Earthlink 2008 Annual Report Download - page 134

(90) consecutive days. Total Disability shall be deemed to have occurred on the first day following the expiration of such ninety (90)
day period.
(s) “Trade Secrets ”
means any and all information concerning, relating to and/or in the possession of, the Company and/or
its Affiliates and/or the Business of the Company that qualifies as a trade secret as defined by the laws of the State of Georgia on the
date of this Agreement and as such laws are amended from time to time thereafter.
(t) “ Voting Stock ” means the then outstanding securities of an entity entitled to vote generally in the election of
members of that entity’s Board of Directors.
2. Employment; Duties .
(a) The Company agrees to employ You as Chief Operating Officer of the Company with the duties and responsibilities
generally associated with such position and such other reasonable additional responsibilities and positions as may be added to Your
duties from time to time by the Chief Executive Officer, the President of the Company (excluding a President of any division of the
Company) or the Board of Directors consistent with Your position.
(b) During Your employment hereunder, You shall (i) diligently follow and implement all Company employee policies
and all management policies and decisions communicated to You by the Chief Executive Officer, the President or the Board of
Directors; and (ii) timely prepare and forward to the Chief Executive Officer, the President or the Board of Directors all reports and
accountings as may be reasonably requested of You.
3. Term . The term hereof commenced on August 27, 2007, continued for a period of one (1) year, was extended for an
additional year from the anniversary of August 27, 2007 and shall be automatically extended from year-to-year thereafter unless terminated in
accordance with Section 6 hereof (the “Term”).
4. Compensation .
(a) (1) You shall be paid an annual base salary of not less than Four Hundred and Sixteen Thousand Dollars ($416,000)
per year (the “Base Salary”). The Base Salary shall accrue and be due and payable in equal, or as nearly equal as practicable, biweekly
installments and the Company may deduct from each such installment all amounts required to be deducted and withheld in accordance
with applicable federal and state income, FICA and other withholding tax requirements.
(2) The Base Salary shall be reviewed by the Board of Directors at least once during each year of the Term and may
be increased from time to time and at any time by the Board of Directors. The Base Salary shall in no event be reduced or decreased
below the highest level attained at any time by You, unless You and the Board of Directors agree to implement a salary reduction
program for cost abatement purposes.
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