SECURUS TECHNOLOGIES, INC.
2004 RESTRICTED STOCK PLAN
Section 1.
Purposes. The
purposes of the Securus Technologies, Inc. 2004 Restricted Stock
Plan are:
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(a)
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To further the growth, development and success of
the Corporation and its Subsidiaries by enabling the executive and
other employees and directors of the Corporation and its
Subsidiaries to acquire a continuing equity interest in the
Corporation, thereby increasing their personal interests in such
growth, development and success and motivating such employees and
directors to exert their best efforts on behalf of the Corporation
and its Subsidiaries; and
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(b)
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To maintain the ability of the Corporation and its
Subsidiaries to attract and retain employees and directors of
outstanding ability by offering them an opportunity to acquire a
continuing equity interest in the Corporation which will reflect
the growth, development and success of the Corporation and its
Subsidiaries.
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Towards these objectives, the Committee may award
Restricted Stock to such employees and directors pursuant to the
terms and conditions of the Plan.
Section 2.
Definitions. As
used in the Plan, the following capitalized terms shall have the
meanings set forth below:
Agreement : a written
certificate or award agreement evidencing an Award, as described in
Section 3(e).
Award: shares of
Restricted Stock awarded pursuant to the terms and conditions of
the Plan.
Board :
the Board of Directors of the
Corporation.
Change in Control : the occurrence of any of the following
events: (a) a “Sale of the Corporation” (as defined in
the Stockholders’ Agreement); (b) the acquisition by any
entity other than H.I.G. Capital, LLC or H.I.G. – TNetix,
Inc., or any of their respective affiliates, of the voting power of
the Corporation or right to appoint more than 50% of the members of
the Board or (c) an event included within the scope of any
definition of the term “Change of Control” that may be
included in or incorporated into an Agreement.
Committee : the Compensation Committee of the Board, or such
other Board committee as may be designated by the Board to
administer the Plan.
Corporation : Securus Technologies, Inc., a Delaware
corporation, or any successor entity.
Fair Market Value of a
share of Stock as of a given date: (a) the mean of the highest and
lowest reported sale prices for a share of Stock, on the principal
exchange on which the Stock is then listed or admitted to trading,
for such date, or, if no such prices are reported for such date,
the
most recent day for which such prices are available
shall be used; (b) if actual sales prices of the Stock are not
subject to reporting, the mean of the closing representative bid
and asked prices for a share of Stock on such date as reported by
any nationally recognized quotation system selected by the
Committee; or (c) if the Stock is not then listed or admitted to
trading on a stock exchange and the method provided for in clause
(b) above shall not be practicable, the fair market value
determined by such other reasonable valuation method as the
Committee shall, in its discretion, select and apply in good faith
as of the given date.
Participant : an individual who is eligible, pursuant to Section
5, and who has been selected, pursuant to Section 3(c), to
participate in the Plan, and who holds an outstanding Award
pursuant to the Plan.
Plan : this
Securus Technologies, Inc. 2004 Restricted Stock Plan.
Restricted Stock : Stock awarded under the Plan in accordance with
the terms and conditions set forth in Section 6.
Restriction Period : a
time period, which may or may not be based upon the achievement of
particular performance goals and/or the satisfaction of vesting
provisions (which may be dependent on the continued service of the
applicable Participant) applicable to, and established or specified
by the Committee at the time of, each award of Restricted
Stock.
Stock : the
Corporation’s Class B common stock, par value $0.01 per
share.
Stockholders’ Agreement
: the Stockholders’ Agreement of the
Corporation, dated as of September 9, 2004, as such agreement
may be subsequently amended or supplemented from time to
time.
Subsidiary : any
corporation or trade or business (including, without limitation, a
partnership or limited liability company) which is more than fifty
percent (50%) controlled (whether by ownership of stock, assets or
an equivalent ownership interest or voting interest) by the
Corporation.
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Section 3.
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Administration of the Plan.
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(a)
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The Committee shall have exclusive authority to
operate, manage and administer the Plan in accordance with its
terms and conditions. Notwithstanding the foregoing, in its
absolute discretion, the Board may at any time and from time to
time exercise any and all rights, duties and responsibilities of
the Committee under the Plan, including, but not limited to,
establishing procedures to be followed by the Committee, except
with respect to matters which under any applicable law, regulation
or rule, are required to be determined in the sole discretion of
the Committee. If and to the extent that no Committee exists which
has the authority to administer the Plan, the functions of the
Committee shall be exercised by the Board.
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(b)
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The Committee shall be appointed from time to time
by the Board, and the Committee shall consist of not less than two
members of the Board. Appointment of Committee members shall be
effective upon their acceptance of such appointment. Committee
members may be removed by the Board at any time either with or
without cause, and such members may resign at any time by
delivering notice thereof to the Board. Any vacancy on the
Committee, whether due to action of the Board or any other reason,
shall be filled by the Board.
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(c)
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The Committee shall have full authority to grant,
pursuant to the terms of the Plan, Awards to those individuals who
are eligible to receive Awards under the Plan. In particular, the
Committee shall have discretionary authority, in accordance with
the terms of the Plan, to: determine eligibility for participation
in the Plan; select, from time to time, from among those eligible,
the employees and directors of the Corporation and the Subsidiaries
to whom Awards shall be granted under the Plan, which selection may
be based upon information furnished to the Committee by the
Corporation’s or a Subsidiary’s management; determine
the number of shares of Stock to be included in any Award and the
periods for which Awards will be outstanding; establish and
administer any terms, conditions, performance criteria,
restrictions, limitations, forfeiture, vesting schedule, and other
provisions, including, without limitation, the Restriction Period,
of or relating to any Award; grant waivers of terms, conditions,
restrictions and limitations under the Plan or applicable to any
Award, or accelerate the vesting of any Award; amend or adjust the
terms and conditions of any outstanding Award and/or adjust the
number and/or class of shares of Stock subject to any outstanding
Award; at any time and from time to time after the granting of an
Award, specify such additional terms, conditions and restrictions
with respect to any such Award as may be deemed necessary or
appropriate to ensure compliance with any and all applicable laws
or rules, including, but not limited to, terms, restrictions and
conditions for compliance with applicable securities laws and
methods of withholding or providing for the payment of required
taxes; offer to buy out an Award previously granted, based on such
terms and conditions as the Committee shall establish with and
communicate to the Participant at the time such offer is made; and,
to the extent permitted under the applicable Agreement, permit the
transfer of an Award by one other than the Participant who received
the grant of such Award.
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(d)
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The Committee shall have all authority that may be
necessary or helpful to enable it to discharge its responsibilities
with respect to the Plan. Without limiting the generality of the
foregoing sentence or Section 3(a), and in addition to the powers
otherwise expressly designated to the Committee in the Plan, the
Committee shall have the exclusive right and discretionary
authority to interpret the Plan and the Agreements; construe any
ambiguous provision of the Plan and/or the Agreements and decide
all questions concerning eligibility for and the amount of Awards
granted under the Plan. The Committee may establish, amend, waive
and/or rescind rules and regulations and administrative guidelines
for carrying out the Plan and may correct any errors, supply any
omissions or reconcile any inconsistencies in the Plan and/or any
Agreement or any other instrument relating to any Awards. The
Committee shall have the authority to adopt such procedures and
subplans and grant Awards on such terms and conditions as the
Committee determines necessary or appropriate to permit
participation in the Plan by
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individuals otherwise eligible to so participate who
are foreign nationals or employed outside of the United States, or
otherwise to conform to applicable requirements or practices of
jurisdictions outside of the United States; and take any and all
such other actions it deems necessary or advisable for the proper
operation and/or administration of the Plan. The Committee shall
have full discretionary authority in all matters related to the
discharge of its responsibilities and the exercise of its authority
under the Plan. Decisions and actions by the Committee with respect
to the Plan and any Agreement shall be final, conclusive and
binding on all persons having or claiming to have any right or
interest in or under the Plan and/or any Agreement.
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(e)
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Each Award shall be evidenced by an Agreement, which
shall be executed by the Corporation and the Participant to whom
such Award has been granted, unless the Agreement provides
otherwise; two or more Awards granted to a single Participant may,
however, be combined in a single Agreement. An Agreement shall not
be a precondition to the granting of an Award; no person shall have
any rights under any Award, however, unless and until the
Participant to whom the Award shall have been granted (i) shall
have executed and delivered to the Corporation an Agreement or
other instrument evidencing the Award, unless such Agreement
provides otherwise, and (ii) has otherwise complied with the
applicable terms and conditions of the Award. The Committee shall
prescribe the form of all Agreements, and, subject to the terms and
conditions of the Plan, shall determine the content of all
Agreements. Any Agreement may be supplemented or amended in writing
from time to time as approved by the Committee;
provided that the terms
and conditions of any such Agreement as supplemented or amended are
not inconsistent with the provisions of the Plan.
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(f)
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Except to the extent prohibited by applicable law or
the applicable rules of a stock exchange, the Committee may, in its
discretion, allocate all or any portion of its responsibilities and
powers under this Section 3 to any one or more of its members
and/or delegate all or any part of its responsibilities and powers
under this Section 3 to any person or persons selected by
it; provided , however ,
that the Committee may not delegate its authority to correct
errors, omissions or inconsistencies in the Plan. Any such
authority delegated or allocated by the Committee under this
Section 3(f) shall be exercised in accordance with the terms and
conditions of the Plan and any rules, regulations or administrative
guidelines that may from time to time be established by the
Committee, and any such allocation or delegation may be revoked by
the Committee at any time.
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Section 4.
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Shares of Stock Subject to the
Plan.
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(a)
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The securities subject to Awards granted under the
Plan shall be shares of Stock. Such shares of Stock subject to the
Plan may be either authorized and unissued shares (which will not
be subject to preemptive rights) or previously issued shares
acquired by the Corporation or any Subsidiary. The total number of
shares of Stock that may be delivered pursuant to Awards granted
under the Plan is 64,835.
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(b)
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Notwithstanding any of the foregoing limitations set
forth in this Section 4, the number of shares of Stock specified in
this Section 4 shall be adjusted as provided in Section
10.
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(c)
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Any shares of Stock subject to an Award which are
forfeited to the Corporation may again be granted pursuant to an
Award under the Plan, subject to the limitations of this Section
4.
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Executive employees and other employees, including
officers, of the Corporation and the Subsidiaries and directors
(whether or not also employees) of the Corporation and the
Subsidiaries shall be eligible to become Participants and receive
Awards in accordance with the terms and conditions of the
Plan.
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Section 6.
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Awards of Restricted Stock.
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(a)
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All Awards under the Plan shall be subject to all
the applicable provisions of the Plan, including the following
terms and conditions, and to such other terms and conditions not
inconsistent therewith, as the Committee shall determine and which
are set forth in the applicable Agreement. Subject to the terms and
restrictions of
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