Earthlink 2014 Annual Report Download - page 118

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who either are (a) members of EarthLink’
s Board of Directors as of the Effective Date of the adoption of this
Plan or (b) members who become members of EarthLink’
s Board of Directors subsequent to the date of the adoption of
this Plan whose election, or nomination for election by EarthLink’
s shareholders, was approved by a vote of at least
sixty percent (60%) of the directors then comprising the Incumbent Board (either by specific vote or by approval of a
proxy statement of EarthLink in which that person is named as a nominee for director, without objection to that
nomination), but excluding, for that purpose, any individual whose initial assumption of office occurs as a result of an
actual or threatened election contest (within the meaning of Rule 14a-
11 of the Securities Exchange Act of 1934, as
amended) with respect to the election or removal of directors or other action or threatened solicitation of proxies or
consents by or on behalf of a person other than the Board of Directors of EarthLink.
“ Management ”
means the Employees or Participants, as applicable, who are the executive officers of
EarthLink, the Company or any other Affiliate of EarthLink
, individually or as a group, as designated by the Board of
Directors of EarthLink .
“ Maximum Bonus Award ”
means the maximum Bonus Award, denoted as a dollar amount, which can be
earned and paid to the Participant for the Bonus Period as established by the Committee.
“ Maximum Potential Discretionary Bonus ”
means the dollar amount which results from multiplying the
Participant’s Compensation for the Bonus Period by the product of (a) the Participant’
s Target Bonus Percent, (b) the
Participant’s Performance Bonus Multiplier and (c) forty percent (40%).
“ Participant ” means an Employee of an Employer who is selected to participate in the Plan.
“ Performance Bonus ” means the dollar amount which results from multiplying the Participant’
s Compensation
for the Bonus Period by the product of (a) the Participant’s Performance Target Bonus Percent, (b) the Participant’
s
Performance Bonus Multiplier and (c) eighty percent (80%).
“ Performance Bonus Multiplier ”
means either (i) zero (0) or (ii) the percentage from fifty percent (50%) to two
hundred percent (200%) that applies to determine the Participant’
s Bonus Award for the Bonus Period. The Committee
shall establish the Performance Bonus Multipliers that relate to the levels of Corporate Performance Objectives that must
be achieved during the Bonus Period to calculate the Participant’s Bonus Award.
“ Performance Target Bonus Percent ” means the percent of the Participant’
s Compensation that will be earned
as a Performance Bonus (using one hundred percent (100%) in lieu of eighty percent (80%)) where the Corporate
Performance Objectives that are achieved for the Bonus Period result in a Performance Bonus Multiplier of one hundred
percent (100%). The Performance Target Bonus Percent for each Participant shall be established consistent with the
Participant’s position in the Employer’s compensation structure.
“ Plan ” means this EarthLink Shared Services, LLC 2014 Short-
Term Incentive Bonus Plan, in its current form
and as it may be hereafter amended.
“ Revenue ” means gross revenue from operations of EarthLink and its Affiliates.
“ Target Potential Discretionary Bonus ”
means the dollar amount which results from calculating the
Participant’s Maximum Potential Discretionary Bonus using twenty percent (20%) in lieu of the forty percent (40%).
3.
ADMINISTRATION OF THE PLAN
3.1
Administration of the Plan
. The Committee shall be the sole administrator of the Plan and shall have full
authority to formulate adjustments and make interpretations under the Plan as it deems appropriate. The Committee shall
also be empowered to make any and all of the determinations not herein specifically authorized which may be necessary
or desirable for the effective administration of the Plan. Any decision or interpretation of any provision of this Plan
adopted by the Committee shall be final and conclusive. Benefits under this Plan shall be paid only if the Committee
determines, in its sole discretion, that the Participant or Beneficiary is entitled to them. None of the members of the
Committee shall be liable for any act done or not done in good faith with respect to this Plan. The Company shall bear