Exhibit 10.1
VOTING AGREEMENT
VOTING AGREEMENT,
dated as of July 14, 2005 (this “ Agreement
”), by and between The GEO Group, Inc., a Florida corporation
(“ Parent ”) and James F. Slattery (“
Stockholder ”).
WHEREAS,
concurrently herewith, Parent, GEO Acquisition Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (“
Merger Sub ”), and Correctional Services Corporation,
a Delaware corporation (the “ Company ”), are
entering into an Agreement and Plan of Merger (the “
Merger Agreement ”; capitalized terms used but not
defined herein shall have the meanings set forth in the Merger
Agreement), pursuant to which (and subject to the terms and
conditions set forth therein) Merger Sub will merge with and into
the Company (the “ Merger ”), and each issued
and outstanding share of common stock, par value $.01 per share, of
the Company (the “ Company Common Stock ”), will
be converted into the right to receive the Merger
Consideration;
WHEREAS,
Stockholder beneficially owns 797,245 shares of Company Common
Stock (the “ Owned Shares ” and, together with
any shares of Company Common Stock of which Stockholder acquires
beneficial ownership after the date hereof and prior to the
termination hereof, whether upon exercise of options, warrants,
conversion of other convertible securities or otherwise, are
collectively referred to herein as the “ Covered
Shares ”);
WHEREAS, in order
to induce Parent to enter into the Merger Agreement and proceed
with the Merger, Parent and Stockholder are entering into this
Agreement; and
WHEREAS,
Stockholder acknowledges that Parent is entering into the Merger
Agreement in reliance on the representations, warranties, covenants
and other agreements of Stockholder set forth in this Agreement and
would not enter into the Merger Agreement if Stockholder did not
enter into this Agreement.
NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and
agreements herein contained, and intending to be legally bound
hereby, Parent and Stockholder hereby agree as follows:
1.
Agreement to Vote .
(a) Prior
to any termination of this Agreement, Stockholder hereby agrees
that it shall, and shall cause any other holder of record of any
Covered Shares to, at any meeting of the stockholders of the
Company (whether annual or special and whether or not an adjourned
or postponed meeting), however called, (i) when a meeting is
held, appear at such meeting or otherwise cause the Covered Shares
to be counted as present thereat for the purpose of establishing a
quorum, (ii) vote (or cause to be voted) in person or by proxy
all Covered Shares in favor of the Merger and any other matters
necessary for the consummation of the Transactions and
(iii) vote (or cause to be voted) all Covered Shares against
(A) any proposal for any recapitalization, reorganization,
liquidation, merger, sale of assets or other business combination
between the Company and any other Person (other than the Merger)
and (B) any other action that could reasonably be expected to,
impede, interfere with, delay, postpone or adversely affect the
Merger or any of the Transactions, any transactions contemplated by
this Agreement or result in
a breach in any material respect
of any covenant, representation or warranty or other obligation or
agreement of the Company under the Merger Agreement. For the
purposes of this Agreement, the term “Person” means a
natural person, corporation, trust, partnership, joint venture,
association, limited liability company or other business or other
legal entity of any kind.
(b) STOCKHOLDER
HEREBY GRANTS TO, AND APPOINTS, PARENT, THE PRESIDENT OF PARENT AND
THE SECRETARY OF PARENT, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS
OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM
INDIVIDUALLY, THE STOCKHOLDER’S IRREVOCABLE (UNTIL THE
TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT
(WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS
INDICATED IN CLAUSE (a) OF THIS SECTION 1. STOCKHOLDER INTENDS
THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS
DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH
FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE
NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES
ANY PROXY PREVIOUSLY GRANTED BY STOCKHOLDER WITH RESPECT TO THE
COVERED SHARES.
(c) Except
as set forth in clause (a) of this Section 1, Stockholder
shall not be restricted from voting in favor of, against or
abstaining with respect to any matter presented to the stockholders
of the Company. In addition, nothing in this Agreement shall give
Parent or any of its officers or designees the right to vote any
Covered Shares in connection with the election of
directors.
2.
No Inconsistent Agreements . Stockholder hereby covenants
and agrees that, except as contemplated by this Agreement, it
(a) has not entered into, and shall not enter at any time
while this Agreement remains in effect, any voting agreement or
voting trust with respect to the Covered Shares and (b) has
not granted, and shall not grant at any time while this Agreement
remains in effect, a proxy or power of attorney with respect to the
Covered Shares, in either case, which is inconsistent with its
obligations pursuant to this Agreement.
3.
Termination . This Agreement shall terminate upon the
earliest of (a) the Effective Time, (b) the termination
of the Merger Agreement in accordance with its terms, and (c)
written notice of termination of this Agreement by Parent to
Stockholder, such earliest date being referred to herein as the
“ Termination Date ”.
4.
Representations and Warranties .
(a)
Representations and Warranties of Parent . Parent hereby
represents and warrants to Stockholder as follows:
(i) Valid
Existence . Parent is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of
its incorporation and has the requisite corporate power and
authority and all necessary governmental approvals to own, lease
and operate its properties and to carry on its business as it is
now being conducted.
2
(ii) Authority
Relative to This Agreement . Parent has all necessary corporate
power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution, delivery and
performance of this Agreement by Parent and the consummation by
Parent of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action, and no other
corporate proceedings on the part of Parent are necessary to
authorize this Agreement or to consummate the transactions
contemplated hereby. This Agreement has been duly and validly
authorized, executed and delivered by Parent and, assuming due
authorization, execution and delivery by Stockholder, constitutes a
legal, valid and binding obligation of Parent, enforceable against
Parent in accordance with its terms.
(iii) No
Conflicts . Except for the applicable requirements of the
Exchange Act, (A) no filing with, and no permit,
authorization, consent or approval of, any Governmental Authority
is necessary on the part of Parent for the execution and delivery
of this Agreement by Parent and the consummation by Parent of the
transactions contemplated hereby and (B) neither the execution
and delivery of this Agreement by Parent nor the consummation by
Parent of the transactions contemplated hereby nor compliance by
Parent with any of the provisions hereof shall (1) conflict
with or violate the Articles of Incorporation or Bylaws of Parent,
(2) result in any breach or violation of, or constitute a
default (or an event which, with notice or lapse of time or both,
would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result
in the creation of a Lien on any property or asset of Parent
pursuant to, any Contract to which Parent is a party or by which
Parent or any property or asset of Parent is bound or affected or
(3) violate any order, writ, injunction, decree, statute, rule
or regulation applicable to Parent or any of its properties or
assets, except in the case of (2) or (3) for violations,
breaches or defaults that would not in the aggregate materially
impair the ability of Parent to perform its obligations
hereunder.
(b)
Representations and Warranties of Stockholder . Stockholder
hereby represents and warrants to Parent as follows:
(i) Ownership
of Securities . As of the date of this Agreement,
(A) Stockholder beneficially owns the Owned Shares,
(B) Stockholder is the sole record holder of the Owned Shares
free and clear of Liens (other than Liens created by this
Agreement), (C) Stockholder has sole voting power and sole
power of disposition with respect to all Owned Shares, with no
restrictions (other than those created by this Agreement or in
connection with the arrangements set forth on Schedule I
attached to this Agreement), subject to applicable federal
securities laws on their rights of disposition pertaining thereto,
(D) Stockholder benefici
|
