Sample Business Contracts

Retirement Agreement - Wackenhut Corrections Corp. and John O'Rourke

Sponsored Links

                              RETIREMENT AGREEMENT

         This Retirement Agreement is entered into by and between WACKENHUT
CORRECTIONS CORPORATION, a Florida corporation ("Company"), and JOHN O'ROURKE

         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 Chief Financial Officer and
         Treasurer 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 August 1, 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 $12,500.00
         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>   12

4.       Death

         If Executive dies before his Retirement date and before termination of
         his employment with the Company, the Company shall pay Executives's
         named beneficiary (designated as provided in Section 6 of this
         Agreement and hereinafter referred to as "Beneficiary") a monthly
         amount of $6,250.00 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 $6,250.00 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 period.

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 purposes 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
         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 280G(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

<PAGE>   13

         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 estate.

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


<PAGE>   14

         public or private debts, judgments, alimony or separate maintenance, or
         be transferable by operation of law in event of bankruptcy, insolvency
         or otherwise.

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 successors.

<PAGE>   15

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

         (Executive)                                  (Company)

                                            WACKENHUT CORRECTIONS

 /S/ John G. O'Rourke                      By: /S/ George R. Wackenhut
--------------------------------------        ----------------------------------
John G. O'Rourke                              George R. Wackenhut
Chief Financial Officer and Treasurer


                                                         (CORPORATE SEAL)