Exhibit
      10.9








NORTH
      PITTSBURGH SYSTEMS, INC.




SHAREHOLDER
      APPROVAL BONUS PLAN




WHEREAS,
      the Board of Directors of
      North Pittsburgh Systems, Inc. (the “Company”) is considering mechanisms for
      enhancing shareholder value;




WHEREAS,
      one such mechanism is the
      negotiation and recommendation to the shareholders of a Transformative
      Transaction (as defined below) which could, assuming regulatory approval and
      satisfaction of all the terms and conditions set forth in the transaction as
      approved by the shareholders, result in a change in ownership or control of
      the
      stock or assets of the Company; and




WHEREAS,
      the Board of Directors of the
      Company believes it to be in the best interests of the Company and its
      shareholders to provide for bonus compensation to the executives named below
      in
      the respective amounts shown for the additional work and effort heretofore
      provided and to be provided in helping the Board of Directors of the Company
      evaluate, negotiate, document and communicate potential Transformative
      Transactions for the shareholders to consider.




NOW,
      THEREFORE, the Company adopts this
      Shareholder Approval Bonus Plan as and for a plan and commitment of the Company
      to the individuals named herein as of the 1st day of July, 2007 under the terms
      and conditions set forth below:




1.  Participants
      and Potential Bonus Amounts.  The Company shall pay within thirty
      (30) days of the approval by the shareholders of the Company of a Transformative
      Transaction (as defined below), as such approval is expressed by the
      shareholders (a) by an affirmative vote of (i) such percentage of the issued
      and
      outstanding shares of the capital stock of the Company (and of each class of
      shareholders of the Company entitled to vote thereon as a class) as is then
      required by the Pennsylvania Business Corporation Law of 1988, as amended (
      the
“PBCL”), (or any successor to such law) or by the Articles of Incorporation or
      Bylaws of the Company as then in effect, in order to constitute approval of
      such
      Transformative Transaction under such Law or such Articles of Incorporation
      or
      Bylaws or (ii) if no such percentage is so prescribed under the PBCL (or the
      successor to such law) or the Articles of Incorporation or Bylaws of the Company
      as then in effect with respect to such Transformative Transaction, a majority
      of
      the votes cast by all shareholders of the Company entitled to vote thereon
      and,
      if any shareholders of the Company are entitled to vote thereon as a class,
      an
      affirmative vote of a majority of the votes cast by the shareholders of the
      Company entitled to vote as a class or (iii) in the case of a Transformative
      Transaction described in clause (iii) of Section 2 of this Agreement, the vote
      of shareholders required under the PBCL (or the successor to such law) or the
      Articles of Incorporation or Bylaws of the Company as then in effect in order
      to
      remove or elect all of the directors of the Company the removal or election
      of
      which is proposed in such Transformative Transaction, or (b) if no vote of
      shareholders of the Company is required in connection with such Transformative
      Transaction, by conduct of shareholders of the Company, secured in a way
      consistent with applicable securities laws, unambiguously constituting approval
      of or participation in such Transformative Transaction by shareholders holding
      a
      majority or other relevant requisite number of the issued and outstanding shares
      of the capital stock of the Company (such as, for purposes of illustration
      and
      not limitation, shareholders tendering at least










such
      number of shares of the capital stock of the Company in a Tender Offer (as
      defined below) as shall satisfy the minimum number of shares required by the
      terms of such Tender Offer to be tendered in order for the offeror to close
      on
      the Tender Offer, whether or not that approved Transformative Transaction
      receives required regulatory approval or actually closes and whether or not
      the
      Transformative Transaction is a change in control for purposes of Section 280G
      of the Internal Revenue Code of 1986, as amended (the “Code”), in a single cash
      lump sum, less applicable withholding and payroll taxes determined by the
      Company in good faith, the following individuals (each a “Participant” and,
      collectively, the “Participants”) the respective amounts shown:




Harry
      R.
      Brown                                           $975,000




Allen
      P.
      Kimble                                           $975,000




Frank
      A.
      Macefe                                         $975,000




Albert
      W.
      Weigand                                    $975,000




Kevin
      J.
      Albaugh                                        $975,000




N.
      William
      Barthlow                                    $975,000




Matthew
      D.
      Poleski                                     $975,000;




provided  that
      such Participant is a full-time employee of the Company and/or one or more
      of
      the Company’s subsidiaries on the date such Transformative Transaction is so
      approved by the shareholders of the Company.




2.  Meaning
      of Transformative Transaction.  For purposes of this Shareholder
      Approval Bonus Plan, a “Transformative Transaction” shall be the first to occur
      of:




(1)           Either
      (x) any Person, other than the Company, a subsidiary of the Company or any
      employee benefit plan(s) sponsored by the Company or any subsidiary of the
      Company, agrees to acquire or acquires the Beneficial Ownership, directly or
      indirectly, of securities of the Company entitling such Person to 50% or more
      of
      the Voting Power of the Company, or (y) any Persons agree to act together for
      the purpose of acquiring, holding, voting or disposing of securities of the
      Company, or to act in concert or otherwise with the purpose or effect of
      changing or influencing control of the Company in connection with or as holders
      of the Beneficial Ownership, directly or indirectly, of securities of the
      Company, in any case entitling such Person to 50% or more of the Voting Power
      of
      the Company; or




(2)           The
      agreement by any Person or Persons other than the Company and/or any of the
      Company’s subsidiaries to commence, or the commencement by any Person or Persons
      other than the Company and/or any of the Company’s subsidiaries, of a Tender
      Offer to acquire securities of the Company entitling the holders thereof to
      50%
      or more of the Voting Power of the Company; or




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(3)           The
      commencement by any Person or Persons other than the Company of, or agreement
      by
      any Person or Persons other than the Company to commence, a solicitation of
      proxies from shareholders of the Company for the purpose of electing or removing
      50% or more of the members of the Board or any class of the Board;
      or




(4)           The merger,
      consolidation, share exchange, division or sale or other disposition of stock
      or
      assets of the Company as a result of which the shareholders of the Company
      immediately prior to such transaction shall not hold, directly or indirectly,
      immediately following such transaction a majority of the Voting Power of (i)
      in
      the case of a merger or consolidation, the surviving or resulting corporation,
      (ii) in the case of a share exchange, the acquiring corporation or (iii) in
      the
      case of a division or a sale or other disposition of assets, each surviving,
      resulting or acquiring corporation which, immediately following the transaction,
      holds more than 50% of the consolidated assets of the Company immediately prior
      to the transaction;




provided
      that the Board of Directors of the Company by duly adopted resolution(s) shall
      have recommended such transaction to the shareholders of the Company or, if
      no
      vote of the shareholders of the Company is required in connection with such
      transaction, shall have approved such transaction; and provided,
further, that (A) if securities beneficially owned by a Participant
      are
      included in determining the Beneficial Ownership of a Person referred to in
      clause (1) of this Section 2, (B) if the Participant is named pursuant to Item
      2
      of the Schedule 14D-1 (or the comparable provision of any similar successor
      filing requirement) required to be filed by the bidder making a Tender Offer
      referred to in clause (2) of this Section 2 or (C) if the Participant is a
      “participant” as defined in Instruction 3 to Item 4 of Schedule 14A under the
      1934 Act (other than solely because the Participant is a director, officer
      or
      employee of the Company) in a solicitation referred to in clause (3) of this
      Section 2, then no Transformative Transaction with respect to the Participant
      shall be deemed to have occurred by reason of such event.




For
      the
      purposes of this Section 2, the following terms shall have the following
      meanings:




(i)           The
      term “Person” shall be used as that term is used in Sections 13(d) and 14(d) of
      the Securities Exchange Act of 1934, as amended ( the “1934 Act”) as in effect
      on the date hereof.




(ii)           “Beneficial
      Ownership” shall be determined as provided in Rule 13d-3 under the 1934 Act as
      in effect on the date hereof.




(iii)           A
      specified percentage of “Voting Power” of a company shall mean such number of
      the Voting Shares of the company as shall enable the holders thereof to cast
      such percentage of all the votes which could be cast in an annual election
      of
      directors (without consideration of the rights of any class of stock, other
      than
      the common stock of the company, to elect directors by a separate class vote);
      and “Voting Shares” shall mean all securities of a company entitling the holders
      thereof to vote in an annual election of directors (without consideration of
      the
      rights of any class of stock, other than the common stock of the company, to
      elect directors by a separate class vote).




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(iv)           “Tender
      Offer” shall mean a tender offer or exchange offer to acquire securities of the
      Company (other than such an offer made by the Company or any subsidiary of
      the
      Company).




3.  Performance
      Goal and Prerequisite for Payments.  For the avoidance of doubt
      and to amplify the intents and purposes of this Shareholder Approval Bonus
      Plan,
      the amounts that may become payable under this Shareholder Approval Bonus Plan
      are intended as (i) an incentive to the Participants to work together and to
      achieve the effective evaluation, negotiation, documentation and communication
      to the Board of Directors of the Company, the shareholders of the Company,
      regulators and others of the terms and conditions of offers to or from third
      parties regarding one or more Transformative Transactions and (ii) as a reward
      for the anticipated time and effort required to do so in addition to the time
      and effort required for their respective existing job duties.  The
      payment of compensation under this Shareholder Approval Bonus Plan is not
      contingent on securing regulatory approval or upon the actual closing or
      completion of the proposed Transformative Transaction.  The
      performance goal, as that term is used in Treas. Reg. §1.162-27(e)(2), is the
      approval of a Transformative Transaction by the shareholders of the Company,
      which, it is expected, will have been presented to the shareholders for approval
      by and/or at the direction of the Participants after they have completed the
      evaluation, negotiation and documentation of one or more such potential
      Transformative Transactions.  The payments which may become due
      hereunder are not contingent upon a change in control as defined in Section
      280G
      of the Code or Treas. Reg. 1.409A-3 but will become payable and are expected
      to
      be paid whether or not any regulatory authority with jurisdiction approves
      the
      proposed Transformative Transaction or whether or not the Company and/or the
      potential third party participant in the Transformative Transaction satisfy
      or
      waive any or all of the terms and conditions of the Transformative Transaction
      as approved by the shareholders of the Company.





4.  Miscellaneous





4.1  Non-Assignability.  No
      right to compensation which is or may be earned under this Plan shall be
      assignable or transferable by the Participant.  During the life of the
      Participant, any distribution of made pursuant to this Plan with respect to
      a
      Participant shall be made only to such Participant; after the death of a
      Participant, any such distribution shall be made only to the estate of such
      Participant.





4.2  Withholding
      Taxes.  The Company shall have the right to withhold from any
      distribution to be made under the terms of this Plan an amount sufficient to
      satisfy the Company's obligations under any federal, state and local withholding
      tax requirements applicable to such distribution.





4.3  No
      Right to
      Employment.  Nothing in this Plan or any agreement entered into
      pursuant to it shall confer upon any Participant the right to continue in the
      employment of the Company or any subsidiary of the Company or affect any right
      which the Company or any subsidiary of the Company may have to terminate the
      employment of such Participant.





4.4  Unfunded
      Plan.  The Plan shall at all times be entirely unfunded, and no
      provision shall at any time be made with respect to segregating assets of the
      Company for distribution hereunder.  No Participant or other person
      shall have any interest in any particular


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assets
      of
      the Company by reason of participation in this Plan.  Participants (or
      their estates, if applicable) shall have only the rights of a general unsecured
      creditor of the Company with respect to any amounts payable under this
      Plan.





4.5  Merger,
      Consolidation
      or Acquisition.  This Plan shall be binding upon the Company, its
      assigns, and any successor Person that shall succeed to substantially all of
      the
      Company’s assets and business through merger, acquisition or consolidation, and
      upon a Participant, his or her assigns, estate, heirs, executors and
      administrators.





4.6  Applicable
      Law.  This Plan shall be governed by the laws of the Commonwealth
      of Pennsylvania, without regard to its principles of conflicts of
      laws.  Any provision of this Plan prohibited by the law of any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition without invalidating the remaining provisions
      hereof.





4.7  Captions.  The
      captions of Sections of this Plan are for the convenience of reference only
      and
      shall not control or affect the meaning or construction of any of its
      provisions.





4.8  Effect
      on Other
      Compensation Programs and Benefit Plans.  No amount paid under
      this Shareholder Approval Bonus Plan shall be taken into account under any
      other
      compensation or benefit plan sponsored by the Company or any Subsidiary of
      the
      Company, including (but not limited to) the North Pittsburgh Telephone Company
      Retirement Plan and the North Pittsburgh Telephone Retirement Income Restoration
      Plan.





To
      record
      the due adoption of this Shareholder Approval Bonus Plan as and for a plan
      and
      commitment of the Company, the Company has caused an authorized person to
      execute this document as of the 1st day of
      July,
      2007.





NORTH
              PITTSBURGH SYSTEMS,
              INC.By
            /s/
              H. R.
              BrownHarry
              R. BrownPresident