Earthlink 2007 Annual Report Download - page 132

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Exhibit 10.49
EARTHLINK, INC.
2008 INCENTIVE BONUS PLAN
1. STATEMENT OF PURPOSE
1.1 Statement of Purpose. The purpose of the EarthLink, Inc. 2008 Incentive Bonus Plan (the "Plan") is to encourage the creation of
shareholder value by establishing a direct link between Revenue (as defined below) and Free Cash Flow (as defined below) achieved and the
incentive compensation of Participants in the Plan.
Participants contribute to the success of EarthLink, Inc. (the "Company") through the application of their skills and experience in fulfilling
the responsibilities associated with their positions. The Company desires to benefit from the contributions of the Participants and to provide an
incentive bonus plan that encourages the sustained creation of shareholder value.
2. DEFINITIONS
2.1 Definitions. Capitalized terms used in the Plan shall have the following meanings:
" Adjusted EBITDA " means EBITDA excluding facility exit and restructuring costs, equity method loss of affiliates, and gain (loss) on
investments in other companies.
" Bonus Award " means the sum of the Participant's Performance Bonus and Supplemental Bonus.
" Bonus Period(s) " means (i) for Management Participants, the 2008 calendar year and (ii) for all other Participants, the period beginning
January 1, 2008 and ending June 30, 2008 and the period beginning July 1, 2008 and ending December 31, 2008, in respect of which the
Corporate Performance Objectives and the Individual Performance Objectives are measured and the Participants' Bonus Awards, if any, are to be
determined.
" Cause " has the same definition as under any employment or service agreement between the Employer and the Participant or, if no such
employment or service agreement exists or if such employment or service agreement does not contain any such definition, Cause means (i) the
Participant's willful and repeated failure to comply with the lawful directives of the Board of Directors of any Employer or any supervisory
personnel of the Participant; (ii) any criminal act or act of dishonesty or willful misconduct by the Participant that has a material adverse effect
on the property, operations, business or reputation of any Employer; (iii) the material breach by the Participant of the terms of any
confidentiality, non- competition, non-solicitation or other such agreement that the Participant has with any Employer or (iv) acts by the
Participant of willful malfeasance or gross negligence in a matter of material importance to any Employer
" Change in Control " means the occurrence of any of the following events:
(a) the accumulation in any number of related or unrelated transactions by any person of beneficial ownership (as such term is used in Rule
13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of the combined voting power of
the Company's voting stock; provided that, for purposes of this subsection (a), a Change in Control will not be deemed to have occurred if the
accumulation of more than fifty percent (50%) of the voting power of the Company's voting stock results from any acquisition of voting stock (i)
directly from the Company that is approved by the Incumbent Board, (ii) by the Company, (ii) by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any Employer, or (iv) by any person pursuant to a merger, consolidation, or reorganization (a
"Business Combination") that would not cause a Change in Control under clauses (i) and (ii) of subsection (b) below; or
(b) consummation of a Business Combination, unless, immediately following that Business Combination, (i) all or substantially all of the
persons who are the beneficial owners of voting stock of the Company immediately prior to that Business Combination beneficially own,
directly or indirectly, at