RSUS VESTING ON AUGUST 27, 2010 AND 12,500 RSUS VESTING ON AUGUST
27, 2011, ASSUMING YOUR CONTINUED EMPLOYMENT UNTIL EACH SUCH TIME, OR AS
OTHERWISE VESTED PURSUANT TO SECTION 6.
UPON EXECUTION OF THIS AGREEMENT, YOU
SHALL ALSO BE ENTITLED TO RECEIVE 150,000 STOCK OPTIONS WHICH VEST OVER A PERIOD
OF FOUR YEARS IN ACCORDANCE WITH THE TERMS OF THE EARTHLINK, INC. 2006 EQUITY
AND CASH INCENTIVE PLAN AND THE COMPANY'S STANDARD VESTING SCHEDULE FOR STOCK
OPTIONS.
(B)
THE STOCK OPTIONS AND RESTRICTED STOCK UNITS GRANTED BY THE
COMPANY TO YOU FROM TIME TO TIME ARE HEREINAFTER COLLECTIVELY CALLED THE "STOCK
OPTIONS AND RSUS."
YOU SHALL BE GIVEN THE PERIOD PERMITTED UNDER YOUR
RESPECTIVE STOCK OPTION AGREEMENTS TO EXERCISE YOUR STOCK OPTIONS AFTER YOUR
TERMINATION OF EMPLOYMENT.
(C)
VESTED STOCK OPTIONS SHALL BE EXERCISABLE FOR THIRTY (30) DAYS
FOLLOWING TERMINATION OF EMPLOYMENT.
6.
TERMINATION.
(A)
A TERMINATION OF EMPLOYMENT SHALL OCCUR ONLY AS FOLLOWS:
(1)
FOR CAUSE IMMEDIATELY BY THE COMPANY; OR
(2)
AT YOUR OPTION FOR GOOD REASON; OR
(3)
AT YOUR OPTION UPON THIRTY (30) DAYS PRIOR WRITTEN NOTICE OF
TERMINATION DELIVERED BY YOU TO THE COMPANY; OR
(4)
FOR ANY REASON BY THE COMPANY UPON THREE (3) CALENDAR MONTHS PRIOR
WRITTEN NOTICE OF TERMINATION DELIVERED TO YOU, EXCEPT DURING A PERIOD OF YOUR
DISABILITY THAT MAY QUALIFY AS THE PERIOD FOR QUALIFICATION FOR YOUR TERMINATION
OF EMPLOYMENT DUE TO YOUR TOTAL DISABILITY AS SET FORTH IN SECTION 6(A)(6); OR
(5)
BY THE COMPANY UPON YOUR DEATH; OR
(6)
BY THE COMPANY BECAUSE OF YOUR TOTAL DISABILITY UPON THIRTY (30)
DAYS PRIOR WRITTEN NOTICE OF TERMINATION DELIVERED TO YOU.
(B)
SUBJECT TO SECTION 19 BELOW, IF YOU HAVE A TERMINATION OF
EMPLOYMENT THAT IS NOT IN CONNECTION WITH A CHANGE IN CONTROL EVENT (I) BY THE
COMPANY FOR OTHER THAN "CAUSE," OR (II) BY YOU FOR "GOOD REASON," YOU SHALL BE
PAID AN AMOUNT EQUAL TO ONE
8
HUNDRED PERCENT (100%) OF THE SUM OF (I) YOUR BASE SALARY AS OF THE EFFECTIVE
DATE OF YOUR TERMINATION OF EMPLOYMENT AND (II) YOUR ANNUAL TARGET BONUS FOR THE
YEAR IN WHICH YOUR TERMINATION OF EMPLOYMENT OCCURS.
SUCH AMOUNT SHALL BE PAID
IN EQUAL, OR AS NEARLY EQUAL AS PRACTICABLE, BIWEEKLY INSTALLMENTS, STARTING
WITH THE FIRST PAYROLL PAYMENT DATE FOLLOWING YOUR TERMINATION OF EMPLOYMENT AS
DESCRIBED IN THIS SECTION 6(B) AND CONTINUING THEREAFTER FOR EIGHTEEN (18)
MONTHS.
HOWEVER, YOU WILL NOT BE ENTITLED TO ANY PAYMENT UNDER THIS SECTION
6(B) IF YOU HAVE RECEIVED PAYMENTS UNDER SECTION 6(C) BELOW.
IN ADDITION, IN
THE EVENT OF SUCH TERMINATION OF EMPLOYMENT AS DESCRIBED IN THIS SECTION 6(B),
YOU SHALL BECOME IMMEDIATELY VESTED IN ALL YOUR OUTSTANDING STOCK OPTIONS AND
RSUS THAT OTHERWISE WOULD HAVE VESTED DURING THE 18-MONTH PERIOD IMMEDIATELY
FOLLOWING SUCH TERMINATION OF EMPLOYMENT.
(C)
SUBJECT TO SECTION 19 BELOW, IF A NON-PUBLIC CHANGE IN CONTROL
EVENT OCCURS AND YOU HAVE NOT PREVIOUSLY INCURRED A TERMINATION OF EMPLOYMENT,
YOU SHALL BE PAID AS SOON AS ADMINISTRATIVELY PRACTICABLE AFTER SUCH CHANGE