Exhibit 10.33  EARTHLINK, INC.  2006 EQUITY AND
CASH INCENTIVE PLAN  Restricted
Stock Unit Agreement Awarded in Connection
with 2008 Incentive Bonus Plan  No. of Restricted Stock Units Awarded Hereunder:  THIS RESTRICTED STOCK UNIT AGREEMENT
(this Agreement) dated as of the 13th day
of February, 2009, between EarthLink, Inc., a Delaware corporation (the Company),
and                                       
(the Participant) is made pursuant and subject to the provisions of the Companys
2006 Equity and Cash Incentive Plan (the Plan), a copy of which is attached
hereto.  All terms used herein that are
defined in the Plan have the same meaning given them in the Plan.  1.Grant of Restricted Stock Units.  Pursuant to the Plan and the Companys 2008
Incentive Bonus Plan (the Bonus Plan), the Company, on February     ,
2009 (the Date of Grant), granted to the Participant                     
Restricted Stock Units, each Restricted Stock Unit corresponding to one share
of the Common Stock of the Company (this Award).  Subject to the terms and conditions of the
Plan, each Restricted Stock Unit represents an unsecured promise of the Company
to deliver, and the right of the Participant to receive, one share of the
Common Stock of the Company at the time and on the terms and conditions set
forth herein.  As a holder of Restricted
Stock Units, the Participant has only the rights of a general unsecured
creditor of the Company. This Award is payment to the Participant under the
Bonus Plan for the amount of the Participants Performance Bonus (as defined in
the Bonus Plan) that exceeded the Participants Target Performance Bonus (as
defined in the Bonus Plan) for the 2008 calendar year.  2.Terms and Conditions.  This Award is subject to the following terms
and conditions:  (a)Vesting of Award.  (i)In General.  Except as otherwise provided below, one
hundred percent (100%) of the outstanding Restricted Stock Units shall become
earned and payable on August 13, 2009, provided the Participant has been
continuously employed by, or providing services to,the Company or an Affiliate from the Date of Grant until
such time. Notwithstanding the foregoing, one hundred percent (100%) of the
outstanding Restricted Stock Units shall become earned and payable if, prior to
August 13, 2009, (A) a Change in Control occurs and the Company or an
Affiliate terminates the Participants employment for any reason other than Cause
(as defined in the Bonus Plan), death or Disability (as defined in the Bonus
Plan) or (B) before a Change in Control occurs the Company or an Affiliate
terminates the Participants employment as the result of a position
elimination, such that the Participant is entitled to receive benefits under
any position elimination and severance plan maintained by the Company or


Affiliate, provided
in either case that the Participant has been continuously employed by, or
providing services to, the Company or an Affiliate from the Date of Grant until
the time of such termination of employment.  (ii)Vesting Date.  Outstanding Restricted Stock Units shall be
forfeitable until they become earned and payable as described above.  The date upon which the Restricted Stock
Units become earned and payable shall be referred to as the Vesting Date.  (b)Settlement of Award.  Subject to the terms of this Section 2
and Section 3 below, the Company shall issue to the Participant one share
of Common Stock for each Restricted Stock Unit that becomes earned and payable
under Section 2(a) above and shall deliver to the Participant such
shares as soon as practicable (and within 30 days) after the Vesting Date.  As a condition to the settlement of the
Award, the Participant shall be required to pay any required withholding taxes
attributable to the Award in cash or cash equivalent acceptable to the
Committee.  However, the Company in its
discretion may, but is not required to, allow the Participant to satisfy any
such applicable withholding taxes (i) by allowing the Participant to
surrender shares of Common Stock that the Participant already owns (but only
for the minimum required withholding), (ii) through a cashless transaction
through a broker, (iii) by such other medium of payment as the Committee
shall authorize or (iv) by any combination of the allowable methods of
payment set forth herein.  3.Termination of Award.  Notwithstanding any other provision of this
Agreement, outstanding Restricted Stock Units that have not become earned and
payable as of August 13, 2009 or, if earlier, on or before the termination
of the Participants employment withthe
Company or an Affiliate, shall expire and may not become earned and payable
after such time.  4.Shareholder Rights.  Except as set forth in Section 6 below,
the Participant shall not have any rights as a shareholder with respect to
shares of Common Stock subject to any Restricted Stock Units until issuance of
such shares of Common Stock.  The Company
may include on any certificates representing shares of Common Stock issued
pursuant to this Award such legends referring to any representations,
restrictions or any other applicable statements as the Company, in its
discretion, shall deem appropriate.  5.Transferability.  Except as otherwise provided herein, this
Award is not transferable other than by will or the laws of descent and
distribution.  If this Award is
transferred by will or the laws of descent and distribution, the Award must be
transferred in its entirety to the same person or persons or entity or
entities.  Notwithstanding the foregoing,
the Participant, at any time prior to the Participants death, may transfer all
or any portion of this Award to the Participants children, grandchildren,
spouse, one or more trusts for the benefit of such family members or a
partnership in which such family members are the only partners, on such terms
and conditions as are appropriate for such transferees to be included in the
class of transferees who may rely on a Form S-8 registration statement
under the Securities Act of 1933 to sell shares received pursuant to the
Award.  Any such transfer will be
permitted only if (i) the Participant does not receive any consideration
for the transfer and (ii) the Committee expressly approves the
transfer.  Any transferee to whom this
Award is transferred shall be bound by the same terms and conditions that
governed the Award during the time it was held by the Participant (which terms
and conditions shall still be read from the perspective of the  2


Participant);
provided, however, that such transferee may not transfer the Award except than
by will or the laws of descent and distribution.  Any such transfer shall be evidenced by an
appropriate written document that the Participant and the transferee execute
and the Participant shall deliver a copy thereof to the Committee on or before
the effective date of the transfer.  No
right or interest of the Participant or any transferee in this Award shall be
liable for, or subject to, any lien, liability or obligation of the Participant
or transferee.  6.Cash Dividends.  For so long as the Participant holds
outstanding Restricted Stock Units, if the Company pays any cash dividends on
its Common Stock, then the Company will pay the Participant in cash for each
outstanding Restricted Stock Unit covered by this Award as of the record date
for such dividend, less any required withholding taxes, the per share amount of
such dividend that the Participant would have received had the Participant
owned the underlying shares of Common Stock as of the record date of the
dividend if, and only if, the Restricted Stock Units become earned and payable and
the related shares of Common Stock are issued to the Participant.  In that case, the Company shall pay such cash
amounts to the Participant, less any required withholding taxes, at the same
time the related shares of Common Stock are delivered.  The additional payments pursuant to this Section 6
shall be treated as a separate arrangement.  7.Change in Capital Structure.  The terms of this Award shall be adjusted in
accordance with the terms and conditions of the Plan as the Committee
determines is equitably required in the event the Company effects one or more
stock dividends, stock splits, subdivisions or consolidations of shares or
other similar changes in capitalization.  8.Notice.  Any notice or other communication given
pursuant to this Agreement, or in any way with respect to the Award, shall be
in writing and shall be personally delivered or mailed by United States
registered or certified mail, postage prepaid, return receipt requested, to the
following addresses:  If to the Company:
  
  EarthLink, Inc.1375 Peachtree Street - Level AAtlanta, Georgia 30309Attention: General CounselIf to the Participant:  9.No Right to Continued Employment
or Service.  Neither the Plan, the granting of this Award
nor any other action taken pursuant to the Plan or this Award constitutes or is
evidence of any agreement or understanding, express or implied, that the
Company or any Affiliate will retain the Participant as an employee or other
service provider for any period of time or at any particular rate of
compensation.  10.Agreement to Terms of Plan and
Agreement.  The Participant has received a copy of the
Plan, has read and understands the terms of the Plan and this Agreement, and
agrees to be bound by their terms and conditions.  3


11.Tax Consequences.  The Participant acknowledges that (i) there
may be adverse tax consequences upon acquisition or disposition of the shares
of Common Stock issued pursuant to this Award and (ii) Participant should
consult a tax adviser prior to such acquisition or disposition.  This Award is intended to be exempt from Code
Section 409A.  However, the
Participant is solely responsible for determining the tax consequences of the
Award and for satisfying the Participants tax obligations with respect to the
Award (including, but not limited to, any income or excise taxes resulting from
the application of Code Section 409A), and the Company shall not be liable
if this Award is subject to Code Section 409A.  12.Binding Effect.  Subject to the limitations stated above and
in the Plan, this Agreement shall be binding upon and inure to the benefit of
the distributees, legatees and personal representatives of the Participant and
the successors of the Company.  13.Conflicts.  In the event of any conflict between the
provisions of the Plan and the provisions of this Agreement, the provisions of
the Plan shall govern.  All references
herein to the Plan shall mean the Plan as in effect on the date hereof.  14.Counterparts.  This Agreement may be executed in a number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one in the same instrument.  15.Miscellaneous.  The parties agree to execute such further
instruments and take such further actions as may be necessary to carry out the
intent of the Plan and this Agreement. 
This Agreement and the Plan shall constitute the entire agreement of the
parties with respect to the subject matter hereof.  16.Governing Law.  This Agreement shall be governed by the laws
of the State of Delaware, except to the extent federal law applies.  4


IN WITNESS WHEREOF, the Company has caused
this Agreement to be signed by a duly authorized officer, and the Participant
has affixed his signature hereto.  COMPANY:EARTHLINK, INC.By:Name:Title:PARTICIPANT:[Participants Name]  5