Executive Employment Agreement - Wackenhut Corrections Corp. and John G. O'Rourke
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into effective the 7th
day of March 2002 by and between Wackenhut Corrections Corporation ("Company" or
"Company") and John G. O'Rourke ("Executive"), or collectively, "the Parties".
WHEREAS, Executive and Company have previously entered into an Executive
Severance Agreement (the "Severance Agreement") and Wackenhut Corrections
Corporation Retirement Agreement (the "Prior Retirement Agreement"), both
effective May 4, 2001, whereby, INTER ALIA, the Executive is to receive certain
payments and benefits upon a Change in Control (as defined in the Severance
Agreement) and subsequent termination of Executive's employment by the Company
within a one year period following the date of a Change in Control, or by the
resignation of Executive following a date that is more than one year, but less
than two years, following the date of a Change in Control; and
WHEREAS, The Wackenhut Corporation (TWC), a company listed on the New York Stock
Exchange and majority owner of Company, and Group 4 Falck, a Danish company
registered on the Copenhagen Exchange, have announced an intention to merge TWC
with a subsidiary of Group 4 Falck, and the announced merger, if completed, will
constitute a Change of Control under the terms of the Severance Agreement and
the terms of this Agreement; and
WHEREAS, the Executive and Company wish to cancel and terminate the Severance
Agreement and replace the Severance Agreement with this Agreement in order to
facilitate the continued employment of Executive under restructured terms and
conditions that will benefit the Company and better achieve the objectives of
Executive and Company as further set forth herein in the event of a Change in
Control (whether such Change in Control is the result of the announced intended
merger of TWC with a subsidiary of Group 4 Falck, or in the event such announced
merger is not consummated, as a result of a subsequent transaction constituting
a Change in Control as defined below); and
WHEREAS, Executive is currently employed by Company in the capacity of Senior
Vice President, Chief Financial Officer & Treasurer, and, in the event of a
Change in Control (as defined below), Executive and Company desire to (1)
continue the employment of Executive in such capacity on the terms and
conditions set forth in this Agreement; (2) provide the Executive with a payment
and other benefits related to a Change in Control of the Company in recognition
of the Executive's contribution to the value of the Company and the Executive's
willingness to cancel the Severance Agreement; and (3) enter into this Agreement
with the Company that includes an extended non-competition provision; and
WHEREAS, Executive and Company are entering into an Executive Retirement
Agreement (the "Retirement Agreement") contemporaneously with this Agreement;
and
WHEREAS, the basic terms and conditions of this Agreement and the Retirement
Agreement were reviewed and approved by the Board of Directors of WCC and the
Nominating and
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Compensation Committee members of the Board of Directors of WCC at a meeting
held on the of March 7, 2002;
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other valuable consideration the receipt and adequacy of which
is hereby acknowledged, the Parties hereby agree as follows:
1. POSITION AND DUTIES. Company hereby agrees to continue to employ Executive
and Executive hereby accepts continued employment and agrees to continue to
serve as Senior Vice President, Chief Financial Officer & Treasurer. Executive
will perform all duties and responsibilities and will have all authority
inherent in the position of Senior Vice President, Chief Financial Officer &
Treasurer.
2. TERM OF AGREEMENT AND EMPLOYMENT. The term of this Agreement shall begin upon
the date first set forth above and continue until the termination of Executive's
employment with the Company for any reason. The term of Executive's employment
under this Agreement will be for an initial period of two (2) years, beginning
on the first day of the first month following a Change in Control (as defined in
Section 3) (the "Commencement Date"), and terminating two years thereafter. The
term of employment under this Agreement will be automatically extended by one
day every day such that it has a continuous "rolling" two-year term, unless
otherwise terminated pursuant to paragraph 7. TERMINATION. Prior to any Change
in Control (as defined in Section 3) occurring, Executive shall continue to be
employed in Executive's current capacity and be subject to the same terms and
conditions of employment as exist immediately prior to the effective date of
this Agreement.
3. DEFINITIONS.
A. CHANGE IN CONTROL. For purposes of this Agreement, a "Change
in Control" shall be deemed to have occurred as of the day
that any one or more of the following conditions shall have
been satisfied:
(i) any "person" as such term is used in Section
12(d) and 14(d) of the Securities Exchange Act of 1934, (the
"Exchange Act") (other than the Company, TWC or any trustee or
other fiduciary holding securities under any employee benefit
plan of the Company), is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company (or a successor by
merger, consolidation or similar transaction, referred to in
this Section as a "successor") representing a percentage of
combined voting power of the Company's (or its successor's)
then outstanding securities which is greater than the
percentage of the combined voting power represented by
securities of the Company (or its successor) then owned by
TWC; provided, however, that for purposes of this clause (i),
the percentage so owned by TWC shall not be treated as
beneficially owned by any direct or indirect shareholder of
TWC; and provided further, that the transfer of securities of
the Company owned by TWC to any direct or indirect
shareholders of TWC in connection with any one or more
spin-offs, split-offs, split-ups, corporate distributions or
similar
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transactions consummated as part of an integrated plan
involving TWC's direct or indirect shareholders (a
"Restructuring Transaction") shall not be deemed to constitute
a Change in Control; or
(ii) after consummation of a Restructuring
Transaction, any person, as defined above (other than the
Company, TWC or any trustee or other fiduciary holding
securities under any employee benefit plan of the Company), is
or becomes the beneficial owner, as defined above, directly or
indirectly, of securities of the Company or its successor
representing a majority of the combined voting power of the
Company's (or its successor's) then outstanding securities;
provided, however that the ownership of securities of the
Company constituting such a majority by a person immediately
after consummation of a Restructuring Transaction and by such
person thereafter shall not constitute a Change in Control;
and provided further, that the subsequent acquisition of
securities by another person which causes such other person to
own such a majority will constitute a Change in Control; or
(iii) the Company consummates (1) an agreement for
the sale or disposition by the Company of all or substantially
all of the Company's assets except pursuant to a merger,
consolidation or similar transaction involving the Company and
a successor (as defined above) (said merger, consolidation or
similar transaction shall be tested only pursuant to clause
(i) above) or (2) a plan of complete liquidation of the
Company, or
(iv) any "person," as such term is used in Section
13(d) and 14(d) of the Exchange Act (other than the Company,
TWC, members of the TWC Controlling Shareholder Group, any
trustee or other fiduciary holding securities under any
employee benefit plan of the Company or TWC), is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of TWC
representing 30% or more of the combined voting power of TWC's
then outstanding securities; or
(v) the shareholders of TWC approve a merger or
consolidation of TWC with any other corporation or entity,
other than a merger or consolidation which would result in the
voting securities of TWC outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving
entity) more that 80% of the combined voting power of the
voting securities of TWC or such surviving entity outstanding
immediately after such merger or consolidation; or
(vi) TWC consummates (1) an agreement for the sale or
disposition by TWC of all or substantially all of TWC's assets
except pursuant to a merger, consolidation or similar
transaction involving TWC where TWC is not the surviving
entity (said merger, consolidation or similar transaction
shall be tested
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only pursuant to clause (v) above) or (2) a plan of complete
liquidation of TWC; or
(vii) the total combined voting power of TWC (or any
successor entity) represented by shares of voting stock owned
by members of the TWC Controlling Shareholder Group is reduced
to 30% or less.
Notwithstanding the foregoing, in no event shall a
Change in Control be deemed to have occurred with respect to
the Executive if the Executive is part of a purchasing group
that consummates a transaction causing a Change in Control.
The Executive shall be deemed "part of a purchasing group" for
purposes of the preceding sentence if the Executive is a
direct or indirect equity participant in the purchasing
company or group. Furthermore, the occurrence of any of the
events listed in clauses (iv), (v), (vi) or (vii) above shall
not constitute a Change in Control if they occur after
consummation of a Restructuring Transaction.
The "TWC Controlling Shareholder Group" includes (i)
George R. Wackenhut, (ii) the spouse and lineal descendants of
George R. Wackenhut, (iii) any trust whose only beneficiaries
are person described in the foregoing clauses (i) and (ii),
and (iv) Affiliates of the persons described in the foregoing
clauses (i), (ii) and (iii). An "Affiliate" of a person
includes only a corporation, limited liability company,
partnership, or similar entity where all of the voting
securities or ownership interests of said entity are directly
owned by such person. Unless otherwise defined, a "person"
includes any natural person and any corporation, limited
liability company, partnership, trust or other entity.
Once a Change in Control occurs after the execution
of this Agreement, the subsequent occurrence of another event
which is described above shall not be considered to be a
Change in Control under this Agreement.
B. CHANGE IN CONTROL PAYMENT. For purposes of this Agreement, the
"Change in Control Payment" shall mean an aggregate amount of
money equal to the product of three (3) multiplied by the sum
of the Executive's annual base salary as in effect at the time
of the Commencement Date, plus the annual bonus the Executive
received for calendar year 2001 (paid in 2002), together with
any Equalization Payment paid in accordance with Section
3.B.(i). In the event that the Company does not pay the Change
in Control Payment by the due dates specified in this
Agreement, then any unpaid amount shall bear interest at the
rate of 18 percent per annum, compounded monthly, until it is
paid.
i. EQUALIZATION PAYMENTS. If any of the Change in Control
Payment will be subject to the tax (the "Excise Tax") imposed
by Section 4999 of the Internal Revenue Code of 1986, as
amended (the "Code") (or any similar tax that may hereafter be
imposed), the Company shall pay to the Executive in cash
additional amounts (the "Gross-Up Payments") such that the net
amount retained by the
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Executive after deduction from the Change in Control Payment
and the Gross-Up Payments of any Excise Tax imposed upon the
Change in Control Payment and any federal, state and local
income tax and Excise Tax and any other tax imposed upon the
Gross-Up Payments shall be equal to the original amount of the
Change in Control Payment, prior to deduction of any Excise
Tax imposed with respect to the Change in Control Payment. The
Gross-Up Payments are intended to place the Executive in the
same economic position he would have been in if the Excise Tax
did not apply. The Gross-Up Payments shall be paid to the
Executive at the earlier of the time that Change in Control
Payments are paid to the Executive, or the time when any
Excise Tax relating to said Change in Control Payments becomes
due and payable. For purposes of determining the Gross-Up
Payments pursuant to this Section 3.B.(i), the Change in
Control Payment shall also include any other amounts which
would be considered "Parachute Payments" (within the meaning
of Section 280G(b)(2) of the Code) to the Executive,
including, but not limited to, the value of any Executive
Benefits and Retirement Payments made pursuant to the terms of
the Retirement Agreement to the extent provided for by Code
Section 280G and final, temporary or proposed regulations
thereunder, and Gross-Up Payments relating to said amounts
shall be paid to the Executive at the earlier of the time that
said amounts are paid to the Executive, or the time when any
Excise Tax relating to said amounts becomes due and payable.
ii. TAX RATES. For purposes of determining the amount of the
Gross-Up Payment, the Executive shall be deemed to pay Federal
income taxes at the highest marginal rate of Federal income
taxation in the calendar year in which the Gross-Up Payment is
to be made, and state and local income taxes at the highest
marginal rate of taxation in the state and locality of the
Executive's residence on the date of termination, net of the
maximum reduction in Federal income taxes which could be
obtained from deduction of such state and local taxes.
iii. TAX CALCULATION. Simultaneously with the Company's
payment of the Change in Control Payment, the Company shall
deliver to the Executive a written statement specifying the
total amount of the Change in Control Payment and the Gross-Up
Payment, together with all supporting calculations. If the
Executive disagrees with the Company's calculation of either
of said payments, the Executive shall submit to the Company,
no later than 30 days after receipt of the Company's
calculations, a written notice advising the Company of the
disagreement and setting forth his calculation of said
payments. The Executive's failure to submit such notice within
such period shall be conclusively deemed to be an agreement by
the Executive as to the amount of the Change in Control
Payment and the Gross-Up Payment. If the Company agrees with
the Executive's calculations, it shall pay any shortfall to
the Executive within 20 days after receipt of such a notice
form the Executive, together with interest thereon accruing at
the rate of 18 percent per annum, compounded monthly, from the
original due date of the Change in Control Payment through the
actual date of payment of said shortfall. If the Company does
not agree with the Executive's calculations, it shall
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provide the Executive with a written notice within 20 days
after the receipt of the Executive's calculations advising the
Executive that the disagreement is to be referred to an
independent accounting firm for resolution. Such disagreement
shall be referred to an independent "Big 5" accounting firm
which is not the regular accounting firm of the Company and
which is agreed to by the Company and the Executive within 10
days after issuance of the Company's notice of disagreement
(if the Parties cannot agree on the identity of the accounting
firm which is to resolve the dispute, the accounting firm
shall be selected by means of a coin toss conducted in Palm
Beach County, Florida by counsel to the Executive on the first
business day after such 10 day period in such a manner as such
counsel may specify). The accounting firm shall review all
information provided to it by the Parties and submit a written
report setting forth its calculation of the Change in Control
Payment and the Gross-Up Payment within 15 days after
submission of the matter to it, and such decision shall be
final and binding on all of the Parties. The fees and expenses
charged by said accounting firm shall be paid by the Company.
If the amount of the Change in Control Payment or Gross-Up
Payment actually paid by the Company was less than the amount
calculated by the accounting firm, the Company shall pay the
shortfall to the Executive within 5 days after the accounting
firm submits its written report, together with interest
thereon accruing at the rate of 18 percent per annum,
compounded monthly, from the original due date of the Change
in Control Payment through the actual date of payment of said
shortfall.
iv. SUBSEQUENT RECALCULATION. In the event the Internal
Revenue Service imposes an Excise Tax with respect to the
Change in Control Payment that is greater than the Excise Tax
calculated hereunder, the Company shall reimburse the
Executive for the full amount necessary to made the Executive
whole in accordance with the principles set forth above,
including any interest and penalties which may be imposed.
C. GOOD REASON. Termination by Executive of his employment for
"Good Reason" shall mean a termination by Executive upon:
(i) A material reduction in Executive's title or
responsibilities;
(ii) Any reduction in Executive's base salary or annual
bonus;
(iii) A diminution in the Executive's eligibility to
participate in bonus, stock options, incentive awards
and other compensation plans or a diminution in
Executive Benefits (as defined below); or
(iv) A change in the location of Executive's principal
place of employment by the Company of more than 50
miles from the location at which he was principally
employed immediately prior to a Change in Control.
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4. COMPENSATION.
(A) ANNUAL BASE SALARY. For all of the services rendered by Executive
during the first year of the period of employment, Company will pay
Executive a base salary at the rate of not less than $255,200.00 per
year, or such higher salary as may be in effect when a Change in
Control (as defined in Section 3) occurs. The Company shall increase
the annual base salary paid to Executive by applying a cost of living
increase to be determined by the Board of Directors, such increase to
be made effective the 1st day of January of each year of the employment
term. However, under no circumstances shall the cost of living increase
be less than 5% per annum. The annual base salary shall be payable at
such regular times and intervals as the Company customarily pays its
Executives from time to time.
(B) INCENTIVE BONUS. For each fiscal year of employment during which
the Company employs the Executive, the Executive shall be entitled to
receive a target bonus of 25% of Executive's then current annual salary
plus a multiplier up to 50% in accordance with the executive bonus plan
established by the Board of Directors for determining the Executive's
annual bonus, such incentive bonus to be paid effective the 1st day of
January of each year of the employment term.
5. EXECUTIVE BENEFITS. Executive will be entitled to four weeks of vacation per
fiscal year. Executive will be eligible for and will participate in, without
action by the Board of Directors of Company or any committee thereof, any
additional benefits and perquisites available to executive officers of Company,
including any group health, life insurance, disability, or other form of
Executive benefit plan or program of Company now existing or that may be later
adopted by Company. This includes the health, dental and life insurance programs
Company provides currently to its executives.
6. PAYMENT OF CHANGE IN CONTROL PAYMENT. Beginning on the Commencement Date and
continuing for twenty-four (24) consecutive months (unless otherwise terminated
or accelerated under the terms of this Agreement), the Company shall pay one
twenty-fourth (1/24th) of the Change in Control Payment (as defined and
calculated above) to the Executive (or his Beneficiar(ies) or Estate). In
addition, on the Commencement Date, the Company shall transfer all of its
interest in any automobile used by the Executive pursuant to the Company's
Executive Automobile Policy (the "Executive Automobile Policy") and shall pay
the balance of any outstanding loans or leases on such automobile (whether such
obligations are those of the Executive or the Company) so that the Executive
owns the automobile outright (in the event such automobile is leased, the
Company shall pay the residual cost of such lease).
7. DEATH OR DISABILITY. Executive's employment will terminate immediately upon
Executive's death. If Executive become physically or mentally disabled so as to
become unable for a period of more than five consecutive months or for shorter
periods aggregating at least five months during any twelve month period to
perform Executive's duties hereunder on a substantially full-time basis,
Executive's employment will terminate as of the end of such five-month or
twelve-month period and this shall be considered a "disability" under this
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Agreement. Such termination shall not affect Executive's benefits under
Company's disability insurance program, if any, then in effect.
8. TERMINATION. Either the Executive or the Company may terminate this Agreement
for any reason upon not less than ten (10) days written notice.
(A) TERMINATION OF EMPLOYMENT OTHER THAN BY RESIGNATION OF EXECUTIVE.
Upon the termination of this Agreement for any reason (including
termination of employment by the Executive for Good Reason, or the
death or disability of Executive) other than by the resignation of
Executive without Good Reason, the Executive shall be entitled to and
paid six months' Annual Base Salary and target level Incentive Bonus as
set forth in paragraph 3. COMPENSATION, based upon the then current
salary level; provided that in the event the Executive's employment is
terminated for any reason (including termination of employment by the
Executive for Good Reason, or the death or disability of Executive)
other than by the resignation of Executive without Good Reason prior to
full payment of the Change in Control Payment, the Company shall also
pay to the Executive any remaining unpaid Change in Control Payment
that the Executive would have otherwise been paid had Executive
continued employment with the Company.
Further, upon the termination of this Agreement for any reason
(including termination of employment by the Executive for Good Reason,
or the death or disability of Executive) other than by the resignation
of Executive without Good Reason, Company shall continue to provide the
Executive (and if applicable, his beneficiaries) with the Executive
Benefits (as described in Section 5), at no cost to the Executive in no
less than the same amount and, on the same terms and conditions as in
effect on the date on which the Change of Control occurs for a period
of 3 years after the date of termination of the Executive's employment
with the Company, or, alternatively, if the Executive (or his estate)
elects at any time in a written notice delivered to the Company to
waive any particular Executive Benefits, the Company shall make a cash
payment to the Executive within ten days after receipt of such election
in an amount equal to the present value of the Company's cost of
providing such Executive Benefits from the date of such election to the
end of the foregoing 3-year period, and such present value shall be
determined by reference to the Company's then-current cost levels and a
discount rate equal to 120 percent of the short-term applicable Federal
rate provided for in Section 1274(d) of the Internal Revenue Code (the
"Code") for the month in which the Change in Control occurs. In
addition, the Company shall pay to the Executive, within 10 days after
said termination, an amount equal to the sum of (a) the dollar value of
vacation time that would have been credited to the Executive pursuant
to the Company's Vacation Policy (the "Vacation Policy") if the
Executive had remained employed by the Company through the "Anniversary
Date" (as defined in the Vacation Policy) immediately following his
termination of employment, multiplied by a fraction, the numerator of
which is the number of days which elapsed from the Executive's
Anniversary Date immediately preceding the date of termination through
the date of such termination, and the denominator of which is 365, plus
(b) the dollar value of vacation time which the Executive was entitled
to have taken immediately prior to the Executive's termination, which
was not in fact taken by the Executive; the
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dollar value of vacation time referred to above shall be equal to the
amount which would have been paid to the Executive by the Company
during such vacation time had the vacation time in fact been taken by
the Executive immediately prior to the Executive's termination. If the
Executive dies during the 3-year period following the termination of
this Agreement for any reason (including termination of employment by
the Executive for Good Reason, or the death or disability of Executive)
other than by the resignation of Executive without Good Reason, the
Company shall provide the Executive Benefits, to the extent applicable,
to the Executive's estate, or make any applicable cash payments in lieu
thereof to said estate. The Executive shall be deemed to be employed by
the Company if the Executive is employed by the Company or any
subsidiary of the Company in which the Company owns a majority of the
subsidiary's voting securities. Notwithstanding anything else in the
Agreement to the contrary, subsequent reemployment of the Executive by
the Company or any successor of the Company following a Change in
Control will not cause the Executive to forfeit any compensation or
benefits provided in this Agreement.
(B) TERMINATION OF EMPLOYMENT BY RESIGNATION OF EXECUTIVE. Upon the
termination of this Agreement by the resignation of the Executive
without Good Reason, the Executive shall be due no further compensation
related to annual salary, incentive bonus, Executive Benefits, or
Change in Control Payment than what is due and owing through the
effective date of Executive's resignation. Termination of this
Agreement by the resignation of the Executive shall not affect
Executive's rights under the Retirement Agreement.
9. NON-COMPETITION: CONFIDENTIALITY.
(A) NON-COMPETITION. During the period of Executive's employment with
Company and until two years after the termination of Executive's
employment, Executive will not, directly or indirectly, on Executive's
own behalf or as a partner, officer, director, trustee, Executive,
agent, consultant or member of any person, firm or corporation, or
otherwise, enter into the employ of, render any service to, or engage
in any business or activity which is the same as or competitive with
any business or activity conducted by Company or any of its majority
owned subsidiaries; provided, however, that the foregoing shall not be
deemed to prevent the Executive from investing in securities of any
company having a class of securities which is publicly traded, so long
as through such investment holdings in the aggregate, the Executive is
not deemed to be the beneficial owner of more than 5% of the class of
securities that are so publicly traded. During the period of
Executive's employment and until three years after the termination of
Executive's employment, Executive will not, directly or indirectly, on
Executive's own behalf or as a partner, shareholder, officer,
Executive, director, trustee, agent, consultant or member of any
person, firm or corporation or otherwise, seek to employ or otherwise
seek the services of any Executive of Company or any of its majority
owned subsidiaries.
(B) CONFIDENTIALITY. During and following the period of Executive's
employment with Company, Executive will not use for Executive's own
benefit or for the benefit of others,
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or divulge to others, any information, trade secrets, knowledge or data
of secret or confidential nature and otherwise not available to members
of the general public that concerns the business or affairs of Company
or its affiliates and which was acquired by Executive at any time prior
to or during the term of Executive's employment with Company, except
with the specific prior written consent of Company.
(C) WORK PRODUCT. Executive agree that all programs, inventions,
innovations, improvements, developments, methods, designs, analyses,
reports and all similar or related information which relate to the
business of Company and its affiliates, actual or anticipated, or to
any actual or anticipated research and development conducted in
connection with the business of Company and its affiliates, and all
existing or future products or services, which are conceived, developed
or made by Executive (alone or with others) during the term of this
Agreement ("Work Product") belong to Company. Executive will cooperate
fully in the establishment and maintenance of all rights of Company and
its affiliates in such Work Product. The provisions of this Section
9(C) will survive termination of this Agreement indefinitely to the
extent necessary to require actions to be taken by Executive after the
termination of the Agreement with respect to Work Product created
during the Agreement.
(D) ENFORCEMENT. If any covenant or agreement contained in this Section
9 is found by a court having jurisdiction to be unreasonable in
duration, geographical scope or character of restriction, the covenant
or agreement will not be rendered unenforceable thereby but rather the
duration, geographical scope or character of restriction of such
covenant or agreement will be reduced or modified with retroactive
effect to make such covenant or agreement reasonable, and such covenant
or agreement will be enforced as so modified.
10. REPRESENTATIONS. Executive hereby represents and warrants to Company that
(i) the execution, delivery and full performance of this Agreement by Executive
does not and will not conflict with, breach, violate or cause a default under
any agreement, contract or instrument to which Executive is a party or any
judgment, order or decree to which Executive is subject; (ii) Executive is not a
party or bound by any employment agreement, consulting agreement, agreement not
to compete, confidentiality agreement or similar agreement with any other person
or entity; and (iii) upon the execution and delivery of this Agreement by
Company, this Agreement will be Executive's valid and binding obligation,
enforceable in accordance with its terms.
11. ARBITRATION. In the event of any dispute between Company and Executive with
respect to this Agreement, either party may, in its sole discretion by notice to
the other, require such dispute to be submitted to arbitration. The arbitrator
will be selected by agreement of the Parties or, if they cannot agree on
arbitrator or arbitrators within 30 days after the giving of such notice, the
arbitrator will be selected by the American Arbitration Association. The
determination reached in such arbitration will be final and binding on both
Parties without any right of appeal. Execution of the determination by such
arbitrator may be sought in any court having jurisdiction. Unless otherwise
agreed by the Parties, any such arbitration will take place in West Palm Beach,
Florida and will be conducted in accordance with the rules of the American
Arbitration Association. If the Executive is the prevailing party in any such
arbitration, he will be entitled to reimbursement
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by Company of all reasonable costs and expenses (including attorneys' fees
incurred in such arbitration).
12. ASSIGNMENT. Executive may not assign, transfer, convey, mortgage,
hypothecate, pledge or in any way encumber the compensation or other benefits
payable to Executive or any rights which Executive may have under this
Agreement. Neither Executive nor Executive's beneficiary or beneficiaries will
have any right to receive any compensation or other benefits under this
Agreement, except at the time, in the amounts and in the manner provided in this
Agreement. This Agreement will inure to the benefit of and will be binding upon
any successor to Company. As used in this Agreement, the term "successor" means
any person, firm, corporation or other business entity which at any time,
whether by merger, purchase or otherwise, acquires all or substantially all of
the capital stock or assets of Company. This Agreement may not be otherwise
assigned by Company.
13. GOVERNING LAW. This Agreement shall be governed by the laws of Florida
without regard to the application of conflicts of laws.
14. ENTIRE AGREEMENT. This Agreement and the Executive Retirement Agreement
constitute the only agreements between Company and Executive regarding
Executive's employment by Company. This Agreement and the Executive Retirement
Agreement supersede any and all other agreements and understandings, written or
oral, between Company and Executive. A waiver by either party of any provision
of this Agreement or any breach of such provision in an instance will not be
deemed or construed to be a waiver of such provision for the future, or of any
subsequent breach of such provision. This Agreement may be amended, modified or
changed only by further written agreement between Company and Executive, duly
executed by both Parties.
15. NOTICES. Any and all notices required or permitted to be given hereunder
will be in writing and will be deemed to have been given when deposited in
United States mail, certified or registered mail, postage prepaid. Any notice to
be given by Executive hereunder will be addressed to Company to the attention of
its General Counsel at its main offices, 4200 Wackenhut Drive, Palm Beach
Gardens, Florida 33410. Any notice to be given to Executive will be addressed to
Executive at Executive's residence address last provided by Executive to
Company. Either party may change the address to which notices are to be
addressed by notice in writing to the other party given in accordance with the
terms of this Section.
16. HEADINGS. Section headings are for convenience of reference only and shall
not limit or otherwise affect the meaning or interpretation of this Agreement or
any of its terms and conditions.
17. CANCELLATION OF EXECUTIVE SEVERANCE AGREEMENT DATED MAY 4, 2001. The
Executive Severance Agreement entered into by and between Executive and Company
on May 4, 2001, is hereby cancelled and terminated as of the date of execution
of this Agreement.
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<PAGE>
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this
Agreement under seal as of the date first above written.
WACKENHUT CORRECTIONS CORPORATION
By: /s/ George R. Wackenhut
-------------------------------------
George R. Wackenhut
Chairman
EXECUTIVE
By: /s/ John G. O'Rourke
-------------------------------------
John G. O'Rourke
Senior Vice President, Chief
Financial Officer & Treasurer
Approved by a majority of the members of the Company Nominating & Compensation
Committee at a duly convened meeting of that committee held on the 7th day of
March 2002.
/s/ Benjamin R. Civiletti
-----------------------------------
Mr. Benjamin R. Civiletti, Chairman
/s/ Richard H. Glanton
------------------------------------
Mr. Richard H. Glanton, Member
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