Exhibit
10.6

    


    LIGHTYEAR
NETWORK SOLUTIONS, INC.

    2010 STOCK AND INCENTIVE COMPENSATION
PLAN

    


    Restricted
Stock Award Agreement

    


    Lightyear Network Solutions, Inc.
("LYNS") grants as of _________ __, 20__  (the "Grant Date") to
______________________________________ (the "Director" or "you") the number of
shares set forth below of the common stock of LYNS under the Lightyear Network
Solutions, Inc. 2010 Stock and Incentive Compensation Plan (the
"Plan").  A copy of the Plan is attached, and any capitalized terms
used but not defined in this Agreement shall have the meaning given them in the
Plan.

    


    Grant
of Award.  Subject
to the terms and conditions of this Agreement and the Plan, LYNS hereby grants
to you a Restricted Stock Award in the amount of _____ shares of Stock (the
"Shares").   These shares will be issued to you after you sign
this Agreement, but are subject to forfeiture upon your Termination of Service
with LYNS.

    


    Restriction
Period. The Restricted Stock vests in one installment on the first year
anniversary of the Grant Date stated above, provided that you have not incurred
a Termination of Service with LYNS before the applicable vesting
date.   However, your Restricted Stock will become 100% vested
upon your death or Disability before the vesting date if you have not already
incurred a Termination of Service.

    


    Taxation
of Award.   Your Restricted Stock will be taxable when it
vests, at the value on the vesting date.  See the attachment to this
Agreement explaining your alternative to include the value of the shares in
income within 30 days of the Grant Date.  You may only choose this
option if you make arrangements satisfactory to LYNS to pay any required
withholding taxes due now if the election is made.   Check below
if you wish to make this election:

    


    ___    I elect to
make an 83(b) tax election to include the value of Shares granted to me in
income now.

    


    Transfer
Restrictions.
Until such time as the
Shares become vested in accordance with provisions set forth above, the Shares
shall not be transferred, pledged or disposed of except by will or the laws of
descent and distribution, and are subject to forfeiture in accordance with this
Agreement and the Plan. 

    


    Acknowledgments.   By
signing below, you acknowledge that you have received a copy of the Plan, and
you hereby accept the Shares subject to all the terms and provisions of the
Plan.  Nothing contained in the Plan or this Agreement shall give you
any rights to continued service as a director of LYNS or interfere in any way
with the right of  LYNS to change your compensation at any
time.

    


    Stock
Power.   To effect the transfer to LYNS of the Shares upon
your Termination of Service, you hereby execute the following with your
signature below:  “By signing below, I hereby appoint the Secretary of
LYNS as my agent, authorized representative and attorney, to transfer the Shares
I receive under this Award to LYNS upon my Termination of Service prior to the
vesting date (other than on account of death or Disability), without
consideration therefore, and no further authorization or signature by me shall
be required.  Within five days after receipt of a written request from
LYNS, I hereby agree to provide such additional information and to execute and
deliver such additional documents as may reasonably be necessary to effect this
transfer.”


    
      
         


      

      
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                LIGHTYEAR
      NETWORK SOLUTIONS, INC.

              
	 
      	 
      	 
      	 
      
	
                  

              	 
      	
                By:

              	
                  

              
	
                Director

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                Date:

              	
                  

              	 
      	
                Date:

              	
                  

              


      

    


    
      
         


      

      
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    Important
Information about Section 83(b) Election

    to
Include Value of Restricted Stock Grant in Income at Grant Date:

    


    As a
recipient of a restricted stock grant under Lightyear Network Solutions, Inc.
2010 Stock and Incentive Compensation Plan, you may make an election
(called an "83(b) election") to recognize compensation income when the stock is
granted, even though the stock is then subject to a risk of forfeiture
(vesting).  Making an 83(b) election causes current taxation of the
fair market value of the stock granted.

    


    By making
an 83(b) election, any later appreciation in the stock will be taxed as capital
gain income, and your holding period for capital gain purposes will begin on the
date of taxation.  An 83(b) election must be
made, if at all, within 30 days after the transfer of the stock to
you.

    


    The
downside of making an 83(b) election is that the election is
irrevocable.  Also, if you forfeit the stock, you will not receive any
deduction for the amount previously included in income.

    


    To the
extent an 83(b) election is not made, LYNS will
be treated as the owner of the stock that continues to be subject to restriction
for tax purposes, so any dividends will be treated as compensation paid to you
by LYNS, and may therefore be subject to withholding and FICA and Medicare
taxes.


    
      
         


      

      
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    ELECTION
TO INCLUDE VALUE

    OF
RESTRICTED STOCK AWARD IN GROSS INCOME

    PURSUANT
TO SECTION 83(b) OF THE INTERNAL REVENUE CODE

      

    __________________________
[insert date]

    


    The undersigned hereby elects, under
IRC Section 83(b) to include in gross income, as compensation for services, the
excess of the fair market value at the time of transfer of the property
described below over the amount paid for such property.

    


    The following information is supplied
in accordance with Treasury Regulation §1.83-2(e):

    


    1.           The
name, address and social security number of the undersigned:

    


    Name:
__________________________________

    


    Address:
________________________________________________________

    


    ________________________________________________________________

    


    _________________________________________________________________

    


    SSN:
__________________________________________

    


    2.           The
property with respect to which the election is being made is common stock of
Lightyear Network Solutions, Inc.

    


    3.           The
property was transferred on _____________________________ [insert
date].  The taxable year for which election is made is calendar year
20____.

    


    4.           The
nature of the restrictions or risks of forfeiture to which the property is
subject is that if the undersigned ceases to be a director of Lightyear Network
Solutions, Inc. or any of its subsidiaries, the unvested portion of the
undersigned's restricted stock will be forfeited.   The
undersigned vests in the property in one installment on the first year
anniversary of the date of grant, or upon earlier death or
disability.

    


    5.           The
fair market value of property at the time of transfer (determined without regard
to any lapse restriction) was $_____________.

    


    6.           The
taxpayer received the property solely for the performance of
services.

    


    7.           Copies
of this statement have been have been furnished, as required by Reg 1.83-2(d),
to Lightyear Network Solutions, Inc. and its subsidiary for which the services
were performed.


    
      
         


      

      
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    Signature:__________________________________________

    


    Printed
Name:____________________________

    


    Date:___________________________________

     

    Instructions
for Filing:   File this statement within 30 days from the
Grant Date with IRS at the address you will use to file your 1040 for the tax
year involved as stated in item 3 above, AND file it with your tax return for
that year.


    
      
         


      

      
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