SENIOR OFFICER EMPLOYMENT
AGREEMENT
THIS SENIOR
OFFICER EMPLOYMENT AGREEMENT (this “Agreement”) is
entered into effective the 3 rd day of August, 2009 by and between The GEO
Group, Inc. (the “Company”) and Brian Evans (the
“Employee” and, together with the Company, the
“Parties”).
WHEREAS ,
the terms of this Agreement have been reviewed and approved by the
members of the Compensation Committee of the Board of Directors of
the Company (the “Board”).
NOW
THEREFORE , in consideration of the mutual covenants and
agreements contained herein, and for other valuable consideration
the receipt and adequacy of which is hereby acknowledged, the
Parties hereby agree as follows:
1.
Position and Duties . The Company hereby agrees to continue
to employ the Employee and the Employee hereby accepts continued
employment and agrees to continue to serve as Chief Financial
Officer of the Company. The Employee will perform all duties and
responsibilities and will have all authority inherent in the
position of Chief Financial Officer.
2. Term
of Agreement and Employment . The term of the Employee’s
employment under this Agreement will be for an initial period of
two (2) years, beginning on the effective date of this
Agreement, and terminating two years thereafter. The term of
employment under this Agreement will be automatically extended by
one day every day such that it has a continuous
“rolling” two-year term until the age of 67 years,
unless otherwise terminated pursuant to Section 6 or 7 of this
Agreement.
3.
Definition — Cause . For purposes of this Agreement,
“Cause” for the termination of the Employee’s
employment hereunder shall be deemed to exist if, in the reasonable
judgment of the Company’s Chief Executive Officer (CEO):
(i) the Employee commits fraud, theft or embezzlement against
the Company or any subsidiary or affiliate thereof; (ii) the
Employee commits a felony or a crime involving moral turpitude;
(iii) the Employee breaches any non-competition,
confidentiality or non-solicitation agreement with the Company or
any subsidiary or affiliate thereof; (iv) the Employee
breaches any of the terms of this Agreement and fails to cure such
breach within 30 days after the receipt of written notice of
such breach from the Company; or (v) the Employee engages in
gross negligence or willful misconduct that causes harm to the
business and operations of the Company or a subsidiary or affiliate
thereof.
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A.
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Annual Base Salary
. The Employee shall be
paid his current annual base salary of $400,000.00 for the
remainder of calendar year 2009 (as such may be amended from time
to time, the “Annual Base Salary”). The Company may
increase the Annual Base Salary paid to the Employee in an amount
to be determined by the Chief Executive Officer of the Company. The
Annual Base Salary shall be payable at such regular times and
intervals as the Company customarily pays its employees from time
to time.
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B.
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Annual Performance Award
. For each fiscal year
of employment during which the Company employs the Employee, the
Employee shall be entitled to receive a target annual performance
award in accordance with the terms of any plan governing employee
performance awards then in effect as established by the Board (the
“Annual Performance Award”).
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5.
Employee Benefits . The Employee will be entitled to
twenty-one (21) paid-time-off (PTO) days of vacation per
fiscal year during his/her first ten (10) years of service,
and twenty-six (26) paid-time-off (PTO) days of vacation
per fiscal year thereafter. The Employee, the Employee’s
spouse, and qualifying members of the Employee’s family will
be eligible for and will participate in any benefits and
perquisites available to other senior vice presidents of the
Company, including any group health, dental, life insurance,
disability, or other form of employee benefit plan or program of
the Company now existing or that may be later adopted by the
Company (collectively, the “Employee
Benefits”).
6. Death
or Disability . The Employee’s employment will terminate
immediately upon the Employee’s death. If the Employee
becomes physically or mentally disabled so as to become unable for
a period of more than five consecutive months or for shorter
periods aggregating at least five months during any twelve-month
period to perform the Employee’s duties hereunder on a
substantially full-time basis, the Employee’s employment will
terminate as of the end of such five-month or twelve-month period
and this shall be considered a “disability” under this
Agreement. Such termination shall not affect the Employee’s
benefits under the Company’s disability insurance program, if
any, then in effect.
7.
Termination . Either the Employee or the Company may
terminate this Agreement for any reason upon not less than thirty
(30) days written notice.
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A.
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Termination of Employment Without
Cause or Upon the Death or Disability of the Employee
. Upon the termination
of the Employee’s employment under this Agreement by the
Company without Cause or the death or disability of the Employee,
the following shall apply:
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(i)
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Termination Payment
. The Employee shall be
entitled to and paid a termination payment (the “Termination
Payment”) equal to two (2) years’ Annual Base
Salary as set forth in Section 4 based upon the then current
salary level. The Termination Payment shall be made within
10 days of any termination pursuant to this
Section 7(A).
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(ii)
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Termination Benefits
. The Company shall
continue to provide the Employee and any covered dependents of the
Employee (and if applicable, his beneficiaries) with the Employee
Benefits (as described in Section 5 hereof) for a period of
2 years after the date of termination of the Employee’s
employment with the Company. Such Employee Benefits shall be
provided at no cost to the Employee in no less than the same
amount, and on the same terms and conditions, as in effect on the
date on which the termination of employment occurs. If the Employee
dies during the 2-year period following a termination pursuant to
this Section 7(A), the Company shall continue to provide the
Employee Benefits to the Employee’s covered dependents under
the same terms as were being provided prior to the Employee’s
death and, to the extent applicable, to the Employee’s
estate.
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(iii)
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Termination Automobile
. Within 10 days
following termination, the Company shall transfer all of its
interest in any automobile used by the Employee pursuant to the
Company’s Employee Automobile Policy (the “Employee
Automobile Policy”) and shall pay the balance of any
outstanding loans or leases on such automobile (whether such
obligations are those of the Employee or the Company) so that the
Employee owns the automobile outright (in the event such automobile
is leased, the Company shall pay the residual cost of such
lease).
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(iv)
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Termination Stock Options
. All of the outstanding
unvested stock options granted to the Employee prior to termination
will fully vest immediately upon termination.
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B.
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Termination of Employment by
Resignation of Employee or by the Company With Cause
. Upon the termination
of the Employee’s employment by the voluntary resignation of
the Employee or by the Company with Cause, the Employee shall be
due no further compensation under this Agreement related to Annual
Base Salary, Annual Performance Award, Employee Benefits, or
Termination Payment other than what is due and owing through the
effective date of the Employee’s resignation or
termination.
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C.
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Retirement Plan Rights
Unaffected .
Termination of the Employee’s employment under this Agreement
for any reason whatsoever shall not affect the Employee’s
rights under the Company’s retirement plan applicable to the
Employee.
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8.
Restrictive Covenants .
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A.
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General . The Company and the Employee
hereby acknowledge and agree that (i) the Employee is in
possession of trade secrets (as defined in Section 688.002(4)
of the Florida Statutes) of the Company (the “Trade
Secrets”), (ii) the restrictive covenants contained in
this Section 8 are justified by legitimate business interests
of the Company, including, but not limited to, the protection of
the Trade Secrets, in accordance with Section 542.335(1)(e) of the
Florida Statutes, and (iii) the restrictive covenants
contained in this Section 8 are reasonably necessary to
protect such legitimate business interests of the
Company.
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B.
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Non-Competition
. During the period of
the Employee’s employment with the Company and until two
(2) years after the termination of the Employee’s
employment with the Company, the Employee will not, directly or
indirectly, either (i) on the Employee’s own behalf or
as a partner, officer, director, trustee, employee, agent,
consultant or member of any person, firm or corporation, or
otherwise, enter into the employ of, render any service to, or
engage in any business or activity which is the same as or
competitive with any business or activity conducted by the Company
or any of its affiliates or majority-owned subsidiaries or
(ii) become an officer, employee or consultant of, or
otherwise assume a substantial role or relationship with, any
governmental entity, agency or political subdivision that is a
client or customer of the Company or any subsidiary or affiliate of
the Company; provided, however, that the foregoing shall not be
deemed to prevent the Employee from investing in securities of any
company having a class of securities which is publicly traded, so
long as through
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