Earthlink 2004 Annual Report Download - page 124

a director, officer, employee or agent of the Corporation or of a Covered Entity against all liability and loss suffered and expenses (including
attorneys’ fees), actually and reasonably incurred by such person in connection with such Proceeding. The Corporation may also advance
expenses incurred by such employee or agent in connection with any such Proceeding, consistent with the provisions of this Article XII with
respect to the advancement of expenses of directors and officers of the Corporation.
ARTICLE XIII
AMENDMENTS
Except as provided otherwise by the laws of the State of Delaware or the Certificate of Incorporation, these Bylaws may be amended
or repealed either:
(a)
At any meeting of stockholders at which a quorum is present by vote of a majority of the number of shares of stock
entitled to vote present in person or by proxy at such meeting as provided in Article II of these Bylaws; provided that the notice of such
meeting of stockholders or waiver of notice thereof contains a statement of the substance of the proposed amendment or repeal; or
(b)
At any meeting of the Board of Directors by a majority vote of the directors then in office, except for the provisions
authorizing actions by more than a majority of the directors in which case such provision may be amended or repealed by such number of
directors as are required at act pursuant to such provision.
18
Exhibit 10.15
EarthLink, Inc.
Board Compensation
January 2004
1.
Retainer
a.
Each non-employee director receives a $25,000 annual retainer, paid semi-annually in advance ($12,500 following January
Board meeting and $12,500 following July Board meeting).
b. A non-employee Chair of the Board, the Compensation Committee chair and the Corporate Governance and Nominating
Committee chair each receive an additional $10,000 annual retainer, paid semi-annually in advance.
c. The Audit Committee chair receives an additional $20,000 annual retainer, paid semi-annually in advance.
2. Meeting fees
a.
Each non-employee director is paid $1,000 for each full Board meeting and Committee meeting he or she attends in person
and $500 for each full Board meeting and Committee meeting he or she attends telephonically.
3.
Stock Options
a.
Non-employee directors receive an initial option grant of 15,000 options when they join the Board. These options vest over
four years.
b. Additionally, non-employee directors receive an annual option grant of 10,000 options on January 1 of each year. These
also vest over four years.
4.
Restricted Stock Units
a.
Each non-employee director receives a grant of Restricted Stock Units valued at $30,000 annually (on the date of the July
Board meeting). Restricted Stock Units will vest over four years, and upon vesting may be received in shares of stock or may
be deferred into a deferred compensation plan.
i.
Note: Each RSU is equal to one share of EarthLink stock. Upon vesting, the RSUs may be received 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), or may be deferred into a deferred compensation plan where they continue to be equal to shares of
EarthLink stock but where receipt and taxation may be deferred to later dates.
5.
Meeting expenses
a.
EarthLink reimburses directors for their expenses incurred in attending Board of Directors and Committee meetings.