Earthlink 2006 Annual Report Download - page 125

Employee is on military leave, sick leave or other bona fide leave of absence (such as temporary employment by the government) so long as
the period of such leave does not exceed six months, or if longer, so long as the individual’s right to reemployment with the Employer or any
Affiliate is provided either by statute or by contract. If the period of leave (i) ends or (ii) exceeds six months and the Employee’s right to
reemployment is not provided either by statute or by contract, the Employee’s Termination of Employment will be deemed to occur on the first
date immediately following such time if not reemployed by the Employer or any Affiliate before such time and eligibility for payments and
benefits hereunder will be determined as of that time. For purposes of this Section, annual rate of providing services shall be determined based
upon the measurement used to determine the Employee’s base compensation.
(x) “ Voting Stock ” means the then outstanding securities of an entity entitled to vote generally in the election of members of
that entity’s Board of Directors.
(y) “ Welfare Plan ” shall mean any health and dental plan, disability plan, survivor income plan, life insurance plan or similar
plan, as defined in Section 3(1) of ERISA, currently made available by the Employer or an Affiliate in which an Employee participates.
2. Benefits Upon Termination of Employment .
(a) The following provisions will apply if and only if, at any time within eighteen (18) months after a Change in Control of the
Employer occurs, (i) the Employee has a Termination of Employment by the Employer or an Affiliate for any reason other than Cause, On
Account of Disability or death, or (ii) the Employee voluntarily has a Termination of Employment for Good Reason:
(1) Employer or an Affiliate shall pay Employee Cash Severance in one lump sum payment, subject to all applicable
withholdings and employment taxes and subject to reductions pursuant to Sections 4 and 16 of this Plan, as soon as practical after the
Employee’s Termination of Employment.
(2) The Employer or an Affiliate shall pay any and all amounts with respect to COBRA continuation coverage that the
Employee elects under any Welfare Plan of the Employer or an Affiliate for him or her or his or her spouse or dependents through the Benefits
Severance Period, including all attendant administrative fees and expenses, however described or denominated. All such payments shall be
made in such manner as to allow Employee to pay his or her COBRA coverage on a timely basis; provided that the Company will make all
such payments as soon as practical and no later than the 15 day of the third month of the calendar year following the calendar year of the
Employee’s Termination of Employment.
(3) The Employee or his Beneficiary, or any other person entitled to receive benefits with respect to the Employee
under any Retirement Plan, Welfare Plan, or other plan or program maintained by Employer or any Affiliate in which Employee participates at
the date of the Employee’s Termination of Employment, shall receive any and all benefits accrued under any such Retirement Plan, Welfare
Plan or other plan or program to the date of the Employee’s Termination of Employment, the amount, form and time of payment of such
benefits to be determined by the terms of such Retirement Plan, Welfare Plan, or other plan or program.
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