Earthlink 2002 Annual Report Download - page 77

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E-1
*
4.8 — Subordinated Debt Indenture (incorporated by reference to Exhibit 4.3 to MindSpring Enterprises, Inc.'s Form S-3/A—File
No. 333
-
74151).
4.9 — First Supplemental Indenture (incorporated by reference to Exhibit 4.4 to MindSpring Enterprises, Inc.'s Form S-3/A—File
No. 333
-
74151).
4.10 — Second Supplemental Indenture (incorporated by reference to Exhibit 4.3 to EarthLink, Inc.'s Form S-4—File No. 333-
41064).
4.11 — Rights Agreement, dated as of August 6, 2002, between EarthLink, Inc. and American Stock Transfer and Trust Co.
(incorporated by reference to Exhibit 4.1 to EarthLink, Inc.'s Form 8
-
K, dated August 6, 2002
—
File No. 001
-
15605).
4.12 — Certificate of Designations, Preferences and Rights of Series D Junior Preferred Stock (incorporated by reference to
Exhibit 4.2 of the Registration Statement on Form 8
-
A of EarthLink, Inc. dated August 6, 2002
—
File No. 001
-
15605).
10.1 — Stock Incentive Plan (incorporated by reference to Exhibit 4.4 of EarthLink, Inc.'s Registration Statement on Form S-8—File
No. 333
-
39456).
10.2 — Stock Option Plan for Non-Employee Directors (incorporated by reference to Exhibit 4.5 of EarthLink, Inc.'s Registration
Statement on Form S
-
8
—
File No. 333
-
39456).
10.3 — 1995 Stock Option Plan and Form of Stock Option Agreement (incorporated by reference to Exhibit 4.4 of EarthLink, Inc.'s
Registration Statement on Form S
-
8
—
File No. 333
-
30024).
10.4 — MindSpring Enterprises, Inc. 1995 Stock Option Plan, as amended (incorporated by reference to Exhibit 4.5 of
EarthLink, Inc.'s Registration Statement on Form S
-
8
—
File No. 333
-
30024).
10.5 — MindSpring Enterprises, Inc. 1995 Directors Stock Option Plan, as amended (incorporated by reference to Exhibit 4.6 of
EarthLink, Inc.'s Registration Statement on Form S
-
8
—
File No. 333
-
30024).
10.6 — EarthLink, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 of EarthLink, Inc.'s Registration
Statement on Form S
-
8
—
File No. 333
-
83870).
10.7 — (
a) Netscape Communications Corporation Internet Service Provider Navigator Distribution Agreement, dated May 31, 1996,
between EarthLink Network, Inc. and Netscape Communications Corporation (incorporated by reference to Exhibit 10.6 of
EarthLink Network, Inc.'s Registration Statement on Form S
-
1/A
—
File No. 333
-
05055).
(b) Amendment No. 1 to Netscape Communications Corporation Internet Service Provider Agreement (incorporated by
reference to Exhibit 10.6(a) of EarthLink Network, Inc.'s Registration Statement on Form S
-
1
—
File No. 333
-
15781).
(c) Amendment No. 2 to Netscape Communications Corporation Internet Service Provider Agreement (incorporated by
reference to Exhibit 10.6(b) of EarthLink Network, Inc.'s Registration Statement on Form S
-
1
—
File No. 333
-
15781).
10.8 — Amended and Restated Employment Agreement (incorporated by reference to Exhibit 10.9 of EarthLink Network, Inc.'s
amended Report on Form 10
-
K/A for the fiscal year ended December 31, 1997
—
File No. 000
-
20799).
10.9 — Internet Wizard Sign-Up Agreement between EarthLink Network, Inc. and Microsoft Corporation, dated August 16, 1996
(incorporated by reference to Exhibit 10.19 of EarthLink Network, Inc.'s Registration Statement on Form S-1—File No. 333-
15781).
10.10 —
Office Lease Agreement dated November 16, 1999 between Kingston Atlanta Partners, L.P. and MindSpring Enterprises, Inc.,
as amended (incorporated by reference to Exhibit 10.1 of EarthLink, Inc.'s Report on Form 10-Q for the quarterly period
ended March 31, 2001
—
File No. 001
-
15605).
10.11 — Office Lease by and between The Mutual Life Insurance Company of New York and EarthLink Network, Inc., dated
September 20, 1996, as amended (incorporated by reference to Exhibit 10.2 of EarthLink, Inc.'s Report on Form 10-Q for the
quarterly period ended March 31, 2001
—
File No. 001
-
15605).
21.1*
—
Subsidiaries of the Registrant.
23.1*
—
Consent of Ernst & Young LLP.
24.1*
—
Power of Attorney (see the Power of Attorney in the signature page hereto).
99.1* — Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes
-
Oxley Act of 2002.
99.2* — Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes
-
Oxley Act of 2002.
Filed herewith.
E-2
QuickLinks
EARTHLINK, INC. Annual Report on Form 10-K For the Year Ended December 31, 2002
TABLE OF CONTENTS
PART I