Earthlink 2014 Annual Report Download - page 120

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shall be calculated, as the Committee in its sole discretion may determine. Following the end of the
Bonus Period, each Participant’s Discretionary Bonus, if any, also shall be calculated, and the Participant’
s
Discretionary Bonus for the Bonus Period shall be either the Participant’
s Maximum Potential Discretionary Bonus or
such lesser amount as the Committee in its sole discretion may determine as set forth in Section 5.2(d) and (e) below.
Notwithstanding any other provision of the Plan, the Participant
’s Bonus Award may not exceed the Participant’
s
Maximum Bonus Award.
(c)
Written Determination
. For purposes of the Bonus Awards, the Committee shall certify in writing
whether the Corporate Performance Objectives have been achieved. The Bonus Awards payable under this Plan are
intended to constitute Awards (as defined therein) under EarthLink ’
s 2011 Equity and Cash Incentive Plan or under any
other plan under which Bonus Awards may be paid (as the Committee shall designate), to the maximum extent possible.
Accordingly, the Bonus Awards hereunder also will be subject to the terms of EarthLink ’
s 2011 Equity and Cash
Incentive Plan or such other plan, to the extent applicable. Any Bonus Awards or portions thereof that do not constitute
Awards (as defined therein) under EarthLink ’
s 2011 Equity and Cash Incentive Plan or such other plan shall be deemed
separate Bonus Awards that are granted under this Plan but outside of EarthLink ’
s 2011 Equity and Cash Incentive Plan
or any other such plan.
(d) Negative Discretion . Notwithstanding any other provision of the Plan, the Participant’
s Maximum
Potential Discretionary Bonus may be reduced, but not below zero (0), if the Participant’
s individual performance for the
Bonus Period falls below that expected of such Participant. Management may determine, for Participants who are not
Management Participants, if any such Participant’
s Maximum Potential Discretionary Bonus should be reduced based
upon Management’s assessment of the Participant’
s individual performance for the Bonus Period. The Committee shall
determine in its discretion whether any Maximum Potential Discretionary Bonus for any Management Participant should
be reduced based upon the Committee’s assessment of the Management Participant’
s individual performance for the
Bonus Period. Any reduction of a Participant’
s Maximum Potential Discretionary Bonus under this Section 5.2(d) shall
be at the sole and absolute discretion of the Committee.
(e) Mandatory Reduction of Maximum Potential Discretionary Bonuses
. Notwithstanding any other
provision of the Plan, in no event will the sum of all Discretionary Bonuses to be paid under the Plan for the Bonus
Period exceed the sum of all Participants’
Target Potential Discretionary Bonuses that could be paid under the Plan for
the Bonus Period. So, it is expected that some or all Participants’
Maximum Potential Discretionary Bonuses will be
reduced as necessary in order to satisfy the foregoing limitation. To the extent one or more Participants are to receive a
Discretionary Bonus that exceeds the sum of such Participants’
Target Potential Discretionary Bonuses, one or more
other Participants will have to receive Discretionary Bonuses that are less than the sum of such Participants’
Target
Potential Discretionary Bonuses by the same aggregate amount. If the total of all Discretionary Bonuses to be paid under
the Plan for the Bonus Period, after reductions by the Committee, still exceed the sum of all Participant’
s Target
Potential Discretionary Bonuses for the Bonus Period, all Discretionary Bonuses will be reduced, pro rata, but not below
zero (0), as necessary to satisfy such limitation.
6.
PAYMENT OF AWARDS
6.1
Eligibility for Payment
. Except as otherwise set forth in Sections 7.1 and 8.1 of this Plan, Bonus Awards
shall not be paid to any Participant who is not employed by an Employer on the date the Distribution is to be made, and
a Participant who terminates employment with all Employers shall not be eligible to receive any Distribution for (i) the
Bonus Period that includes such termination of employment, (ii) any prior Bonus Period to the extent not paid before
such termination of employment nor (iii) any future Bonus Periods.
6.2
Timing of Payment . Any Distribution to be paid for a Bonus Period shall be paid no later than the 15 th
day
of the third month following the end of the Bonus Period.
6.3
Payment of Award
. The amount of the Bonus Award to be paid pursuant to this Section 6 to a Participant
who is employed by the Company shall be paid in one lump sum cash payment by the Employer.
6.4 Taxes; Withholding
. To the extent required by law, the Employer shall withhold from all Distributions