Earthlink 2015 Annual Report Download - page 107

Download and view the complete annual report

Please find page 107 of the 2015 Earthlink annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 114

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114

Exhibit 10.9
EARTHLINK HOLDINGS CORP.
Board of Directors Compensation Plan
(Updated as of July 2015)
1. Retainers
a. Each independent director receives a $95,000 annual retainer.
b. The Chairman of the Board receives an additional $75,000 annual retainer.
c. The Audit Committee chair and the Leadership and Compensation Committee chair each receive an additional
$25,000 annual retainer.
d. The Corporate Governance and Nominating Committee chair receives an additional $15,000 annual retainer.
e. All retainers are paid annually in advance, following the annual shareholder meeting.
f. Each independent director who joins the Board after the Board meeting that coincides with the annual shareholder
meeting will receive a prorated annual retainer representing the number of months commencing with the month in
which the director is appointed and ending with the month in which the next annual meeting is scheduled. The
prorated annual retainer will be paid upon the director’s appointment.
2. Restricted Stock Units
a. Independent directors receive a grant of RSUs valued at $140,000 on the first business day immediately following the
annual shareholder meeting.∗
b. RSUs will vest on the earlier of the first anniversary of the grant date or the date of the next annual shareholder
meeting following the grant date, provided the director is serving as an independent director at that time. Unvested
RSUs shall be forfeited if the director leaves the Board prior to such time.
i. Note: Each RSU represents the right to receive one share of EarthLink stock. Upon vesting, the RSUs will be
payable in shares of stock (in which case the recipient has taxable income equal to the value of the shares
received on the date of vesting).
c. Each independent director who joins the Board after the Board meeting that coincides with the annual shareholder
meeting will receive a prorated annual RSU grant representing the number of months commencing with the month in
which the director is appointed and ending with the month in which the next annual meeting is scheduled. The
prorated annual grant will be made upon the director’s appointment. These RSUs will vest on the same date as the
vesting date for the applicable annual RSU grant.
3. Meeting Expenses
a. EarthLink reimburses directors for their expenses incurred in attending Board of Directors and Committee meetings.
4. Education Expenses
a. EarthLink will pay reasonable program fees and associated travel expenses for each director to participate in one or
more additional relevant director education programs. In selecting director education programs, directors should
consider general Board governance and specific Committee focus.