X0306 4 2015-03-02 0 0000923796 GEO GROUP INC GEO 0001012998 ZOLEY GEORGE C ONE PARK PLACE, SUITE 700 621 NW 53RD STREET BOCA RATON FL 33487 1 1 0 0 Chairman & CEO Restricted Stock 2015-03-02 4 A 0 50000 0.00 A 168712 D Common Stock 950000 D Stock Options 21.29 2015-03-01 2021-03-01 Common Stock 11560 11560 D Vesting of this grant of restricted stock of GEO is contingent upon the achievement by GEO of certain performance-based metrics during the period from January 1, 2015 to December 31, 2017 as certified by the compensation committee. Under the terms of the restricted stock grant, these shares will vest on March 1, 2018 to the extent the performance goals are achieved. Of the grant of restricted stock, 75% is subject to vesting based on GEO's total shareholder return over a three-year period and 25% is subject to vesting based on certain return on capital employed performance goals being met. The amount of shares has been adjusted to reflect the August 15, 2014 vesting of 38,400 shares of restricted stock. /s/John J. Bulfin, as Attorney-in-Fact for George C. Zoley 2015-03-04