Sample Business Contracts


Executive Severance Agreement - The Wackenhut Corp. and Philip L. Maslowe

Free Change in Control Forms


               AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT

         THIS AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT ("Agreement")
fpis made and entered into as of this 21st day of November, 2001, by and between
The Wackenhut Corporation, a Florida corporation, its successor or successors,
(hereinafter referred to as the "Company") and Philip L. Maslowe (hereinafter
referred to as the "Executive").

         The Executive is a key executive of the Company, and the Company
desires to provide the Executive with an incentive to remain with the Company if
concerns arise over a possible change in control.

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the Company and the Executive agree as follows:

1.       TERMINATION OF EXECUTIVE EMPLOYMENT. (a) PAYMENTS AND BENEFITS. If the
         Executive ceases to be employed by the Company for any reason
         (including the delivery of a written resignation to the Company by the
         Executive or his authorized representative on the Executive's or his
         estate's behalf) at any time during the 12 month period commencing on
         the date on which a Change in Control (as defined in Section 2 below)
         occurs, then (i) the Company shall pay the Special Termination Payment
         (as defined in Section 3 below) to the Executive (or his estate) within
         ten days after said termination, (ii) all awards granted pursuant to
         The Wackenhut Corporation Employee Long-Term Incentive Stock Plan and
         any other unvested stock options or other interests the Executive holds
         in the Company's stock or the stock of a subsidiary of the Company
         shall become fully vested, all restrictions on restricted stock units
         shall lapse, and all performance targets with respect to performance
         units or shares will be deemed to have been met as of the date the
         Executive's employment is terminated, (iii) the Company shall transfer
         all of its interest in any automobile used by the Executive pursuant to
         The Wackenhut Corporation 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), (iv) the Company shall pay to the
         Executive, within ten days after said termination, an amount equal to
         the Deferred Compensation Payoff Amount defined below in full
         satisfaction of the Company's obligations under that certain Amended
         and Restated Senior Officer Retirement/Deferred Compensation Agreement
         between the Company and the Executive (the "Deferred Compensation
         Agreement"), (v) the Company shall continue to provide the Executive
         (and if applicable, his beneficiaries) with the Executive Benefits (as
         described in Section 4), at no cost to the Executive in no less than
         the same amount and, on the same terms and conditions as in effect on
         the date on which the Change of Control occurs for a period of 3 years
         after the date of termination of the Executive's employment with the
         Company, regardless of the cost to the Company, or, alternatively, if
         the Executive (or his estate) elects at any time in a written notice
         delivered to the Company to waive any particular Executive Benefits,
         the


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         Company shall make a cash payment to the Executive within ten days
         after receipt of such election in an amount equal to the present value
         of the Company's cost of providing such Executive Benefits from the
         date of such election to the end of the foregoing 3-year period, and
         such present value shall be determined by reference to the Company's
         then-current cost levels and a discount rate equal to 120 percent of
         the short-term applicable Federal rate provided for in Section 1274(d)
         of the Internal Revenue Code (the "Code") for the month in which the
         Change in Control occurs; and (vi) the Company shall pay to the
         Executive, within 10 days after said termination, an amount equal to
         the sum of (a) the dollar value of vacation time that would have been
         credited to the Executive pursuant to the Company's Vacation Policy
         dated August 1, 1997, Number HR 350 (the "Vacation Policy") if the
         Executive had remained employed by the Company through the "Anniversary
         Date" (as defined in the Vacation Policy) immediately following his
         termination of employment, multiplied by a fraction, the numerator of
         which is the number of days which elapsed from the Executive's
         Anniversary Date immediately preceding the date of termination through
         the date of such termination, and the denominator of which is 365, plus
         (b) the dollar value of vacation time which the Executive was entitled
         to have taken immediately prior to the Executive's termination, which
         was not in fact taken by the Executive; the dollar value of vacation
         time referred to above shall be equal to the amount which would have
         been paid to the Executive by the Company during such vacation time had
         the vacation time in fact been taken by the Executive immediately prior
         to the Executive's termination.

                  (b)      RULES AND DEFINITIONS.

                           (1) If the Executive dies during the 3-year period
                  contemplated by clause (v) of the foregoing paragraph (a), the
                  Company shall provide the Executive Benefits, to the extent
                  applicable, to the Executive's estate, or make any applicable
                  cash payments in lieu thereof to said estate. The Executive
                  shall be deemed to be employed by the Company if the Executive
                  is employed by the Company or any subsidiary of the Company in
                  which the Company owns a majority of the subsidiary's voting
                  securities. Notwithstanding anything else in this Agreement to
                  the contrary, subsequent reemployment of the Executive by the
                  Company or any successor of the Company following a Change in
                  Control will not cause the Executive to forfeit any
                  compensation or benefits provided in this Agreement.

                           (2) The "Deferred Compensation Payoff Amount" is the
                  sum of (i) an amount which will be sufficient to allow the
                  Executive to purchase an annuity policy issued by a life
                  insurance company which has the highest ratings from
                  independent rating agencies (such as Standard & Poor's or A.M.
                  Best) which will provide after-tax benefits in amounts which
                  are at least equal to the after-tax benefits the Executive
                  would have received had the Company paid the deferred
                  compensation benefits to the Executive pursuant to the
                  Deferred Compensation Agreement, with payments commencing no
                  later than 30 days after the issuance of said annuity and at
                  the same intervals as provided for in the Deferred
                  Compensation Agreement (the "Annuity


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                  Funding Amount"), plus (ii) the Deferred Compensation Gross-up
                  Payment defined below. The Deferred Compensation Gross-up
                  Payment is an amount which will cause the remainder of the
                  Deferred Compensation Payoff Amount minus all Applicable Taxes
                  (defined below) applicable to the Executive as a result of
                  payment of the Deferred Compensation Payoff Amount, to be
                  equal to the Annuity Funding Amount prior to deduction of any
                  Applicable Taxes imposed with respect to the Annuity Funding
                  Amount."Applicable Taxes" means all federal, state, local and
                  other taxes, including income taxes, payroll taxes, and any
                  other taxes, but not including any Excise Tax which is the
                  subject of Section 3.a of this Agreement. The Deferred
                  Compensation Gross-up Payment is intended to place the
                  Executive in the same economic position with respect to the
                  Annuity Funding Amount that the Executive would have been in
                  if the Applicable Taxes did not apply. For purposes of
                  determining after-tax benefits referred to in the definition
                  of the Annuity Funding Amount above, the taxes to be taken
                  into account shall be all applicable federal taxes assuming
                  that the Executive is subject to taxation at the highest
                  marginal rates. The payment of the Excise Tax Gross-up Payment
                  provided for in Section 3.a, if applicable, shall be in
                  addition to the Deferred Compensation Gross-up Payment
                  referred to above. Upon payment of the Deferred Compensation
                  Payoff Amount, the Company shall have no further obligation to
                  make payments with respect to the Deferred Compensation
                  Agreement.

                           (3) With respect to any Executive Benefits which are
                  health benefits subject to the Consolidated Omnibus Budget
                  Reconciliation Act of 1985 ("COBRA") ("Health Benefits") and
                  for which continuation coverage under COBRA is elected by the
                  Participant (at the Participant's expense), the Company shall
                  provide the Executive with the Health Benefits (at its
                  expense) contemplated by clause (v) of the foregoing paragraph
                  (a) for a 3-year period beginning on the date continuation
                  coverage under COBRA ends, provided that the Executive (or
                  Executive's estate) does not elect to waive the Health Benefit
                  in lieu of a cash payment as provided in clause (v) of the
                  foregoing paragraph (a). If the Executive makes the election
                  to receive the present value of said Executive Benefits under
                  clause (v) of paragraph (a), the present value of Executive
                  Benefits which are Health Benefits shall not be affected by
                  any COBRA coverage, and this shall not impair the Executive's
                  right to elect COBRA continuation as contemplated above.

2.       CHANGE IN CONTROL. For purposes of this Agreement, a "Change in
         Control" shall be deemed to have occurred as of the first day that any
         one or more of the following conditions shall have been satisfied:

                  (i) any "person" as such term is used in Section 13(d) and
         14(d) of the Securities Exchange Act of 1934, (the "Exchange Act")
         (other than members of the Controlling Shareholder Group, the Company,
         any trustee or other fiduciary holding securities under any employee
         benefit plan of the Company, or any company owned, directly or
         indirectly, by the


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<PAGE>

         shareholders of the Company in substantially the same proportions as
         their ownership of stock of the Company), is or becomes the "beneficial
         owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
         indirectly, of securities of the Company representing 30% or more of
         the combined voting power of the Company's then outstanding securities;

                  (ii) the shareholders of the Company approve a merger or
         consolidation of the Company with any other corporation or entity,
         OTHER THAN a merger or consolidation which 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) more than 80%
         of the combined voting power of the voting securities of the Company or
         such surviving entity outstanding immediately after such merger or
         consolidation; or

                  (iii) the shareholders of the Company approve a plan of
         complete liquidation of the Company or an agreement for the sale or
         disposition by the Company of all or substantially all of the Company's
         assets; or

                  (iv) the total combined voting power of the Company (or any
         successor entity) represented by shares of voting stock owned by
         members of the Controlling Shareholder Group is reduced to 30 percent
         or less.

                  Notwithstanding the foregoing, in no event shall a Change in
         Control be deemed to have occurred, with respect to the Executive, if
         the Executive is part of a purchasing group which consummates a
         transaction causing a Change in Control. The Executive shall be deemed
         "part of a purchasing group" for purposes of the preceding sentence if
         the Executive is a direct or indirect equity participant in the
         purchasing company or group.

                  The "Controlling Shareholder Group" includes (i) George R.
         Wackenhut, (ii) the spouse and lineal descendants of George R.
         Wackenhut, (iii) any trust whose only beneficiaries are persons
         described in the foregoing clauses (i) and (ii), and (iv) Affiliates of
         the persons described in the foregoing clauses (i), (ii) and (iii). An
         "Affiliate" of a person includes only a corporation, limited liability
         company, partnership, or similar entity where all of the voting
         securities or ownership interests of said entity are directly owned by
         such person. A "person" includes any natural person and any
         corporation, limited liability company, partnership, trust or other
         entity.

3.       SPECIAL TERMINATION PAYMENT. For purposes of this Agreement, the
         "Special Termination Payment" shall mean an aggregate amount of money
         equal to the product of three (3) multiplied by the sum of the
         Executive's annual base salary as in effect at the time of the
         termination giving rise to the Special Termination Payment, or if
         greater the annual base salary in effect for the calendar year prior to
         the date of termination, plus the greater of (i) the annual bonus the
         Executive received during the preceding calendar year or (ii) the
         largest annual bonus the Executive would have received if his
         employment had not been terminated


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<PAGE>

         in the calendar year in which his employment was terminated assuming
         that all targets and incentives are met (regardless of actual results
         and criteria). In the event that the Company does not pay the Special
         Termination Payment by the due date specified in this Agreement, then
         the unpaid amount shall bear interest at the rate of 18 percent per
         annum, compounded monthly, until it is paid.

         a.       EQUALIZATION PAYMENT. If any of the Special Termination
                  Payment will be subject to the tax (the "Excise Tax") imposed
                  by Section 4999 of the Internal Revenue Code of 1986, as
                  amended (the "Code") (or any similar tax that may hereafter be
                  imposed), the Company shall also pay to the Executive in cash
                  an additional amount (the "Excise Tax Gross-up Payment") such
                  that the net amount retained by the Executive after deduction
                  from the Special Termination Payment and the Excise Tax
                  Gross-up Payment of any Excise Tax imposed upon the Special
                  Termination Payment and any federal, state local and other
                  taxes (including income taxes, payroll taxes, Excise Tax and
                  any other taxes) imposed upon the Excise Tax Gross-up Payment
                  shall be equal to the original amount of the Special
                  Termination Payment, prior to deduction of any Excise Tax
                  imposed with respect to the Special Termination Payment. The
                  Excise Tax Gross-up Payment is intended to place the Executive
                  in the same economic position he would have been in if the
                  Excise Tax did not apply. The Excise Tax Gross-up Payment
                  shall be paid to the Executive in full, at the time the
                  Special Termination Payment is paid pursuant to Section 1
                  hereof. For purposes of determining the Excise Tax Gross-up
                  Payment pursuant to this Section 3.a, the Special Termination
                  Payment shall also include any amounts which would be
                  considered "Parachute Payments" (within the meaning of Section
                  280G(b)(2) of the Code) to the Executive, including, but not
                  limited to, all items listed in Section 1 of this Agreement to
                  the extent that they are considered to be Parachute Payments
                  such that the Company will absorb the full cost of any Excise
                  Tax thereon and all taxes relating to the Company's absorption
                  of any Excise Taxes.

         b.       TAX RATES. For purposes of determining the amount of the
                  Excise Tax Gross-up Payment, the Executive shall be deemed to
                  pay Federal income taxes at the highest marginal rate of
                  Federal income taxation in the calendar year in which the
                  Excise Tax Gross-up Payment is to be made, and state and local
                  income taxes at the highest marginal rate of taxation in the
                  state and locality of the Executive's residence on the date of
                  termination, net of the maximum reduction in Federal income
                  taxes which could be obtained from deduction of such state and
                  local taxes.

         c.       TAX CALCULATION. Simultaneously with the Company's payment of
                  the Special Termination Payment, the Company shall deliver to
                  the Executive a written statement specifying the total amount
                  of all payments provided for in this Agreement, together with
                  all supporting calculations. If the Executive disagrees with
                  the Company's calculation of any of said payments, the
                  Executive shall submit to the Company, no later than 30 days
                  after receipt of the Company's calculations, a written


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<PAGE>


                  notice advising the Company of the disagreement and setting
                  forth his calculation of said payments. The Executive's
                  failure to submit such notice within such period shall be
                  conclusively deemed to be an agreement by the Executive as to
                  the amount of said payments. If the Company agrees with the
                  Executive's calculations, it shall pay any shortfall to the
                  Executive within 20 days after receipt of such a notice from
                  the Executive, together with interest thereon accruing at the
                  rate of 18 percent per annum, compounded monthly, from the
                  original due date of the Special Termination Payment through
                  the actual date of payment of said shortfall. If the Company
                  does not agree with the Executive's calculations, it shall
                  provide the Executive with a written notice within 20 days
                  after the receipt of the Executive's calculations advising the
                  Executive that the disagreement is to be referred to an
                  independent accounting firm for resolution. Such disagreement
                  shall be referred to an independent "Big 5" accounting firm
                  which is not the regular accounting firm of the Company and
                  which is agreed to by the Company and the Executive within 10
                  days after issuance of the Company's notice of disagreement
                  (if the parties cannot agree on the identity of the accounting
                  firm which is to resolve the dispute, the accounting firm
                  shall be selected by means of a coin toss conducted in Palm
                  Beach County, Florida by counsel to the Executive on the first
                  business day after such 10 day period in such manner as such
                  counsel may specify). The accounting firm shall review all
                  information provided to it by the parties and submit a written
                  report setting forth its calculation of the amounts provided
                  for in this Agreement within 15 days after submission of the
                  matter to it, and such decision shall be final and binding on
                  all of the parties. The fees and expenses charged by said
                  accounting firm shall be paid by the Company. If the amount of
                  the payment actually paid by the Company was less than the
                  amount calculated by the accounting firm, the Company shall
                  pay the shortfall to the Executive within 5 days after the
                  accounting firm submits its written report, together with
                  interest thereon accruing at the rate of 18 percent per annum,
                  compounded monthly, from the original due date of the Special
                  Termination Payment through the actual date of payment of said
                  shortfall.

         d.       SUBSEQUENT RECALCULATION. In the event the Internal Revenue
                  Service imposes an Excise Tax that is greater than the Excise
                  Tax assumed for purposes of calculating the Excise Tax
                  Gross-up Payment, the Company shall reimburse the Executive
                  for the full amount necessary to make the Executive whole in
                  accordance with the principles set forth above, including any
                  interest and penalties which may be imposed.

4.       EXECUTIVE BENEFITS. The term "Executive Benefits" means all health,
         dental, disability, life insurance, retirement and fringe benefits or
         programs now or hereafter established by the Company which cover the
         Company's executives or its employees, and applicable family members
         and which are in effect on the date on which a Change in Control
         occurs. The term "Executive Benefits" also includes, for purposes of
         Section 3, the value of the items provided for in clauses (ii) and
         (iii) of the first sentence in Section 1.


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<PAGE>




5.       NON-COMPETITION. In the event that Executive's employment is terminated
         pursuant to Section 1 hereof and Executive timely receives payment of
         the Special Termination Payment, Executive agrees that for a period of
         12 months after such termination of employment not to, directly or
         indirectly, own, manage, operate, control or participate in the
         ownership, management operation or control of, or be connected as an
         officer, employee, partner, director or otherwise with, or have any
         financial interest in, or aid or assist anyone else in the conduct of,
         any business (a "Competitive Operation") which competes with any
         business conducted by the Company, or by any group, division or
         subsidiary of the Company for which the Executive has had
         responsibility, in any area where such business is being conducted at
         the time of such termination. It is understood and agreed that, for the
         purposes of the foregoing provisions of this Section 5, no business
         which is conducted by the Company at the time of the Executive's
         termination and which subsequently is sold or discontinued by the
         Company shall be deemed to be a Competitive Operation within the
         meaning of this Section 5. Ownership of an amount not to exceed five
         percent (5%) of the voting stock of any publicly held corporation shall
         not constitute a violation hereof.

6.       RELEASE AND INDEMNITY. The Company hereby fully and forever releases,
         acquits, discharges and holds the Executive harmless from any and all,
         and all manner of, actions and causes of action, claims, suits, costs,
         debts, sums of money, claims and demands, presently known or unknown,
         whatsoever in law or equity or otherwise, which the Company ever had,
         now has or may now have, or will have in the future, by reason of any
         matter, cause or thing whatsoever, from the beginning of the world and
         all times thereafter. The preceding sentence does not apply to any
         matters, events, actions, claims, damages or losses arising from, in
         connection with or relating to (i) any intentional illegal conduct of
         the Executive, or (ii) conduct of the Executive after the Executive
         ceases to be employed by the Company. The Company at all times shall
         indemnify, save harmless and reimburse the Executive, from and against
         any and all demands, claims, liabilities, losses, actions, suits or
         proceedings, or other expenses, fees, or charges of any character or
         nature, which the Executive may incur or with which they may be
         threatened with, arising from, in connection with, relating to or
         arising as a result of Executive's employment by the Company or any
         other relationship that the Executive has with the Company as an
         officer, director, agent shareholder or otherwise, including without
         limitation settlement costs and attorneys' fees and court costs at
         trial and appellate levels which the Executive may incur in connection
         with settling, defending against or resisting any of the foregoing. The
         Company shall pay to the Executive any amounts due with respect to said
         indemnity within 5 business days after the Executive issues a written
         demand therefor to the Company. The provisions of this section are an
         expansion of any rights that the Executive may have with respect to the
         subject matter, and no other agreement or arrangement which the Company
         may have that benefits the Executive with respect to the subject matter
         hereof shall be superseded or limited in any way as a result of the
         parties entering into this Agreement.


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<PAGE>


7.       EXAMPLES. The operation of this Agreement is illustrated by the example
         set forth in Exhibit A attached hereto. Said example is not intended to
         limit the manner in which amounts payable hereunder are to be
         calculated. If other tax rates, taxes or other charges are applicable,
         the calculations shall be adjusted to achieve the same economic result
         to the Executive such that the Executive receives all payments under
         this Agreement free of costs represented by Excise Taxes or any taxes
         relating to the absorption by the Company of Excise Taxes, and also
         such that the Annuity Funding Amount is received free not only of
         Excise Taxes, but also of all other taxes arising with respect to the
         Annuity Funding Amount and the absorption by the Company of all such
         taxes. The assumptions set forth in the said example are for
         illustrative purposes only, and have no relationship to the actual
         amounts that may apply under this Agreement.

8.       NOTICES. Notices and all other communications contemplated by this
         Agreement shall be in writing and shall be deemed to have been duly
         given when received at the address specified herein. In the case of
         Executive, notices shall be delivered to him at the home address which
         he has most recently communicated to the Company in writing. In the
         case of the Company, notices shall be delivered to the Company's
         corporate headquarters, and all notices shall be directed to the
         attention of the Company's Chief Executive Officer, with a copy to the
         Company's General Counsel.

9.       NO MITIGATION. Executive shall not be required to mitigate the amount
         of any payment or benefit contemplated by this Agreement upon his
         termination of employment (whether by seeking new employment or in any
         other manner), nor shall any such payment or benefit be reduced by any
         earnings or benefits that Executive may receive from any other source.

10.      MODIFICATION AND WAIVER. This Agreement shall not be canceled,
         rescinded or revoked, nor may any provision of this Agreement be
         modified, waived or discharged unless the cancellation, rescission,
         revocation, modification, waiver or discharge is agreed to in writing
         and signed by Executive and by the President or Chairman of the Board
         of the Company. No waiver by either party of any breach of, or of
         compliance with, any condition or provision of this Agreement by the
         other party shall be considered a waiver of any other condition or
         provision or of the same condition or provision at another time.

11.      COMPLETE AGREEMENT. This Agreement supersedes all previous severance
         agreements entered into by Executive and the Company, including the
         Executive Severance Agreement entered into between the parties in the
         year 2000. Except as specifically provided in Section 1 of this
         Agreement, this Agreement does not affect any deferred compensation
         agreements, non-qualified retirement plans, or any other agreements
         entered into by the parties.

12.      NO ASSIGNMENT. No right, benefit or interest hereunder, shall be
         subject to anticipation, alienation, sale, assignment, encumbrance,
         charge, pledge, hypothecation, or set-off in respect of any claim, debt
         or obligation, or to execution, attachment, levy or similar process, or
         assignment by operation of law. Any attempt, voluntary or involuntary,
         to effect any


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<PAGE>

         action specified in the immediately preceding sentence shall, to the
         full extent permitted by law, be null, void and of no effect. This
         Agreement is binding on all successors of the Company, whether by
         merger, consolidation, purchase or otherwise, and all references to the
         Company shall also include references to any such successor.

13.      GOVERNING LAW. This Agreement shall be governed by, and construed and
         enforced in accordance with and subject to, the laws of the State of
         Florida applicable to Agreements made and to be performed entirely
         within such State, as to all matters governed by state law or, if
         controlling, by applicable federal law.

14.      SEVERABILITY. The invalidity or unenforceability of any provision or
         provisions of this Agreement shall not affect the validity or
         enforceability of any other provision hereof, which shall remain in
         full force and effect.

15.      LITIGATION; VENUE. Any action at law or in equity under this Agreement
         shall be brought in the courts of Palm Beach County, Florida, and in no
         other court (whether or not jurisdiction can be established in another
         court). Each party hereto waives the right to argue that venue is not
         appropriate in the courts of Palm Beach County, Florida.

16.      EXPENSES. The Company shall reimburse the Executive for all legal
         and/or accounting expenses he incurs in connection with the execution,
         delivery and enforcement of his rights under this Agreement.

17.      WITHHOLDING. All payments made pursuant to this Agreement will be
         subject to withholding of applicable taxes.

18.      COUNTERPARTS. This Agreement may be executed in one or more
         counterparts, each of which shall be deemed to be an original but all
         of which together will constitute one and the same instrument.


                          [Signatures on the Next Page]


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         IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Executive Severance Agreement effective the 21st day of November, 2001.

SIGNED, SEALED AND DELIVERED                  EXECUTIVE:
IN THE PRESENCE OF:
                                              /s/ Philip L. Maslowe
------------------------------------          ----------------------------------
PRINT NAME OF WITNESS BELOW:                  Philip L. Maslowe

------------------------------------
                                              Date: November 20, 2001
                                                   -----------------------------

------------------------------------
PRINT NAME OF WITNESS BELOW:

------------------------------------


                                              THE WACKENHUT CORPORATION

                                              By: /s/ Richard R. Wackenhut
------------------------------------             -------------------------------
PRINT NAME OF WITNESS BELOW:

------------------------------------            Name: Richard R. Wackenhut
                                                Title: President and Chief
                                                       Executive Officer

                                                Date: November 21, 2001
------------------------------------                 ---------------------------
PRINT NAME OF WITNESS BELOW:

------------------------------------

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<PAGE>



                                    EXHIBIT A
                                   Page 1 of 2

         This example assumes the following:

         (i) the Special Termination Payment in Section 1(a)(i)is $1.1 million;

         (ii) the Annuity Funding Amount provided for in Section 1(b)(2) is $2
million;

         (iii) the combined value of the benefits set forth in clauses (ii),
(iii), (v) and (vi) of Section 1(a) for purposes of Code Section 280G is
$100,000;

         (iv) all payments under this Agreement are "parachute payments" under
Code Section 280G(b)(2)(A);

         (v) the Executive's base amount under Code Section  280G(b)(3)(A) is
$300,000;

         (vi) the present value of the deferred compensation payments due to the
Executive pursuant to the Deferred Compensation Agreement for purposes of Code
Section 280G is $1,800,000; and

         (vii) payments made to the Executive under this Agreement are subject
to a maximum federal income tax rate under Code section 1 of 39.1%, a payroll
tax under Code section 3101 of 1.45%, and an excise tax under Code section 4999
of 20%, and no other taxes are applicable.

         Under these assumptions, the Deferred Compensation Gross-up Payment
under Section 1(b)(2) of the Agreement is $1,364,171.57, the Deferred
Compensation Payoff Amount under Section 1(b)(2) of the Agreement is
$3,364,171.57, and the Excise Tax Gross-up Payment under Section 3.a is
$1,249,263.15. The calculation of these amounts is set forth in the table set
forth on the following page 2 of this Exhibit A.


<PAGE>


                                    EXHIBIT A
                                   Page 2 of 2


<TABLE>
<CAPTION>

           A                  B              C                  D                 E
       -----------      ------------  ---------------     -------------   -----------------
<S>    <C>              <C>           <C>                 <C>             <C>
                                                              INCREASED
                                                          PRESENT VALUE          EXCISE TAX
                             SPECIAL                        OF DEFERRED            GROSS-UP
                         TERMINATION   VALUE OF OTHER      COMPENSATION             PAYMENT
1      BASE AMOUNT           PAYMENT         BENEFITS      FROM CELL E5   (B2+C2+D2-A3)XB12
       -----------      ------------   --------------      ------------    ----------------
2       300,000.00      1,100,000.00       100,000.00      1,564,171.57      1,249,263.15
3

                             DEFERRED                      PRESENT VALUE          INCREASED
                         COMPENSATION         DEFERRED       OF DEFERRED      PRESENT VALUE
           ANNUITY           GROSS-UP     COMPENSATION  COMPENSATION FOR        OF DEFERRED
           FUNDING            PAYMENT    PAYOFF AMOUNT          FOR 280G       COMPENSATION
4           AMOUNT             A5XB13            A5+B5          PURPOSES              C5-D5
      ------------      -------------    -------------  ----------------     --------------
5     2,000,000.00      1,364,171.57     3,364,171.57      1,800,000.00       1,564,171.57
6
7  INCOME TAX RATE           0.39100

8  PAYROLL TAX RATE          0.01450

9  TAX RATE W/O
    EXCISE TAX B7+B8         0.40550

10 EXCISE TAX RATE           0.20000

11 TOTAL TAX RATE
    ON PARACHUTE
    PAYMENTS B9+B10          0.60550

12 EXCISE TAX
    GROSS-UP
    MULTIPLIER
    B10/(1-B11)              0.50697

13 INCOME TAX
    GROSS-UP
    MULTIPLIER
    B9/(1-B9)                0.68209
</TABLE>


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