EX-10.2 Form of Restricted Stock Agreement






Exhibit 10.2




RESTRICTED STOCK AGREEMENT




     This Restricted Stock Agreement (this “Agreement”) is dated as of June 23, 2008
between Securus Technologies, Inc., a Delaware corporation (the “Corporation”), and Richard
A. Smith (the “Executive”). Capitalized terms not otherwise defined herein shall have
their respective meanings as set forth in the Securus Technologies, Inc. 2004 Restricted Stock Plan
(the “Plan”).



W I T N E S S E T H:




     WHEREAS, the Corporation and the Executive desire that the Corporation grant to the Executive
shares of Class B Common Stock equal to approximately five percent (5%) of the aggregate of the
Corporation’s outstanding Common Stock, par value $.001 per share (“Common Stock”), Class B
Common Stock, par value $.001 per share, warrants to purchase Common Stock (on an as exercised
basis), and Series A Convertible Preferred Stock (the “Series A Preferred Stock”)(on an as
converted basis), in each case, as of July 1, 2008; and



     WHEREAS, as of the date hereof, each share of Series A Preferred Stock is convertible into 1
share of Common Stock; and



     WHEREAS, the Certificate of Designation for the Series A Preferred Stock (the “Certificate
of Designation”) provides that if the Corporation’s Credit Facility Cash Flow (as defined in
the Certificate of Designation) for the 12 months ended June 30, 2008 is less than $45,000,000,
each share of Series A Preferred Stock is convertible into 200 shares of Common Stock; and



     WHEREAS, the Corporation desires to issue to the Executive either (a) fifty-seven thousand
seventy-two 61/100 (57,072.61) shares of the Corporation’s Class B Common Stock if each share of
Series A Preferred Stock is convertible into 200 shares of Common Stock as of June 30, 2008
pursuant to Section 5(d)(iii) of the Certificate of Designation, or (b) three-hundred twenty-three
56/100 (323.56) shares of the Corporation’s Class B Common Stock if each share of the Series A
Preferred Stock is not convertible into 200 shares of Common Stock as of June 30, 2008, (the
“Restricted Stock”).



     NOW, THEREFORE, in consideration of the Executive’s employment with the Corporation, and as an
inducement and incentive to the Executive to enter into an Employment Agreement (and other good and
valuable consideration receipt of which is hereby acknowledged), the Corporation hereby agrees to
grant to the Executive the Restricted Stock, pursuant to the terms and subject to the conditions of
the Plan and this Agreement, including a restriction period (the “Restriction Period”) and
such other restrictions as are hereinafter set forth, and in connection with such purchase and
sale, Corporation and the Executive agree as follows:



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     1. Grant of Restricted Stock.



          (a) The Corporation hereby grants to the Executive, the Restricted Stock. Subject to Section
4, the Restriction Period and the other restrictions contained herein and those restrictions set
forth in that certain Stockholders’ Agreement by and among the Corporation and the investors and
management stockholders named therein (the “Stockholders’ Agreement”), on or before
September 15, 2008, the Corporation shall deliver to the Executive stock certificates evidencing
shares of Restricted Stock in the amount of either (i) fifty-seven thousand seventy-two 61/100
(57,072.61), if each share of Series A Preferred Stock is convertible into 200 shares of Common
Stock as of June 30, 2008, or (ii) three-hundred twenty-three 56/100 (323.56) shares if each share
of the Series A Preferred Stock is not convertible into 200 shares of Common Stock as of June 30,
2008. If at any time after September 15, 2008 it is determined that each share of the Series A
Preferred Stock was not convertible into 200 shares of Common Stock as of June 30, 2008, the shares
of Restricted Stock shall be immediately reduced to three-hundred twenty-three 56/100 (323.56)
without any further action by the Executive and, within five (5) days written notice thereof, the
Executive shall return to the Corporation any stock certificates issued to him evidencing shares in
excess of such amount.




          (b) In connection with the grant of the Restricted Stock hereunder, the Executive represents
and warrants to the Corporation that:





     (i) The Restricted Stock to be received by the Executive pursuant to this Agreement
will be for the Executive’s own account and not with a view to, or intention of,
distribution thereof in violation of the Securities Act of 1933, as amended (the
“Securities Act”), or any applicable state securities laws, and the Restricted Stock
will not be disposed of by the Executive in contravention of the Securities Act or any
applicable state securities laws or the Stockholders’ Agreement.




     (ii) The Executive is able to evaluate the risks and benefits of the Restricted Stock.
The Executive is an officer of the Corporation and is an “accredited investor” within the
meaning of the Securities Act. The Executive is domiciled in, and the certificates
representing the Restricted Stock will come to rest in, the State of Texas.




     (iii) The Executive acknowledges that the Restricted Stock has not been registered
under the Securities Act and, therefore, cannot be sold unless subsequently registered under
the Securities Act or an exemption from such registration is available.




     (iv) The Executive has had an opportunity to ask questions and receive answers
concerning the terms and conditions of the Restricted Stock and has had full access to such
other information concerning the Corporation as he has requested. The Executive has also
reviewed, or has had an opportunity to review, the Corporation’s certificate of
incorporation, bylaws and financial statements. The Executive acknowledges and understands
that (a) it is unlikely that the Corporation will pay dividends in respect of the Restricted
Stock and (b) payment of dividends and distributions in respect of the Restricted Stock may
be restricted by the financing documents that the Corporation may enter into and may be
restricted by future



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agreements or instruments binding on the Corporation, its operating subsidiaries or its
properties. The Restricted Stock is junior to the Series A Preferred Stock, par value $.01
per share and the Common Stock, $0.01 par value per share (the “Common Stock”), in
right of payment upon liquidation of the Corporation. The Executive agrees and
acknowledges that no other Person has acted, is expected to act, or will act as the agent or
financial advisor of such Executive in connection with making, closing or monitoring of his
investments hereunder. The Executive acknowledges that he has been advised that an
investment in the Restricted Stock involves a high degree of risk and is suitable only for
persons of adequate financial means who have no need for liquidity with respect to this
investment and that there may be a complete loss of his investment.




     (v) This Agreement constitutes the legal, valid and binding obligation of the
Executive, enforceable in accordance with its terms, and the execution, delivery and
performance of this Agreement by the Executive does not and will not conflict with, violate
or cause a breach of any agreement, contract or instrument to which the Executive is a party
or any judgment, order or decree to which the Executive is subject.



          (c) The Corporation represents and warrants to the Executive that the Restricted Stock issued
under this Agreement is duly and validly authorized and issued, fully paid and non-assessable and
has not been issued in violation of any pre-emptive or similar right of any person or of any
federal or state securities law.




     2. Corporation’s Right to Purchase Stock.



          (a) Immediately following termination under any circumstances of the Executive’s employment
with the Corporation or a Subsidiary, the Corporation shall have the right, but not the obligation,
to purchase any or all of the shares of Restricted Stock then held by the Executive or any
permitted transferee of such Restricted Stock (other than shares of Restricted Stock that are
Vested Restricted Stock (as defined below) and the maximum number of shares of Restricted Stock
that remain subject to the vesting provisions of Section 3(b) after such termination) by delivering
written notice to the Executive and/or such transferee within ninety (90) calendar days (or, if
such termination of employment occurs by reason of the Executive’s death or Disability, one hundred
eighty (180) days) after such termination of employment, at the purchase price determined in
accordance with Section 2(b). In addition, in the event of a Sale of the Corporation, the
Corporation shall have the right, but not the obligation, to purchase on the closing date of the
Sale of the Corporation any or all of the shares of Restricted Stock described in Sections 3(b) and
3(c) hereof as to which the Restriction Period has not lapsed after giving effect to such Sale of
the Corporation; provided, however, that if H.I.G.-TNetix, Inc. and/or its
affiliates retain capital stock in the Corporation after a Sale of the Corporation then the
effectiveness of the provisions of this Section 2 granting the Corporation the right to purchase
shares of Restricted Stock shall be deferred until the date that H.I.G.-TNetix and its affiliates
have sold all of the capital stock in the Corporation held by such entities. As used herein, the
term “Vested Restricted Stock” will mean the shares of Restricted Stock as to which the
Restriction Period has lapsed in accordance with Section 3.





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          (b) The purchase price to be paid by the Corporation for any shares of Restricted Stock to be
purchased pursuant to Section 2(a) shall be the lesser of: (A) the fair
market value of such shares of Restricted Stock as of the date the Corporation purchases such
shares and (B) $.01 for each share of Restricted Stock.




          (c) If the Corporation elects to exercise its right to purchase any Restricted Stock under
this Section 2, the closing of the purchase by the Corporation of the Restricted Stock shall take
place no later than thirty (30) days after the exercise of such right, which time in the case of
the death of the Executive may be extended to provide for probate of the Executive’s estate. On
the date scheduled for such closing, the price for the shares of the Restricted Stock shall be paid
by the Corporation by (i) check or checks to the record holder of such shares against delivery of a
certificate or certificates representing the purchased shares in proper form for transfer or (ii)
offsetting amounts outstanding under any indebtedness or obligations owed by the Executive or
permitted transferees thereof to the Corporation or any affiliate thereof. In connection with such
closing, such record holder shall warrant in writing to the Corporation good and marketable title
to the Restricted Stock, free and clear of all claims, liens, charges, encumbrances and security
interests of any nature whatsoever except those under this Agreement and the Stockholders’
Agreement. All repurchases of the Restricted Stock by the Corporation will be subject to
applicable restrictions contained in the Delaware General Corporation Law and in the Corporation’s
and any affiliate’s debt and equity financing agreements. If any such restrictions prohibit the
Corporation’s purchase of the Restricted Stock pursuant to this Section 2 which the Corporation is
otherwise entitled to make, the Corporation may make such purchases as soon as it is permitted to
do so under such restrictions.




     3. Restriction Period. The Restriction Period applicable to all of the shares of
Restricted Stock shall commence on the date of this Agreement and shall end (without duplication)
as follows:



          (a) With respect to 50% of the total number of shares of Restricted Stock, the Restriction
Period shall end as to 12.5% of the total number of shares of Restricted Stock on June 30, 2009,
and as to an additional 12.5% of the total number of shares of Restricted Stock on each subsequent
June 30 during the period through and including June 30, 2012, if, except to the extent provided in
Sections 3(d) and (e), as of each such date the Executive is, and has been, continuously employed
by the Corporation since the date of this Agreement.




          (b) With respect to 25% of the total number of shares of Restricted Stock, in the event (i)
(a) of a sale by H.I.G.-TNetix, Inc. and/or its affiliates of all or any portion of the capital
stock of the Corporation owned by them to any entity, person or group that is not an affiliate of
H.I.G.-TNetix, Inc. or (b) of the receipt by H.I.G.-TNetix, Inc. and/or its affiliates of other
Proceeds, (ii) the aggregate Proceeds (as defined below) to H.I.G.-TNetix, Inc. and/or its
affiliates meet or exceed the applicable multiple of its Investment set forth below, and (iii) the
Executive is and has remained in the continuous employ of the Corporation since the date of this
Agreement to the date of such sale or receipt of such Proceeds, then the Restriction Period shall
end as to the highest corresponding “Applicable Percentage” of the total number of shares of
Restricted Stock set forth below:




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	Multiple of HIG’s Investment	 	Applicable Percentage
	At least 1.0x but less than 2.0x

	 	 	8.33	%
	At least 2.0x but less than 3.0x

	 	 	16.66	%
	At least 3.0x

	 	 	25.00	%





; provided that in the event of the termination of the employment of the Executive (x)
without Cause (as defined in the Employment Agreement) or (y) as a result of Constructive Discharge
(as defined in the Employment Agreement) or (z) as a result of the Executive’s death or because he
has become disabled such that he is unable to perform the essential functions of his job with
reasonable accommodation for a period of not less than fifteen (15) consecutive weeks, then upon
such sale or receipt of such other Proceeds by H.I.G.-TNetix, Inc. and/or its affiliates as
described above in this Section 3(b), the Restriction Period shall end as to the highest
corresponding Applicable Percentage set forth above in this Section 3(b) multiplied by the
applicable percentage set forth in the following table:




	 	 	 	 	 
	Date of Termination of Employment	 	Modified Applicable Percentage	 
	On or after July 1, 2009 but before June 30, 2010
	 	 	25	%
	On or after July 1, 2010 but before June 30, 2011
	 	 	50	%
	On or after July 1, 2011 but before June 30, 2012
	 	 	75	%
	On or after July 1, 2012
	 	 	100	%






          (c) With respect to the remaining 25% of the total number of shares of Restricted Stock, the
Restriction Period shall end subject to such terms and conditions as may be determined annually by
the Board with the active participation and involvement of the Executive in all aspects of the
process. The Corporation understands, acknowledges and agrees that the shares of Restricted Stock
subject to this Section 3(c) will vest (i) based upon measurable objectives, (ii) up to 6.25%
annually beginning on June 30, 2009 and ending on June 30, 2012, and (iii) in increments based upon
achievement of specific milestones if, except to the extent provided in Sections 3(d) and (e), as
of the date of the achievement of each such specific milestone the Executive is, and has been,
continuously employed by the Corporation since the date of this Agreement.




          (d) Upon the termination of the employment of the Executive without Cause or as a result of
Constructive Discharge prior to the end of the Employment Period (as defined in the Employment
Agreement), (i) the shares of Restricted Stock subject to the provisions of Section 3(a) which have
not (as of the occurrence of such termination of employment) become Vested Restricted Stock will
upon such occurrence become Vested Restricted Stock and (ii) the shares of Restricted Stock subject
to the provisions of Section 3(c) which are subject to vesting during the fiscal year in which such
termination of employment occurs but which have not (as of
the occurrence of such termination of employment) become Vested Restricted Stock will upon
such occurrence become Vested Restricted Stock.





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          (e) Upon the termination of the employment of the Executive as a result of the Executive’s
death or because he has become disabled such that he is unable to perform the essential functions
of his job with reasonable accommodation for a period of not less than fifteen (15) consecutive
weeks, (i) the shares of Restricted Stock subject to the provisions of Section 3(a) which are
subject to vesting on the next succeeding June 30 will become Vested Restricted Stock on such June
30 and (ii) the shares of Restricted Stock subject to the provisions of Section 3(c) which are
subject to vesting during the fiscal year in which such termination of employment occurs but which
have not (as of the occurrence of such termination of employment) become Vested Restricted Stock
will upon such occurrence become Vested Restricted Stock.




          (f) Upon the occurrence of a Change of Control (as defined in the Employment Agreement) (i)
the shares of Restricted Stock subject to the provisions of Section 3(a) which are not Vested
Restricted Stock (as of the occurrence of such Change of Control) will upon such occurrence become
Vested Restricted Stock, (ii) the shares of Restricted Stock subject to the provisions of Section
3(b) which are not Vested Restricted Stock (as of the occurrence of such Change of Control) shall
be subject to the provisions of Section 2, (iii) the shares of Restricted Stock subject to the
provisions of Section 3(c) that are subject to vesting during the fiscal year in which the Change
of Control occurs but which have not (as of the occurrence of such Change of Control) become Vested
Restricted Stock will upon such occurrence become Vested Restricted Stock and (iv) the shares of
Restricted Stock subject to the provisions of Section 3(c) that are subject to vesting after the
fiscal year in which the Change of Control occurs shall become Vested Restricted Stock in the same
proportionate percentage as the shares of Restricted Stock subject to the provision of Section 3(b)
become Vested Restricted Stock; provided, that if H.I.G.-TNetix, Inc. and/or its affiliates
retain capital stock in the Corporation after a Sale of the Corporation, shares of Restricted Stock
held by the Executive that do not become Vested Restricted Stock following the consummation of the
Sale of the Corporation will not terminate or be cancelled until the date that H.I.G.-TNetix and
its affiliates have sold all of the capital stock in the Corporation held by such entities.




     4. Legends. The Executive acknowledges that all stock certificates representing
shares of Restricted Stock shall bear the following legends and such other legends as may be
required by law or contract unless and until the underlying Restricted Stock is no longer subject
to such restrictions:




THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION
FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS SET FORTH
IN A RESTRICTED STOCK PURCHASE
AGREEMENT AND A STOCKHOLDERS’ AGREEMENT. A COPY OF SUCH AGREEMENTS MAY BE OBTAINED
BY THE HOLDER HEREOF AT THE CORPORATION’S PRINCIPAL PLACE OF BUSINESS WITHOUT
CHARGE.



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The Executive shall deposit all stock certificates representing Restricted Stock subject to the
Restriction Period and other restrictions contained herein with the Corporation or its designee
together with a stock power endorsed in blank, to be held by Corporation or such designee until the
expiration of the applicable restrictions. Upon expiration of the restrictions with respect to
shares of Restricted Stock, at the request of the Executive the Corporation shall promptly deliver
a certificate or certificates representing the shares of Restricted Stock as to which the
restrictions have lapsed to the Executive, subject to satisfaction of any tax obligations in
accordance with Section 7 hereof, and subject to Sections 2, 5, 8, 9, 11 and 12 hereof and the
Stockholders’ Agreement. A stock certificate representing the shares of Restricted Stock that are
not subject to restrictions on the date hereof shall be issued to the Executive, subject to
satisfaction of any tax obligations in accordance with Section 7 hereof, and subject further to
Section 8 hereof and the transfer restrictions set forth in the Stockholders’ Agreement.




     5. Transfer. The Executive acknowledges that prior to the expiration of the
applicable portion of the Restriction Period, the applicable Restricted Stock may not be
Transferred. Upon the expiration of the applicable portion of the Restriction Period, as set forth
in Section 3 hereof, the restrictions on Transfer of the applicable Restricted Stock set forth
above in this Section 5 shall lapse; provided however that the Restricted Stock shall be subject to
the restrictions on Transfer set forth in the Stockholders’ Agreement.



     6. Voting and Dividends. The Executive shall have all voting and dividend rights if
applicable of a stockholder with respect to the Restricted Stock for record dates occurring on or
after the date of this Agreement and prior to the date any such shares of Restricted Stock are
forfeited in accordance with this Agreement. Any dividends or distributions to the extent paid or
made with respect to the Restricted Stock shall, during the Restriction Period, be deposited,
together with a stock power endorsed in blank or other appropriate instrument of transfer, with the
Corporation or any holder appointed pursuant to Section 4 hereof, and shall be subject to the same
restrictions (including, without limitation, the Restriction Period) as the Restricted Stock and
otherwise considered to be such Restricted Stock for all purposes hereunder. Upon Restricted Stock
becoming Vested Restricted Stock, all dividends and distributions deposited with the Corporation
with respect to such shares of Vested Restricted Stock will be delivered to the Executive, subject
(in the case of dividends or distribution consisting of securities subject to the Stockholders’
Agreement) to the restrictions set forth in the Stockholders’ Agreement.



     7. Taxes. The Executive acknowledges the existence of Federal, state and local income
tax and employment tax withholding obligations with respect to the Restricted Stock and agrees that
such must be met. If required by applicable law, the Executive shall be required to pay such
taxes, if any, to the Corporation in cash upon the expiration of the applicable Restriction Period
(including any portion thereof) or such earlier dates as the Executive elects pursuant to Section
83(b) of the Code, or as of which the value of any shares of Restricted Stock first becomes
includible in the Executive’s gross income for income tax purposes. If tax withholding is required
by applicable law, in no event shall Restricted Stock be delivered to the



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Executive until he has paid to the Corporation in cash the amount of such tax required to be
withheld with respect to the Restricted Stock or otherwise entered into an agreement satisfactory
to the Corporation providing for payment of withholding tax. IN THE EVENT THAT THE EXECUTIVE MAKES
AN EFFECTIVE ELECTION WITH THE INTERNAL REVENUE SERVICE PURSUANT TO SECTION 83(B) OF THE CODE WITH
RESPECT TO ANY OR ALL OF THE RESTRICTED STOCK, THE EXECUTIVE AGREES TO NOTIFY THE CORPORATION OF
SUCH ELECTION IN WRITING WITHIN THIRTY (30) DAYS OF SUCH ELECTION. THE EXECUTIVE ACKNOWLEDGES THAT
HE HAS 30 DAYS FROM THE DATE OF THIS AGREEMENT IN WHICH TO FILE AN ELECTION UNDER SECTION 83(B) OF
THE CODE.




     8. Stockholders’ Agreement. The Executive acknowledges that the shares of Restricted
Stock received by him under this Agreement shall be subject to the Stockholders’ Agreement, and
such shares of Restricted Stock (or any right or interest in such shares) cannot be Transferred
except as permitted by the Stockholders’ Agreement. On the date hereof, the Executive is bound by
the terms and conditions of the Stockholders’ Agreement with respect to the Restricted Stock and
any other shares of capital stock of the Corporation purchased or received by him.



     9. No Obligations of Employment. This Agreement shall not confer upon the Executive
any express or implied right to be retained in the service of the Corporation or a Subsidiary for
any period or at all, nor restrict in any way the right of the Corporation or any Subsidiary, which
is hereby expressly reserved, to terminate his employment at any time with or without cause.



     10. Forfeiture. Notwithstanding any other provisions of this Agreement to the
contrary, in the event of a breach by the Executive of (i) any of the covenants and agreements of
the Executive set forth in Section 6(a) of the Employment Agreement (Confidential Information) and
such breach has a materially adverse effect on the Corporation or (ii) any of the other covenants
and agreements of the Executive set forth in Sections 6(d) and (e) of the Employment Agreement
(Non-Competition; Non-Competition in Expansion Markets), then all of the Restricted Stock then held
by the Executive (whether or not then subject to the Restriction Period) will be immediately and
unconditionally forfeited and revert to Corporation, without any action required by the Executive
or the Corporation.



     11. Delivery of Agreement. The purchase of Restricted Stock set forth in this
Agreement shall be subject to cancellation by the Corporation unless (i) within ten (10) days of
the date hereof the Executive delivers or mails to the Corporation a copy of this Agreement, duly
executed by the Executive, and (ii) within thirty (30) days of the date hereof the Executive
delivers or mails to the Corporation or its designee the stock certificates for the Restricted
Stock that is subject to the Restriction Period on the date hereof together with stock powers
endorsed by the Executive in blank, or other appropriate instruments of transfer.



     12. Government Regulations. This Agreement and the obligation of the Corporation to
transfer shares of Restricted Stock hereunder shall be subject to all applicable Federal and state
laws, rules and regulations and any regulation, qualification, approvals or other requirements
imposed by any government or regulatory agency or body which the Corporation’s



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board of directors shall, in its discretion, determine to be necessary or applicable in all
respects. If at any time the Corporation shall determine, in its discretion, that the listing,
registration or qualification of shares of Stock upon any national securities exchange or under any
state or Federal law, or the consent or approval of any governmental regulatory body, is necessary
or desirable, the Corporation shall not be required to issue or deliver any certificates for shares
of Stock unless and until such listing, registration, qualification, consent or approval shall have
been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the
Corporation.




     13. Definitions.




“Investment” means the aggregate amount of any equity contributions made by
H.I.G.-TNetix, Inc. and/or its affiliates in the Corporation.




“Sale of the Corporation” has the meaning set forth in the Stockholders’
Agreement.




“Proceeds” means the proceeds that consist of cash and cash equivalents paid
to H.I.G.-TNetix, Inc. and/or its affiliates, (i) including without limitation (1)
all fees, payments and distributions paid by the Corporation and/or its subsidiaries
to H.I.G.-TNetix, Inc. and/or the affiliates of H.I.G.-TNetix, Inc. (other than
reimbursements for out of pocket expenses paid by H.I.G.-TNetix, Inc. or its
affiliates on behalf of the Corporation) and (2) all amounts realized by H.I.G.
TNetix, Inc. and/or its affiliates, directly or indirectly, with respect to the
Investment, will be included (regardless of the nature of the payment (e.g.,
dividend, fee for services, proceeds from sale of stock, etc.)), but (ii) excluding
all amounts used to repay any principal, interest, fees or other out of pocket
expenses relating to indebtedness of the Corporation; provided that if, at
any time after the Corporation’s initial public offering of common stock (the
“IPO”), H.I.G.-TNetix, Inc. distributes to its affiliates such common stock in the
Corporation then H.I.G.-TNetix, Inc. shall be deemed to have received Proceeds equal
to the product of (x) the number of shares of common stock so distributed multiplied
by (y) the average closing price per share of the Corporation’s publicly-traded
common stock over the five (5) consecutive trading days immediately preceding the
date of such distribution; provided further, that if, at any time
prior to the Corporation’s IPO, H.I.G.-TNetix, Inc. distributes to its affiliates
capital stock in the Corporation then the Corporation and the Executive shall
mutually agree as to any adjustments to this Agreement as shall be necessitated by
such distribution.




“Transfer” means to pledge, assign, encumber, sell, contract to sell, lend,
make any short sale of, grant any option, right or warrant for the purchase of, or
otherwise transfer or dispose of, directly or indirectly (whether voluntarily or
involuntarily or by operation of law by judgment, levy, attachment, garnishment or
any other legal or equitable proceedings, including, without limitation,
bankruptcy), any Restricted Stock or enter into any swap, hedging or other
arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any Restricted Stock.



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     14. Notice. Any notice, request, consent or approval required or permitted to be
given under this Agreement or pursuant to law shall be sufficient if in writing and if and when
sent by certified or registered mail, with postage prepaid, if to the Executive, to the Executive’s
residence (as noted in the Corporation’s records), or, if to the Corporation, to the Corporation’s
principal office, as the case may be.



     15. Amendment. This Agreement may be amended by the Corporation without the consent
of the Executive, provided that such amendment would not materially impair any previously accrued
rights of the Executive under this Agreement.



     16. Severability. If any of the provisions of this Agreement should be deemed
unenforceable, the remaining provisions shall remain in full force and effect.



     17. Governing Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Delaware applicable to contracts executed
and to be performed entirely within such state, without regard to the conflict of law provisions
thereof.



     18. Assignment. This Agreement may not be transferred, assigned, pledged or
hypothecated by either party hereto, other than by operation of law. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns, including, in the case of the Executive, the estate, heirs, executors,
legatees, administrators, and personal representatives thereof. Each of the parties hereto intends
that this Agreement shall not benefit or create any right or cause of action in or on behalf of any
person other than the parties hereto.



     19. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall constitute one and the same instrument.



[SIGNATURES ON THE FOLLOWING PAGE]





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     IN WITNESS WHEREOF, the parties have executed this Restricted Stock Agreement as of the date
first above written.



	 	 	 	 	 
	 	SECURUS TECHNOLOGIES, INC.

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	 	 
	 	Richard A. Smith 	 
	 	 	 
	 




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