Earthlink 2006 Annual Report Download - page 127

Download and view the complete annual report

Please find page 127 of the 2006 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 147

  • 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
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147

plans to the contrary regarding the exercisability of such options. If provision is made for the continuance, assumption or substitution by the
Employer or its successor in connection with the Change in Control of the Employer of outstanding stock options the Employer or an Affiliate
granted before the Change in Control of the Employer, then on the Employee’s Termination of Employment on or after a Change in Control of
the Employer occurs, all outstanding stock options that the Employer or any Affiliate previously granted to an Employee in either the Gold or
Silver Benefit Category shall be exercisable in full, if not then already fully exercisable, in accordance with the terms of such options and the
applicable plans pursuant to which they were granted, notwithstanding any provisions in the stock options or plans to the contrary regarding the
exercisability of such stock options.
(ii) In the event no provision is made for the continuance, assumption or substitution by the Employer or its successor
in connection with a Change in Control of the Employer of outstanding stock options the Employer or an Affiliate granted before the Change in
Control of the Employer, then contemporaneously with the Change in Control of the Employer, all outstanding stock options that the Employer
or any Affiliate previously granted to an Employee in the Bronze Benefit Category shall be exercisable, in accordance with the terms of such
options and the applicable plans pursuant to which they were granted, notwithstanding any provisions in the stock options or plans to the
contrary regarding the exercisability (and only exercisability) of such options, on at least the basis they would have been exercisable had
Employee remained employed with the Employer or any Affiliate for twenty-four (24) months after the Change in Control of the Employer
occurs, if not then already exercisable to such extent. If provision is made for the continuance, assumption or substitution by the Employer or
its successor in connection with the Change in Control of the Employer of outstanding stock options the Employer or an Affiliate granted
before the Change in Control of the Employer, then on the Employee’s Termination of Employment on or after a Change in Control occurs, all
outstanding stock options that the Employer or any Affiliate previously granted to an Employee in the Bronze Benefit Category shall be
exercisable, in accordance with the terms of such options and the applicable plans pursuant to which they were granted, notwithstanding any
provisions in the stock options or plans to the contrary regarding the exercisability (and only exercisability) of such stock options, on at least
the basis they would have been exercisable had Employee remained employed with the Employer or an Affiliate for twenty-four (24) months
after the Change in Control of the Employer occurs, if not then already exercisable to such extent.
(iii) It is deemed under this Plan that the Employer or an Affiliate consistent with the plans and agreements governing
the applicable stock options accelerated the exercisability of such outstanding stock options at such time and on such basis. Notwithstanding
any other provision of this Plan, this Section 3 only impacts the exercisability and vesting of the applicable stock option; it is not intended to
nor does it extend the terms or expiration dates of the applicable stock options.
(iv) Notwithstanding any of the foregoing, for purposes of this Section 3 only, an Employee in the Bronze Benefit
Category who previously participated in the EarthLink, Inc. Accelerated Vesting and Compensation Continuation Plan and who elected to
participate in this Plan and waive any and all rights to benefits he or she had under the EarthLink, Inc. Accelerated Vesting and Compensation
Continuation Plan shall be treated for purposes of this Section 3 as if he or she were in the Silver Benefit Category solely for purposes of the
accelerated vesting of stock options. Exhibit C attached hereto shall show the names of each employee who is included
10