FIRST AMENDMENT TO
FIRST AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS FIRST
AMENDMENT TO FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the
“Amendment”), dated as of the 15
th day of October, 2009, 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 Damon T.
Hininger, a resident of Brentwood, Tennessee (the
“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 the Executive are parties to that certain First Amended
and Restated Employment Agreement, dated as of August 21, 2008
(the “Employment Agreement”), pursuant to which
Executive serves as the President and Chief Operating Officer of
the Company;
WHEREAS, the
Executive has been promoted by the Company to the position of Chief
Executive Officer; and
WHEREAS, the
Company and the 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 the
Executive hereby agree as follows.
(a) Section 1
is deleted in its entirety and replaced with the
following:
“1.
Employment; Election to the Board of Directors .
(i)
The Executive shall serve as President and Chief Executive Officer
of the Company and such other office or offices to which the
Executive may be appointed or elected by the Board of Directors.
Subject to the direction and supervision of the Board of Directors
of the Company, the Executive shall perform such duties as are
customarily associated with the office of Chief Executive Officer
and such other offices to which the Executive may be appointed or
elected by the Board of Directors. The Executive’s principal
base of operations for the performance of his duties and
responsibilities under this Agreement shall be the offices of the
Company located in Nashville, Tennessee. The Executive agrees to
abide by the Company’s Charter and Bylaws as in effect from
time to time and the direction of its Board of Directors except to
the extent such direction would be inconsistent with applicable law
or the terms of this Agreement.
