Earthlink 2014 Annual Report Download - page 122

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remain general, unpledged, unrestricted assets of the Employer. The Employer’
s obligation under the Plan shall
be that of an unfunded and unsecured promise to pay cash or shares of Common Stock in the future, and there shall be
no obligation to establish any fund, any security or any other restricted asset in order to provide for the payment of
amounts under the Plan.
9.2
Obligations to the Employer
. If a Participant becomes entitled to a Distribution under the Plan, and, if, at
the time of the Distribution, such Participant has outstanding any debt, obligation or other liability representing an
amount owed to any Employer, then the Employer may offset such amounts owing to it or any other Employer against
the amount of any Distribution. Such determination shall be made by the Committee. Any election by the Committee not
to reduce any Distribution payable to a Participant shall not constitute a waiver of any claim for any outstanding debt,
obligation, or other liability representing an amount owed to the Employer.
9.3
Nonassignability
. Neither a Participant nor any other person shall have any right to commute, sell, assign,
transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual
receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly
declared to be unassignable and nontransferable. No part of a Distribution, prior to actual Distribution, shall be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant
or any other person, nor shall it be transferable by operation of law in the event of the Participant’
s or any other persons
bankruptcy or insolvency, except as set forth in Section 9.2 above.
9.4
Employment or Future Pay or Compensation Not Guaranteed
. Nothing contained in this Plan nor any
action taken hereunder shall be construed as a contract of employment or as giving any Participant or any former
Participant any right to be retained in the employ of an Employer or receive or continue to receive any rate of pay or
other compensation, nor shall it interfere in any way with the right of an Employer to terminate the Participant’
s
employment at any time without assigning a reason therefore.
9.5
Gender, Singular and Plura
l. All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the
singular may be read as the plural and the plural as the singular.
9.6
Captions
. The captions to the articles, sections, and paragraphs of this Plan are for convenience only and
shall not control or affect the meaning or construction of any of its provisions.
9.7
Applicable Law
. This Plan shall be governed and construed in accordance with the laws of the State of
Georgia.
9.8
Validity
. In the event any provision of the Plan is held invalid, void, or unenforceable, the same shall not
affect, in any respect whatsoever, the validity of any other provision of the Plan.
9.9
Notice
. Any notice or filing required or permitted to be given to the Committee shall be sufficient if in
writing and hand delivered, or sent by registered or certified mail, to the principal office of EarthLink, directed to the
attention of the President and CEO of EarthLink. Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.
9.10
Compliance
. No Distribution shall be made hereunder except in compliance with all applicable laws and
regulations (including, without limitation, withholding tax requirements), any listing agreement with any stock exchange
to which EarthLink is a party, and the rules of all domestic stock exchanges on which EarthLink’
s shares of capital stock
may be listed. The Committee shall have the right to rely on an opinion of its or EarthLink’
s counsel as to such
compliance. No Distribution shall be made hereunder unless the Employer has obtained such consent or approval as the
Employer may deem advisable from regulatory bodies having jurisdiction over such matters.
9.11
No Duplicate Payments
. The Distributions payable under the Plan are the maximum to which the
Participant is entitled in connection with the Plan. To the extent the Participant and the Employer are parties to any other