Exhibit 10.1
DIRECTOR NON-QUALIFIED OPTION AGREEMENT
THIS NON-QUALIFIED OPTION AGREEMENT
(the “Agreement”), is dated as of the ___day of ___,
20___by and between Corrections Corporation of America, a Maryland
corporation (the “Company”), and
___(“Optionee”).
W I T
N E S S E T H:
WHEREAS, the Company has adopted the
Amended and Restated Corrections Corporation of America 2000 Stock
Incentive Plan (the “Plan”), which authorizes and
directs the Company to grant Options (as defined in the Plan) to
members of the Company’s Board of Directors (the
“Board”) who are not employees of the Company
(“Non-Employee Directors”);
WHEREAS, the Company and Optionee
wish to confirm the terms and conditions of an Option granted to
the Optionee on ___, 20___(the “Date of Grant”).
NOW, THEREFORE, in consideration of
the premises, the mutual covenants and agreements contained herein,
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed between
the parties hereto as follows:
1. Definitions . Except
as provided in this Agreement, or unless the context otherwise
requires, the terms used herein shall have the same meaning as set
forth in the Plan.
2. Grant of Option .
Upon and subject to the terms, restrictions, limitations and
conditions stated herein, the Company hereby grants to Optionee an
option (the “Option”) to purchase up to ______ shares
of the Company’s Common Stock (collectively, the
“Option Shares”).
3. Option Price . The
purchase price per Option Share shall be $______ (the “Option
Price”). This purchase price equals 100% of the Fair Market
Value of each Option Share on the Date of Grant.
4. Exercise; Vesting;
Forfeiture .
(i) Except
as otherwise provided herein, Optionee shall have the right to
exercise the Option, if and to the extent the Option has vested in
accordance with subparagraphs (iii) and (iv) below, at
any time during the ten-year period commencing on the Date of
Grantprovided, however, that except as otherwise provided in
subparagraph (iv) below, Optionee may not exercise the Option
unless Optionee is continuously after the Date of Grant a director
of the Company for a one-year period.
(ii) Optionee
shall exercise the Option in accordance with the procedures set
forth in Section 6(e) of the Plan. Optionee (or the personal
representative of or successor to Optionee) shall have no rights as
a shareholder with respect to any shares covered by this
Option
until
the issuance of a share certificate to him for such shares. No
adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or
other rights on or with respect to the Option Shares for which the
record date is prior to the date of exercise, except as provided in
Section 6 of the Plan.
(iii) Subject to the provisions
of subparagraph (iv) below, the Option shall vest with respect
to the Option Shares on the Vesting Date (as herein defined). For
purposes hereof, the term “Vesting Date” shall mean the
following date: ______.
(iv) In the event that:
(a) Optionee dies while serving as a director of the Company
or within three (3) months after the termination of
Optionee’s position as a director of the Company for any
reason; or (b) Optionee’s service as director of the
Company terminates by reason of Optionee’s Disability, then
in any such case the Option shall vest in full and may be, unless
earlier terminated or expired, exercised by Optionee (or by
Optionee’s estate or by a person who acquired the right to
exercise such Option by bequest or inheritance or otherwise by
reason of the death or Disability of Optionee) at any time during
the stated term of the Option. In the event that there occurs a
Cha
