anything else herein, this indemnification
will not apply to the actions or determinations made by a
Covered Individual with regard to Awards granted to such
Covered Individual under the Plan or arising out of such
Covered Individual’s own fraud or bad faith.
5. SHARES OF COMMON
STOCK SUBJECT TO PLAN
(a) Shares
Available for Awards. The Common Stock that may be issued
pursuant to Awards granted under the Plan shall be treasury
shares or authorized but unissued shares of the Common Stock.
The total number of shares of Common Stock that may be issued
pursuant to Awards granted under the Plan shall be the sum of
Three Hundred Thousand (300,000) shares.
(b) Maximum
Shares Issuable During a Fiscal Year. The maximum number
of shares of Common Stock that may be issued under all Awards
granted in a fiscal year shall not exceed three percent (3%)
of GEO’s maximum authorized and outstanding shares of
Common Stock at any time during said fiscal year; provided,
however, that (i) such limitation shall not include any
substitute grants made in settlement of any awards under any
other plan sponsored by GEO or substitute grants or equity
assumed in connection with a corporate transaction, and
(ii) any shares of Common Stock repurchased or redeemed
by GEO after any Awards have been made which have been
authorized by the Board shall nevertheless be deemed to be
outstanding for purposes of calculating whether there has been
a violation of this Section 5(b).
(c) Certain
Limitations on Specific Types of Awards. The granting of
Awards under this Plan shall be subject to the following
limitations:
(i) With respect
to the shares of Common Stock reserved pursuant to this
Section, a maximum of One Hundred and Fifty Thousand (150,000)
of such shares may be subject to grants of Incentive Stock
Options;
(ii) With
respect to the shares of Common Stock reserved pursuant to
this Section, a maximum of One Hundred and Fifty Thousand
(150,000) of such shares may be issued in connection with
Awards, other than Stock Options and Stock Appreciation
Rights, that are settled in Common Stock;
(iii) With
respect to the shares of Common Stock reserved pursuant to
this Section, a maximum of One Hundred and Fifty Thousand
(150,000) of such shares may be subject to grants of Options
or Stock Appreciation Rights to any one Eligible Individual
during any one fiscal year;
(iv) With
respect to the shares of Common Stock reserved pursuant to
this Section, a maximum of One Hundred and Fifty Thousand
(150,000) of such shares may be subject to grants of
Performance Shares, Restricted Stock, and Awards of Common
Stock to any one Eligible Individual during any one fiscal
year; and
(v) The maximum
value at Grant Date of grants of Performance Units which may
be granted to any one Eligible Individual during any one
fiscal year shall be $1,000,000.
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(d)
Reduction of Shares Available for Awards. Upon the
granting of an Award, the number of shares of Common Stock
available under this Section hereof for the granting of
further Awards shall be reduced as follows:
(i) In
connection with the granting of an Option or Stock
Appreciation Right, the number of shares of Common Stock shall
be reduced by the number of shares of Common Stock subject to
the Option or Stock Appreciation Right;
(ii) In
connection with the granting of an Award that is settled in
Common Stock, other than the granting of an Option or Stock
Appreciation Right, the number of shares of Common Stock shall
be reduced by the number of shares of Common Stock subject to
the Award; and
(iii) Awards
settled in cash shall not count against the total number of
shares of Common Stock available to be granted pursuant to the
Plan.
(e)
Cancelled, Forfeited, or Surrendered Awards.
Notwithstanding anything to the contrary in this Plan, if any
Award is cancelled, forfeited or terminated for any reason
prior to exercise or becoming vested in full, the shares of
Common Stock that were subject to such Award shall, to the
extent cancelled, forfeited or terminated, immediately become
available for future Awards granted under the Plan as if said
Award had never been granted; provided, however, that any
shares of Common Stock subject to an Award which is cancelled,
forfeited or terminated in order to pay the Exercise Price,
purchase price or any taxes or tax withholdings on an Award
shall not be available for future Awards granted under the
Plan.
(f)
Recapitalization. If the outstanding shares of Common
Stock are increased or decreased or changed into or exchanged
for a different number or kind of shares or other securities
of GEO by reason of any recapitalization, reclassification,
reorganization, stock split, reverse split, combination of
shares, exchange of shares, stock dividend or other
distribution payable in capital stock of GEO or other increase
or decrease in such shares effected without receipt of
consideration by GEO occurring after the Effective Date, an
appropriate and proportionate adjustment shall be made by the
Committee to (i) the aggregate number and kind of shares
of Common Stock available under the Plan, (ii) the
aggregate limit of the number of shares of Common Stock that
may be granted pursuant to an Incentive Stock Option,
(iii) the limits on the number of shares of Common Stock
that may be granted to an Eligible Employee in any one fiscal
year, (iv) the calculation of the reduction of shares of
Common Stock available under the Plan, (v) the number and
kind of shares of Common Stock issuable upon exercise (or
vesting) of outstanding Awards granted under the Plan;
(vi) the Exercise Price of outstanding Options granted
under the Plan, and/or (vii) the number of shares of
Common Stock subject to Awards granted to Non-Employee
Directors under Section 10. No fractional shares of
Common Stock or units of other securities shall be issued
pursuant to any such adjustment under this Section 5(f),
and any fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest
whole share or unit. Any adjustments made under this
Section 5(f) with respect to any Incentive Stock Options
must be made in accordance with Code Section 424.
6.
OPTIONS
(a) Grant of
Options. Subject to the terms and conditions of the Plan,
the Committee may grant to such Eligible Individuals as the
Committee may determine, Options to purchase such number of
shares of Common Stock and on such terms and conditions as the
Committee shall determine in its sole and absolute discretion.
Each grant of an Option shall satisfy the requirements set
forth in this Section.
(b) Type of
Options. Each Option granted under the Plan may be
designated by the Committee, in its sole discretion, as either
(i) an Incentive Stock Option, or (ii) a
Non-Qualified Stock Option. Options designated as Incentive
Stock Options that fail to continue to meet the requirements
of Code Section 422 shall be re-designated as
Non-Qualified Stock Options automatically on the date of such
failure to continue to meet such requirements without further
action by the Committee. In the absence of any designation,
Options granted under the Plan will be deemed to be
Non-Qualified Stock Options.
(c) Exercise
Price. Subject to the limitations set forth in the Plan
relating to Incentive Stock Options, the Exercise Price of an
Option shall be fixed by the Committee and stated in the
respective Award Agreement,
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provided that the
Exercise Price of the shares of Common Stock subject to such
Option may not be less than Fair Market Value of such Common
Stock on the Grant Date, or if greater, the par value of the
Common Stock.
(d)
Limitation on Repricing. Unless such action is approved
by GEO’s shareholders in accordance with applicable law:
(i) no outstanding Option granted under the Plan may be
amended to provide an Exercise Price that is lower than the
then-current Exercise Price of such outstanding Option (other
than adjustments to the Exercise Price pursuant to
Sections 5(d) and 12); (ii) the Committee may not
cancel any outstanding Option and grant in substitution
therefore new Awards under the Plan covering the same or a
different number of shares of Common Stock and having an
Exercise Price lower than the then-current Exercise Price of
the cancelled Option (other than adjustments to the Exercise
Price pursuant to Sections 5(f) and 12); and
(iii) the Committee may not authorize the repurchase of
an outstanding Option which has an Exercise Price that is
higher than the then-current fair market value of the Common
Stock (other than adjustments to the Exercise Price pursuant
to Sections 5(f) and 12).
(e)
Limitation on Option Period. Subject to the limitations
set forth in the Plan relating to Incentive Stock Options,
Options granted under the Plan and all rights to purchase
Common Stock thereunder shall terminate no later than the
tenth anniversary of the Grant Date of such Options, or on
such earlier date as may be stated in the Award Agreement
relating to such Option. In the case of Options expiring prior
to the tenth anniversary of the Grant Date, the Committee may
in its discretion, at any time prior to the expiration or
termination of said Options, extend the term of any such
Options for such additional period as it may determine, but in
no event beyond the tenth anniversary of the Grant Date
thereof.
(f)
Limitations on Incentive Stock Options. Notwithstanding
any other provisions of the Plan, the following provisions
shall apply with respect to Incentive Stock Options granted
pursuant to the Plan.
(i)
Limitation on Grants. Incentive Stock Options may only
be granted to Section 424 Employees. The aggregate Fair
Market Value (determined at the time such Incentive Stock
Option is granted) of the shares of Common Stock for which any
individual may have Incentive Stock Options which first become
vested and exercisable in any calendar year (under all
incentive stock option plans of the Company) shall not exceed
$100,000. Options granted to such individual in excess of the
$100,000 limitation, and any Options issued subsequently which
first become vested and exercisable in the same calendar year,
shall automatically be treated as Non-Qualified Stock
Options.
(ii) Minimum
Exercise Price. In no event may the Exercise Price of a
share of Common Stock subject an Incentive Stock Option be
less than 100% of the Fair Market Value of such share of
Common Stock on the Grant Date.
(iii) Ten
Percent Shareholder. Notwithstanding any other provision
of the Plan to the contrary, in the case of Incentive Stock
Options granted to a Section 424 Employee who, at the
time the Option is granted, owns (after application of the
rules set forth in Code Section 424(d)) stock possessing
more than ten percent of the total combined voting power of
all classes of stock of GEO, such Incentive Stock Options
(i) must have an Exercise Price per share of Common Stock
that is at least 110% of the Fair Market Value as of the Grant
Date of a share of Common Stock, and (ii) must not be
exercisable after the fifth anniversary of the Grant
Date.
(g) Vesting
Schedule and Conditions. No Options may be exercised prior
to the satisfaction of the conditions and vesting schedule
provided for in the Award Agreement relating thereto. Except
as otherwise provided by the Committee in an Award Agreement
in its sole and absolute discretion, subject to
Sections 10, 12 and 13 of the Plan, Options covered by
any Award under this Plan that are subject solely to a future
service requirement shall vest as follows: (i) 20% of the
Options subject to an Award shall vest immediately upon the
Grant Date; and (ii) the remaining 80% of the Options
subject to an Award shall vest over the four-year period
immediately following the Grant Date in equal annual
increments of 20%, with one increment vesting on each
anniversary date of the Grant Date.
(h)
Exercise. When the conditions to the exercise of an
Option have been satisfied, the Participant may exercise the
Option only in accordance with the following provisions. The
Participant shall deliver to GEO a
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written notice
stating that the Participant is exercising the Option and
specifying the number of shares of Common Stock which are to
be purchased pursuant to the Option, and such notice shall be
accompanied by payment in full of the Exercise Price of the
shares for which the Option is being exercised, by one or more
of the methods provided for in the Plan. Said notice must be
delivered to GEO at its principal office and addressed to the
attention of John J. Bulfin, General Counsel, The GEO Group
Inc., 621 NW 53rd Street, Suite 700, Boca Raton, Florida
33487. An attempt to exercise any Option granted hereunder
other than as set forth in the Plan shall be invalid and of no
force and effect.
(i)
Payment. Payment of the Exercise Price for the shares
of Common Stock purchased pursuant to the exercise of an
Option shall be made by one of the following methods:
(i) by cash,
certified or cashier’s check, bank draft or money
order;
(ii) through the
delivery to GEO of shares of Common Stock which have been
previously owned by the Participant for the requisite period
necessary to avoid a charge to GEO’s earnings for
financial reporting purposes; such shares shall be valued, for
purposes of determining the extent to which the Exercise Price
has been paid thereby, at their Fair Market Value on the date
of exercise; without limiting the foregoing, the Committee may
require the Participant to furnish an opinion of counsel
acceptable to the Committee to the effect that such delivery
would not result in GEO incurring any liability under
Section 16(b) of the Exchange Act; or
(iii) by any
other method which the Committee, in its sole and absolute
discretion and to the extent permitted by applicable law, may
permit, including, but not limited to, any of the following:
(A) through a “cashless exercise sale and
remittance procedure” pursuant to which the Participant
shall concurrently provide irrevocable instructions
(1) to a brokerage firm approved by the Committee to
effect the immediate sale of the purchased shares and remit to
GEO, out of the sale proceeds available on the settlement
date, sufficient funds to cover the aggregate Exercise Price
payable for the purchased shares plus all applicable federal,
state and local income, employment, excise, foreign and other
taxes required to be withheld by the Company by reason of such
exercise and (2) to GEO to deliver the certificates for
the purchased shares directly to such brokerage firm in order
to complete the sale; or (B) by any other method as may
be permitted by the Committee.
(j)
Termination of Employment, Disability or Death. Unless
otherwise provided in an Award Agreement, upon the termination
of the employment or other service of a Participant with
Company for any reason, all of the Participant’s
outstanding Options (whether vested or unvested) shall be
subject to the rules of this paragraph. Upon such termination,
the Participant’s unvested Options shall expire.
Notwithstanding anything in this Plan to the contrary, the
Committee may provide, in its sole and absolute discretion,
that following the termination of employment or other service
of a Participant with the Company for any reason (i) any
unvested Options held by the Participant that vest solely upon
a future service requirement shall vest in whole or in part,
at any time subsequent to such termination of employment or
other service, and or (ii) a Participant or the
Participant’s estate, devisee or heir at law (whichever
is applicable), may exercise an Option, in whole or in part,
at any time subsequent to such termination of employment or
other service and prior to the termination of the Option
pursuant to its terms. Unless otherwise determined by the
Committee, temporary absence from employment because of
illness, vacation, approved leaves of absence or military
service shall not constitute a termination of employment or
other service.
(i)
Termination for Reason Other Than Cause, Disability or
Death. If a Participant’s termination of employment
or other service is for any reason other than death,
Disability, Cause or a voluntary termination within ninety
(90) days after occurrence of an event which would be
grounds for termination of employment or other service by the
Company for Cause, any Option held by such Participant, may be
exercised, to the extent exercisable at termination, by the
Participant at any time within a period not to exceed ninety
(90) days from the date of such termination, but in no
event after the termination of the Option pursuant to its
terms.
(ii)
Disability. If a Participant’s termination of
employment or other service with the Company is by reason of a
Disability of such Participant, the Participant shall have the
right at any time within a period
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not to exceed one
(1) year after such termination, but in no event after
the termination of the Option pursuant to its terms, to
exercise, in whole or in part, any vested portion of the
Option held by such Participant at the date of such
termination; provided, however, that if the Participant
dies within such period, any vested Option held by such
Participant upon death shall be exercisable by the
Participant’s estate, devisee or heir at law (whichever
is applicable) for a period not to exceed one (1) year
after the Participant’s death, but in no event after the
termination of the Option pursuant to its terms.
(iii)
Death. If a Participant dies while in the employment or
other service of the Company, the Participant’s estate
or the devisee named in the Participant’s valid last
will and testament or the Participant’s heir at law who
inherits the Option has the right, at any time within a period
not to exceed one (1) year after the date of such
Participant’s death, but in no event after the
termination of the Option pursuant to its terms, to exercise,
in whole or in part, any portion of the vested Option held by
such Participant at the date of such Participant’s
death.
(iv)
Termination for Cause. In the event the termination is
for Cause or is a voluntary termination within ninety
(90) days after occurrence of an event which would be
grounds for termination of employment or other service by the
Company for Cause (without regard to any notice or cure period
requirement), any Option held by the Participant at the time
of such termination shall be deemed to have terminated and
expired upon the date of such termination.
7. STOCK APPRECIATION
RIGHTS
(a) Grant of
Stock Appreciation Rights. Subject to the terms and
conditions of the Plan, the Committee may grant to such
Eligible Individuals as the Committee may determine, Stock
Appreciation Rights, in such amounts and on such terms and
conditions as the Committee shall determine in its sole and
absolute discretion. Each grant of a Stock Appreciation Right
shall satisfy the requirements as set forth in this
Section.
(b) Terms
and Conditions of Stock Appreciation Rights. Unless
otherwise provided in an Award Agreement, the terms and
conditions (including, without limitation, the limitations on
the Exercise Price, exercise period, repricing and
termination) of the Stock Appreciation Right shall be
substantially identical (to the extent possible taking into
account the differences related to the character of the Stock
Appreciation Right) to the terms and conditions that would
have been applicable under Section 6 above were the grant
of the Stock Appreciation Rights a grant of an Option.
(c) Exercise
of Stock Appreciation Rights. Stock Appreciation Rights
shall be exercised by a Participant only by written notice
delivered to the General Counsel of GEO, specifying the number
of shares of Common Stock with respect to which the Stock
Appreciation Right is being exercised.
(d) Payment
of Stock Appreciation Right. Unless otherwise provided in
an Award Agreement, upon exercise of a Stock Appreciation
Right, the Participant or Participant’s estate, devisee
or heir at law (whichever is applicable) shall be entitled to
receive payment, in cash, in shares of Common Stock, or in a
combination thereof, as determined by the Committee in its
sole and absolute discretion. The amount of such payment shall
be determined by multiplying the excess, if any, of the Fair
Market Value of a share of Common Stock on the date of
exercise over the Fair Market Value of a share of Common Stock
on the Grant Date, by the number of shares of Common Stock
with respect to which the Stock Appreciation Rights are then
being exercised. Notwithstanding the foregoing, the Committee
may limit in any manner the amount payable with respect to a
Stock Appreciation Right by including such limitation in the
Award Agreement.
8. RESTRICTED
STOCK
(a) Grant of
Restricted Stock. Subject to the terms and conditions of
the Plan, the Committee may grant to such Eligible Individuals
as the Committee may determine, Restricted Stock, in such
amounts and on such terms and conditions as the Committee
shall determine in its sole and absolute discretion. Each
grant of Restricted Stock shall satisfy the requirements as
set forth in this Section.
(b)
Restrictions. The Committee shall impose such
restrictions on any Restricted Stock granted pursuant to the
Plan as it may deem advisable including, without limitation;
time based vesting restrictions, or the
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attainment of
Performance Goals. Except as otherwise provided by the
Committee in an Award Agreement in its sole and absolute
discretion, subject to Sections 10, 12 and 13 of the
Plan, Restricted Stock covered by any Award under this Plan
that are subject solely to a future service requirement shall
vest over the four-year period immediately following the Grant
Date in equal annual increments of 25%, with one increment
vesting on each anniversary date of the Grant Date. Shares of
Restricted Stock subject to the attainment of Performance
Goals will be released from restrictions only after the
attainment of such Performance Goals has been certified by the
Committee in accordance with Section 9(c).
(c)
Certificates and Certificate Legend. With respect to a
grant of Restricted Stock, the Company may issue a certificate
evidencing such Restricted Stock to the Participant or issue
and hold such shares of Restricted Stock for the benefit of
the Participant until the applicable restrictions expire. The
Company may legend the certificate representing Restricted
Stock to give appropriate notice of such restrictions. In
addition to any such legends, each certificate representing
shares of Restricted Stock granted pursuant to the Plan shall
bear the following legend:
“The sale or
other transfer of the shares of stock represented by this
certificate, whether voluntary, involuntary, or by operation
of law, are subject to certain terms, conditions, and
restrictions on transfer as set forth in The GEO Group, Inc.
2006 Stock Incentive Plan (the “Plan”), and in an
Agreement entered into by and between the registered owner of
such shares and The GEO Group, Inc. (the
“Company”),
dated
(the “Award Agreement”). A copy of the Plan and
the Award Agreement may be obtained from the Secretary of the
Company.”
(d) Removal
of Restrictions. Except as otherwise provided in the Plan,
shares of Restricted Stock shall become freely transferable by
the Participant upon the lapse of the applicable restrictions.
Once the shares of Restricted Stock are released from the
restrictions, the Participant shall be entitled to have the
legend required by paragraph (c) above removed from the
share certificate evidencing such Restricted Stock and the
Company shall pay or distribute to the Participant all
dividends and distributions held in escrow by the Company with
respect to such Restricted Stock.
(e)
Shareholder Rights. Unless otherwise provided in an
Award Agreement, until the expiration of all applicable
restrictions, (i) the Restricted Stock shall be treated
as outstanding, (ii) the Participant holding shares of
Restricted Stock may exercise full voting rights with respect
to such shares, and (iii) the Participant holding shares
of Restricted Stock shall be entitled to receive all dividends
and other distributions paid with respect to such shares while
they are so held. If any such dividends or distributions are
paid in shares of Common Stock, such shares shall be subject
to the same restrictions on transferability and forfeitability
as the shares of Restricted Stock with respect to which they
were paid. Notwithstanding anything to the contrary, at the
discretion of the Committee, all such dividends and
distributions may be held in escrow by the Company (subject to
the same restrictions on forfeitability) until all
restrictions on the respective Restricted Stock have
lapsed.
(f)
Termination of Service. Unless otherwise provided in a
Award Agreement, if a Participant’s employment or other
service with the Company terminates for any reason, all
unvested shares of Restricted Stock held by the Participant
and any dividends or distributions held in escrow by GEO with
respect to such Restricted Stock shall be forfeited
immediately and returned to the Company. Notwithstanding this
paragraph, all grants of Restricted Stock that vest solely
upon the attainment of Performance Goals shall be treated
pursuant to the terms and conditions that would have been
applicable under Section 9(c) as if such grants of
Restricted Stock were Awards of Performance Shares.
Notwithstanding anything in this Plan to the contrary, the
Committee may provide, in its sole and absolute discretion,
that following the termination of employment or other service
of a Participant with the Company for any reason, any unvested
shares of Restricted Stock held by the Participant that vest
solely upon a future service requirement shall vest in whole
or in part, at any time subsequent to such termination of
employment or other service.
9. PERFORMANCE SHARES
A
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