Earthlink 2014 Annual Report Download - page 142

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2141099v11
and be exercisable in full, if not already fully vested,
on termination of employee’s employment, if within
24 months of the change in control the company
terminates employee’s employment without cause or
employee voluntarily terminates his or her
employment for good reason; no such vesting if the
termination of employment is on account of the
employee’s death or disability; if options are not
assumed or continued after the change in control, all
outstanding stock options are vested and exercisable
in full contemporaneously with the change in control,
if not already fully vested, provided employee
remains employed until the change in control, except
that stock options that contain performance criteria
will not vest if the date for attainment of those criteria
has passed.
and be exercisable in full, if not already fully vested,
if within 24 months of the change in control the
company terminates employee’s employment without
cause or employee voluntarily terminates his or her
employment for good reason; no such vesting if the
termination of employment is on account of the
employee’s death or disability; if options are not
assumed or continued after the change in control, all
outstanding stock options are vested and exercisable
in full, if not already fully vested to such extent,
provided employee remains employed until the
change in control, except that stock options that
contain performance criteria will not vest if the date
for attainment of those criteria has passed.
Accelerated vesting of
outstanding restricted stock units
If restricted stock units are assumed or continued after
a change in control, all outstanding restricted stock
units granted on or before the change in control will
vest and be earned and payable in full, if not already
fully vested, on termination of employee’s
employment, if within 24 months of the change in
control the company terminates employee’s
employment without cause or employee voluntarily
terminates his or her employment for good reason; no
such vesting if the termination of employment is on
account of the employee’s death or disability; if
restricted stock units are not assumed or continued
after the change in control, all outstanding restricted
stock units are vested and earned and payable in full
contemporaneously with the change in control, if not
already fully vested, provided that employee remains
employed until the change in control, except that
restricted stock units that contain performance criteria
will not vest if the date for attainment of those criteria
has passed.
If restricted stock units are assumed or continued
after a change in control, all outstanding restricted
stock units granted on or before the change in control
will vest and be earned and payable in full, if not
already fully vested, if within 24 months of the
change in control the company terminates employee’
s
employment without cause or employee voluntarily
terminates his or her employment for good reason; no
such vesting if the termination of employment is on
account of the employee’s death or disability; if
restricted stock units are not assumed or continued
after the change in control, all outstanding restricted
stock units are vested and earned and payable in full,
if not already fully vested to such extent, provided
that employee remains employed until the change in
control, except that restricted stock units that contain
performance criteria will not vest if the date for
attainment of those criteria has passed.
Non-Compete Payment Participant shall receive a non-compete payment
equal to 66 2/3 % of the sum of his or her annual base
salary plus bonus target in consideration of
compliance with non-compete and non-recruitment
covenants set forth in the Plan.
Not Applicable.