Earthlink 2014 Annual Report Download - page 136

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representative takes shall be considered to be the action of the Committee, when the sub-
committee or agent or
representative is acting within the scope of the authority that the Committee delegated to it, and the Committee shall be
responsible for all such actions. The Company will pay all the expenses relating to administration of the Plan, and, as
permitted by law, the Company will indemnify and save each Committee member, each sub-
committee member or agent
or representative harmless against expenses, claims, and liabilities arising out of being such Committee member, sub-
committee member or agent or representative within the time, if any, required by Section 409A of the Code. The
Committee also may employ such accountants, counsel, specialists and other advisory clerical persons as it deems
necessary or desirable in connection with administration of the Plan. The Committee is entitled to rely conclusively on
any opinions from its accountants or counsel. The Committee will keep all books of account, records and other data
necessary for proper administration of the Plan.
No interest of any Participant, his or her spouse or Beneficiary under this Plan, or any right to receive any
payment or distribution hereunder, shall be subject in any manner to sale, transfer, assignment, pledge, attachment,
garnishment, or other alienation or encumbrance of any kind, nor may such interest or right to receive a payment or
distribution be taken, voluntarily or involuntarily, for the satisfaction of the obligations or debts of, or other claims
against, the Participant or his or her spouse or Beneficiary, including claims for alimony, support, separate maintenance,
and claims in bankruptcy proceedings.
All rights under this Plan of the Participants and their spouses and Beneficiaries, shall at all times be entirely
unfunded, and no provision shall at any time be made with respect to segregating any assets of Company or any Affiliate
for payment of any amounts due hereunder. The Participants, their spouses and Beneficiaries shall have only the rights,
if any, of general unsecured creditors of Company and its Affiliates.
This Plan shall be construed and interpreted pursuant to the laws of the State of Delaware (other than its choice-
of-law rules), except to the extent those laws are superceded by the laws of the United States of America.
Nothing contained in this Plan shall be construed to be an employment contract between a Participant and the
Company or an Affiliate. The creation, continuance or termination of this Plan or any payment hereunder does not give
any person a non-
statutory legal or equitable right against the Company or an Affiliate to remain employed by the
Company or an Affiliate. This Plan does not modify the terms of any Participant’
s employment with the Company or
any Affiliate.
In the event any provision of this Plan is held illegal or invalid, the remaining provisions of this Plan shall not be
affected thereby.
The Plan shall be binding upon and inure to the benefit of the Company and Affiliates, the Participants and their
respective spouses, Beneficiaries, heirs, representatives and successors.
10.
Participant Assignment.
11.
Benefits Unfunded.
12.
Applicable Law.
13.
No Employment Contract.
14.
Severability.
15.
Successors.