Earthlink 2008 Annual Report Download - page 131

percentages by appointing additional members to the Board of Directors or otherwise without election or other action by the
stockholders; or
(3) A sale or other disposition of all or substantially all of the assets of the Company, except pursuant to a
Business Combination that complies with clauses (a) and (b) of subparagraph (2) above; or
(4) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company,
except pursuant to a Business Combination that complies with clauses (a) and (b) of subparagraph 2 above.
(g) “ Code ” means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.
(h) “ Company ” shall mean EarthLink, Inc.
(i) “ Confidential Information ” means any and all non-public information concerning, relating to and/or in the possession
of the Company and/or its Affiliates and/or the Business of the Company treated as confidential or secret by the Company and/or its
Affiliates (that is, such business information is subject to efforts by the Company and/or its Affiliates that are reasonable under the
circumstances to maintain its secrecy) that does not constitute a Trade Secret, including, without limitation, information concerning the
Company’s or an Affiliate’s financial position and results of operations (including revenues, assets, net income, etc.), annual and long
range business plans, product and service plans, marketing plans and methods, employee lists and information, in whatever form and
whether or not computer or electronically accessible.
(j) “ Eligible Earnings ” has the same meaning given to that term in the Company’s bonus plan and payroll policies.
(k) “ Good Reason ” means, with respect to Your Termination of Employment, any of the following acts or omissions that
are not cured within thirty (30) days after written notice of such act or omission is delivered to the Company, the Chairman of the Board
of Directors and the Chairman of the Leadership and Compensation Committee of the Board of Directors (which notice must be given
no later than ninety (90) days after the initial occurrence of such event):
(1) without Your express written consent (i) the assignment to You of any duties materially inconsistent in any
respect with Your position, authority, duties or responsibilities as contemplated by Section 2, (ii) the requirement by the
Company that You report to any officer or employee other than directly to the Chief Executive Officer, the President of the
Company (excluding a President of any division of the Company) or the Board of Directors of the Company, (iii) any other
action by the Company that results in a significant diminution in such position, authority, duties or responsibilities, provided
that the Company’s no longer being a reporting company with the Securities and Exchange Commission shall not be deemed
to result in such a significant diminution, or (iv) any failure
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