Earthlink 2014 Annual Report Download - page 131

(a)
The following provisions will apply if and only if, at any time within 24 months after a Change in Control
occurs, (i) the Participant has a Termination of Employment by the Company or an Affiliate for any reason other than
Cause, On Account of Disability or death, or (ii) the Participant has a Termination of Employment by the Participant For
Good Reason:
(1)
The Company or Affiliate which employs the Participant shall pay the Participant the Cash
Severance in one lump sum payment, subject to all applicable withholdings and employment taxes and subject to
reductions pursuant to Sections 5 and 18 of this Plan, as soon as practical (and within 30 days) after the Participant’
s
Termination of Employment, subject to any required delays under Sections 3(a)(4) or 4 below.
(2)
The Company or Affiliate which employs the Participant shall pay any and all amounts with respect
to COBRA continuation coverage that the Participant elects under any Welfare Plan of the Company or an Affiliate for
him or her or his or her spouse or dependents through the Benefits Severance Period, including all attendant
administrative fees and expenses, however described or denominated. All such payments shall be made, no less
frequently than monthly, in such manner as to permit the Participant and his or her spouse and dependents to continue
his or her or their COBRA coverage on a timely basis; provided that the Company will make all such payments as soon
as administratively practicable, subject to any required delays under Sections 3(a)(4) or 4 below.
(3)
The Participant or his or her Beneficiary, or any other person entitled to receive benefits with
respect to the Participant under any Retirement Plan, Welfare Plan, or other plan or program maintained by Company or
any Affiliate in which the Participant participates at the date of the Participant’
s Termination of Employment, shall
receive any and all benefits accrued under any such Retirement Plan, Welfare Plan or other plan or program to the date
of the Participant’
s Termination of Employment, the amount, form and time of payment of such benefits to be
determined by the terms of such Retirement Plan, Welfare Plan, or other plan or program.
(4)
Notwithstanding any other provision of this Plan, however, if the Participant is a Specified
Employee on Termination of Employment and if the benefits and payments under this Plan are not otherwise exempt
from Code Section 409A, then, to the extent necessary to comply with Section 409A of the Code, no payments may be
made under this Plan (including, if necessary, any COBRA payments or reimbursements or Non-
Compete Payments)
before the date which is six months after the Specified Employee’
s Termination of Employment or, if earlier, the date of
death of the Specified Employee. In the event any such payments are otherwise due to be made in installments or
periodically prior to the earlier of six months after the Specified Employee’
s Termination of Employment or, if earlier,
the date of death of the Specified Employee, the payments which would otherwise have been made shall be accumulated
and paid in a lump sum as soon as such period ends, and the balance of the payments shall be made as otherwise
scheduled. In the event any benefits are required to be deferred hereunder, any such benefits may be provided during
such deferral period at Participant’
s expense, with Participant to be reimbursed from the Company or Affiliate once the
deferral period ends, and the balance of the benefits shall be provided as otherwise scheduled.
(b)
If the Participant has a Termination of Employment by the Company or an Affiliate or by the Participant
other than under the circumstances set forth in Section 3(a), including without limitation on the death or On Account of
Disability of the Participant, by the Company or an Affiliate for Cause or by the Participant other than For Good Reason,
then the Participant’
s compensation shall be paid through the date of his or her Termination of Employment (no less
frequently than monthly and consistent with the Company’s or Affiliate’
s customary payroll practices), and the
Company and its Affiliates shall have no further obligation with respect to the Participant under this Plan. Such
Termination of Employment shall have no effect upon a Participant’
s other rights, including but not limited to any rights
under any Retirement Plan, Welfare Plan or other plan or program in which Participant participates, the amount, form
and time of payment of such benefits to be determined by the terms of such Retirement Plan, Welfare Plan, or other plan
or program.
(c)
This Section 3 shall have no effect, and Company shall have no obligations hereunder with respect to, a
Participant who has a Termination of Employment for any reason at any time other than within the 24 months after a
Change in Control occurs under the circumstances described in Section 3(a) above.
(d)
The Company or Affiliate that employs the Participant on his or her Termination of Employment will fund