NOTICE
OF GRANT OF RESTRICTED STOCK UNIT AWARD

    


    ZST
DIGITAL NETWORKS, INC.

    2010
OMNIBUS INCENTIVE PLAN

    


    FOR GOOD
AND VALUABLE CONSIDERATION, ZST Digital Networks, Inc. (the “Company”) hereby
grants, pursuant to the provisions of the Company’s 2010 Omnibus Incentive Plan
(the “Plan”), to the Participant designated in this Notice of Grant of
Restricted Stock Unit Award (the “Notice”) the number of shares of the common
stock of the Company set forth in the Notice, subject to certain restrictions as
outlined below in this Notice and the additional provisions set forth in the
attached Terms and Conditions of Restricted Stock Unit Award (the
“Agreement”).  Also enclosed is a copy of the information statement
describing important provisions of the Plan.

     

    
      Participant:      
__________________

       

      Grant
Date:       ______________


       

      #
of Restricted Stock Units:       
_____________

       

    

    Purchase
Price:  Subject to the withholding provisions of Section 5 of
the Terms and Conditions, this Restricted Stock Unit Award does not require the
Participant to pay any purchase price or other cash consideration in connection
with this Award, including the issuance or delivery of Common Stock upon vesting
of the Award.

    


    Vesting
Schedule:  Subject to the provisions contained in Sections 4, 5
and 6 of the Terms and Conditions, this Restricted Stock Unit Award shall vest,
and the applicable Restrictions set forth in the Terms and Conditions shall
lapse in accordance with the following schedule, in the event the Participant
does not have a Termination of Service prior to the applicable vesting
date:

    


    
      
        
          
            	
                    Date of Vesting

                  	 	
                    Cumulative Amount Vested

                  	 
	
                    [Sample
      Vesting Schedule]

                  	 	 	 
	
                    [First
      Anniversary of Grant Date

                  	 	 	25	%
	
                    Second
      Anniversary of Grant Date

                  	 	 	50	%
	
                    Third
      Anniversary of Grant Date

                  	 	 	75	%
	
                    Fourth
      Anniversary of Grant Date

                  	 	 	100	%]


          

        

      

    

    


    Change in
Control:  Unless otherwise specified in this Notice, no
accelerated vesting of any Restricted Stock Units shall occur in the event of a
Change in Control of the Company (as defined in and subject to the provisions of
the Plan).

    


    Forfeiture:  The
Participant’s rights in the Restricted Stock Unit Award on which the
Restrictions have not lapsed pursuant to the vesting schedule provisions above
shall be forfeited in full in the event of the Participant’s Termination of
Service for any reason.

    


    By
signing below, the Participant agrees that this Restricted Stock Unit Award is
granted under and governed by the terms and conditions of the Company’s 2010
Omnibus Incentive Plan and the attached Terms and Conditions.

     

    
      
        
          
            
              
                
                  	
                          Participant

                        	 
      	
                          ZST
      Digital Networks, Inc.

                        
	 
      	 
      	 
      
	 
      	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Title:

                        	 
      
	
                          Date:
      ________________

                        	 
      	
                          Date:

                        	 
      


                

              

            

          

        

      

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

    

     

    TERMS
AND CONDITIONS OF RESTRICTED STOCK UNIT AWARD

    


    These
Terms and Conditions of Restricted Stock Unit Award relates to the Notice of
Grant of Restricted Stock Unit Award (the “Notice”) attached hereto, by and
between ZST Digital Networks, Inc. (the “Company”), and the person identified in
the Notice (the “Participant”).

    


    The Board
of Directors of the Company has authorized and approved the 2010 Omnibus
Incentive Plan (the “Plan”), which has been approved by the Company’s
stockholders.  The Committee has approved an award to the Participant
of a number of shares of the Company’s common stock, conditioned upon the
Participant’s acceptance of the provisions set forth in the Notice and these
Terms and Conditions within 60 days after the Notice and these Terms and
Conditions are presented to the Participant for review.  For purposes
of the Notice and these Terms and Conditions, any reference to the Company shall
include a reference to any Affiliate.

    


    1.           Grant of Restricted Stock
Units.

    


    (a)           As
of the Grant Date set forth in the Notice of Grant, the Company grants to the
Participant the number of Restricted Stock Units set forth in the Notice of
Grant (the “Units”), which represent shares of the Company’s Common
Stock.  The Units are subject to the restrictions set forth in Section
2 of this Agreement, these Terms and Conditions, the provisions of the Plan and
the other provisions contained in these Terms and Conditions.

    


    (b)           The
Units granted under this Agreement shall be reflected in a bookkeeping account
maintained by the Company during the Restricted Period.  If and when
the restrictions set forth in Section 2 expire in accordance with the terms of
this Agreement, and upon the satisfaction of all other applicable conditions as
to the Units, such Units (and any related Dividend Units described in Section
1(c) below) not forfeited pursuant to Section 4 hereof shall be settled in cash
or shares of Common Stock as provided in Section 1(e) of this Agreement and
otherwise in accordance with the Plan.

    


    (c)           With
respect to each Unit, whether or not vested, that has not been forfeited (but
only to the extent such award of Units has not been settled for cash or Common
Stock), the Company shall, with respect to any cash dividends paid on the Common
Stock, accrue and credit to the Participant’s bookkeeping account a number of
Units having a Fair Market Value as of the date such dividend is paid equal to
the cash dividends that would have been paid with respect to such Unit if it
were an outstanding share of Common Stock (the “Dividend
Units”).  These Dividend Units thereafter shall (i) be treated as
Units for purposes of future dividend accruals pursuant to this Section 1(c);
and (ii) vest in such amounts (rounded to the nearest whole Unit) at the same
time as the Units with respect to which such Dividend Units were
received.  Any dividends or distributions on Common Stock paid other
than in cash shall accrue in the Participant’s bookkeeping account and shall
vest at the same time as the Units in respect of which they are made (in each
case in the same form, based on the same record date and at the same time, as
such dividend or other distribution is paid on such Common Stock).

    


    (d)           The
Company’s obligations under this Agreement (with respect to both the Units and
the Dividend Units, if any) shall be unfunded and unsecured, and no special or
separate fund shall be established and no other segregation of assets shall be
made.  The rights of Participant under this Agreement shall be no
greater than those of a general unsecured creditor of the Company.  In
addition, the Units shall be subject to such restrictions as the Company may
deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any stock exchange upon which Common Stock
is then listed, any Company policy and any applicable federal or state
securities law.

    


    (e)           Except
as otherwise provided in this Agreement, settlement of the Units in accordance
with the provisions of this Section 1(e) shall be delivered as soon as
practicable after the end of the Restricted Period, and upon the satisfaction of
all other applicable conditions as to the Units (including the payment by the
Participant of all applicable withholding taxes).  The Units so
payable to the Participant shall be paid solely in shares of Common Stock,
solely in cash based on the Fair Market Value of the Common Stock (determined as
of the first business day next following the last day of the Restricted Period),
or in a combination of the two, as determined by the Committee in its sole
discretion.

     

    
      
         


      

      
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    2.           Restrictions.

    


    (a)           The
Participant shall have no rights as a stockholder of the Company by virtue of
any Unit unless and until such Unit vests and resulting shares of Common Stock
are issued to the Participant.

    


    (b)           None
of the Units may be sold, transferred, assigned, pledged or otherwise encumbered
or disposed of during the Restricted Period, except as may be permitted by the
Plan or as otherwise permitted by the Committee in its sole discretion or
pursuant to rules adopted by the Committee in accordance with the
Plan.

    


    (c)           Any
attempt to dispose of the Units or any interest in the Units in a manner
contrary to the restrictions set forth in this Agreement shall be void and of no
effect.

    


    3.           Restricted Period and
Vesting.  The “Restricted Period” is the period beginning on
the Grant Date and ending on the date the Units, or such applicable portion of
the Units, are deemed vested under the schedule set forth in the
Notice  Subject to the provisions contained in Section 4, 5 and 6, the
Units shall be deemed vested and no longer subject to forfeiture under Section 4
upon expiration of the Restricted Period, and the satisfaction of all other
applicable conditions as to the Units (including the payment by the Participant
of all applicable withholding taxes).

    


    4.           Forfeiture.

    


    Subject
to Section 6 hereof, if during the Restricted
Period (i) the Participant incurs a Termination of Service, (ii) there
occurs a material breach of the Notice or these Terms and Conditions by the
Participant, or (iii) the Participant fails to meet the tax withholding
obligations described in Section 5(b) hereof, all rights of the Participant to
the Units that have not vested in accordance with Section 3 as of the date of
such termination shall terminate immediately and be forfeited in their
entirety.

    


    5.           Withholding.

    


    (a)           The
Committee shall determine the amount of any withholding or other tax required by
law to be withheld or paid by the Company with respect to any income recognized
by the Participant with respect to the Units.

    


    (b)           The
Participant shall be required to meet any applicable tax withholding obligation
in accordance with the provisions of the Plan.

    


    (c)           Subject
to any rules prescribed by the Committee, the Participant shall have the right
to elect to meet any withholding requirement (i) by having withheld from this
Award at the appropriate time that number of whole shares of Common Stock whose
Fair Market Value is equal to the amount of any taxes required to be withheld
with respect to such Award, (ii) by direct payment to the Company in cash of the
amount of any taxes required to be withheld with respect to such Award or (iii)
by a combination of shares and cash.

    


    6.           Committee’s
Discretion.  Notwithstanding any provision of this Agreement to
the contrary, the Committee shall have discretion under Section 7.02(f) of the
Plan to waive any forfeiture of the Units as set forth in Section 4 hereof, the
Restricted Period and any other conditions set forth in this
Agreement.

    


    7.           Defined
Terms.  Capitalized terms used but not defined in the Notice
and Agreement shall have the meanings set forth in the Plan, unless such term is
defined in any Employment Agreement between the Participant and the Company or
an Affiliate.  Any terms used in the Notice and Agreement, but defined
in the Participant’s Employment Agreement are incorporated herein by reference
and shall be effective for purposes of the Notice and these Terms and Conditions
without regard to the continued effectiveness of the Employment
Agreement.

    



    
      
         


      

      
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    8.           Nonassignability.  The
Units may not be sold, assigned, transferred (other than by will or the laws of
descent and distribution, or to an inter vivos trust with respect to which the
Participant is treated as the owner under Sections 671 through 677 of the Code),
pledged, hypothecated, or otherwise encumbered or disposed of until the
restrictions on such Units, as set forth in the Notice and Agreement, have
lapsed or been removed.

    


    9.           Participant
Representations.  The Participant hereby represents to the
Company that the Participant has read and fully understands the provisions of
the Notice, these Terms and Conditions and the Plan and the Participant’s
decision to participate in the Plan is completely voluntary.  Further,
the Participant acknowledges that the Participant is relying solely on his or
her own advisors with respect to the tax consequences of this restricted stock
award.

    


    10.         Regulatory Restrictions on
the Units.  Notwithstanding any other provision of the Plan,
the obligation of the Company to issue Common Stock in connection with this
Award under the Plan shall be subject to all applicable laws, rules and
regulations and such approval by any regulatory body as may be
required.  The Company reserves the right to restrict, in whole or in
part, the delivery of Common Stock pursuant to these Terms and Conditions prior
to the satisfaction of all legal requirements relating to the issuance of such
shares, to their registration, qualification or listing or to an exemption from
registration, qualification or listing.

    


    11.         Miscellaneous.

    


    (a)           Notices.  All
notices, requests, deliveries, payments, demands and other communications which
are required or permitted to be given under these Terms and Conditions shall be
in writing and shall be either delivered personally or sent by registered or
certified mail, or by private courier, return receipt requested, postage prepaid
to the parties at their respective addresses set forth herein, or to such other
address as either shall have specified by notice in writing to the
other.  Notice shall be deemed duly given hereunder when delivered or
mailed as provided herein.

    


    (b)           Waiver.  The
waiver by any party hereto of a breach of any provision of the Notice or these
Terms and Conditions shall not operate or be construed as a waiver of any other
or subsequent breach.

    


    (c)           Entire
Agreement.  These Terms and Conditions, the Notice and the Plan
constitute the entire agreement between the parties with respect to the subject
matter hereof.

    


    (d)           Binding Effect;
Successors.  These Terms and Conditions shall inure to the
benefit of and be binding upon the parties hereto and to the extent not
prohibited herein, their respective heirs, successors, assigns and
representatives.  Nothing in these Terms and Conditions, express or
implied, is intended to confer on any person other than the parties hereto and
as provided above, their respective heirs, successors, assigns and
representatives any rights, remedies, obligations or liabilities.

    


    (e)           Governing
Law.  The Notice and these Terms and Conditions shall be
governed by and construed in accordance with the laws of the State of
Delaware.

    


    (f)           Headings.  The
headings contained herein are for the sole purpose of convenience of reference,
and shall not in any way limit or affect the meaning or interpretation of any of
the terms or provisions of these Terms and Conditions.

    


    (g)           Conflicts;
Amendment.  The provisions of the Plan are incorporated in
these Terms and Conditions in their entirety.  In the event of any
conflict between the provisions of these Terms and Conditions and the Plan, the
provisions of the Plan shall control.  The Agreement may be amended at
any time by written agreement of the parties hereto.

    



    
      
         


      

      
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    (h)          No Right to Continued
Employment.  Nothing in the Notice or these Terms and
Conditions shall confer upon the Participant any right to continue in the employ
or service of the Company or affect the right of the Company to terminate the
Participant’s employment or service at any time.

    


    (i)           Further
Assurances.  The Participant agrees, upon demand of the Company
or the Committee, to do all acts and execute, deliver and perform all additional
documents, instruments and agreements which may be reasonably required by the
Company or the Committee, as the case may be, to implement the provisions and
purposes of the Notice and these Terms and Conditions and the
Plan.


    
      
         


      

      
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