Earthlink 2014 Annual Report Download - page 128

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Termination of Employment).
(l)
“ Exchange Act ”
means the Securities Exchange Act of 1934, including amendments, or successor statutes
of similar intent.
(m)
“ For Good Reason ” means the Participant’
s Termination of Employment is by the Participant other than
on death or On Account of Disability and based on:
(1)
The assignment to the Participant of duties inconsistent with his or her position and status with the
Company or an Affiliate as they existed immediately prior to a Change in Control, or a substantial change in his or her
title, offices or authority, or in the nature of his or her other responsibilities, as they existed immediately prior to a
Change in Control, except in connection with the Participant’
s Termination of Employment for Cause or On Account of
Disability or as a result of his or her death or by the Participant other than For Good Reason; or
(2)
A reduction by the Company or an Affiliate in the Participant’
s base salary as in effect on the date
of this Plan or as his or her salary may be increased from time to time, without Participant’s written consent; or
(3)
A reduction by the Company or an Affiliate in the target cash bonus payable to the Participant
under any incentive compensation plan(s), as it (or they) may be modified from time to time, in effect immediately prior
to a Change in Control, or a failure by the Company or an Affiliate to continue the Participant as a participant in the
incentive compensation plan(s) on at least the basis of the Participant’
s participation immediately prior to a Change in
Control or to pay the Participant the amounts that he or she would be entitled to receive in accordance with such plan(s);
or
(4)
The Company or an Affiliate requiring the Participant to be based more than thirty-
five (35) miles
from the location where he or she is based immediately prior to a Change in Control, except for travel on the Company’
s
or Affiliate’
s business that is required or necessary to performance of his or her job and substantially consistent with his
or her business travel obligations prior to the Change in Control, or if the Participant consents to that relocation, the
failure by the Company or an Affiliate to pay (or reimburse the Participant for) all reasonable moving expenses incurred
by the Participant or to indemnify the Participant against any loss realized in the sale of his or her principal residence in
connection with that relocation; or
(5)
The failure by the Company or an Affiliate to continue in effect any material retirement or
compensation plan, performance share plan, stock option plan, life insurance plan, health and accident plan, disability
plan or another benefit plan in which the Participant is participating immediately prior to a Change in Control (or
provide plans providing him or her with substantially similar benefits), the taking of any action by the Company or an
Affiliate that would adversely affect the Participant’
s participation or materially reduce his or her benefits under any of
those plans or deprive him or her of any material fringe benefit enjoyed by the Participant immediately prior to a Change
in Control, or the failure by the Company or an Affiliate to provide the Participant with the number of paid vacation days
to which he or she is then entitled in accordance with normal vacation practices in effect immediately prior to a Change
in Control; or
(6)
The failure by the Company or an Affiliate to obtain the assumption of the agreement to perform
this Plan by any successor; or
(7)
Any purported Termination of Employment that is not effected pursuant to a notice of termination
satisfying the requirements of a Termination of Employment for “Cause.”
Notwithstanding the foregoing
, for purposes of Section 4 of the Plan regarding accelerated vesting of
outstanding restricted stock units only, "For Good Reason" means the Participant's Termination of Employment is by the
Participant other than on death or On Account of Disability and based on:
(i) The assignment to the Participant of duties materially inconsistent with his or her position and status
with the Company or Affiliate as they existed immediately prior to a Change in Control, or a substantial
diminution in his or her title, offices or authority, or in the nature of his or her other responsibilities, as they
existed immediately prior to a Change in Control, except in connection with the Participant’
s Termination of