Earthlink 2014 Annual Report Download - page 121

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made hereunder any amount required to be withheld by Federal and state or local government or other applicable
laws. Each Participant shall be responsible for satisfying in cash or cash equivalent acceptable to the Committee any
income and employment tax withholdings applicable to any Distribution to the Participant under the Plan.
7.
CHANGE IN CONTROL
7.1
Payment after a Change in Control . If at any time after a Change in Control occurs the Participant’
s
employment with all Employers is terminated by an Employer for any reason other than Cause, death or Disability, then,
the Participant shall be entitled to receive for the Bonus Period that includes the date of the Participant’
s termination of
employment the Bonus Award that would result based on actual business results for the entire Bonus Period taking into
account the Corporate Performance Objectives achieved during the Bonus Period, calculated on the same basis as other
similarly-
situated Participants, and assuming for each Management Participant a Discretionary Bonus of no less than the
Participant’
s Target Potential Discretionary Bonus, or such greater or lesser percent if established prior to the Change in
Control, except that the Bonus Award for that Bonus Period shall be based solely upon the Participant’
s Compensation
for that Bonus Period through the time of termination of employment; provided, however, that Participant shall only be
entitled to receive such Bonus Award for the Bonus Period that includes the date of the Participant’
s termination of
employment if the Participant’
s termination of employment occurs after the first calendar quarter of the Bonus Period
and prior to payment of the Bonus Award for the Bonus Period in which the Participant’
s employment is so terminated.
Each Participant described above also shall be entitled to receive any Bonus Award payable for any Bonus Period that
ended before the termination of the Participant’
s employment on the same basis as the Bonus Award for the Bonus
Period that includes the date of the Participant’
s termination of employment. Such Bonus Awards shall be paid at the
normal time of the bonus payout as if the Participant had remained employed but in no event later than the 15 th
day of
the third month following the end of the Bonus Period. If at any time after a Change in Control occurs the Participant’
s
employment with all Employers is terminated by an Employer for any reason other than Cause, death or Disability, the
Participant shall not be entitled to receive a Bonus Award for the Bonus Period that includes the date of the Participant’
s
termination of employment if the Participant’
s termination of employment occurs during the first calendar quarter of the
Bonus Period.
8.
TERMINATION OF EMPLOYMENT
8.1
Payment after Termination of Employment . If before a Change in Control occurs the Participant’
s
employment with all Employers is terminated by an Employer, such that the Participant is entitled to receive benefits
under any severance plan maintained by an Employer, or pursuant to any agreement between the Employer and the
Participant, then, if the Participant’
s employment is terminated by an Employer after the first calendar quarter of the
Bonus Period and prior to payment of the Bonus Award for the Bonus Period in which the Participant’
s employment is
terminated, the Participant shall be entitled to receive for the Bonus Period that includes the date of the Participant’
s
termination of employment the Bonus Award that would result based on actual business results for the entire Bonus
Period, taking into account the Corporate Performance Objectives achieved during the Bonus Period, and actual
individual performance levels achieved for the entire Bonus Period, calculated on the same basis as other similarly-
situated Participants, except that the Bonus Award for that Bonus Period shall be based solely upon the Participant’
s
Compensation for that Bonus Period through the time of termination of employment. Each Participant described above
also shall be entitled to receive any Bonus Award payable for any Bonus Period that ended before the termination of the
Participant’
s employment. Such Bonus Awards shall be paid at the normal time of the bonus payout as if the Participant
had remained employed but in no event later than the 15 th
day of the third month following the end of the Bonus Period.
If before a Change in Control occurs the Participant’
s employment with all Employers is terminated by an Employer,
such that the Participant is entitled to receive benefits under any severance plan maintained by an Employer, if the
Participant’
s employment is terminated by an Employer during the first calendar quarter of the Bonus Period, the
Participant shall not be entitled to receive any Bonus Award for the Bonus Period that includes the date of the
Participant’s termination of employment.
9.
MISCELLANEOUS
9.1
Unsecured General Creditor
. Participants and their beneficiaries, heirs, successors and assigns shall have
no legal or equitable rights, interests, or other claim in any property or assets of the Employer. Any and all assets shall