AMENDED AND RESTATED
SENIOR OFFICER EMPLOYMENT AGREEMENT
THIS AMENDED
AND RESTATED SENIOR OFFICER EMPLOYMENT AGREEMENT (this
“Agreement”) is entered into effective the 31
st day of December, 2008 by and between The GEO
Group, Inc. (the “Company”) and John J. Bulfin (the
“Employee” and, together with the Company, the
“Parties”).
WHEREAS ,
the Employee and the Company have previously entered into a Senior
Officer Employment Agreement, effective March 23, 2005 (the
“Prior Employment Agreement”), which set forth the
Parties’ rights and obligations with respect to the
Employee’s employment with the Company in order to facilitate
the continued employment of the Employee as Senior Vice President,
General Counsel and Corporate Secretary; and
WHEREAS ,
the Employee and the Company wish to amend and restate the Prior
Employment Agreement to, among other things, make it compliant with
Section 409A of the Internal Revenue Code of 1986, as amended
from time to time (the “Code”), and its implementing
regulations and guidance (collectively, “Code
Section 409A”), and to ensure that certain provisions of
this Agreement comply with guidance recently issued under Section
162(m) of the Code; and
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 Senior Vice
President, General Counsel and Corporate Secretary of the Company.
The Employee will perform all duties and responsibilities and will
have all authority inherent in the position of Senior Vice
President, General Counsel and Corporate Secretary.
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-
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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 $360,000 for the remainder
of calendar year 2008 (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
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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
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