IN ACCORDANCE THEREWITH.
THE COMPANY MAY AT ANY TIME AMEND, SUSPEND OR
TERMINATE THIS AGREEMENT, OR ANY PAYMENTS TO BE MADE HEREUNDER, AS NECESSARY TO
BE IN COMPLIANCE WITH SECTION 409A OF THE CODE TO AVOID THE IMPOSITION ON YOU OF
ANY POTENTIAL EXCISE TAXES RELATING TO SECTION 409A.
TO THE EXTENT THAT YOU
INCUR LIABILITY FOR EXCISE TAXES, PENALTIES OR INTEREST UNDER SECTION 409A OF
THE CODE BECAUSE ANY NONQUALIFIED DEFERRED COMPENSATION PLAN OF THE COMPANY
FAILS TO COMPLY WITH SECTION 409A, THE COMPANY WILL MAKE A SPECIAL REIMBURSEMENT
PAYMENT TO YOU EQUAL TO THE SUM OF (I) YOUR LIABILITY FOR EXCISE TAXES,
PENALTIES OR INTEREST UNDER SECTION 409A AND (II) ALL TAXES ATTRIBUTABLE TO THE
SPECIAL REIMBURSEMENT PAYMENT.
IN WITNESS WHEREOF, You and the Company have executed and delivered this
Agreement as of the date first shown above.
YOU:
THE COMPANY:
ROLLA HUFF
EARTHLINK, INC.
/s/ Rolla Huff
By:
/s/ Linwood A. Lacy, Jr.
Address:
1375 Peachtree Street
Name:
Linwood A. Lacy, Jr.
7-North
Title:
Chairperson - Leadership and
Atlanta, GA 30309
Compensation Committee
Address:
1375 Peachtree Street
7-North
Atlanta, GA 30309