Exhibit 10.1


 


Web.com Group, Inc. Supplemental Executive
Retirement Plan


 


1.    Establishment
of Plan. Web.com Group, Inc. (the “Company”) hereby adopts and establishes
an unfunded supplemental retirement plan for a select group of key management or highly compensated employees of the Company which
shall be known as the Web.com Group, Inc. Supplemental Executive Retirement Plan (the “Plan”).


 


2.    Purpose
of Plan. The purpose of the Plan is to provide a select group of management or highly compensated employees (within the meaning
of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA) of the Company who contribute significantly to the future business success
of the Company with supplemental retirement income benefits through discretionary Company contributions.


 


3.    Definitions.


 


“Acceleration
Events” is defined in Section 10.1 hereof.


 


“Account” means
a hypothetical bookkeeping account established in the name of each Participant and maintained by the Company to reflect the Participant’s
interests under the Plan and includes the Discretionary Contribution Account.


 


“Affiliate” means
any corporation, trade or business which is treated as a single employer with the Company under Sections 414(b) or 414(c) of the
Code and any other entity designated by the Committee as an “Affiliate” for purposes of the Plan.


 


“Beneficiary” means
any person or entity, designated in accordance with Section 14.7, entitled to receive benefits which are payable upon or
after a Participant’s death pursuant to the terms of the Plan.


 


“Board” means
the Board of Directors of the Company, as constituted from time to time.


 


“Change
in Control” means the occurrence of any of the following:


(A) a sale or other disposition in one transaction or a series
of transactions, of all or substantially all of the assets of the Company, (B) a merger or consolidation in which the Company is
not the surviving entity or if the Company is the surviving entity, as a result of which the shares of the Company’s capital
stock are converted into or exchanged for cash, securities of another entity, or other property, unless (in any case) the holders
of the Company’s outstanding shares of capital stock immediately before such transaction own fifty percent (50%) or more
of the combined voting power of the outstanding securities of the surviving entity immediately after the transaction, (C) the Company’s
stockholders approve a plan or proposal to liquidate or dissolve the Company or (D) a person or group hereafter acquires beneficial
ownership of more than fifty percent (50%) of the outstanding voting securities of the Company (all within the meaning of Section
13(d) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder). Notwithstanding the foregoing,
a Change in Control shall only be deemed to occur to the extent consistent with the requirements of Code section 409A.


 



    	 



    	 



    

 


“Claimant” has
the meaning set forth in Section 15.


 


“Code” means
the U.S. Internal Revenue Code of 1986, as amended, or any successor statute, and the Treasury Regulations and other authoritative
guidance issued thereunder.


 


“Committee” means the
Administrative Committee as appointed by the Board in its discretion from time to time and initially consisting of the Company’s
Chief Executive Officer, Chief Financial Officer, Chief Marketing Officer and Chief People Officer. Notwithstanding the foregoing,
the Compensation Committee of the Board shall act as the Committee under the Plan with respect to Eligible Employees who also are
members of the Administrative Committee. In addition, all decisions of the Administrative Committee with respect to Eligible Employees
who are subject to reporting requirements under Section 16 of the Securities Exchange Act of 1934 shall be subject to review and
approval by the Compensation Committee of the Board.


 


“Company” means Web.com
Group, Inc., a Delaware corporation, or any successor thereto and any Affiliate designated by the Committee as a sponsor of the
Plan.


 


“Date of Hire” means
the date when the Participant was first hired by the Company.


 


“Determination
Date” means the first Valuation Date of the month beginning after the date of a Payment Event.


 


“Disabled
or Disability” means that a Participant: (a) is unable 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 (b) is, 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, receiving
income replacement benefits for a period of not less than three months under an accident and health plan covering employees of
the Company; or (c) is determined to be totally disabled by the Social Security Administration.


 


“Discretionary
Contribution” means the amount the Company contributes to the Plan on behalf of a Participant, pursuant to
Section 6.1.


 



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“Discretionary
Contribution Account” means a separate account maintained for each Participant to record the Discretionary
Contributions made to the Plan pursuant to Section 6.1, plus all earnings and losses allocable thereto.


 


“Effective
Date” means July 1, 2012.


 


“Election Notice” means
the notice or notices established from time to time by the Committee for the Participant to select the form of payment for the
Participant’s Account.


 


“Eligible
Employee” means an Employee who is selected by the Committee to participate in the Plan. Participation in
the Plan is limited to a select group of the Company’s key management or highly compensated employees.


 


“Employee” means
an employee of the Company.


 


“Entry
Date” means, with respect to an Eligible Employee, the first day of the pay period following the effective
date of such Eligible Employee’s participation in the Plan.


 


“ERISA” means
the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“FICA
Amount” has the meaning set forth in Section 10.1(b).


 


“Investment
Option” means an investment fund, index or vehicle selected by the Committee and made available to Participants
for the deemed investment of their Accounts.


 


“Normal Retirement Date”
means the date on which a Participant attains a combination of at least age 62 with at least 5 Years of Service.


 


“Participant” means
an Eligible Employee and any former Eligible Employee who is entitled to a benefit under the Plan.


 


“Payment
Event” has the meaning set forth in Section 9.1.


 


“Plan” means
this Web.com Group, Inc. Supplemental Executive Retirement Plan, as amended from time to time.


 


“Plan
Year” means the twelve consecutive month period which begins on January 1 and ends on the following December
31.


 


“Separation
from Service” has the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. Section 1.409A-1(h).


 


“Specified
Employee” has the meaning set forth in Section 409A(a)(2)(B)(i) of the Code and Treas. Reg. Section 1.409A-1(i).


 



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“State,
Local and Foreign Tax Amount” has the meaning set forth in Section 10.1(e).


 


“Trust” has
the meaning set forth in Section 14.5.


 


“Trust
Agreement” has the meaning set forth in Section 14.5.


 


“Valuation
Date” means each day of the Plan Year on which the New York Stock Exchange is open for business.


 


“Year
of Service” means each twelve (12) consecutive month period of a Participant’s continuous employment with
the Company from the Date of Hire.


 


4.    Eligibility;
Participation.


 


4.1    Requirements
for Participation. The Committee shall select those Employees who shall be Eligible Employees for a Plan Year. Any Eligible
Employee may participate in the Plan commencing as of the Entry Date occurring on or after the date on which they become an Eligible
Employee.


 


4.2    Cessation
of Participation. If a Participant ceases to be an Eligible Employee during a Plan Year, then the Participant shall not receive
any further Discretionary Contributions as of the end of the Plan Year. Such Participant’s Account shall continue to be credited
with earnings and losses until the applicable Determination Date.


 


5.    Election
Procedures.


 


5.1    Election
Notice. An Eligible Employee may file an Election Notice with the Committee. The Election Notice may specify the form of payment
for the Participant’s Account (lump sum or annual installments). Such an Election Notice must be filed by a newly Eligible Employee
no later than 30 days after the employee first becomes eligible to participate in the Plan.


 


6.    Company
Contributions.


 


6.1    Discretionary
Contributions. Each Plan Year the Company may, but need not, make a Discretionary Contribution to the Plan on behalf of a Participant
in such amount as the Company shall determine in its sole discretion. Any Discretionary Contribution shall be credited to the Participant’s
Discretionary Contribution Account on the business day on which the Discretionary Contributions are received by the administrative
record-keeper. The Company is under no obligation to make a Discretionary Contribution for a Plan Year. Discretionary Contributions
need not be uniform among Participants.


 



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7.    Accounts
and Investment Options.


 


7.1    Establishment
of Accounts. The Company shall establish and maintain an Account for each Participant. The Company may establish more than
one Account on behalf of any Participant as deemed necessary by the Committee for administrative purposes.


 


7.2    Investment
Options. The Committee shall select the Investment Options to be made available to Participants for the deemed investment of
their Accounts under the Plan. The Committee may change, discontinue, or add to the Investment Options made available under the
Plan at any time in its sole discretion. A Participant may select the Investment Options for his or her Account in the Participant’s
Election Notice and may make changes to his or her selections in accordance with procedures established by the Committee.


 


7.3    Investment
Earnings. Each Account shall be adjusted for earnings or losses based on the performance of the Investment Options selected.
Earnings and losses shall be computed on each Valuation Date. The amount paid to a Participant on the payment date shall be determined
as of the applicable Determination Date.


 


7.4    Nature of
Accounts. Accounts are not actually invested in the Investment Options available under the Plan and Participants do not have
any real or beneficial ownership in any Investment Option. A Participant’s Account is solely a device for the measurement and determination
of the amounts to be paid to the Participant pursuant to the Plan and shall not constitute or be treated as a trust fund of any
kind.


 


7.5    Statements.
Each Participant shall be provided with statements or access to statements setting out the amounts in his or her Account which
shall be delivered at such intervals determined by the Committee.


 


8.    Vesting.


 


8.1    Vesting of
Discretionary Contributions.


 


Participants shall be vested in their Discretionary
Contributions in accordance with the following schedule:


 



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	Years of Service	 	Vested Percentage	 
	Less than 15 Years of Service	 	 	0	%
	15 Years of Service	 	 	50	%
	16 Years of Service	 	 	60	%
	17 Years of Service	 	 	70	%
	18 Years of Service	 	 	80	%
	19 Years of Service	 	 	90	%
	20 Years of Service	 	 	100	%



 


Further, the Committee may, in its discretion
but subject to Section 13, change or establish in writing a different vesting schedule from the one stated in this Section 8
that will apply to Discretionary Contributions made to the Plan on behalf of any Participant for any Plan Year.


 


8.2    Vesting of
Accounts. Notwithstanding any other provision of the Plan, all Accounts for a Participant shall become immediately 100% vested
if one of the following events occur:


 


		a)	the occurrence of a Change in Control;



 


		b)	the Participant’s Normal Retirement Date;



 


		c)	the Participant’s Disability; or



 


		d)	the Participant’s death.



 


9.    Payment
of Participant Accounts.


 


9.1    In General.
Payment of a Participant’s vested Account shall be made (or commence, in the case of installments) on the Determination Date following
the earliest to occur of the following events (each a “Payment Event”):


 


		a)	The date that is six months after a Participant’s Separation from Service, or if later, the date the Participant attains
age 55;



 


		b)	The Participant’s death;



 


		c)	The Participant’s Disability; and



 






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		d)	The occurrence of a Change in Control.



 


9.2    Timing of
Valuation. The value of a Participant’s Account on the payment date shall be determined as of the applicable Determination
Date.


 


9.3    Forfeiture
of Unvested Account Balances. Unless otherwise determined by the Committee, and subject to Section 8.2, a Participant’s
unvested Account balance shall be forfeited upon the occurrence of a Payment Event.


 


9.4    Timing of
Payments . Except as otherwise provided in this Section 9, payments shall be made or commence within 60 days of the
Determination Date.


 


9.5    Timing of
Payments to Specified Employees. Notwithstanding anything in the Plan to the contrary, if a Participant is a Specified Employee
as of the date of his or her Separation from Service, then no distribution of such Participant’s Account shall be made upon the
Participant’s Separation from Service until the first payroll date of the seventh month following the Participant’s Separation
from Service (or, if earlier, upon the date of the Participant’s death) (the “Specified Employee
Payment Date”). Any payments to which a Specified Employee otherwise would have been entitled under the Plan during
the period between the Participant’s Separation from Service and the Specified Employee Payment date shall be accumulated and paid
in a lump sum payment on the Specified Employee Payment Date.


 


9.6    Form of Payment.
Each Participant shall specify in his or her Election Notice the form of payment (lump sum or installments) for amounts in his
or her Account that are covered by the election; provided that:


 


		a)	If the Participant elects to have amounts paid in installments, the payment must be in annual installments over a term certain
not to exceed 5 years or any other permissible installment schedules selected by the Committee and set forth in the Election Notice.
Subsequent annual installments, if any, shall be valued as of January 31 of each subsequent Plan Year and paid within 60
days thereafter.



 


		b)	In the event of a Change in Control or the Participant’s death, the Participant’s Account will be distributed in
a lump sum.



 


		c)	Notwithstanding any payment election made by the Participant, the vested balance in the Participant’s Account will be
distributed in a single lump sum payment at the time designated under the Plan if, at the Determination Date, the total vested
balance in the Account is $5,000 or less.



 


In the absence of a valid election with
respect to form of payment, amounts will be paid in a single lump sum.


 






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9.7    Medium of
Payment. Any payment from a Participant’s Account shall be made in cash.


 


10.
    Acceleration Events.


 


10.1    Permissible
Acceleration Events. Notwithstanding anything in the Plan to the contrary, the Committee, in its sole discretion, may accelerate
payment of all or a portion of a Participant’s vested Account upon the occurrence of any of the events (“Acceleration
Events”) set forth in this Section 10. The Committee’s determination of whether payment may be accelerated
in accordance with this Section 10 shall be made in accordance with Treas. Reg. Section 1.409A-3(j)(4).


 


(a)   Limited Cashouts.
The Committee may accelerate payment of a Participant’s vested Account to the extent that (i) the aggregate amount in the Participant’s
Account does not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code, (ii) the payment results in the termination
of the Participant’s entire interest in the Plan and any plans that are aggregated with the Plan pursuant to Treas. Reg. Section
1.409A-1(c)(2), and (iii) the Committee’s decision to cash out the Participant’s Account is evidenced in writing no later than
the date of payment.


 


(b)   Payment of Employment
Taxes. The Committee may accelerate payment of all or a portion of a Participant’s vested Account (i) to pay the Federal Insurance
Contributions Act (FICA) tax imposed under Sections 3010, 3121(a) and 3121(v)(2) of the Code (the “FICA
Amount”), or (ii) to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding
withholding provisions of applicable state, local or foreign tax laws as a result of the payment of the FICA Amount and the additional
income tax at source on wages attributable to the pyramiding Section 3401 wages and taxes; provided, however, that the total payment
under this Section 10.1(b) shall not exceed the FICA Amount and the income tax withholding related to the FICA Amount.


 


(c)   Payment Upon Income
Inclusion. The Committee may accelerate payment of all or a portion of a Participant’s vested Account to the extent that the
Plan fails to meet the requirements of Section 409A of the Code; provided that, the amount accelerated shall not exceed the amount
required to be included in income as a result of the failure to comply with Section 409A of the Code.


 


(d)   Termination of the
Plan. The Committee may accelerate payment of all or a portion of a Participant’s vested Account upon termination of the Plan
in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix).


 


(e)   Payment of State,
Local or Foreign Taxes. The Committee may accelerate payment of all or a portion of a Participant’s vested Account for:


 






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		(i)	the payment of state, local or foreign tax obligations
arising from participation in the Plan that relate to an amount deferred under the Plan before the amount is paid or made available
to the Participant (the “State, Local and Foreign Tax Amount”); provided, however,
the accelerated payment amount shall not exceed the taxes due as a result of participation in the Plan, and/or



 


		(ii)	the payment of income tax at source on wages imposed
under Section 3401 of the Code as a result of such payment and the payment of the additional income tax at source on wages imposed
under Section 3401 of the Code attributable to the additional Section 3401 wages and taxes; provided however, the accelerated
payment amount shall not exceed the aggregate of the State, Local and Foreign Tax Amount and the income tax withholding related
to such amount.



 


(f)   Certain Offsets.
The Committee may accelerate payment of all or a portion of the Participant’s vested Account to satisfy a debt of the Participant
to the Company or an Affiliate incurred in the ordinary course of the service relationship between the Company and the Participant;
provided, however, the amount accelerated shall not exceed $5,000 and the payment shall be made at the same time and in the same
amount as the debt otherwise would have been due and collected from the Participant.


 


11.   Section
162(m) of the Code. If the Committee reasonably anticipates that if a payment were made as scheduled under the Plan it would
result in a loss of the Company’s tax deduction due to the application of Section 162(m) of the Code, such payment may be delayed
and paid during the Participant’s first taxable year in which the Committee reasonably anticipates that the Company’s tax deduction
will not be limited or eliminated by the application of Section 162(m) of the Code. Notwithstanding the foregoing, no payment
under the Plan may be deferred in accordance with this Section 11 unless all scheduled payments to the Participant and
all similarly situated Participants that could be delayed in accordance with Treas. Reg. Section 1.409A-2(b)(7)(i) are also delayed.


 


12.   Plan
Administration.


 


12.1    Administration
By Committee. The Plan shall be administered by the Committee which shall have the authority to:


 


(a)   construe and interpret
the Plan and apply its provisions;


 


(b)   promulgate, amend and
rescind rules and regulations relating to the administration of the Plan;


 






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(c)   authorize any person
to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;


 


(d)   select the Investment
Options that will be available for the deemed investment of Accounts under the Plan and establish procedures for permitting Participants
to change their selected Investment Options;


 


(e)   determine whether any
Discretionary Contributions will be made to the Plan on behalf of any Participants with respect to any Plan Year and the amount
of any such contributions;


 


(f)   select, subject to the
limitations set forth in the Plan, those Employees who shall be Eligible Employees;


 


(g)   calculate deemed investment
earnings and losses;


 


(h)   interpret, administer,
reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument, Election Notice
or agreement relating to the Plan; and


 


(i)   exercise discretion
to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan.


 


12.2    Non-Uniform
Treatment. The Committee’s determinations under the Plan need not be uniform and any such determinations may be made selectively
among Participants. Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make
non-uniform and selective determinations with regard to: (a) the amount, terms or conditions of any Discretionary Contribution;
or (b) the availability of Investment Options.


 


12.3    Committee
Decisions Final. Subject to Section 15, all decisions made by the Committee pursuant to the provisions of the Plan shall
be final and binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to
be arbitrary and capricious.


 


12.4    Indemnification.
No member of the Committee or any designee shall be liable for any action, failure to act, determination or interpretation made
in good faith with respect to the Plan except for any liability arising from his or her own wilful malfeasance, gross negligence
or reckless disregard of his or her duties.


 


13.    Amendment
and Termination.


 


The Board may, at any time, and in its
discretion, alter, amend, modify, suspend or terminate the Plan or any portion thereof; provided, however, that no such amendment,
modification, suspension or termination shall, without the consent of a Participant, adversely affect such Participant’s rights
with respect to amounts credited to or accrued in his or her Account and provided, further, that, no payment of benefits shall
occur upon termination of the Plan unless the requirements of Section 409A of the Code have been met. 


 






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14.   Miscellaneous.


 


14.1    No Employment
or Other Service Rights. Nothing in the Plan or any instrument executed pursuant thereto shall confer upon any Participant
any right to continue to serve the Company or an Affiliate or interfere in any way with the right of the Company or any Affiliate
to terminate the Participant’s employment or service at any time with or without notice and with or without cause.


 


14.2    Tax Withholding.
The Company and its Affiliates shall have the right to deduct from any amounts otherwise payable under the Plan any federal, state,
local, or other applicable taxes required to be withheld.


 


14.3    Governing
Law. The Plan shall be administered, construed and governed in all respects under and by the laws of the State of Florida,
without reference to the principles of conflicts of law (except and to the extent pre-empted by applicable Federal law).


 


14.4    Section
409A of the Code. The Company intends that the Plan comply with the requirements of Section 409A of the Code and shall be operated
and interpreted consistent with that intent. Notwithstanding the foregoing, the Company makes no representation that the Plan complies
with Section 409A of the Code and shall have no liability to any Participant for any failure to comply with Section 409A of the
Code.


 


This Plan shall constitute an “account
balance plan” as defined in Treas. Reg. Section 31.3121(v)(2)-1(c)(1)(ii)(A). For purposes of Section 409A of the Code, all
amounts contributed under this Plan shall be aggregated with amounts deferred or contributed under other account balance plans.


 


14.5    Trust.
The Company has entered into an agreement (“Trust Agreement”) with Reliance
Trust to establish an irrevocable rabbi trust, the Web.com Group, Inc. Non-Qualified Plan Trust (“Trust”), to
be effective July 1, 2012, pursuant to which Reliance Trust will serve as the trustee under the Trust to be used in connection
with the Plan.


 


The Company intends to make contributions
to the Trust which will be held by the Trust and invested and distributed in accordance with the terms of the Plan and the Trust
Agreement.


 


The Trust is intended to be a rabbi trust
and the assets of the Trust shall at all times be subject to the claims of the Company’s general creditors. 


 






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Notwithstanding the existence of the Trust,
the Plan is intended to be “unfunded” for purposes of ERISA and shall not be construed as providing income to Participants
prior to the date that amounts deferred under the Plan are paid.


 


14.6    No Warranties.
Neither the Company nor the Committee warrants or represents that the value of any Participant’s Account will increase. Each Participant
assumes the risk in connection with the deemed investment of his or her Account.


 


14.7    Beneficiary
Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries to receive the Participant’s
interest in the Plan in the event of the Participant’s death. Each designation will revoke all prior designations by the same Participant,
shall be in a form reasonably prescribed by the Committee and shall be effective only when filed by the Participant in writing
with the Company during the Participant’s lifetime. If a Participant fails to designate a beneficiary, then the Participant’s designated
beneficiary shall be deemed to be the Participant’s estate.


 


14.8    No Assignment.
Neither a Participant nor any other person shall have any right to sell, assign, transfer, pledge, anticipate or otherwise encumber,
transfer, hypothecate or convey any amounts payable hereunder prior to the date that such amounts are paid (except for the designation
of beneficiaries pursuant to Section 14.7).


 


14.9    Expenses.
The costs of administering the Plan shall be paid by the Company.


 


14.10    Severability.
If any provision of the Plan is held to be invalid, illegal or unenforceable, whether in whole or in part, such provision shall
be deemed modified to the extent of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected.


 


14.11    Headings
and Subheadings. Headings and subheadings in the Plan are for convenience only and are not to be considered in the construction
of the provisions hereof.


 


15.   Claims
Procedures.


 


15.1    Filing a
Claim. Any Participant or other person claiming an interest in the Plan (the “Claimant”)
may file a claim in writing with the Committee. The Committee shall review the claim itself or appoint an individual or entity
to review the claim.


 


15.2    Claim Decision.
The Claimant shall be notified within ninety (90) days after the claim is filed whether the claim is approved or denied, unless
the Committee determines that special circumstances beyond the control of the Plan require an extension of time, in which case
the Committee may have up to an additional ninety (90) days to process the claim. If the Committee determines that an extension
of time for processing is required, the Committee shall furnish written or electronic notice of the extension to the Claimant before
the end of the initial ninety (90) day period. Any notice of extension shall describe the special circumstances necessitating the
additional time and the date by which the Committee expects to render its decision.


 






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15.3    Notice of
Denial. If the Committee denies the claim, it must provide to the Claimant, in writing or by electronic communication, a notice
which includes:


 


(a)   The specific reason(s)
for the denial;


 


(b)   Specific reference to
the pertinent Plan provisions on which such denial is based;


 


(c)   A description of any
additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material
or information is necessary;


 


(d)   A description of the
Plan’s appeal procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring
a civil action under Section 502(a) of ERISA following a denial of the claim on appeal; and


 


(e)   If an internal rule
was relied on to make the decision, either a copy of the internal rule or a statement that this information is available at no
charge upon request.


 


15.4    Appeal Procedures.
A request for appeal of a denied claim must be made in writing to the Committee within sixty (60) days after receiving notice of
denial. The decision on appeal will be made within sixty (60) days after the Committee’s receipt of a request for appeal, unless
special circumstances require an extension of time for processing, in which case a decision will be rendered not later than one
hundred twenty (120) days after receipt of a request for appeal. A notice of such an extension must be provided to the Claimant
within the initial sixty (60) day period and must explain the special circumstances and provide an expected date of decision. The
reviewer shall afford the Claimant an opportunity to review and receive, without charge, all relevant documents, information and
records and to submit issues and comments in writing to the Committee. The reviewer shall take into account all comments, documents,
records and other information submitted by the Claimant relating to the claim regardless of whether the information was submitted
or considered in the initial benefit determination.


 


15.5    Notice of
Decision on Appeal. If the Committee denies the appeal, it must provide to the Claimant, in writing or by electronic communication,
a notice which includes:


 


(a)   The specific reason(s)
for the denial;


 


(b)   Specific references
to the pertinent Plan provisions on which such denial is based; 


 






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(c)   A statement that the
Claimant may receive on request all relevant records at no charge;


 


(d)   A description of the
Plan’s voluntary procedures and deadlines, if any;


 


(e)   A statement of the
Claimant’s right to sue under Section 502(a) of ERISA; and


 


(f)   If an internal rule
was relied on to make the decision, either a copy of the internal rule or a statement that this information is available at no
charge upon request.


 


15.6    Claims Procedures
Mandatory. The internal claims procedures set forth in this Section 15 are mandatory. If a Claimant fails to follow
these claims procedures, or to timely file a request for appeal in accordance with this Section 15, the denial of the Claim
shall become final and binding on all persons for all purposes.


 


[SIGNATURE PAGE FOLLOWS]


 



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IN WITNESS WHEREOF, Web.com Group, Inc.
has adopted this Plan as of the Effective Date written above.


 


	 	Web.com Group, Inc.	 
	 	 	 
	 	By	/s/ David L. Brown	 
	 	Name:  David L. Brown	 
	 	Title:  Chief Executive Officer	 




 



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