**Exhibit 10.41**

EARTHLINK, INC.

CHANGE-IN-CONTROL ACCELERATEDVESTINGAND SEVERANCE PLAN

THIS EARTHLINK, INC. CHANGE-IN-CONTROL ACCELERATEDVESTING AND SEVERANCE PLAN (this “Plan”) was adopted originally as of the 19th day of April, 2001 by EarthLink, Inc., aDelaware corporation (“Employer”), and its Affiliates (as defined below) forthe benefit of the eligible employees described herein and amended effective asof October 19, 2005 and amended and restated effective as of February 17, 2006.

WITNESSETH:

WHEREAS, the Employees (as defined below) arecurrently employed by Employer or an Affiliate (as defined below); and

WHEREAS, Employer and its Affiliates desire toestablish the Plan to provide certain security to the Employees in connectionwith their employment with the Employer or an Affiliate in the event of aChange in Control of the Employer (as defined below).

NOW, THEREFORE, Employer and its Affiliates herebyestablish the Plan as set forth below.

# 1.                                       Definitions.

For purposes of thisPlan:

## (a)           “Affiliate”means any entity with whom the Employer would be considered a single employerunder Code Sections 414(b) or 414(c).

## (b)           “BeneficialOwnership” means beneficial ownership as that term is used in Rule 13d-3promulgated under the Exchange Act.

## (c)           “Beneficiary”shall mean the person or entity an Employee designates, by written instrumentdelivered to the Employer or an Affiliate, to receive the benefits payableunder this Plan after the Employee’s death. If an Employee fails to designate a Beneficiary, or if no designatedBeneficiary survives the Employee, such benefits shall be paid:

### (1)           to Employee’ssurviving spouse; or

### (2)           if there is nosurviving spouse, to Employee’s living descendants per stirpes; or

### (3)           if there is neithera surviving spouse nor living descendants, to Employee’s estate.

----

## (d)           “Benefit Category”shall mean one of the following benefit categories:  (1) the Gold Benefit Category, (2) theSilver Benefit Category or (3) the Bronze Benefit Category.  For purposes of this Plan, the Gold BenefitCategory shall include the Chief Executive Officer and President of theEmployer; the Silver Benefit Category shall include the Chief Financial Officerof the Employer, the Chief Executive Officer, President and Chief FinancialOfficer of an Affiliate, and the Executive Vice Presidents of the Employer orany Affiliate; and the Bronze Benefit Category shall include the VicePresidents and the Blue Zone Classified Jobs of the Employer or anyAffiliate.  If the Employer designatesadditional Qualifying Positions, then the Employer also shall specify intowhich Benefit Category that Qualifying Position will be included.  The Employee’s Benefit Category shall bedetermined based on the Employee’s Qualifying Position at the time of theChange in Control of the Employer, and any Employee in more than one QualifyingPosition shall be deemed for purposes of this Plan to be in only the QualifyingPosition that would entitle such Employee to the greatest benefits under thisPlan.

## (e)           “BenefitsSeverance Period” shall mean (1) for an Employee in the Gold BenefitCategory, the one and one-half years, (2) for an Employee in the Silver BenefitCategory, the one and one-half years, and (3) for an Employee in the BronzeBenefit Category, the one year, beginning in each case on the Employee’sTermination of Employment.

## (f)            “Bonus Target”shall mean the annual incentive bonus payable to the Employee at the greater ofthe rate in effect on (1) the date the Change in Control of the Employer occursor (2) the date of the Employee’s Termination of Employment under thecircumstances described in Section 2(a).

## (g)           “BusinessCombination” means a reorganization, merger or consolidation of theEmployer.

## (h)           “Cash Severance”shall mean a lump-sum cash payment equal to (1) for an Employee in the GoldBenefit Category, one hundred and fifty percent (150%) of the sum of theEmployee’s Salary and Bonus Target, (2) for an Employee in the Silver BenefitCategory, one hundred and fifty percent (150%) of the sum of the Employee’sSalary and Bonus Target, and (3) for an Employee in the Bronze BenefitCategory, one hundred percent (100%) of the sum of the Employee’s Salary andBonus Target.

## (i)            “Cause”shall exist where the Employee’s Termination of Employment is by the Employeror an Affiliate upon (1) the Employee’s willful and continued failure tosubstantially perform his or her employment duties (other than any failure OnAccount of a Disability), after a written notice is delivered to the Employeeby an executive officer of the Employer or Affiliate which employs Employee orthe person in charge of the Human Resources function of such Employer orAffiliate (or if the Employee is the Chief Executive Officer or President ofthe Employer, the Chairman of the Compensation Committee of the Board of Directorsof the Employer) that specifically identifies the manner in which suchexecutive officer or person in charge of the Human Resources function (or suchChairman) believes that the Employee has failed to substantially perform his orher employment duties and after a reasonable opportunity is afforded to theEmployee to cure his or her performance failure(s), or (2) the Employeewillfully engaging in misconduct that is materially injurious to the Employeror an Affiliate, monetarily or otherwise. For purposes of this definition, no act, or failure to act, on theEmployee’s part will be considered “willful” unless done, or omitted to bedone, by the Employee not in good faith 

2

----

## and without reasonable belief that his or her act or omission was inthe best interest of the Employer or an Affiliate.  Notwithstanding the above, the Employee willnot be deemed to have had a Termination of Employment for Cause unless anduntil he or she has been given a copy of the notice of termination from anexecutive officer or person in charge of the Human Resources function (or incase of the Chief Executive Officer or President of the Employer, the Chairmanof the Compensation Committee of the Board of Directors), after reasonablenotice to the Employee and an opportunity for him or her, together with his orher counsel, to be heard before (1) the Chief Executive Officer of theEmployer, or (2) if the Employee is an officer of the Employer or an Affiliatewho has been elected or appointed by the Board of Directors of the Employer orAffiliate, as the case may be, to such office, the Board of Directors of theEmployer or Affiliate, or (3) in all cases not involving an elected officer andwhere the Chief Executive Officer of the Employer otherwise directs ordelegates this responsibility, the executive officer or person in charge of theHuman Resources function or a direct report to such Chief Executive Officer towhom such responsibility was delegated, finding that in the good faith opinionof the Chief Executive Officer, or, in the case of an elected officer, findingthat in the good faith opinion of two-thirds of the applicable Board ofDirectors, or, in all other cases, finding that in the good faith opinion ofthe applicable executive officer or person in charge of the Human Resourcesfunction or a direct report to the Chief Executive Officer to whom suchresponsibility was delegated, that the Employee committed the conduct set forthabove in clauses (1) or (2) of this definition and specifying the particularsof that finding in detail.

## (j)            “Change inControl” of the Employer means the occurrence of any of the followingevents:

### (1)           The accumulation inany number of related or unrelated transactions by any Person of BeneficialOwnership of more than fifty percent (50%) of the combined voting power of theEmployer’s Voting Stock; provided that for purposes of this subparagraph (1), aChange in Control will not be deemed to have occurred if the accumulation ofmore than fifty percent (50%) of the voting power of the Employer’s VotingStock results from any acquisition of Voting Stock (a) directly from theEmployer that is approved by the Incumbent Board, (b) by the Employer, (c) byany employee benefit plan (or related trust) sponsored or maintained by theEmployer or any Subsidiary, or (d) by any Person pursuant to a BusinessCombination that complies with clauses (a) and (b) of subparagraph (2) below;or

### (2)           Consummation of aBusiness Combination, unless, immediately following that Business Combination,(a) all or substantially all of the Persons who were the beneficial owners ofVoting Stock of the Employer immediately prior to that Business Combinationbeneficially own, directly or indirectly, at least fifty percent (50%) of thethen outstanding shares of common stock and at least fifty percent (50%)of the combined voting power of the then outstanding Voting Stock entitled tovote generally in the election of directors of the entity resulting from thatBusiness Combination (including, without limitation, an entity that as a resultof that transaction owns the Employer or all or substantially all of theEmployer’s assets either directly or through one or more subsidiaries) insubstantially the same proportions relative to each other as their ownership,immediately prior to that Business Combination, of the Voting Stock of theEmployer, and (b) at least sixty percent (60%) of the members of the Boardof Directors of the entity resulting from that Business Combination holding atleast sixty percent (60%) of the voting power of such Board of Directors weremembers of the Incumbent Board at the time of the execution of the initialagreement or of the action of the Board of Directors 

3

----

### providing for that Business Combination and as a result of or inconnection with such Business Combination, no Person has a right to diluteeither of such percentages by appointing additional members to the Board ofDirectors or otherwise without election or other action by the stockholders; or

### (3)           A sale or otherdisposition of all or substantially all of the assets of the Employer, exceptpursuant to a Business Combination that complies with clauses (a) and (b) ofsubparagraph (2); or

### (4)           Approval by theshareholders of the Employer of a complete liquidation or dissolution of theEmployer, except pursuant to a Business Combination that complies with clauses(a) and (b) of subparagraph 2; or

### (5)           The acquisition byany Person of the right to Control the Employer.

## (k)           “Code” meansthe Internal Revenue Code of 1986, amended, and any successor thereto.

## (l)            “Control”means the possession, direct or indirect, of the power to direct or cause thedirection of the management and policies of the Employer (a) through theownership of securities which provide the holder with such power excludingvoting rights attendant with such securities or (b) by contract.

## (m)          “Employee”shall mean a full-time common-law employee of Employer or an Affiliate who isemployed by the Employer or an Affiliate and selected to participate in thePlan and who holds a Qualifying Position in the Employer or an Affiliate at alltimes from initial participation in the Plan through the Change in Control ofthe Employer.  All full-time common-lawemployees of the Employer or an Affiliate who were employed by the Employer oran Affiliate and who held a Qualifying Position in the Employer or an Affiliateon April 19, 2001, and have been continuously employed since that time,participate in the Plan as of such effective date, subject to compliance withthe other terms and conditions of the Plan. All full-time common-law employees of the Employer or an Affiliate whowere employed by the Employer or an Affiliate and who held a QualifyingPosition in the Employer or an Affiliate beginning after April 19, 2001 (andare not described in the preceding sentence) shall participate in the Plan asof the date the Employer selects such individual for participation, subject tocompliance with the other terms and conditions of the Plan.  A full-time common law employee only includesan individual who renders personal services to the Employer or an Affiliate andwho, in accordance with the established payroll accounting and personnelpolicies of the Employer or an Affiliate, is characterized by the Employer oran Affiliate as a full-time common law employee.  Notwithstanding the foregoing, independentcontractors are not employees for purposes of this Plan.  Moreover, notwithstanding the foregoing, anEmployee does not include a person whom the Employer or an Affiliate hasidentified on its payroll, personnel or tax records as an independentcontractor or a person who has acknowledged in writing to the Employer or anAffiliate that such person is an independent contractor whether or not a court,the Internal Revenue Service or any other entity ultimately determines such classificationto be correct as a matter of law.  ExhibitA attached hereto shall contain the names of each Employee and his or herQualifying Position and Benefit Category. The Employer shall update Exhibit A as necessary to alwaysreflect the Employees participating in the Plan.  Notwithstanding any other 

4

----

## provision of this Plan, an individual who is covered under andparticipates in the EarthLink, Inc. Accelerated Vesting and CompensationContinuation Plan shall not become an Employee and participate in this Planunless and until he or she waives and releases any and all rights to benefitsand coverage he or she has under the EarthLink, Inc. Accelerated Vesting andCompensation Continuation Plan.

## (n)           “Exchange Act”means the Securities Exchange Act of 1934, including amendments, or successorstatutes of similar intent.

## (o)           “For Good Reason”means the Employee’s Termination of Employment is by the Employee other than ondeath or On Account of Disability and based on:

### (1)           With respect to anEmployee in either the Gold or Silver Benefit Category, the assignment to theEmployee of duties inconsistent with his or her position and status with theEmployer or Affiliate as they existed immediately prior to a Change in Controlof the Employer, or a substantial change in his or her title, offices orauthority, or in the nature of his or her other responsibilities, as theyexisted immediately prior to a Change in Control of the Employer, except inconnection with the Employee’s Termination of Employment for Cause or OnAccount of Disability or as a result of his or her death or by the Employeeother than For Good Reason; or

### (2)           With respect to anEmployee in the Bronze Benefit Category, the assignment to the Employee ofduties requiring skills and experience that are inconsistent with the skillsand experience required for his or her duties with the Employer immediatelyprior to a Change in Control of the Employer, except in connection with theEmployee’s Termination of Employment for Cause or On Account of Disability oras a result of his or her death or by Employee other than for Good Reason; or

### (3)           A reduction by theEmployer or an Affiliate in the Employee’s base salary as in effect on the dateof this Plan or as his or her salary may be increased from time to time,without Employee’s written consent; or

### (4)           A reduction by theEmployer or an Affiliate in the target cash bonus payable to the Employee underany incentive compensation plan(s), as it (or they) may be modified from timeto time, in effect immediately prior to a Change in Control of the Employer, ora failure by the Employer or an Affiliate to continue the Employee as aparticipant in the incentive compensation plan(s) on at least the basis of theEmployee’s participation immediately prior to a Change in Control of theEmployer or to pay the Employee the amounts that he or she would be entitled toreceive in accordance with such plan(s); or

### (5)           The Employer or anAffiliate requiring the Employee to be based more than thirty-five (35) milesfrom the location where he or she is based immediately prior to a Change inControl of the Employer, except for travel on the Employer’s or Affiliate’sbusiness that is required or necessary to performance of his or her job andsubstantially consistent with his or her business travel obligations prior tothe Change in Control of the Employer, or if the Employee consents to thatrelocation, the failure by the Employer or an Affiliate to pay (or reimbursethe Employee for) all reasonable moving expenses incurred by the Employee or toindemnify the Employee against any loss realized in the sale of his or herprincipal residence in connection with that relocation; or

5

----

### (6)           The failure by theEmployer or an Affiliate to continue in effect any material retirement orcompensation plan, performance share plan, stock option plan, life insuranceplan, health and accident plan, disability plan or another benefit plan inwhich the Employee is participating immediately prior to a Change in Control ofthe Employer (or provide plans providing him or her with substantially similarbenefits), the taking of any action by the Employer or an Affiliate that wouldadversely affect the Employee’s participation or materially reduce his or herbenefits under any of those plans or deprive him or her of any material fringebenefit enjoyed by the Employee immediately prior to a Change in Control of theEmployer, or the failure by the Employer or an Affiliate to provide theEmployee with the number of paid vacation days to which he or she is thenentitled in accordance with normal vacation practices in effect immediatelyprior to a Change in Control of the Employer; or

### (7)           The failure by theEmployer or an Affiliate to obtain the assumption of the agreement to performthis Plan by any successor; or

### (8)           Any purportedTermination of Employment that is not effected pursuant to a notice oftermination satisfying the requirements of a Termination of Employment for“Cause.”

## (p)           “Incumbent Board”means a Board of Directors at least a majority of whom consist of individualswho either are (a) members of the Employer’s Board of Directors as of April 19,2001 or (b) members who become members of the Employer’s Board of Directorssubsequent to such date whose election, or nomination for election by theEmployer’s shareholders, was approved by a vote of at least sixty percent (60%)of the directors then comprising the Incumbent Board (either by a specific voteor by approval of the proxy statement of the Employer in which that person isnamed as a nominee for director, without objection to that nomination), butexcluding, for that purpose, any individual whose initial assumption of officeoccurs as a result of an actual or threatened election contest (within themeaning of Rule 14a-11 of the Exchange Act) with respect to the electionor removal of directors or other actual or threatened solicitation of proxiesor consents by or on behalf of a Person other than the Board of Directors.

## (q)           “On Account ofDisability” shall exist where the Employee’s Termination of Employment resultsfrom the Employee being “Disabled” as a result of a “Disability” in accordancewith the policies of the Employer or Affiliate that employed the Employee ineffect at the time of the Change in Control of the Employer.

## (r)            “Person”means any individual, entity or group within the meaning of Section 13(D)(3) or14(d)(2) of the Exchange Act.

## (s)           “QualifyingPosition” shall mean any one of the following:  (1) the Chief Executive Officer or Presidentof the Employer; (2) the Chief Financial Officer of the Employer, the ChiefExecutive Officer, President or Chief Financial Officer of an Affiliate, or theExecutive Vice Presidents of the Employer or any Affiliate; (3) the VicePresidents or Blue Zone Classified Jobs of the Employer or any Affiliate and(4) any other position or job classification that the Employer hereafterdesignates as being a Qualifying Position.

## (t)            “Retirement Plan”shall mean any qualified or supplemental employee pension benefit plan, asdefined in Section 3(2) of the Employee Retirement Income Security Act of 

6

----

## 1974, as amended (“ERISA”), currently made available by Employer or anAffiliate in which Employee participates.

## (u)           “Salary”shall mean the Employee’s base salary at the greater of the rate in effect on(1) the date the Change in Control of the Employer occurs or (2) thedate of the Employee’s Termination of Employment under circumstances describedin Section 2(a).

## (v)           “SpecifiedEmployee” means an employee (as that term is used in Code Section 416) whois (i) an officer of the Employer having annual compensation greater than$135,000 (with certain adjustments for inflation after 2005), (ii) afive-percent owner of the Employer or (iii) a one-percent owner of the Employerhaving annual compensation greater than $150,000.  For purposes of this Section, no more than 50employees (or, if lesser, the greater of three or 10 percent of the employees)shall be treated as officers.  Employeeswho (i) normally work less than 17 1/2 hours per week, (ii) normally work notmore than 6 months during any year, (iii) have not attained age 21 or (iv) areincluded in a unit of employees covered by an agreement which the Secretary ofLabor finds to be a collective bargaining agreement between employeerepresentatives and the Employer (except as otherwise provided in regulationsissued under the Code) shall be excluded for purposes of determining the numberof officers.  For purposes of thisSection, the term “five-percent owner” (“one-percent owner”) means any person who owns more than five percent(one percent) of the outstanding stock of the Employer or stock possessing morethan five percent (one percent) of the total combined voting power of all stockof the Employer.  For purposes ofdetermining ownership, the attribution rules of Section 318 of the Code shallbe applied by substituting “five percent” for “50 percent” in Section 318(a)(2)and the rules of Sections 414(b), 414(c) and 414(m) of the Code shall notapply.  For purposes of this Section, theterm “compensation” has the meaning given such term by Section 414(q)(4) of theCode.  The determination of whether theEmployee is a Specified Employee will be based on a December 31 identificationdate such that if the Employee satisfies the above definition of SpecifiedEmployee at any time during the 12-month period ending on December 31, he willbe treated as a Specified Employee if he has a Termination of Employment duringthe 12-month period beginning on the first day of the fourth month followingthe identification date.  This definitionis intended to comply with the specified employee rules of Section409A(a)(2)(B)(i) of the Code and shall be interpreted accordingly.

## (w)          “Termination ofEmployment” means the termination of the Employee’s employment with theEmployer and all Affiliates; provided, however, that the Employee will not beconsidered as having had a Termination of Employment if (i) the Employeecontinues to provide services to the Employer or any Affiliate as an employee(as that term is used in Code Section 409A) at an annual rate that is at leastequal to 20 percent of the services rendered, on average, during theimmediately preceding three full calendar years of employment (or, if employedless than three years, such lesser period) and the annual remuneration for suchservices is at least equal to 20 percent of the average annual remunerationearned during the final three full calendar years of employment (or if less,such lesser period), (ii) the Employee continues to provide services to theEmployer or any Affiliate in a capacity other than as an employee (as that termis used in Code Section 409A) and such services are provided at an annual ratethat is 50 percent or more of the services rendered, on average, during theimmediately preceding three full calendar years of employment (or, if employedless than three years, such lesser period) and the annual remuneration for suchservices is 50 percent or more of the annual remuneration earned during thefinal three full calendar years of employment (or, if less, such lesser period)or (iii) the 

7

----

## Employee is on military leave, sick leave or other bona fide leave ofabsence (such as temporary employment by the government) so long as the periodof such leave does not exceed six months, or if longer, so long as theindividual’s right to reemployment with the Employer or any Affiliate isprovided either by statute or by contract. If the period of leave (i) ends or (ii) exceeds six months and theEmployee’s right to reemployment is not provided either by statute or bycontract, the Employee’s Termination of Employment will be deemed to occur onthe first date immediately following such time if not reemployed by theEmployer or any Affiliate before such time and eligibility for payments andbenefits hereunder will be determined as of that time.  For purposes of this Section, annual rate ofproviding services shall be determined based upon the measurement used todetermine the Employee’s base compensation.

## (x)            “Voting Stock”means the then outstanding securities of an entity entitled to vote generallyin the election of members of that entity’s Board of Directors.

## (y)           “Welfare Plan”shall mean any health and dental plan, disability plan, survivor income plan,life insurance plan or similar plan, as defined in Section 3(1) of ERISA,currently made available by the Employer or an Affiliate in which an Employeeparticipates.

# 2.                                       BenefitsUpon Termination of Employment.

## (a)           The followingprovisions will apply if and only if, at any time within eighteen (18) monthsafter a Change in Control of the Employer occurs, (i) the Employee has aTermination of Employment by the Employer or an Affiliate for any reason otherthan Cause, On Account of Disability or death, or (ii) the Employeevoluntarily has a Termination of Employment for Good Reason:

### (1)           Employer or anAffiliate shall pay Employee Cash Severance in one lump sum payment, subject toall applicable withholdings and employment taxes and subject to reductionspursuant to Sections 4 and 16 of this Plan, as soon as practical after theEmployee’s Termination of Employment.

### (2)           The Employer or anAffiliate shall pay any and all amounts with respect to COBRA continuationcoverage that the Employee elects under any Welfare Plan of the Employer or anAffiliate for him or her or his or her spouse or dependents through theBenefits Severance Period, including all attendant administrative fees andexpenses, however described or denominated. All such payments shall be made in such manner as to allow Employee topay his or her COBRA coverage on a timely basis; provided that the Company willmake all such payments as soon as practical and no later than the 15th day of the third month of the calendar yearfollowing the calendar year of the Employee’s Termination of Employment.

### (3)           The Employee or hisBeneficiary, or any other person entitled to receive benefits with respect tothe Employee under any Retirement Plan, Welfare Plan, or other plan or programmaintained by Employer or any Affiliate in which Employee participates at thedate of the Employee’s Termination of Employment, shall receive any and allbenefits accrued under any such Retirement Plan, Welfare Plan or other plan orprogram to the date of the Employee’s Termination of Employment, the amount,form and time of payment of such benefits to be determined by the terms of suchRetirement Plan, Welfare Plan, or other plan or program.

8

----

### (4)           Notwithstanding anyother provision of this Plan, however, if the Employee is a Specified Employee,and if the benefits and payments under this Plan are not otherwise exempt fromCode Section 409A, then to the extent necessary to comply with Section 409A nopayments may be made hereunder (including, if necessary, any COBRA payments orreimbursements) before the date which is six months after the SpecifiedEmployee’s Termination of Employment within the meaning of Section 409A or, ifearlier, the date of death of the Specified Employee.  Because the amounts paid pursuant to thisPlan should be paid by the 15th day of the third month following the end ofthe calendar year in which Employees have a termination of employment, allamounts should be exempt from Section 409A. These Specified Employee six-month delay provisions will only beapplicable if it is subsequently determined that the amounts paid pursuant tothis Plan are not exempt from Section 409A.

## (b)           If the Employee hasa Termination of Employment by the Employer or an Affiliate or by the Employeeother than under the circumstances set forth in Section 2(a), including withoutlimitation on the death or On Account of Disability of the Employee, by theEmployer or an Affiliate for Cause or by the Employee other than for GoodReason, then the Employee’s compensation shall be paid through the date of hisor her Termination of Employment, and the Employer and its Affiliates shallhave no further obligation with respect to the Employee under this Plan.  Such Termination of Employment shall have noeffect upon an Employee’s other rights, including but not limited to rightsunder any Retirement Plan, Welfare Plan or other plan or program in whichEmployee participates, the amount, form and time of payment of such benefits tobe determined by the terms of such Retirement Plan, Welfare Plan, or other planor program.

## (c)           This Section 2shall have no effect, and Employer shall have no obligations hereunder withrespect to, an Employee who has a Termination of Employment for any reason atany time other than within eighteen (18) months after a Change in Control ofthe Employer occurs under the circumstances described in Section 2(a) above.

## (d)           The Employer or anAffiliate that employs the Employee on his or her last day of employment willfund the payments to be made under the Plan to such Employee from its generalassets.

## (e)           Exhibit Battached hereto provides a summary of the benefits to which an Employee will beentitled based on the Benefit Category for which such Employee qualifies.  In the event of any conflict between suchsummary and the terms of Section 2 of the Plan, the provisions of Section 2 ofthe Plan shall govern.

# 3.                                       AcceleratedVesting of Options and Restricted Stock Units.

## (a)           (i)            In the event no provision is madefor the continuance, assumption or substitution by the Employer or itssuccessor in connection with a Change in Control of the Employer of outstandingstock options the Employer or an Affiliate granted before the Change in Controlof the Employer, then contemporaneously with the Change in Control of theEmployer, all outstanding stock options that the Employer or any Affiliatepreviously granted to an Employee in either the Gold or Silver Benefit Categoryshall be exercisable in full, if not then already fully exercisable, inaccordance with the terms of such options and the applicable plans pursuant towhich they were granted, notwithstanding any provisions in the stock options or

9

----

## plans to the contrary regarding the exercisability of such options.  If provision is made for the continuance,assumption or substitution by the Employer or its successor in connection withthe Change in Control of the Employer of outstanding stock options the Employeror an Affiliate granted before the Change in Control of the Employer, then onthe Employee’s Termination of Employment on or after a Change in Control of theEmployer occurs, all outstanding stock options that the Employer or anyAffiliate previously granted to an Employee in either the Gold or SilverBenefit Category shall be exercisable in full, if not then already fullyexercisable, in accordance with the terms of such options and the applicableplans pursuant to which they were granted, notwithstanding any provisions inthe stock options or plans to the contrary regarding the exercisability of suchstock options.

### (ii)           In the event noprovision is made for the continuance, assumption or substitution by theEmployer or its successor in connection with a Change in Control of theEmployer of outstanding stock options the Employer or an Affiliate grantedbefore the Change in Control of the Employer, then contemporaneously with theChange in Control of the Employer, all outstanding stock options that theEmployer or any Affiliate previously granted to an Employee in the BronzeBenefit Category shall be exercisable, in accordance with the terms of suchoptions and the applicable plans pursuant to which they were granted,notwithstanding any provisions in the stock options or plans to the contraryregarding the exercisability (and only exercisability) of such options, on atleast the basis they would have been exercisable had Employee remained employedwith the Employer or any Affiliate for twenty-four (24) months after the Changein Control of the Employer occurs, if not then already exercisable to suchextent.  If provision is made for thecontinuance, assumption or substitution by the Employer or its successor inconnection with the Change in Control of the Employer of outstanding stockoptions the Employer or an Affiliate granted before the Change in Control ofthe Employer, then on the Employee’s Termination of Employment on or after aChange in Control occurs, all outstanding stock options that the Employer orany Affiliate previously granted to an Employee in the Bronze Benefit Categoryshall be exercisable, in accordance with the terms of such options and theapplicable plans pursuant to which they were granted, notwithstanding anyprovisions in the stock options or plans to the contrary regarding the exercisability(and only exercisability) of such stock options, on at least the basis theywould have been exercisable had Employee remained employed with the Employer oran Affiliate for twenty-four (24) months after the Change in Control of theEmployer occurs, if not then already exercisable to such extent.

### (iii)          It is deemed underthis Plan that the Employer or an Affiliate consistent with the plans andagreements governing the applicable stock options accelerated theexercisability of such outstanding stock options at such time and on suchbasis.  Notwithstanding any otherprovision of this Plan, this Section 3 only impacts the exercisability andvesting of the applicable stock option; it is not intended to nor does itextend the terms or expiration dates of the applicable stock options.

### (iv)          Notwithstanding anyof the foregoing, for purposes of this Section 3 only, an Employee in theBronze Benefit Category who previously participated in the EarthLink, Inc.Accelerated Vesting and Compensation Continuation Plan and who elected toparticipate in this Plan and waive any and all rights to benefits he or she hadunder the EarthLink, Inc. Accelerated Vesting and Compensation ContinuationPlan shall be treated for purposes of this Section 3 as if he or she were inthe Silver Benefit Category solely for purposes of the accelerated vesting ofstock options.  Exhibit Cattached hereto shall show the names of each employee who is included 

10

----

## in the foregoing position and who is entitled to the treatmentdescribed in this Section 3(a)(iv) if they become an Employee under this Plan.

### (v)           Exhibit Battached hereto provides a summary of the accelerated vesting to which anEmployee will be entitled based on the Benefit Category for which such Employeequalifies.  In the event of any conflictbetween such summary and the terms of Section 3 of the Plan, the provisions ofSection 3 of the Plan shall govern.

## (b)           (i)            In the event no provision is madefor the continuance, assumption or substitution by the Employer or itssuccessor in connection with a Change in Control of the Employer of outstandingrestricted stock units the Employer or an Affiliate granted before the Changein Control of the Employer, then contemporaneously with the Change in Controlof the Employer, all outstanding restricted stock units that the Employer orany Affiliate previously granted to an Employee in either the Gold or SilverBenefit Category shall be earned and payable in full, if not then already fullyearned and payable, in accordance with the terms of such restricted stock unitsand the applicable plans pursuant to which they were granted, notwithstandingany provisions in the restricted stock units or plans to the contrary regardingtheir becoming fully earned and payable; provided that a restricted stock unitthat contains performance criteria shall not become fully earned and payable ifthe date, if any, for attainment of the performance criteria on which suchrestricted stock unit would have become fully earned and payable has passed asof the date of the Change of Control.  Ifprovision is made for the continuance, assumption or substitution by theEmployer or its successor in connection with the Change in Control of theEmployer of outstanding restricted stock units the Employer or an Affiliategranted before the Change in Control of the Employer, then on the Employee’sTermination of Employment on or after a Change in Control of the Employeroccurs, all outstanding restricted stock units that the Employer or anyAffiliate previously granted to an Employee in either the Gold or SilverBenefit Category shall be earned and payable in full, if not then already fullyearned and payable, in accordance with the terms of such restricted stock unitsand the applicable plans pursuant to which they were granted, notwithstandingany provisions in the restricted stock units or plans to the contrary regardingtheir becoming fully earned and payable; provided that a restricted stock unitthat contains performance criteria shall not become fully earned and payable ifthe date, if any, for attainment of the performance criteria on which suchrestricted stock unit would have become fully earned and payable has passed asof the date of the Change of Control.

### (ii)           In the event noprovision is made for the continuance, assumption or substitution by theEmployer or its successor in connection with a Change in Control of theEmployer of outstanding restricted stock units the Employer or an Affiliategranted before the Change in Control of the Employer, then contemporaneously withthe Change in Control of the Employer, all outstanding restricted stock unitsthat the Employer or any Affiliate previously granted to an Employee in theBronze Benefit Category shall be earned and payable, in accordance with theterms of such restricted stock units and the applicable plans pursuant to whichthey were granted, notwithstanding any provisions in the restricted stock unitsor plans to the contrary regarding their becoming fully earned and payable onat least the basis they would have been earned and payable had Employeeremained employed with the Employer or any Affiliate for twenty-four (24)months after the Change in Control of the Employer occurs, if not then alreadyearned and payable to such extent; provided that a restricted stock unit thatcontains performance criteria shall not become fully earned and payable if thedate, if any, for attainment 

11

----

## of the performance criteria on which such restricted stock unit wouldhave become fully earned and payable has passed as of the date of the Change ofControl or occurs more than twenty-four (24) months after the date of theChange in Control.  If provision is madefor the continuance, assumption or substitution by the Employer or itssuccessor in connection with the Change in Control of the Employer ofoutstanding restricted stock units the Employer or an Affiliate granted beforethe Change in Control of the Employer, then on the Employee’s Termination ofEmployment on or after a Change in Control occurs, all outstanding restrictedstock units that the Employer or any Affiliate previously granted to anEmployee in the Bronze Benefit Category shall be earned and payable, inaccordance with the terms of such restricted stock units and the applicableplans pursuant to which they were granted, notwithstanding any provisions inthe restricted stock units or plans to the contrary regarding their becomingearned and payable, on at least the basis they would have been earned andpayable had Employee remained employed with the Employer or an Affiliate fortwenty-four (24) months after the Change in Control of the Employer occurs, ifnot then already earned and payable to such extent; provided that a restrictedstock unit that contains performance criteria shall not become fully earned andpayable if the date, if any, for attainment of the performance criteria onwhich such restricted stock unit would have become fully earned and payable haspassed as of the date of the Change of Control or occurs more than twenty-four(24) months after the date of the Change in Control.

### (iii)          It is deemed underthis Plan that the Employer or an Affiliate consistent with the plans andagreements governing the applicable restricted stock units accelerated suchrestricted stock units becoming earned and payable at such time and on suchbasis.  Notwithstanding any otherprovision of this Plan, this Section 3 only impacts the vesting of theapplicable restricted stock units; it is not intended to nor does it extend theterms or expiration dates of the applicable restricted stock units.

### (iv)          Notwithstanding anyof the foregoing, for purposes of this Section 3 only, an Employee in theBronze Benefit Category who previously participated in the EarthLink, Inc.Accelerated Vesting and Compensation Continuation Plan and who elected to participatein this Plan and waive any and all rights to benefits he or she had under theEarthLink, Inc. Accelerated Vesting and Compensation Continuation Plan shall betreated for purposes of this Section 3 as if he or she were in the SilverBenefit Category solely for purposes of the accelerated vesting of restrictedstock units.  Exhibit Cattached hereto shall show the names of each employee who is included in theforegoing position and who is entitled to the treatment described in thisSection 3(b)(iv) if they become an Employee under this Plan.

### (v)           Exhibit Battached hereto provides a summary of the accelerated vesting to which anEmployee will be entitled based on the Benefit Category for which such Employeequalifies.  In the event of any conflictbetween such summary and the terms of Section 3 of the Plan, the provisions ofSection 3 of the Plan shall govern.

# 4.                                       Releaseand Setoff.

Notwithstanding any other provision of this Plan,payments shall be made under the Plan to any Employee or his Beneficiary onlyafter the Employee executes a release and waiver containing such terms andconditions as the Employer and its Affiliates may reasonably require, includingnon-solicitation, non-competition and confidentiality provisions.  Each Employee’s right to participate underthis Plan and to receive benefits hereunder is contingent upon the 

12

----

Employee’s agreement to this Section 4 and his orher continued compliance with any agreements entered into hereunder.  The Employer and its Affiliates also mayreduce and set-off any payments to or with respect to an Employee pursuant tothis Plan by any amount the Employee or his Beneficiary may owe to Employer orany Affiliate.

# 5.                                       Death.

If an Employee has a Termination of Employment undercircumstances described in Section 2(a), then upon the Employee’s subsequentdeath, all unpaid amounts payable to the Employee under Section 2(a)(1) or (2)shall be paid to his Beneficiary.  Anydeath benefits owing under Section 2(a)(3) shall be paid as specified by theapplicable Retirement Plan, Welfare Plan or other plan or program.

6.             Claimfor Benefits.

## (a)           Employees do notneed to complete a claim for benefits to obtain benefits under the Plan.  However, Employees who dispute the amount of,or their entitlement to, Plan benefits must file a claim with the Employer toobtain Plan benefits.  Any claim by anEmployee who disputes the amount of, or his or her entitlement to, Planbenefits must be filed in writing within thirty (30) days of the event that theEmployee is asserting constitutes an entitlement to such Plan benefits.  Failure by the Employee to submit such claimwithin the thirty (30)-day period shall bar the Employee from any claim forbenefits under the Plan as a result of the occurrence of such event.

## (b)           Claims for benefitsshall be filed in writing with the Employer. Written notice of the decision on such claim shall be furnished to theclaimant within ninety (90) days of receipt of such claim unless specialcircumstances require an extension of time for processing the claim.  If the Employer needs an extension of time toprocess a claim, written notice will be delivered to the claimant before theend of the initial ninety (90) day period. The notice of extension will include a statement of the specialcircumstances requiring an extension of time and the date by which the Employerexpects to render its final decision. However, that extension may not exceed ninety (90) days after the end ofthe initial period.  If the Employerrejects a claim for failure to furnish necessary material or information, thewritten notice to the claimant will explain what more is needed and why, andwill tell the claimant that the claimant may refile a proper claim.

## (c)           The Employer shallprovide payment for the claim only if the Employer determines, in its solediscretion, that the claimant is entitled to the claimed benefit.

(d)           If any part of a claim for benefitsunder this Plan is denied, the Employer will provide the claimant with awritten notice stating (i) the specific reason or reasons for the denial;(ii) the specific reference to pertinent Plan provisions on which thedenial was based; (iii) a description of any additional material orinformation necessary for the claimant to perfect the claim and an explanationof why such material or information is necessary; and (iv) appropriateinformation as to the steps to be taken if the claimant wishes to submit aclaim for review, including a statement of the claimant’s right to bring acivil action under Section 502(a) of ERISA following an adverse benefitdetermination on review.

13

----

(e)           The full value of any payment madeaccording to the Plan satisfies that much of the claim and all related claimsunder the Plan.

## (f)            If a claim isdenied, the claimant may appeal the denial by delivering a written notice tothe Employer specifying the reasons for the appeal.  That notice must be delivered within sixty(60) days after receiving the notice of denial. The claimant may submit written comments, documents, records and otherinformation relating to the claimant’s claim for benefits.  The claimant will be provided, upon requestand free of charge, reasonable access to, and copies of, all documents, recordsand other information relevant to the claimant’s claim for benefits.  The Employer’s review will take into accountall such written comments, documents, records and other information theclaimant submits relating to the claim, without regard to whether suchinformation was submitted or considered initially.

## (g)           The Employer willadvise the claimant in writing of the final determination after review.  The decision on review will be written in amanner calculated to be understood by the claimant, and it will includespecific reasons for the decision and specific references to the pertinentprovisions of the Plan or related documents on which the decision isbased.  Such written notification alsowill include a statement that the claimant is entitled to receive, upon requestand free of charge, reasonable access to, and copies of, all documents, recordsand other information relevant to the claimant’s claim for benefits, theclaimant’s right to obtain the information about such procedures and astatement of the claimant’s right to bring a civil action under Section 502(a)of ERISA following a denial on review. The written decision will be rendered within sixty (60) days after therequest for review is received, unless special circumstances require anextension of time for processing.  If anextension is necessary the Employer will furnish written notice of theextension to the claimant before the end of the 60-day period and indicate thespecial circumstances requiring the extension of time.  The extension notice will indicate the dateby which the Employer expects to render a decision.  The decision will then be rendered as soon aspossible, but no later than one hundred twenty (120) days after receipt of therequest for review.

## (h)           If the Employerholds regularly scheduled meetings at least quarterly, the time periods forrendering the written decision described in the preceding paragraph shall notapply and the Employer shall instead make a benefit determination no later thanthe date of the meeting of the Employer that immediately follows the Plan’sreceipt of a request for review, unless the request for review is filed within30 days preceding the date of such meeting. In such case, a benefit determination may be made by no later than thedate of the second meeting following the Plan’s receipt of the request forreview.  If special circumstances requirea further extension of time for processing, a benefit determination will berendered no later than the third meeting of the Employer following the Plan’sreceipt of the request for review.  Ifsuch an extension of time for review is required because of specialcircumstances, the Employer will provide the claimant with written notice ofthe extension, describing the special circumstances and the date as of whichthe benefit determination will be made, prior to the commencement of theextension.  The Employer will notify theclaimant of the benefit determination as soon as possible, but not later thanfive days after the benefit determination is made.

## (i)            In no event shallan Employee or other claimant be entitled to challenge a decision of theEmployer in court or in any other administrative proceeding unless and untilthese claim review and appeal procedures have been complied with and exhausted.** **The claimant 

14

----

## shall have ninety (90) days from the date of receipt of the Employer’sdecision on review in which to file suit regarding a claim for benefits underthe Plan.  If suit is not filed withinsuch 90-day period, it shall be forever barred. The decisions made hereunder shall be final and binding on Employees andany other party.

# 7.                                       Administrationof the Plan.

The Employer through its Board of Directors shallinterpret and administer the Plan.  TheEmployer shall establish rules for the administration of the Plan.  The Employer shall have the discretionaryauthority to construe the terms of the Plan and shall determine all questionsarising in its administration, interpretation and application, including thoseconcerning eligibility for benefits.  Alldeterminations of the Employer shall be final and binding on all Employees andBeneficiaries.  The Employer may appointa committee or an agent or other representative to act on its behalf and maydelegate to such committee or agent or representative any of its powershereunder.  Any action that suchcommittee or agent or representative takes shall be considered to be the actionof the Employer, when the committee or agent or representative is acting withinthe scope of the authority that the Employer delegated to it, and the Employershall be responsible for all such actions. If the Employer appoints a committee or other agent or representative toact on its behalf, the Employer will pay all the expenses relating to suchadministration, and, as permitted by law, the Employer will indemnify and saveeach committee member or agent or representative harmless against expenses,claims, and liabilities arising out of being such committee member or agent orrepresentative.  The Employer also mayemploy such accountants, counsel, specialists and other advisory clericalpersons as it deems necessary or desirable in connection with administration ofthe Plan.  The Employer is entitled torely conclusively on any opinions from its accountants or counsel.  The Employer will keep all books of account,records and other data necessary for proper administration of the Plan.

# 8.                                       EmployeeAssignment.

No interest of any Employee, his or her spouse or anyBeneficiary under this Plan, or any right to receive any payment ordistribution hereunder, shall be subject in any manner to sale, transfer,assignment, pledge, attachment, garnishment, or other alienation or encumbranceof any kind, nor may such interest or right to receive a payment ordistribution be taken, voluntarily or involuntarily, for the satisfaction ofthe obligations or debts of, or other claims against, the Employee or his orher spouse or Beneficiary, including claims for alimony, support, separatemaintenance, and claims in bankruptcy proceedings.

# 9.                                       BenefitsUnfunded.

All rights under this Plan of the Employees and theirspouses and Beneficiaries, shall at all times be entirely unfunded, and noprovision shall at any time be made with respect to segregating any assets ofEmployer or any Affiliate for payment of any amounts due hereunder.  The Employees, their spouses and Beneficiariesshall have only the rights, if any, of general unsecured creditors of Employerand its Affiliates.

15

----

# 10.                                 ApplicableLaw.

This Plan shall be construed and interpreted pursuantto the laws of the State of Delaware (other than its choice-of-law rules),except to the extent those laws are superceded by the laws of the United Statesof America.

# 11.                                 NoEmployment Contract.

Nothing contained in this Plan shall be construed tobe an employment contract between an Employee and the Employer or anAffiliate.  The creation, continuance orchange of this Plan or any payment hereunder does not give any person anon-statutory legal or equitable right against the Employer or an Affiliate toremain employed by the Employer or an Affiliate.  This Plan does not modify the terms of anyEmployee’s employment.

# 12.                                 Severability.

In the event any provision of this Plan is heldillegal or invalid, the remaining provisions of this Plan shall not be affectedthereby.

# 13.                                 Successors.

The Plan shall be binding upon and inure to thebenefit of Employer, its Affiliates, the Employees and their respective heirs,representatives and successors.

# 14.                                 Amendmentand Termination.

Notwithstanding any other provision of this Plan,Employer shall have the right (i) to declare that an individual who previouslywas selected to participate as an Employee in the Plan shall no longerparticipate as an Employee in the Plan, (ii) to amend the Plan from time totime and (iii) to terminate the Plan at any time; provided that, within four(4) months before a Change in Control of the Employer occurs or after a Changein Control of the Employer occurs, without the Employee’s consent, (i) theEmployer may not declare that an individual who previously was selected toparticipate as an Employee in the Plan no longer participates as an Employee inthe Plan, (ii) no amendment may be made that diminishes any Employee’s rightsunder the Plan and (iii) the Plan may not be terminated until all benefitsthat become payable under the Plan are paid in full.  An amendment may be made retroactively to thePlan if it is necessary to make this Plan conform to applicable law.  Upon termination of the Plan, the Plan shallno longer be of any further force or effect, and neither the Employer, anyAffiliate nor any Employee shall have any obligations or rights under this Plan.  Likewise, the rights of any individual whowas an Employee and whose designation as an Employee is revoked or rescinded bythe Employer shall cease upon such action.

# 15.                                 Notice.

Notices under this Plan shall be in writing and sentby registered mail, return receipt requested, to the following addresses or tosuch other address as the party being notified may have previously furnished tothe other party by written notice:

16

----

If to Employer:

EarthLink, Inc.1375 Peachtree Street, N.W.Suite 7 NorthAtlanta, Georgia 30309-2935Attention: Executive Vice President, Employee Services

If to an Employee:

The address last indicated on the records of Employer.

# 16.                                 ExciseTax.

Despite any other provisions of this Plan to thecontrary, if the receipt of any payments or benefits under this Plan wouldsubject an Employee to tax under Code Section 4999, the Employer may determinewhether some amount of payments or benefits would meet the definition of a “ReducedAmount.”  If the Employer determines thatthere is a Reduced Amount, the total payments or benefits to the Employeehereunder must be reduced to such Reduced Amount, but not below zero.  If the Employer determines that the benefitsand payments must be reduced to the Reduced Amount, the Employer must promptlynotify the Employee of that determination, with a copy of the detailedcalculations by the Employer.  Alldeterminations of the Employer under this Section are final, conclusive andbinding upon the Employee.  It is theintention of the Employer and the Employee to reduce the payments under thisPlan only if the aggregate Net After Tax Receipts to the Employee would therebybe increased.  As a result of theuncertainty in the application of Code Section 4999 at the time of the initialdetermination by the Employer under this Section, however, it is possible thatamounts will have been paid under the Plan to or for the benefit of an Employeewhich should not have been so paid (“Overpayment”) or that additional amountswhich will not have been paid under the Plan to or for the benefit of anEmployee could have been so paid (“Underpayment”), in each case consistent withthe calculation of the Reduced Amount. If the Employer, based either upon the assertion of a deficiency by theInternal Revenue Service against the Employer or the Employee, which theEmployer believes has a high probability of success, or controlling precedentor other substantial authority, determines that an Overpayment has been made,any such Overpayment must be treated for all purposes as a loan which theEmployee must repay to the Employer together with interest at the applicableFederal rate under Code Section 7872(f)(2); provided, however, that no suchloan may be deemed to have been made and no amount shall be payable by theEmployee to the Employer if and to the extent such deemed loan and paymentwould not either reduce the amount on which the Employee is subject to taxunder Code Section 1, 3101 or 4999 or generate a refund of such taxes.  If the Employer, based upon controllingprecedent or other substantial authority, determines that an Underpayment hasoccurred, the Employer must pay the amount of the Underpayment to theEmployee.  For purposes of this Section,(i) “Net After Tax Receipt” means the Present Value of a payment under this Plannet of all taxes imposed on the Employee with respect thereto under CodeSections 1, 3101 and 4999, determined by applying the highest marginal rateunder Code Section 1 which applies to the Employee’s taxable income for theapplicable taxable year; (ii) “Present Value” means the value determined inaccordance with Code Section 280G(d)(4) and (iii) “Reduced Amount” means thelargest aggregate amount of all payments and benefits under this Plan which (a)is less than the 

17

----

sum of all payments and benefits under this Plan and(b) results in aggregate Net After Tax Receipts which are equal to or greaterthan the Net After Tax Receipts which would result if the aggregate paymentsand benefits under this Plan were any other amount less than the sum of all paymentsand benefits to be made under this Plan.

# 17.                                 Miscellaneous.

## (a)           The failure of theEmployer or an Affiliate to enforce any provisions of the Plan shall in no waybe construed to be a waiver of those provisions, nor in any way effect thevalidity of the Plan or any part thereof, or the right of the Employer or anAffiliate thereafter to enforce such provision.

## (b)           The benefitsprovided under this Plan are in addition to and not in lieu of any othersimilar benefits that the Employer or any Affiliate may specify from time totime in any employee handbook or in any other agreement between the Employeeand the Employer or an Affiliate. Additionally, the benefits that this Plan provides shall not be reducedor offset by any other payments or benefits that the Employee may receive fromany other third party or other employer after the Employee’s Termination ofEmployment.

## (c)           Whenever anybenefits become payable under the Plan, the Employer and its Affiliates shallhave the right to withhold such amounts as are sufficient to satisfy anyapplicable federal, state or local withholding, tax, excise tax or similarrequirements.

## (d)           The terms of anEmployee’s benefits are as set forth in this document, which cannot be changedby the promises of any individual employee or manager.  Only the Employer may change the terms of thePlan, and then only through a written amendment.  No promises (oral or written) that arecontrary to the terms of the Plan and its written amendments are binding uponthe Plan or the Employer.

## (e)           The terms andconditions of this Plan and the Employees’ benefits under the Plan shall remainstrictly confidential.  Employees may notdiscuss or disclose any terms of this Plan or its benefits with anyone excepttheir attorneys, accountants and immediate family members who shall beinstructed to maintain the confidentiality agreed to under this Plan, except asmay be required by law.

## (f)            Benefits under thePlan are not considered eligible earnings for the Employer’s 401(k) Plan,Stock-4-LESS (Employee Stock Purchase Plan) or any other benefit program.

## (g)           This Plan isintended to comply with the applicable requirements of Section 409A of the Codeand shall be construed and interpreted in accordance therewith.  The Employer may at any time amend, suspendor terminate this Plan, or any payments to be made hereunder, as necessary tobe in compliance with Section 409A. Notwithstanding the preceding, the Employer and all Affiliates shall notbe liable to any Employee or any other person if the Internal Revenue Serviceor any court or other authority having jurisdiction over such matter determinesfor any reason that any amount under this Plan is subject to taxes, penaltiesor interest as a result of failing to comply with Code Section 409A.

 

18

----

## (h)           This Plan isintended to be a “Welfare Plan” and not a “Pension Plan” as defined in ERISASections 3(1) and 3(2), respectively. Accordingly, the Plan must be interpreted and administered in a mannerthat is consistent with that intent.

IN WITNESS WHEREOF, Employer has caused thisinstrument to be executed in its name by its duly authorized officer, all as ofthe day and year first above written.
|        | EARTHLINK, INC. |
|--------|-----------------|
|   |            |
|   |            |
|   | By:             |   |
|   | Title:          |   |
|        |                 |  |  |

 

19

----

 

EARTHLINK, INC.

CHANGE-IN-CONTROL ACCELERATED VESTING AND SEVERANCE PLAN

SUMMARY PLAN DESCRIPTION

** **

NAME OF PLAN:

EarthLink, Inc. Change-in-Control Accelerated Vestingand Severance Plan

NAME, ADDRESS, AND TELEPHONENUMBER OF SPONSOR AND PLAN

ADMINISTRATOR:

** **

EarthLink, Inc. (“Employer”)

1375 Peachtree Street,N.W.

Suite 7 North

Atlanta, Georgia30309-2935

(404) 815-0770

 

TheEmployer administers the Plan.

EMPLOYER IDENTIFICATION NUMBER:

58-2511877

PLAN NUMBER ASSIGNED TO THIS PLAN:

501

ORIGINAL EFFECTIVE DATE:

April 19, 2001

PLAN YEAR:

Calendar year beginning on January 1 of each year andending on December 31.

FISCAL YEAR FOR MAINTAINING PLAN RECORDS:

Calendar year beginning on January 1 of each year andending on December 31.

TYPE OF WELFARE PLAN:

The Plan is a severance pay plan that providesbenefits to certain Employees in the event of termination of their employmentdue to certain specified reasons.

TYPE OF ADMINISTRATION OF THE PLAN:

The Employer administers the Plan as described inSection 7.

----

 

PROVISIONS FOR ELIGIBILITY REQUIREMENTS:

The Plan generally describes eligibility requirementsin Sections 2 and 3.

DESCRIPTION OF PLAN BENEFITS:

The Plan generally describes conditions for payment ofbenefits and the amount of such benefits in Sections 2 and 3.

SOURCES OF CONTRIBUTIONS TO THE PLAN AND FUNDINGMEDIUM:

The general assets of the Employer or the Affiliatethat employs Employee shall fund the severance pay from the Plan.

PROCEDURES FOR PRESENTING CLAIMS AND REDRESS OF DENIEDCLAIMS:

Section 6 provides detailed instructions forfiling a claim and redress of a denied claim.

AGENT FOR SERVICE OF PROCESS:

EarthLink, Inc.

1375 Peachtree Street,N.W.

Suite 7 North

Atlanta, Georgia30309-2935

Attention: Executive VicePresident, Employee Services

 

Inaddition to the agent listed above, service of process may be made upon theEmployer itself.

 

2

----

YOUR RIGHTS UNDER ERISA

The following statement is required by law to beincluded in this Summary Plan Description:

As a participant in the EarthLink, Inc.Change-in-Control Accelerated Vesting and Severance Plan (the “Plan”) you areentitled to certain rights and protections under the Employee Retirement IncomeSecurity Act of 1974, as amended (“ERISA”). ERISA provides that all Plan participants shall be entitled to:

Examine, without charge, at the Employer’s office andat other specified location, such as worksites, all Plan documents and a copyof the latest Annual Report (Form 5500 series) filed by the Plan with the U.S.Department of Labor and available at the Public Disclosure Room of the Pensionand Welfare Benefit Administration.

Obtain, upon written request to the Employer, copiesof all Plan documents governing the operation of the Plan and copies of thelatest Annual Report (Form 5500 series) and an updated summary plandescription.  The Employer may make a reasonablecharge for the copies.

Receive a summary of the Plan’s annual financialreport.  The Employer is required by lawto furnish each Employee with a copy of this summary annual report.

In addition to creating rights for Plan participants,ERISA imposes duties upon the people who are responsible for the operation ofthe Plan.  The people who operate yourPlan, called fiduciaries, have a duty to do so prudently and in the interest ofyou and other Plan participants.  No one,including your employer or any other person, may fire you or otherwisediscriminate against you in any way solely in order to prevent you fromobtaining a benefit or exercising your rights under ERISA.  If your claim for a benefit is denied, inwhole or in part, you must receive a written explanation of the reason for thedenial.  You have the right to have thePlan review and reconsider your claim. Under ERISA, there are steps you can take to enforce the above rights.  For instance, if you request materials fromthe Plan and do not receive them within 30 days, you may file suit in a federalcourt.  In such a case, the court mayrequire the Employer to provide the materials and pay you up to $110 a dayuntil you receive the materials, unless the materials were not sent because ofreasons beyond the control of the Employer. If you have a claim for benefits which is denied or ignored, in whole orin part, you may file suit in a state or federal court.  If it should happen that Plan fiduciariesmisuse the Plan’s money, or if you are discriminated against for asserting yourrights, you may file suit in a federal court. The court will decide who should pay court costs and legal fees.  If you are successful, the court may orderthe person you have sued to pay these costs and fees.  If you lose, the court may order you to paythese costs and fees.  If you have anyquestions about your Plan, you should contact the Employer.  If you have any questions about thisstatement or about your rights under ERISA, you should contact the nearestoffice of the Pension and Welfare Benefits Administration, U.S. Department ofLabor, listed in your telephone directory or the Division of TechnicalAssistance and Inquiries, Pension and Welfare Benefits Administration, U.S.Department of Labor, 200 Constitution Avenue, N.W.,

----

Washington, D.C. 20210.  You may also obtain certain publicationsabout your rights and responsibilities under ERISA by calling the publicationshotline of the Pension and Welfare Benefits Administration.

 

2

----

Exhibit B - Page 1
| ****Benefits                                               | **Gold and Silver  Benefit Category**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **Bronze  Benefit Category**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Cash Severance**                                         | **Lump sum  cash payment of 1.5 times the sum of employee’s salary plus bonus target, if  within 18 months after a change in control the company terminates employee’s  employment without cause or employee voluntarily terminates his or her  employment for good reason; no cash severance if termination of employment is  on account of the employee’s death or disability.**                                                                                                                                                                                                                                                                                                                                                | **Lump sum cash  payment equal to the sum of employee’s salary plus bonus target, if within 18  months after a change in control the company terminates employee’s employment  without cause or employee voluntarily terminates his or her employment for  good reason; no cash severance if termination of employment is on account of  the employee’s death or disability.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| COBRA Benefits                                             | Company will pay all amounts payable with respect to  the employee’s elected COBRA coverage (including coverage for spouse and  dependents) for 1.5 years from the termination of the employee’s employment,  if within 18 months of the change in control the company terminates  employee’s employment without cause or employee voluntarily terminates his or  her employment for good reason; no paid COBRA benefits if the termination of  employment is on account of the employee’s death or disability.                                                                                                                                                                                                              | Company will pay all amounts payable with respect to  the employee’s COBRA coverage (including coverage for spouse and dependents)  for 1 year from the termination of the employee’s employment, if within 18  months of the change in control the company terminates employee’s employment  without cause or employee voluntarily terminates his or her employment for  good reason; no paid COBRA benefits if termination of employment is on  account of the employee’s death or disability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Accelerated vesting of outstanding stock options           | If stock options are assumed or continued after a  change in control, all outstanding stock options granted on or before the  change in control will vest and be exercisable in full, if not already fully  vested, on termination of employee’s employment for any reason after the  change in control occurs; if options are not assumed or continued after the  change in control, all outstanding stock options are vested and exercisable  in full contemporaneously with the change in control, if not already fully  vested.                                                                                                                                                                                                         | If stock options are assumed or continued after a  change in control, all outstanding stock options granted on or before the  change in control will vest and be exercisable at least as much as if the  employee had remained employed for 24 months after the change in control  occurs, if not already vested to such extent; if options are not assumed or  continued after the change in control, all outstanding stock options are  vested and exercisable at least as much as if the employee had remained  employed for 24 months after the change in control occurs, if not already  vested to such extent. Individuals in the Bronze benefit category will be  grandfathered into the vesting under the Silver benefit category if they are  currently participating in the Accelerated Vesting and Compensation  Continuation Plan and elect to participate in this Plan.                                                                                                                                                                                                                                                                    |
| Accelerated vesting of outstanding restricted stock  units | If restricted stock units are assumed or continued  after a change in control, all outstanding restricted stock units granted on  or before the change in control will vest and be earned and payable in full,  if not already fully vested, on termination of employee’s employment for any reason  after the change in control occurs; if restricted stock units are not assumed  or continued after the change in control, all outstanding restricted stock  units are vested and earned and payable in full contemporaneously with the  change in control, if not already fully vested; provided that restricted  stock units that contain performance criteria will not vest if the date for  attainment of those criteria has passed. | If restricted stock units are assumed or continued  after a change in control, all outstanding restricted stock units granted on  or before the change in control will vest and be earned and payable at least  as much as if the employee had remained employed for 24 months after the  change in control occurs, if not already vested to such extent; if restricted  stock units are not assumed or continued after the change in control, all  outstanding restricted stock units are vested and earned and payable at least  as much as if the employee had remained employed for 24 months after the  change in control occurs, if not already vested to such extent; provided that  restricted stock units that contain performance criteria will not vest if the  date for attainment of those criteria has passed or occurs more than 24  months after the change in control. Individuals in the Bronze benefit  category will be grandfathered into the vesting under the Silver benefit  category if they are currently participating in the Accelerated Vesting and  Compensation Continuation Plan and elect to participate in this Plan. |

 

2

----