Earthlink 2014 Annual Report Download - page 137

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Notwithstanding any other provision of this Plan, the Committee shall have the right to (i) declare that an
individual who previously was selected to participate as a Participant in the Plan shall no longer participate as a
Participant in the Plan, (ii) amend the Plan from time to time and (iii) terminate the Plan at any time (without any
payment therefore); provided that (A) during any period in which HoldCo is involved in discussions with a third party
about a transaction that would, if consummated, result in a Change in Control (and before the complete abandonment of
such discussions without the transaction being consummated), (B) during any period HoldCo has become a party to a
definitive agreement to consummate a transaction that would result in a Change in Control (and before the complete
termination of such agreement without the transaction being consummated) and (C) at any time on or after a Change in
Control occurs, without the affected Participant’
s consent (i) the Company or any Affiliate may not declare that an
individual who previously was selected to participate as a Participant in the Plan no longer participates as a Participant in
the Plan nor shall a Participant no longer participate in the Plan as the result of failing to remain an Eligible Employee
during such time while still employed by the Company or an Affiliate, (ii) no amendment may be made that diminishes
any Participant’
s rights under the Plan and (iii) the Plan may not be terminated until all benefits that become payable
under the Plan are paid in full. An amendment may be made retroactively to the Plan if it is necessary to make this Plan
conform to applicable law. Upon termination of the Plan, the Plan shall no longer be of any further force or effect, and
neither the Company nor any Affiliate shall have any obligations or rights under this Plan. Likewise, the rights of any
individual who was a Participant and whose designation as a Participant is revoked or rescinded by the Company or any
Affiliate (to the extent permitted under the Plan) shall cease upon such action. Notwithstanding any such termination of
the Plan, each Category 1 Participant shall remain bound by the provisions of Section 8 above, which obligations shall
survive the termination of the Plan.
Notices under this Plan shall be in writing and sent by registered mail, return receipt requested, to the following
addresses or to such other address as the party being notified may have previously furnished to the other party by written
notice:
If to Company:
EarthLink Shared Services, LLC
1375 Peachtree Street, N.W., Level A
Atlanta, Georgia 30309-2935
Attention: Human Resources
If to a Participant:
The address last indicated on the records of the Company or applicable Affiliate.
Despite any other provisions of this Plan to the contrary, if the receipt of any payments or benefits under this
Plan would subject a Participant to tax under Code Section 4999, the Company or applicable Affiliate may determine
whether some amount of payments or benefits would meet the definition of a “Reduced Amount.”
If the Company or
applicable Affiliate determines that there is a Reduced Amount, the total payments or benefits to the Participant
hereunder must be reduced to such Reduced Amount, but not below zero. If the Company determines that the benefits
and payments must be reduced to the Reduced Amount, the Company or applicable Affiliate must promptly notify the
Participant of that determination, with a copy of the detailed calculations by the Company. All determinations of the
Company or Affiliates under this Section are final, conclusive and binding upon the Participant. It is the intention of the
Company, Affiliates and the Participant to reduce the payments under this Plan only if the aggregate Net After Tax
Receipts to the Participant would thereby be increased. Any such reduction shall first reduce any non-
cash benefits on a
pro-rata basis and then reduce any cash payments on a pro-
rata basis. As a result of the uncertainty in the application of
16.
Amendment and Termination.
17.
Notice.
18.
Excise Tax.