Earthlink 2008 Annual Report Download - page 106

Table of Contents
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information as of December 31, 2008 concerning the shares of our common stock which are authorized for
issuance under our equity compensation plans:
(1)
Plan Category
Number of Securities
to Be Issued on Exercise
of Outstanding Options
(a)
Weighted Average
Exercise Price of
Outstanding Options
(b)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
(c)
Equity Compensation Plans Approved By Stockholders
7,158,660
(2)
$
9.58
13,100,428
(1)
This number includes shares available by plan as follows:
The grants of approximately 5.4 million restricted stock units and phantom share units have been deducted from the number of securities
available for future issuance.
(2)
Plan
Securities
Available
for
Future
Issuance
EarthLink, Inc. 2006 Equity and Cash Incentive Plan
7,895,124
EarthLink, Inc. Stock Incentive Plan (adopted in 2000)
4,741,850
EarthLink, Inc. Equity Plan for Non
-
Employee Directors
463,454
13,100,428
Pursuant to our merger agreement with New Edge Holding Company, we were required to grant options to purchase up to 657,000 shares
of our Common Stock to New Edge employees. These options were "inducement grants" to new employees in connection with our
acquisition of New Edge that qualified under the "inducement grant exception" to the shareholder approval requirement of NASD
Marketplace Rule 4350(i)(1)(A). In connection with the closing, the Leadership and Compensation Committee approved the
EarthLink, Inc. Stock Option Plan for Inducement Awards Relating to the Acquisition of New Edge Holding Company. The Leadership
and Compensation Committee then granted options to purchase 657,000 shares of our Common Stock to these New Edge employees in
accordance with this plan. The options have an exercise price equal to the last reported price of our Common Stock on the closing date,
which was $9.48, and vest 25 percent after 12 months and then 6.25 percent each quarter thereafter. The options have a term of 10 years.
Approximately 250 New Edge employees received options under this plan.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information regarding certain relationships and transactions between EarthLink and certain of our affiliates is set forth under the caption
"Executive Compensation—Leadership and Compensation Committee Interlocks" and "Executive Compensation—
Certain Relationships and
Related Transactions" in our Proxy Statement referred to in Item 10 above or in a subsequent amendment to this Report on Form 10-
K.
Information regarding director independence is set forth under the caption "Proposal I—Election of Directors—
Director Independence" in our
Proxy Statement referred to in Item 10 above or in a subsequent amendment to this Annual Report on Form 10-
K. Such information is
incorporated herein by reference.
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