Exhibit 10.20
CORRECTIONAL
PROPERTIES TRUST
DEFERRED SHARE
LONG-TERM LOYALTY BONUS AGREEMENT
THIS DEFERRED SHARE LONG-TERM LOYALTY BONUS AGREEMENT (the
“Agreement”) is made as of December 31, 2003, by
and between CORRECTIONAL PROPERTIES TRUST, a Maryland real estate
investment trust (the “Company”), and CHARLES R. JONES
(the “Participant”).
WHEREAS, the Company terminated its Senior Executive
Retirement Plan, in which the Participant was a
participant,
WHEREAS, the Company wishes to establish an alternate means
of rewarding and retaining the Participant, and
WHEREAS, the Company maintains the Correctional Properties
Trust 1998 Employee Share Incentive Plan (the “Incentive
Plan”) which authorizes the grant of deferred
shares.
NOW, THEREFORE , the Company and the Participant hereby
agree as follows:
1. Grant
Pursuant to Incentive Plan. This deferred share award is
granted pursuant to the Incentive Plan which is incorporated herein
for all purposes. The Participant hereby acknowledges receipt of a
copy of the Incentive Plan and agrees to be bound by all of the
terms and conditions of this Agreement and of the Incentive Plan.
Unless otherwise provided herein, terms used in this Agreement that
are defined in the Incentive Plan and not defined herein shall have
the meanings attributable thereto in the Incentive Plan.
2. Award
of Deferred Shares.
(a) The Board
hereby grants to the Participant the following deferred shares with
respect to the Common Shares of the Company (collectively the
“Deferred Shares”), as of the following dates on which
the Participant is an employee of the Company (each a “Grant
Date”):
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Grant
Date
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Number of
Deferred Shares
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7,500
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500
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500
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500
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500
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500
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-1-
3.
Vesting and Forfeiture of Deferred Shares.
(a)
Vesting. The Participant shall immediately become 100%
vested in the Deferred Shares that have been granted to him as of
the earliest to occur of the following:
(i) April 30,
2009, provided he is still employed by the Company on that date,
or
(ii) Any date on
or after April 30, 2007, on which the Participant’s
employment with the Company is terminated for any reason other than
by the Participant’s resignation or by the Company “for
cause,” as defined in Section 3(c) below.
(b)
Forfeiture. Any Deferred Shares that have not vested in the
Participant at the time his employment with the Company is
terminated shall be forfeited immediately upon such termination of
employment.
(c)
Definition of “Cause.”
(i) For purposes
of this Agreement, “cause” shall have the same meaning
as it is given in the Employment Agreement, or in the absence
thereof as determined by the reasonable business judgment of the
Board of Trustees.
4.
Delivery of Common Shares
(a) The
Company shall deliver the Common Shares of the Company
corresponding to the vested Deferred Shares which are the subject
of this Agreement to the Participant within thirty (30) days
after each “Distribution Event” in accordance with the
following schedule:
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Distribution
Event
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Number of
Common Shares
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2,500
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3,500
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4,000
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Notwithstanding the foregoing, the Participant
may elect, in a writing received by the Committee at least twelve
(12) months prior to a Distribution Event, to defer that date
until any later date.
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5. Rights
with Respect to Common Shares Represented by Deferred
Shares.
(a) Except as
otherwise provided in this Section 5, the Participant shall
not have any rights, benefits or entitlements with respect to any
Common Shares subject to this Agreement unless and until a
Distribution Event has occurred.
(b) Notwithstanding
Section 5(a) above, during the term of this Agreement, the
Participant shall have the right to receive distributions (the
“Dividend Equivalent Payments”) from the Company equal
to any dividends that would have been distributed to the
Participant if the Deferred Shares instead were issued and
outstanding Common Shares owned by the Participant. The Dividend
Equivalent Payments, reduced by any applicable withholding taxes,
shall be made at the same time, in the same form and in the same
manner as dividends are paid to the holders of Common Shares of the
Company; provided, however, that if the dividend declared is a
stock dividend, then any Common Shares issued to the Participant
with respect to the Deferred Shares subject to this Agreement shall
have the same status and bear the same legend as the C
