Exhibit 10.2
NON-QUALIFIED STOCK OPTION AGREEMENT
This NON-QUALIFIED STOCK OPTION
AGREEMENT (the “Agreement”) is made this ______ 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
2008 Stock Incentive Plan (the “Plan”), which
authorizes the Company to grant non-qualified stock options
(“Options”) to key employees of the Company and/or its
affiliates; and
WHEREAS, the Company and Optionee
wish to confirm the terms and conditions of an Option granted to
Optionee on ______, 20___ (the “Date of Grant”).
NOW, THEREFORE, in consideration of
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 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
Grant; provided, however, that except as otherwise provided
in subparagraph (iv) below, Optionee may not exercise the
Option unless Optionee is on the date of exercise and continuously
after the Date of Grant an employee of: (a) the Company;
(b) an Affiliate; or (c) an entity issuing or assuming
the Option in a transaction to which Code Section 424 applies
(or a Subsidiary of such entity) ((a), (b) and (c) known
collectively, herein, as the “Employer”).
(ii) Optionee
shall exercise the Option in accordance with the procedures set
forth in Section 6.4 of the Plan; provided, however, that an
Option may not be exercised at any one time as to fewer than one
hundred (100) shares (or such number of shares as to which the
Option is then exercisable if such number of shares is less than
one hundred (100)).
(iii) Subject
to the provisions of subparagraph (iv) below, the Option shall
vest with respect to one third (1/3) of the Option Shares on each
Vesting Date (as herein defined). For purposes hereof, the term
“Vesting Date” shall mean each of the first, second and
third anniversaries of the Date of Grant.
(iv) In
the event that: (a) Optionee dies while in the employ of the
Employer; or (b) Optionee’s employment with the Employer
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. For the purpose of this Agreement
and notwithstanding any provision(s) of the Plan or this Agreement
to the contrary, subject to the preceding sentence, in the event
Optionee’s employment with the Employer is terminated due to
Retirement (other than as the result of Optionee’s death or
Disability) then the Option, to the extent the Option has vested
and unless it earlier terminates or expires, may be exercised at
any time during the stated term of the Option, with the unvested
portion of the Option being forfeited. In the event that there
occurs a Change of Control, then in such case the Option shall vest
in full, unless earlier terminated or expired, and may be 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) within one (1) year following the Change in Control.
Subject to the first sentence of this subparagraph (iv), in the
event that Optionee’s employment with the Employer terminates
other than by reason of Optionee’s death, Disability, or
Retirement, then the Option, to the extent the Option h
