Earthlink 2014 Annual Report Download - page 132

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the payments to be made under the Plan to or on behalf of such Participant from its general assets.
(e)
Exhibit B
attached hereto provides a summary of the benefits to which a Participant will be entitled based
on the Benefit Category for which such Participant qualifies. In the event of any conflict between such summary and the
terms of the Plan, the provisions of the Plan shall govern.
(a)
In the event no provision is made for the continuance, assumption or substitution by the Company or its
successor in connection with a Change in Control of outstanding stock options the Company or an Affiliate granted
before the Change in Control, then contemporaneously with the Change in Control, all outstanding stock options that the
Company or any Affiliate previously granted to a Participant shall be exercisable in full, if not then already fully
exercisable, in accordance with the terms of such options and the applicable plans pursuant to which they were granted,
notwithstanding any provisions in the stock options or plans to the contrary regarding the exercisability of such options,
provided the Participant has remained employed with the Company or an Affiliate until the Change in Control; provided
that a stock option that contains performance criteria shall not become fully earned and payable if the date, if any, for
attainment of the performance criteria on which such stock option would have become fully earned and payable has
passed as of the date of the Change in Control. If provision is made for the continuance, assumption or substitution by
the Company or its successor in connection with the Change in Control of outstanding stock options the Company or an
Affiliate granted before the Change in Control, then on the Participant’
s Termination of Employment on or after a
Change in Control occurs under the circumstances described in Section 3(a) above, all outstanding stock options that the
Company or any Affiliate previously granted to a Participant shall be exercisable in full, if not then already fully
exercisable, in accordance with the terms of such options and the applicable plans pursuant to which they were granted,
notwithstanding any provisions in the stock options or plans to the contrary regarding the exercisability of such stock
options; provided that a stock option that contains performance criteria shall not become fully earned and payable if the
date, if any, for attainment of the performance criteria on which such stock option would have become fully earned and
payable has passed as of the date of the Change in Control.
(b)
In the event no provision is made for the continuance, assumption or substitution by the Company or its
successor in connection with a Change in Control of outstanding restricted stock units the Company or an Affiliate
granted before the Change in Control, then contemporaneously with the Change in Control, all outstanding restricted
stock units that the Company or any Affiliate previously granted to a Participant shall be earned and payable in full, if
not then already fully earned and payable, in accordance with the terms of such restricted stock units and the applicable
plans pursuant to which they were granted, notwithstanding any provisions in the restricted stock units or plans to the
contrary regarding their becoming fully earned and payable, provided the Participant has remained employed with the
Company or an Affiliate until the Change in Control; provided that a restricted stock unit that contains performance
criteria shall not become fully earned and payable if the date, if any, for attainment of the performance criteria on which
such restricted stock unit would have become fully earned and payable has passed as of the date of the Change in
Control. If provision is made for the continuance, assumption or substitution by the Company or its successor in
connection with the Change in Control of outstanding restricted stock units the Company or an Affiliate granted before
the Change in Control, then on the Participant’
s Termination of Employment on or after a Change in Control occurs
under the circumstances described in Section 3(a) above, all outstanding restricted stock units that the Company or any
Affiliate previously granted to a Participant shall be earned and payable in full, if not then already fully earned and
payable, in accordance with the terms of such restricted stock units and the applicable plans pursuant to which they were
granted, notwithstanding any provisions in the restricted stock units or plans to the contrary regarding their becoming
fully earned and payable; provided that a restricted stock unit that contains performance criteria shall not become fully
earned and payable if the date, if any, for attainment of the performance criteria on which such restricted stock unit
would have become fully earned and payable has passed as of the date of the Change in Control.
(c)
Notwithstanding any other provision of this Plan, this Section 4 only impacts the vesting of the applicable
stock options and restricted stock units; it is not intended to nor does it extend the terms or expiration dates of the
applicable stock options and restricted stock units.
(d)
Exhibit B
attached hereto provides a summary of the accelerated vesting to which a Participant will be
4. Accelerated Vesting of Options and Restricted Stock Units
.