EXECUTIVE
EMPLOYMENT AGREEMENT

      


      This EXECUTIVE EMPLOYMENT AGREEMENT
(this “Agreement”) is made
as of April 29, 2010 by and between Lightyear Network Solutions, Inc., a
Nevada corporation (the “ Company ”), and
Randy Ammon

      (“ Executive
”).

      


      WHEREAS, the Company desires
to employ Executive, and Executive desires to be employed by the Company, on the
terms set forth herein;

      


      NOW THEREFORE, in
consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

      


      Section 1. Employment.  The
Company hereby employs Executive, and Executive hereby accepts employment with
the Company, upon the terms and conditions set forth in this Agreement, for the
period of thirty-six (36) months beginning on and effective as of April 29,
2010, and ending thirty-six (36) months thereafter, unless Executive’s
employment is extended as hereinafter provided or is terminated as provided in
Section 4 hereof (the “ Employment Period
”). Thereafter, this Agreement shall be deemed extended from year to year upon
the same terms and conditions as set out herein, unless either party has
notified the other of their intent to terminate this Agreement within at least
one hundred twenty (120) days of the end of any then current Employment Period,
or unless this Agreement is terminated as provide in paragraph 4
hereof.

      


      Section 2. Position
and Duties. During the Employment Period, Executive will serve as the
Chief Operating Officer of the Company and render such managerial, analytical,
administrative and other executive services to the Company and its Affiliates,
as are from time to time necessary in connection with the management and affairs
of the Company and its Affiliates, in each case subject to the authority of the
Board (as defined below) of the Company to define and limit such executive
services, including serving as an officer, manager, employee or in any other
capacity for any Affiliate of the Company. Executive will devote his best
efforts and all of his business time and attention (except for permitted
vacation periods and reasonable periods of illness or other incapacity) to the
business and affairs of the Company and its Affiliates. Executive will perform
his duties and responsibilities to the best of his abilities in a diligent,
trustworthy, businesslike and efficient manner.

      


      Section 3. Salary
and Benefits.

      


      (a) Salary. Executive’s
compensation consists of a salary and bonus as described below and as
specifically outlined on Exhibit A to this Agreement. The Company will pay
Executive salary at a rate equal to the amount reflected on Exhibit A (the
“Salary”). Said amount may be adjusted from time to time. The Salary will be
payable in regular installments in accordance with the general payroll practices
of the Company. Executive will also be eligible for an annual salary review by
the Company and the Salary may be adjusted by the Company based on the
achievement of performance goals.

      


      (b) Bonuses. During the
Employment Period, the Company will establish cash and equity incentive bonus
programs representing potential additional incentive compensation for Executive.
Specifically, you will be eligible to be considered for a performance based
bonus as set forth on Exhibit A of this Agreement. The bonus program shall be
administered and distributed under the sole direction of the Compensation
Committee of the Board, taking into account the recommendations of senior
management of the Company and the achievement of annual goals and objectives as
established and approved by the Board. If the Employment Period during any
fiscal year is less than the full fiscal year, the bonus amount paid to
Executive, if any, attributable to any fiscal year shall be prorated for the
actual number of days of the Employment Period that elapse during such fiscal
year.

      


      (c) Benefits. During the
Employment Period, the Company will provide Executive with family health, dental
and major medical, vision and disability coverage, as well as participation
under such plans as the Board may establish or maintain from time to time for
executive officers of the Company (collectively, the “ Benefits ”).
Executive will be entitled to such paid vacation per annum as the Company shall
establish as Company policy for all management of the Company.


      
        
           


        

        
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      (d) Reimbursement of
Expenses. During the Employment Period, the Company will reimburse
Executive for all reasonable out-of-pocket expenses incurred by him during the
Employment Period in the course of performing his duties under this Agreement
which are consistent with the Company’s policies in effect from time to time
with respect to travel, entertainment and other business expenses, subject to
the Company’s requirements with respect to reporting and documentation of such
expenses.  Specifically, the Company agrees to pay up to $8,000.00
towards the Executives’ expenses for moving to Louisville, KY.

      


      Section 4. Termination.

      


      (a)           The
Employment Period will continue until the earlier of:

      


      (i)  Executive’s
resignation

      


      (A) for Good Reason on thirty (30)
days’ written notice,

      


      (B)  for
any other reason or no reason (a resignation described in this clause (i)(B)
being a resignation by the Executive “Without Good Reason”) or

      


      (C)  as
a result of Executive’s death or Disability, which resignation shall be deemed
automatically tendered upon Executive’s death or Disability; or

      


      (ii)  the giving of notice of
termination by the Company

      


      (A) for Cause or

      


      (B) for
any other reason or for no reason (a termination described in this clause
(ii)(B)being a termination by the Company “Without Cause”)

      


      For purposes of this Agreement, “Cause”
means

      


      (i)  any willful or
intentional act of Executive that has the effect of injuring the reputation or
business of the Company or its Affiliates in any material respect,

      


      (ii)  Executive’s use of
illegal drugs,

      


      (iii)  that the Executive has
materially failed to perform his duties hereunder and such failure continues
uncured for 30 days after notice to Executive by the Company; provided, the
foregoing notice shall only be required with respect to one material breach that
occurs in any 12-month period, or

      


      (iv)  Executive’s indictment,
conviction or a plea of guilty or no contest or similar plea with respect to, a
felony, an act of fraud or embezzlement, a breach of fiduciary duty to the
Company or any of its Subsidiaries, or a (v) breach of any of Sections 6, 7 or 8
of this Agreement.

      


           For
the purposes of this Agreement, “Good Reason” means

      


      (i)  any substantial
diminution in the Executive’s professional responsibilities,

      


      (ii)  any intentional act
which creates a workplace environmental that, by duress or otherwise, makes it
impossible for Executive to continue his employment,

      


      (iii)  a reduction in Salary
or the overall level of other compensation and benefits to which Executive is
entitled under this Agreement, or


      
        
           


        

        
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      (iv)  the failure by the
Company to pay the Executive any portion of the Executive’s current compensation
when due and such failure continues for 7 days after notice to Company from
Executive provided that the foregoing notice shall only be required with respect
to one such failure in any 12-month period. For avoidance of doubt, Executive
hereby acknowledges that the Board may from time to time reorganize the
operations of the Company resulting in a change in Executive’s title or direct
employer, which change alone shall not constitute Good Reason so long as any
change in title or reporting responsibilities results in no substantial
diminution in Executive’s responsibilities and any new direct employer agrees to
be bound by the terms and conditions of this Agreement, without modification
other than to reflect the change in title and employer.

      


      (b) In the event the Employment Period
is terminated by the Company Without Cause or the Executive resigns for Good
Reason, then, so long as Executive continues to comply with Sections 6, 7 and 8
hereof, and so long as Executive executes and delivers to the Company
immediately prior to the payment of such first installment a release in the form
of Exhibit B, then Executive will be entitled to receive an amount (the “Severance Amount”)
equal to twelve (12) months pay at the rate of Executive’s Salary in effect at
the Termination Date and payable in accordance with the Company’s regular
payment schedule in effect at the Termination Date. In addition, in connection
with termination described in the preceding sentence, Executive shall be
entitled to receive

      


      (i) any incentive payments earned and
accrued but not yet paid to Executive prior to the Termination
Date,

      


      (ii)
continued medical coverage during the Severance Term pursuant to COBRA at the
Company’s expense; and

      


      (iii) all accrued and unpaid Salary and
unused vacation time through the Termination Date and all unreimbursed business
expenses incurred through the Termination Date; provided, as a condition to
receiving the Severance Amount or any payment or benefit described in paragraphs
4(b)(i) and 4(b)(ii).

      


      (c) In the event the Employment Period
is terminated due to the Executive’s death, or resignation Without Good Reason
or by the Company with Cause then, so long as Executive continues to comply with
Sections 6, 7 and 8 hereof, Executive will be entitled to receive the items
described in paragraphs 4(b)(i) and 4(b)(iii) above.

      


      (d) In the event the Employment Period
is terminated by the Executive or the Company due to the Executive’s Disability,
then the Executive shall receive his monthly Salary and benefits through the end
of the calendar month in which such termination occurs and, so long as Executive
continues to comply with Sections 6, 7 and 8 hereof, Executive will be entitled
to receive the items described in Sections 4(b)(i),(ii) and (iii)
above.

      


      Section 5. Resignation
as Officer or Director. Upon the Termination Date, Executive will be
deemed to have resigned from each position (if any) that he then holds as an
officer or director of the Company and each of its Affiliates, and Executive
will take any and all reasonable action that the Company may request in order to
confirm or evidence such resignation.

      


      Section 6. Confidential
Information.

      


      (a)   Executive
acknowledges that the information, observations and data that may be obtained by
Executive during his employment relationship with, or through his involvement as
a consultant, contractor, representative, agent, officer, director, partner,
member or stockholder of, the Company, any of its Subsidiaries or Affiliates
thereof (each of the Company, any of its Subsidiaries or Affiliates being a
“ Related
Company ” and, collectively, the “ Related Companies
”), prior to and after the date of this Agreement concerning the business or
affairs of the Related Companies (collectively, “ Confidential
Information ”) are and will be the property of the Related Companies
(“Company Property”). Therefore, Executive agrees that he will not disclose to
any unauthorized Person or use for the account of himself or any other Person
any Company Property or Confidential Information without the prior written
consent of the Company (by the action of the Board), unless and to the extent
that such Company Property or Confidential Information has become generally
known to and available for use by the public other than as a result of
Executive’s improper acts or omissions to act, or is required to be disclosed by
law. Executive will deliver or cause to be delivered to the Company at, or
within two days of, the Termination Date, or at any other time the Company may
request, all memoranda, notes, plans, records, reports, computer tapes and
software and other documents and data (and copies thereof) containing or
relating to Company Property or Confidential Information or the business of any
Related Company which Executive may then possess or have under his
control.


      
        
           


        

        
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      (b)   This
Agreement imposes no obligation upon Executive with respect to data or
Information that: (a) was in employee’s possession before receipt from Company;
or (b) is or becomes available to the public through no fault of
Executive.  For the purposes of this section, information shall not be
deemed to be in the public domain merely because any part of said information is
embodied in general disclosures or because individual features, components or
combinations thereof are now, or become, known to the public, provided, however,
that the obligations of this section hereof shall not apply to any such part of
said information; or (c) is received in good faith by Executive from a third
party that legally possesses such Information and is not subject to an
obligation of confidentiality owed to the third party.  In the event
that Executive is required by judicial or administrative process to disclose
Information, it shall promptly notify the Company and allow the Company a
reasonable time to oppose such process.

      


      Section 7. Non-Compete,
Non-Solicitation.

      


      (a)  Non-Compete.
Executive acknowledges that during his employment relationship with, or through
his involvement as a consultant, contractor, representative, agent, officer,
director, partner, member or stockholder of, the Company, any of its
Subsidiaries, or any of their respective Affiliates or any predecessor thereof,
Executive has and will become familiar with trade secrets and Confidential
Information concerning such companies, and with investment opportunities
relating to their respective businesses, and that Executive’s services have been
and will be of special, unique and extraordinary value to the foregoing
entities. Therefore, Executive agrees that, during his employment with the
Company and for one year after the Termination Date (the “ Non-Compete Period
”), unless otherwise agreed to in writing by the Parties to this Agreement, he
will not, directly or indirectly, invest in, own, manage, operate, finance,
control, or participate in the ownership, management, operation, financing, or
control of, be employed by, render services to, or in any manner connected with
any business (in each case including on his own behalf or on behalf of another
Person), whose products, services or activities Compete  with the
products, services or activities of the Company or its Affiliates, as they now
exist or may exist during such one year period, anywhere within the United
States. For purposes of Section 7, an Executive will be deemed to Compete with
the Company if he directly or indirectly, invests in, owns, manages, operates,
finances, controls, or participates in the ownership, management, operation,
financing, or control of, is employed by, renders services to, or in any manner
works with any business that receives at least 20% of its revenue from the same
product class from which the Company receives at least 20% of its revenue.
However, that Executive may purchase or otherwise acquire up to (but not more
than) 2% of any class of securities of any enterprise (but without otherwise
directly or indirectly participating in the activities of such enterprise) if
such securities are listed on any national or regional securities exchange or
have been registered under Section 12(g) of the Securities Exchange Act of 1934.
Executive agrees that this covenant is reasonable with respect to its duration,
geographical area, and scope. By initialing in the space provided below,
Executive acknowledges that he has read carefully and had the opportunity to
consult with legal counsel regarding the provisions of this Section 7(a).
__/s/
RA_ [initial] .

      


      (b) Non-Solicitation.
During his employment with the Company and for one year thereafter, Executive
will not directly or indirectly

      


      (i)  induce or attempt to
induce any employee or independent contractor of the Company or any Subsidiary,
or their respective Affiliates to leave the employ or contracting relationship
with such entity, or in any way interfere with the relationship between any such
entity and any employee, or

      


      (ii)  induce or attempt to
induce any customer, supplier or other business relation of the Company or any
Subsidiary, or their respective Affiliates, to cease doing business with such
entity or in any way interfere with the relationship between any such customer,
supplier or other business relation and such entity. By initialing in the space
provided below,


      
        
           


        

        
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      Executive
acknowledges that he has read carefully and had the opportunity to consult with
legal counsel regarding the provisions of this Section 7(b). __/s/
RA_  [initial] .

      


      Section 8. Inventions
and Patents. Executive acknowledges that all inventions, innovations,
improvements, know how, plans, development, methods, designs, analyses,
specifications, software, drawings, reports and all similar or related
information (whether or not patentable or reduced to practice) which relate to
any of the Company’s actual or proposed business activities and which are
created, designed or conceived, developed or made by Executive during
Executive’s past or future employment by the Company, or any Subsidiary, or any
predecessor thereof (“
Work Product ”) belong to the Company, or its Subsidiaries, as
applicable. Any copyrightable work falling within the definition of Work Product
shall be deemed a “work made for hire” and ownership of all right title and
interest shall rest in the Company. Executive hereby irrevocably assigns,
transfers and conveys, to the full extent permitted by law, all right, title and
interest in the Work Product, on a worldwide basis, to the Company to the extent
ownership of any such rights does not automatically vest in the Company under
applicable law. Executive will promptly disclose any such Work Product to the
Company and perform all actions requested by the Company (whether during or
after employment) to establish and confirm ownership of such Work Product by the
Company (including without limitation, assignments, consents, powers of attorney
and other instruments.)

      


      Section 9. Enforcement.
The Company and Executive agree that if, at any time a court holds that anything
stated in any Section of this Agreement is unreasonable under circumstances then
existing, then the maximum period, scope or geographical area reasonable under
such circumstances will be substituted for the stated period, scope or area.
Because Executive’s services are unique and because Executive has access to
information of the type described in Sections 6, 7 and 8 hereof, the Company and
Executive agree that money damages would be an inadequate remedy for any breach
of Section 6, 7 or 8 hereof. Therefore, in the event of a breach of Section 6, 7
or 8 hereof, the Company and any Subsidiary thereof may, in addition to other
rights and remedies existing in their favor, apply to any court of competent
jurisdiction for specific performance and/or injunctive relief in order to
enforce, or prevent any violations of, the provisions of Section 6, 7 or 8
hereof. The provisions of Sections 6, 7 and 8 hereof are intended to be for the
benefit of the Company and any Subsidiary thereof and their respective
successors and assigns. Sections 6, 7 and 8 hereof will survive and continue in
full force in accordance with their terms notwithstanding any termination of the
Employment Period. By initialing in the space provided below, Executive
acknowledges that he has read carefully and had the opportunity to consult with
legal counsel regarding the provisions of this Section 9. __/s/ RA_ [initial] .

      


      Section 10. Representations
and Warranties of Executive. Executive represents and warrants to the
Company as follows:

      


      (a) Other Agreements.
Executive is not a party to or bound by any employment, non-compete,
non-solicitation, nondisclosure, confidentiality or similar agreement with any
other Person which would affect his performance under this Agreement other than
Executive’s prior agreement with his current employer.

      


      (b) Authorization. This
Agreement constitutes the valid and legally binding obligation of Executive,
enforceable against Executive in accordance with its terms.

      


      Section 11. Survival
of Representations and Warranties. All representations and warranties
contained herein will survive the execution and delivery of this
Agreement.

      


      Section 12. Certain
Definitions. When used herein, the following terms will have the
following meanings:

      


      “Affiliate” means, with respect to any
Person, any other Person that, directly or indirectly through one or more of its
intermediaries, controls, is controlled by or is under common control with such
Person.


      
        
           


        

        
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      “Board” means the Board of Directors of
the Company.

      


      “Business Day” means a day that is not
a Saturday, a Sunday or a statutory or civic holiday in the Commonwealth of
Kentucky or in Louisville, Kentucky.

      


      “Cause” has the meaning given in
Section 4(a).

      


      “Disability” means the failure by
Executive (by reason of accident, illness, incapacity or other disability as
determined by the Company) to perform his duties or fulfill his obligations
under this Agreement on a “full time” basis for a cumulative total of 180 days,
whether or not consecutive, within any 12-month period. The Company's
determination as to whether Executive has incurred a Disability shall be made in
good faith by the Board based on the opinion of a licensed physician selected by
the Company or its insurers.

      


      “Good Reason” has the meaning given in
Section 4(a).

      


      “Non-Compete Period” has the meaning
given in Section 7.

      


      “Person” means an individual, a
partnership, a corporation, an association, a limited liability company, a joint
stock company, a trust, a joint venture, an unincorporated organization or any
other entity (including any governmental entity or any department, agency or
political subdivision thereof).

      


      “Subsidiaries” means, with respect to
any Person, any corporation, limited liability company, partnership, association
or other business entity of which (i) if a corporation, a majority of the total
voting power of shares of stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors thereof is at the time
owned or controlled, directly or indirectly, by such Person or one or more of
the other Subsidiaries of such Person or a combination thereof, or (ii) if a
limited liability company, partnership, association or other business entity, a
majority of the partnership or other similar ownership interest thereof is at
the time owned or controlled, directly or indirectly, by any Person or one or
more Subsidiaries of such Person or entity or a combination thereof. For
purposes hereof, a Person or Persons will be deemed to have a majority ownership
interest in a limited liability company, partnership, association or other
business entity if such Person or Persons will be allocated a majority of
limited liability company, partnership, association or other business entity
gains or losses or will be or control any managing director, managing
member, or general partner of such limited liability company, partnership,
association or other business entity.

      


      “Termination Date” means the date on
which the Employment Period ends as determined by Section 4(a).

      


      “Without Cause” has the meaning given
in Section 4(a).

      


      Section 13.
Miscellaneous.

      


      (a)    Indemnification.  The
Company  will release, defend, indemnify and hold harmless the
Executive from and against any loss, debt, liability, damage, obligation, claim,
demand, judgment or settlement of any nature of kind, known or unknown,
liquidated or un-liquidated, of any third party, including without limitation
all reasonable litigation costs and attorney’s fees with respect to
Executive’s  actions while an employee with the Company.

      


      (b) Notices. All notices,
demands or other communications to be given or delivered by reason of the
provisions of this Agreement will be in writing and will be deemed to have been
given (i) on the date of personal delivery to the recipient or an officer of the
recipient, or (ii) when sent by telecopy or facsimile machine to the number
shown below on the date of such confirmed facsimile or telecopy transmission
(provided that a confirming copy is sent via overnight mail), or (iii) when
properly deposited for delivery by a nationally recognized commercial overnight
delivery service, prepaid, or by deposit in the United States mail, certified or
registered mail, postage prepaid, return receipt requested. Such notices,
demands and other communications will be sent to each party at the address
indicated for such party below:

       

      
        
           


        

        
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      Notices to Executive,
to:

      


      7775
240th St.
E

      Lakeville,
MN 55044

      


      Notices to the Company,
to:

      


      Lightyear
Network Solutions, Inc.

      1901
Eastpoint Parkway

      Louisville,
KY 40223

      Attn:
Legal Department

      


      with a copy (which will not
constitute notice to the Company) to :

      


      Frost
Brown Todd LLC

       400
West Market Street, 32
nd  Floor

      Louisville,
Kentucky 40202

      Attn:
James Giesel

      


      or to
such other address or to the attention of such other person as the recipient
party has specified by prior written notice to the sending party.

      


      (c) Consent to
Amendments. No modification, amendment or waiver of any provision of this
Agreement will be effective against any party hereto unless such modification,
amendment or waiver is approved in writing by such party. No other course of
dealing among the Company and Executive or any delay in exercising any rights
hereunder will operate as a waiver by any of the parties hereto of any rights
hereunder.

      


      (d) Successors and
Assigns. All covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto will bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not.

      


      (e) Severability.
Whenever possible, each provision of this Agreement will be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law,
such provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement.

      


      (f) Counterparts. This
Agreement may be executed simultaneously in two or more counterparts, any one of
which need not contain the signatures of more than one party, but all such
counterparts taken together will constitute one and the same
Agreement.

      


      (g) Descriptive Headings;
Interpretation. The descriptive headings of this Agreement are inserted
for convenience only and do not constitute a substantive part of this Agreement.
The use of the word “including” in this Agreement will be by way of example
rather than by limitation.

      


      (h) Governing Law. This
Agreement shall be interpreted, enforced and governed by the laws of the
Commonwealth of Kentucky. If, for any reason, any part(s) or language within any
part(s) of this Agreement shall be deemed invalid or unenforceable, all
remaining parts shall remain binding and in full force and effect.

      


      (i) Jurisdiction. Each of
the parties hereto (i) consents to submit itself to the personal jurisdiction of
any federal or state court located in Jefferson County, Kentucky in the event
any dispute arises out of this Agreement or any of the transactions contemplated
hereby, (ii) agrees that it will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court and (iii)
agrees that it will not bring any action relating to this Agreement or any of
the transactions contemplated hereby in any Court other than a federal or state
court sitting in Jefferson County, Kentucky, as applicable.


      
        
           


        

        
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      (j) Entire Agreement.
Except as otherwise expressly set forth in this Agreement, this Agreement and
the other agreements referred to in this Agreement embody the complete agreement
and understanding among the parties to this Agreement with respect to the
subject matter of this Agreement, and supersede and preempt any prior
understandings, agreements, or representations by or among the parties or their
predecessors, written or oral, which may have related to the subject matter of
this Agreement in any way.

      


      (k) Attorney’s Fees. In
the event that Company or Executive should bring suit against the other in
respect to any matters provided for in this Agreement, the prevailing party
shall be entitled to recover from the other party its reasonable attorney’s fees
and costs in connection with such suit.

      


      IN WITNESS WHEREOF, the
parties hereto have executed this Executive Employment Agreement as of the date
first written above.

       

      
        
          	 
      	
                  Lightyear
      Network Solutions, Inc.

                
	 
      	 
      
	 
      	
                  By:

                	
                    /s/   J. Sherman Henderson,
  III

                
	 
      	 
      	
                    Name:
      J. Sherman Henderson, III

                
	 
      	 
      	
                    Title:
      Chief Executive Officer

                
	 
      	 
      
	 
      	
                  EXECUTIVE

                
	 
      	 
      
	 
      	
                    /s/ Randy
  Ammon

                
	 
      	
                  Randy
      Ammon

                


        

      

       

      
        
           


        

        
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      EXHIBIT
A TO

      Randy
Ammon’s AGREEMENT

      


      
        	
                1.

              	
                Salary:
      $125,000 per year.

              


      

      


      
        	
                2.

              	
                Bonus
      - TBD

              


      

      


      
        	
                3.

              	
                If
      and when the Lightyear Stock Incentive plan is adopted by the Board of
      Directors of Lightyear and all other necessary approvals are obtained, it
      is expected that you will granted options/warrants to purchase 125,000
      shares of Lightyear Common Stock at the same price offered to others
      executives of the Company.

              


      

       

      
        
           


        

        
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      EXHIBIT
B

      


      FORM
OF RELEASE AGREEMENT

      


      This Release Agreement (this “Agreement”)
constitutes the release referred to in that certain Executive Employment
Agreement (the “Employment
Agreement”) dated
as of April 29, 2010, by and between Randy Ammon  (“Employee
”) and Lightyear Network Solutions, Inc. (the “Company
”).

      


      In consideration of the benefits set
forth in the Employment Agreement, Employee hereby settles, waives, releases and
discharges any and all claims, demands, actions or causes of actions, known or
unknown, which Employee has or may have against the Company, its subsidiaries,
affiliates, partners, directors, officers, shareholders, agents or
employees.

      


      Employee expressly acknowledges that
the Agreement includes consideration for the settlement, waiver, release and
discharge of any and all claims or actions arising from Employee’s employment,
the terms and conditions of Employee’s employment or Employee’s separation from
employment with the Company, including claims of employment discrimination,
wrongful termination or any claim arising under express or implied contract,
tort, public policy, common law or any federal, state or local statute,
ordinance, regulation or constitutional provision, including but not limited to
the Age Discrimination in Employment Act, as amended to include the Older
Workers Benefit Protection Act.

      


      Employee hereby acknowledges that
Employee has been advised to consult an attorney regarding any rights Employee
may have under the Age Discrimination in Employment Act and that Employee has
been given at least 21 days to consider the terms of this Agreement. Employee
further acknowledges that Employee has also been advised that Employee may
revoke this Agreement by advising the Company in writing of their desire to
revoke within seven (7) days after the execution of this Agreement. Upon
expiration of the seven (7) day period, this Agreement becomes irrevocable. In
addition, in the event that Employee accepts and negotiates the check tendered
with this Agreement prior to the deadlines set forth above, this Agreement
becomes irrevocable.

      


      Employee recognize that by signing this
Release Agreement, Employee may be giving up some claim, demand or cause of
action, which Employee now has or may have, of which Employee may be unaware.
Employee also acknowledges that Employee is giving up any right to seek
reemployment with the Company.

      


      Employee agrees that Employee will keep
the terms and conditions of this Agreement confidential and that Employee shall
not disclose such terms to anyone, either within or outside the Company, except
their attorney, spouse, accountant and/or financial advisor. In addition, by
signing this Agreement Employee acknowledges that while employed with the
Company Employee was exposed to confidential information including but not
limited to information regarding employees and agents of the Company and
information regarding the Company’s policies and procedures all of which is
confidential in nature. Employee agrees that Employee will not disclose any such
information to any person or entity at any time for any reason. Employee
understands further that disclosure of any such information will constitute a
breach of this Agreement and that the Company will have the right to pursue any
and all remedies to which it may be entitled as a result of that breach. If the
Company prevails in pursuing an action for breach of this Agreement against
Employee, in addition to damages, Employee agrees to pay all costs incurred by
the Company associated with any such action, including legal fees and
costs.

      


      It is understood that this Release
Agreement shall in no way affect any claims Employee may have under laws
relating to social security or unemployment benefits.

      


      This Release Agreement will be governed
by the laws of the Commonwealth of Kentucky.

       

      
        
           


        

        
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      Employee
acknowledges that Employee has read and fully understands all of the provisions
of this Release Agreement and that Employee is entering into this Agreement
freely and voluntarily.

      


           Executed
on this ___________ day of _____________, _______.

      


           _________________________________

            Name:

      
        	 
      	 
      	 
      	 
      
	
                     

              	
                STATE OF
      ____________________

              	 
      	
                §

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                §

              
	 
      	 
      	 
      	 
      
	 
      	
                COUNTY OF
      __________________

              	 
      	
                §

              


      

      


      BEFORE
ME, the undersigned authority personally appeared ______________, by me known or
who produced valid identification as described below, who executed the foregoing
instrument and acknowledged before me that he subscribed to such instrument on
this _____ day of ______________, ________.

      


      _____________________________________

      NOTARY
PUBLIC in and for the

      State of
___________________

      


      My
Commission Expires: __________________

       

      Identification
produced:


      
        
           


        

        
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