Option Agreement (2000)Full Document 

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   THIS OPTION AGREEMENT (the "Agreement") is made and entered into as of
September 11, 2000, by and between JUVENILE AND JAIL FACILITY MANAGEMENT
SERVICES, INC., a Tennessee corporation, or its designee ("JJFMS"), and SODEXHO
ALLIANCE, S.A., a French societe anonyme, or its designee ("Sodexho").

                              W I T N E S S E T H:

   WHEREAS, pursuant to the terms of that certain Stock Acquisition
Agreement, dated September 11, 2000 (the "Stock Acquisition Agreement"), Sodexho
has acquired from Corrections Corporation of America  Limited, a company
incorporated in England and Wales whose registered number is 2147489 ("CCA UK"),
5000 "A" Ordinary Shares and 2500 "B" Ordinary Shares in the capital stock of
U.K. Detention Services Limited, a company incorporated in England and Wales
whose registered number is 2147491 ("UKDS"), which shares (the "Transferred UKDS
Shares") collectively represent fifty percent (50%) of the issued and
outstanding shares of UKDS;

   WHEREAS, pursuant to the terms of the Stock Acquisition Agreement,
Sodexho has acquired from JJFMS 22,500 "C" class shares in the capital of
Corrections Corporation of Australia Pty. Ltd. A.C.N. 010 921 641, an Australian
corporation ("CCA Australia"), which shares (the "Transferred CCA Australia
Shares") collectively represent fifty percent (50%) of the issued and
outstanding shares of CCA Australia; and

   WHEREAS, in connection with the transactions described above, Sodexho
desires to grant and JJFMS desires to accept the grant of: (i) an option to
purchase fifty percent (50%) of the Transferred UKDS Shares, which would
represent twenty-five percent (25%) of the aggregate issued and outstanding
shares of UKDS (the "UKDS Option Shares"); and (ii) an option to purchase fifty
percent (50%) of the Transferred CCA Australia Shares, which would represent
twenty-five percent (25%) of the aggregate issued and outstanding shares of CCA
Australia (the "CCA Australia Option Shares" and, collectively with the UKDS
Option Shares, the "Option Shares").

   NOW, THEREFORE, for and in consideration of the premises and the mutual
promises, covenants, agreements, and conditions in this Agreement, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

   1. Grant of UKDS Option. Subject to the terms and conditions of this
Agreement, and assuming that the Transferred UKDS Shares have first been
acquired by Sodexho from CCA UK at a Closing pursuant to the Stock Acquisition
Agreement, and in reliance upon the representations, warranties, covenants and
agreements contained herein, Sodexho hereby grants to JJFMS the option to
purchase all, but not less than all, of the UKDS Option Shares (the "UKDS
Option").


   2. Grant of CCA Australia Option. Subject to the terms and conditions of
this Agreement, and assuming that the Transferred CCA Australia Shares have
first been acquired by Sodexho from JJFMS at a Closing pursuant to the Stock
Acquisition Agreement, and in reliance upon the representations, warranties,
covenants and agreements contained herein, Sodexho hereby grants to JJFMS the
option to purchase all, but not less than all, of the CCA Australia Option
Shares (the "CCA Australia Option," and collectively with the UKDS Option, the
"Options").

   3. Purchase Price of Shares. During the period beginning on the date of

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