Common use of Definition of Change of Control Clause in Contracts

Definition of Change of Control. For purposes of this Agreement, a Change of Control of T-NETIX shall be deemed to have taken place if one or more of the following occurs: (i) Any person or entity, as that term is used in Section 13 (d) and 14 (d)(2) of the Securities Exchange Act of 1934 as amended (the "Exchange Act"), other than (A) a qualified benefit plan of T-NETIX or an affiliate of T-NETIX; (B) any person who is a stockholder or beneficial owner of stock as of the Effective Date (a "Current Stockholder"); (C) any successor of a Current Stockholder who acquires his shares by inheritance, devise, trust, or operation of law directly from such Current Stockholder (a "Successor"); or (D) any person or group of which Current Stockholders or Successors hold stock representing an interest of one-third or more of the person's or groups total stock, becomes a beneficial owner (as defined in Rule 13d-3 under the Exchange Act as in effect on the date hereof) directly or indirectly of securities of T-NETIX representing fifty percent (50%) or more of the combined voting power of T-NETIX's then outstanding securities. (ii) T-NETIX shall (in a single transaction or a series of related transactions) issue shares, sell or purchase assets, engage in a merger or engage in any other transaction immediately after which securities of the merged company representing fifty percent (50%) or more of the combined voting powers of the then outstanding securities of the merged company shall be ultimately owned by persons who shall not have owned voting securities of T-NETIX prior to such transaction or who shall be a party to such transaction. (iii) T-NETIX and its affiliates shall sell or dispose of (in a single transaction or series of related transactions) business operations which generated a majority of the consolidated revenues (determined on the basis of T-NETIX's four most recently completed fiscal quarters) of T-NETIX and its subsidiaries immediately prior thereto. (iv) The Board of Directors of T-NETIX shall approve the distribution to T-NETIX's shareholders of all or substantially all of T-NETIX's net assets or shall approve the dissolution of T-NETIX. (v) Any other transaction or series of transactions occurring which have substantially the effect of the transactions specified in any of the preceding clauses in this Section 6.

Definition of Change of Control. For purposes of this Agreement, a (I) A "Change of Control of T-NETIX shall Control" will be deemed to have taken place if one or more of the following occurs: occurred if: (iA) Any any person or entity, (as that such term is used defined in Section 13 (d13(d) and 14 (d)(2or 14(d) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange 1934 Act"), other than ) acquires beneficial ownership (A) a qualified benefit plan within the meaning of T-NETIX or an affiliate of T-NETIX; (B) any person who is a stockholder or beneficial owner of stock as of the Effective Date (a "Current Stockholder"); (C) any successor of a Current Stockholder who acquires his shares by inheritance, devise, trust, or operation of law directly from such Current Stockholder (a "Successor"); or (D) any person or group of which Current Stockholders or Successors hold stock representing an interest of one-third or more of the person's or groups total stock, becomes a beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act as in effect on the date hereof0000 Xxx) directly or indirectly of securities of T-NETIX representing fifty percent (more than 50%) or more % of the combined voting power of T-NETIX's the then outstanding securities. voting securities of the Holding Company; or (iiB) T-NETIX shall the individuals who were members of the Board of Directors of the Holding Company on the Effective Date (the "Current Board Members") cease for any reason (other than the reasons specified in Subsection 3(e)(ii) below) to constitute a single transaction majority of the Board of the Holding Company or its successor; however, if the election or the nomination for election of any new director of the Holding Company or its successor is approved by a series vote of related transactionsa majority of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 3(e)(i), be considered a Current Board Member; or (C) issue shares, sell or purchase assets, engage in the Holding Company's shareholders approve (1) a merger or engage in any other transaction immediately after which securities consolidation of the merged company representing fifty percent (Holding Company and the shareholders of the Holding Company immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than 50%) or more % of the combined voting powers power of the then outstanding voting securities of the merged company shall be ultimately owned by persons who shall not have owned entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of T-NETIX prior to the Holding Company immediately before such transaction merger or who shall be consolidation; or (2) a party to such transaction. (iii) T-NETIX and its affiliates shall sell complete liquidation or dispose of (in a single transaction dissolution or series of related transactions) business operations which generated a majority of an agreement for the consolidated revenues (determined on the basis of T-NETIX's four most recently completed fiscal quarters) of T-NETIX and its subsidiaries immediately prior thereto. (iv) The Board of Directors of T-NETIX shall approve the distribution to T-NETIX's shareholders sale or other disposition of all or substantially all of T-NETIX's net the assets or shall approve of the dissolution of T-NETIXHolding Company. (vII) Any Notwithstanding and in lieu of Section 3(e)(i), a Change of Control will not be deemed to have occurred: (A) solely because more than 50% of the combined voting power of the then outstanding voting securities of the Holding Company are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of the Bank or the Holding Company, or (2) any person pursuant to the will or trust of any existing shareholder of the Holding Company, or who is a member of the immediate family of such shareholder, or (3) any corporation which, immediately prior to or following such acquisition, is owned directly or indirectly by persons who were shareholders of the Holding Company immediately prior to the acquisition in the same proportion as their ownership of stock in the Holding Company immediately prior to such acquisition; or (B) if Executive agrees in writing that the transaction or series event in question does not constitute a Change of transactions occurring which have substantially Control for the effect purposes of the transactions specified in any of the preceding clauses in this Section 6Agreement.

Definition of Change of Control. For purposes of this Agreement, a (i) A "Change of Control of T-NETIX shall Control" will be deemed to have taken place if one or more of the following occurs: occurred if: (iA) Any any person or entity, (as that such term is used defined in Section 13 (d13(d) and 14 (d)(2or 14(d) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange 1934 Act"), other than ) acquires beneficial ownership (A) a qualified benefit plan within the meaning of T-NETIX or an affiliate of T-NETIX; (B) any person who is a stockholder or beneficial owner of stock as of the Effective Date (a "Current Stockholder"); (C) any successor of a Current Stockholder who acquires his shares by inheritance, devise, trust, or operation of law directly from such Current Stockholder (a "Successor"); or (D) any person or group of which Current Stockholders or Successors hold stock representing an interest of one-third or more of the person's or groups total stock, becomes a beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act as in effect on the date hereof1934 Act) directly or indirectly of securities of T-NETIX representing fifty percent (more than 50%) or more % of the combined voting power of T-NETIXthe then oxxxxxxxxng voting securities of the Holding Company; or (B) the individuals who were members of the Board of Directors of the Holding Company on the Effective Date (the "Current Board Members") cease for any reason (other than the reasons specified in Subsection 3(e)(ii) below) to constitute a majority of the Board of the Holding Company or its successor; however, if the election or the nomination for election of any new director of the Holding Company or its successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 3(e)(i), be considered a Current Board Member; or (C) the Holding Company's then outstanding securities. shareholders approve (ii1) T-NETIX shall (in a single transaction or a series of related transactions) issue shares, sell or purchase assets, engage in a merger or engage in any other transaction immediately after which securities consolidation of the merged company representing fifty percent (Holding Company and the shareholders of the Holding Company immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than 50%) or more % of the combined voting powers power of the then outstanding voting securities of the merged company shall be ultimately owned by persons who shall not have owned entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of T-NETIX prior to the Holding Company immediately before such transaction merger or who shall be consolidation; or (2) a party to such transaction. (iii) T-NETIX and its affiliates shall sell complete liquidation or dispose of (in a single transaction dissolution or series of related transactions) business operations which generated a majority of an agreement for the consolidated revenues (determined on the basis of T-NETIX's four most recently completed fiscal quarters) of T-NETIX and its subsidiaries immediately prior thereto. (iv) The Board of Directors of T-NETIX shall approve the distribution to T-NETIX's shareholders sale or other disposition of all or substantially all of T-NETIX's net the assets or shall approve of the dissolution of T-NETIXHolding Company. (vii) Any Notwithstanding and in lieu of Section 3(e)(i), a Change of Control will not be deemed to have occurred: (A) solely because more than 50% of the combined voting power of the then outstanding voting securities of the Holding Company are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of the Bank or the Holding Company, or (2) any person pursuant to the will or trust of any existing shareholder of the Holding Company, or who is a member of the immediate family of such shareholder, or (3) any corporation which, immediately prior to or following such acquisition, is owned directly or indirectly by persons who were shareholders of the Holding Company immediately prior to the acquisition in the same proportion as their ownership of stock in the Holding Company immediately prior to such acquisition; or (B) if Executive agrees in writing that the transaction or series event in question does not constitute a Change of transactions occurring which have substantially Control for the effect purposes of the transactions specified in any of the preceding clauses in this Section 6Agreement.

Definition of Change of Control. For purposes of this Agreement, a "Change of Control Control" shall occur upon any Person (meaning any individual, firm, corporation, partnership or other entity including any successor of T-NETIX shall be deemed any such Person) together with all Affiliates and Associates (having the respective meanings ascribed to have taken place if one or more such terms in Rule 12b-2 of the following occurs: (i) Any person or entity, as that term is used in Section 13 (d) General Rules and 14 (d)(2) of Regulations under the Securities Exchange Act of 1934 as amended (the "Exchange Act"), other than (A) a qualified benefit plan of T-NETIX or an affiliate of T-NETIX; (B) any person who is a stockholder or such Person becoming the beneficial owner of stock as of the Effective Date (a "Current Stockholder"); (C) any successor of a Current Stockholder who acquires his shares by inheritance, devise, trust, or operation of law directly from such Current Stockholder (a "Successor"); or (D) any person or group of which Current Stockholders or Successors hold stock representing an interest of one-third or more of the person's or groups total stock, becomes a beneficial owner Owner (as defined in Rule 13d-3 under the Exchange Act as in effect on the date hereofbelow) directly or indirectly of securities of T-NETIX representing fifty twenty percent (5020%) or more of the combined Common Stock then outstanding; excluding IFR, any subsidiary of IFR (meaning with reference to IFR, any corporation or other entity of which a majority of the voting power of T-NETIX's then outstanding securities. (ii) T-NETIX shall (in the voting securities or equity interest is beneficially owned, directly or indirectly, by IFR, or otherwise controlled by IFR), any employee benefit plan of IFR or of any Subsidiary of IFR, or any Person or entity organized, appointed or established by IFR for or pursuant to the terms of any such plan. Notwithstanding the foregoing, a single transaction or Change of Control will not occur as the result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by a series of related transactions) issue shares, sell or purchase assets, engage in a merger or engage in any other transaction immediately after which securities of the merged company representing fifty Person to twenty percent (5020%) or more of the combined voting powers shares of the Common Stock then outstanding; PROVIDED, HOWEVER, that if a Person shall become the Beneficial Owner of twenty percent (20%) or more of the shares of the Common Stock then outstanding securities by reason of share purchases by IFR, and shall, after such share purchases by IFR, become the Beneficial Owner of any additional shares of the merged company Common Stock, then a Change in Control shall be ultimately owned by persons who shall not deemed to have owned voting securities occurred. For purposes of T-NETIX prior to such transaction or who this Agreement a Person shall be a party deemed the "Beneficial Owner" of, and shall be deemed to such transaction. (iii) T-NETIX and its affiliates shall sell or dispose of (in a single transaction or series of related transactions) business operations which generated a majority of the consolidated revenues (determined on the basis of T-NETIX's four most recently completed fiscal quarters) of T-NETIX and its subsidiaries immediately prior thereto. (iv) The Board of Directors of T-NETIX shall approve the distribution to T-NETIX's shareholders of all or substantially all of T-NETIX's net assets or shall approve the dissolution of T-NETIX. (v) Any other transaction or series of transactions occurring which have substantially the effect of the transactions specified in "beneficially own" any of the preceding clauses in this Section 6.securities:

Definition of Change of Control. For purposes of this Agreement, a (I) A "Change of Control of T-NETIX shall Control" will be deemed to have taken place if one or more of the following occurs: occurred if: (iA) Any any person or entity, (as that such term is used defined in Section 13 (d13(d) and 14 (d)(2or 14(d) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange 1934 Act"), other than ) acquires beneficial ownership (A) a qualified benefit plan within the meaning of T-NETIX or an affiliate of T-NETIX; (B) any person who is a stockholder or beneficial owner of stock as of the Effective Date (a "Current Stockholder"); (C) any successor of a Current Stockholder who acquires his shares by inheritance, devise, trust, or operation of law directly from such Current Stockholder (a "Successor"); or (D) any person or group of which Current Stockholders or Successors hold stock representing an interest of one-third or more of the person's or groups total stock, becomes a beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act as in effect on the date hereof1934 Act) directly or indirectly of securities of T-NETIX representing fifty percent (more than 50%) or more % of the combined voting power of T-NETIXthe thex xxxxxxnding voting securities of the Holding Company; or (B) the individuals who were members of the Board of Directors of the Holding Company on the Effective Date (the "Current Board Members") cease for any reason (other than the reasons specified in Subsection 3(e)(ii) below) to constitute a majority of the Board of the Holding Company or its successor; however, if the election or the nomination for election of any new director of the Holding Company or its successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 3(e)(i), be considered a Current Board Member; or (C) the Holding Company's then outstanding securities. shareholders approve (ii1) T-NETIX shall (in a single transaction or a series of related transactions) issue shares, sell or purchase assets, engage in a merger or engage in any other transaction immediately after which securities consolidation of the merged company representing fifty percent (Holding Company and the shareholders of the Holding Company immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than 50%) or more % of the combined voting powers power of the then outstanding voting securities of the merged company shall be ultimately owned by persons who shall not have owned entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of T-NETIX prior to the Holding Company immediately before such transaction merger or who shall be consolidation; or (2) a party to such transaction. (iii) T-NETIX and its affiliates shall sell complete liquidation or dispose of (in a single transaction dissolution or series of related transactions) business operations which generated a majority of an agreement for the consolidated revenues (determined on the basis of T-NETIX's four most recently completed fiscal quarters) of T-NETIX and its subsidiaries immediately prior thereto. (iv) The Board of Directors of T-NETIX shall approve the distribution to T-NETIX's shareholders sale or other disposition of all or substantially all of T-NETIX's net the assets or shall approve of the dissolution of T-NETIXHolding Company. (vII) Any Notwithstanding and in lieu of Section 3(e)(i), a Change of Control will not be deemed to have occurred: (A) solely because more than 50% of the combined voting power of the then outstanding voting securities of the Holding Company are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of the Bank or the Holding Company, or (2) any person pursuant to the will or trust of any existing shareholder of the Holding Company, or who is a member of the immediate family of such shareholder, or (3) any corporation which, immediately prior to or following such acquisition, is owned directly or indirectly by persons who were shareholders of the Holding Company immediately prior to the acquisition in the same proportion as their ownership of stock in the Holding Company immediately prior to such acquisition; or (B) if Executive agrees in writing that the transaction or series event in question does not constitute a Change of transactions occurring which have substantially Control for the effect purposes of the transactions specified in any of the preceding clauses in this Section 6Agreement.

Definition of Change of Control. For the purposes of this Agreement, a A Change of Control of T-NETIX shall be deemed to have taken place if one or more of the following occurs: (ia) Any person or entity, as that term is used in Section 13 (d) and 14 (d)(2) of the Securities Exchange Act of 1934 as amended emended (the "Exchange Act"), other than (Ai) a qualified benefit plan of T-NETIX or an affiliate of T-NETIX; (Bii) any person who is a stockholder or beneficial owner of stock as of the Effective Date (a "Current Stockholder"); (Ciii) any successor of a Current Stockholder who acquires his shares by inheritance, devise, trust, or operation of law directly from such Current Stockholder Shareholder (a "Successor"); or (Div) any person or group of which Current Stockholders or Successors hold stock representing an interest of one-third or more of the person's or groups total stock, becomes a beneficial owner (as defined in Rule 13d-3 under the Exchange Act as in n effect on the date hereof) directly or indirectly of securities of T-NETIX representing fifty percent (50%) or more of the combined voting power of T-NETIX's then outstanding securities. (iib) T-NETIX's shares are publicly traded, and individuals who, as of the date immediately following the date T-NETIX shares are first publicly traded, constitute the Board, cease for any reason to constitute at least a majority of the Board, unless any such change is approved by a unanimous vote of the directors in office immediately prior to such cessation. (c) T-NETIX shall (in a single transaction or a series of related transactionstransaction) issue sharesshare, sell or purchase assets, engage in a merger or engage in any other transaction immediately after which securities of the merged company representing fifty percent (50%) or more of the combined voting powers of the then outstanding securities of the merged company shall be ultimately owned by persons who shall not have owned voting securities of T-NETIX prior to such transaction or who shall be a party to such transaction. (iiid) T-NETIX and its is affiliates shall sell or dispose of (in a single transaction or series of related transactions) business operations which generated a majority of the consolidated revenues (determined on the basis of T-NETIX's four most recently completed fiscal quarters) of T-NETIX and its subsidiaries immediately prior thereto. (ive) The Board of Directors of T-NETIX shall approve the distribution to T-NETIX's shareholders of all or substantially all of T-NETIX's net assets or shall approve the dissolution of T-NETIX. (vf) The definition of change in control does not apply to the sale of a subsidiary or asset. (g) Any other transaction or series of transactions occurring which have substantially the effect of the transactions transaction specified in any of the preceding clauses in this Section 6.

Definition of Change of Control. For the purposes of this Agreement, a Change of Control of T-NETIX shall be deemed to have taken place if one or more of the following occurs: (ia) Any person or entity, as that term is used in Section 13 (d13(d) and 14 (d)(214(d)(2) of the Securities Exchange Act of 1934 as amended (the "Exchange Act"), other than (Ai) a qualified benefit plan of T-NETIX or of an affiliate of T-NETIX; (Bii) any person who is a stockholder or beneficial owner of stock as of the Effective Date (a "Current Stockholder"); (Ciii) any successor of a Current Stockholder who acquires his shares by inheritance, devise, trust, or operation of law directly from such Current Stockholder (a "Successor"); or (D) any person or group of which Current Stockholders or Successors hold stock representing an interest of one-third or more of the person's or groups group's total stock, becomes a beneficial owner (as defined in Rule 13d-3 under the Exchange Act as in effect on the date hereof) directly or indirectly of securities of T-NETIX representing fifty percent per cent (50%) or more of the combined voting power of T-NETIX's then outstanding securities. (iib) T-NETIX's shares are publicly traded, and individuals who, as of the date immediately following the date T-NETIX shares are first publicly traded, constitute the Board cease for any reason to constitute at least a majority of the Board, unless any such change is approved by a unanimous vote of the directors in office immediately prior to such cessation. (c) T-NETIX shall (in a single transaction or a series of related transactions) issue shares, sell or purchase assets, engage in a merger or engage in any other transaction immediately after which securities of the merged company representing fifty percent per cent (50%) or more of the combined voting powers of the then outstanding securities of the merged company shall be ultimately owned by persons who shall not have owned voting securities of T-NETIX prior to such transaction or who shall be a party to such transaction. (iiid) T-NETIX and its affiliates shall sell or dispose of (in a single transaction or series of related transactions) business operations which generated a majority of the consolidated revenues (determined on the basis of T-NETIX's four most recently completed fiscal quarters) of T-NETIX and its subsidiaries immediately prior thereto. (ive) The Board of Directors of T-NETIX shall approve the distribution to T-NETIX's shareholders of all or substantially all of T-NETIX's net assets or shall approve the dissolution of T-NETIX. (vf) Any other transaction or series of related transactions occurring occur which have substantially the effect of the transactions specified in any of the preceding clauses in this Section 6. (g) Employee is terminated Without Cause within the period of ninety days before an occurrence of a Change of Control or the execution of a contract intended to effect a Change of Control (for purposes of this part (g) the ninety day period shall be measured from the first event of any series of events that constituted the Change of Control).

Definition of Change of Control. For purposes of this Agreement, a “Change of Control of T-NETIX Control” shall be deemed to have taken place if one or more occurred upon the happening of any of the following occursevents: (i) Any person or entity, 1. any “person,” including a “group,” as that term is used such terms are defined in Section 13 (dSections 13(d) and 14 (d)(214(d) of the Securities Exchange Act of 1934 1934, as amended amended, and the rules promulgated thereunder (collectively the "“Exchange Act"”), other than a trustee or other fiduciary holding the Company’s voting securities (A“Voting Securities”) a qualified under any Company-sponsored benefit plan of T-NETIX or an affiliate of T-NETIX; (B) any person who is a stockholder or beneficial owner of stock as of the Effective Date (a "Current Stockholder"); (C) any successor of a Current Stockholder who acquires his shares by inheritance, devise, trust, or operation of law directly from such Current Stockholder (a "Successor"); or (D) any person or group of which Current Stockholders or Successors hold stock representing an interest of one-third or more of the person's or groups total stockplan, becomes a the beneficial owner (owner, as defined in Rule 13d-3 under the Exchange Act as in effect on the date hereof) Act, directly or indirectly indirectly, whether by purchase or acquisition or agreement to act in concert or otherwise, of securities of T-NETIX representing fifty percent (more than 50%) or more % of the combined voting power outstanding Voting Securities; 2. a cash tender or exchange offer is completed for such amount of T-NETIX's Voting Securities which, together with the Voting Securities then beneficially owned, directly or indirectly, by the offeror (and affiliates thereof) constitutes more than 50% of the outstanding securities.Voting Securities; (ii) T-NETIX shall (3. except in a single transaction or a series the case of related transactions) issue shares, sell or purchase assets, engage in a merger or engage consolidation in any other transaction which (a) the Company is the surviving corporation and (b) the holders of Voting Securities immediately after which securities of the merged company representing fifty percent (50%) or more of the combined voting powers of the then outstanding securities of the merged company shall be ultimately owned by persons who shall not have owned voting securities of T-NETIX prior to such transaction merger or who shall be a party to such transaction. (iii) T-NETIX and its affiliates shall sell consolidation beneficially own, directly or dispose of (in a single transaction or series of related transactions) business operations which generated a majority indirectly, more than 50% of the consolidated revenues outstanding Voting Securities immediately after such merger or consolidation (determined on there being excluded from the basis number of T-NETIX's four most recently completed fiscal quartersVoting Securities held by such holders, but not from the outstanding Voting Securities, any Voting Securities received by affiliates of the other constituent corporation(s) in the merger or consolidation in exchange for stock of T-NETIX and its subsidiaries immediately prior thereto. (iv) The Board of Directors of T-NETIX shall such other corporation), the Company’s stockholders approve the distribution an agreement to T-NETIX's shareholders of merge, consolidate, liquidate or sell all or substantially all of T-NETIX's net assets or shall approve the dissolution of T-NETIX.Company’s assets; or (v) Any other transaction or series of transactions occurring which have substantially the effect 4. a majority of the transactions specified in any Company’s directors are elected to the Board without having previously been nominated and approved by the members of the Board incumbent on the day immediately preceding clauses in such election. GTSI Indemnification Agreement, April 2011, page 5 of 12 For purposes of this Section 6definition, an “affiliate” of a person shall mean a person that directly or indirectly controls, is controlled by, or is under common control with the person or other entity specified.

Definition of Change of Control. For purposes of this Agreement, a (i) A "Change of Control of T-NETIX shall Control" will be deemed to have taken place if one or more of the following occurs: occurred if: (iA) Any any person or entity, (as that such term is used defined in Section 13 (d13(d) and 14 (d)(2or 14(d) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange 1934 Act"), other than ) acquires beneficial ownership (A) a qualified benefit plan within the meaning of T-NETIX or an affiliate of T-NETIX; (B) any person who is a stockholder or beneficial owner of stock as of the Effective Date (a "Current Stockholder"); (C) any successor of a Current Stockholder who acquires his shares by inheritance, devise, trust, or operation of law directly from such Current Stockholder (a "Successor"); or (D) any person or group of which Current Stockholders or Successors hold stock representing an interest of one-third or more of the person's or groups total stock, becomes a beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act as in effect on the date hereof1934 Act) directly or indirectly of securities of T-NETIX representing fifty percent (more than 50%) or more % of the combined voting power of T-NETIXthe then oxxxxxxxxng voting securities of theHolding Company; or (B) the individuals who were members of the Board of Directors of the Holding Company on the Effective Date (the "Current Board Members") cease for any reason (other than the reasons specified in Subsection 3(e)(ii) below) to constitute a majority of the Board of the Holding Company or its successor; however, if the election or the nomination for election of any new director of the Holding Company or its successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 3(e)(i), be considered a Current Board Member; or (C) the Holding Company's then outstanding securities. shareholders approve (ii1) T-NETIX shall (in a single transaction or a series of related transactions) issue shares, sell or purchase assets, engage in a merger or engage in any other transaction immediately after which securities consolidation of the merged company representing fifty percent (Holding Company and the shareholders of the Holding Company immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than 50%) or more % of the combined voting powers power of the then outstanding voting securities of the merged company shall be ultimately owned by persons who shall not have owned entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of T-NETIX prior to the Holding Company immediately before such transaction merger or who shall be consolidation; or (2) a party to such transaction. (iii) T-NETIX and its affiliates shall sell complete liquidation or dispose of (in a single transaction dissolution or series of related transactions) business operations which generated a majority of an agreement for the consolidated revenues (determined on the basis of T-NETIX's four most recently completed fiscal quarters) of T-NETIX and its subsidiaries immediately prior thereto. (iv) The Board of Directors of T-NETIX shall approve the distribution to T-NETIX's shareholders sale or other disposition of all or substantially all of T-NETIX's net the assets or shall approve of the dissolution of T-NETIXHolding Company. (vii) Any Notwithstanding and in lieu of Section 3(e)(i), a Change of Control will not be deemed to have occurred: (A) solely because more than 50% of the combined voting power of the then outstanding voting securities of the Holding Company are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of the Bank or the Holding Company, or (2) any person pursuant to the will or trust of any existing shareholder of the Holding Company, or who is a member of the immediate family of such shareholder, or (3) any corporation which, immediately prior to or following such acquisition, is owned directly or indirectly by persons who were shareholders of the Holding Company immediately prior to the acquisition in the same proportion as their ownership of stock in the Holding Company immediately prior to such acquisition; or (B) if Executive agrees in writing that the transaction or series event in question does not constitute a Change of transactions occurring which have substantially Control for the effect purposes of the transactions specified in any of the preceding clauses in this Section 6Agreement.

Definition of Change of Control. For purposes of this Agreement, a "Change of Control Control" shall occur upon any Person (meaning any individual, firm, corporation, partnership or other entity including any successor of T-NETIX shall be deemed any such Person) together with all Affiliates and Associates (having the respective meanings ascribed to have taken place if one or more such terms in Rule 12b-2 of the following occurs: (i) Any person or entity, as that term is used in Section 13 (d) General Rules and 14 (d)(2) of Regulations under the Securities Exchange Act of 1934 as amended (the "Exchange Act"), other than (A) a qualified benefit plan of T-NETIX or an affiliate of T-NETIX; (B) any person who is a stockholder or such Person becoming the beneficial owner of stock as of the Effective Date (a "Current Stockholder"); (C) any successor of a Current Stockholder who acquires his shares by inheritance, devise, trust, or operation of law directly from such Current Stockholder (a "Successor"); or (D) any person or group of which Current Stockholders or Successors hold stock representing an interest of one-third or more of the person's or groups total stock, becomes a beneficial owner Owner (as defined in Rule 13d-3 under the Exchange Act as in effect on the date hereofbelow) directly or indirectly of securities of T-NETIX representing fifty twenty percent (5020%) or more of the combined Common Stock then outstanding; excluding IFR, any subsidiary of IFR (meaning with reference to IFR, any corporation or other entity of which a majority of the voting power of T-NETIX's then outstanding securities. (ii) T-NETIX shall (in the voting securities or equity interest is beneficially owned, directly or indirectly, by IFR, or otherwise controlled by IFR), any employee benefit plan of IFR or of any Subsidiary of IFR, or any Person or entity organized, appointed or established by IFR for or pursuant to the terms of any such plan. Notwithstanding the foregoing, a single transaction or Change of Control will not occur as the result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by a series of related transactions) issue shares, sell or purchase assets, engage in a merger or engage in any other transaction immediately after which securities of the merged company representing fifty Person to twenty percent (5020%) or more of the combined voting powers shares of the Common Stock then outstanding; PROVIDED, HOWEVER, that if a Person shall become the Beneficial Owner of twenty percent (20%) or more of the shares of the Common Stock then outstanding securities by reason of share purchases by IFR, and shall, after such share purchases by IFR, become the Beneficial Owner of any additional shares of the merged company Common Stock, then a Change in Control shall be ultimately owned by persons who shall not deemed to have owned voting securities occurred. For purposes of T-NETIX prior to such transaction or who this Agreement a Person shall be a party deemed the "Beneficial Owner" of, and shall be deemed to such transaction. (iii) T-NETIX and its affiliates shall sell or dispose of (in a single transaction or series of related transactions) business operations which generated a majority of the consolidated revenues (determined on the basis of T-NETIX's four most recently completed fiscal quarters) of T-NETIX and its subsidiaries immediately prior thereto. (iv) The Board of Directors of T-NETIX shall approve the distribution to T-NETIX's shareholders of all or substantially all of T-NETIX's net assets or shall approve the dissolution of T-NETIX. (v) Any other transaction or series of transactions occurring which have substantially the effect of the transactions specified in "beneficially own" any of the preceding clauses in this Section 6.securities

Definition of Change of Control. For the purposes of this Agreement, a Change of Control of T-NETIX shall be deemed to have taken place if one or more of the following occurs: (ia) Any person or entity, as that term is used in Section 13 (d13(d) and 14 (d)(214(d)(2) of the Securities Exchange Act of 1934 as amended (the "Exchange Act"), other than (Ai) a qualified benefit plan of T-NETIX or of an affiliate of T-NETIX; (Bii) any person who is a stockholder or beneficial owner of stock as of the Effective Date (a "Current Stockholder"); (Ciii) any successor of a Current Stockholder who acquires his shares by inheritance, devise, trust, or operation of law directly from such Current Stockholder (a "Successor"); or (D) any person or group of which Current Stockholders or Successors hold stock representing an interest of one-third or more of the person's or groups group's total stock, becomes a beneficial owner (as defined in Rule 13d-3 under the Exchange Act as in effect on the date hereof) directly or indirectly of securities of T-NETIX representing fifty percent per cent (50%) or more of the combined voting power of T-NETIX's then outstanding securities. (iib) T-NETIX's shares are publicly traded, and individuals who, as of the date immediately following the date T-NETIX shares are first publicly traded, constitute the Board cease for any reason to constitute at least a majority of the Board, unless any such change is approved by a unanimous vote of the directors in office immediately prior to such cessation. (c) T-NETIX shall (in a single transaction or a series of related transactions) issue shares, sell or purchase assets, engage in a merger or engage in any other transaction immediately after which securities of the merged company representing fifty percent per cent (50%) or more of the combined voting powers of the then outstanding securities of the merged company shall be ultimately owned by persons who shall not have owned voting securities of T-NETIX prior to such transaction or who shall be a party to such transaction. (iiid) T-NETIX and its affiliates shall sell or dispose of (in a single transaction or series of related transactions) business operations which generated a majority of the consolidated revenues (determined on the basis of T-NETIX's four most recently completed fiscal quarters) of T-NETIX and its subsidiaries immediately prior thereto. (ive) The Board of Directors of T-NETIX shall approve the distribution to T-NETIX's shareholders of all or substantially all of T-NETIX's net assets or shall approve the dissolution of T-NETIX. (vf) Any other transaction or series of related transactions occurring occur which have substantially the effect of the transactions specified in any of the preceding clauses in this Section 6.

Definition of Change of Control. For purposes of this Agreement, a "Change of Control Control" of T-NETIX Roundy's shall be deemed to have taken place if one or more of the following occursxxxxxx xo occur: (ia) Any If any person or entity, group of persons (as that term is used defined in Section 13 (d) and 14 (d)(2) of Rule 13d-5 under the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act")), other than together with its affiliates (A) a qualified benefit plan of T-NETIX or an affiliate of T-NETIX; (B) any person who is a stockholder or beneficial owner of stock as of but not including the Effective Date (a "Current Stockholder"Roundy's, Inc. Votxxx Trust); (C) any successor of a Current Stockholder who acquires his shares by inheritance, devise, trust, or operation of law directly from such Current Stockholder (a "Successor"); or (D) any person or group of which Current Stockholders or Successors hold stock representing an interest of one-third or more of the person's or groups total stock, becomes a the "beneficial owner owner" (as defined in Rule 13d-3 under the Exchange Act as in effect on the date hereof) Act), directly or indirectly indirectly, of securities of T-NETIX representing fifty thirty percent (5030%) or more of the combined voting power of T-NETIX's then outstanding securities. Common Stock of Roundy's, or thirtx xxxxxxt (ii) T-NETIX shall (in a single transaction or a series of related transactions) issue shares, sell or purchase assets, engage in a merger or engage in any other transaction immediately after which securities of the merged company representing fifty percent (5030%) or of more of the combined voting powers of the then outstanding securities of Roundy's entitled xxxxxxxxy to vote for the merged company shall be ultimately owned by persons who shall not have owned election of Directors of Roundy's ("Voting Xxxxxxxxes"); provided, that if the person so acquiring such Common Stock or Voting Securities is itself a corporation or other entity, such acquisition will constitute a Change of Control only if less than 70% of the outstanding common stock or voting securities of T-NETIX prior to such transaction corporation or who shall be a party to other entity are held by persons who, immediately before such transaction.acquisition, held beneficially Common Stock or Voting Securities of Roundy's; or (iiix) T-NETIX and its affiliates shall sell Upon the merger or dispose share exchange of (in a single transaction Roundy's with xxy other corporation, the sale or series other disposition of related transactions) business operations which generated a majority substantially all of the consolidated revenues (determined on assets of Roundy's, or the basis liquidation or dissolution of T-NETIX's four most recently completed fiscal quarters) Roundy's, unless, xx xxx such case, immediately thereafter at least 70% of T-NETIX the outstanding Common Stock and its subsidiaries 70%of the outstanding Voting Securities of the corporation or entity surviving such merger or share exchange, or acquiring such assets, is held beneficially by persons who, immediately prior thereto.before such merger or share exchange or acquisition of assets, held beneficially Common Stock or Voting Securities of Roundy's; or (ivx) The Xx the Board of Directors of T-NETIX shall approve Roundy's (by the distribution to T-NETIX's shareholders affirmative vote of all or substantially all of T-NETIX's net assets or shall approve the dissolution of T-NETIX. (v) Any other transaction or series of transactions occurring which have substantially the effect at least 2/3 of the transactions specified directors then in office), immediately prior to any other action proposed to be taken by Roundy's or by the xxxxxxxlders of the preceding clauses in this Section 6Roundy's, determinxx xxxx such proposed action, if taken, would constitute a Change of Control of Roundy's, and such xxxxxx is thereafter taken.