Earthlink 2007 Annual Report Download - page 147

in shares of Common Stock. None of the cash dividends that a Participant is eligible to receive pursuant hereto may be deferred or
credited under the Deferred Compensation Program.
9. Notice. Any notice or other communication given pursuant to this Agreement, or in any way with respect to the Award, shall
be in writing and shall be personally delivered or mailed by United States registered or certified mail, postage prepaid, return receipt
requested, to the following addresses:
10. No Right to Continued Employment or Service. Neither the Plan, the granting of this Award nor any other action taken
pursuant to the Plan or this Award constitutes or is evidence of any agreement or understanding, express or implied, that the Company or
any Affiliate will retain the Participant as an employee or other service provider for any period of time or at any particular rate of
compensation.
11. Agreement to Terms of Plan and Agreement. The Participant has received a copy of the Plan, has read and understands the
terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions.
12. Tax Consequences. The Participant acknowledges that (i) there may be adverse tax consequences upon acquisition or
disposition of the shares of Common Stock issued pursuant to this Award or the receipt of cash dividends hereunder and (ii) Participant
should consult a tax adviser prior to such acquisition or disposition or receipt. The Participant is solely responsible for determining the
tax consequences of the Award and for satisfying the Participant's tax obligations with respect to the Award (including, but not limited to,
any income or excise taxes resulting from the application of Code Section 409A), and the Company shall not be liable if this Award is
subject to Code Section 409A.
13. Binding Effect. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to
the benefit of the distributees, legatees and personal representatives of the Participant and the successors of the Company.
14. Conflicts. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the
provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.
15. Counterparts. This Agreement may be executed in a number of counterparts, each of which shall be deemed an original,
but all of which together shall constitute one in the same instrument.
16. Miscellaneous. The parties agree to execute such further instruments and take such further actions as may be necessary to
carry out the intent of the Plan and this Agreement. This Agreement and the Plan shall constitute the entire agreement of the parties with
respect to the subject matter hereof.
17. Restrictive Covenants.
(a) In the event the Participant receives the special enhanced vesting set forth in Section 2(b)(iii) above, the Participant
agrees that during Participant's employment, and for a period of eighteen (18) calendar months following Participant's termination
of employment, that Participant will not, directly or indirectly, (i) solicit, induce, recruit, or cause a "restricted
If to the Company:
EarthLink, Inc.
1375 Peachtree Street—Level A
Atlanta, Georgia 30309
Attention: General Counsel
If to the Participant: