Exhibit 10.2


 


Web.com Group, Inc. Non-Qualified Deferred
Compensation Plan


 


 


 


1. Establishment
of Plan. Web.com Group, Inc. (the “Company”) hereby adopts and establishes
an unfunded deferred compensation 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. Non-Qualified Deferred Compensation 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 the deferral of Base Salary and other compensation designated
by the Committee and through additional discretionary Company Matching Contributions.


 


3. Definitions.


 


“Acceleration
Events” is defined in Section 11.1 hereof.


 


“Account”
means a hypothetical bookkeeping account(s) established in the name of each Participant and maintained by the Company to reflect
the Participant’s interests under the Plan and includes any or all of the following: (a) an Elective Deferral Account(s);
and (b) a Matching 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.


 


“Base
Salary” means the annual rate of base pay paid by the Company to or for the benefit of the Participant for services
rendered.


 


“Beneficiary”
means any person or entity, designated in accordance with Section 15.7, 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.


 


“Bonus
Compensation” means any cash compensation earned by a Participant for services rendered by a Participant under
any bonus or cash incentive plan maintained by the Company.


 






    	 



    	 	



    
 


“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 16.


 


“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. In the event the Company assumes control of an Affiliate, the Date
of Hire for any eligible Participant shall be the original Date of Hire with such Affiliate.


 


“Deferral
Election” means an election by an Eligible Employee to defer Base Salary, Bonus Compensation or any other forms
of compensation as determined by the Committee. A Participant shall make a new Deferral Election with respect to each Plan Year.


 






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“Determination
Date” means the first Valuation Date of the month following 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.


 


“Distribution
Date” means a fixed calendar date specified by a Participant in his or her Election Notice for the payment of
all or a portion of the Participant’s Elective Deferral Account.


 


“Effective
Date” means July 1, 2012.


 


“Election
Notice” means the notice or notices established from time to time by the Committee for making Deferral Elections
under the Plan. The Election Notice includes the amount or percentage of Base Salary, Bonus Compensation or other eligible compensation
to be deferred (subject to any minimum or maximum amounts established by the Committee); the Distribution Date(s); the form of
payment (lump sum or installments); and the selected Investment Options. Each Election Notice shall become irrevocable as of the
last day of the Election Period.


 


“Election
Period” means the period established by the Committee with respect to each Plan Year during which Deferral Elections
for such Plan Year must be made in accordance with the requirements of Section 409A of the Code, as follows: (a) General Rule.
Except as provided in (b) and (c) below, the Election Period shall end no later than the last day of the Plan Year immediately
preceding the Plan Year to which the Deferral Election relates.(b) Performance-based Compensation. If any Bonus Compensation constitutes
“performance-based compensation” within the meaning of Treas. Reg. Section 1.409A-1(e), then the Election Period for
such amounts shall end no later than six months before the end of the Plan Year during which the Bonus Compensation is earned (and
in no event later than the date on which the amount of the Bonus Compensation becomes readily ascertainable). (c) Newly Eligible
Employees. The Election Period for newly Eligible Employees shall end no later than thirty (30) days after the Employee first becomes
eligible to participate in the Plan and shall apply only with respect to compensation earned after the date of the Deferral Election.


 


“Elective
Deferrals” means deferrals at the election of an Eligible Employee of compensation designated as eligible for
deferral by the Committee.


 






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“Elective
Deferral Account” means a separate account maintained for each Participant to record the Elective Deferrals made
to the Plan pursuant to Section 5 and all earnings and losses allocable thereto.


 


“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 11.1(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.


 


“Matching
Contribution” means the amount the Company contributes to the Plan on behalf of any Participant pursuant to Section
6.1.


 


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


 


“Normal Retirement Date”
means the date on which a Participant incurs a Separation from Service on or after attainment of age 62.


 


“Participant”
means an Eligible Employee who elects to participate in the Plan by filing an Election Notice in accordance with Section 5.1
and any former Eligible Employee who continues to be 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. Non-Qualified Deferred Compensation 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.


 


“Re-deferral
Election” has the meaning set forth in Section 5.3.


 






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“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).


 


“State,
Local and Foreign Tax Amount” has the meaning set forth in Section 11.1(e).


 


“Trust”
has the meaning set forth in Section 15.5.


 


“Trust
Agreement” has the meaning set forth in Section 15.5.


 


“Unforeseeable
Emergency” means, within the meaning of Treas. Reg. Section 1.409A-3(i)(3), a severe financial hardship of the
Participant resulting from (a) an illness or accident of the Participant, the Participant’s spouse, or the Participant’s
dependent; (b) a loss of the Participant’s property due to casualty; or (c) such other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of
the Committee.


 


“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 such Plan Year. Any Eligible Employee may participate
in the Plan commencing as of the first day of the Plan Year, or if later, the Entry Date occurring on or after the date on which
they first become an Eligible Employee.


 


4.2 Election to Participate; Benefits
of Participation. An Eligible Employee may become a Participant in the Plan by making a Deferral Election in accordance with
Section 5. An Eligible Employee who elects to participate in the Plan by making a Deferral Election is eligible to receive
Matching Contributions in accordance with Section 6.


 


4.3 Cessation of Participation.
If a Participant ceases to be an Eligible Employee during a Plan Year, then the Participant’s Deferral Elections shall no
longer be effective 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.


 






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5. Election
Procedures.


 


5.1 Deferral Election. An Eligible
Employee may elect to defer eligible compensation as designated by the Committee by completing an Election Notice and filing it
with the Committee during the Election Period. The Election Notice must specify:


 


(a) The amount or percentage of Base Salary,
Bonus Compensation or other eligible compensation to be deferred (subject to any minimum and maximum amounts as set forth in Section
5.2);


 


(b) The Distribution Date for the Participant’s
Account (subject to the provisions of the Plan);


 


(c) The form of payment for the Participant’s
Account (lump sum or annual installments); and


 


(d) The percentage or amount of the Participant’s
Account to be allocated to each Investment Option available under the Plan.


 


5.2 Elective Deferrals. Prior
to the beginning of a Plan Year, the Committee may determine the form(s) of compensation eligible to be deferred during such Plan
Year. A Participant may elect to defer receipt of no less than two percent of Base Salary. Additional deferrals, up to an annual
maximum amount to be defined by the Committee, may be deferred from the Participant’s Base Salary, Bonus Compensation or
any other forms of compensation as determined by the Committee. Participant deferrals for any Plan Year should be made in accordance
with Deferral Election procedures as set forth in this Section 5. Compensation deferrals shall be credited to a Participant’s
Elective Deferral Account as of the business day in which the Participant’s Elective Deferrals are received by the administrative
record-keeper.


 


5.3 Re-deferrals and Changing the
Form of Payment. The Participant may make an election to re-defer Account(s) until a later Distribution Date or to change the
form of a payment (a “Re-deferral Election”); provided that the following
requirements are met:


 


(a) The re-deferral election is made at
least twelve (12) months before the original Distribution Date;


 


(b) The Distribution Date for the re-deferred
amounts is at least five years later than the original Distribution Date; and


 


(c) The re-deferral election will not
take effect for at least twelve (12) months after the re-deferral election is made.


 






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For purposes of this Section 5.3, all
payments, including installment payments, shall be treated as separate payments under Section 409A of the Code.


 


6. Company
Contributions.


 


6.1 Matching Contributions. Each
Plan Year the Company may, but need not, make a Matching Contribution to the Plan on behalf of any Participant. The Matching Contribution
may be expressed as a percentage of the Participant’s Base Salary, Bonus Compensation or other eligible compensation deferral
as determined by the Committee. Initially, the Matching Contribution applies to the first two percent of Base Salary deferred.
The amount of Matching Contributions to be made to the Plan on behalf of any Participant for a Plan Year may be determined or modified
by the Committee in its sole discretion. Any Matching Contribution shall be credited to the Participant’s Matching Contribution
Account as of the business day on which the Participant’s Matching Contributions are received by the administrative
record-keeper. The Company is under no obligation to make a Matching Contribution for a Plan Year. Matching Contributions need
not be uniform among Participants.


 


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.


 






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


 


8. Vesting.


 


8.1 Vesting of Elective Deferrals.
Participants shall be fully vested at all times in their Elective Deferrals and any earnings thereon.


 


8.2 Vesting of Matching Contributions.


 


Participants shall be vested in their Matching
Contributions in accordance with a graded vesting schedule over a period of 4 years as set forth in the following schedule:


 


	Years of Service	Vested Percentage
	 	 
	Less than 2 years	0%
	 	 
	2 year but less than 3 years	50%
	 	 
	3 years but less than 4 years	75%
	 	 
	4 years or more	100%


 


For this purpose, Years of Service of a
Participant shall be calculated from the Participant’s Date of Hire.


 


Notwithstanding the vesting schedule set
out above, the Committee may, in its discretion, establish in writing a different vesting schedule that will apply to Matching
Contributions made to the Plan on behalf of any Participant for any Plan Year.


 


8.3 Vesting of Accounts. Notwithstanding
any other provision of the Plan, all Accounts for a Participant shall become immediately 100% vested upon the first to occur of
the following events:


 


		a)	a Change in Control;



 


		b)	the Participant’s Disability;



 


		c)	the Participant’s death; or



 


		d)	termination of the Plan.



 






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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 fixed, calendar Distribution Date specified in the Participant’s Deferral Election; provided that, the Participant
must select from among the available Distribution Date(s) designated by the Committee and set forth in the Election Notice and
the Distribution Date must be at least 2 years from the Plan Year, but no later than the Participant’s Normal Retirement
Date;



 


		b)	The date that is six months after the Participant’s Normal Retirement Date;



 


		c)	The date that is six months after the Participant’s Separation from Service;



 


		d)	The Participant’s death;



 


		e)	The Participant’s Disability; and



 


		f)	The occurrence of a Change in Control.



 


 Notwithstanding the foregoing, only
Elective Deferrals are available for distribution on a specified Distribution Date in accordance with Section 9.1(a) above.


 


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 8.3, a Participant’s unvested Account
balance shall be forfeited upon the occurrence of a Payment Event other than a Specified Distribution Date pursuant to Section
9.1(a).


 


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


 






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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.


 


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


 


10. Payments
Due to Unforeseeable Emergency.


 


10.1 Request for Payment. If
a Participant suffers an Unforeseeable Emergency, he or she may submit a written request to the Committee for payment from his
or her Elective Deferral Account.


 


10.2 No Payment If Other Relief Available.
The Committee will evaluate the Participant’s request for payment due to an Unforeseeable Emergency taking into account the
Participant’s circumstances and the requirements of Section 409A of the Code. In no event will payments be made pursuant
to this Section 10 to the extent that the Participant’s hardship can be relieved: (a) through reimbursement or compensation
by insurance or otherwise; or (b) by liquidation of the Participant’s assets, to the extent that liquidation of the Participant’s
assets would not itself cause severe financial hardship.


 


10.3 Limitation on Payment Amount.
The amount of any payment made on account of an Unforeseeable Emergency shall not exceed the amount reasonably necessary to satisfy
the Participant’s financial need, including amounts necessary to pay any Federal, state or local income taxes or penalties
reasonably anticipated to result from the payment, as determined by the Committee. Furthermore, Employer Matching Contributions
are not available for withdrawal in the event of an Unforeseeable Emergency.


 






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10.4 Timing of Payment. Payments
shall be made from a Participant’s Account as soon as practicable and in any event within 30 days following the Committee’s
determination that an Unforeseeable Emergency has occurred and authorization of payment from the Participant’s Account.


 


10.5 Cessation of Deferrals.
If a Participant receives payment on account of an Unforeseeable Emergency, the Participant may make no more Elective Deferrals
for the remainder of the Plan Year.


 


11. Acceleration
Events.


 


11.1 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 11. The Committee’s determination of whether payment may be accelerated
in accordance with this Section 11 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 11.1(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.


 






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(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:


 


		(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.


 


12. 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 12 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.


 



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13. Plan
Administration.


 


13.1 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;


 


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


 


(d) determine minimum or maximum amounts,
and the types of compensation, that Participants may elect to defer under the Plan;


 


(e) 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;


 


(f) determine whether any Matching Contributions
will be made to the Plan with respect to any Plan Year and the amount of any such contributions;


 


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


 


(h) evaluate whether a Participant who
has requested payment from his or her Account on account of an Unforeseeable Emergency has experienced an Unforeseeable Emergency
and the amount of any payment necessary to satisfy the Participant’s emergency need;


 


(i) calculate deemed investment earnings
and losses;


 


(j) 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


 


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


 


13.2 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 terms or conditions of any Elective Deferral; (b) the amount, terms or conditions
of any Matching Contribution; or (c) the availability of Investment Options.


 






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13.3 Committee Decisions Final.
Subject to Section 16, 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.


 


13.4 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.


 


14. 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.


 


15. Miscellaneous.


 


15.1 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.


 


15.2 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.


 


15.3 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).


 


15.4 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.


 






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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 deferred under this Plan shall be aggregated with amounts deferred under other account balance plans.


 


15.5 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.


 


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.


 


15.6 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.


 


15.7 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.


 


15.8 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 15.7).


 


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


 


15.10 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.


 






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15.11 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.


 


16. Claims
Procedures.


 


16.1 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.


 


16.2 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.


 


16.3 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.


 


16.4 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.


 



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16.5 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;


 


(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.


 


16.6 Claims Procedures Mandatory.
The internal claims procedures set forth in this Section 16 are mandatory. If a Claimant fails to follow these claims procedures,
or to timely file a request for appeal in accordance with this Section 16, 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:
Title:	David L. Brown
Chief Executive Officer



 



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