Retirement Agreement - Wackenhut Corrections Corp. and George C. Zoley
WACKENHUT CORRECTIONS CORPORATION
RETIREMENT AGREEMENT
This Retirement Agreement is entered into by and between WACKENHUT
CORRECTIONS CORPORATION, a Florida corporation ("Company"), and GEORGE C. ZOLEY
("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 Vice Chairman and Chief
Executive 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 February 7, 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 $20,933.33
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.
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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 $10,416.66 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 $10,416.66 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 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 pawns 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.
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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, not 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.
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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.
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IN WITNESS WHEREOF, this Agreement shall be effective the 4th day of
May, 2001.
(Executive) (Company)
WACKENHUT CORRECTIONS
CORPORATION
/s/ George C. Zoley By: /s/ George R. Wackenhut
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George C. Zoley George R. Wackenhut
Vice Chairman and Chief Executive
Officer Attest: /s/
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(CORPORATE SEAL)
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