SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the
“Amendment”), dated as of the 11th day of December,
2008, is by and between Corrections Corporation of America, a
Maryland corporation with its principal place of business at 10
Burton Hills Boulevard, Nashville, Tennessee (the
“Company”), and John D. Ferguson, a resident of
Nashville, Tennessee (“Executive”). All capitalized
terms used herein but otherwise not defined shall have the meaning
as set forth in the Employment Agreement, as herein
defined.
WHEREAS, the
Company and Executive are parties to that certain Second Amended
and Restated Employment Agreement, dated as of August 15,
2007, as amended (the “Employment Agreement”), pursuant
to which Executive serves as Chairman of the Board of Directors and
Chief Executive Officer of the Company; and
WHEREAS, the
Company and Executive now desire to amend certain terms and
provisions of the Employment Agreement pursuant to the terms
hereof.
NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein
and other good and valuable consideration, the receipt, sufficiency
and mutuality of which are hereby acknowledged, the Company and
Executive hereby agree as follows.
(a) Section 3
is hereby deleted in its entirety and replaced with the
following:
“3.
Notice of Non-Renewal . The Company or the Executive may
elect at any time during the then current Renewal Term not to
extend the Executive’s employment under this Agreement by
providing not less than sixty (60) days prior written notice
to the other party. If the Company or the Executive elects not to
continue or extend the Executive’s employment under this
Agreement, the Executive shall be considered to have been
terminated without Cause upon the expiration of his employment
under this Agreement, and the Executive will receive the payments
and benefits set forth in Section 5.4.2 of this
Agreement.”
(b) Section 5.4.2
is hereby deleted in its entirety and replaced with the
following:
“5.4.2
Effect of Termination Without Cause or Resignation for Good
Reason. In the event the Executive is terminated without Cause
by the Company or in the event the Executive resigns for Good
Reason, the Company shall pay to the Executive, as soon as
practicable, his Accrued Rights. The Company shall also pay the
Executive an amount equal to two (2) times the
Executive’s Base Salary, based upon the annual rate in effect
immediately prior to any notice of termination without Cause,
resignation for Good Reason, or non-renewal, without any cost of
living adjustments, payable on a monthly basis for a period of two
(2) years from the date of termination or resignation. In lieu
of the foregoing, if such termination or resignation occurs within
the two (2) year period following a Change of Control (as
defined in Section 5.5.3 herein), the Company instead shall
pay to the
1
