Employment Agreement - Corrections Corporation of America and J. Michael Quinlan
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made on this 3rd day of August, 1999, by and between
CORRECTIONS CORPORATION OF AMERICA (formerly, Correctional Management Services
Corporation), a Tennessee corporation (the "Company"), and J. MICHAEL QUINLAN
(the "Employee").
W I T N E S S E T H:
WHEREAS, the Company desires to retain the services of the Employee,
and the Employee desires to be employed by the Company, on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and conditions set forth below, the parties hereto agree as follows:
1. Employment. The Company hereby employs the Employee as its President
and as its Chief Operating Officer and the Employee hereby accepts such
employment upon the terms and conditions of this Agreement. In such capacity,
the Employee shall have such duties, functions, responsibilities and authority
as are consistent with the Employee's position, subject to the general
direction, approval and control of the Board of Directors of the Company (the
"Board"). The duties of the Employee may be expanded, restricted or otherwise
altered from time to time by the Board, consistent with the general duties,
authority, and responsibilities set forth herein.
2. Compensation.
(a) Base Salary. In consideration of the services rendered by the
Employee pursuant to Section 1 hereof, the Company shall pay the Employee a base
salary (the "Base Salary") of $300,000 per annum payable in accordance with the
Company's normal payment practices but in no event less frequently than monthly.
At the end of each year during the term hereof, the Base Salary shall be
reviewed by the Board, or such subcommittee to which compensation review has
been delegated (the "Subcommittee"), and may be increased (but not decreased) in
the absolute discretion of the Board or the Subcommittee.
(b) Bonus. In the absolute discretion of the Board or Subcommittee, the
Employee may receive a bonus in an amount to be determined by the Board or
Subcommittee.
(c) Benefits. The Employee shall also be entitled:
(i) to participate in any executive deferred compensation plan,
qualified retirement plan or contingent compensation plan (including
stock purchase or stock option plans) adopted by the Company, subject
to and on a basis consistent with the terms, conditions and overall
administration of such plans; and
(ii) to participate in or receive benefits under any employee
benefit plan or other arrangement including, but not limited to, any
medical, dental, retirement, disability, life
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insurance, sick leave and vacation plans or arrangements made available
by the Company to any of its employees, subject to and on a basis
consistent with the terms, conditions and overall administration of
such plans or arrangements.
(d) Expenses. The Company shall promptly reimburse the Employee for all
reasonable travel and other business expenses incurred by the Employee in the
performance of his duties under this Agreement upon evidence of receipt.
3. Covenants of Employee.
(a) Non-Competition. The Company and the Employee recognize and
acknowledge that the Company's business has a national scope and the Company is
contemplating doing business in every state in the United States and that it is
reasonably anticipated that the Employee will perform his duties under this
Agreement in every state in the United States. During the term of this Agreement
(and thereafter for a period of three (3) years), the Employee will not, within
the United States, directly or indirectly, own, manage, operate, control, be
employed by, participate in, or be connected in any manner with the ownership,
management, operation, or control of any entity engaged in the ownership,
development, financing, acquisition, management or operation of correctional and
detention facilities or otherwise compete, directly or indirectly, with the
Company. The Employee acknowledges that the provisions of this paragraph are
essential to the continued goodwill and profitability of the Company. Should any
court determine that the provisions of this paragraph shall be unenforceable in
respect to scope, duration, or geographic area, such court may substitute to the
extent enforceable, provisions similar hereto or other provisions so as to
provide the Company, to the fullest extent permitted by applicable law, the
benefits intended by this paragraph.
(b) Non-Disclosure. The Employee acknowledges that the Company's
knowledge of its business, its development plans, its method of operation and
managing the business, its cost control methods, its financial or other
performance data, its trade secrets, its methods for bidding on projects,
confidential information of the Company, its subsidiaries, affiliates, and
franchises and the Company's list of customers and prospective customers (as it
may exist from time to time) are valuable, special, and unique assets of the
Company and are proprietary to the Company. The Employee will not, during or
after the term of his employment, disclose any part thereof to any person, firm,
corporation, association, or other entity for any reason or purpose whatsoever.
(c) Remedies. In addition to any other rights and remedies available
under this Agreement, at law or otherwise, the Company shall be entitled to an
injunction to be issued by any court of competent jurisdiction enjoining and
restraining the Employee from committing any violation of subsections (a) and
(b) above. Any provisions of subsections (a) and (b) above which are deemed
invalid, illegal or unenforceable in any jurisdiction shall, as to that
jurisdiction and subject to this paragraph be ineffective to the extent of such
invalidity, illegality or unenforceability, without affecting in any way the
remaining provisions hereof in such jurisdiction or rendering that or any other
provisions of this Agreement invalid, illegal, or unenforceable in any other
jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable
because its scope is considered
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excessive, such covenant shall be modified so that the scope of the covenant is
reduced only to the minimum extent necessary to render the modified covenant
valid, legal and enforceable.
4. Working Facilities. The Employee shall have such facilities and
services as are suitable to his position and appropriate for the performance of
his duties, as the Company may determine.
5. Term and Termination.
(a) Term. The term of this Agreement shall begin on the date first
written above, and shall terminate on May 11, 2003. The term of this Agreement
may be extended for an additional period of time by mutual written agreement of
the Company and the Employee.
(b) Termination. The Company may terminate the Employee's employment
upon thirty (30) days prior written notice to the Employee upon the happening of
any of the following events (i) any act of the Employee which constitutes fraud,
gross misconduct, gross negligence or a material breach of this Agreement, (ii)
frequent and repeated failure to perform services which have been reasonably
requested of the Employee by the Board and which are consistent with the terms
of this Agreement, (iii) the death of the Employee, (iv) disability of the
Employee, or (v) a decision by the Company to terminate its business and
liquidate; provided, however, that the Company shall not terminate the
employment of the Employee pursuant to clause (i) or (ii) hereof unless the
Company (A) provides the Employee with at least 15 days prior written notice of
its intention to terminate the Employee's employment hereunder, which notice
shall describe the reasons for such termination, and (B) allows the Employee a
reasonable opportunity and a reasonable period of time to cure any curable acts
or omissions on which its decision to terminate is based.
6. Notices. Any notice required or desired to be given under this
Agreement shall be deemed given if in writing sent by certified mail to his
residence in the case of the Employee, or to its principal office in the case of
the Company.
7. Waiver of Breach. The waiver by the Company of a breach of any
provision of this Agreement by the Employee shall not operate or be construed as
a waiver of any subsequent breach by the Employee. No waiver shall be valid
unless in writing and signed by an authorized officer of the Company.
8. Assignment. The Employee acknowledges that the services to be
rendered by him are unique and personal. Accordingly, the Employee may not
assign any of his rights or delegate any of his duties or obligations under this
Agreement. The rights and obligations of the Company under this Agreement shall
inure to the benefit of and shall be binding upon the successors and assigns of
the Company.
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9. Entire Agreement. This Agreement contains the entire understanding
of the parties. It may not be changed orally but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.
10. Counterparts. This Agreement may be executed in two counterparts,
each of which may be considered an original but which taken together shall
constitute the same instrument.
11. Controlling Law. This Agreement shall be governed and interpreted
under the laws of the State of Tennessee.
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IN WITNESS WHEREOF, the parties have executed this Agreement this the
same day and date first written above.
COMPANY:
CORRECTIONS CORPORATION OF AMERICA
By: /s/ Doctor R. Crants
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Its: CEO
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EMPLOYEE:
/s/ J. Michael Quinlan
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J. Michael Quinlan
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