Earthlink 2007 Annual Report Download - page 140

9.6 Captions. The captions to the articles, sections, and paragraphs of this Plan are for convenience only and shall not control or affect
the meaning or construction of any of its provisions.
9.7 Applicable Law. This Plan shall be governed and construed in accordance with the laws of the State of Georgia.
9.8 Validity. In the event any provision of the Plan is held invalid, void, or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provision of the Plan.
9.9 Notice. Any notice or filing required or permitted to be given to the Committee shall be sufficient if in writing and hand delivered,
or sent by registered or certified mail, to the principal office of the Company, directed to the attention of the President and CEO of the Company.
Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification.
9.10 Compliance. No Distribution shall be made hereunder except in compliance with all applicable laws and regulations (including,
without limitation, withholding tax requirements), any listing agreement with any stock exchange to which the Company is a party, and the rules
of all domestic stock exchanges on which the Company's shares of capital stock may be listed. The Company shall have the right to rely on an
opinion of its counsel as to such compliance. No Distribution shall be made hereunder unless the Employer has obtained such consent or
approval as the Employer may deem advisable from regulatory bodies having jurisdiction over such matters.
9.11 No Duplicate Payments. The Distributions payable under the Plan are the maximum to which the Participant is entitled in
connection with the Plan. To the extent the Participant and the Employer are parties to any other agreements or arrangements relating to the
Participant's employment that provide for payments of any bonuses under this Plan on termination of employment, this Plan shall be construed
and interpreted so that the Bonus Awards and Distributions payable under the Plan are only paid once; it being the intent of this Plan not to
provide the Participant any duplicative payments of Bonus Awards. To the extent a Participant is entitled to a bonus payment calculated under
this Plan under any other agreement or arrangement that would constitute a duplicative payment of the Bonus Award or Distribution; to the
extent of that duplication, no Bonus Award or Distribution will be payable hereunder.
9.12 Confidentiality. The terms and conditions of this Plan and the Participant's participation hereunder shall remain strictly
confidential. The Participant may not discuss or disclose any terms of this Plan or its benefits with anyone except for Participant's attorneys,
accountants and immediate family members who shall be instructed to maintain the confidentiality agreed to under this Plan, except as may be
required by law.
9.13 Temporary Leaves of Absence. The Committee in its sole discretion may decide to what extent leaves of absence for government
or military service, illness, temporary disability or other reasons shall, or shall not be, deemed an interruption or termination of employment.
10. AMENDMENT AND TERMINATION OF THE PLAN
10.1 Amendment. Except as set forth in Section 10.3 below, the Committee in its sole discretion may at any time amend the Plan in
whole or in part.
10.2 Termination of the Plan.
(a) Employer's Right to Terminate. Except as set forth in Section 10.3 below, the Committee may at any time terminate the Plan, if it
determines in good faith that the continuation of the Plan is not in the best interest of the Company and its shareholders. No such termination of
the Plan shall reduce any Distributions already made.
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