Exhibit 10.1
AGREEMENT
Release of Claims, Covenant not to Sue,
and
Older Workers Act Waiver
This Agreement of
Release of Claims, Covenant not to Sue, and Older Workers Act
Waiver (“Agreement”) is made by and between Thomas R.
Jenkins (“Employee”), an individual, and Cornell
Companies, Inc., a Delaware corporation
(“CORNELL”).
WHEREAS, Employee will
be separated from employment with CORNELL; and
WHEREAS, HOWEVER,
CORNELL desires to provide some assistance in the transition
resulting from that separation; and
WHEREAS, Employee
agrees, in exchange for such assistance, to waive and release any
and all claims that Employee may have against CORNELL;
NOW THEREFORE, in
consideration of the mutual promises and releases contained herein
and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties agree as
follows:
1.
Salary and
Benefits . Upon the execution of this Agreement,
the parties agree as follows:
(a)
Employee shall be
separated from employment with CORNELL effective April 1, 2005
(hereinafter referred to as “termination
date”).
(b)
CORNELL shall provide
Employee regular pay up to and including termination
date.
(c)
CORNELL shall provide
Employee with payment equivalent to Employee’s balance of any
vested but unused Banked Time Off (BTO) balance and old plan banked
floating holiday hours.
(d)
CORNELL shall provide
Employee with a one-time, lump-sum payment in the amount of $25,000
to defray Employee’s cost of relocation and outplacement
services.
(e)
CORNELL shall provide
Employee with the following severance amounts:
(i) A one-time,
lump-sum payment in the amount of $315,000;
(ii)
A one-time, lump-sum bonus
amount of $10,300; and
(iii)
Monthly payments in the
amount of $24,770.83 per month for a total of twenty-four (24)
months.
(f)
CORNELL shall provide
Employee with full medical/dental/vision benefits participation up
to and including April 30, 2005. Thereafter, Employee shall
be entitled to any and all other rights or benefits afforded to
other terminated employees of CORNELL, including, without
limitation, the right to elect to continue coverage under the CORNELL
health plan, in accordance with the health care continuation
coverage provisions of the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”).
(g) CORNELL agrees, notwithstanding
the terms within Paragraphs 4 or 5 of this Agreement, that Employee
shall maintain all rights to exercise, within ninety (90) days of
termination date, any and all stock options which will have vested
as of said termination date.
2.
Confidential
Information . Employee has had and continues to have
access to confidential information pertaining to the business and
services of CORNELL. Employee agrees that he will not
disclose in any way to any person, directly or indirectly, or use
for his own benefit or for the benefit of anyone else or any other
person or entity, the Confidential Information gained while
employed by the Company.
3.
Non-Disparagement
.
Employee and CORNELL mutually agree to refrain from making any
statement, oral or written, that would cast either party in a
disparaging light, including to prospective employers of Employee,
to prospective clients and/or prospective shareholders/stakeholders
of CORNELL, to the media, to any internet site, to the community at
large, and/or to any other party which could ultimately, directly
or indirectly, result in an adverse effect against Employee and/or
CORNELL.
4.
Release and
Covena
