CORNELL COMPANIES, INC.
This EMPLOYMENT AGREEMENT is made and entered into as of the 19th day of March,
2007, by and between Cornell Companies, Inc., a Delaware corporation (the “ Company ”), and William E.
Turcotte (“ Employee ”).
WHEREAS, the Company wishes to employ the Employee and to enter into an agreement
embodying the terms of such employment (this “ Agreement ”) and Employee desires to enter into this Agreement
and to accept such employment, subject to the terms and provisions of this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged,
the Company and Employee hereby agree as follows:
Section 1. Definitions .
(a) “ Accrued Obligations ” shall mean (i) all accrued but unpaid Base Salary through the date of
termination of Employee’s employment, (ii) any unpaid or unreimbursed business expenses incurred in
accordance with Section 8 below, (iii) any benefits provided under the Company’s employee benefit plans or
arrangements, in accordance with the terms of any such benefit plans or arrangements, and (iv) payments or
benefits required to be provided Employee by operation of applicable law.
(b) “ Base Salary ” shall mean the salary provided for in Section 6(a), below, or any increased
salary granted to Employee pursuant to Section 6(a).
(c) “ Board ” shall mean the Board of Directors of the Company.
(d) “ Cause ” shall mean (i) material acts of personal dishonesty substantially relevant to Company
matters, gross negligence or willful misconduct by Employee in connection with Employee’s employment duties;
(ii) failure or refusal by Employee to perform in any material respect his duties or responsibilities under this
Agreement; (iii) misappropriation by Employee of the assets or business opportunities of the Company or its