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EXHIBIT 10.15
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 _________ (the
"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
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
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")
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
Corporation; or
(c) a corporation issuing or assuming the Option in a Transaction
to which Code
Section 424 applies (or a Subsidiary Corporation of such
corporation) ((a), (b)
and (c) known collectively, herein, as the "Employer").
(ii) The Option shall be exercised by giving written notice of
such
exercise to the Company in the form attached hereto as Exhibit A;
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
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hundred (100)). The Option Price shall be paid or satisfied in
full, at the time
of exercise, in cash, in shares of Common Stock owned by Optionee
for at least
six months having a Fair Market Value equal to such Option Price or
in a
combination of cash and such shares of Common Stock. In addition,
payment may
also be made in whole or in part in the form of an option to
acquire Common
Stock or in the form of another Award (based, in each case, on the
Fair Market
Value of such option or Award on the date the Option is exercised,
as determined
by the Committee).
(iii)
Subject to the provisions of subparagraph (iv) below, the
Option
shall vest with respect to ______ of the Option Shares on each
Vesting Date (as
herein defined). For purposes hereof, the term "Vesting Date" shall
mean each of
the following ____ dates: _______________________.
(iv) In
the event that: (a) Optionee dies while in the employ of the
Employer or within three (3) months after the termination of
employment with
Employer for any reason; 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) prior
to ________, 20__, 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 Optionee's employment with Employer is
terminated due to
Retirement (including as the result of Optionee's death or
Disability) on or
following __________, 20___, unless terminated or expired, the
Option shall
become immediately vested and nonforfeitable for the ten-year
period following
the Date of Grant. In the event that there occurs a Change of
Control, then in
such case the Option shall vest in full and, unless earlier
terminated or
expired, 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 employmen
