LIGHTYEAR
      NETWORK SOLUTIONS, INC.

                


        

      

      


      2010
STOCK AND INCENTIVE COMPENSATION PLAN

      


      Lightyear
Network Solutions, Inc. (the "Company") hereby establishes a stock and incentive
compensation plan for the benefit of the employees, directors and independent
contractors of the Company and of its subsidiaries.

      


      Section
1 -- PURPOSE

      


      The
Company adopts this compensation program to, among other things, (a) increase
the profitability and growth of the Company; (b) provide competitive
compensation to employees; (c) attract and retain exceptional personnel and
encourage excellence in the performance of individual responsibilities; and (d)
motivate key employees and directors to contribute to the Company's
success.

      


      Section
2 -- DEFINITIONS

      


      For
purposes of the Plan, the following terms shall have the meanings below unless
the context clearly indicates otherwise:

      


      2.1           "Award" means an Incentive
Stock Option, a Nonqualified Stock Option, a Stock Appreciation Right, a
Restricted Stock Award, a Performance Share Award, a Restricted Stock Unit (the
foregoing collectively referred to herein as the "Stock Awards") or a Cash
Performance Award granted under the Plan.

      


      2.2           "Award Agreement" means a
certificate of grant or, if there are promises required of the recipient of an
Award, a written agreement, in such form as the Committee prescribes from time
to time, setting forth the terms and conditions of an Award.

      


      2.3           "Board" means the Board of
Directors of the Company.

      


      2.4           "Cash Performance Award" means an
Award granted pursuant to Section 12,  under which, upon the
satisfaction of predetermined performance measures, cash is paid to the
Participant.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      2.5           "Change in Control" means (i)
an event or series of events which have the effect of any "person" as such
term is used in Section 13(d) and 14(d) of the Exchange Act, other than any
trustee or other fiduciary holding securities of the Company under any employee
benefit plan of the Company, becoming the "beneficial owner" as defined in
Rule 13d-3 under the Exchange Act, directly or indi­rectly, of
securities of the Company repre­senting 35% or more of the combined voting
power of the Company's then outstanding stock other than by an employee benefit
plan sponsored  by the Company or by a person who owns such a
percentage at the Effective Date;  (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board cease for any reason to constitute a majority thereof, unless the
election, or the nomina­tion for election by the stockholders, of each new
director was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period;
(iii) the shareholders of the Company approve a definitive agreement to
enter into a merger, consolidation, share exchange or other transaction with or
into another company (other than a transaction that would result in the voting
securities of the Company outstanding immediately prior to such transaction
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 65% of the combined
voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such transaction) or to sell or otherwise transfer
all or substantially all of the Company's assets or to adopt a plan of
liquidation.  A Change in Control shall also be deemed to occur if
(i) the Company enters into an agreement, the consummation of which would
result in the occurrence of a Change in Control, or (ii) the Board adopts a
resolu­tion to the effect that a Change in Control for purposes of this Plan
has occurred.  Provided, however, for purposes of payments triggered
by a Change in Control under Awards that constitute "deferred compensation"
pursuant to Code Section 409A, a Change in Control shall only be considered to
have occurred if the Change in Control also constitutes a change in the
ownership or effective control of a corporation or a change in the ownership of
a substantial portion of the assets of a corporation under Treasury Regulation
Section 1.409A-3(i)(5) or subsequent guidance.  See Section 3.4 for
how a Change in Control affects Awards, if not specifically provided otherwise
in an Award Agreement.

      


      2.6           "Code" means the Internal
Revenue Code of 1986, as it may be amended from time to time.

      


      2.7           "Committee" means, with respect
to interpretation and administration of the Plan and for determining the terms
of Awards to Employees,  the Compensation Committee of the Board or
such other committee appointed by the Board which shall consist of two or more
members of the Board, each of whom is both an "outside director" and a
"non-employee director."  If the Compensation Committee does not
consist of two or more members all of whom are "outside directors" and
"non-employee directors", then "Committee" shall mean the full
Board.  Provided,
however, that, the amount and terms of Awards to Directors shall be
determined by the entire Board.  For purposes of this Section 2.7, (A)
"outside director" means a Director of the Company who either (i) (a) is not a
current employee of the Company or an "affiliated corporation" (within the
meaning of Treasury Regulations promulgated under Code Section 162(m)), (b) is
not a former employee of the Company or an "affiliated corporation" who still
receives compensation for prior services (other than benefits under a
tax-qualified retirement plan), or was not an employee during any prior period
within the time defined under Exchange Act rules or the rules of any stock
exchange on which the Stock is then traded, (c) was not an officer of the
Company or an "affiliated corporation" at any time, and  (d) does not
currently receive remuneration from the Company or an "affiliated corporation,"
either directly or indirectly, in any capacity other than as a Director, or (ii)
is otherwise considered an "outside director" for purposes of Code Section
162(m); and (B) "non-employee director" means a Director of the Company who (i)
is not a current employee or officer of the Company or its parent or a
subsidiary, (ii) does not receive compensation (directly or indirectly) from the
Company or its parent or a subsidiary for services rendered as a consultant or
in any capacity other than as a Director (except for an amount as to which
disclosure would not be required under Item 404(a) of Regulation S-K promulgated
pursuant to the Securities Act ("Regulation S-K")), (iii) does not possess an
interest in any other transaction as to which disclosure would be required under
Item 404(a) of Regulation S-K and (iv) is not engaged in a business relationship
as to which disclosure would be required under Item 404(b) of Regulation
S-K.  The number of Committee members shall be determined by the
Board.  The Board shall add or remove members from the Committee as
the Board sees fit, and vacancies shall be filled by the Board.

       

      
        
           

        

        
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      2.8           "Company" means Lightyear
Network Solutions, Inc. and its successors.

      


      2.9           "Director" means a voting
member of the Board excluding any person who serves solely in an advisory
capacity or as a director emeritus.

      


      2.10         "Disability" means (i) with
respect to Incentive Stock Options, permanent disability within the meaning of
Section 22(e)(3) of the Code; and (ii) with respect to all other types of Awards
that are not deferred compensation under Code Section 409A, the inability of the
Participant to perform the material duties of the Participant's job with the
Company, as determined in good faith by the Committee; and (iii) with respect to
Awards that are deferred compensation under Code Section 409A, (I) the inability
of the Participant to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can be expected
to result in death or can be expected to last for a continuous period of not
less than 12 months, or (II) the Participant is, by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of at least 12 months,
receiving income replacement benefits for a period of not less than 3 months
under an employer accident or health plan.

       

      2.11       
 "Effective Date" has the
meaning set forth in Section 16.

      


      2.12         "Employee" means an employee of
the Company or a Subsidiary.

      


      2.13         "Exchange Act" means the
Securities Exchange Act of 1934, as amended.

      


      2.14         "Fair Market Value" means (a)
if the Stock is listed on a national securities exchange, the closing price per
share on a given date; (b) if the Stock is traded on an exchange or market in
which prices are reported in terms of bid and asked prices, the mean between the
high bid and low asked prices for a share on the trading day as of which value
is determined, or any other reasonable method using actual transactions in the
Stock as reported by such exchange or market; and (c) if the Stock is not
publicly traded at the time a determination of fair market value is required to
be made hereunder, the determination of fair market value shall be made in good
faith by the Committee by reasonable application of a reasonable valuation
method, considering any and all information that the Committee deems relevant,
consistent with Code Section 409A and the Treasury Regulations promulgated
thereunder.

      


      2.15         "Full Value Award" means any
Award under which a Participant may be issued shares of Stock without the
Participant tendering consideration therefor in the form of Stock or cash at
least equal to the Fair Market Value at the Grant Date of the Stock issuable
upon exercise or maturity of the Award.

      


      2.16         "Grant Date" means, with
respect to an Award, the date as of which the Award is granted as stated in the
Award Agreement, which shall not be earlier than the date on which the Committee
approves the grant.  The grant of an Award must be communicated to the
recipient of the Award promptly after the Grant Date.

       

      
        
           

        

        
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      2.17         "Incentive Stock Option" means
an option to pur­chase Stock granted under Section 6 of the Plan that is
desig­nated by the Committee as an Incentive Stock Option and is intended to
meet the requirements of Section 422 of the Code.

      


      2.18         "Named Executive" means any
individual who is considered a "covered employee" under Code Section 162(m) and
the Treasury Regulation and other guidance issued thereunder, which generally is
limited to certain employees whose compensation is required to be reported to
shareholders under the Exchange Act.

      


      2.19         "Nonqualified Stock Option"
means an option to purchase Stock granted under Section 6 of the Plan that is
not intended to be an Incentive Stock Option.

      


      2.20         "Option" means an Incentive
Stock Option or a Nonqualified Stock Option.

      


      2.21         "Option Period" means the
period from the Grant Date of an Option to the date the period for exercise of
the Option expires as stated in the Award Agreement.

      


      2.22         "Participant" means an Employee
or Director or an independent contractor who provides substantial services to
the Company or a Subsidiary, who has been granted an Award under the
Plan.

      


      2.23         "Performance Share Award" means
an Award granted pursuant to Section 10 under which, upon the satisfaction of
predetermined performance measures, shares of Stock are transferred to the
Participant.

      


      2.24         "Plan" means this 2010 Stock
and Incentive Compensation Plan.

      


      2.25         "Restriction Period" means the
period of time from ­the Grant Date of a Restricted Stock Award or
Restricted Stock Unit until the date when the restrictions placed on the Stock
or Unit lapse.

      


      2.26         "Restricted Stock Award" or "Restricted Stock" means Stock
which is granted under Section 9 of the Plan, subject to a Restriction Period
and/or condition which, if not satisfied, may result in the complete or partial
forfeiture of such Stock.

      


      2.27         "Restricted Stock Unit" means
an Award granted pursuant to Section 11 under which, upon the lapse of
predetermined restrictions, shares of Stock or cash are issued to the
Participant.

      


      2.28         "Retirement" means a
Participant's Termination of Service with the Company or a Subsidiary after
attaining age 65, or such earlier age as the Committee might specify from time
to time in an Award Agreement.

      


      2.29         "Stock" means the Company's
voting common stock of $0.001 par value per share, or such other securities into
which the Stock may be converted, by merger or otherwise.

       

      
        
           

        

        
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      2.30         "Stock Appreciation Right" or
"SAR" means a right
granted to a Participant pursuant to Section 7 with respect to a share of Stock
to receive upon exercise Stock or cash equal to the appreciation in value of a
share of Stock.

       

      2.31         "Subsidiary" means any
corporation which at the time qualifies as a subsidiary of the Company under the
definition of "subsidiary corporation" in Section 424(f) of the
Code.

      


      2.32         "Termination of Service" shall
be deemed to have occurred at the close of business on the last day on which an
Employee is carried as an active employee on the records of the Company and all
Subsidiaries, except as otherwise provided in an Award Agreement or in this
definition.  With respect to a Director, it shall be deemed to occur on a
Director's cessation of service on the board of directors of both the Company
and any Subsidiary.  The Committee shall define what shall constitute
a Termination of Service for any independent contractor receiving Awards
hereunder, based on the context of that contractor's services, if and to the
extent such termination affects rights or obligations under an Award
Agreement.  Notwithstanding the forgoing, for an Award that is
deferred compensation under Code Section 409A, Termination of Service for
purposes of any provisions governing the timing of payment or exercise of an
Award means the date the Company and the Participant reasonably anticipate that
(i) the Participant will not perform any further services for the Company or any
other entity considered a single employer with the Company under Section 414(b)
or (c) of the Code, but substituting "at least 50%" for "at least 80%" (the
"Employer Group"), or (ii) the level of bona fide services performed after that
date (as an employee or independent contractor, except that service as a member
of the board of directors of an Employer Group entity is not counted unless
benefits under this Plan are aggregated with benefits under any other Employer
Group plan or agreement in which the Participant also participates as a
director) will
permanently decrease to less than 20% of the average level of bona fide services
performed over the previous 36 months (or if shorter over the duration of
service).  The Participant will not be treated as having a Termination
of Service while on military leave, sick leave or other bona fide leave of
absence if the leave does not exceed six months or, if longer, the period during
which the Participant has a reemployment right with the Employer Group by
statute or contract.  If a bona fide leave of absence extends beyond
six months, a Termination of Service will be deemed to occur on the first day
after the end of such six month period, or on the day after the Participant's
statutory or contractual reemployment right lapses, if
later.   Notwithstanding the foregoing, if a leave of absence is
due to any medically determinable physical or mental impairment that can be
expected to last for a continuous period of at least six months and that renders
the Participant unable to perform the duties of his position, the Participant
will not be considered to have a Termination of Service until the leave has
continued for a period of 12 months (regardless of whether the Participant has a
statutory or contractual reemployment right), unless the employment relationship
is permanently terminated before the end of that period by the Company or the
Participant.  The Company will determine whether a Termination of
Service has occurred based on all relevant facts and circumstances, in
accordance with Treasury Regulation §1.409A-1(h).

       

      
        
           

        

        
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      Section
3 -- STOCK SUBJECT TO
THE PLAN

      


      3.1           Available
Stock.

      


      (a)           Subject
to adjustments as provided in Sections 3.2 and 3.3, the aggregate number of
shares of Stock that may be issued pursuant to Awards under the Plan, shall be
1,000,000 shares of Stock.  The aggregate number of shares of Stock
that may be issued hereunder shall not be decreased except pursuant to Section
3.2 or an amendment to this Plan.

      


      (b)           The
maximum number of shares of Stock that may be subject to all Awards (of any
type) granted under the Plan during the any calendar year to any one Participant
is 200,000.  If Cash Performance Awards are granted during a year that
are intended to be performance-based compensation to Named Executives, within
the meaning Code Section 162(m) and Section 4.7 hereof, the total amount payable
in cash from Cash Performance Awards granted to any one Participant in any year
shall not exceed $500,000.

      


      (c)           
The maximum number of shares of Stock that may be subject to purchase pursuant
to Incentive Stock Options granted under the Plan is 1,000,000.

      


      (d)           The
maximum number of shares of Stock that may be subject to issuance under Awards
that are Full Value Awards shall be 200,000.

      


      3.2           Changes in
Capitalization.  In the event of any merger, reorganization,
consolidation, recapitalization, separation, liquidation, stock dividend,
split-up, share combina­tion, or other change in the corporate structure of
the Company affecting the number of shares of Stock or the kind of shares or
securities issuable upon exercise of an Option or payment of another Award, an
appropriate and proportionate adjustment shall be made by the Committee in the
number and kind of shares which may be delivered under the Plan, and in the
number and kind or price of shares subject to outstanding Awards, so that no Award shall be diluted or
increased; provided that the number of shares subject to any Award shall
always be a whole number.  Any adjust­ment of an Incentive Stock
Option under this Section shall be made in such a manner so as not to constitute
a "modification" within the meaning of Section 424(h) of the Code and
adjustments to other Awards shall be made in a manner consistent with that
Section, as if it applied to non-Incentive Stock Options as well, so as not to
trigger taxes under Code Section 409A.  Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Stock subject to an Award.

      


                 3.3           Adjustments for
Awards.  The Committee shall have sole discretion to determine
the manner in which shares of Stock available for grant of Awards under the Plan
are counted.  Without limiting the discretion of the Committee under
this Section 3.3, unless otherwise determined by the Committee, the following
rules shall apply for the purpose of determining the number of shares of Stock
available for grant of Stock Awards under the Plan:

      


      (a)           The
grant of Options, Restricted Stock, Restricted Stock Units, and Performance
Share Awards shall reduce the number of shares of Stock available for grant of
Awards under the Plan by the maximum number of shares of Stock subject to such
an Award, and that number shall remain unavailable until exercise, maturity or
lapse of that Award.  If any Award granted under the Plan expires or
terminates without exercise, the Stock no longer subject to such Award will be
available to be re-awarded under the Plan.

       

      
        
           

        

        
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      (b)           The
grant of SARs shall reduce the number of shares available for grant of Awards
under the Plan by the number of shares subject to such an Award; provided,
however, that upon the exercise of SARs, the excess of the number of shares of
Stock with respect to which the Award is exercised over the number of shares of
Stock issued upon exercise of the Award shall again be available for grant of
Awards under the Plan.

      


      3.4           Effect of Change in Control
and Other Transactions.

       

      (a)           Except
as provided otherwise in this section or in an Award Agreement at the time an
Award is granted, notwithstanding anything to the contrary in this
Plan:

       

       

      
        (i)           if
exercise of a Stock Award is required, then in the case of Change in Control
events that arise from a merger, consolidation, share exchange or liquidation,
each Award requiring exercise that is not exercised at the Change Effective Time
shall lapse and all rights thereunder shall be forfeited immediately after the
actual consummation (in the case of an agreement which will result in a Change
in Control) or the happening of a Change in Control (the "Change Effective
Time"), if the Participant holding such Stock Award has received written notice
at least  fifteen (15) days prior to the Change Effective Time that
his right to exercise the Award in full has been accelerated and must be
exercised before the Change Effective Time to prevent such forfeiture or lapse
at the Change Effective Time, or

      

       

      
        (ii)         alternatively
to subsection (i) above, in the discretion of the Committee, a Participant
shall  receive, in lieu of the exercise of any Option or SAR, a cash
payment in an amount equal to the difference between the exercise price of the
Option or SAR upon the Change Effective Time equal to (A) in the case of a
tender offer or cash exchange offer, the final offer price paid per share of
Stock, multiplied by the number of shares of Stock covered by the Option or SAR,
or (B) in the case of any other Change in Control, the aggregate Fair Market
Value of the shares of Stock covered by the Option or SAR (as if fully vested),
or

      

       

      
        (iii)         if the
Company shall at any time merge, consolidate with or into another corporation or
association, or enter into a statutory share exchange or any other similar
transactions in which shares of Stock are converted as a matter of law into
securities or other property, and to the extent the Committee does not exercise
its discretion to cause (i) or (ii) above to be applicable to an Award, each
Participant will receive, upon the exercise of an Award after consummation of
that merger, consolidation or share exchange, the securities or property to
which a holder of the number of shares of Stock then deliverable upon the
exercise of such Award would have been entitled if such Award had been exercised
immediately prior to such merger, consolidation, or share exchange and the
Company shall take such steps in connection with such merger, consolidation or
share exchange as may be necessary to assure that the provisions of this Plan
shall thereafter be applicable, as nearly as is reasonably possible, in relation
to any securities or property thereafter deliverable upon the exercise of such
Award.  The changes in an award shall be made in a manner
that  meets the conditions of a modification that would be permitted
under Code Section 424 with respect to an Incentive Stock Option (and similar
principles for other Awards to avoid them becoming deferred compensation within
the meaning of Code Section 409A).  Any restrictions applicable under
any Award shall apply to any replacement shares received by a Participant under
this Section 3.3 as a result of a reorganization, merger, consolidation or
similar transaction; and

      

       

      
        
           

        

        
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        (iv)        if no
exercise of a Stock Award is required (e.g. with respect to Restricted Stock or
a Restricted Stock Unit or Performance Share), and subparagraph (b) hereof does
not apply, to the extent provided in an Award Agreement, an Award that is not
deferred compensation under Code Section 409A shall become nonforfeitable in
full immediately before the Change Effective Time, and Awards that are subject
to Code Section 409A shall continue or be paid as provided in the Award
Agreement.

      

       

      Section
4 -- ADMINISTRATION

       

      4.1           Committee
Governance.   This Plan shall be adminis­tered by the
Committee.  The Committee shall select one of its mem­bers as the
chairperson of the Committee and shall hold meetings at such times and places as
it may determine.  The Committee may appoint a secretary and, subject
to the provisions of the Plan and to poli­cies determined by the Board, may
make such rules and regulations for the conduct of its business as it shall deem
advisable.  Writ­ten action of the Committee may be taken by a
majority of its mem­bers, and actions so taken shall be fully effective as
if taken by a vote of a majority of the members at a meeting duly called and
held.  A majority of Committee members shall constitute a quorum for
purposes of meeting.  The act of a majority of the members present at
any meeting for which there is a quorum shall be a valid act of the
Committee.

      


      4.2           Committee to Interpret
Plan.  Subject to the provi­sions of the Plan, the
Committee shall have the power to (i) construe and interpret the Plan; (ii)
establish, amend or waive rules and regulations for its administration, within
the limitations set forth herein; (iii) determine and accelerate the
exercisability of any Award or the termination of any Restriction Period; (iv)
correct inconsistencies in the Plan or in any Award Agreement, or any other
instrument relating to an Award; and (v) subject to the provisions of Section
13, to amend the terms and conditions of any Award to the extent such terms and
conditions are within the discretion of the Committee as provided in the
Plan.  Notwithstanding the foregoing, no action of the Committee may,
without the consent of the person or persons entitled to exercise any
outstanding Award, adversely affect the rights of such person or
persons.  All constructions of this Plan shall be made in a manner the
Committee believes consistent with Awards under the Plan not constituting
"deferred compensation" within the meaning of Section 409A of the Code or to
comply with that Code Section's requirements, and with respect to Incentive
Stock Options, consistent with the Code and Regulations governing the
preservation of their tax treatment.

      


      4.3           Liability;
Indemnification.  No member of the Committee, nor any person to whom
it has delegated authority, shall be personally liable for any action,
interpretation or determination made in good faith with respect to the Plan or
Awards granted hereunder, and each member of the Committee (or delegatee of the
Committee) shall be fully indemnified and protected by the Company with respect
to any liability he may incur with respect to any such action, interpretation or
determination, to the maximum extent permitted by applicable law.

       

      
        
           

        

        
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      4.4           Selection of
Participants.  The Committee shall have the exclusive authority
to grant Awards from time to time to such Employees, Directors and independent
contractors as may be selected by it in its sole discretion.  The
grants shall not be deemed made, nor the Fair Market Value of the underlying
shares of Stock of an Award (if necessary) determined, until (i) a Committee
written action is unanimously signed, or (ii) a Committee resolution is duly
adopted at a meeting called in conformance with the rules governing the
Committee's operation, and Award Agreements shall be promptly prepared and
delivered to the Award recipient(s) after such grant of an Award.

      


      4.5           Decisions
Binding.   All determinations and decisions made by the
Committee or the Board pursuant to the Plan, including factual determinations,
shall be final, conclusive and binding on all persons, including the Company,
its Subsidiaries, its shareholders, Participants and their estates and
assignees.

      


      4.6           Award
Agreements.  Each Award under the Plan shall be evidenced by an
Award Agreement which shall be signed by the Chairman or Secretary of the
Committee or by an officer of the Company authorized by the Committee, and shall
contain such terms and conditions as may be approved by the Committee, which
need not be the same in all cases.  Any Award Agreement may be
supplemented or amended in writing from time to time as approved by the
Committee, provided that the terms of the Agreement as amended or supplemented,
as well as the terms of the original Award Agreement, are not inconsistent with
the provisions of the Plan.  An Employee, Director or independent
contractor who receives an Award under the Plan shall not, with respect to the
Award, be deemed to have become a Participant, or to have any rights with
respect to the Award, unless and until the Award Agreement has been signed by
the Chairman or Secretary of the Committee or by an officer of the Company
authorized by the Committee and, if required by its terms, by the Employee,
Director or independent contractor and delivered to the Committee or its
designee, and the Employee, Director or independent contractor has otherwise
complied with the applicable terms and conditions of the Award.  The
Committee may condition any Award upon the agreement by the Participant to such
confidentiality, non-competition, and non-solicitation covenants as the
Committee deems appropriate.

      


      4.7           Administration of
Performance-Based Compensation With Respect To Named
Executives.

      


      (a)           The
per-share exercise price of an Option granted to a Named Executive shall, like
all other Options hereunder, be no less than 100% of the Fair Market Value per
share on the Grant Date and such Option shall thereby qualify as
performance-based compensation under Section 162(m) of the Code.  With
respect to other Awards granted to Named Executives, the Plan may (but need not)
be administered so as to permit such Awards to qualify as performance-based
compensation under Section 162(m) of the Code under (b) below.

       

      
        
           

        

        
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      (b)           If
the Committee determines, at the time an Award other than an Option or SAR is
granted to a Participant who is, or is likely to be as of the end of the tax
year in which the Company would claim a tax deduction in connection with such
Award, a Named Executive, the Committee may provide in the Award Agreement that
the distribution of shares of Stock or cash under the Award shall be subject to
the achievement of one or more objective performance goals established by, and
the satisfaction of which is certified by, the Committee, which shall be based
on the attainment of specified levels of one of or any combination of the
following "performance criteria" for the Company as a whole or any business unit
of the Company, as reported or calculated by the Company:  (i)
revenues; (ii) earnings from operations, earnings before or after taxes,
earnings before or after interest, depreciation, amortization, incentives
service fees or extraordinary or special items; (iii) net income or net income
per share (basic or diluted); (iv) earnings per share growth or growth as
compared with a peer group of companies; (v) return on assets, return on
investment, return on capital, or return on equity; (vi) cash flow, free cash
flow, cash flow return on investment, or net cash provided by operations; (vii)
economic value created; (viii) one or more operating ratios specified with
particularity by the Committee upon the Award; (ix) stock price, dividends or
total stockholder return; (x) the accomplishment of mergers, acquisitions,
dispositions, public offerings or similar extraordinary business transactions;
or (xi) quality goals that are objectively determinable (collectively, the
"Performance Criteria").  Such performance goals also may be based on
the achievement of specified levels of Company performance (or performance of an
applicable affiliate, division or business unit of the Company) under one or
more of the Performance Criteria described above relative to the performance of
other corporations.  Such performance goals shall be set by the
Committee over a specified performance period that shall not be shorter than one
year and otherwise within the time period prescribed by, and shall otherwise
comply with the requirements of, Section 162(m) of the Code, or any successor
provision thereto, and the regulations thereunder.  Requirements shall
be established in writing by the Committee based on one or more specific
performance goals as set forth above not later than 90 days after commencement
of the performance period with respect to such Award, provided that the outcome
of the performance in respect of the goals remains substantially uncertain as of
such time.  Payment of Stock or cash in satisfaction of such an Award
is conditioned up the Committee certifying that the Performance Criteria and
other material terms of the Award were in fact satisfied.

      


      (c)           With
respect to any Award to a Named Executive that is intended to be
performance-based within the meaning of Section 162(m)(3)(C) of the Code, the
Committee may adjust downwards, but not upwards, the amount payable pursuant to
such Award, and the Committee may not waive the achievement of the applicable
performance goals except in the case of the death or Disability of the Named
Executive or upon a Change in Control.

      


      (d)           Because
the specific targets under the various  Performance Criteria set forth
in this Section 4.7 are to be determined within the discretion of the Committee,
the Performance Criteria set out above and approved by Shareholders by virtue of
approval of this Plan shall not be effective to make Awards beyond the date of
the Company's shareholder meeting that occurs in the 5th year
following the date the shareholders of the Company first approve this Plan,
unless the Performance Criteria are disclosed to and re-approved by Shareholders
of the Company on or before that time.

      


      4.8           Limitation on
Awards.  No part of any Award may be exercised, no Performance
Share shall be issued, and no Restriction Period will lapse to the extent the
exercise, issuance or lapse would cause the Participant to have compensation
from the Company and its affiliated companies for any year in excess of
$1,000,000 and which is nondeductible by the Company and its affiliated
companies pursuant to Code Section 162(m).  Any portion of an Award
that is not exercisable, not issued or for which a Restriction Period does not
lapse because of this limitation shall continue to be exercisable or shall be
issued, or the Restriction Period shall lapse, in any subsequent year in which
the exercise, issuance or lapse would not cause the loss of the Company’s or its
affiliated companies’ compensation tax deduction, provided such exercise or
issuance occurs before the Award expires, and otherwise complies with the terms
of the Plan and the Award Agreement and Code Section 409A's provisions for delay
of payment due to a Code Section 162(m).

       

      
        
           

        

        
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      Section
5 -- AWARDS UNDER THE
PLAN

      


      Subject
to the limitations of the Plan, the Committee may in its sole and absolute
discretion grant Awards in such numbers, upon such terms and at such times as it
shall determine.

      


      Section
6 -- STOCK
OPTIONS

      


      6.1           Grant.  Both
Incentive Stock Options and Nonqualified Stock Options may be granted under the
Plan, provided that Incentive Stock Options may only be granted to
Employees.  If an Option is designated as an Incentive Stock Option
but does not qualify as such under Section 422 of the Code, the Option (or
portion thereof) shall be treated as a Nonqualified Stock Option, and governed
by Section 83 of the Code.  All Options granted under the Plan shall
be evidenced by an Award Agreement in such form as the Committee may from time
to time approve.  All Options are subject to the terms and conditions
of this Section 6 and such additional terms and conditions contained in the
Award Agreement, which need not be the same in each case, not inconsistent with
the provisions of the Plan, as the Committee finds desirable.

      


      6.2           Exercise
Price.   The exercise price per share of Stock covered by
an Option shall be determined by the Committee, but shall never be less than
100% of the Fair Market Value of the Stock on the Grant Date, and provided that
an Incentive Stock Option granted to a person who on the Grant Date owns (within
the meaning of Sec­tion 424 of the Code) stock possessing more than 10% of
the total combined voting power of all classes of stock of the Com­pany or
any Subsidiary, shall have an exercise price that is at least 110% of the Fair
Market Value of the Stock on the Grant Date.

      


      6.3           Option
Period.  The Option Period shall be determined by the
Committee, and unless otherwise specifically provided in the Award Agreement, no
Option shall be exercisable later than ten years from the Grant
Date.   No Incentive Stock Option shall be exercisable later than
ten years from the Grant Date, provided that in the case of an Employee who on
the Grant Date owns or is deemed to own (within the meaning of Section 424(d) of
the Code) more than 10% of the total combined voting power of all classes of
stock of the Company or any Subsidiary, the Incentive Stock Option shall not be
exercisable later than five years from the Grant Date.   Options
may expire prior to the end of the Option Period due to the Participant's
Termination of Service as provided in Section 8, or in accordance with any
provision of the Award Agreement.  No Option may be exercised at any
time unless the Option is vested and outstanding.

      


      6.4           Limitation on Amount of
Incentive Stock Options.   The aggregate Fair Market Value
(determined as of each Option Grant Date) of Stock with respect to which a
Participant's Incentive Stock Options are exercisable for the first time during
any calendar year (under this and all other stock option plans of the Company
and any Subsidiary) shall not exceed $100,000.   In the event,
due to acceleration or otherwise, Incentive Stock Options are exercisable as of
the Grant Date in excess of the $100,000 limit described herein, such Options
shall be treated as Nonqualified Stock Options for tax purposes, in accordance
with the first-grant ordering rules of Treasury Regulation Section
1.422-4.

       

      
        
           

        

        
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      6.5           Nontransferability of
Options.  No Option shall be transferable by a Participant
otherwise than by will or the laws of descent and distribution, and an Option
shall be exer­cisable, during the Participant's lifetime, only by the
Participant (or, in the event of the Participant's legal incapacity or
incompetency, the Participant's guardian or legal representative), except as
provided in Section 14.14.

      


      6.6           Exercise.   An
Option may be exercised, so long as it is vested and outstanding, from time to
time in part or as a whole, subject to any limitations with respect to the
number of shares for which the Option may be exercised at a particular time and
to such other conditions (e.g., exercise could
be condi­tioned on performance) as the Committee in its discretion may
specify upon granting the Option or as otherwise provided in this Section
6.

      


      6.7           Method of
Exercise.  To exercise an Option, the Participant or the other
person(s) entitled to exercise the Option shall deliver to the Committee (i) a
written notice of exercise in such form as the Committee may prescribe,
specifying the number of full shares to be purchased; (ii) payment in full of
the exercise price in accordance with Section 6.8; and (iii) in the case of
Nonqualified Stock Options, any required withholding taxes as provided in
Section 15.  No shares of Stock shall be issued unless the Participant
has fully complied with the provisions of this Section 6.7.

       

      6.8           Payment of Exercise
Price.    To the extent provided in the Award
Agreement for an Option and subject to any applicable rules of Section 16 of the
Exchange Act and any exchange on which the Stock is traded at any relevant time,
payment of the exercise price may be made (i) in cash; (ii) in shares of Stock
(based on the Fair Market Value of the Stock on the date the Option is
exercised) owned by the Participant (or jointly by the Participant and his
spouse) for at least six months (one year in the case of stock acquired pursuant
to an Incentive Stock Option); such shares shall be evidenced by negotiable
certificates or by a written attestation of ownership, and only the net shares
of Stock (those equal in value to the difference between the exercise price and
the then Fair Market Value) shall be issued in satisfaction of the Option or
portion thereof being exercised; (iii) by a written election to have the Company
retain that number of shares of Stock subject to the Option having an aggregate
Fair Market Value equal to the aggregate exercise price of the Option, provided
that for an Incentive Stock Options, this right must be granted by the Committee
at the time the Option is granted and may not be added in any modification of
the Award Agreement (unless the Fair Value is then not more than the exercise
price); or (iv) by any combination thereof.   Any surrender by a
person subject to the reporting requirement of Section 16(b) of the Exchange Act
of previously owned shares of Stock upon exercise of an Option or SAR must
comply with the applicable provisions of Rule 16b-3 under the Exchange
Act.

      


      Section
7 -- STOCK
APPRECIATION RIGHTS

      


      7.1           Grant.  All
Stock Appreciation Rights ("SAR's") granted under the Plan shall be evidenced by
an Award Agreement in such form as the Committee may from time to time
approve.  All SARs are subject to the terms and conditions of this
Section 7 and such additional terms and conditions contained in the Award
Agreement, which need not be the same in each case, not inconsistent with the
Plan, as the Committee finds desirable.

       

      
        
           

        

        
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      7.2           Exercise
Price.  The exercise price per share of Stock subject to a SAR
shall be determined by the Committee at the time of grant and specified in the
Award Agreement, and shall be no less than 100% of the Fair Market Value per
share on the Grant Date.

      


      7.3           Exercise
Period.   The exercise period shall be determined by the
Committee, and unless otherwise specified in the Award Agreement, no SAR shall
be exercisable later than ten years from the Grant Date.  No SAR may
be exercised at any time unless such SAR is vested and outstanding as provided
in this Section 7.

      


      7.4           Nontransferability.  No
SAR shall  be transferable other than by will or by the laws of
descent and distribution, and SAR's shall be exer­cisable, during the
Participant's lifetime, only by the Participant (or, in the event of the
Participant's legal incapacity or incompetency, the Participant's guardian or
legal representative), except as provided in Section 14.14.

      


      7.5           Exercise.   An
SAR may be exercised, so long as it, is vested and outstanding, from time to
time in part or as a whole, subject to any limitations with respect to the
number of shares for which the SAR may be exercised at a particular time and to
such other conditions (e.g., exercise could
be condi­tioned on performance) as the Committee in its discretion may
specify upon granting the SAR or as otherwise provided in this Section
7.

      


      7.6           Method of
Exercise.  To exercise an SAR, the Participant or the other
person(s) entitled to exercise the SAR shall give written notice of exercise to
the Committee, specifying the number of full shares with respect to which the
SAR is being exercised.

      


      7.7          
Payment Upon
Exercise.  Upon the exercise of an SAR, a Participant shall be
entitled to receive an amount, in whole shares of Stock (with cash for any
fractional share), equal to the amount by which the then Fair Market Value of
one share of Stock exceeds the exercise price per share specified in the Award
Agreement, multiplied by the number of shares with respect to which the SAR is
exercised, subject to the Participant's satisfaction of any applicable tax
withholding amount in a manner acceptable to the Company.  The number
of shares of Stock to be delivered to the Participant upon exercise of an SAR
shall be based on the Fair Market Value of the Stock on the date of
exercise.  A certificate or certificates for shares of Stock acquired
upon exercise of an SAR shall be issued in the name of the Participant and
distributed to the Participant as soon as practicable following exercise,
subject to Section 14.5.  No fractional shares of Stock will be
issuable upon exercise of an SAR and, unless otherwise provided in the Award
Agreement, the Participant will receive cash in lieu of fractional
shares.

      


      Section
8 -- LIMITATIONS ON
EXERCISE OF OPTIONS AND SARs

      AFTER
TERMINATION OF SERVICE

      


      8.1          
Exercise After
Termination.  After a Participant's Termination of Service, an
Option or SAR Award may be exercised only to the extent that the Award was
exercisable immediately before the Termination of Service, but in no event after
the expiration date of the Award as specified in the Award
Agreement.  Except to the extent that shorter or longer periods are
provided in the Award Agreement, a Participant's right to exercise an Award upon
Termi­nation of Service shall terminate:

       

      
        
           

        

        
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      (i)           At
the expiration of three months (for Incen­tive Stock Options) or one year
(for Nonqualified Stock Options and SARs) after the Participant's Retirement;
provided, however, if an Incentive Stock Option is not exercised after three
months, it will remain exercisable for the longer period allowed for Retirement
as if it were a Nonqualified Stock Option and will be a Nonqualified Stock
Option when exercised; or

      


      (ii)         At
the expiration of one year in the event of Disability of the Participant;
or

      


      (iii)         At
the expiration of one year after the Participant's death if the Participant's
Termination of Service occurs by reason of death; any Award exercised under this
subparagraph (iii) may be exercised by the legal representative of the estate of
the Participant or by the person or persons who acquire the right to exercise
such Award by bequest or inheritance; or

      


      (iv)        No
later than three months after the Participant's Termination of Service for any
reason other than (A) those described in (i) through (iii) above, or (B)
Termination of Service for "Cause" as described in Section 8.2.

      


      8.2           Termination for
Cause.  In the event the Committee determines that an
Employee's employment has been terminated for Cause, the Employee shall forfeit
any and all unexercised Option and SARs immediately upon the Termination of
Service.  For purposes of this Plan, "Cause" shall mean the Employee's
(i) willful failure to substantially perform such Employee's reasonably assigned
duties, (ii) repeated gross negligence in performing such Employee's duties,
(iii) illegal conduct in performing such Employee's duties, (iv) willful actions
contrary to the Company's interest, (v) repeated refusal to comply with the
reasonable and lawful instructions of management of the Company or a Subsidiary,
or (vi) violation of the obligations imposed on the Employee under any
confidentiality or solicitation covenants to which the Employee is bound under
the terms of the Stock Option Agreement or otherwise.

      


      Section
9 -- RESTRICTED STOCK
AWARDS

      


      9.1           Grant.  All
Restricted Stock Awards granted under the Plan shall be evidenced by an Award
Agreement in such form as the Committee may from time to time
approve.  All Restricted Stock Awards are subject to the terms and
conditions in this Section 9, and such additional terms and conditions contained
in the Award Agreement, which need not be the same in each case, not
inconsistent with the provisions of the Plan, as the Committee finds
desirable.   The Company shall issue, in the name of each
Participant who is granted a Restricted Stock Award, a certificate for the
shares of Stock granted in the Award (subject to Section 14.5), as soon as
practicable after the Grant Date.  The Secretary of the Company shall
hold such certificates for the Participant's benefit until the Restriction
Period lapses or the Restricted Stock is forfeited to the Company in accordance
with the Award Agreement.

       

      
        
           

        

        
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      9.2           Restriction
Period.  The Restriction Period shall be determined by the
Committee, and shall commence on the Grant Date and expire at the time
spec­ified in the Award Agreement.  Unless otherwise provided in
the Award Agreement, in the event of a Participant's Termination of Service
during the Restriction Period for any reason, the Par­ticipant's rights to
the Stock subject to the Restricted Stock Award shall be forfeited and all such
Stock shall immediately be surrendered to the
Company.  The Committee may provide in an Award Agreement that a
Restriction Period that has not otherwise expired will end at Retirement or if
such termination occurs by virtue of Disability or death.

      


      9.3           Rights of
Participant.  Subject to the terms and conditions of the Award
Agreement, a Participant to whom Restricted Stock has been awarded shall have
the right to receive dividends thereon during the Restricted Period, to vote the
Restricted Stock and to enjoy all other stockholder rights with respect thereto,
except that (i) the Company shall retain custody of any certificates evidencing
the Restricted Stock during the Restricted Period, and (ii) the Participant may
not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the
Restricted Stock during the Restricted Period.  Any attempt by a
Participant to sell, transfer, pledge, assign or otherwise dispose of Restricted
Stock shall cause immediate forfeiture of the Award.    In
the event of any adjustment as provided in Section 3.2, new or additional shares
or securities shall be subject to the same terms and conditions as the original
Restricted Stock.

      


      9.4           Expiration of Restriction
Period.  At the expiration of the Restriction Period, the
restrictions contained in Section 9.3 and in the Award Agreement shall, except
as otherwise specifically provided in the Award Agreement, expire, and the
Company shall deliver to the Participant a certificate evidencing the
Participant's ownership of the Stock free of the restrictions.

      


      9.5           Nontransferability.   No
Restricted Stock Award shall be transferable other than by will or the laws of
descent and distribution until any restrictions applicable to such Award have
lapsed and a certificate evidencing the Participant's ownership of the stock
free of restrictions has been issued, except as provided in Section
14.14.

      


      Section
10 -- PERFORMANCE
SHARE AWARDS

      


      10.1          Grant.   All
Performance Share Awards granted under the Plan shall be evidenced by an Award
Agreement in such form as the Committee may from time to time
approve.  All Performance Share Awards are subject to the terms
and conditions of
this Section 10 and such additional terms and conditions contained in the Award
Agreement, which terms and conditions need not be the same in each case, not
inconsistent with the Plan, as the Committee finds desirable.

       

      
        
           

        

        
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      10.2          Performance
Criteria.  The performance criteria for each Performance Share
Award shall be determined by the Committee, and shall consist of service
requirements and/or any measures of performance of the Com­pany or any
Subsidiary or such other criteria as the Committee specifies; provided,
however, that Awards to Named Executives that are intended to be exempt
from the limitations of Code Section 162(m) shall use measures defined in
Section 4.7(b).  Performance
Share Awards granted under the Plan shall be evidenced by an Award Agreement
that at a minimum shall set forth (i) the number of shares of Stock that the
Participant may receive; (ii) the performance objectives (the "Performance
Goals"), which may or may not be consistent with Section 4.7, depending upon
whether the Awards is intended to be performance-based compensation exempt from
Code Section 162(m) limits; (iii) the performance period over which the
performance measure is determined (the "Performance Period"); (iv) the date on
which delivery under the Award, if any, will be made; and (v) such additional
terms and conditions, which need not be the same in each case, not inconsistent
with the Plan, as the Committee finds desirable.  At the times
specified in the Award Agreement, the Committee shall evaluate actual
performance during such performance period com­pared to the performance
criteria established for the Award, and shall determine the extent to which a
stock payment is to be made pursuant to the Performance Share
Award.  The Committee may provide in an Award Agreement that one or
more performance criteria under an Award will be deemed to have been met upon
the Retirement, death or Disability of the Participant, provided that no Award
that is intended to be exempt from Code Section 162(m) under Section 4.7(b)
shall be deemed to have been met on Retirement. However, unless otherwise
provided in the Award Agreement, in the event of a Participant's Termination of
Service for any reason before performance criteria have been met, the
Par­ticipant's rights to payment of a Performance Share Award shall be
forfeited.

      


      10.3          Payment.  Performance
Share Awards will be paid only after the Committee determines, in its sole
discretion, that the performance criteria established under Section
10.2  have been achieved, subject to such other terms and conditions
as may be included in the Award Agreement and to the Committee's right to waive
any performance criteria in its discretion, provided that, if the Performance
Share Award constitutes deferred compensation within the meaning of Section 409A
of the Code, such waiver does not constitute prohibited acceleration of
payment.  Payment shall be made, as provided in the Award Agreement in
whole shares of Stock (and the fractions in cash) having a Fair Market Value
equal to the number of shares of Stock represented by the Performance Share
Award.  A certificate or certificates for shares of Stock to be issued
pursuant to a Performance Share Award shall be issued in the name of the
Participant and distributed to the Participant following the Committee's
determination that performance criteria have been met and distribution shall be
at the time specified in the Award Agreement.  Such payment timing
shall be designed to be compliant with or exempt from Code Section
409A.  No fractional shares of Stock will be issued in connection with
a Performance Share Award and, unless otherwise provided in the Award Agreement,
the Participant will receive cash in lieu of fractional shares.

      


      10.4          Rights of
Participant.  A Participant shall not, with respect to a
Performance Share Award or any Stock that may in the future be issued under it,
have any rights as a stockholder of the Company, such as the right to vote the
shares or the right to receive dividends and other distributions, at any time
before the Participant has become the holder of record of the
Stock.

      


      10.5          Nontransferability.  No
Performance Share Award shall be transferable other than by will or by the laws
of descent and distribution, or as provided in Section 14.14

      


      Section 11 -- RESTRICTED
STOCK UNITS

      


      11.1          General.  All
Restricted Stock Units granted under the Plan shall provide for payment of Stock
or cash as provided in an Award Agreement in such form as the Committee may from
time to time approve but that, at a minimum, shall contain such terms,
conditions and restrictions on the Restricted Stock Unit and the period for
which they apply, which need not be the same in each case, not inconsistent with
the provisions of the Plan, as the Committee finds
desirable.   Unless otherwise specifically provided in an Award
Agreement, the restrictions shall be crafted so as to constitute a "substantial
risk of forfeiture" as that phrase is defined for purposes of Section
83.   The Award Agreement shall specify the terms on which
restrictions lapse and date or dates upon which the Participant shall be
entitled to receive from the Company the number of shares of Stock or cash equal
to the Fair Market Value thereof, equal to the number of Restricted Stock Units
granted under the Award.   Each Restricted Stock Unit Award shall
be designed to be exempt from or compliant with Code Section 409A.

       

      
        
           

        

        
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      11.2          Rights of
Participant.  A Participant shall not, with respect to a
Restricted Stock Unit, have any rights as a shareholder of the Company, such as
the right to vote the shares or the right to receive dividends and other
distributions, at any time before the Participant has become the holder of
record of the Stock, except as provided in Section 11.4 below.

      


      11.3          Nontransferability.  No
Restricted Stock Unit shall be transferable other than by will or by the laws of
descent and distribution, or as provided in Section 14.14.

      


      11.4          Dividends.   Unless
otherwise provided in an Award Agreement, a Participant shall not, with respect
to an Award, be entitled to any dividends for the period the Award is
outstanding. The Committee may provide in the Award Agreement for a contingent
right, granted in tandem with a specific Restricted Stock Unit, to receive an
amount in cash at substantially the same time as shareholders of the Company,
equal to the cash distributions made by the Company with respect to a share of
Stock during the period such Award is outstanding, or to have an additional
number of Restricted Stock Units credited to a Participant in respect of the
Award equal to the whole number of shares of Stock that could be purchased at
Fair Market Value with the amount of each cash distribution made by the Company
with respect to a share of Stock during the period such Award is outstanding,
provided that the time and form of payment shall be compliant with, or exempt
from, Code Section 409A.

      


      Section
12 -- CASH PERFORMANCE
AWARDS

      


      12.1          Grant.  Performance
Awards may be granted based upon, payable in or otherwise related to, in whole
or in part, shares of Stock or cash, although this Plan need not be the
exclusive mechanism for grant cash-based incentive compensation, and, to the
extent granted to be payable in Stock, shall be governed by Section 10 hereof
and shall be Performance Share Awards.  Cash Performance Awards
granted under the Plan shall be evidenced by an Award Agreement in such form as
the Committee may from time to time approve but that, at a minimum, shall set
forth (i) the amount of cash that the Participant may receive, (ii) the
Performance Criteria (as defined  in Section 4.7 hereof) and the
specific targets under any such criteria, (iii) the performance period over
which the performance measure is determined (the "Performance Period"), (iv) the
date on which payment under the Award, if any, will be made, or the event which
will trigger such payment (which shall be compliant with, or exempt from, Code
Section 409A), and (v) such additional terms and conditions, which need not be
the same in each case, not inconsistent with the Plan, as the Committee finds
desirable.

       

      
        
           

        

        
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      12.2          Payment.  The
Committee shall establish the method of calculating the amount of payment to be
made under a Cash Performance Award.  After completion of a
Performance Period, the performance of the Company or the Employee will be
measured against the Performance Criteria, and the Committee will determine
whether all, none, or any portion of a Performance Award will be
paid.

      


      12.3          Nontransferability.  No
Cash Performance Award shall be transferable other than by will or by the laws
of descent and distribution.

      


      Section
13 -- AMENDMENTS AND
TERMINATION

      


      13.1          Amendments and
Termination.  The Board may terminate, suspend, amend or alter
the Plan, but no action of the Board may:

      


      (a)        
   Impair or adversely affect the rights of a Participant in any
material way  under an outstanding Award thereto­fore granted,
without the Participant's consent, other than as specifically provided herein or
in an Award Agreement (such as in Section 3.4); or,

      


      (b)           Extend
the Option Period or exercise period of an SAR, or the vesting/payment (and
taxation) date of any other type of Award beyond that originally stated in the
Award Agreement, unless and until the Committee determines that such extension
does not constitute a deferral of compensation feature that would subject the
Award to the excise taxes provided under Code Section 409A;

      


      (c)           Decrease
the price of an Option or the base price of any SAR to less than the Fair Market
Value on the date the Award was granted; or

      


      (d)           Without
the approval of the stockholders:

      


      (i)        
    Increase the total amount of Stock which may be
delivered under the Plan;

      


      (ii)       
    Extend the period during which Awards may be granted;
or

      


      (iii)           In
the case of an outstanding Award intended to be eligible for the
performance-based compensation exemption under Section 162(m) of the Code, the
Committee shall not, without the approval of a majority of the stockholders of
the Company, amend the Plan or the Award in a manner that would adversely affect
the Award's continued eligibility for the performance-based compensation
exemption under Section 162(m) of the Code.

      


      13.2          Conditions on
Awards.  In granting an Award, the Com­mittee may establish
any conditions that it determines are con­sistent with the purposes and
provisions of the Plan.

       

      13.3          No
Repricing.  Except
for adjustments made pursuant to Section 3.2, or repricing that is specifically
approved by the Company's shareholders, the exercise price for any outstanding
Option or SAR shall not be decreased after the Grant Date, nor may any
outstanding Option or SAR be surrendered to the Company as consideration for the
grant of a new Option or SAR with a lower exercise
price.

       

      
        
           

        

        
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      13.4          No
Reload Rights.  Awards
shall not contain any provision entitling the Participant to an automatic grant
of additional Awards in connection with any exercise of the original
Award.

      


      13.5          Selective
Amendments.  Any amendment or alteration of the Plan may be
limited to, or may exclude from its effect, par­ticular classes of
Participants.

      


      Section 14 -- GENERAL
PROVISIONS

      


      14.1          Section
409A Compliance.  Notwithstanding
any other provision of the Plan, any  Award under the Plan that comes
within the meaning of Code Section 409A's definition of "deferred compensation"
shall be designed and granted in such a way as to comply with that Code
Section's election timing rules, limitations on distribution triggering events,
and must specify in the Award Agreement the time and form of payment of the
Award, with any
changes in time or form of payment made in
accordance with Code Section 409A's
provisions.

      


      14.2          Issuance
of Stock.  If an Award
is
to be
satisfied in Stock, the Company will deliver
to the Participant the
shares of Stock at the
times provided in this Plan and the Award Agreement either by
(i) physical delivery of the certificate(s) for such shares, or (ii)
book entry to a brokerage account of the Participant, free and clear of any
lapsed
restrictions.

      


      14.3          Unfunded Status of
Plan.  The Plan is intended to constitute an "unfunded" plan
for incentive compensation, and the Plan is not intended to constitute a plan
subject to the provi­sions of the Employee Retirement Income Security Act of
1974, as amended, and shall not extend, with respect to any payments not yet
made to a Participant, any rights that are greater than those of a general
creditor of the Company.

      


      14.4          Transfers, Leaves of Absence
and Other Changes in Status.  For purposes of the Plan (i) a
transfer of an Employee from the Company to a Subsidiary or vice versa, or from
one Subsidiary to another, or (ii) a leave of absence not in excess of 90 days
duly authorized in writing by the Company or a Subsidiary for mili­tary
service, sickness or any other purpose approved by the Company or a Subsidiary,
shall not be a Termination of Service.  The Committee, in its sole
discretion subject to the terms of the Award Agreement, shall determine the
disposition of all Awards made under the Plan in all cases involving any
substantial change in employment status other than an event described in this
Section 14.4.

      


      14.5          Restrictions
on Distribution of Stock.  The Committee may require
Participants receiving Stock pursuant to any Award under the Plan to represent
to and agree with the Com­pany in writing that the Participant is acquiring
the Stock for investment without a view to distribution thereof.  No
Stock shall be issued or transferred pursuant to an Award unless the Committee
determines, in its sole discretion, that such issuance or transfer complies with
all relevant provisions of law, including but not limited to, the (i)
limitations, if any, imposed in the state of issuance or transfer, (ii)
restrictions, if any, imposed by the Securities Act of 1933, as amended, the
Exchange Act, and the rules and regulations
promulgated thereunder, and (iii) requirements of any stock exchange upon which
the Stock may then be listed.  The certificates for Stock issued
pursuant to an Award may include any legend that the Committee deems appropriate
to reflect any restrictions on transfer.  The Company shall not be
obligated to register any securities covered hereby or to take any affirmative
action to facilitate
the sale, transfer or other disposition of Stock issued of
Stock pursuant to an Award to comply with any law or regulation of any
governmental authority.

       

      
        
           

        

        
          19

          
            

          

        

        
           

        

      

      
 

      14.6         Assignment
Prohibited.  Subject to the provisions of the Plan and the
Award Agreement, no Award shall be assigned, transferred, pledged or otherwise
encumbered by the Participant otherwise than by will or by the laws of descent
and distribu­tion, and an Award shall be exercisable, during the
Partici­pant's lifetime, only by the Participant.  Awards shall
not be pledged or hypothecated in any way, and shall not be subject to any
execution, attachment, or similar process.  Any attempted transfer,
assignment, pledge, hypothecation or other disposition of an Award contrary to
the provisions of the Plan, or the levy of any process upon an Award, shall be
null, void and without effect.

      


      14.7          Other Compensation
Plans.  Nothing contained in the Plan shall prevent the Company
from adopting other compensation arrangements, subject to stockholder approval
if such approval is required.

      


      14.8          Limitation of
Authority.  No person shall at any time have any right to
receive an Award hereunder and no per­son other than a duly authorized
member of the Committee shall have authority to enter into an agreement on
behalf of the Company for the granting of an Award or to make any represen­tation or
warranty with respect thereto.  Participants shall have no rights in
respect to any
Award except as set forth in the Plan and the applicable Award
Agreement.

      


      14.9          No Right to
Employment.  Neither the action of the Company in establishing
the Plan, nor any action taken by it or by the Board or the Committee under the
Plan or any Award Agreement, nor any provision of the Plan, shall be
con­strued as giving to any person the right to be retained in the employ or
service of the Company or any other entity as an employee, director or
independent contractor or to interfere in any way with the right of the Company
or any other entity to terminate any person's service or employment at any
time.

      


      14.10        Not a
Shareholder.  The person or persons entitled to exercise, or
who have exercised, an Option or SAR shall not be entitled to any rights as a
shareholder of the Company with respect to any Stock to be issued upon such
exercise until such persons or persons shall have become the holder of record of
such Stock.

      


      14.11      
Severability.  If
any provision of this Plan is found to be illegal or unenforceable by any court
of law in any jurisdiction, the remaining provisions hereof and thereof shall be
severable and enforceable in accordance with their terms, and all provisions
shall remain enforceable in any other jurisdiction.

      


      14.12       Headings.  The
headings in this Plan have been inserted solely for convenience of reference and
shall not be considered in the interpretation or construction of this
Plan.

       

      
        
           

        

        
          20

          
            

          

        

        
           

        

      

      
 

      14.13        Governing
Law.  The validity, interpretation, construction and
administration of this Plan shall be governed by the laws of the Company's state
of incorporation, as it may change from time to time.

      


      14.14        Transfer to Permitted
Transferees.  If specifically provided in the Award Agreement,
Nonqualified Stock Options or SARs (other than those issued in tandem with
Incentive Stock Options) may be transferred by a Participant to a Permitted
Transferee.  Any attempted sale, transfer, pledge, exchange,
hypothecation or other disposition of an Award not specifically permitted by the
Plan or the Award Agreement shall be null and void and without
effect.  For purposes of the Plan, "Permitted Transferee" means (i) a
member of a Participant's immediate family, (ii) any person sharing the
Participant's household (other than a tenant or employee of the Participant),
(iii) trusts in which a person listed in (i) or (ii) above has more than 50% of
the beneficial interest, (iv) a foundation in which the Participant or a person
listed in (i) or (ii) above controls the management of assets, (v) any other
entity in which the Participant or a person listed in (i) or (ii) above owns
more than 50% of the voting interests, provided that in the case of the
preceding clauses (i) through (v), no consideration is provided for the
transfer, and (vi) any transferee permitted under applicable securities and tax
laws as determined by counsel to the Company.  In determining whether
a person is a "Permitted Transferee," immediate family members shall include a
Participant's child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships.

       

      Section 15 --
TAXES

      


      15.1          Tax
Withholding.  All Participants shall make arrangements
sat­isfactory to the Committee to pay to the Company or a Subsidiary, any
federal, state or local taxes required to be withheld with respect to an Award
issued under the Plan at the time such taxes are required to be
withheld.  If a Participant fails to make such tax payments, the
Company and its Sub­sidiary shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
Participant, including a payment related to any Award under the
Plan.

      


      15.2          Share
Withholding.   The Committee may in its discretion provide
in an Award Agreement that all or a portion of a Participant's tax withholding
obligation may be satisfied by the Company retaining shares of Stock with a Fair
Market Value equal to the amount required to be withheld.

      


      15.3          Tax
Reporting.  The Company shall reflect the exercise of any
Incentive Stock Option on an informational report as required by Section 6039 of
the Code no later than January 31st of the
year following exercise.  The compensation resulting from the exercise
of a Nonqualified Stock Option or SAR, the lapse of the restrictions of a
Restricted Stock Award or Restricted Stock Unit, or the satisfaction of the
criteria of a Performance Share Award or Cash Performance Award, and related
income and employment tax withholding related thereto, shall be reported on the
Employee's W-2 Form for the year of exercise or vesting (as the case may be) or
as may hereafter be required by the Code.

       

      
        
           

        

        
          21

          
            

          

        

        
           

        

      

      
 

      Section 16 -- EFFECTIVE DATE
OF PLAN

      


      The Plan
shall be effective on the date (the "Effective Date") when the Board adopts the
Plan, subject to approval of the Plan by a majority of the total votes eligible
to be cast by shareholders at a shareholder meeting or by written shareholder
action within 12 months of the Effective Date; provided that Awards may be
granted before obtaining shareholder approval of the Plan, but any such Awards
shall be contingent upon such shareholder approval being obtained and Awards may
not be exercised or paid before such approval.

      


      Section 17 -- TERM OF
PLAN

      


      The Plan
has no termination date, provided that no Incentive Stock Option may be issued
on or after the tenth anniversary of the Effective Date as defined in Section
16.

      


      *   *   *   *   *

      


      
        
          
            
              	
                      Board
      Approval: May 18, 2010

                    	
                      /s/ 
      JG

                    
	 
      	
                      (Secretary's
      Initials)

                    
	 
      	 
      
	
                      Shareholder
      Approval: May 18, 2010

                    	
                       /s/ 
      JG

                    
	 
      	
                      (Secretary's
      Initials)

                    


            

          

        

      

      


      


       

      


       

       

      
        
           

        

        
          22

          
            

          

        

        
           

        

      

       

      


      LIGHTYEAR
NETWORK SOLUTIONS, INC.

      2010
STOCK AND INCENTIVE COMPENSATION PLAN

      


      EMPLOYEE
STOCK OPTION AGREEMENT

      


      This is a
STOCK OPTION AGREEMENT (the "Agreement") dated as of ____________________, (the
"Grant Date") by and between Lightyear Network Solutions, Inc. (the "Company"),
and ________________________ (the "Optionee").

      


      Recitals

      


      A.           The
Board of Directors of the Company (the "Board") adopted the Lightyear Network
Solutions, Inc. 2010 Stock and Incentive Compensation Plan (the "Plan") on May
__, 2010, and the Plan is expected to be approved by the Company’s shareholders
on May __, 2010.

      


      B.           The Board
has determined that it is in the best interests of the Company and appropriate
to the stated purposes of the Plan that the Company grant to the Optionee an
option to purchase shares of the Company’s common stock ("Shares") pursuant and
subject to the terms, definitions, and conditions of the Plan, in the form of a
stock option that is exempt from Code Section 409A.

      


      C.           Any
capitalized terms used but not defined herein shall have the respective meanings
given them in the Plan, a copy of which is attached hereto and incorporated by
reference herein in its entirety.

      


      NOW, THEREFORE, the Company
and the Optionee do hereby agree as follows:

      


      


      SECTION
1- GRANT OF
OPTION

      


      Subject
to the terms and conditions of this Agreement, the Company hereby grants to the
Optionee an option (the "Option") to purchase all or any part from time to time
of Shares as set forth below:

      
        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        TYPE OF OPTION

                                      	 	
                                        NUMBER OF SHARES

                                      
	 
      	 	 
      
	
                                        Incentive Stock Options

                                      	 	 	
                                         

                                      
	 
      	 	 
      
	
                                        Nonqualified Stock Options

                                      	 	 	
                                         

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

      SECTION
2 - OPTION
PRICE

      


      The
Option Price hereunder is $____________per Share, which is not less than 100% of
the Fair Market Value of a Share on the Grant Date.

      


      
        
           

        

        
          23

          
            

          

        

        
           

        

      

      


      SECTION
3 - DURATION OF
OPTION

      


      The
Option shall become exercisable (vested) with respect to [one-third (1/3) of the
Option Shares granted on the first annual anniversary of the Grant Date1, and
with respect to an additional one-third (1/3) of the Option Shares granted on
each of the second and third annual anniversaries/or insert alternate vesting
schedule], subject to approval of this Plan by the Company's shareholders
following the Plan's adoption by the Board in May, 2010.  Once
exercisable with respect to a number of Shares, the Option shall remain
exercisable with respect to that number of Shares (subject to reduction for
exercise) until the tenth anniversary of the Grant Date, subject to such shorter
period as might apply under Sections 6 and 8 of this Agreement.  The
Optionee’s unexercised right to purchase shares of Option Stock shall cumulate
and carry-over to subsequent twelve-month periods.

      


      SECTION
4 - EXERCISE OF
OPTION

      


      During
the Option Period, the Optionee may exercise the Option upon compliance with the
following additional terms:

      


      (a)           Method of
Exercise.  The Optionee shall exercise portions of the Option
by written notice, which shall:

      


      (i)    
        state the election to exercise the
Option, the number of Shares in respect of which it is being exercised, and the
Optionee’s address and Social Security Number;

      


      (ii)    
       contain such representations and
agreements, if any, as the Company’s Board or the Committee may require
concerning the holder’s investment intent regarding such Shares;

      


      (iii)           be
signed by the Optionee; and

      


      (iv)           be
in writing and delivered in person or by certified mail to the Chairman of the
Committee.

      


      (b)           Payment Upon Exercise of
Option.  Payment of the full Option Price for Shares upon which
the Option is exercised, plus any income and employment tax withholding (if
applicable), shall accompany the written notice of exercise described above.
Payment may be made (i) in cash; (ii) by personal check; (iii) by transfer of
other Shares which (A) in the case of Shares acquired from the Company, have
been owned by the Optionee for more than six months on the date of surrender,
and (B) have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares with respect to which the Option or portion thereof
is being exercised; or (iv) with respect to the Option Price, by surrender of
Shares issuable upon the exercise of the Option having a Fair Market Value on
the date of exercise equal to the aggregate Option Price of the shares with
respect to which the Option or portion thereof is being exercised. Further, if
permitted by the Board in its discretion, when a Nonqualified Stock Option is
exercised, all or a portion of Optionee’s withholding obligation for payment of
federal, state or local taxes may be satisfied by the Company retaining Shares
of Stock with a Fair Market Value equal to the amount required to be
withheld.  The Company shall cause to be issued and delivered to the
Optionee the certificate(s) representing the Shares issuable upon exercise as
soon as practicable following the receipt of notice and payment described
above.

      


      
        
           

        

        
          24

          
            

          

        

        
           

        

      

      


      SECTION
5 - NONTRANSFERABILITY
OF OPTION

      


      The
Option shall not be transferable or assignable by the Optionee, except that
Optionee can transfer the Option to a Permitted Transferee under Section 14.14
of the Plan.  Upon any such transfer, the Permitted Transferee will be
deemed the Optionee for purposes of exercise hereunder, subject to applicable
tax rules.  The Option shall be exercisable, during the Optionee’s
lifetime, only by him.  The Option shall not be pledged or
hypothecated in any way, and shall not be subject to execution, attachment, or
similar process.  Any attempted transfer, assignment, pledge,
hypothecation, or other disposition of the Option contrary to the provisions
hereof, and the levy of any process upon the Option, shall be null, void, and
without effect.

      


      SECTION
6 - EFFECT OF
AMENDMENT, SUSPENSION,

      OR TERMINATION OF EXISTING
OPTIONS

      


      The Board
can amend or terminate the Plan at any time, and the Committee may amend your
Option Agreement, but no amendment, suspension, or termination of the Plan will
materially impair your Option without your consent, subject to the Company's
right to fully vest and accelerate your option in the event of a Change in
Control.

      


      SECTION
7 - RESTRICTIONS ON
ISSUING SHARES

      


      Shares
shall not be issued pursuant to the exercise of the Option unless the issuance
and transferability of the Shares shall comply with all relevant provisions of
law, including, but not limited to, the (i) limitations, if any, imposed by
applicable state law, and (ii) restrictions, if any, imposed by the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder by the United States Securities
and Exchange Commission.  The Committee may, in its discretion,
determine if such restrictions or such issuance of shares so complies with all
relevant provisions of law.

      


      SECTION
8 - EXERCISE AFTER
TERMINATION OF SERVICE

      


      After an
Optionee’s Termination of Service due to death, Disability or Retirement on or
after age 65, an Option may be exercised only with respect to the number of
Shares which the Optionee could have acquired by an exercise of the Option
immediately before the Termination of Service, but in no event after the
expiration date of the Option as specified in Section 3.  The right to
exercise will expire at the earlier of the expiration of the Option Period or
one year after the Employee’s death, Disability, or Retirement.2  Any
Option exercised under this Section may be exercised by the legal representative
of the estate of the Employee or by the person or persons who acquire the right
to exercise such Option by bequest or inheritance.  If the Committee determines
in the particular case that there was Cause for Termination of Service, the
right to exercise the Option shall immediately terminate upon Termination of
Service.  Absent death, Disability, Retirement, or a finding of Cause,
the Option shall remain exercisable for the shorter of the Option Period or
three months following Termination of Service.

       

      
        
           

        

        
          25

          
            

          

        

        
           

        

      

      
 

      For
purposes of this Agreement, ‘Cause’ shall mean the Optionee’s (i) willful
failure to substantially perform such Optionee’s reasonably assigned duties;
(ii) repeated gross negligence in performing such Optionee’s duties; (iii)
illegal conduct in performing such Optionee’s duties; (iv) willful actions
contrary to the Company’s interest; (v) repeated refusal to comply with the
reasonable and lawful instructions of management of the Company or a Subsidiary;
or (vi) violation of the obligations imposed on the Optionee under any
confidentiality or solicitation covenants to which the Optionee is bound under
the terms of this Agreement or otherwise.

      


      SECTION
9 - ACKNOWLEDGEMENTS

      


      The
Optionee acknowledges receipt contemporaneously herewith of a copy of the Plan,
and the Optionee accepts the Option subject to all the terms and provisions of
the Plan.  Any capitalized term used herein and not otherwise defined
shall have the meaning given in the Plan.  The Optionee acknowledges
that nothing contained in the Plan or this Agreement shall (i) confer upon the
Optionee any additional rights to continued employment by the Company, or any
corporation related to the Company; or (ii) interfere in any way with the right
of the Company to terminate the Optionee’s employment or change the Optionee’s
compensation at any time.

      


      SECTION
10 - TERM OF
AGREEMENT

      


      This
Agreement shall terminate upon the earlier of (i) complete exercise or
termination of the Option; (ii) mutual agreement of the parties; or (iii)
expiration of the Option Period.

      


      IN WITNESS WHEREOF, the
parties have executed and delivered this Agreement as of the date set forth in
the preamble hereto, but actually on the dates set forth below.

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 
      	
                                            	 	
                                              LIGHTYEAR
      NETWORK SOLUTIONS, INC.

                                            
	 
      	 
      	 	 
      	 
      	 
      
	 
      	 
      	 	 
      	 
      	 
      
	
                                                
      

                                            	 	
                                              
                                                By

                                              

                                            	  	
                                               

                                            
	
                                              Optionee

                                            	 	 
      	 
      	 
      
	 
      	 
      	 	 
      	 
      	 
      
	
                                              Date:

                                            	
                                               
      

                                            	 	
                                              Title:

                                            	
                                               
      

                                            	 
      
	 
      	 
      	 	 
      	 
      	 
      
	 
      	 
      	 	 
      	 
      	 
      
	 
      	 
      	 	
                                              Date:

                                            	  
      	 
      


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         



      


      
        
           

        

        
          26

          
            

          

        

        
           

        

      

      


      


      1 Options
will vest only if the Plan has been approved by the Company’s shareholders
before or within one year of the Grant Date.

      


      2  Where
an Optionee has received Incentive Stock Options and terminates service due to
Retirement, the right to exercise will expire three months after the Optionee's
Retirement; provided, however, if an Incentive Stock Option is not exercised
after three months, it will remain exercisable for the longer period allowed for
Retirement (one year) as if it were a Nonqualified Stock Option and will be a
Nonqualified Stock Option when exercise

      


       

      


       

      


       

      


       

      


       

      


       

      


       

    

    
 

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

     

    LIGHTYEAR
NETWORK SOLUTIONS, INC.

    2010 STOCK AND INCENTIVE COMPENSATION
PLAN

    


    Restricted
Stock Award Agreement

    


    Lightyear
Network Solutions, Inc. ("LYNS") grants as of __________________ (the "Grant
Date") to ______________________________________ (the "Employee" 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 on the [third annual anniversary/or
alternate vesting schedule] of the Grant Date stated above, provided that you
have not incurred a Termination of Service with LYNS before that vesting
date.   However, your Restricted Stock will become 100% vested
upon your death, Disability or Retirement before the vesting date.

    


    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 employment by LYNS or interfere in any way with the
right of  LYNS to terminate your employment or change your
compensation at any time.

     

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

     

    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, Disability or Retirement), 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.”

    
 

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 
      	
                                                	 	
                                                  LIGHTYEAR
      NETWORK SOLUTIONS, INC.

                                                
	 
      	 
      	 	 
      	 
      	 
      
	 
      	 
      	 	 
      	 
      	 
      
	
                                                    
      

                                                	 	
                                                  
                                                    By:

                                                  

                                                	  	
                                                   

                                                
	
                                                  Employee

                                                	 	 
      	 
      	 
      
	 
      	 
      	 	 
      	 
      	 
      
	
                                                  Date:

                                                	
                                                   
      

                                                	 	
                                                        
                                                    Date:

                                                  

                                                	
                                                   
      

                                                	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       



     

     

     

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

     

    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,
and withholding taxes are immediately due.  If you make an 83(b)
election, you must make arrangements satisfactory to LYNS to pay those
withholding taxes now.

    


    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 will
therefore be subject to withholding and FICA and Medicare
taxes.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
         

      

      
        30

        
          

        

      

      
         

      

    

    


    ELECTION TO INCLUDE
VALUE

    OF RESTRICTED STOCK AWARD IN GROSS
INCOME

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

     

    ARTICLE
1

     

    __________________________
[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 employed by Almost Family or its
subsidiary, the unvested portion of the undersigned's restricted stock will be
forfeited.   The undersigned vests in the property three years
from the date of grant, or upon earlier death, disability or termination on or
after age 65.

    


    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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              ___________________________________

            


    

    


    


    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.

     

    


     

     

     

     

     

    
      
         

      

      
        32