NOTICE
OF GRANT OF RESTRICTED STOCK 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 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 Award (the
“Agreement”).  Also enclosed is a copy of the information statement
describing important provisions of the Plan.

    


    Participant:      
__________________

     


    Grant
Date:       ______________


     

    #
of Shares of Restricted Stock:        
_____________

    


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

    


    Vesting
Schedule:  Subject to the provisions contained in Sections 4, 5
and 6 of the Terms and Conditions, this Restricted Stock 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 of Grant,
no accelerated vesting of any Restricted Shares shall occur in the event of a
Change in Control.

    


    Forfeiture:  The
Participant’s rights in the Restricted Stock 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 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 AWARD

    


    These
Terms and Conditions of Restricted Stock Award relates to the Notice of Grant of
Restricted Stock 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 stockholders of the
Company.  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.

    


    (a)           Subject
to the terms and conditions of the Plan, as of the Grant Date, the Company
grants to the Participant the number of shares of Common Stock set forth in the
Notice (the “Restricted Shares”), subject to the restrictions set forth in
Section 2 of these Terms and Conditions, the provisions of the Plan and the
other provisions contained in these Terms and Conditions.  If and when
the restrictions set forth in Section 2 expire in accordance with these Terms
and Conditions without forfeiture of the Restricted Shares, and upon the
satisfaction of all other applicable conditions as to the Restricted Shares,
such shares shall no longer be considered Restricted Shares for purposes of
these Terms and Conditions.

    


    (b)           As
soon as practicable after the Grant Date, the Company shall direct that a stock
certificate or certificates representing the applicable Restricted Shares be
registered in the name of and issued to the Participant.  Such
certificate or certificates shall be held in the custody of the Company or its
designee until the expiration of the applicable Restricted Period (as defined in
Section 3).  On or before the date of execution of the Notice, the
Participant has delivered to the Company one or more stock powers endorsed in
blank relating to the Restricted Shares.

    


    (c)           Except
as provided in Section 1(d), in the event that a certificate for the Restricted
Shares is delivered to the Participant, such certificate shall bear the
following legend (the “Legend”):

    


    
      	
               
      

            	
              The
      ownership and transferability of this certificate and the shares of stock
      represented hereby are subject to the terms and conditions (including
      forfeiture) of the ZST Digital Networks, Inc. 2010 Omnibus Incentive Plan
      and a Restricted Stock Award Notice entered into between the registered
      owner and ZST Digital Networks, Inc.  Copies of such Plan and
      Notice are on file in the executive offices of ZST Digital Networks,
      Inc.

            


    

    


    In
addition, the stock certificate or certificates for the Restricted Shares shall
be subject to such stop-transfer orders and other 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 the Common
Stock is then listed, and any applicable federal or state securities law, and
the Company may cause a legend or legends to be placed on such certificate or
certificates to make appropriate reference to such restrictions.

    


    (d)           As
soon as administratively practicable following the expiration of the Restricted
Period without a forfeiture of the Restricted Shares, and upon the satisfaction
of all other applicable conditions as to the Restricted Shares, including, but
not limited to, the payment by the Participant of all applicable withholding
taxes, the Company shall deliver or cause to be delivered to the Participant a
certificate or certificates for the applicable Restricted Shares which shall not
bear the Legend.

     

    
      
         


      

      
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    2.           Restrictions.

    


    (a)           The
Participant shall have all rights and privileges of a stockholder as to the
Restricted Shares, including the right to vote and receive dividends or other
distributions with respect to the Restricted Shares, except that the following
restrictions shall apply:

    


    (i)           the
Participant shall not be entitled to delivery of the certificate or certificates
for the Restricted Shares until the expiration of the Restricted Period without
a forfeiture of the Restricted Shares and upon the satisfaction of all other
applicable conditions;

    


    (ii)           none
of the Restricted Shares may be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of during the Restricted Period applicable to
such shares, except as provided in Section 7.02(c) of 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; and

    


    (iii)           all
of the Restricted Shares shall be forfeited and returned to the Company and all
rights of the Participant with respect to the Restricted Shares shall terminate
in their entirety on the terms and conditions set forth in Section
4.

    


    (b)           Any
attempt to dispose of Restricted Shares or any interest in the Restricted Shares
in a manner contrary to the restrictions set forth in these Terms and Conditions
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 Restricted Shares, or such applicable
portion of the Restricted Shares, are deemed vested under the schedule set forth
in the Notice.  The Restricted Shares shall be deemed vested and no
longer subject to forfeiture under Section 4 in accordance with the vesting
schedule set forth in the Notice or earlier, if specified in the Notice, in the
event of a Change in Control.

    


    4.           Forfeiture.

    


    (a)           Subject
to Section 6 below, 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), all rights of the Participant to the
Restricted Shares 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.

    


    (b)           In
the event of any forfeiture under this Section 4, the certificate or
certificates representing the forfeited Restricted Shares shall be canceled to
the extent of any Restricted Shares that were forfeited.

    


    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 Restricted Shares.

    


    (b)           The
Participant shall be required to meet any applicable tax withholding obligation
in accordance with the provisions of Section 11.05 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.

     

    
      
         


      

      
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    6.           Committee
Discretion.  Notwithstanding any provision of the Notice or
these Terms and Conditions to the contrary, the Committee shall have discretion
under the Plan to waive any forfeiture of the Restricted Shares as set forth in
Section 4, the Restricted Period and any other conditions set forth in the
Notice or these Terms and Conditions.

    


    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.

    


    8.           Nonassignability.  The
Restricted Shares 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 Shares, 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 Restricted Shares.  Notwithstanding any other provision of
the Plan, the obligation of the Company to issue Restricted Shares 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 the
Restricted Shares 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.

    


    
      
         


      

      
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    (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.

    


    (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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