CASH INCENTIVE PLAN, WITH 25,000 RSUS VESTING ON AUGUST 27, 2009, 12,500
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 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.
8
(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 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 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
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