**Exhibit 10.42**

**NON-QUALIFIED STOCK OPTION AGREEMENT**

**OF**

**LCI HOLDING COMPANY, INC.**

THIS AGREEMENT (the “Agreement”), dated March 3, 2011 is made by and among LCI Holding Company, Inc., a Delaware corporation (the “Company”), and Phillip B. Douglas, an employeeor director of the Company (or one of its Subsidiaries, as defined herein), hereinafter referred to as the “Optionee.” 

WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase shares of its Common Stock and to carry out the provisions of the 2005 Equity Incentive Plan of LCI Holding Company, Inc.(the “Plan”) (the terms of which are hereby incorporated by reference and made a part of this Agreement); and 

WHEREAS, the committee appointed to administer the Plan pursuant to Section 7.1 of the Plan (the “Committee”) hasdetermined that it would be to the advantage and best interest of the Company and its shareholders to grant the Non-Qualified Stock Option provided for herein to the Optionee as an inducement to enter into or remain in the service of the Company (orone of its Subsidiaries) and as an incentive for increased efforts during such service, and has advised the Company thereof and instructed the undersigned officers to issue said Option; 

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

*DEFINITIONS*

Whenever the following terms are used in this Agreement, they shall have the meaning specified below unless the context clearly indicatesto the contrary. Capitalized terms used in this Agreement and not defined below shall have the meaning given such terms in the Plan. The singular pronoun shall include the plural, where the context so indicates. 

Cause 

“Cause” shallmean, 

the Board’s determination that the Optionee failed to substantially perform his or her duties forthe Company (or one of its Subsidiaries) (other than any such failure resulting from the Optionee’s Disability) which is not remedied within ten (10) days after receipt of written notice from the Company (or one of its Subsidiaries)specifying such failure; 

the Board’s determination that the Optionee failed to carry out, or comply withany lawful and reasonable directive of the Board or the Optionee’s immediate supervisor, which is not remedied within ten (10) days after receipt of written notice from the Company (or one of its Subsidiaries) specifying such failure;

the Optionee’s conviction, plea of no contest, plea of *nolo contendere*, or imposition ofunadjudicated probation for any crime involving moral turpitude or any felony; 

the Optionee’s unlawful use (including being under the influence) orpossession of illegal drugs on the Company’s (or one of its Subsidiaries’) premises or while performing the Optionee’s duties and responsibilities for the Company (or one of its Subsidiaries); or 

the Optionee’s commission of a material act of fraud, embezzlement, misappropriation, willful misconduct, or breachof fiduciary duty against the Company or one of its Subsidiaries. 

Notwithstanding subsection (a), if the Optionee is a partyto an employment agreement with the Company (or one of its Subsidiaries), then “Cause” shall be defined in the applicable employment agreement. 

Company 

“Company” shall have the meaning set forth in the Recitalshereto. 

Grant Date 

“Grant Date” shall have the meaning set forth in Section 2.1. 

Option 

“Option” shall mean the Non-Qualified Stock Option to purchaseCommon Stock granted under this Agreement. 

Plan 

“Plan” shall have the meaning set forth in the Recitals hereto. 

*GRANT OF OPTION*

Grant of Option 

Inconsideration of the Optionee’s agreement to remain in the employ of the Company or one of its Subsidiaries and for other good and valuable consideration, as of the date hereof (the “Grant Date”) the Company irrevocably grants to theOptionee the Option to purchase any part or all of an aggregate of 450,000 shares of Common Stock, upon the terms and conditions set forth in the Plan and this Agreement. The Optionee hereby agrees that except as required by law, he or she will notdisclose to any Person, other than the Optionee’s spouse (if any) or personal tax or financial advisor, the grant of the Option or any of the terms or provisions hereof without the prior approval of the Committee, and the Optionee agrees that,in the discretion of the Committee, the Option shall terminate and any unexercised portion of such Option (whether or not then exercisable) shall be forfeited if the Optionee violates the non-disclosure provisions of this Section 2.1.

Option Subject to Plan 

The Option granted hereunder is subject to the terms and provisions of the Plan, including, without limitation, Article VI and Sections 8.1, 8.2 and 8.3 thereof. 

Option Price 

The purchaseprice of the shares of Common Stock covered by the Option shall be equal to $2.50 

per share (without commission or other charge). 

*EXERCISABILITY*

Commencement of Exercisability 

The Option shall become exercisable in equal installments over three consecutive years, provided that the Optionee remains continuously employed in active service by the Company (or any of itsSubsidiaries) from the Grant Date through each such applicable vesting date, as follows: 

 

**Date Option First Exercisable**
  **Cumulative Percentage****of OptionFirst****Exercisable** 
March 3, 2012
   33 1/3% 
March 3, 2013
   66 2/3% 
March 3, 2014
   100% 
Notwithstanding theforegoing provisions of this Section 3.1, upon the occurrence of the first Liquidity Event, any portion of the Option that is not yet exercisable shall, immediately prior to the effective date of such Liquidity Event, automatically becomeexercisable in full. 

No portion of the Option which is unexercisable at Termination of Employment or Termination ofDirectorship shall thereafter become exercisable. 

Duration of Exercisability 

The installments provided for in Section 3.1(a) are cumulative. Each such installment which becomes exercisable pursuant toSection 3.1 shall remain exercisable until it becomes unexercisable pursuant to Section 3.3. 

Expiration of Option 

The Option may not be exercised to any extent by anyone after the first to occur of the following events: 

The expiration of ten (10) years from the date the Option was granted; 

Except as the Committee may otherwise approve, ninety (90) days following the date of the Optionee’s Terminationof Employment or Termination of Directorship for any reason other than Cause, death or Disability; 

Except asthe Committee may otherwise approve, the date of the Optionee’s Termination of Employment or Termination of Directorship by reason of termination by the Company for Cause; 

Except as the Committee may otherwise approve, twelve (12) months following the Optionee’s Termination ofEmployment or Termination of Directorship by reason of death or Disability; or 

Except as the Committee may otherwise approve and in accordance with theprovisions of Article VIII of the Plan, the occurrence of a Liquidity Event, provided that any portion of the Option, which is exercisable as of the occurrence of the Liquidity Event, may be exercised concurrently therewith (or earlier if providedby the Committee). 

Except as the Company may otherwise agree with the undersigned with respect to the Option, if there is aTermination of Employment of the undersigned, the Company or the Investors shall have the right to purchase all or any portion of the Option (or the shares of Common Stock issued upon the exercise thereof) held by such holder or originally issued tosuch holder but held by one or more Permitted Transferees (as defined in the Stockholders Agreement) (collectively, the “Optionholder Call Group”) that is then exercisable on the following terms (the “Call Option”): 

Termination of Employment. 

**Death, Disability, Retirement, Termination other than for Cause or Termination for Good Reason. *If such Termination of Employment is (i) the result of the death or disability of theundersigned or the retirement of the undersigned at age 66, (ii) by the Company other than for Cause or (iii) by the undersigned for Good Reason then, in any such event, the Company may purchase all or any portion of the Option that isthen exercisable and held by the undersigned (or Permitted Transferee, if applicable) and the shares of Common Stock previously purchased upon full or partial exercise of such Option at a price equal to the greater of (A) $.01 per share ofCommon Stock to be purchased (or underlying the portion of the Option to be purchased), and (B) the Fair Market Value of the shares of Common Stock to be purchased or, in the case of any portion of the Option to be purchased, the differencebetween (1) the Fair Market Value of the shares of Common Stock underlying the portion of the Option to be purchased, minus (2) the aggregate purchase price of such shares of Common Stock as set forth in Section 2.3.*

**For Cause*. If such Termination of Employment is by the Company for Cause then the Company may purchase all orany portion of the Option that is then exercisable and held by the undersigned (or Permitted Transferee, if applicable) at a price equal the par value of the shares of Common Stock to be purchased (or underlying the portion of the Option to bepurchased).*

**Other than for Good Reason*. If such Termination of Employment is by the undersignedother than for Good Reason, then the Company may purchase all or any portion of the Option that is then excercisable and held by the undersigned (or Permitted Transferee, if applicable) and the shares of Common Stock previously purchased upon fullor partial exercise of such Option at a price equal to:*

*In the case of any such Termination of Employment occurring onor prior to January 1, 2009, the lesser of (A) the Net Book Value of the shares of Common Stock to be purchased (or underlying the portion of the Option to be purchased), and (B) the Fair Market Value of the shares of Common Stock tobe purchased or, in the case of any portion of the Option to be purchased, the difference between (1) the Fair Market Value of the shares of Common Stock underlying the portion of the Option to be purchased, minus (2) the aggregatepurchase price of such shares of Common Stock as set forth in Section 2.3; and*

*In the case of any suchTermination of Employment occurring after January 1, 2009, the Fair Market Value of the shares of Common Stock to be purchased or, in the case of any portion of the Option to be purchased, the difference between (1) the*

*Fair Market Value of the shares of Common Stock underlying the portion of the Option to be purchased, minus (2) the aggregate purchase price of such shares of Common Stock as set forth inSection 2.3.*

Notices; Investors’ Rights, Etc. 

*Any Call Option may be exercised by the Company by delivery of written notice thereof (the“Call Notice”) to all members of the Optionholder Call Group not later than the later of (A) the 90th day after the last day on which any Options held by the Optionee are exercisable, and (B) the 60th day after the Termination of Employment (such period, a “Call Option Exercise Period”). The Call Noticeshall state that the Company has elected to exercise the Call Option, and the number and price of the shares of Stock with respect to which the Call Option is being exercised.*

*If the Company does not deliver a Call Notice in accordance with the terms of clause (ii)(A) above,the Investors shall have the right to exercise the Call Option by delivering a Call Notice to all members of the Optionholder Call Group not later than the later of (A) the 90th day after the last day on which any Options held by the Optionee are exercisable, and (B) the 70th day after the Termination of Employment (such period, a “CallOption Exercise Period”) by following the procedure, and complying with the terms and conditions, set forth in the remainder of this Section 3.3(b) as if they were the Company.*

*Payment of Purchase Price. The Company or the Investors shall provide consideration to the undersigned equal tothe purchase price set forth in clause (i) above at the closing of any such purchase. Such consideration shall be (i) in cash or (ii) to the extent any such cash payment would constitute, result in or give rise to any breach orviolation of, or any default or right or cause of action under, any agreement for borrowed money to which the Company or any of its subsidiaries are, from time to time, a party, an interest bearing promissory note, which promissory note will bepayable when a Liquidity Event or Initial Public Offering (as defined in the Stockholders Agreement) occurs.*

Closing. The closing of any purchase of Common Stock or Options pursuant to this Section 3.3(b) shall takeplace as soon as reasonably practicable and in no event later than 30 days after termination of the applicable Call Option Exercise Period at the principal office of the Company, or at such other time and location as the parties to such purchase maymutually determine. At the closing of any purchase of Common Stock or Options following the exercise of any Call Option, the holders of the Common Stock or Options to be sold shall deliver to the Company a certificate or certificates representingthe Common Stock or Options to be purchased by the Company or the purchasing Investors free and clear of any lien or encumbrance, with any necessary stock (or equivalent) transfer tax stamps affixed and, in the case of Common Stock, duly endorsed orwith stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, and the Company or the purchasing Investors shall pay to such holder by certified or bank check or wire transfer of immediately available federal funds or suchother consideration, as may be applicable, the purchase price of the Common Stock or Options being purchased. The delivery of a certificate or certificates for Common Stock or Options by any Person selling Common Stock or Options pursuant to anyCall Option shall be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Common Stock or Options; (ii) such Person has all necessary power and authority and has takenall necessary action to sell such Common Stock or Options as contemplated; (iii) such Common Stock or Option is free and clear of any and all liens or encumbrances and (iv) there is no Adverse Claim (as defined in the StockholdersAgreement) with respect to such Common Stock or Options. 

Acknowledgment. The undersigned acknowledges and agrees that neitherthe Company, any Investor nor any Person directly or indirectly affiliated with the Company or any Investor (in each case whether as a partner, director, officer, manager, employee, agent or otherwise) shall have any duty or obligation toaffirmatively disclose to the undersigned, and the undersigned shall not have any right to be advised of, any material information regarding the Company or otherwise at any time prior to, upon, or in connection with any Termination of Employmentupon the exercise of any Call Option or any purchase of the Common Stock or Options in accordance with the terms hereof. 

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

*“Cause” shall have the meaning set forth in the Plan unless the undersigned is party to an employment contract with the Company, in which case “Cause” shall have the meaning setforth in such employment contract with the Company.*

*“Fair Market Value” shall mean, as toeach share of Common Stock as to which the same is to be calculated, the Board’s good faith determination of the fair market value of such share of Common Stock as of the applicable reference date.*

*“Good Reason” shall have the meaning set forth in the Plan unless the undersigned is party to an employmentcontract with the Company, in which case “Good Reason” shall have the meaning set forth in such employment contract with the Company.*

*“Net Book Value” shall mean, as to each share of Common Stock as to which the same is to be calculated, the Board’s good faith determination of the net book value of such share of CommonStock as of the applicable reference date.*

*“Investors” shall have the meaning ascribedthereto in the Stockholders Agreement.*

*“Stockholders Agreement” shall mean the StockholdersAgreement dated as of August 11, 2005, as amended, among the Company, the stockholders of the Company party thereto and the other parties thereto), as the same may be amended from time to time and in effect on the date of determination.*

Period. The foregoing provisions of this Section 3.3(b) shall expire upon the closing of theInitial Public Offering (as defined in the Stockholders Agreement). 

If the Company has a right to repurchase theOptionee’s shares of Common Stock pursuant to the provisions of Section 3.3(b), the Company may exercise such call right regardless of whether the Optionee continues to have a right to exercise the Option under Section 3.3(a).

Partial Exercise 

Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any timeprior to the time when the Option or portion thereof becomes unexercisable; provided, however, that each partial exercise shall be for not less than the minimum annual, exercisable installment set forth in Section 3.1 and shall be for wholeshares only. 

Exercise of Option 

The exercise of the Option shall be governed by the terms of this Agreement and the terms of the Plan, including, without limitation, the provisions of Article VI of the Plan. 

Manner of Exercise 

To theextent permitted by law or the applicable listing and/or securities rules, if any, the Optionee may pay for the shares of Common Stock with respect to which such Option or portion of such Option is exercised through (i) payment in cash;(ii) the delivery of shares of Common Stock which have been owned by the Optionee for at least six months (or such other period of time as the Committee may determine), duly endorsed for transfer to the Company with a Fair Market Value on thedate of delivery equal to the aggregate exercise price of the Option or exercised portion thereof or (iii) the surrender of shares of Common Stock then issuable upon exercise of the Option, having a Fair Market Value on the date of suchexercise equal to the aggregate exercise price of the Option (or the exercised portion thereof). 

Subject to any applicablelegal conditions or restrictions, the Company shall, upon the Optionee’s request, withhold from the shares of Common Stock otherwise issuable to the Optionee upon the exercise of the Option or any portion thereof a number of whole shares ofCommon Stock having a Fair Market Value, determined as of the date of exercise, not in excess of the minimum of tax required to be withheld by law (or such lower amount as may be necessary to avoid variable award accounting). Any adverseconsequences to the Optionee arising in connection with the share withholding procedure set forth in the preceding sentence shall be the sole responsibility of the Optionee. 

*OTHER PROVISIONS*

Not a Contract of Employment 

Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Company or any of itsSubsidiaries or shall interfere with or restrict in any way the rights of the Company or its Subsidiaries, which are hereby expressly reserved, to discharge the Optionee at any time for any reason whatsoever, with or without Cause except pursuant toan employment agreement executed by and between the Company and the Optionee and approved by the Board. 

Shares Subject to Plan andStockholders Agreement 

The Optionee acknowledges that any shares acquired upon exercise of the Option are subject to the termsof the Plan and the Stockholders Agreement, including without limitation, the restrictions set forth in Section 6.6 of the Plan. 

Construction 

This Agreementshall be administered, interpreted and enforced under the laws of the state of Delaware. 

Conformity to Securities Laws 

The Optionee acknowledges that the Plan is intended to conform to the extent necessary with all

provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission, including without limitation Rule16b-3. 

Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may beexercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules andregulations. 

Amendment, Suspension and Termination 

The Option may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board, including in accordance with the provisions ofSection 8.3 of the Plan, provided that, except as provided by Section 8.1 of the Plan, neither the amendment, suspension nor termination of this Agreement shall, without the consent of the Optionee, materially, adversely alter or impairany rights or obligations under the Option. 

*[Signature Page to Follow]*

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

 
LCI HOLDING COMPANY, INC.By: /s/ Chris A. WalkerName: Chris A. WalkerTitle: Chief Financial Officer
 
OPTIONEE: /s/ Phillip B. Douglas Name: Phillip B. Douglas Address:
Optionee’sTaxpayer IdentificationNumber: