AMENDED AND
RESTATED
THE GEO GROUP, INC.
2006 STOCK INCENTIVE PLAN
April 29, 2009
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1.
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ESTABLISHMENT,
EFFECTIVE DATE AND TERM
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The GEO Group, Inc., a Florida
corporation originally established The GEO Group, Inc. 2006 Stock
Incentive Plan, effective May 4, 2006, authorizing the
issuance of 300,000 shares of Common Stock. Since the adoption
of the Plan, through amendments to the Plan and two stock splits
effectuated by GEO, the Plan has been amended to authorize the
issuance of 1,400,000 shares of Common Stock. Subject to the
approval by the shareholders of GEO in accordance with the laws of
the State of Florida on April 29, 2009, the Plan is hereby
amended and restated to authorize an additional
1,000,0000 shares of Common Stock to be issued pursuant to the
Plan and to make certain other amendments to the Plan, including a
clarification the definition of a Change in Control to reflect how
such term has been interpreted by the Committee. 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.
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.
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.
(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
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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 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.
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5.
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SHARES OF COMMON
STOCK SUBJECT TO PLAN
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(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 Two Million
Four Hundred Thousand (2,400,000) 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:
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(i)
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With respect to the shares of Common
Stock reserved pursuant to this Section, a maximum of One Million
Two Hundred Thousand (1,200,000) of such shares may be subject to
grants of Incentive Stock Options;
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(ii)
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With respect to the shares of Common
Stock reserved pursuant to this Section, a maximum of One Million
Eighty Three Thousand (1,083,000) of such shares may be issued in
connection with Awards, other than Stock Options and Stock
Appreciation Rights, that are settled in Common Stock;
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(iii)
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With respect to the shares of Common
Stock reserved pursuant to this Section, a maximum of Four Hundred
Fifty Thousand (450,000) of such shares may be subject to grants of
Options or Stock Appreciation Rights to any one Eligible Individual
during any one fiscal year;
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(iv)
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With respect to the shares of Common
Stock reserved pursuant to this Section, a maximum of Four Hundred
Fifty Thousand (450,000) of such shares may be subject to grants of
Performance Shares,
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Restricted Stock, and Awards of
Common Stock to any one Eligible Individual during any one fiscal
year; and
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(v)
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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:
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(i)
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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;
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(ii)
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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
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(iii)
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Awards settled in cash shall not
count against the total number of shares of Common Stock available
to be granted pursuant to the Plan.
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(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 (including, but not limited to, the
aggregate limits of the number of shares of Common Stock described
in Sections 5(c)(i) and (ii), (ii) the limits on the
number of shares of Common Stock that may be granted to an Eligible
Employee in any one fiscal year, (iii) the calculation of the
reduction of shares of Common Stock available under the Plan,
(iv) the number and kind of shares of Common Stock issuable
upon exercise (or vesting) of outstanding Awards granted under the
Plan; (v) the Exercise Price of outstanding Options granted
under the Plan, and/or (vi) 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.
(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
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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, 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.
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(i)
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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.
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(ii)
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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.
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(iii)
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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.
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(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.
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(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 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:
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(i)
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by
cash, certified or cashier’s check, bank draft or money
order;
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(ii)
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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
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(iii)
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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.
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(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.
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(i)
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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.
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(ii)
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Disability
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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
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period 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.
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(iii)
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Death
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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.
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(iv)
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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.
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7.
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STOCK APPRECIATION
RIGHTS
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(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.
(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.
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(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 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 ,
20 (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
transferabi
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