Earthlink 2014 Annual Report Download - page 125

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EARTHLINK SHARED SERVICES, LLC
CHANGE-IN-CONTROL ACCELERATED VESTING
AND SEVERANCE PLAN
THIS EARTHLINK SHARED SERVICES, LLC CHANGE-IN-
CONTROL ACCELERATED VESTING AND
SEVERANCE PLAN (f/k/a the EarthLink, Inc. Seconded Amended and Restated Change-in-
Control Accelerated
Vesting and Severance Plan) (this “Plan”)
is established by EarthLink Shared Services, LLC, a Delaware limited liability
company (“Company”),
and its Affiliates (as defined below) for the benefit of the eligible employees designated to
participate herein, effective as of the 1st day of January, 2014 (the “Effective Date”).
This Plan replaces and supersedes
the terms of the EarthLink, Inc. Seconded Amended and Restated Change-in-
Control Accelerated Vesting and Severance
Plan as in effect prior to this amendment and restatement.
WITNESSETH:
WHEREAS, the Board of Directors of EarthLink, Inc. (“EarthLink”)
previously adopted the EarthLink, Inc.
Seconded Amended and Restated Change-in-
Control Accelerated Vesting and Severance Plan to provide certain security
to the Participants in connection with their employment with EarthLink or an Affiliate in the event of a Change in
Control of EarthLink;
WHEREAS, EarthLink entered into an Agreement and Plan of Merger with EarthLink Holdings Corp.
(“HoldCo”) and EarthLink, LLC (“MergerSub”),
pursuant to which (i) EarthLink merged with and into MergerSub, with
MergerSub being the surviving entity in the merger, (ii) the outstanding capital stock of EarthLink was converted into
the capital stock of HoldCo, and (iii) MergerSub became a wholly-
owned subsidiary of HoldCo (collectively the
“Holding Company Reorganization”);
WHEREAS, in connection with the Holding Company Reorganization, EarthLink has transferred (including
sponsorship of), and the Company has assumed (including sponsorship of), this Plan;
WHEREAS, the Company and its Affiliates assumed sponsorship of the Plan to provide certain security to the
Participants in connection with their employment with the Company or an Affiliate in the event of a Change in Control
of HoldCo;
WHEREAS, the Participants (as defined below) are currently employed by Company or an Affiliate (as defined
below);
WHEREAS, in Section 16 of the Plan, the Company has reserved the right to amend the Plan from time to time;
WHEREAS, the Company now desires to amend and restate the Plan to reflect the Holding Company
Reorganization and the transfer of sponsorship of the Plan from EarthLink to the Company; and
WHEREAS, the sole member of the Company has approved the Plan as set forth herein.
NOW, THEREFORE, the Company and its Affiliates hereby amend and restate the Plan as set forth below.
For purposes of this Plan:
(a)
“ Affiliate ”
means any entity that is part of a controlled group of corporations or is under common control
1. Definitions
.