<PAGE>
EXHIBIT 10.15
AMENDED AND RESTATED
CORRECTIONS CORPORATION OF AMERICA
1997 EMPLOYEE SHARE INCENTIVE PLAN
CCA Prison Realty Trust, a Maryland real estate investment trust
and
predecessor by merger to Corrections
Corporation of America, a Maryland
corporation formerly known as Prison Realty
Trust, Inc. and Prison Realty
Corporation (the "Company"), initially
adopted the Corrections Corporation of
America 1997 Employee Share Incentive Plan
(formerly known as the CCA Prison
Realty Trust 1997 Employee Share Incentive
Plan) (the "Plan") effective April
21, 1997 for the benefit of, among others,
its key employees and the key
employees of its Subsidiaries and
Affiliates (each as defined herein). The
Company hereby amends and restates the
Plan, effective February 18, 2004.
SECTION 1. PURPOSE; DEFINITIONS.
The purpose of the Plan is to enable the Company to attract, retain
and
reward key employees of the Company and the
Chairman of the Company's Board of
Directors (the "Board"), and strengthen the
mutuality of interests between such
individuals and the Company's shareholders,
by offering such individuals
performance-based share incentives and/or
other equity interests or equity-based
incentives in the Company, as well as
performance-based incentives payable in
cash.
For purposes of the Plan, the following terms shall be defined as
set
forth below:
a.
"Affiliate" means any entity other than the Company and its
Subsidiaries that is designated by the
Board as a participating employer under
the Plan, provided that the Company
directly or indirectly owns at least 20% of
the combined voting power of all classes of
stock of such entity or at least 20%
of the ownership interests in such
entity.
b.
"Award" means a Share Option, Share Appreciation Right,
Restricted Share, Deferred Share, Share
Purchase Right and/or other Share-Based
Award granted hereunder.
c.
"Board" means the Board of Directors of the Company.
d.
"Book Value" means, as of any given date, on a per share basis
(i) the shareholders' equity in the Company
as of the end of the immediately
preceding fiscal year as reflected in the
Company's consolidated balance sheet,
subject to such adjustments as the
Committee shall specify at or after grant,
divided by (ii) the number of then
outstanding Shares as of such year-end date
(as adjusted by the Committee for
subsequent events).
e.
"Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any successor
thereto.
<PAGE>
f.
"Committee" means the Committee referred to in Section 2 of
the Plan. If at any time no Committee shall
be in office, then the functions of
the Committee specified in the Plan shall
be exercised by the Board.
g.
"Company" means Corrections Corporation of America, a Maryland
corporation formerly known as Prison Realty
Trust, Inc. and Prison Realty
Corporation and successor by merger to CCA
Prison Realty Trust, a Maryland real
estate investment trust, or any successor
corporation or trust.
h.
"Deferral Period" means the period described in Section 8(a)
below.
i.
"Deferred Shares" means an award made pursuant to Section 8
below of the right to receive Shares at the
end of a specified Deferral Period.
j.
"Disability" means disability as determined under procedures
established by the Committee for purposes
of this Plan.
k.
"Early Retirement" means retirement, with the express consent
for purposes of this Plan of the Company at
or before the time of such
retirement, from active employment with the
Company and any Subsidiary or
Affiliate on or after attainment of age
sixty-two (62) but before attainment of
age sixty-five (65).
l.
"Fair Market Value" means, as of any given date, unless
otherwise determined by the Committee in
good faith, the reported closing price
of the Shares on the New York Stock
Exchange or, if no such sale of Shares is
reported on the New York Stock Exchange on
such date, the fair market value of
the Shares as determined by the Committee
in good faith.
m.
"Immediate Family Member" means a person described in Section
5(e) below.
n.
"Incentive Option" means any Share Option intended to be and
designated as an "Incentive Stock Option"
within the meaning of Section 422 of
the Code.
o.
"Non-Qualified Option" means any Share Option that is not an
Incentive Option.
p. "Normal Retirement" means retirement from active employment with
the
Company and any Subsidiary or Affiliate on
or after age 65.
q. "Other
Share-Based Award" means an award under Section 10 below that
is valued in whole or in part by reference
to, or is otherwise based on, Shares.
r. "Plan" means this Corrections Corporation of America 1997
Employee
Share Incentive Plan, as amended and
restated to date and as hereinafter amended
and/or restated from time to time.
2
<PAGE>
s.
"Restricted Shares" means an award of Shares that is subject
to restrictions under Section 7 below.
t.
"Restriction Period" means the period described in Section
7(c) below.
u.
"Retirement" means Normal or Early Retirement.
v.
"Shares" means shares of the Company's common stock, $.01 par
value per share (on a post-May 2001 reverse
stock split basis).
w.
"Share Appreciation Right" means the right pursuant to an
Award granted under Section 6 below to
receive upon exercise an amount equal to
the excess of the Fair Market Value of one
Share over the price per share
specified in the Award agreement multiplied
by the number of Shares in respect
of which a Share Appreciation Right has
been exercised.
x.
"Share Option" or "Option" means any option to purchase Shares
(including Restricted Shares and Deferred
Shares, if the Committee so
determines) granted pursuant to Section 5
below.
y.
"Share Purchase Right" means the right to purchase Shares
pursuant to Section 9 below.
z.
"Subsidiary" means any corporation (or other entity) in an
unbroken chain of corporations and other
entities beginning with the Company if
each of the corporations and other entities
(other than the last corporation or
other entity in the unbroken chain) owns
equity interests possessing more than
50% of the total combined voting power of
all classes of equity interests in one
of the other corporations or entities in
the chain.
In addition, the terms "Change in Control", "Potential Change
in
Control" and "Change in Control Price"
shall have meanings set forth,
respectively, in Sections 11(b), (c) and
(d) below.
SECTION 2. ADMINISTRATION.
This Plan shall be administered by a committee (the
"Committee")
appointed by the Board. The Committee shall
consist of two or more outside,
disinterested members of the Board. The
Committee, in the judgment of the Board,
shall be qualified to administer the Plan
as contemplated by (a) Rule 16b-3
promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange
Act") (or any successor rule), (b) Section
162(m) of the Code, as amended, and
the regulations thereunder (and any
successor section and regulations), and (c)
any rules and regulations of a stock
exchange on which the Company's Common
Stock is listed and traded. In the event
the Board does not appoint the
Committee to administer the Plan, the Plan
shall be administered by the Board
and any references to the Committee in the
Plan shall be deemed to refer to the
Board.
3
<PAGE>
The Committee shall have full authority to grant, pursuant to the
terms
of the Plan, to officers and other key
employees eligible under Section 4 below:
(i) Share Options, (ii) Share Appreciation
Rights, (iii) Restricted Shares, (iv)
Deferred Shares, (v) Share Purchase Rights
and/or (vi) Other Share-Based Awards.
In particular, the Committee shall have the authority:
(i) to select
the officers and other key employees of the
Company and its Subsidiaries and Affiliates to whom Awards may
from
time to time be granted hereunder;
(ii)
to determine whether and to what extent Awards, or
any combination thereof, are to be granted hereunder to one or
more
eligible employees;
(iii) to
determine the number of shares to be covered by
each such Award granted hereunder;
(iv)
to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any Award granted
hereunder
(including, but not limited to, the share price and any restriction
or
limitation, or any vesting acceleration or waiver of forfeiture
restrictions regarding any Share Option or other Award and/or
the
Shares relating thereto, based in each case on such factors as
the
Committee shall determine, in its sole discretion);
(v) to
determine whether and under what circumstances a
Share Option may be settled in cash, Restricted Shares and/or
Deferred
Shares under Section 5(k) or (l), as applicable, instead of Shares
that
are neither Restricted Shares nor Deferred Shares;
(vi)
to determine whether, to what extent and under what
circumstances Option grants and/or other Awards under the Plan
and/or
other cash awards made by the Company are to be made, and operate,
on a
tandem basis vis-a-vis other Awards under the Plan and/or cash
awards
made outside of the Plan, or on an additive basis;
(vii) to
determine whether, to what extent and under what
circumstances Shares and other amounts payable with respect to an
Award
under this Plan shall be deferred either automatically or at
the
election of the participant (including providing for and
determining
the amount (if any) of any deemed earnings on any deferred
amount
during any deferral period); and
(viii)
to determine the
terms and restrictions applicable to
Share Purchase Rights and the Shares purchased by exercising
such
rights.
The Committee shall have the authority to adopt, alter and repeal
such
rules (subject to the provision of Section
14 below), guidelines and practices
governing the Plan as it shall, from time
to time, deem advisable; to interpret
the terms and provisions of the Plan and
any Award
4
<PAGE>
issued under the Plan (and any agreements
relating thereto); and to otherwise
supervise the administration of the
Plan.
All decisions made by the Committee pursuant to the provisions of
the
Plan shall be made in the Committee's sole
discretion and shall be final and
binding on all persons, including the
Company and Plan participants.
SECTION 3. SHARES SUBJECT TO PLAN.
The total number of Shares reserved and available for
distribution
under the Plan shall be 1,500,000 shares
(on a post-May 2001 reverse stock split
basis). Such Shares may consist, in whole
or in part, of authorized and unissued
Shares or treasury Shares.
Subject to Section 6(b)(iv) below, if any Shares that have been
optioned cease to be subject to a Share
Option, or if any such Shares that are
subject to any Restricted Shares or
Deferred Shares Award, Share Purchase Right
or Other Share-Based Award granted
hereunder are forfeited or any such Award
otherwise terminates without a payment
being made to the participant in the form
of Shares, such Shares shall again be
available for distribution in connection
with future Awards under the Plan.
In the event of any merger, reorganization, consolidation,
recapitalization, Share dividend, Share
split or other change in corporate
structure affecting the Shares, an
adjustment shall be made in the aggregate
number of Shares reserved for issuance
under the Plan, in the number and option
price of Shares subject to outstanding
Options granted under the Plan, in the
number and purchase price of Shares subject
to outstanding Share Purchase Rights
under the Plan, and in the number of Shares
subject to other outstanding Awards
granted under the Plan as may be determined
to be appropriate by the Committee,
in its sole discretion, provided that the
number of Shares subject to any Award
shall always be a whole number. Such
adjusted option price shall also be used to
determine the amount payable by the Company
upon the exercise of any Share
Appreciation Right associated with any
Share Option.
SECTION 4. ELIGIBILITY.
The Chairman of the Board, all officers and other key employees of
the
Company and its Subsidiaries and Affiliates
(but excluding members of the
Committee) who are responsible for or
contribute to the management, growth
and/or profitability of the business of the
Company and/or its Subsidiaries and
Affiliates are eligible to be granted
Awards under the Plan; provided, however,
that the Chairman of the Board shall not be
eligible to receive Incentive
Options hereunder. Except as provided in
the preceding sentence, any reference
herein to "employees" and their employment
by the Company shall be deemed to
include the Chairman of the Board and his
service as a director of the Company,
unless otherwise determined by the
Committee. Without limiting the generality of
the foregoing, the Committee shall have the
full authority to interpret the
provisions of the Plan as they may apply
(or may not apply) to the Chairman of
the Board, and any determination by the
Committee in this regard shall be final
and conclusive.
5
<PAGE>
SECTION 5. SHARE OPTIONS.
Share Options may be granted alone, in addition to or in tandem
with
other Awards granted under the Plan and/or
cash awards made outside of the Plan.
Any Share Option granted under the Plan
shall be in such form as the Committee
may from time to time approve.
Share Options granted under the Plan may be of two types: (i)
Incentive
Options and (ii) Non-Qualified Options.
The Committee shall have the authority to grant to any optionee
Incentive Options, Non-Qualified Options,
or both types of Share Options (in
each case with or without Share
Appreciation Rights).
Options granted under the Plan shall be subject to the following
terms
and conditions and shall contain such
additional terms and conditions, not
inconsistent with the terms of the Plan, as
the Committee shall deem desirable:
(a) Option
Price. The option price per Share purchasable under a
Share Option shall be determined by the
Committee at the time of grant, but
shall be not less than 100% of the Fair
Market Value of the Shares at the time
of the grant.
(b) Option
Term. The term of each Share Option shall be fixed by
the Committee, but no Share Option shall be
exercisable more than ten years
after the date the Option is granted.
(c)
Exercisability. Share Options shall be exercisable at such
time or times and subject to such terms and
conditions as shall be determined by
the Committee at or after grant; provided,
however, that, except as provided in
Section 5(f) and (g) and Section 11 below,
unless otherwise determined by the
Committee at or after grant, no Share
Option shall be exercisable prior to the
later of (i) the first anniversary date of
the granting of the Option, or (ii)
the second anniversary date of employment
of the employee by the Company. If the
Committee provides, in its sole discretion,
that any Share Option is exercisable
only in installments, the Committee may
waive such installment exercise
provisions at any time at or after grant in
whole or in part, based on such
factors as the Committee shall determine,
in its sole discretion.
Notwithstanding any provision of this
Section 5(c), the Board may authorize the
grant of a Share Option, all or a portion
of which is immediately exercisable
upon the date of grant of such Share
Option.
(d) Method of
Exercise. Subject to whatever installment exercise
provisions apply under Section 5(c), Share
Options may be exercised in whole or
in part at any time during the option
period, by giving written notice of
exercise to the Company specifying the
number of Shares to be purchased.
Such notice shall be accompanied by payment in full of the
purchase
price, either by check, note or such other
instrument as the Committee may
accept. As determined by the Committee, in
its sole discretion, at or after
grant, payment in full or in part may also
be made in the form of a Share Option
or unrestricted Shares already owned by the
optionee or, in the case
6
<PAGE>
of the exercise of a Non-Qualified Option,
Restricted Shares or Deferred Shares
subject to an Award hereunder (based, in
each case, on the Fair Market Value of
the Share Option or the Shares on the date
the option is exercised, as
determined by the Committee).
If payment of the option exercise price of a Non-Qualified Option
is
made in whole or in part in the form of
Restricted Shares or Deferred Shares,
such Restricted Shares or Deferred Shares
(and any replacement Shares relating
thereto) shall remain (or be) restricted or
deferred, as the case may be, in
accordance with the original terms of the
Restricted Shares Award or Deferred
Shares Award in question, and any
additional Shares received upon the exercise
shall be subject to the same forfeiture
restrictions or deferral limitations,
unless otherwise determined by the
Committee, in its sole discretion, at or
after grant.
No Shares shall be issued until full payment therefor has been
made. An
optionee shall generally have the rights to
dividends or other rights of a
shareholder with respect to Shares subject
to the Option when the optionee has
given written notice of exercise, has paid
in full for such Shares, and, if
requested, has given the representation
described in Section 14(a).
(e)
Transferability of Options. Incentive Options shall be
transferable by the optionee only by will
or by the laws of descent and shall be
exercisable, during the optionee's
lifetime, only by the optionee. Non-Qualified
Options shall be transferable by the
optionee by will or by the laws of descent
or to (i) the spouse, children or
grandchildren of the optionee ("Immediate
Family Members"), (ii) a trust or trusts
for the exclusive benefit of such
Immediate Family Members, (iii) a
partnership in which such Immediate Family
Members are the only partners, or (iv) one
or more entities in which the
optionee has a 10% or greater equity
interest, provided that (y) the Share
option agreement pursuant to which such
Non-Qualified Options are granted must
be approved by the Committee, and (z)
subsequent transfers of transferred
Non-Qualified Options shall be prohibited
except those in accordance with this
subparagraph (e). Following transfer, any
such Non-Qualified Options shall
continue to be subject to the same terms
and conditions as were applicable
immediately prior to transfer, provided
that for purposes of this Plan or the
option agreement executed pursuant hereto,
the term "optionee" shall be deemed
to refer to the transferee.
(f)
Termination by Death.
(i) With
respect to Share Options granted prior to
December 13, 2001, subject to Section 5(j), if an optionee's
employment
by the Company and any Subsidiary or Affiliate terminates by reason
of
death, any Share Option held by such optionee may thereafter be
exercised, to the extent such option was exercisable at the time
of
death or on such accelerated basis as the Committee may determine
at or
after grant (or as may be determined in accordance with
procedures
established by the Committee), by the legal representative of
the
estate or by the legatee of the optionee under the will of the
optionee, for a period of one year (or such other period as the
Committee may specify at grant) from the date of such death or
until
the expiration of the stated term of such Share Option,
whichever
period is the shorter.
7
<PAGE>
(ii)
With respect to Share Options granted on or following
December 13, 2001, subject to Section 5(j), if an optionee's
employment
by the Company and any Subsidiary or Affiliate terminates by reason
of
death, any Share Option held by such optionee (whether or not
then
exercisable) may thereafter be exercised by the legal
representative of
the estate or by the legatee of the optionee under the will of
the
optionee for the stated term of such Share Option.
(g)
Termination by Reason of Disability.
(i) With
respect to Share Options granted prior to
December 13, 2001, subject to Section 5(j), if an optionee's
employment
by the Company and any Subsidiary or Affiliate terminates by reason
of
Disability, any Share Option held by such optionee may thereafter
be
exercised by the optionee, to the extent it was exercisable at the
time
of termination or on such accelerated basis as the Committee
may
determine at or after grant (or as may be determined in accordance
with
procedures established by the Committee), for a period of three
years
(or such other period as the Committee may specify at grant) from
the
date of such termination of employment or until the expiration of
the
stated term of such Share Option, whichever period is the
shorter;
provided, however, that, if the optionee dies within such
three-year
period (or such other period as the Committee shall specify at
grant),
any unexercised Share Option held by such optionee shall thereafter
be
exercisable to the extent to which it was exercisable at the time
of
death for a period of one year from the date of such death or until
the
expiration of the stated term of such Share Option, whichever
period is
the shorter. In the event of termination of employment by reason
of
Disability, if an Incentive Option is exercised after the
expiration of
the exercise periods that apply for purposes of Section 422 of
the
Code, such Share
Option will thereafter be treated as a Non-Qualified
Option.
(ii)
With respect to Share Options granted on or following
December 13, 2001, subject to Section 5(j), if an optionee's
employment
by the Company
and any Subsidiary or Affiliate terminates by reason of
Disability, any Share Option held by such optionee (whether or not
then
exercisable) may thereafter be exercised by the optionee (or, in
the
event of the optionee's death prior to the expiration of the
stated
term of such Share Option, by the legal representative of the
optionee's estate or by the legatee under the will of the optionee)
for
the stated term of such Share Option. In the event of termination
of
employment by reason of Disability, if an Incentive Option is
exercised
after the expiration of the exercise periods that apply for
purposes of
Section 422 of the Code, such Share Option will thereafter be
treated
as a Non-Qualified Option.
(h)
Termination by Reason of Retirement.
(i) With
respect to Share Options granted prior to
December 13, 2001, subject to Section 5(j), if an optionee's
employment
by the Company and any Subsidiary or Affiliate terminates by reason
of
Normal or early Retirement, any Share Option held by such optionee
may
thereafter be exercised by the optionee, to the extent it was
exercisable at the time of such Retirement or on such accelerated
basis
as the Committee
8
<PAGE>
may determine at or after grant (or as may be determined in
accordance
with procedures established by the Committee), for a period of
three
years (or such other period as the Committee may specify at grant)
from
the date of such termination of employment or the expiration of
the
stated term of such Share Option, whichever period is the
shorter;
provided, however, that, if the optionee dies within such
three-year
period (or such other period as the Committee may specify at
grant),
any unexercised Share Option held by such optionee shall thereafter
be
exercisable, to the extent to which it was exercisable at the time
of
death, for a period of one year from the date of such death or
until
the expiration of the stated term of such Share Option,
whichever
period is the shorter. In the event of termination of employment
by
reason of Retirement, if an Incentive Option is exercised after
the
expiration of the exercise periods that apply for purposes of
Section
422 of the Code, the Option will thereafter be treated as a
Non-Qualified Option.
(ii)
With respect to Share Options granted on or following
December 13, 2001, subject to Section 5(j), if an optionee's
employment
by the Company and any Subsidiary or Affiliate terminates by reason
of
Normal or Early Retirement, any Share Option held by such
optionee
(whether or not then exercisable) may thereafter be exercised by
the
optionee (or, in the event of the optionee's death prior to the
expiration of the stated term of such Share Option, by the
legal
representative of the optionee's estate or by the legatee under
the
will of the optionee) for the stated term of such Share Option. In
the
event of termination of employment by reason of Retirement, if
an
Incentive Option is exercised after the expiration of the
exercise
periods that apply for purposes of Section 422 of the Code, the
Option
will thereafter be treated as a Non-Qualified Option.
(i) Other
Termination. Unless otherwise determined by the
Committee (or pursuant to procedures
established by the Committee) at or after
grant, if an optionee's employment by the
Company and any Subsidiary or
Affiliate terminates for any reason other
than death, Disability or Normal or
Early Retirement, the Share Option shall
thereupon terminate.
(j) Incentive
Options. Anything in the Plan to the contrary
notwithstanding, no term of this Plan
relating to Incentive Options shall be
interpreted, amended or altered, nor shall
any discretion or authority granted
under the Plan be so exercised, so as to
disqualify the Plan under Section 422
of the Code, or, without the consent of the
optionee(s) affected, to disqualify
any Incentive Option under such Section
422.
If an Incentive Option granted under this Plan is first exercisable
in
any calendar year to obtain Shares having a
fair market value (determined at the
time of
