Unassociated Document


    
       

      Exhibit
10.6

       

      WEB.COM
GROUP, INC.

      


      AMENDED
AND RESTATED

      


      EXECUTIVE
SEVERANCE BENEFIT PLAN

      


      Section
1.     INTRODUCTION.

      


      The
Web.com Group, Inc. Executive Severance Benefit Plan (the “Plan”) was
established effective April 6, 2005, and amended and restated on October 23,
2007 and December 11, 2008.  The purpose of the Plan is to provide for
the payment of severance benefits to certain executive employees of Web.com
Group, Inc. (the “Company”)
upon the termination of their employment under specified
circumstances.  This Plan shall supersede any executive severance
benefit plan, policy or practice previously maintained by the Company for any
Eligible Employee (as defined in Section 2(a)(1) below).  This Plan
document is also the Summary Plan Description for the Plan.

      


      Section
2.    
ELIGIBILITY FOR BENEFITS.

      


      (a)     General
Rules.  Subject to the requirements set forth herein, the
Company will grant severance benefits under the Plan to Eligible
Employees.

      


      (1)     Definition of
“Eligible
Employee.” For
purposes of this Plan, Eligible Employees shall be those employees of the
Company who are approved for participation in the Plan by the Company’s Board of
Directors (the “Board”) as
listed in APPENDIX A
hereto.  The determination of whether an employee is an Eligible
Employee shall be made by the Board, in its sole discretion, and such
determination shall be binding and conclusive on all persons.  If an
employee who is deemed an Eligible Employee by the Board has an individually
negotiated employment agreement with the Company relating to severance benefits
that is in effect on his or her termination date, the provisions of that
agreement relating to severance benefits shall be superseded by the terms of
this Plan; provided,
however, that all other remaining provisions of that agreement shall
remain in effect.

      


      (2)     Release of
Claims.  To be eligible to receive benefits under the Plan, an
Eligible Employee must execute a general waiver and release in substantially the
form attached hereto as EXHIBIT
A, EXHIBIT B or
EXHIBIT C, as
appropriate, within the time provided therein, and such release must become
effective in accordance with its terms, but in all cases the release must become
effective within 60 days following the date of the Eligible Employee’s
“separation from service” (as defined under Treasury Regulation Section
1.409A-1(h)).  The Company, in its sole discretion, may modify the
form of the required release to comply with applicable law and shall determine
the form of the required release, which may be incorporated into a termination
agreement or other agreement with the Eligible Employee.  Such release
shall include non-competition and non-solicitation provisions as deemed
appropriate by the Company in its sole discretion.

      


      (3)     Return of
Property.  To be eligible to receive benefits under the Plan,
an Eligible Employee must return all Company property which he or she has had in
his or her possession at any time, including but not limited to any materials
which contain or embody any proprietary or confidential information of the
Company and any computers, mobile telephones or other physical
property.

      


      
        
          
          

        

        
          1.

          
            

          

        

        
          
          

        

      

      (b)     Exceptions to Benefit
Entitlement.  An employee, including an employee who otherwise
is an Eligible Employee, will not receive benefits under the Plan if the
employee is terminated for Cause (as defined herein), if the employee resigns
without Good Reason (as defined herein), or if the employee’s employment is
terminated as a result of the employee’s death or disability, in each case as
determined by the Company in its sole discretion.

      


      Section
3.     AMOUNT OF
BENEFIT.

      


      (a)     Termination without
Cause or Resignation for Good Reason.  If at any time the
Company terminates an Eligible Employee’s employment without Cause (as defined
herein), or the Eligible Employee resigns for Good Reason (as defined herein),
and such termination constitutes a “separation from service” (as defined above),
the Company shall provide the Eligible Employee with the following severance
benefits:

      


      (1)     A cash
severance benefit in an amount equal to the sum of (i) six (6) months of the
Eligible Employee’s Base Salary (as defined herein) and (ii) 50% of the greater
of (A) 80% of the Eligible Employee’s Target Bonus (as defined herein) for the
year in which the termination occurs and (B) the prior year’s Target Bonus
actually earned by the Eligible Employee, subject to withholdings and
deductions, which aggregate amount shall be paid in the form of substantially
equal installments on the Company’s regular payroll dates for the first six (6)
months following the date of the Eligible Employee’s termination; provided, however, no
payments shall be made prior to the effective date of the Eligible Employee’s
release of claims.  On the first regular payroll date following the
effective date of the Eligible Employee’s release of claims, the Company will
pay the Eligible Employee the payments that would have been paid on and through
such date pursuant to the prior sentence but for the delay pending the
effectiveness of the release, with the balance of the payments paid thereafter
on the original schedule;

      


      (2)     Acceleration
of the vesting of the unvested shares of common stock held by the Eligible
Employee that were issued pursuant to his or her compensatory equity awards and
the unvested shares of common stock subject to unexercised stock options then
held by the Eligible Employee such that the shares that would have vested under
such awards had the Eligible Employee remained employed by the Company for six
(6) months following the termination of the Eligible Employee’s employment shall
vest and, in the case of options, become immediately exercisable (or, if no
shares would vest during such time under a specific award due to a cliff vesting
provision, then the number of shares vesting and becoming exercisable pursuant
to this paragraph shall equal the product of (i) the total number of shares
subject to the award and (ii) a fraction, the numerator of which is six (6) and
the denominator of which is the total number of months in the vesting schedule),
with such vesting occurring as of the date of the Eligible Employee’s
termination (such acceleration of vesting, the “6 Month
Acceleration”);

      


      (3)     Extension of
the post-termination exercise period of all non-statutory stock options then
held by the Eligible Employee so that such options, to the extent vested, are
exercisable until the earlier of (i) the original term expiration date for such
award and (ii) the first anniversary of the Eligible Employee’s termination
date; and

      


      
        
          
          

        

        
          2.

          
            

          

        

        
          
          

        

      

      (4)     Provided that
the Eligible Employee is eligible to continue coverage under a health, dental,
or vision plan
sponsored by the Company under the Consolidated Omnibus Budget Reconciliation
Act of 1985 (“COBRA”) at
the time of the Eligible Employee’s termination and timely elects such
continuation of coverage under COBRA, the Company will pay COBRA premiums on
behalf of the Eligible Employee for a period of up to six (6) months following
the Eligible Employee’s termination of employment (but in no event longer that
the date on which the Eligible Employee ceases to be eligible for
COBRA).  Upon the conclusion of such period of insurance premium
payments made by the Company, the Eligible Employee will be responsible for the
entire payment of premiums required under COBRA for the duration of the COBRA
period.  No provision of this Plan will affect the continuation
coverage rules under COBRA, except that the Company’s payment of any applicable
insurance premiums will be credited as payment by the Eligible Employee for
purposes of the Eligible Employee’s payment required under
COBRA.  Therefore, the period during which an Eligible Employee may
elect to continue the Company’s health, dental, or vision plan coverage at his
or her own expense under COBRA, the length of time during which COBRA coverage
will be made available to the Eligible Employee, and all other rights and
obligations of the Eligible Employee under COBRA (except the obligation to pay
insurance premiums that the Company pays in accordance with the foregoing) will
be applied in the same manner that such rules would apply in the absence of this
Plan.  For purposes of this Section 3(a)(3), (i) references to COBRA
shall be deemed to refer also to analogous provisions of state law and (ii) any
applicable insurance premiums that are paid by the Company shall not include any
amounts payable by the Eligible Employee under an Internal Revenue Code Section
125 health care reimbursement plan, which amounts, if any, are the sole
responsibility of the Eligible Employee.

      


      (b)     Termination without
Cause or Resignation for Good Reason Following a Change of
Control.  If the Company terminates an Eligible Employee’s
employment without Cause, or the Eligible Employee resigns for Good Reason, at
any time during the period commencing on the effective date of a Change of
Control (as defined herein) and ending eighteen (18) months following the
effective date of the Change of Control, and provided such termination
constitutes a separation from service, then the Eligible Employee shall be
entitled to the benefits set forth in Section 3(a); provided, however, that in
lieu of the 6 Month Acceleration, the vesting (and, in the case of options,
exercisability) of each then-unvested equity award held by the Eligible Employee
shall be accelerated as to that number of shares equal to the greater of (1) the
6 Month Acceleration and (2) fifty percent (50%) of the then-unvested shares
subject to such award, with such accelerated vesting (and exercisability)
effective as of the date of the Eligible Employee’s termination of
employment.  In the event of a termination of employment on the
effective date of a Change of Control, the vesting in Section 3(c) shall apply
first and the vesting in this Section 3(b) shall apply second.

      


      (c)     Single
Trigger Vesting.

      


      (1)     Immediately
prior to a Change of Control, and subject to the Eligible Employee’s continued
employment with the Company through such time, 25% of the then-unvested shares
subject to each then-outstanding equity award (or such lesser number as then
remain unvested) held by the Eligible Employee shall become fully vested, and,
as applicable, exercisable.

      


      
        
          
          

        

        
          3.

          
            

          

        

        
          
          

        

      

      (2)     In addition,
in the event of a Change of Control in which either (i) the acquiring or
surviving entity does not agree to assume or otherwise continue an Eligible
Employee’s outstanding equity awards, or (ii) the acquiring or surviving entity
does assume or otherwise continue the Eligible Employee’s outstanding equity
awards but such awards cease to cover shares of common stock that are readily
tradable on an established securities market, then 100% of the shares subject to
each then-outstanding unvested equity award held by the Eligible Employee shall
become fully vested, and, as applicable, exercisable.

      


      (d)     Definitions.

      


      (1)     For purposes
of this Plan, “Cause”
shall mean (A) conviction of any felony or any crime involving moral turpitude
or dishonesty; (B) perpetration of a material fraud or act of dishonesty against
the Company; (C) in the event of a termination prior to a Change of Control,
persistent, willful and material breach of the Eligible Employee’s duties that
has not been cured within 30 days after written notice from the Company’s Board
of Directors of such breach; or (D) material breach of any Proprietary
Information and Inventions Agreement between the Eligible Employee and the
Company that has not been cured within thirty (30) days after written notice
from the Company’s Board of Directors, or has cause irreparable damage incapable
of cure.

      


      (2)     For purposes
of this Plan, “Good
Reason” shall mean the Eligible Employee’s resignation from all positions
he or she then-holds with the Company if (A) (I) there is a material adverse
change in the Eligible Employee’s position causing such position to be of
materially reduced stature or responsibility, (II) there is a material reduction
of the Eligible Employee’s base compensation, or (III) the Eligible Employee is
required to relocate his or her primary work location to a facility or location
that would increase the Eligible Employee’s one way commute distance by more
than twenty (20) miles from the Eligible Employee’s primary work location as of
immediately prior to such change, (B) the Eligible Employee provides written
notice to the Company’s General Counsel within the 60-day period immediately
following such material change or reduction, (C) such material change or
reduction is not remedied by the Company within thirty (30) days following the
Company’s receipt of such written notice and (D) the Eligible Employee’s
resignation is effective not later than ninety (90) days after the expiration of
such thirty (30) day cure period.

      


      (3)     Change of Control.
For purposes of the Plan, a “Change of
Control” shall mean any of the following in connection with which the
Eligible Employee receives cash or readily marketable securities in exchange for
all or substantially all of the Eligible Employee’s shares of capital stock of
the Company: (A) a sale, lease or other disposition in one transaction or a
series of transactions, of all or substantially all of the assets of the
Company, (B) a merger or consolidation in which the Company is not the surviving
entity or if the Company is the surviving entity, as a result of which the
shares of the Company’s capital stock are converted into or exchanged for cash,
securities of another entity, or other property, unless (in any case) the
holders of the Company’s outstanding shares of capital stock immediately before
such transaction own more than fifty percent (50%) of the combined voting power
of the outstanding securities of the surviving entity immediately after the
transaction, (C) the Company’s stockholders approve a plan or proposal to
liquidate or dissolve the Company or (D) a person or group hereafter acquires
beneficial ownership of more than fifty percent (50%) of the outstanding voting
securities of the Company (all within the meaning of Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the regulations promulgated
thereunder).

      


      
        
          
          

        

        
          4.

          
            

          

        

        
          
          

        

      

      (4)     For purposes
of calculating Plan benefits, “Base
Salary” shall mean the Eligible Employee’s base pay (excluding incentive
pay, premium pay, commissions, overtime, bonuses and other forms of variable
compensation), at the rate in effect during the last regularly scheduled payroll
period immediately preceding the Eligible Employee’s termination (ignoring any
reduction in Base Salary that is the basis for the Eligible Employee’s
resignation for Good Reason, as applicable).

      


      (5)     For purposes
of calculating Plan benefits, “Target
Bonus” shall mean the Eligible Employee’s target bonus amount as most
recently determined for the year of termination by the Company, generally (but
not necessarily) expressed as a percentage of Base Salary.

      


      (e)     Other Employee
Benefits.  All other benefits (such as life insurance,
disability coverage, and 401(k) plan coverage) terminate as of the Eligible
Employee’s termination date (except to the extent that a conversion privilege
may be available thereunder).

      


      (f)     Certain
Reductions.  The Company shall reduce an Eligible Employee’s
severance benefits, in whole or in part, by any other severance benefits, pay in
lieu of notice, or other similar benefits payable to the Eligible Employee by
the Company that become payable in connection with the Eligible Employee’s
termination of employment pursuant to (i) any applicable legal requirement,
including, without limitation, the Worker Adjustment and Retraining Notification
Act (the “WARN
Act”), or (ii) any Company policy or practice providing for the
Eligible Employee to remain on the payroll for a limited period of time after
being given notice of the termination of the Eligible Employee’s
employment.  The benefits provided under this Plan are intended to
satisfy, in whole or in part, any and all statutory obligations that may arise
out of an Eligible Employee’s termination of employment, and the Plan
Administrator shall so construe and implement the terms of the
Plan.  In the Company’s sole discretion, such reductions may be
applied on a retroactive basis, with severance benefits previously paid being
recharacterized as payments pursuant to the Company’s statutory
obligation.

      


      Section
4.     LIMITATIONS ON
PAYMENTS.

      


      (a)     Taxes and
Offsets.  All payments under the Plan will be subject to
applicable withholding for federal, state and local taxes.  If an
Eligible Employee is indebted to the Company at his or her termination date, the
Company reserves the right to offset any severance payments under the Plan by
the amount of such indebtedness.  In no event shall payment of any
Plan benefit be made prior to the Eligible Employee’s separation from service or
prior to the effective date of the release described in Section
2(a)(2).

      


      (b)     Best After
Tax.  If any payment or benefit (including payments and
benefits pursuant to this Agreement) that an Eligible Employee would receive in
connection with a Change of Control from the Company or otherwise (“Payment”)
would (i) constitute a “parachute payment” within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended (the “Code”),
and (ii) but for this sentence, be subject to the excise tax imposed by Section
4999 of the Code (the “Excise
Tax”), then the Company shall cause to be determined, before any amounts
of the Payment are paid to the Eligible Employee, which of the following two
alternative forms of payment would maximize the Eligible Employee’s after-tax
proceeds: (i) payment in full of the entire amount of the Payment (a “Full
Payment”), or (ii) payment of only a part of the Payment so that the
Eligible Employee receives the largest payment possible without the imposition
of the Excise Tax (a “Reduced
Payment”), whichever amount results in the Participant’s
receipt, on an after-tax basis, of the greater amount of the Payment
notwithstanding that all or some portion of the Payment may be subject to the
Excise Tax.  For purposes of determining whether to make a Full
Payment or a Reduced Payment, the Company shall cause to be taken into account
all applicable federal, state and local income and employment taxes and the
Excise Tax (all computed at the highest applicable marginal rate, net of the
maximum reduction in federal income taxes which could be obtained from a
deduction of such state and local taxes).  If a Reduced Payment is
made, (i) the Payment shall be paid only to the extent permitted under the
Reduced Payment alternative, and the Eligible Employee shall have no rights to
any additional payments and/or benefits constituting the Payment, and (ii)
reduction in payments and/or benefits shall occur in the following order: (1)
reduction of cash payments; (2) cancellation of accelerated vesting of equity
awards other than stock options; (3) cancellation of accelerated vesting of
stock options; and (4) reduction of other benefits paid to the Eligible
Employee.  In the event that acceleration of compensation from the
Eligible Employee’s equity awards is to be reduced, such acceleration of vesting
shall be canceled in the reverse order of the date of grant.

      


      
        
          
          

        

        
          5.

          
            

          

        

        
          
          

        

      

      The
independent professional firm engaged by the Company for general tax audit
purposes as of the day prior to the effective date of the Change of Control
shall make all determinations required to be made under this Section
4(b).  If the firm so engaged by the Company is serving as accountant
or auditor for the individual, entity or group effecting the Change of Control,
the Company shall appoint a nationally recognized independent professional firm
to make the determinations required hereunder.  The Company shall bear
all expenses with respect to the determinations by such firm required to be made
hereunder.

      


      The firm
engaged to make the determinations hereunder shall provide its calculations,
together with detailed supporting documentation, to the Company and the Eligible
Employee within fifteen (15) calendar days after the date on which the Eligible
Employee’s right to a Payment is triggered (if requested at that time by the
Company or the Eligible Employee) or such other time as requested by the Company
or the Eligible Employee.  If the firm determines that no Excise Tax
is payable with respect to a Payment, either before or after the application of
the Reduced Amount, it shall furnish the Company and the Eligible Employee with
an opinion reasonably acceptable to the Eligible Employee that no Excise Tax
will be imposed with respect to such Payment.  Any good faith
determinations of the firm made hereunder shall be final, binding and conclusive
upon the Company and the Eligible Employee.

      


      (c)     Code Section
409A.  If the Company (or, if applicable, the successor entity
thereto) determines that the severance payments and benefits provided under the
Plan (the “Plan
Payments”) constitute “deferred compensation” under Code Section 409A
(together, with any state law of similar effect, “Section
409A”) and an Eligible Employee is a “specified employee” of the Company
or any successor entity thereto, as such term is defined in Section
409A(a)(2)(B)(i) (a “Specified
Employee”) on his or her separation from service, then, solely to the
extent necessary to avoid the incurrence of the adverse personal tax
consequences under Section 409A, the timing of the Plan Payments shall be
delayed as follows:  on the earlier to occur of (i) the date that is
six months and one day after the date of his or her separation from service or
(ii) the date of the Eligible Employee’s death (such earlier date, the “Delayed Initial
Payment Date”), the Company (or the successor entity thereto, as
applicable) shall (A) pay to the Eligible Employee a lump sum amount equal to
the sum of the Plan Payments that the Eligible Employee would otherwise have
received through the Delayed Initial Payment Date (including reimbursement for
any premiums paid by the Eligible Employee for health insurance coverage under
COBRA) if the commencement of the payment of the Plan Payments had not been
delayed pursuant to this Section 4(c) and (B) commence paying the balance of the
Plan Payments in accordance with the applicable payment schedules set forth in
Section 3 above.  It is intended that (i) each installment of the Plan
Payments provided under this Plan is a separate “payment” for purposes of
Section 409A, (ii) all of the Plan Payments satisfy, to the greatest extent
possible, the exemptions from the application of Section 409A provided under of
Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this
Plan will be construed to the greatest extent possible as consistent with those
provisions.

      


      
        
          
          

        

        
          6.

          
            

          

        

        
          
          

        

      

      Section
5.     REEMPLOYMENT.

      


      In the
event of an Eligible Employee’s reemployment by the Company during the period of
time in respect of which Plan Payments have been paid, the Company, in its sole
discretion, may require such Eligible Employee to repay to the Company all or a
portion of such Plan Payments as a condition of reemployment.

      


      Section
6.     RIGHT TO INTERPRET
PLAN; AMENDMENT AND TERMINATION.

      


      (a)     Exclusive
Discretion.  The Plan Administrator (set forth in Section
11(d)) shall have the exclusive discretion and authority to establish rules,
forms, and procedures for the administration of the Plan and to construe and
interpret the Plan and to decide any and all questions of fact, interpretation,
definition, computation or administration arising in connection with the
operation of the Plan, including, but not limited to, the eligibility to
participate in the Plan and amount of benefits paid under the
Plan.  The rules, interpretations, computations and other actions of
the Plan Administrator shall be binding and conclusive on all
persons.

      


      (b)     Amendment or
Termination.  The Company reserves the right to amend or
terminate this Plan (including Appendix A) or the benefits provided hereunder at
any time prior to a Change of Control; provided, however, that no
such amendment or termination shall affect the right to any unpaid benefit of
any Eligible Employee whose termination date has occurred prior to amendment or
termination of the Plan.  Any purported amendment or termination of
this Plan (and the exhibits and appendices hereto) upon or following a Change of
Control will not be effective as to any Eligible Employee who has not consented,
in writing, to such amendment or termination.  Any action amending or
terminating the Plan shall be in writing and executed by the Chief Executive
Officer or Chief Financial Officer of the Company.

      


      
        
          
          

        

        
          7.

          
            

          

        

        
          
          

        

      

      Section
7.     NO IMPLIED EMPLOYMENT
CONTRACT.

      


      The Plan
shall not be deemed to (i) give any employee or other person any right to be
retained in the employ of the Company or (ii) interfere with the right of the
Company to discharge any employee or other person at any time, with or without
cause, which right is hereby reserved.

      


      Section
8.     LEGAL
CONSTRUCTION.

      


      This Plan
is intended to be governed by and shall be construed in accordance with the
Employee Retirement Income Security Act of 1974 (“ERISA”)
and, to the extent not preempted by ERISA, the laws of the State of
Florida.

      


      Section
9.     CLAIMS, INQUIRIES AND
APPEALS.

      


      (a)     Applications for
Benefits and Inquiries.  Any application for benefits,
inquiries about the Plan or inquiries about present or future rights under the
Plan must be submitted to the Plan Administrator in writing by an applicant (or
his or her authorized representative).

      


      (b)     Denial of
Claims.  In the event that any application for benefits is
denied in whole or in part, the Plan Administrator must provide the applicant
with written or electronic notice of the denial of the application, and of the
applicant’s right to review the denial.  Any electronic notice will
comply with the regulations of the U.S. Department of Labor.  The
notice of denial will be set forth in a manner designed to be understood by the
applicant and will include the following:

      


      (1)     the specific
reason or reasons for the denial;

      


      (2)     references to
the specific Plan provisions upon which the denial is based;

      


      (3)     a description
of any additional information or material that the Plan Administrator needs to
complete the review and an explanation of why such information or material is
necessary; and

      


      (4)     an explanation
of the Plan’s review procedures and the time limits applicable to such
procedures, including a statement of the applicant’s right to bring a civil
action under section 502(a) of ERISA following a denial on review of the claim,
as described in Section 9(d) below.

      


      This
notice of denial will be given to the applicant within ninety (90) days after
the Plan Administrator receives the application, unless special circumstances
require an extension of time, in which case, the Plan Administrator has up to an
additional ninety (90) days for processing the application.  If an
extension of time for processing is required, written notice of the extension
will be furnished to the applicant before the end of the initial ninety (90) day
period.

      


      
        
          
          

        

        
          8.

          
            

          

        

        
          
          

        

      

      This
notice of extension will describe the special circumstances necessitating the
additional time and the date by which the Plan Administrator is to render its
decision on the application.

      


      (c)     Request for a
Review.  Any person (or that person’s authorized
representative) for whom an application for benefits is denied, in whole or in
part, may appeal the denial by submitting a request for a review to the Plan
Administrator within sixty (60) days after the application is
denied.  A request for a review shall be in writing and shall be
addressed to the Plan Administrator.

      


      A request for review must set forth all
of the grounds on which it is based, all facts in support of the request and any
other matters that the applicant feels are pertinent.  The applicant
(or his or her representative) shall have the opportunity to submit (or the Plan
Administrator may require the applicant to submit) written comments, documents,
records, and other information relating to his or her claim.  The
applicant (or his or her representative) shall be provided, upon request and
free of charge, reasonable access to, and copies of, all documents, records and
other information relevant to his or her claim.  The review shall take
into account all comments, documents, records and other information submitted by
the applicant (or his or her representative) relating to the claim, without
regard to whether such information was submitted or considered in the initial
benefit determination.

      


      (d)     Decision on
Review.  The Plan Administrator will act on each request for
review within sixty (60) days after receipt of the request, unless special
circumstances require an extension of time (not to exceed an additional sixty
(60) days), for processing the request for a review.  If an extension
for review is required, written notice of the extension will be furnished to the
applicant within the initial sixty (60) day period.  This notice of
extension will describe the special circumstances necessitating the additional
time and the date by which the Plan Administrator is to render its decision on
the review.  The Plan Administrator will give prompt, written or
electronic notice of its decision to the applicant. Any electronic notice will
comply with the regulations of the U.S. Department of Labor.  In the
event that the Plan Administrator confirms the denial of the application for
benefits in whole or in part, the notice will set forth, in a manner calculated
to be understood by the applicant, the following:

      


      (1)     the specific
reason or reasons for the denial;

      


      (2)     references to
the specific Plan provisions upon which the denial is based;

      


      (3)     a statement
that the applicant is entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records and other
information relevant to his or her claim; and

      


      (4)     a statement of
the applicant’s right to bring a civil action under section 502(a) of
ERISA.

      


      (e)     Rules and
Procedures.  The Plan Administrator will establish rules and
procedures, consistent with the Plan and with ERISA, as necessary and
appropriate in carrying out its responsibilities in reviewing benefit
claims.  The Plan Administrator may require an applicant who wishes to
submit additional information in connection with an appeal from the denial of
benefits to do so at the applicant’s own expense.

      


      
        
          
          

        

        
          9.

          
            

          

        

        
          
          

        

      

      (f)     Exhaustion of
Remedies.  No legal action for benefits under the Plan may be
brought until the applicant (i) has submitted a written application for
benefits in accordance with the procedures described by Section 9(a) above,
(ii) has been notified by the Plan Administrator that the application is
denied, (iii) has filed a written request for a review of the application
in accordance with the appeal procedure described in Section 9(c) above, and
(iv) has been notified that the Plan Administrator has denied the
appeal.  Notwithstanding the foregoing, if the Plan Administrator does
not respond to a Participant’s claim or appeal within the relevant time limits
specified in this Section 9, the Participant may bring legal action for benefits
under the Plan pursuant to Section 502(a) of ERISA.

      


      Section
10.   BASIS OF
PAYMENTS TO AND FROM PLAN.

      


      The Plan
shall be unfunded, and all cash payments under the Plan shall be paid only from
the general assets of the Company.

      


      Section
11.   OTHER PLAN
INFORMATION.

      


      (a)     Employer and Plan
Identification Numbers.  The Employer Identification Number
assigned to the Company (which is the “Plan
Sponsor” as that term is used in ERISA) by the Internal Revenue Service
is 94-3327894.  The Plan Number assigned to the Plan by the Plan
Sponsor pursuant to the instructions of the Internal Revenue Service is 510.

      


      (b)     Ending Date for
Plan’s Fiscal Year.  The date of the end of the fiscal year for
the purpose of maintaining the Plan’s records is December 31.

      


      (c)     Agent for the Service
of Legal Process.  The agent for the service of legal process
with respect to the Plan is the Plan Administrator.

      


      (d)     Plan Sponsor and
Administrator.  The “Plan Sponsor” and the “Plan Administrator”
of the Plan is:

      


      Web.com
Group, Inc.

      12808
Gran Bay Parkway West

      Jacksonville,
FL  32258

      


      The Plan Sponsor’s and Plan
Administrator’s telephone number is (904) 680-6600.  The Plan
Administrator is the named fiduciary charged with the responsibility for
administering the Plan.

      


      Section
12.   STATEMENT
OF ERISA RIGHTS.

      


      Participants
in this Plan (which is a welfare benefit plan sponsored by Web.com Group, Inc.)
are entitled to certain rights and protections under ERISA.  If you
are an Eligible Employee, you are considered a participant in the Plan and,
under ERISA, you are entitled to:

      


      
        
          
          

        

        
          10.

          
            

          

        

        
          
          

        

      

      (a)     Receive
Information About Your Plan and Benefits

      


      (1)     Examine,
without charge, at the Plan Administrator’s office and at other specified
locations, such as worksites, all documents governing the Plan and a copy of the
latest annual report (Form 5500 Series), if applicable, filed by the Plan with
the U.S. Department of Labor and available at the Public Disclosure Room of the
Employee Benefits Security Administration;

      


      (2)     Obtain, upon
written request to the Plan Administrator, copies of documents governing the
operation of the Plan and copies of the latest annual report (Form 5500 Series),
if applicable, and an updated (as necessary) Summary Plan
Description.  The Administrator may make a reasonable charge for the
copies; and

      


      (3)     Receive a
summary of the Plan’s annual financial report, if applicable.  The
Plan Administrator is required by law to furnish each participant with a copy of
this summary annual report.

      


      (b)     Prudent Actions by
Plan Fiduciaries.  In addition to creating rights for Plan
participants, ERISA imposes duties upon the people who are responsible for the
operation of the employee benefit plan.  The people who operate the
Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in
the interest of you and other Plan participants and beneficiaries.  No
one, including your employer, your union or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining a
Plan benefit or exercising your rights under ERISA.

      


      (c)     Enforce Your
Rights.  If your claim for a Plan benefit is denied or ignored,
in whole or in part, you have a right to know why this was done, to obtain
copies of documents relating to the decision without charge, and to appeal any
denial, all within certain time schedules.

      


      Under ERISA, there are steps you can
take to enforce the above rights.  For instance, if you request a copy
of Plan documents or the latest annual report from the Plan, if applicable, and
do not receive them within 30 days, you may file suit in a Federal
court.  In such a case, the court may require the Plan Administrator
to provide the materials and pay you up to $110 a day until you receive the
materials, unless the materials were not sent because of reasons beyond the
control of the Plan Administrator.

      


      If you have a claim for benefits which
is denied or ignored, in whole or in part, you may file suit in a state or
Federal court.

      


      If you are discriminated against for
asserting your rights, you may seek assistance from the U.S. Department of
Labor, or 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 order the person you have sued to pay these costs and
fees.  If you lose, the court may order you to pay these costs and
fees, for example, if it finds your claim is frivolous.

      


      (d)     Assistance with Your
Questions.  If you have any questions about the Plan, you
should contact the Plan Administrator.  If you have any questions
about this statement or about your rights under ERISA, or if you need assistance
in obtaining documents from the Plan Administrator, you should contact the
nearest office of the Employee Benefits Security Administration, U.S. Department
of Labor, listed in your telephone directory or the Division of Technical
Assistance and Inquiries, Employee Benefits Security Administration, U.S.
Department of Labor, 200 Constitution Avenue N.W., Washington, D.C.
20210.  You may also obtain certain publications about your rights and
responsibilities under ERISA by calling the publications hotline of the Employee
Benefits Security Administration.

      


      
        
          
          

        

        
          11.

          
            

          

        

        
          
          

        

      

      Section
13.   GENERAL
PROVISIONS.

      


      (a)     Notices.  Any
notice, demand or request required or permitted to be given by either the
Company or an Eligible Employee pursuant to the terms of this Plan shall be in
writing and shall be deemed given when delivered personally or deposited in the
U.S. mail with postage prepaid, and addressed to the parties, in the case of the
Company, at the address set forth in Section 11(d) and, in the case of an
Eligible Employee, at the address as set forth in the Company’s employment file
maintained for the Participant as previously furnished by the Participant or
such other address as a party may request by notifying the other in
writing.

      


      (b)     Transfer and
Assignment.  The rights and obligations of an Eligible Employee
under this Plan may not be transferred or assigned without the prior written
consent of the Company.  This Plan shall be binding upon any person
who is a successor by merger, acquisition, consolidation or otherwise to the
business formerly carried on by the Company without regard to whether or not
such person or entity actively assumes the obligations hereunder.

      


      (c)     Waiver. Any
party’s failure to enforce any provision or provisions of this Plan shall not in
any way be construed as a waiver of any such provision or provisions, nor
prevent any party from thereafter enforcing each and every other provision of
this Plan.  The rights granted the parties herein are cumulative and
shall not constitute a waiver of any party’s right to assert all other legal
remedies available to it under the circumstances.

      


      (d)     Severability.
Should any provision of this Plan (including any appendices hereto) be
declared or determined to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.

      


      (e)     Section
Headings.  Section headings in this Plan are included for
convenience of reference only and shall not be considered part of this Plan for
any other purpose.

      


      Section
14.   CIRCULAR
230 DISCLAIMER.

      


      THE FOLLOWING DISCLAIMER IS PROVIDED IN
ACCORDANCE WITH THE INTERNAL REVENUE SERVICE’S CIRCULAR 230 (21 CFR PART
10).  ANY ADVICE IN THIS PLAN IS NOT INTENDED OR WRITTEN TO BE USED,
AND IT CANNOT BE USED BY YOU FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY
BE IMPOSED ON YOU.  ANY ADVICE IN THIS PLAN WAS WRITTEN TO SUPPORT THE
PROMOTION OR MARKETING OF PARTICIPATION IN THE COMPANY’S SEVERANCE BENEFIT
PLAN.  YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES
FROM AN INDEPENDENT TAX ADVISOR.

      


      
        
          
          

        

        
          12.

          
            

          

        

        
          
          

        

      

      Section
15.    EXECUTION.

      


      To record
the adoption of the Plan as amended and restated and as set forth herein,
effective as of December 11, 2008, the Company has caused its duly authorized
officer to execute the same as of December 11, 2008.

      


      
        
          	 	WEB.COM GROUP,
      INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ David
      L. Brown	 
	 	 	David
      L. Brown	 
	 	 	Chief
      Executive Officer	 
	 	 	 	 


        



       

      
        
          
          

        

        
          13.

          
            

          

        

        
          
          

        

      

      For
Employees Age 40 or Older
Individual
Termination


       

      EXHIBIT
A

      


      RELEASE
AGREEMENT

      


      


      I
understand and agree completely to the terms set forth in the Web.com Group,
Inc. Executive Severance Benefit Plan (the “Plan”).

      


      I
understand that this Release, together with the Plan, constitutes the complete,
final and exclusive embodiment of the entire agreement between Web.com Group,
Inc. (the “Company”)
and me with regard to the subject matter hereof.  I am not relying on
any promise or representation by the Company that is not expressly stated
therein.  Certain capitalized terms used in this Release are defined
in the Plan.

      


      I hereby
confirm my obligations under the Company’s proprietary information and
inventions agreement.

      


      While
employed by the Company and for two (2) years immediately following the date on
which I cease to be employed by the Company for any reason, I agree not to
(whether directly or indirectly, personally or through others): (a) encourage,
induce, attempt to induce, solicit or attempt to solicit any employee of the
Company or any of the Company’s subsidiaries to leave his or her employment with
the Company or any of the Company’s subsidiaries, (b) encourage, induce, attempt
to induce, solicit or attempt to solicit any customer of the Company or any of
the Company’s subsidiaries to reduce or terminate its customer relationship with
the Company, or (c) be or become an officer, director, stockholder, owner,
co-owner, affiliate, partner, promoter, employee, agent, representative,
designer, consultant, advisor, manager, licensor, sublicensor, licensee or
sublicensee of, for or to, or otherwise be or become associated with or acquire
or hold (of record, beneficially or otherwise) any direct or indirect interest
in, any entity that engages directly or indirectly in competition with the
Company; provided,
however, that I may, without violating this paragraph, provide services
to a business division of a competing entity if such business division does not
compete with the Company and my services to the competing entity are limited to
such business division, and provided further, that I may
own, as a passive investor, an equity interest of any competing entity, so long
as my holdings in such entity do not in the aggregate constitute more than 1% of
the voting stock of such entity.  I acknowledge that, due to the
nature of the Company ‘s business and the products and services provided by the
Company, it is possible to compete with the Company from any location within the
world, and I acknowledge and agree that it is thus impossible to identify or
otherwise limit the geographic scope of this agreement and that it is reasonable
for the restrictions contained herein to apply on a worldwide
basis.

      


      Except as
otherwise set forth in this Release, I hereby generally and completely release
the Company and its parents, subsidiaries, successors, predecessors and
affiliates, and its and their partners, members, directors, officers, employees,
stockholders, shareholders, agents, attorneys, predecessors, insurers,
affiliates and assigns, from any and all claims, liabilities and obligations,
both known and unknown, that arise out of or are in any way related to events,
acts, conduct, or omissions occurring at any time prior to and including the
date I sign this Release.  This general release includes, but is not
limited to: (a) all claims arising out of or in any way related to my employment
with the Company or the termination of that employment; (b) all claims
related to my compensation or benefits, including salary, bonuses, commissions,
vacation pay, expense reimbursements, severance pay, fringe benefits, stock,
stock options, or any other ownership interests in the Company; (c) all
claims for breach of contract, wrongful termination, and breach of the implied
covenant of good faith and fair dealing; (d) all tort claims, including
claims for fraud, defamation, emotional distress, and discharge in violation of
public policy; and (e) all federal, state, and local statutory claims, including
claims for discrimination, harassment, retaliation, attorneys’ fees, or other
claims arising under the federal Civil Rights Act of 1964 (as amended), the
federal Americans with Disabilities Act of 1990 (as amended), the federal Age
Discrimination in Employment Act (as amended) (“ADEA”),
the federal Employee Retirement Income Security Act of 1974 (as amended), the
federal Americans with Disabilities Act of 1990, the federal Family and Medical
Leave Act (“FMLA”),
the California Family Rights Act (“CFRA”),
the California Labor Code (as amended), and the California Fair Employment and
Housing Act (as amended) and the California Fair Employment and Housing Act (as
amended); provided, however, that
nothing in this paragraph shall be construed in any way to release the Company
from its obligation to indemnify me pursuant to agreement or applicable law or
to prohibit me for contesting a claim for indemnification made by the Company or
any of the other persons released hereunder.

      


      
        
          
          

        

        
          1.

          
            

          

        

        
          
          

        

      

      For
Employees Age 40 or Older
Individual
Termination

       

       

      I
acknowledge that I am knowingly and voluntarily waiving and releasing any rights
I may have under the ADEA, and that the consideration given under the Plan for
the waiver and release in the preceding paragraph hereof is in addition to
anything of value to which I was already entitled.  I further
acknowledge that I have been advised by this writing, as required by the ADEA,
that:  (a) my waiver and release do not apply to any rights or
claims that may arise after the date I sign this Release; (b) I should
consult with an attorney prior to signing this Release (although I may choose
voluntarily not do so); (c) I have twenty-one (21) days to consider this
Release (although I may choose voluntarily to sign this Release earlier);
(d) I have seven (7) days following the date I sign this Release to revoke
the Release by providing written notice to an officer of the Company; and
(e) this Release shall not be effective until the date upon which the
revocation period has expired, which shall be the eighth day after I sign this
Release.

      


      I
acknowledge that I have read and understand Section 1542 of the California Civil
Code which reads as follows: “A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have materially
affected his settlement with the debtor.”  I hereby
expressly waive and relinquish all rights and benefits under that section and
any law of any jurisdiction of similar effect with respect to my release of any
claims hereunder.

      


      I hereby
represent that I have been paid all compensation owed and for all hours worked,
I have received all the leave and leave benefits and protections for which I am
eligible, pursuant to FMLA, CFRA, or otherwise, and I have not suffered any
on-the-job injury for which I have not already filed a workers’ compensation
claim.

      


      I
acknowledge that to become effective, I must sign and return this Release to the
Company so that it is received not later than twenty-one (21) days following the
later of the date of the termination of my employment and the date it is
provided to me.

       

       

      
        
          	 	 	 	
                  EMPLOYEE

                	 
	 	 	 	 	 
	 	 	 	 	 


        

         

        
          	
                	 	 	
                  Name: 

                	
                   

                	 
	 	 	 	
                  Date: 

                	 	 
	
                   

                	 	 	
                   

                	 
	
                   

                	 	 	
                   

                	 


        

      

      
 

      
        
          
          

        

        
          2.

          
            

          

        

        
          
          

        

      

      For Employees
Age 40 or Older
Group
Termination

      
 

      


      EXHIBIT
B

      


      RELEASE
AGREEMENT

      


      


      I
understand and agree completely to the terms set forth in the Web.com Group,
Inc. Executive Severance Benefit Plan (the “Plan”).

      


      I
understand that this Release, together with the Plan, constitutes the complete,
final and exclusive embodiment of the entire agreement between Web.com Group,
Inc. (the “Company”)
and me with regard to the subject matter hereof.  I am not relying on
any promise or representation by the Company that is not expressly stated
therein.  Certain capitalized terms used in this Release are defined
in the Plan.

      


      I hereby
confirm my obligations under the Company’s proprietary information and
inventions agreement.

      


      While
employed by the Company and for two (2) years immediately following the date on
which I cease to be employed by the Company for any reason, I agree not to
(whether directly or indirectly, personally or through others): (a) encourage,
induce, attempt to induce, solicit or attempt to solicit any employee of the
Company or any of the Company’s subsidiaries to leave his or her employment with
the Company or any of the Company’s subsidiaries, (b) encourage, induce, attempt
to induce, solicit or attempt to solicit any customer of the Company or any of
the Company’s subsidiaries to reduce or terminate its customer relationship with
the Company, or (c) be or become an officer, director, stockholder, owner,
co-owner, affiliate, partner, promoter, employee, agent, representative,
designer, consultant, advisor, manager, licensor, sublicensor, licensee or
sublicensee of, for or to, or otherwise be or become associated with or acquire
or hold (of record, beneficially or otherwise) any direct or indirect interest
in, any entity that engages directly or indirectly in competition with the
Company; provided,
however, that I may, without violating this paragraph, provide services
to a business division of a competing entity if such business division does not
compete with the Company and my services to the competing entity are limited to
such business division, and provided further, that I may
own, as a passive investor, an equity interest of any competing entity, so long
as my holdings in such entity do not in the aggregate constitute more than 1% of
the voting stock of such entity.  I acknowledge that, due to the
nature of the Company ‘s business and the products and services provided by the
Company, it is possible to compete with the Company from any location within the
world, and I acknowledge and agree that it is thus impossible to identify or
otherwise limit the geographic scope of this agreement and that it is reasonable
for the restrictions contained herein to apply on a worldwide
basis.

      


      Except as
otherwise set forth in this Release, I hereby generally and completely release
the Company and its parents, subsidiaries, successors, predecessors and
affiliates, and its and their partners, members, directors, officers, employees,
stockholders, shareholders, agents, attorneys, predecessors, insurers,
affiliates and assigns, from any and all claims, liabilities and obligations,
both known and unknown, that arise out of or are in any way related to events,
acts, conduct, or omissions occurring at any time prior to and including the
date I sign this Release.  This general release includes, but is not
limited to: (a) all claims arising out of or in any way related to my employment
with the Company or the termination of that employment; (b) all claims
related to my compensation or benefits, including salary, bonuses, commissions,
vacation pay, expense reimbursements, severance pay, fringe benefits, stock,
stock options, or any other ownership interests in the Company; (c) all
claims for breach of contract, wrongful termination, and breach of the implied
covenant of good faith and fair dealing; (d) all tort claims, including
claims for fraud, defamation, emotional distress, and discharge in violation of
public policy; and (e) all federal, state, and local statutory claims, including
claims for discrimination, harassment, retaliation, attorneys’ fees, or other
claims arising under the federal Civil Rights Act of 1964 (as amended), the
federal Americans with Disabilities Act of 1990 (as amended), the federal Age
Discrimination in Employment Act (as amended) (“ADEA”),
the federal Employee Retirement Income Security Act of 1974 (as amended), the
federal Americans with Disabilities Act of 1990, the federal Family and Medical
Leave Act (“FMLA”),
the California Family Rights Act (“CFRA”),
the California Labor Code (as amended), and the California Fair Employment and
Housing Act (as amended) and the California Fair Employment and Housing Act (as
amended); provided, however, that
nothing in this paragraph shall be construed in any way to release the Company
from its obligation to indemnify me pursuant to agreement or applicable law or
to prohibit me for contesting a claim for indemnification made by the Company or
any of the other persons released hereunder.

      


      
        
          
          

        

        
          1.

          
            

          

        

        
          
          

        

      

      For
Employees Age 40 or Older
Group
Termination

       

       

       

      I
acknowledge that I am knowingly and voluntarily waiving and releasing any rights
I may have under the ADEA, and that the consideration given under the Plan for
the waiver and release in the preceding paragraph hereof is in addition to
anything of value to which I was already entitled.  I further
acknowledge that I have been advised by this writing, as required by the ADEA,
that:  (a) my waiver and release do not apply to any rights or
claims that may arise after the date I sign this Release; (b) I should
consult with an attorney prior to signing this Release (although I may choose
voluntarily not to do so); (c) I have forty-five (45) days to consider this
Release (although I may choose voluntarily to sign this Release earlier);
(d) I have seven (7) days following the date I sign this Release to revoke
the Release by providing written notice to an office of the Company;
(e) this Release shall not be effective until the date upon which the
revocation period has expired, which shall be the eighth day after I sign this
Release; and (f) I have received with this Release a detailed list of the
job titles and ages of all employees who were terminated in this group
termination and the ages of all employees of the Company in the same job
classification or organizational unit who were not terminated.

      


      I
acknowledge that I have read and understand Section 1542 of the California Civil
Code which reads as follows: “A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have materially
affected his settlement with the debtor.”  I hereby
expressly waive and relinquish all rights and benefits under that section and
any law of any jurisdiction of similar effect with respect to my release of any
claims hereunder.

      


      I hereby
represent that I have been paid all compensation owed and for all hours worked,
I have received all the leave and leave benefits and protections for which I am
eligible, pursuant to FMLA, CFRA, or otherwise, and I have not suffered any
on-the-job injury for which I have not already filed a workers’ compensation
claim.

      


      I
acknowledge that to become effective, I must sign and return this Release to the
Company so that it is received not later than forty-five (45) days following the
later of the date of the termination of my employment and the date it is
provided to me.

       

      
         

        
          
            	 	 	 	
                    EMPLOYEE

                  	 
	 	 	 	 	 
	 	 	 	 	 


          

           

          
            	
                  	 	 	
                    Name: 

                  	
                     

                  	 
	 	 	 	
                    Date: 

                  	 	 
	
                     

                  	 	 	
                     

                  	 
	
                     

                  	 	 	
                     

                  	 


          

        

        


        
          
            
            

          

          
            2.

            
              

            

          

          
            
            

          

        

      

      For Employees
Under Age 40
Individual
and Group Termination

      
 

      
 

      EXHIBIT
C

      


      RELEASE
AGREEMENT

      


      


      I
understand and agree completely to the terms set forth in the Web.com Group,
Inc. Executive Severance Benefit Plan (the “Plan”).

      


      I
understand that this Release, together with the Plan, constitutes the complete,
final and exclusive embodiment of the entire agreement between Web.com Group,
Inc. (the “Company”)
and me with regard to the subject matter hereof.  I am not relying on
any promise or representation by the Company that is not expressly stated
therein.  Certain capitalized terms used in this Release are defined
in the Plan.

      


      I hereby
confirm my obligations under the Company’s proprietary information and
inventions agreement.

      


      While
employed by the Company and for two (2) years immediately following the date on
which I cease to be employed by the Company for any reason, I agree not to
(whether directly or indirectly, personally or through others): (a) encourage,
induce, attempt to induce, solicit or attempt to solicit any employee of the
Company or any of the Company’s subsidiaries to leave his or her employment with
the Company or any of the Company’s subsidiaries, (b) encourage, induce, attempt
to induce, solicit or attempt to solicit any customer of the Company or any of
the Company’s subsidiaries to reduce or terminate its customer relationship with
the Company, or (c) be or become an officer, director, stockholder, owner,
co-owner, affiliate, partner, promoter, employee, agent, representative,
designer, consultant, advisor, manager, licensor, sublicensor, licensee or
sublicensee of, for or to, or otherwise be or become associated with or acquire
or hold (of record, beneficially or otherwise) any direct or indirect interest
in, any entity that engages directly or indirectly in competition with the
Company; provided,
however, that I may, without violating this paragraph, provide services
to a business division of a competing entity if such business division does not
compete with the Company and my services to the competing entity are limited to
such business division, and provided further, that I may
own, as a passive investor, an equity interest of any competing entity, so long
as my holdings in such entity do not in the aggregate constitute more than 1% of
the voting stock of such entity.  I acknowledge that, due to the
nature of the Company ‘s business and the products and services provided by the
Company, it is possible to compete with the Company from any location within the
world, and I acknowledge and agree that it is thus impossible to identify or
otherwise limit the geographic scope of this agreement and that it is reasonable
for the restrictions contained herein to apply on a worldwide
basis.

      


      Except as
otherwise set forth in this Release, I hereby generally and completely release
the Company and its parents, subsidiaries, successors, predecessors and
affiliates, and its and their partners, members, directors, officers, employees,
stockholders, shareholders, agents, attorneys, predecessors, insurers,
affiliates and assigns, from any and all claims, liabilities and obligations,
both known and unknown, that arise out of or are in any way related to events,
acts, conduct, or omissions occurring at any time prior to and including the
date I sign this Release.  This general release includes, but is not
limited to: (a) all claims arising out of or in any way related to my employment
with the Company or the termination of that employment; (b) all claims
related to my compensation or benefits, including salary, bonuses, commissions,
vacation pay, expense reimbursements, severance pay, fringe benefits, stock,
stock options, or any other ownership interests in the Company; (c) all
claims for breach of contract, wrongful termination, and breach of the implied
covenant of good faith and fair dealing; (d) all tort claims, including
claims for fraud, defamation, emotional distress, and discharge in violation of
public policy; and (e) all federal, state, and local statutory claims, including
claims for discrimination, harassment, retaliation, attorneys’ fees, or other
claims arising under the federal Civil Rights Act of 1964 (as amended), the
federal Americans with Disabilities Act of 1990 (as amended), the federal Age
Discrimination in Employment Act (as amended) (“ADEA”),
the federal Employee Retirement Income Security Act of 1974 (as amended), the
federal Americans with Disabilities Act of 1990, the federal Family and Medical
Leave Act (“FMLA”),
the California Family Rights Act (“CFRA”),
the California Labor Code (as amended), and the California Fair Employment and
Housing Act (as amended) and the California Fair Employment and Housing Act (as
amended); provided, however, that
nothing in this paragraph shall be construed in any way to release the Company
from its obligation to indemnify me pursuant to agreement or applicable law or
to prohibit me for contesting a claim for indemnification made by the Company or
any of the other persons released hereunder.

      


      
        
          
          

        

        
          1.

          
            

          

        

        
          
          

        

      

      For Employees Under Age 40
Individual
and Group Termination

       

       

       

      I
acknowledge that I have read and understand Section 1542 of the California Civil
Code which reads as follows: “A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have materially
affected his settlement with the debtor.”  I hereby
expressly waive and relinquish all rights and benefits under that section and
any law of any jurisdiction of similar effect with respect to my release of any
claims hereunder.

      


      I hereby
represent that I have been paid all compensation owed and for all hours worked,
I have received all the leave and leave benefits and protections for which I am
eligible, pursuant to FMLA, CFRA, or otherwise, and I have not suffered any
on-the-job injury for which I have not already filed a workers’ compensation
claim.

      


      I
acknowledge that to become effective, I must sign and return this Release to the
Company so that it is received not later than fourteen (14) days following the
later of the date of the termination of my employment and the date it is
provided to me.

      


      
         

        
          
            	 	 	 	
                    EMPLOYEE

                  	 
	 	 	 	 	 
	 	 	 	 	 


          

           

          
            	
                  	 	 	
                    Name: 

                  	
                     

                  	 
	 	 	 	
                    Date: 

                  	 	 
	
                     

                  	 	 	
                     

                  	 
	
                     

                  	 	 	
                     

                  	 


          

        

        


        
          
            
            

          

          
            2.

            
              

            

          

          
            
            

          

        

      

      WEB.COM
GROUP, INC.

      EXECUTIVE
SEVERANCE BENEFIT PLAN

      


      APPENDIX
A

      


      The
Company’s Board of Directors has deemed the following executive employees to be
eligible for severance benefits under the Web.com Group, Inc. Executive
Severance Benefit Plan (“Eligible
Employees”):

      


      William
Borzage

      Tobias
Dengel *

      Peter
Delgrosso

      Roseann
Duran

      Chris
Nowlin

      Matthew
McClure

      Vikas
Rijsinghani

      Joel
Williamson

      Greg
Wong

      


      


      
        	
                * 

              	
                Employee
      is eligible to participate in the acceleration of vesting provisions, but
      shall not be entitled to any other
benefit.

              


      

      


      
        
          
          

        

        
          1.