Sample Business Contracts

Retirement Agreement - Wackenhut Corrections Corp. and Wayne H. Calabrese

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                              RETIREMENT AGREEMENT

         This Retirement Agreement is entered into by and between WACKENHUT
CORRECTIONS CORPORATION, a Florida corporation ("Company"), and WAYNE H.
CALABRESE ("Executive").

         WHEREAS, the Executive was a participant in the Wackenhut Corrections
Corporation's Senior Officer Retirement Plan (the "Former Plan"); and

         WHEREAS, Executive has agreed to terminate his participation in the
Former Plan; and

         WHEREAS, the Company desires to provide Executive with certain
retirement benefits, as set forth in this Agreement.

         NOW THEREFORE, it is agreed as follows:

1.  Employment

    Company currently employs Executive as President and Chief Operating Officer
    and may employ Executive in such other positions as may be determined from
    time to time by the Board of Directors of Company and at such rate of
    compensation as may be so determined. Executive will devote his full energy,
    skill and best efforts to the affairs of Company on a full-time basis. It is
    contemplated that such employment will continue until November 5, 2010 (the
    "Retirement Date"), but nevertheless either Company or Executive may
    terminate Executive's employment at any time and for any reason upon ten
    (10) days written notice to the other.

2.  Retirement

    In the event Executive's employment continues until his Retirement Date,
    upon retirement, and commencing with the first month after Executive
    actually retires, Company will pay Executive $16,666.66 monthly for three
    hundred (300) months.

3.  Termination of Employment

    If Executive terminates his employment with the Company for reason other
    than death, or if Company terminates Executive's employment prior to
    Executive's Retirement for reason other than death, Company will pay
    Executive monthly, commencing with the first month after Executive's
    Retirement Date and continuing for three hundred (300) months, the amount
    specified in Section 2 above.

<PAGE>   7

4.  Death

    If Executive dies before his Retirement Date and before termination of his
    employment with the Company, the Company shall pay Executive's named
    beneficiary (designated as provided in Section 6 of this Agreement and
    hereinafter referred to as "Beneficiary") a monthly amount of $8,333.33
    commencing with the first month following death and continuing for one
    hundred fifty (150) months thereafter. In the case of the death of Executive
    after termination of employment with Company, but before his Retirement
    Date, the Company shall pay to Beneficiary $8,333.33 commencing with the
    first month following death and continuing for one hundred fifty (150)
    months thereafter. If Executive dies within three hundred (300) months
    following his Retirement Date and while receiving payments hereunder, the
    Company shall pay Beneficiary the payments that would have been made to
    Executive had he lived for the balance of said three hundred (300) month

5.  Change in Control

    Upon the occurrence of a "Change in Control" (as defined in the Executive
    Severance Agreement between the Executive and Company, dated May 4, 2001),
    the Executive's Retirement Date shall automatically be changed for all
    purpose to the date which is five years prior to the date specified in
    Section 1 hereof. In addition, within ten (10) days following the date the
    Executive's employment with the Company is terminated following a Change in
    Control, the Company shall pay to the Executive or if the Executive dies to
    the Beneficiary or Beneficiaries, the present value of all deferred
    compensation provided for pursuant to this Agreement that would have been
    paid if the Executive remained employed with the Company through the
    Retirement Date. The present value shall be calculated (i) using a discount
    rate equal to the lower of the rate provided in Internal Revenue Code
    Section 28OG(d)(4), or six and one half percent (6-1/2%), and (ii) without
    regard to any mortality factor or related probabilities.

6.  Small Amounts

    In the event the amount of any monthly payments provided herein shall be
    less than Twenty ($20) Dollars, the Company in its sole discretion may in
    lieu thereof pay the commuted value of such payments (calculated on the
    basis of the interest rate and mortality assumptions being used by The
    Northwestern Mutual Life Insurance Company of Milwaukee, Wisconsin, to
    calculate immediate annuity rates on the date of this Agreement) to the
    person entitled to such payments.

7.  Beneficiary

    The Beneficiary (or Beneficiaries) of any payments to be made after
    Executive's death, shall be as designated by Executive and shown on Exhibit
    A attached hereto or such other person or persons as Executive shall
    designate in writing to the Company. If Executive has made no effective
    designation of Beneficiaries, any such payments shall be made to Executive's

<PAGE>   8

8.  Restrictions and Non-Competition

    Executive shall not at any time, either directly or indirectly, accept
    employment with, render service, assistance or advice to, own, manage,
    operate, control or participate in the ownership, or allow his name to be
    used by any competitor of the Company unless approved by the Board of
    Directors of the Company. Determination by the Board of Directors of the
    Company that Executive has engaged in any such activity shall be binding and
    conclusive on all parties, and in addition to all other rights and remedies
    which Company shall have, neither Executive nor Beneficiary shall be
    entitled to any payments hereunder. In the event of a "Change in Control",
    the provisions of this Section 8 shall no longer apply.

9.  Insurance

    If Company shall elect to purchase a life insurance contract to provide
    Company with funds to make payments hereunder, Company shall at all times be
    the sole and complete owner and beneficiary of such contract, and shall have
    the unrestricted right to use all amounts and exercise all options and
    privileges thereunder without knowledge or consent of Executive of
    Beneficiary or any other person, it being expressly agreed that neither
    Executive nor Beneficiary nor any other person shall have any right, title
    or interest whatsoever in or to any such contract.

10. Source of Payments

    Executive, Beneficiary and any other person or persons having or claiming a
    right to payments hereunder or to any interest in this Agreement shall rely
    solely on the unsecured promise of Company set forth herein, and nothing in
    this Agreement shall be construed to give Executive, Beneficiary or any
    other person or persons any right, title, interest or claim in or to any
    specific asset, fund, reserve, account or property of any kind whatsoever
    owned by Company or in which it may have any right, title or interest now or
    in the future, but Executive shall have the right to enforce his claim
    against Company in the same manner as any unsecured creditor.

11. Amendment

    This Agreement may be amended at any time or from time to time by written
    agreement of the parties.

12. Assignment

    Neither Executive, nor Beneficiary, nor any other person entitled to
    payments hereunder shall have power to transfer, assign, anticipate,
    mortgage or otherwise encumber in advance any of such payments, nor shall
    such payments be subject to seizure for the payment of public or private
    debts, judgments, alimony or separate maintenance, or be transferable by
    operation of law in event of bankruptcy, insolvency or otherwise.


<PAGE>   9

13. Waiver of Benefits under Former Plan

    As consideration for this Agreement, Executive waives all benefits available
    under the Former Plan and waives all claims, however arising, which he now
    has or hereafter may be entitled to claim against the Company or its
    affiliates under the Former Plan, and the Company's respective predecessors,
    successors, assigns, owners, any affiliated or related corporations or
    entities, arising from or in connection with or otherwise resulting from any
    matter, event, state of facts, claim, contention or cause whatsoever,
    occurring or existing from the beginning of time, in connection with or
    relating to the Former Plan.

14. Binding Effect

    This Agreement shall be binding upon the parties hereto, their heirs,
    executors, administrators, successors and assigns. The Company agrees it
    will not be a party to any merger, consolidation or reorganization, unless
    and until its obligations hereunder shall be expressly assumed by its


<PAGE>   10

         IN WITNESS WHEREOF, this Agreement shall be effective the 4th day of
May, 2001.

         (Executive)                                  (Company)

                                            WACKENHUT CORRECTIONS

 /S/ Wayne H. Calabrese                    By: /S/ George R. Wackenhut
--------------------------------------        ----------------------------------
Wayne H. Calabrese                            George R. Wackenhut
President and Chief Operating Officer


                                                         (CORPORATE SEAL)