Earthlink 2006 Annual Report Download - page 128

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in the foregoing position and who is entitled to the treatment described in this Section 3(a)(iv) if they become an Employee under this Plan.
(v) Exhibit B attached hereto provides a summary of the accelerated vesting to which an Employee will be entitled
based on the Benefit Category for which such Employee qualifies. In the event of any conflict between such summary and the terms of Section
3 of the Plan, the provisions of Section 3 of the Plan shall govern.
(b) (i) 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 restricted stock units 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 restricted stock units
that the Employer or any Affiliate previously granted to an Employee in either the Gold or Silver Benefit Category shall be earned and payable
in full, if not then already fully earned and payable, in accordance with the terms of such restricted stock units and the applicable plans pursuant
to which they were granted, notwithstanding any provisions in the restricted stock units or plans to the contrary regarding their becoming fully
earned and payable; provided that a restricted stock unit that contains performance criteria shall not become fully earned and payable if the
date, if any, for attainment of the performance criteria on which such restricted stock unit would have become fully earned and payable has
passed as of the date of the Change of Control. 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 restricted stock units 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 restricted stock units that the Employer or any Affiliate previously granted to an Employee in either the Gold
or Silver Benefit Category shall be earned and payable in full, if not then already fully earned and payable, in accordance with the terms of
such restricted stock units and the applicable plans pursuant to which they were granted, notwithstanding any provisions in the restricted stock
units or plans to the contrary regarding their becoming fully earned and payable; provided that a restricted stock unit that contains performance
criteria shall not become fully earned and payable if the date, if any, for attainment of the performance criteria on which such restricted stock
unit would have become fully earned and payable has passed as of the date of the Change of Control.
(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 restricted stock units 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 restricted stock units
that the Employer or any Affiliate previously granted to an Employee in the Bronze Benefit Category shall be earned and payable, in
accordance with the terms of such restricted stock units and the applicable plans pursuant to which they were granted, notwithstanding any
provisions in the restricted stock units or plans to the contrary regarding their becoming fully earned and payable on at least the basis they
would have been earned and payable 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 earned and payable to such extent; provided that a restricted stock unit that
contains performance criteria shall not become fully earned and payable if the date, if any, for attainment
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