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SECOND AMENDMENT TO THE AMENDED
AND RESTATED
CORRECTIONS CORPORATION OF AMERICA 2000 STOCK INCENTIVE
PLAN
WHEREAS,
Corrections Corporation of America, a Maryland corporation (the
“Company”), maintains the Amended and Restated
Corrections Corporation of America 2000 Stock Incentive Plan (the
“Plan”);
WHEREAS, pursuant
to Section 17 of the Plan, the Board of Directors of the
Company (the “Board”) may amend the Plan;
and
WHEREAS, the
Company desires to amend Section 6(h) of the Plan to permit a
Participant (as defined in the Plan) to transfer nonqualified stock
options granted to him or her under the Plan to certain
entities.
NOW, THEREFORE,
effective as of August 14, 2009, the Plan is hereby amended as
follows:
1.
Amendment . Section 6(h) of the Plan is hereby deleted in
its entirety and replaced with the following:
“(h)
Transferability of Options. Except as provided in this
Section 6(h), no Options shall be (i) transferable
otherwise than by will or the laws of descent and distribution, or
(ii) exercisable during the lifetime of the Participant by anyone
other than the Participant. Nonqualified Stock Options granted to a
Participant, may be transferred by such Participant to a permitted
transferee (as defined below), provided that (i) such
Nonqualified Stock Options shall be fully vested; (ii) there
is no consideration for such transfer (other than receipt by the
Participant of interests in
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