CORNELL COMPANIES DEFERRED BONUS PLAN
Cornell Companies, Inc., a Delaware corporation, adopted the Cornell Companies Deferred Bonus Plan
(the “Plan”), effective October 1 st , 2001 for the benefit of selected employees.
The Plan is a nonqualified deferred compensation plan pursuant to which the Company (as hereinafter
defined) has awarded and may in the future award Employees of the Company a Bonus. The Plan is maintained
primarily for the purpose of providing deferred compensation for a select group of management or highly
compensated employees, within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee
Retirement Income Security Act of 1974, as amended. The Plan is unfunded for tax purposes and for purposes
of Title I of ERISA. The Participants have the status of general unsecured creditors of the Company and the Plan
constitutes a mere promise by the Company to make benefit payments in the future.
Whenever the following terms are used in the Plan with the first letter capitalized, they shall have the
meaning specified below, unless the context clearly indicates to the contrary.
“Accounting Date” shall mean the end of each day that the New York Stock Exchange is open and
“Administrator” shall mean the Company, acting through the Chief Administrative Officer of the
Company. The Administrator shall have all the duties and responsibilities imposed by ERISA, except as
specifically assigned, delegated to or reserved to the Board of Directors or Compensation Committee under the
“Affiliate” shall mean any employer that, at the time of reference, was, with the Company, a member of
a controlled group of corporations or trades or businesses under common control, or a member of an affiliated
service group, as determined under regulations issued by the Secretary of the Treasury or his delegate under
Code Sections 414(b), 414(c), 414(m), and 415(h) and any other entity re