Stock Repurchase Agreement - Corrections Corporation of America and Thomas W. Beasley
STOCK REPURCHASE AGREEMENT
This Stock Repurchase Agreement is made and entered into this 30 day of
September, 1997, by and between Thomas W. Beasley, a resident of Burns,
Tennessee ("Seller") and Corrections Corporation of America, a Tennessee
corporation headquartered in Nashville, Tennessee ("Buyer").
FOR AND IN CONSIDERATION of the mutual covenants contained herein and
other good and valuable consideration, the parties hereto agree as follows:
1. Recitals. Seller desires to sell to Buyer, and Buyer is willing to
purchase from Seller, 122,500 shares of Common Stock (the "Shares") of Buyer
owned by Seller and represented by Buyer's certificate number CC 13573, all in
accordance with the terms of this Agreement.
2. Redemption of The Shares. Seller hereby agrees to sell and assign
all of the Shares to Buyer at the closing and agrees to execute such stock
powers and other instruments of conveyance as may be reasonably requested by
Buyer in order to effectuate the transfer of the Shares.
3. Payment of Purchase Price. Buyer agrees to pay to Seller the product
of 122,500 times the closing price of Buyer's Common Stock as reported on the
New York Stock Exchange on September 30, 1997 ($43.50), in complete payment for
the Shares sold by Seller to Buyer, such price to be payable in cash at the
closing or at such date as agreed to by the parties hereto.
4. Warranties and Representations of Seller. Seller represents and
warrants that he is the lawful owner of, and has good and marketable title to,
the Shares; the Shares are subject to no liens or encumbrances whatsoever; and
Seller has full power and authority to enter into this Agreement and to convey
the valid title of the Shares to Buyer free and clear of all liens, pledges and
encumbrances whatsoever. Buyer represents and warrants that he knows of no
reason why Seller cannot consummate this transaction. Neither the execution and
delivery of this Agreement nor the carrying out of the transactions contemplated
hereby will result in any violation of any term of any material agreement or
instrument to which the Buyer is a party or by which it is bound, or of any law
or government order, rule or regulation which is applicable to the Buyer. No
consents or approvals of any persons or entities, government or otherwise, are
required which have not been, or will not have been prior to the closing,
obtained in respect of the execution and delivery by the Buyer of this Agreement
and the carrying out of the transactions contemplated hereby on the part of the
Buyer.
5. Indemnification by Seller. Seller agrees to defend, indemnify and
hold harmless Buyer from, against in respect of any and all loss or damage to
Buyer in whole or in part resulting from:
(a) Any breach of any of the warranties by Seller contained
herein, or any misstatement or omission of fact, or failure to state the facts
necessary to make those statements made not misleading, in or under this
Agreement; and
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(b) Any liability or obligation arising out of any actions,
suits, proceedings, claims, demands, judgments, costs and expenses (including
court costs and reasonable legal and accounting fees) incident to any of the
foregoing.
6. Closing. The closing shall take place on September 30, 1997 or on
such other date as agreed to by the parties hereto.
7. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Tennessee, applicable
to contracts made and to be performed therein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
BUYER:
CORRECTIONS CORPORATION OF AMERICA
By: /s/ Darrell K. Massengale
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Title: Chief Financial Officer
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SELLER:
/s/ Thomas W. Beasley
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THOMAS W. BEASLEY