GEO Geo Group Inc New

WHEREAS, EMPLOYEE is separating his employment with GEO with a termination date of December 31, 2024 (“Termination Date”), and EMPLOYEE and GEO wish to express the understandings and agreements they have reached concerning EMPLOYEE’s separation from GEO; and

WHEREAS, all wages due to EMPLOYEE as of December 10, 2024 have been unconditionally paid; and

WHEREAS, GEO will provide EMPLOYEE with the consideration described below provided EMPLOYEE releases GEO from any claims EMPLOYEE has or may have arising out of his employment with GEO and agrees to comply with the other promises and considerations set forth in this AGREEMENT;

WHEREAS, notwithstanding the execution of this AGREEMENT, EMPLOYEE will retain all rights, interest, and benefits under The GEO Group, Inc. Amended and Restated Senior Officer Retirement Plan (effective December 31, 2008) and all documents executed in connection therewith (the “SORP”); and

WHEREAS, notwithstanding the execution of this AGREEMENT, EMPLOYEE will retain all rights, interest, and benefits under, and previously awarded to him or hereafter to be awarded to him pursuant to, the Performance Shares Agreements dated March 1, 2022 (125,000 Target Shares ), March 1, 2023 (61,323 Target Shares ), and March 1, 2024 (85,194 Target Shares) (all collectively, the “PSA Agreements”) pursuant to the GEO Group, Inc. Amended and Restated 2018 Stock Incentive Plan (the “Plan”) to the fullest extent permitted by the PSA Agreements, the Plan, and governing law.

Recitals: The Parties acknowledge that the “WHEREAS” clauses preceding Paragraph 1 are true and correct and are incorporated herein as material parts to this AGREEMENT.

Definitions: Throughout this AGREEMENT, the term “GEO” shall include the following:

Separation from Employment: The effective date of EMPLOYEE’s termination of employment with GEO is December 31, 2024 (“Termination Date”).

Consideration: In consideration for EMPLOYEE’s execution of this AGREEMENT and in compliance with the promises made herein, GEO agrees as follows:

GEO agrees to pay EMPLOYEE eighty-five thousand, eight hundred and thirty-four dollars ($85,834) (“Consideration”) per month. The Consideration shall commence upon the Effective Date of this Agreement and shall continue through December 31, 2026.

Employee shall be entitled to his 2024 Annual Performance Award (“Bonus”), which will be paid in 2025, at the same time and under the same terms as other GEO executives.

GEO shall continue to provide EMPLOYEE and any covered dependents of EMPLOYEE with the same benefits as described in Section 5 of his January 1, 2024 Employment Agreement for a period of five (5) years after the date of termination of the EMPLOYEE’s employment with the Company. Such benefits shall be provided at no cost to the EMPLOYEE in no less than the same amount, and on the same terms and conditions, as in effect on the date on which the termination of EMPLOYEE occurred. If the EMPLOYEE dies during the five (5) year period following termination pursuant to this Section, GEO shall continue to provide employee benefits to the EMPLOYEE’s covered dependents or, to the extent applicable, to the EMPLOYEE’s estate.

Within ten (10) days following the EMPLOYEE’s separation from employment, GEO shall transfer all of its interest in any automobile used by the EMPLOYEE pursuant to the Company’s Executive Automobile Policy and Section 7 of his Employment Agreement, and shall pay the balance of any outstanding loans or leases on such automobile (whether such obligations are those of the EMPLOYEE or the Company) so that the EMPLOYEE owns the automobile outright (in the event such automobile is leased, the Company shall pay the residual cost of such vehicle).

All outstanding unvested stock options and restricted stock granted to the Employee prior to termination will fully vest immediately upon termination, provided however, that any restricted stock that is still subject to performance-based vesting at the time of such termination shall vest when and to the extent the Compensation Committee of the Board certifies that the performance goals are actually met.

Within thirty (30) days following the Effective Date (defined below) of this AGREEMENT, GEO shall pay EMPLOYEE the reasonable legal fees and costs EMPLOYEE expended in connection with the negotiation and drafting of this Agreement, (the “Legal Fees”). EMPLOYEE estimates that the Legal Fees will be approximately $25,000, but Employee will provide GEO with the precise amount if the Legal Fees to be paid by GEO within ten (10) days of the Effective Date of this AGREEMENT.

Notwithstanding the execution of this Agreement, EMPLOYEE shall retain, and does not waive or release, any entitlement to unrestricted stocks or other deferred compensation or other benefits under the SORP or other ERISA plans.

Notwithstanding the execution of this Agreement, EMPLOYEE shall retain all rights, interest, and benefits previously awarded to him or hereafter to be awarded to him pursuant to the PSA Agreements and the Plan to the fullest extent permitted by the PSA Agreement, the Plan, and by law. For avoidance of doubt, paragraph 7(b) of the PSA Agreement relating to termination by the Company without Cause shall govern EMPLOYEE’s rights thereunder.

All benefits detailed in this paragraph 3 shall be payable to EMPLOYEE’s estate in the event of EMPLOYEE’s death prior to the full amount of all such payments and benefits having been paid to EMPLOYEE.

  Mutual General Release of Claims:

Tax Liability: In paying the amount specified in Paragraph 4, GEO makes no representation regarding the tax consequences or liability arising from the Payment and nothing herein shall constitute tax advice. EMPLOYEE understands and agrees that he bears sole responsibility for any and all tax consequences and liability (other than payroll taxes) that may be due or become due as a result of the payment of the Consideration referenced in Paragraph 4, and that he will pay any such taxes that may be due or become due and understands and agrees that any necessary tax documentation may be filed by GEO with regard the Payment under this AGREEMENT. EMPLOYEE further agrees to hold GEO harmless from and against any tax or tax withholdings claims, amounts, interest, penalties, fines, or assessments brought or sought by any taxing authority or governmental agency with regard to the above recited sums. In the event GEO receives written notice that any claim or assessments for taxes, withholding obligations, penalties and/or interest arising out of this AGREEMENT are being made or will be made against GEO, GEO shall promptly, after receipt of such written notice, notify EMPLOYEE pursuant to the “Notice Requirements” set forth in Paragraph 26.

Confidentiality:

Non-Disclosure of Confidential and/or Proprietary Information. EMPLOYEE warrants and agrees not to disclose, sell, transfer, and/or use at any time in the future any confidential and/or proprietary information concerning GEO that was acquired during the course of the EMPLOYEE’s employment, including, but not limited to, any and all information regarding: (i) business affiliates, client lists, and prospective clients’ names; (ii) business plans, strategies, operations methods, and techniques; (iii) research; (iv) computer programs, software, applications, directories, databases, passwords, and access codes; (v) payroll records, salary and wage rates paid to employees, and employee identities; (vi) wage administration plans and policies, and benefits plans and policies; (vii) personnel matters and health and safety information; (viii) financial data, accounting, and planning techniques; (ix) operating, administrative and training materials; (x) marketing and fundraising strategies, materials, and information; and (xi) any other service, product, equipment, financial, licensing and marketing information relating to GEO, or the business of GEO (the

Return of Confidential and/or Proprietary Information. EMPLOYEE shall promptly return all Confidential and/or Proprietary Information in EMPLOYEE’s possession or under EMPLOYEE’s control to GEO and shall not retain any copies or other reproductions or extracts thereof, electronic or otherwise. EMPLOYEE shall destroy or have destroyed all memoranda, notes, reports, and documents, whether in “hard copy” form or as stored on magnetic or other media, and all copies and other reproductions and extracts thereof, prepared by EMPLOYEE.

Non-Disclosure of Agreement. In consideration of the obligations under this AGREEMENT, EMPLOYEE agrees that this AGREEMENT, the circumstances surrounding his termination from employment and the terms and conditions hereof, are and shall forever remain, strictly confidential, and that neither EMPLOYEE nor his heirs, agents, executors, administrators, attorneys, legal representatives, or assigns shall disclose or disseminate, directly or indirectly, any such terms to any third person(s), including, but not limited to, representatives of the media or other present or former associates of GEO, under any circumstances, except that

Non-Disparagement: EMPLOYEE agrees and warrants that at no time in the future will EMPLOYEE make any statements (orally or in writing, including, without limitation, whether in fiction or nonfiction) or take any actions which in any way publicly disparage or defame any of the Released Parties in any way, directly or indirectly, cause or encourage the making of such statements, or the taking of such actions by anyone else. EMPLOYEE acknowledges that any incitement of others to publicly disparage or to defame any of the Released Parties would constitute a material breach of this AGREEMENT. In the event that such a communication is made to anyone, including, but not limited to, the media, public interest groups, and publishing companies, it will be considered a material breach of the terms of this AGREEMENT.

Incitement of Claims. EMPLOYEE also agrees that EMPLOYEE will not encourage or incite any person, including, but not limited to, other current or former employees of GEO to assert any complaint or claim in federal or state court against GEO. EMPLOYEE acknowledges that any incitement of others to file such claims would constitute a material breach of this AGREEMENT.

No Claims or Charges Filed: EMPLOYEE represents and warrants EMPLOYEE has not filed any charges, complaints, causes of action, or other proceedings against the Released Parties, including, but not limited to, any charges of discrimination, harassment, or retaliation with any federal, state, or local agency or court. This representation is a material inducement to GEO for entering into this AGREEMENT.

Non-Interference: Notwithstanding Paragraphs 9 and 10 above, nothing in this AGREEMENT is intended to limit, restrict, or otherwise interfere with any rights that EMPLOYEE may have to file a charge with or to participate in any investigation or proceeding conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board (“NLRB”), or any other federal, state, or local agency. However, the Payment provided to EMPLOYEE under this AGREEMENT shall be the sole relief provided

Affirmations: EMPLOYEE acknowledges that EMPLOYEE has been afforded the opportunity to consider the terms of this Agreement for a period of twenty-one (21) days prior to its execution and has been advised in writing to consult with an attorney before signing this AGREEMENT and incorporated general release and has done so. EMPLOYEE acknowledges that no representation, promise, or inducement has been made other than as set forth in this Agreement, and that EMPLOYEE enters into this Agreement without reliance upon any other representation, promise or inducement not set forth herein. EMPLOYEE acknowledges and represents that EMPLOYEE assumes the risk for any mistake of fact now known or unknown and that EMPLOYEE understands and acknowledges the significance and consequences of this Agreement. EMPLOYEE further acknowledges that EMPLOYEE has read this Agreement in its entirety; that EMPLOYEE fully understands all of its terms and their significance; and that EMPLOYEE has signed it voluntarily and of EMPLOYEE’s own free will. EMPLOYEE represents, acknowledges, and affirms that as of the date of this AGREEMENT he has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which he may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due him, except as provided for in this AGREEMENT. EMPLOYEE further affirms that he has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act and has not suffered any workplace injuries.

References: The Parties agree that unless otherwise required by law GEO will respond to reference inquiries regarding EMPLOYEE by providing only EMPLOYEE’s dates of employment, last position held, and last salary. EMPLOYEE understands and agrees that GEO is not responsible for any information given regarding EMPLOYEE that was solicited from any source other than GEO’s Senior Management.

GEO Property: All GEO property, including, but not limited to, keys, credit cards, passwords, files, charts, data, lists, manuals, CD’s, DVD’s, audiotapes, videotapes, books, records, and accounts, whether prepared by EMPLOYEE or otherwise coming into EMPLOYEE’s possession, shall be returned immediately to the GEO upon termination of employment.

No Assignment/Transfer of Claims: The Parties represent and warrant that no person other than the signatories hereto had or has any interest in the matters referred to in this AGREEMENT, that the Parties have the sole right and exclusive authority to execute this AGREEMENT, and that the Parties have not sold, assigned, transferred, conveyed, or otherwise disposed of any claim, demand or legal right that is the subject of this AGREEMENT. EMPLOYEE agrees to indemnify and to hold harmless GEO against, without any limitation, any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, court costs, expenses (including attorneys’ fees, paralegals’ fees, and costs, at all levels), causes of action or judgments based on or arising out of any such assignment

Breach/Remedies/Notice and Right to Cure: Should EMPLOYEE ever materially breach any provision or obligation under this AGREEMENT, disclosing, selling, transferring, and/or using GEO’s Confidential and/or Proprietary Information, breaching the confidentiality and non-disparagement provisions of the AGREEMENT, and/or commences a suit, action, proceeding, or complaint in contravention of this AGREEMENT and waiver of claims (except as outlined in Paragraph 11 above), GEO shall be entitled to receive from EMPLOYEE all damages (including, but not limited to, litigation and/or defense costs, expenses, and reasonable attorneys’ fees) incurred by GEO as a result of EMPLOYEE’S breach, and all other remedies allowed in law or equity. Nothing in this Paragraph is intended to, nor shall be construed to, limit or restrict any other rights or remedies GEO may have by virtue of this AGREEMENT or otherwise. Further, nothing in this AGREEMENT shall prevent GEO from pursuing an injunction to enforce the provisions of Paragraphs 7, 8, and 9 above. Nothing in this paragraph shall be construed to abrogate any of EMPLOYEE’s rights under the ADEA. If either party fails to comply with any aspect of this AGREEMENT (each such failure, a “Default”), and such party has not cured any such Default within five (5) business days (the “Cure Period”) of receiving a written notice of such Default, then the non-breaching party may commence suit or otherwise pursue any remediate available under this AGREEMENT or the law at the end of the Cure Period.

No Admission of Liability: EMPLOYEE understands and agrees that neither this AGREEMENT nor the furnishing of the consideration under Paragraph 4 of this AGREEMENT shall be deemed or construed at any time, for any purpose, as an admission of, or evidence of, liability by GEO for any violation of the law, willful or otherwise, by any person or entity.

Prevailing Part Attorneys’ Fees. In any action, motion, application, or other proceeding brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any provision of this Agreement, any prevailing Party or Parties shall be entitled to recover reasonable attorneys’ fees, court costs, and all expenses, including nontaxable court or litigation costs (including without limitation, all such fees, costs, and expenses incident to arbitration, appellate, bankruptcy, and all post-judgment proceedings), incurred in that action, motion, application, or proceedings or any appeal, including not only all fees and costs expended in the course of establishing prevailing-party status and entitlement to attorneys’ fees and costs but also all fees and costs expended in conjunction with efforts to establish the proper amount of such fees and costs, in addition to any other relief to which such Party or Parties may be entitled.

Severability: The Parties explicitly acknowledge and agree that the provisions of this AGREEMENT are both reasonable and enforceable. However, if any portion or provision of this AGREEMENT (including, without implication of limitation, any portion or provision of any section of this AGREEMENT) is determined to be illegal, invalid, or unenforceable by any court of competent jurisdiction and cannot be modified to be legal, valid, or enforceable, the remainder of this AGREEMENT shall not be affected or impaired in any

Entire Agreement: Except as to documents providing EMPLOYEE with other benefits as set forth or referenced herein, this AGREEMENT sets forth the entire agreement and understanding between the Parties hereto, and fully supersedes all prior and contemporaneous agreements, understandings, inducements, or conditions, express or implied, oral or written, including any prior obligation of GEO to EMPLOYEE. EMPLOYEE acknowledges that he has not relied on any representations, promises, or agreements of any kind made to him in connection with his decision to accept this AGREEMENT, except for those set forth in this AGREEMENT.

Governing Law and Jurisdiction: This AGREEMENT shall be governed by and interpreted in accordance with the laws of the State of Florida without regard to its conflict of laws principles (except where federal law applies) and shall be decided by a judge, not a jury. THE PARTIES SPECIFICALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY. In the event of any litigation arising out of or relating to this AGREEMENT, the exclusive venue shall be in a court of competent jurisdiction located in Palm Beach County, Florida.

Headings: The headings of the provisions herein are intended for convenient reference only, and the same shall not be, nor be deemed to be, interpretative of the contents of such provision.

Modification of Agreement: This AGREEMENT may not be amended, revoked, changed, or modified in any way, except in writing executed by all Parties. EMPLOYEE agrees not to make any claim at any time or place that this AGREEMENT has been verbally modified in any respect whatsoever. The Parties acknowledge that only an authorized representative of GEO has the authority to modify this AGREEMENT on behalf of GEO.

Interpretation: The language of all parts of this AGREEMENT shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the Parties. This AGREEMENT has been negotiated by and between attorneys for the Parties and shall not be construed against the drafter of the AGREEMENT.

Binding Nature of Agreement: This AGREEMENT shall be binding upon each of the Parties and upon their respective heirs, administrators, representatives, executors, successors, and assigns, and shall inure to the benefit of each party and to their respective heirs, administrators, representatives, executors, successors, and assigns.

Notice Requirements: Each notice (“Notice”) provided for under this AGREEMENT, must comply with the requirements as set forth in this Paragraph. Each Notice shall be in writing and sent by facsimile or depositing it with a nationally recognized overnight courier service that obtains receipts (such as Federal Express or UPS Next Day Air), addressed to the appropriate party (and marked to a particular individual’s attention, if so indicated) as hereinafter provided. Each Notice shall be effective upon being so telecopied or deposited,

Waiver/Selective Enforcement: No waiver of any provision of this AGREEMENT will be valid unless it is in writing and signed by the party committing the waiver. The Parties agree that the failure of any Party to enforce or to exercise any right, condition, term, or provision of this AGREEMENT shall not be construed as or deemed a relinquishment or waiver thereof, and the same shall continue in full force and effect, and no waiver shall be deemed to be a waiver of any subsequent breach or rights. All rights are cumulative under this AGREEMENT.

Execution of Necessary Documents: Each Party shall, upon the request of the other, execute and re-execute, acknowledge and deliver this AGREEMENT and incorporated general release and any and all papers or documents or other instruments, as may be reasonably necessary to implement the terms hereof with any formalities as may be required and otherwise shall cooperate to fulfill the terms hereof and enable the other Party to effectuate any of the provisions of this AGREEMENT.

Electronic Transmission and Counterparts: This AGREEMENT may be executed in several counterparts and exchanged by electronic transmission (facsimile, pdf, e-mail) and all so executed shall constitute one AGREEMENT, binding on all the Parties hereto, notwithstanding that the Parties are not signatories to the original or same counterpart.

Compliance with Older Workers Benefit Protection Act: EMPLOYEE, being forty (40) years of age or older, is advised of and acknowledges the following:

Twenty-One Day Consideration Period. EMPLOYEE shall have up to twenty-one (21) days to consider and to accept the terms of this AGREEMENT by fully executing and notarizing it below, and returning it to GEO’s counsel, as identified in

Release of Age Discrimination in Employment Act Claims. By signing this AGREEMENT, EMPLOYEE waives any claims he has or might have against GEO under the Age Discrimination in Employment Act (“ADEA”) that accrued prior to the date of EMPLOYEE’s execution of the AGREEMENT.

Revocation Period. EMPLOYEE shall have seven (7) calendar days from the date he signs this AGREEMENT to revoke the AGREEMENT by notifying GEO in writing prior to the expiration of the seven (7) calendar day period. Any revocation within this period must state “I hereby revoke my acceptance of our Confidential Agreement and General Release.” The written revocation must be personally delivered to GEO in the manner proscribed by Paragraph 28 above, and must be postmarked within seven (7) calendar days of EMPLOYEE’s execution of this AGREEMENT. This AGREEMENT shall not become effective or enforceable until the revocation period has expired (the “Effective Date”). If the last day of the revocation period is a Saturday, Sunday, or legal holiday, then the revocation period shall not expire until the next following day that is not a Saturday, Sunday, or legal holiday.

By:

/s/ Brian Evans

12/13/2024

Brian Evans

By:

/s/ Christopher Ryan

12/13/2024

The GEO Group, Inc.

Definitions.

Cause. “Cause” for the Executive’s separation from employment hereunder shall be deemed to exist if, in the reasonable judgment of the Company’s Executive Chairman and Board: (i) the Executive commits fraud, theft or embezzlement against the Company or any subsidiary or affiliate thereof; (ii) the Executive commits a felony or a crime involving moral turpitude; (iii) the Executive breaches any non-competition, confidentiality or non-solicitation agreement with the

Good Reason. Separation from employment by the Executive for “Good Reason” shall mean termination of this Agreement by the Executive upon the occurrence of one of the following events or conditions without the consent of the Executive:

Compensation.

Annual Base Salary. Executive shall be paid an annual base salary of one million dollars ($1,000,000) (as such may be amended from time to time, the “Annual Base Salary”). The annual base salary is subject to review each calendar year and possible increase in the sole discretion of the Compensation Committee. The Annual Base Salary shall be payable at such regular times and intervals as the Company customarily pays its senior executives from time to time.

Annual Performance Award. For each fiscal year of employment during which the Company employs the Executive, the Executive shall be entitled to receive a target annual performance award of one hundred percent (100%) of Executive’s

Stock Incentive Plan. Executive shall be entitled to receive an annual equity incentive award of restricted stock with a grant date fair value equal to at least one hundred percent (100%) of Executive’s then current annual base salary that shall vest upon the attainment of certain performance goals in accordance with the terms of the Company’s equity compensation plan.

Taxes. All forms of compensation paid or payable to the Executive from the Company, whether under this Agreement or otherwise, are subject to reduction to reflect applicable withholding and payroll taxes.

Separation from Employment by the Executive for Good Reason, by the Company Without Cause, or Upon the Death or Disability of the Executive. Upon the Executive’s separation from employment under this Agreement by the Executive for Good Reason, by the Company without Cause, or upon the Death (as defined in Section 6 of this Agreement) (in which case, the provisions of Section 7(A)(i) – (v) shall inure to the benefit of the Executive’s covered dependents, or to the extent applicable, to the Executive’s estate) or Disability of the Executive, the following shall apply:

Separation Payment. If the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) by reason of a separation of the Executive’s employment by the Company without Cause, by the Executive for Good Reason, or upon the Death or Disability of the Executive, in addition to the Accrued Obligations, and subject to the conditions set forth in this Section 7(A)(i), the Company shall pay the Executive (or to the Executive’s heirs, beneficiaries or estate, as applicable) severance in an amount equal to the sum of one (1) times the Executive’s Annual Base Salary in effect immediately prior to the date the Executive separates from employment (the “Severance”), less taxes and other applicable withholdings, payable over a period of twelve (12) months, in twelve ) equal installments. It shall be a condition to Executive’s right to receive the Severance that Executive (or the Executive’s heirs, beneficiaries, or estate, as applicable) execute and deliver to the Company an effective general release of claims in a form prescribed by the Company (the “Release”), within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the effective date of separation of employment, and that the Executive not revoke such Release during any applicable revocation period. Upon timely execution and delivery of the Release by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) to the Company, the installment payments of the Severance shall begin on the Company’s first regular payroll date that is after the later of the date on which the Executive delivered to the Company the Release signed by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) or the end of any applicable revocation period (unless a longer period is required by law) and shall continue monthly thereafter (on the corresponding payroll date of each subsequent month) until the Severance is paid in full. Notwithstanding the foregoing, if the earliest payment commencement date determined under the preceding sentence is in one taxable year of the Executive and the latest possible payment commencement date is in a second taxable year of Executive, the first installment payment of the Severance shall be made on the Company’s first regular payroll date that is in the second taxable year and that is after the end of the applicable revocation period.

Separation Benefits. The Company shall continue to provide the Executive and any covered dependents of Executive (and if applicable, his beneficiaries) with the Executive Benefits (as described in Section 5 hereof) for a period of eighteen months (18) after the date of termination of the Executive’s employment with the Company. Such Executive Benefits shall be provided at no cost to the Executive in no less than the same amount, and on the same

Separation Stock Options and Restricted Stock. All of the outstanding unvested stock options and restricted stock granted to the Executive prior to separation from employment will fully vest immediately upon separation from employment, provided however, that any restricted stock that is still subject to performance-based vesting at the time of such separation from employment shall only vest when and to the extent the Compensation Committee certifies that the performance goals are actually met.

Automobile. Within ten (10) days following the Executive’s separation from employment, 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). Notwithstanding the foregoing, if the earliest transfer-payment date determined under the preceding sentence is in one taxable year of the Executive and the latest possible transfer-payment date is in a second taxable year of the Executive, the transfer shall not occur until the first business day of the second taxable year that is after the end of the applicable revocation period of the Release. Executive acknowledges that the then-current fair market value of the automobile shall be subject to applicable statutory payroll withholdings and deductions and will be reported on IRS Form W-2

Separation from Employment by Resignation of Executive without Good Reason or by the Company with Cause. Upon the Executive’s separation from employment by the resignation of the Executive without Good Reason, by the Company with Cause, or for any other reason other than a reason described in Section 7(A) above, the Executive shall be due no further compensation under this Agreement related to Annual Base Salary, Annual Performance Award, Executive Benefits, or Termination Payment other than the Accrued Obligations, which amounts shall be paid to the Executive within 10 days of separation from employment. Notwithstanding the foregoing provisions, if the Executive’s separation from employment is the result of the Executive’s retirement in accordance with the Company’s then-current Senior Officer Retirement Plan (“Executive’s Retirement”), all of the outstanding unvested stock options and restricted stock granted to the Executive prior to Executive’s Retirement will fully vest immediately as of the date of Executive’s Retirement, provided however, that any restricted stock that is still subject to performance based vesting at the time of Executive’s Retirement shall only vest when and to the extent the Compensation Committee certifies that the performance goals are actually met, and provided

Retirement Plan Rights Unaffected. Termination of the Employee’s employment under this Agreement for any reason whatsoever shall not affect the Employee’s rights under the Company’s retirement plan applicable to the Employee.

Restrictive Covenants.

General. The Company and the Executive hereby acknowledge and agree that (i) the Executive is in possession of trade secrets (as defined in Section 688.002(4) of the Florida Statutes) of the Company (the “Trade Secrets”), (ii) the restrictive covenants contained in this Section 8 are justified by legitimate business interests of the Company, including, but not limited to, the protection of the Trade Secrets, in accordance with Section 542.335(1)(e) of the Florida Statutes, and (iii) the restrictive covenants contained in this Section 8 are reasonably necessary to protect such legitimate business interests of the Company.

Non-Competition. In consideration for the separation from employment payments and benefits that the Executive may receive in accordance with Section 7(A) of this Agreement, the Executive agrees that during the period of the Executive’s employment with the Company and until three years after the Executive’s separation from employment with the Company, the Executive will not, directly or indirectly, either (i) on the 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 the Company or any of its majority-owned subsidiaries, or (ii) become an officer, employee or consultant of, or otherwise assume a substantial role or relationship with, any governmental entity, agency or political subdivision that is a client or customer of the Company or any subsidiary or affiliate of the Company; 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 is so publicly traded. During the period of the Executive’s employment and until three years after the Executive’s separation employment, the Executive will not, directly or indirectly, on the 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 the Company or any of its majority-owned subsidiaries.

Confidentiality.

During and following the period of the Executive’s employment with the Company, the Executive will not use for the Executive’s own benefit or for the benefit of others, or divulge to others, any information, Trade Secrets,

The Executive agrees that all Confidential Information shall be the Company’s sole property during and after the Executive’s employment with the Company. The Executive agrees that the Executive will not remove any hard copies of Confidential Information from the Company’s premises, will not download, upload or otherwise transfer copies of Confidential Information to any external storage media or cloud storage (except as necessary in the performance of the Executive’s duties for the Company and for the Company’s sole benefit), and will not print hard copies of any Confidential Information that the Executive accesses electronically from a remote location (except as necessary in the performance of the Executive’s duties for the Company and for the Company’s sole benefit).

Should the Executive be compelled to disclose Confidential Information pursuant to any governmental, judicial or administrative order, subpoena, discovery request, regulatory request or similar method (“Compelled Disclosure”), unless prohibited by law, Executive will promptly notify the Company in writing of any such demand for disclosure, and permit the

Notwithstanding anything in the foregoing sections to the contrary, nothing in this Agreement is intended to, nor shall it, prohibit, prevent, impede, interfere or limit the Executive’s ability, without any prior notice to or approval by the Company, to: (1) report or discuss instances of discrimination, harassment, retaliation, sexual harassment or sexual assault; (2) report possible violations of any law, rule or regulation to any federal, state or local governmental department, commission, bureau, agency, entity or subdivision, including but not limited to the United States Department of Justice, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, any agency Inspector General or any legislative body or committee (any of the foregoing, a “Governmental Body”); (3) file a charge or complaint with any Governmental Body with respect to any matters that are protected under the non-discrimination or whistleblower provisions of any federal, state or local law (a “Protected Matter”); (4) testify in any proceedings regarding a Protected Matter; (5) participate in or provide testimony in any investigation or proceeding conducted by any Governmental Body, or otherwise communicate with any Governmental Body with respect to any Protected Matter; or (6) apply for or receive any monetary award from a whistleblower award or bounty program of any Governmental Body with respect to the furnishing of information to a Governmental Body.

The Executive also acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a Trade Secret that: (1) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Executive further acknowledges that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the Trade Secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (A) files any document containing the Trade Secret under seal; and (B) does not disclose the Trade Secret, except pursuant to court order.

Upon the request of the Company, and in any event upon the separation of the Executive’s employment with the Company, the Executive shall immediately return to the Company all materials, including all copies in whatever form, containing Confidential Information which are in the Executive’s possession or under the Executive’s control.

Work Product. The Executive agrees that all programs, inventions, innovations, improvements, developments, methods, designs, analyses, reports and all similar or related information which relate to the business of the Company and its subsidiaries or affiliates, actual or anticipated, or to any actual or anticipated research and development conducted in connection with the business of the Company and its subsidiaries or affiliates, and all existing or future products or services, which are conceived, developed or made by the Executive (alone or with others) during the term of this Agreement (“Work Product”) belong to the Company. The Executive will cooperate fully in the establishment and maintenance of all rights of the Company and its subsidiaries or affiliates in such Work Product. The provisions of this Section 8(D) will survive termination of this Agreement indefinitely to the extent necessary to require actions to be taken by the Executive after the termination of the Agreement with respect to Work Product created during the term of this Agreement.

Enforcement. The Parties agree and acknowledge that the restrictions contained in this Section 8 are reasonable in scope and duration and are necessary to protect the Company or any of its subsidiaries or affiliates. If any covenant or agreement contained in this Section 8 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. The Executive agrees and acknowledges that the breach of this Section 8 will cause irreparable injury to the Company or any of its subsidiaries or affiliates and upon the breach of any provision of this Section 8, the Company or any of its subsidiaries or affiliates shall be entitled to injunctive relief, specific performance or other equitable relief, without being required to post a bond; PROVIDED, HOWEVER, that, this shall in no way limit any other remedies which the Company or any of its subsidiaries or affiliates may have (including, without limitation, the right to seek monetary damages).

Clawback. Notwithstanding anything in this Agreement to the contrary, Executive acknowledges that the Company may be entitled or required by law, pursuant to The GEO Group, Inc. Clawback Policy (the “Clawback Policy”) or the requirements of an exchange on which the Company’s shares of common stock are listed for trading, to recoup compensation paid to Executive pursuant to this Agreement or otherwise, and Executive agrees to comply with any such request or demand for recoupment by the Company to the extent consistent with the Clawback Policy or applicable law. Executive acknowledges that the Clawback Policy may be modified from time to time in the sole discretion of the Company.

General. It is the intention of both the Company and the Executive that the benefits and rights to which the Executive is entitled pursuant to this Agreement comply with Code Section 409A, to the extent that the requirements of Code Section 409A are applicable thereto, and the provisions of this Agreement shall be construed in a manner consistent with that intention. If the Executive or the Company believes, at any time, that any such benefit or right that is subject to Code Section 409A does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Code Section 409A (with the most limited possible economic effect on the Executive and on the Company).

Distributions on Account of Separation from Service. To the extent required to comply with Code Section 409A, any payment or benefit required to be paid under this Agreement on account of termination of the Executive’s service (or any other similar term) shall be made only in connection with a “separation from service” with respect to the Executive within the meaning of Code Section 409A.

No Acceleration of Payment. Neither the Company nor the Executive, individually or in combination, may accelerate any payment or benefit that is subject to Code Section 409A, except in compliance with Code Section 409A and the provisions of this Agreement, and no amount that is subject to Code Section 409A shall be paid prior to the earliest date on which it may be paid without violating Code Section 409A.

Six Month Delay for Specified Employees. In the event that the Executive is a “specified employee” (as described in Code Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Code Section 409A, then the Company and the Executive shall cooperate in good faith to undertake any actions that would cause such payment or benefit not to constitute deferred compensation under Code Section 409A. In the event that, following such efforts, the Company determines (after consultation with its counsel) that such payment or benefit is still subject to the six-month delay requirement described in Code Section 409A(2)(b) in order for such payment or benefit to comply with the requirements of Code Section 409A, then no such

Treatment of Each Installment as a Separate Payment. For purposes of applying the provisions of Code Section 409A to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Code Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

Reimbursements and In-Kind Benefits. With respect to reimbursements and in-kind benefits that may be provided under the Agreement (the “Reimbursement Plans”), to the extent any benefits provided under the Reimbursement Plans are subject to Section 409A, the Reimbursement Plans shall meet the following requirements:

Executive Benefits. With respect to any Executive Benefits that do not comply with (or are not exempt from) Code Section 409A, to the extent applicable, the Executive shall be deemed to receive from the Company a monthly payment necessary for the Executive to purchase the benefit in question.

Indemnification by the Company of Executive. Notwithstanding the intention of the Company and the Executive that the benefits and rights to which the Executive is entitled pursuant to this Agreement comply with Code Section 409A, if any provision of this Agreement fails to comply with Code Section 409A and any payment or benefit paid or made to the Executive pursuant to the terms of

Contact: Pablo E. Paez

    Executive Vice President, Corporate Relations

Contact: Pablo E. Paez

    Executive Vice President, Corporate Relations

Contact: Pablo E. Paez

    Executive Vice President, Corporate Relations