<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 1999
REGISTRATION NO. 333-_______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
WACKENHUT CORRECTIONS
CORPORATION
(Exact Name of Registrant as Specified in its Charter)
FLORIDA 65-0043078
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer
Organization) Identification No.)
4200 WACKENHUT DRIVE #100
PALM BEACH GARDENS, FLORIDA 33410-4243
(561) 622-5656
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
1999 STOCK OPTION PLAN
(Full Title of the Plan)
TIMOTHY HOWARD, ESQ.
4200 WACKENHUT DRIVE #100
PALM BEACH GARDENS, FLORIDA 33410-4243
(561) 622-5656
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
-----------------
COPIES OF ALL COMMUNICATIONS TO:
BRADLEY D. HOUSER
AKERMAN, SENTERFITT & EIDSON, P.A.
SUNTRUST INTERNATIONAL CENTER
ONE S.E. 3RD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
PROPOSED MAXIMUM
TITLE OF AMOUNT TO PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (2) OFFERING PRICE PER SHARE PRICE (3) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, par value $.01 per
share (1) 550,000 shares $19.1875(3) $10,553,125 $2,933.77
=========================================================================================================================
</TABLE>
(1) Includes shares to be issued pursuant to outstanding options granted
under the Registrant's 1999 Stock Option Plan.
(2) This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment provisions of
the Registrant's 1999 Stock Option Plan.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
The Proposed Maximum Offering Price is based on the average of the high
and low prices on the New York Stock Exchange during the five trading
days ending May 26, 1999.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in Wackenhut Corrections Corporation's
1999 Stock Option Plan, as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
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<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Company with the Commission
are incorporated herein by reference.
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended January 3, 1999.
(b) The Company's Quarterly Report on Form 10-Q for the
thirteen weeks ended April 4, 1999.
(c) The description of the Company's Common Stock
contained in the Company's Registration Statement on
Form 8-A filed with the Securities and Exchange
Commission on June 27, 1994, and any amendment or
report filed with the Commission for the purpose of
updating such description.
In addition, all documents filed by the Registrant with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, after the date of this Registration Statement
and prior to the termination of the offering shall be deemed to be incorporated
by reference into this Registration Statement and to be a part hereof from the
date of the filing of such document with the Commission. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of the Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
superseded such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of the
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant, a Florida corporation, is empowered by Section
607.0850 of the Florida Business Corporation Act, subject to the procedures and
limitations stated therein, to indemnify any person who was or is a party to any
proceeding other than any action by, or in the right of, the corporation, by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise against liability incurred in connection with
such proceeding, including any appeal thereof, if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, in the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 607.0850 also empowers a Florida corporation to
indemnify any person who was or is a party to any proceeding by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation or is or
was serving at the request of the corporation as a director, officer employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense or litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof, if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable unless, and only to the extent
that, the court in which
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such proceeding was brought, or any other court of competent jurisdiction, shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses which such court shall deem proper. To
the extent that a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any proceeding referred to
above, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses actually and reasonably incurred by him in
connection therewith.
The indemnification and advancement of expenses provided
pursuant to Section 607.0850 are not exclusive, and a corporation may make any
other or further indemnification or advancement of expenses of any of its
directors, officers, employees or agents, under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. However, a director, officer, employee or agent is not entitled to
indemnification or advancement of expenses if a judgment or other final
adjudication establish that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of the
criminal law, unless the director, officer, employee or agent had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct WAS unlawful; (ii) a transaction from which the director, officer,
employee or agent derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the liability provisions of Section
607.0834 of the Florida Business Corporation Act, relating to a director's
liability for voting in favor of or asserting to an unlawful distribution, are
applicable; or (iv) willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.
The Registrant's bylaws provide that the Registrant shall
indemnify every person who was or is a party of or was threatened to be made a
party to any action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact he is or was a director, officer,
employee, or agent, or is or was serving at the request of the Registrant as a
director, officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses including attorney's fees), judgments, fines and amounts paid
in settlement, actually and reasonably incurred by him in connection with such
action, suit or proceeding, (except in such case involving gross negligence or
willful misconduct) in the performance of their duties to the full extent
permitted by applicable law. Such indemnification, in the discretion of the
Board of Directors, include advances of his expenses in advance of final
disposition subject to the provisions of applicable law. Such right of
indemnification shall not be exclusive or any right to which any director,
officer, employee, agent or controlling shareholder of the Registrant may be
entitled as a matter of law.
Under the Registrant's indemnification agreements with its
officers and directors it is obligated to indemnify each of its officers and
directors to the fullest extent permitted by law with respect to all liability
and loss suffered, and reasonable expense incurred, by such person, in any
action suite or proceeding in which such person was or is made or threatened to
be a part or otherwise involved by reason of the fact that such person was a
director or officer of the Registrant. The Registrant is also obligated to pay
the reasonable expense of indemnified directors or officers in defending such
proceeding if the indemnified party agrees to repay all amounts advance should
it be ultimately determined that such person is not entitled to indemnification.
The Registrant maintains an insurance policy covering
directors and officers under which the insurer agrees to pay, subject to certain
exclusions, for any claim made against the directors and officers of the
Registrant for a wrongful act for which they may become legally obligated to pay
or for which the Registrant is required to indemnify its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are
as follows:
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<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C> <C>
4.1 -- Amended and Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 of the Registrant's Registration
Statement on Form S-1 -- File No. 33-79264).
4.2 -- Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form S-1 -- File No. 33-79264).
4.3 -- Form of Common Stock Certificate (incorporated by reference to the
Registrant's Registration Statement on the Registrant's Form 8-A filed with
the Commission on June 27, 1994).
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- Wackenhut Corrections Corporation 1999 Stock Option Plan.
23.1 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in opinion filed as
Exhibit 5.1).
24.1 -- Powers of Attorney -- included as part of the signature page hereto.
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act.
(ii) To reflect in the Prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set fort in the Registration
Statement; and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration Statement or
any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration
5
<PAGE> 6
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore unenforceable in the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by; such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy and as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant, Wackenhut Corrections Corporation, certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf the undersigned, thereunto duly authorized, in the City of Palm Beach
Gardens, State of Florida, on the 2nd day of June, 1999.
WACKENHUT CORRECTIONS CORPORATION
By: /s/ George C. Zoley
------------------------------------
GEORGE C. ZOLEY
Vice Chairman, Chief Executive Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James P. Rowan and Robert C. Kneip, and
each of them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities on June 2, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ George C. Zoley VICE CHAIRMAN, CHIEF EXECUTIVE OFFICER AND
- ------------------------------------------------- DIRECTOR (PRINCIPAL EXECUTIVE OFFICER)
GEORGE C. ZOLEY
/s/ John G. O'Rourke CHIEF FINANCIAL OFFICER, SENIOR VICE
- ------------------------------------------------- PRESIDENT FINANCE AND TREASURER (PRINCIPAL
JOHN G. O'ROURKE FINANCIAL AND ACCOUNTING OFFICER)
/s/ George R. Wackenhut DIRECTOR
- -------------------------------------------------
GEORGE R. WACKENHUT
/s/ Richard R. Wackenhut DIRECTOR
- -------------------------------------------------
RICHARD R. WACKENHUT
/s/ Wayne H. Calabrese PRESIDENT, CHIEF OPERATING OFFICER AND DIRECTOR
- -------------------------------------------------
WAYNE H. CALABRESE
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
DIRECTOR
- -------------------------------------------------
NORMAN A. CARLSON
DIRECTOR
- -------------------------------------------------
BENJAMIN R. CIVILETTI
DIRECTOR
- -------------------------------------------------
RICHARD H. GLANTON
DIRECTOR
- -------------------------------------------------
MANUEL J. JUSTIZ
DIRECTOR
- -------------------------------------------------
JOHN F. RUFFLE
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C> <C>
4.1 -- AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE REGISTRANT
(INCORPORATED BY REFERENCE TO EXHIBIT 3.1 OF THE REGISTRANT'S REGISTRATION
STATEMENT ON FORM S-1 -- FILE NO. 33-79264).
4.2 -- BYLAWS OF THE REGISTRANT (INCORPORATED BY REFERENCE TO EXHIBIT 3.2 OF THE
REGISTRANT'S REGISTRATION STATEMENT ON FORM S-1 -- FILE NO. 33-79264).
4.3 -- FORM OF COMMON STOCK CERTIFICATE (INCORPORATED BY REFERENCE TO THE
REGISTRANT'S REGISTRATION STATEMENT ON THE REGISTRANT'S FORM 8-A FILED WITH
THE COMMISSION ON JUNE 27, 1994).
5.1 -- OPINION OF AKERMAN, SENTERFITT & EIDSON, P.A.
10.1 -- WACKENHUT CORRECTIONS CORPORATION 1999 OPTION PLAN.
23.1 -- CONSENT OF ARTHUR ANDERSEN LLP.
23.3 -- CONSENT OF AKERMAN, SENTERFITT & EIDSON, P.A. (INCLUDED IN OPINION FILED AS
EXHIBIT 5.1).
24.1 -- POWERS OF ATTORNEY -- INCLUDED AS PART OF THE SIGNATURE PAGE HERETO.
</TABLE>
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<PAGE> 1
EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
SUNTRUST INTERNATIONAL CENTER
28TH FLOOR
ONE S.E. 3RD AVENUE
MIAMI, FLORIDA 33131-1704
(305) 374-5600
TELECOPY: (305) 374-5095
June 2, 1999
The Wackenhut Corporation
4200 Wackenhut Drive, #100
Palm Beach Gardens, FL 33410-4243
Gentlemen:
We have acted as special counsel to Wackenhut Corrections Corporation,
a Florida corporation (the "Company") with respect to the filing by the Company
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement")
covering the issuance of up to 550,000 shares of the Company's common stock, par
value $.01 per share (the "Shares") pursuant to Wackenhut Corrections
Corporation's 1999 Stock Option Plan (the "Plan").
Based on our review of the Articles of Incorporation of the Company, as
amended and restated, the Bylaws of the Company, the Plan and documents related
thereto and such other documents and records as we have deemed necessary and
appropriate, we are of the opinion that the Shares, if and when issued and paid
for pursuant to the Plan and related documents, will be validly issued, fully
paid and non-assessable.
We consent to the filing of this opinion of counsel as Exhibit 5.1 to
the Registration Statement.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
/s/ Akerman, Senterfitt & Eidson, P.A.
10
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EXHIBIT 10.1
STOCK OPTION PLAN
Wackenhut Corrections Corporation
May 1999
11
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CONTENTS
================================================================================
Article 1. Establishment, Objectives, and Duration 1
Article 2. Definitions 1
Article 3. Administration 4
Article 4. Shares Subject to the Plan and Maximum Awards 5
Article 5. Eligibility and Participation 5
Article 6. Stock Options 5
Article 7. Beneficiary Designation 7
Article 8. Deferrals 8
Article 9. Rights of Key Employees 8
Article 10. Change in Control 8
Article 11. Amendment, Modification, and Termination 8
Article 12. Withholding 9
Article 13. Indemnification 9
Article 14. Successors 10
Article 15. Legal Construction 10
12
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WACKENHUT CORRECTIONS CORPORATION STOCK OPTION PLAN
ARTICLE 1 ESTABLISHMENT, OBJECTIVES, AND DURATION
1.1 ESTABLISHMENT OF THE PLAN. Wackenhut Corrections Corporation, a
Florida corporation (hereinafter referred to as the "Company"), hereby
establishes an incentive compensation plan to be known as the "Wackenhut
Corrections Corporation Stock Option Plan" (hereinafter referred to as the
"Plan"), as set forth in this document. The Plan permits the grant of
Nonqualified Stock Options and Incentive Stock Options.
Subject to approval by the Company's Board of Directors, the Plan shall
become effective as of February 18, 1999, (the "Effective Date") subject to
approval by the shareholders at the 1999 annual meeting, and shall remain in
effect as provided in Section 1.3 hereof.
1.2 OBJECTIVES OF THE PLAN. The objectives of the Plan are to optimize
the profitability and growth of the Company through annual and long-term
incentives which are consistent with the Company's goals and which link the
personal interests of Participants to those of the Company's stockholders; to
provide Participants with an incentive for excellence in individual performance;
and to promote teamwork among Participants.
The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract, and retain the services of Participants who
make significant contributions to the Company's success and to allow
Participants to share in the success of the Company.
1.3 DURATION OF THE PLAN. The Plan shall commence on the Effective
Date, as described in Section 1.1 hereof, and shall remain in effect, subject to
the right of the Committee to amend or terminate the Plan at any time pursuant
to Article 11 hereof, until all Shares subject to it shall have been purchased
or acquired according to the Plan's provisions. However, in no event may an
Award be granted under the Plan on or after February 17, 2009.
ARTICLE 2 DEFINITIONS
Whenever used in the Plan, the following terms shall have the meanings
set forth below, and when the meaning is intended, the initial letter of the
word shall be capitalized:
2.1 "AFFILIATE" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations of the Exchange Act.
2.2 "AWARD" means, individually or collectively, a grant under this
Plan of Nonqualified Stock Options or Incentive Stock Options.
2.3 "AWARD AGREEMENT" means an agreement entered into by the Company
and each Participant setting forth the terms and provisions applicable to Awards
granted under this Plan.
2.4 "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules and Regulations under
the Exchange Act.
2.5 "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
Company.
2.6 "CAUSE" means (i) willful and gross misconduct on the part of a
Participant that is materially and demonstrably detrimental to the Company; or
(ii) the commission by a Participant of one or more acts which constitute an
indictable crime under United States federal, state, or local law. "Cause" under
either (i) or (ii) shall be determined in good faith by a written resolution
duly adopted by the affirmative vote of not less than two-thirds (2/3) of all
the Directors at a meeting duly called and held for that purpose after
reasonable notice to the Participant and opportunity for the Participant and his
or her legal counsel to be heard.
2.7 "CHANGE IN CONTROL" of the Company shall be deemed to have occurred
as of the first day that any one or more of the following conditions shall have
been satisfied:
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(a) The stockholders of the Company approve: (i) a plan
of complete liquidation of the Company; or (ii) an
agreement for the sale or disposition of all or
substantially all the Company's assets; or (iii) a
merger, consolidation, or reorganization of the
Company with or involving any other corporation,
other than a merger, consolidation, or reorganization
that would result in the voting securities of the
Company outstanding immediately prior thereto
continuing to represent (either by remaining
outstanding or by being converted into voting
securities of the surviving entity) at least
sixty-five percent (65%) of the combined voting power
of the voting securities of the Company (or such
surviving entity) outstanding immediately after such
merger, consolidation, or reorganization; or
(b) Notwithstanding anything else contained herein to the
contrary, in no event shall a Change in Control be
deemed to occur solely by reason of (1) a
distribution to the Parent's shareholders, whether as
dividend or otherwise, of all or any portion of
Shares or any other voting securities of the Company
held, directly or indirectly, by the Parent; or (2) a
sale of all or any portion of Shares or any other
voting securities of the Company held, directly or
indirectly, by the Parent in an underwritten public
offering.
However, in no event shall a "Change in Control" be deemed to
have occurred, with respect to a Participant, if the
Participant is part of a purchasing group which consummates
the Change-in-Control transaction. A Participant shall be
deemed "part of a purchasing group" for purposes of the
preceding sentence if the Participant is an equity participant
in the purchasing company or group except: (i) passive
ownership of less than three percent (3%) of the stock of the
purchasing company; or (ii) ownership of equity participant in
the purchasing company or group which is otherwise not
significant, as determined prior to the Change in Control by a
majority of the nonemployee continuing Director.
2.8 "CODE" means the Internal Revenue Code of 1986, as amended from
time to time.
2.9 "COMMITTEE" means the Nomination and Compensation Committee of the
Company.
2.10 "COMPANY" means Wackenhut Corrections Corporation, a Florida
corporation, including any and all Subsidiaries and Affiliates, and any
successor thereto as provided in Article 14 herein.
2.11 "COVERED EMPLOYEE" means a Participant who, as of the date of
vesting and/or payout of an Award, as applicable, is one of the group of
"covered employees," as defined in the regulations promulgated under Code
Section 162(m), or any successor statute.
2.12 "DIRECTOR" means any individual who is a member of the Board of
Directors of the Company or any Subsidiary or Affiliate.
2.13 "DISABILITY" shall have the meaning ascribed to such term in the
Participant's governing long-term disability plan, or if no such plan exists, at
the discretion of the Committee.
2.14 "EFFECTIVE DATE" shall have the meaning ascribed to such term in
Section 1.1 hereof.
2.15 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor act thereto.
2.16 "FAIR MARKET VALUE" shall mean:
(a) If the security is traded on a national securities
exchange, the closing sale price on the principal
securities exchange on which the Shares are traded on
the preceding day or, if there is no such sale on the
relevant date, then on the last previous day on which
a sale was reported; or
(b) If the security is not currently traded on a national
securities exchange, the fair market value of the
security as determined by the Committee after
consideration of an appraisal conducted by an outside
valuation firm.
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<PAGE> 5
2.17 "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase
Shares granted under Article 6 herein and which is designated as an Incentive
Stock Option and which is intended to meet the requirements of Code Section 422.
2.18 "INSIDER" shall mean an individual who is, on the relevant date,
an executive officer, director or ten percent (10%) beneficial owner of any
class of the Company's equity securities that is registered pursuant to Section
12 of the Exchange Act, all as defined under Section 16 of the Exchange Act.
2.19 KEY EMPLOYEE" means an employee or consultant of the Company,
including an employee who is an officer of the Company, who, in the opinion of
members of the Committee, can contribute significantly to the growth and
profitability of the Company. "Key Employee" also may include those employees,
identified by the Committee, in situations concerning extraordinary performance,
promotion, retention, or recruitment. The granting of an Award under this Plan
shall be deemed a determination by the Committee that such employee is a Key
Employee.
2.20 "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to purchase
Shares granted under Article 6 herein and which is not intended to meet the
requirements of Code Section 422.
2.21 "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option, as described in Article 6 herein.
2.22 "OPTION PRICE" means the price at which a Share may be purchased
by a Participant pursuant to an Option.
2.23 "PARENT" shall mean The Wackenhut Corporation.
2.24 "PARTICIPANT" means a Key Employee who has been selected to
receive an Award or who has an outstanding Award granted under the Plan.
2.25 "PERSON" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a "group" as defined in Section 13(d) thereof.
2.26 "RETIREMENT" shall mean normal retirement at age 60 or early
retirement before that age.
2.27 "SHARES" means the shares of common stock of the Company, par
value $.01.
2.28 "SUBSIDIARY" means any corporation, partnership, joint venture, or
other entity in which the Company has a majority voting interest.
ARTICLE 3 ADMINISTRATION
3.1 GENERAL. The Plan shall be administered by the Committee except
where expressly reserved by the Board. The members of the Committee shall be
appointed from time to time by, and shall serve at the discretion of, the Board
of Directors. To the extent that the Board has not delegated to the Committee
any authority and responsibility under the Plan, all applicable references to
the Committee in the Plan shall be to the Board. The Committee shall have the
authority to delegate administrative duties to officers or Directors of the
Company.
3.2 AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Certificate of Incorporation or Bylaws of the Company, and subject to the
provisions herein and ratification by the Board, the Committee shall have full
power to select Participants who shall participate in the Plan; determine the
sizes of Awards; determine the terms and conditions of Awards in a manner
consistent with the Plan; construe and interpret the Plan and any agreement or
instrument entered into under the Plan; establish, amend, or waive rules and
regulations for the Plan's administration; and (subject to the provisions of
Article 11 herein) amend the terms and conditions of any outstanding Award as
provided in the Plan. Further, the Committee shall make all other determinations
which may be necessary or advisable for the administration of the Plan. As
permitted by law (and subject to Section 3.1 herein), the Committee may delegate
its authority as identified herein.
3.3 DECISIONS BINDING. All determinations and decisions made by the
Committee and the Board pursuant to the provisions of the Plan and all related
orders and resolutions of the Committee and the Board shall be final, conclusive
15
<PAGE> 6
and binding on all persons, including the Company, its stockholders, Directors,
Key Employees, Participants, and their estates and beneficiaries.
ARTICLE 4 SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS
4.1 NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment as
provided in Section 4.2 herein, the number of Shares hereby reserved for
issuance to Participants under the Plan shall be Five Hundred Fifty Thousand
(550,000).
4.2 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such term in Code Section
368) or any partial or complete liquidation of the Company, such adjustment
shall be made in the number and class of Shares which may be delivered under the
Plan, in the number and class of and/or price of Shares subject to outstanding
Awards granted under the Plan, and in the Award limits set forth in Section 4.1,
as may be determined to be appropriate and equitable by the Committee, in its
sole discretion, to prevent dilution or enlargement of rights; provided,
however, that the number of Shares subject to any Award shall always be a whole
number.
ARTICLE 5 ELIGIBILITY AND PARTICIPATION
5.1 ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Key Employees, those
to whom Awards shall be granted and shall determine the nature and amount of
each Award.
ARTICLE 6 STOCK OPTIONS
6.1 GRANT OF OPTIONS. Subject to the terms and provisions of the Plan,
Options may be granted to Participants in such number, and upon such terms, and
at any time and from time to time as shall be determined by the Committee.
6.2 AWARD AGREEMENT. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Committee shall determine. The Award Agreement also shall specify whether the
Option is intended to be an ISO within the meaning of Code Section 422, or an
NQSO whose grant is intended not to fall under the provisions of Code Section
422.
6.3 OPTION PRICE. The Option Price for each grant of an Option under
this Plan shall be at least equal to one hundred percent (100%) of the Fair
Market Value of a Share on the date the Option is granted.
6.4 DURATION OF OPTIONS. Each Option granted to a Participant shall
expire at such time as the Committee shall determine at the time of grant;
provided, however, that no Option shall be exercisable later than the tenth
(10th) anniversary date of its grant.
6.5 EXERCISE OF OPTIONS. Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for
each grant or for each Participant.
6.6 PAYMENT. Options granted under this Article 6 shall be exercised by
the delivery of a written notice of exercise to the Company, setting forth the
number of Shares with respect to which the Option is to be exercised,
16
<PAGE> 7
accompanied by full payment for the Shares and any applicable taxes. The Option
Price upon exercise of any Option, and any applicable taxes shall be payable to
the Company in full either: (a) in cash or its equivalent, or (b) by tendering
previously acquired Shares having an aggregate Fair Market Value at the time of
exercise equal to the total Option Price (provided that the Shares which are
tendered must have been held by the Participant for at least six (6) months
prior to their tender to satisfy the Option Price), or (c) by a combination of
(a) and (b).
The Committee also may allow cashless exercise as permitted under
Federal Reserve Board's Regulation T, subject to applicable securities law
restrictions, or by any other means which the Committee determines to be
consistent with the Plan's purpose and applicable law.
Subject to any governing rules or regulations, as soon as practicable
after receipt of a written notification of exercise and full payment, the
Company shall deliver to the Participant, in the Participant's name, Share
certificates in an appropriate amount based upon the number of Shares purchased
under the Option(s).
6.7 NONTRANSFERABILITY OF OPTIONS.
(a) INCENTIVE STOCK OPTIONS. No ISO granted under the
Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by
will or by the laws of descent and distribution.
Further, all ISOs granted to a Participant under the
Plan shall be exercisable during his or her lifetime
only by such Participant.
(b) NONQUALIFIED STOCK OPTIONS. Except as otherwise
provided in a Participant's Award Agreement, no NQSO
granted under this Article 6 may be sold,
transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by
the laws of descent and distribution. Further, except
as otherwise provided in a Participant's Award
Agreement, all NQSOs granted to a Participant under
this Article 6 shall be exercisable during his or her
lifetime only by such Participant.
6.8 TERMINATION OF EMPLOYMENT.
(a) TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY,
OR RETIREMENT. In the event the employment of a
Participant is terminated by reason of death or
Disability, any outstanding Options shall become
immediately exercisable at any time prior to the
expiration date of the Options or within one year
after such date of termination of employment,
whichever period is shorter, by such person or
persons as shall have acquired the Participant's
rights under the Option by will or by the laws of
descent and distribution.
In the event the employment of a Participant is
terminated by reason of Retirement, any outstanding
Options shall become immediately exercisable at any
time prior to the expiration date of the options.
In its sole discretion, and prior to the termination
of the employment due to death, Disability, or
Retirement, the Committee may extend the period
during which outstanding Options may be exercised.
In the case of ISOs, the tax treatment prescribed
under Section 422A of the Code may not be available
if the Options are not exercised within the Section
422A prescribed time period after termination of
employment.
(b) TERMINATION OF EMPLOYMENT FOR OTHER REASONS. If the
employment of the Participant shall terminate for any
reason other than for death, Disability, Retirement,
or for Cause, the Participant shall have the right to
exercise Options that were vested in the Participant
at the date of termination within the 90 days after
the date of termination, but in no event beyond the
expiration of the term of the Option and only to the
extent that the Participant was entitled to exercise
the Option at the date of termination of employment.
The Committee, in its sole discretion, shall have the
right to extend the 90 days up to one (1) year after
the date of such termination, but, however, in no
event beyond the expiration date of the Options.
If the employment of the Participant shall terminate
for Cause, all outstanding Options immediately shall
be forfeited to the Company and no additional
exercise period shall be allowed, regardless of the
vested status of the Options.
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<PAGE> 8
6.9 RESTRICTIONS ON SHARE TRANSFERABILITY.
The Committee may impose such restrictions on any Shares acquired
pursuant to the exercise of an Option granted under this Article 6 as it may
deem advisable, including, without limitation, restrictions under applicable
federal securities laws, under the requirements of any stock exchange or market
upon which such Shares are then listed and/or traded, and under any blue sky or
state securities laws applicable to such Shares.
ARTICLE 7 BENEFICIARY DESIGNATION
Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she receives any or all of such benefit. Each such designation shall
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Company, and will be effective only when filed by the
Participant in writing with the Company during the Participant's lifetime. In
the absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate.
ARTICLE 8 DEFERRALS
The Committee may permit or require a Participant to defer such
Participant's receipt of delivery of Shares that would otherwise be due to such
Participant by virtue of the exercise of an Option. If any such deferral
election is required or permitted, the Committee shall, in its sole discretion,
establish rules and procedures for such payment deferrals.
ARTICLE 9 RIGHTS OF PARTICIPANTS
9.1 EMPLOYMENT. Nothing in the Plan shall interfere with or limit in
any way the right of the Company to terminate any Participant's employment at
any time, nor confer upon any Participant any right to continue in the employ of
the Company.
9.2 PARTICIPATION. No Key Employee shall have the right to be selected
to receive an Award under this Plan, or, having been so selected, to be selected
to receive a future Award.
ARTICLE 10 CHANGE IN CONTROL
10.1 TREATMENT OF OUTSTANDING AWARDS. Upon the occurrence of a Change
in Control, unless otherwise specifically prohibited under applicable laws, or
by the rules and regulations of any governing governmental agencies or national
securities exchanges, any and all Options granted hereunder shall become
immediately exercisable, and shall remain exercisable throughout their entire
term.
10.2 TERMINATION, AMENDMENT, AND MODIFICATIONS OF CHANGE-IN-CONTROL
PROVISIONS. Notwithstanding any other provision of this Plan (but subject to the
limitations of Section 11.3 hereof) or any Award Agreement provision, the
provisions of this Article 10 may not be terminated, amended, or modified on or
after the date of a Change in Control to affect adversely any Award theretofore
granted under the Plan without the prior written consent of the Participant with
respect to said Participant's outstanding Awards; provided, however, the
Committee may terminate, amend, or modify this Article 10 at any time and from
time to time prior to the date of a Change in Control.
10.3 POOLING OF INTERESTS ACCOUNTING. Notwithstanding any other
provision of the Plan to the contrary, in the event that the consummation of a
Change in Control is contingent on using pooling of interests accounting
methodology, the Committee may take any action necessary to preserve the use of
pooling of interests accounting.
ARTICLE 11 AMENDMENT, MODIFICATION, AND TERMINATION
11.1 AMENDMENT, MODIFICATION, AND TERMINATION. Subject to the terms of
the Plan, the Committee may at any time and from time to time, alter, amend,
suspend or terminate the Plan in whole or in part.
11.2 ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4.2 hereof) affecting
18
<PAGE> 9
the Company or the financial statements of the Company or of changes in
applicable laws, regulations, or accounting principles, whenever the Committee
determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan; provided that, unless the Committee determines otherwise at the
time such adjustment is considered, no such adjustment shall be authorized to
the extent that such authority would be inconsistent with the Plan's meeting the
requirements of Section 162(m) of the Code, as from time to time amended.
11.3 AWARDS PREVIOUSLY GRANTED. Notwithstanding any other provision of
the Plan to the contrary (but subject to Section 10.3 hereof), no termination,
amendment, or modification of the Plan shall adversely affect in any material
way any Award previously granted under the Plan, without the written consent of
the Participant holding such Award.
11.4 COMPLIANCE WITH CODE SECTION 162(m). At all times when Code
Section 162(m) is applicable, all Awards granted under this Plan shall comply
with the requirements of Code Section 162(m); provided, however, that in the
event the Committee determines that such compliance is not desired with respect
to any Award or Awards available for grant under the Plan, then compliance with
Code Section 162(m) will not be required. In addition, in the event that changes
are made to Code Section 162(m) to permit greater flexibility with respect to
any Award or Awards available under the Plan, the Committee may, subject to this
Article 11, make any adjustments it deems appropriate.
ARTICLE 12 WITHHOLDING
12.1 TAX WITHHOLDING. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of this Plan.
12.2 SHARE WITHHOLDING. With respect to withholding required upon the
exercise of Options, Participants may elect, subject to the approval of the
Committee, to satisfy the withholding requirement, in whole or in part, by
having the Company withhold Shares having a Fair Market Value on the date the
tax is to be determined equal to the minimum statutory total tax which could be
imposed on the transaction. All such elections shall be irrevocable, made in
writing, signed by the Participant, and shall be subject to any restrictions or
limitations that the Committee, in its sole discretion, deems appropriate.
ARTICLE 13 INDEMNIFICATION
Each person who is or shall have been a member of the Committee, or of
the Board, shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him or her in connection with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party or in which
he or she may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him or her in
settlement thereof, with the Company's approval, or paid by him or her in
satisfaction of any judgement in any such action, suit, or proceeding against
him or her, provided he or she shall give the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled under the Company's Articles of Incorporation of Bylaws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.
ARTICLE 14 SUCCESSORS
All obligations of the Company under the Plan with respect to Awards
granted hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.
ARTICLE 15 LEGAL CONSTRUCTION
15.1 GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.
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<PAGE> 10
15.2 SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.
15.3 REQUIREMENTS OF LAW. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
15.4 SECURITIES LAW COMPLIANCE. With respect to Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the 1934 Act. To the extent any provision of the
plan or action by the Committee fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Committee.
15.5 GOVERNING LAW. To the extent not preempted by federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the state of Florida.
20
<PAGE> 11
WACKENHUT CORRECTIONS CORPORATION
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Effective April 27, 1995)
<TABLE>
<CAPTION>
CONTENTS
SECTION PAGE
<S> <C> <C>
ARTICLE I. THE PLAN
1.1 Establishment of the Plan II-13
1.2 Purpose of the Plan II-13
1.3 Duration of the Plan II-13
ARTICLE II. DEFINITIONS
2.1 Award Agreement II-13
2.2 Board II-13
2.3 Code II-13
2.4 Company II-13
2.5 Disability II-14
2.6 Exchange Act II-14
2.7 Fair Market Value II-14
2.8 Nonemployee Director II-14
2.9 Option II-14
2.10 Participant II-14
2.11 Plan Administrator II-14
2.12 Shares II-14
ARTICLE III. ADMINISTRATION
3.1 The Plan Administrator II-14
3.2 Authority of the Plan Administrator II-14
3.3 Decisions Binding II-15
ARTICLE IV. SHARES SUBJECT TO THE PLAN
4.1 Number of Shares II-15
4.2 Lapsed Option Grants II-15
</TABLE>
21
<PAGE> 12
<TABLE>
<CAPTION>
<S> <C> <C>
4.3 Adjustments in Authorized Shares II-15
ARTICLE V. ELIGIBILITY AND PARTICIPATION
5.1 Eligibility II-15
5.2 Actual Participation II-15
ARTICLE VI. NONQUALIFIED STOCK OPTIONS
6.1 Grants of Options II-15
6.2 Limitation on Grant of Options II-16
6.3 Award Agreement II-16
6.4 Option Price II-16
6.5 Duration of Options II-16
6.6 Vesting of Shares Subject to Option II-16
6.7 Payment II-16
6.8 Termination of Service on Board Due to Death II-16
6.9 Termination of Service on Board Due to Disability II-16
6.10 Termination of Service on Board for Other Reasons II-17
6.11 Nontransferability of Options II-17
6.12 Restrictions on Share Transferability II-17
ARTICLE VII. AMENDMENT, MODIFICATION, AND TERMINATION
7.1 Amendment, Modification, and Termination II-17
7.2 Options Previously Granted II-17
ARTICLE VIII. MISCELLANEOUS
8.1 Indemnification II-17
8.2 Beneficiary Designation II-17
8.3 Successors II-18
8.4 Severability II-18
8.5 Requirements of Law II-18
8.6 Governing Law II-18
</TABLE>
22
<PAGE> 13
ARTICLE I. THE PLAN
1.1 ESTABLISHMENT OF THE PLAN
Wackenhut Corrections Corporation, (the "Company"), hereby establishes an
incentive compensation plan providing for the grant of nonqualified stock
options to Nonemployee Directors, subject to the terms and provisions set forth
herein. This plan shall be known as the Wackenhut Corrections Corporation
Nonemployee Director Stock Option Plan (the "Plan").
Subject to ratification by an affirmative vote of a majority of Shares present
and entitled to vote at the 1996 Annual Meeting at which a quorum is present,
the Plan shall become effective as of April 27, 1995 (the "Effective Date").
1.2 PURPOSE OF THE PLAN
The purpose of the Plan is to promote the achievement of long-term objectives of
the Company by linking the personal interests of Nonemployee Directors to those
of Company shareholders, and to attract and retain Nonemployee Directors of
outstanding competence.
1.3 DURATION OF THE PLAN
The Plan shall commence on April 27, 1995 and shall remain in effect, subject to
the right of the Board to amend or terminate the Plan at any time pursuant to
Section 7.1, until all Shares subject to the Plan have been purchased or
acquired according to the Plan's provisions. However, in no event may an Option
be granted under the Plan on or after April 26, 2005.
ARTICLE II. DEFINITIONS
Whenever used in the Plan, the following terms shall have the meanings set forth
below unless otherwise expressly provided. When the defined meaning is intended,
the term is capitalized. The definition of any term in the singular shall also
include the plural.
2.1 AWARD AGREEMENT
Award Agreement means an agreement entered into by the Company and each
Participant setting forth the terms and provisions applicable to Options granted
under this Plan.
2.2 BOARD
Board means the Board of Directors of Wackenhut Corrections Corporation.
2.3 CODE
Code means the Internal Revenue Code of 1986, as amended from time to time.
2.4 COMPANY
Company means Wackenhut Corrections Corporation and any successor organization
as provided in Section 8.3.
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<PAGE> 14
2.5 DISABILITY
Disability means any disabling condition which entitles the Participant to
disability benefits under the federal Social Security Act.
2.6 EXCHANGE ACT
Exchange Act means the Securities Exchange Act of 1934, as amended from time to
time.
2.7 FAIR MARKET VALUE
Fair Market Value means the last closing sale price of a Share on or prior to
the relevant date that is reported by the principal securities exchange on which
the Shares are publicly traded.
2.8 NONEMPLOYEE DIRECTOR
Nonemployee Director means any individual who is a member of the Board, but who
has never otherwise been an employee of the Company.
2.9 OPTION
Options means an option to purchase Shares granted under Article VI. Such
Options are not intended to meet the requirements of Code Section 422.
2.10 PARTICIPANT
Participant means a Nonemployee Director of the Company who has one or more
outstanding options under the Plan.
2.11 PLAN ADMINISTRATOR
Plan Administrator means the Compensation Committee of the Company's Board.
2.12 SHARES
Shares mean the common stock of the Company.
ARTICLE III. ADMINISTRATION
3.1 THE PLAN ADMINISTRATOR
The Plan shall be administered by the Plan Administrator subject to the
restrictions set forth in this Plan. The Plan Administrator may delegate to one
or more individuals or a committee any of its powers and duties as Plan
Administrator that it deems desirable. In this case, every reference in the Plan
to the Plan Administrator shall be deemed to include these individuals or the
committee as to matters within their jurisdiction.
3.2 AUTHORITY OF THE PLAN ADMINISTRATOR
The Plan Administrator shall have the full power, discretion, and authority to
administer this Plan in a manner which is consistent with its provisions. Except
as provided below, the Plan Administrator shall have the exclusive right to
interpret the terms and provisions of the Plan and to determine any and all
questions arising under the Plan or in connection with the administration
thereof, including, without limitation, the right to remedy or resolve possible
ambiguities, inconsistencies, or omissions, by general rule or particular
decision.
However, in no event shall the Plan Administrator have the power to determine
Plan eligibility, or to determine the number, the purchase price, the vesting
period, or the frequency and timing of Options to be granted under the Plan to
any Participant. All such determinations are automatic pursuant to the
provisions of this Plan.
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<PAGE> 15
3.3 DECISIONS BINDING
All determination and decisions made by the Plan Administrator pursuant to the
provisions of the Plan shall be final, conclusive, and binding on all persons,
including the Company, its stockholders, employees, Participants, and their
estates and beneficiaries.
ARTICLE IV. SHARES SUBJECT TO THE PLAN
4.1 NUMBER OF SHARES
Subject to adjustments as provided in Section 4.3, no more than 30,000 Shares
shall be eligible for purchase by Participants pursuant to Options granted under
this Plan.
4.2 LAPSED OPTION GRANTS
If any Option granted under this Plan terminates, expires, or lapses for any
reason, any Shares subject to purchase pursuant to such Option shall again be
available for the grant of an Option under the Plan.
4.3 ADJUSTMENTS IN AUTHORIZED SHARES
In the event of any merger, reorganization, consolidation, recapitalization,
separation, liquidation, stock dividend, split-up, Share combination, or other
change in the corporate structure of the Company affecting the Shares, such
adjustment shall be made in the number and class of and/or price of Shares
subject to outstanding Options granted under this Plan, as may be determined to
be appropriate and equitable by the Board, in its sole discretion, to prevent
dilution or enlargement of rights.
ARTICLE V. ELIGIBILITY AND PARTICIPATION
5.1 ELIGIBILITY
Nonemployee Directors shall be eligible to become Participants in accordance
with Section 5.2.
5.2 ACTUAL PARTICIPATION
Subject to the provisions of Article VI, all Nonemployee Directors shall become
Participants by receiving grants of Options upon election and/or reelection to
serve on the Board.
ARTICLE VI. NONQUALIFIED STOCK OPTIONS
6.1 GRANTS OF OPTIONS
Subject to the limitation on the number of Shares subject to this Plan, each
Nonemployee Director shall be granted an Option to purchase 1,000 Shares upon
his or her election and/or reelection to serve on the Board.
6.2 LIMITATION ON GRANT OF OPTIONS
Other than those grants of Options set forth in Section 6.1, no additional
Options shall be granted under this Plan.
6.3 AWARD AGREEMENT
Each Option grant shall be evidenced by an Award Agreement that shall specify
the Option Price (as defined in Section 6.4), the duration of the Option, and
the number of shares available for purchase under the Option as set forth in
this Plan.
25
<PAGE> 16
6.4 OPTION PRICE
The purchase price per Share available for purchase under an Option shall be
equal to the Fair Market Value of such Share on the date the Option is granted.
6.5 DURATION OF OPTIONS
Each Option shall expire on the tenth (10th) anniversary date of its grant.
6.6 VESTING OF SHARES SUBJECT TO OPTION
Options granted under the Plan shall be 100 percent vested at all times.
Participants shall be entitled to exercise Options at any time and from time to
time, within the time period beginning on the date on which the Option is
granted, and ending ten (10) years after grant of the Option.
6.7 PAYMENT
Options shall be exercised by the delivery of a written notice of exercise to
the Secretary of the Company, setting forth the number of Shares with respect to
which the Option is to be exercised. The Option Price (as defined in Section
6.4) of any Option shall be payable to the Company in full in cash or its
equivalent upon exercise.
As soon as practicable after receipt of a written notification of exercise and
full payment, the Company shall deliver to the Participant, in the Participant's
name, Share certificates in an appropriate amount based on the number of Shares
purchased to the exercise of the Option.
6.8 TERMINATION OF SERVICE ON BOARD DUE TO DEATH
If a Participant dies while he or she is actively serving as a Nonemployee
Director, any outstanding Options may be exercised by the Participant's legal
representative or beneficiary any time before the earlier of:
(a) the expiration date of such Options; or
(b) the second anniversary of the Participant's death.
6.9 TERMINATION OF SERVICE ON BOARD DUE TO DISABILITY
If a Participant incurs a Disability while he or she is actively serving as a
Nonemployee Director, the Participant may exercise any Options that are
outstanding at the time of such Disability before the earlier of:
(a) the expiration date of such Options; or
(b) the second anniversary of the date of Disability.
(If the Participant dies after incurring a Disability, but before the expiration
of the exercise period described above, the Participant's legal representative
or beneficiary may exercise any outstanding Options before the expiration of
such period.)
6.10 TERMINATION OF SERVICE ON BOARD FOR OTHER REASONS
If the service of the Participant on the Board shall terminate for any reason
other than for death or Disability, any outstanding Options held by the
Participant shall remain exercisable at any time prior to their expiration date,
or for six months after the date the Participant's service on the Board
terminates, whichever period is shorter.
6.11 NONTRANSFERABILITY OF OPTIONS
No Option granted under this Plan may be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. Further, all Options granted to a Participant under
this Plan shall be exercisable during his or her lifetime only by such
Participant under this Plan shall be exercisable during his or her lifetime only
by such Participant.
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6.12 RESTRICTIONS ON SHARE TRANSFERABILITY
The Board may impose such restrictions on any Shares acquired pursuant to the
exercise of an Option under this Plan, as it may deem advisable, including,
without limitation, restrictions under applicable Federal securities laws, under
the requirements of any Stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.
ARTICLE VII. AMENDMENT, MODIFICATION, AND TERMINATION
7.1 AMENDMENT, MODIFICATION, AND TERMINATION
The Board may at any time alter, amend, suspend, or terminate the Plan in whole
or in part. However, no amendment which fails to comply with the exemptions
available under Rule 16b-3 of the Exchange Act, including any successor to the
Rule, shall be effective.
7.2 OPTIONS PREVIOUSLY GRANTED
Unless required by law, no termination, amendment, or modification of this Plan
shall in any manner adversely affect any Option previously granted under this
Plan, without the written consent of the Participant holding the Option.
ARTICLE VIII. MISCELLANEOUS
8.1 INDEMNIFICATION
The Company shall indemnify each person against any and all claims, losses,
damages, and expenses (including counsel fees) incurred by such individual for
the exercise of any duties as Plan Administrator, whether singly or as a member
of committee, and against any liability, including any amounts paid in
settlement with the Company's approval, arising from the individual's action or
failure to act, except when the same is judicially determined to be attributable
to the gross negligence or willful misconduct of the individual.
8.2 BENEFICIARY DESIGNATION
Each Participant under this Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to exercise the
rights described in Sections 6.8 and 6.9. Each designation will revoke all prior
designations by the same Participant, shall be in a form prescribed by the Plan
Administrator and will be effective only when filed by the Participant in
writing with the Plan Administrator during his or her lifetime. In the absence
of any such designation, such rights may be exercised by the executor of the
Participant's estate.
8.3 SUCCESSORS
All obligations of the Company under this Plan, with respect to Options granted
hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.
8.4 SEVERABILITY
If a provision of this Plan shall be held illegal or invalid, the illegality or
invalidity shall not affect the remaining parts of the Plan. The Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included herein.
8.5 REQUIREMENTS OF LAW
The granting of Options under this Plan shall be subject to all applicable laws,
rules, and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.
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8.6 GOVERNING LAW
To the extent not preempted by Federal law, this Plan, and all Award Agreements
hereunder, shall be construed in accordance with the laws of the State of
Florida.
IN WITNESS WHEREOF, the authorized officers of the Company have signed
this document and have affixed the corporate seal on ___________________, 1996,
but effective as of April 27, 1995.
WACKENHUT CORRECTIONS CORPORATION
ATTEST:
By
------------------------------------
George C. Zoley
Its
---------------------------
By
---------------------------------
Its (Corporate Seal)
------------------------
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 9, 1999 included in Wackenhut Corrections Corporation's Form 10-K for
the fiscal year ended January 3, 1999 and to all references to our Firm included
in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
West Palm Beach, Florida,
May 28, 1999.
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