YOUR CONTINUED EMPLOYMENT UNTIL EACH SUCH TIME, OR
AS OTHERWISE VESTED PURSUANT TO SECTION 6.
UPON EXECUTION OF THE PREVIOUS
AGREEMENT, YOU ALSO RECEIVED 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, EXCEPT AS OTHERWISE PROVIDED IN SECTION 5(C) BELOW.
(C)
VESTED STOCK OPTIONS SHALL BE EXERCISABLE FOR THIRTY
(30) DAYS FOLLOWING TERMINATION OF EMPLOYMENT BUT IN NO EVENT BEYOND THE LATEST
EXPIRATION DATE AS SET FORTH IN THE RESPECTIVE STOCK OPTION AGREEMENT.
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)
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," YOUR DEATH OR YOUR TOTAL DISABILITY OR (II) BY YOU FOR "GOOD REASON,"
YOU SHALL BE PAID AN AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%) OF THE SUM OF
(I) YOUR BASE SALARY AS OF THE EFFECTIVE DATE OF
8
YOUR TERMINATION OF EMPLOYMENT AND (II) YOUR ANNUAL TARGET BONUS FOR THE YEAR IN
WHICH YOUR TERMINATION OF EMPLOYMENT OCCURS.
SUBJECT TO SECTION 19 BELOW, SUCH
AMOUNT SHALL BE PAID IN A LUMP SUM AS SOON AS ADMINISTRATIVELY PRACTICABLE (AND
WITHIN THIRTY (30) DAYS) AFTER YOUR TERMINATION OF EMPLOYMENT.
HOWEVER, YOU
WILL NOT BE ENTITLED TO ANY PAYMENT UNDER THIS SECTION 6(B) IF YOU PREVIOUSLY
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)
IF A NON-PUBLIC CHANGE IN CONTROL EVENT OCCURS (AND
SUCH NON-PUBLIC CHANGE-IN-CONTROL CONSTITUTES A "CHANGE IN CONTROL EVENT" WITHIN
THE MEANING OF SECTION 409A OF THE CODE AND APPLICABLE REGULATIONS) AND YOU HAVE
NOT PREVIOUSLY INCURRED A