Earthlink 2008 Annual Report Download - page 143

(g) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations
contemplated by the preceding subsections shall be borne by the Company. If such fees and expenses are initially paid by You, the
Company shall reimburse You the full amount of such fees and expenses within five business days after receipt from You of a
statement therefore and reasonable evidence of Your payment thereof but in no event later than the end of the year immediately
following the year in which You incur such reimbursable fees and expenses.
(h) The Company and You shall each provide the Accounting Firm access to and copies of any books, records and
documents in the possession of the Company or You, as the case may be, reasonably requested by the Accounting Firm, and otherwise
cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations
contemplated by the preceding subsections. Any determination by the Accounting Firm shall be binding upon the Company and You.
(i) The federal, state and local income or other tax returns filed by You shall be prepared and filed on a consistent basis
with the determination of the Accounting Firm with respect to the Excise Tax payable by You. You, at the request of the Company,
shall provide the Company true and correct copies (with any amendments) of Your federal income tax return as filed with the Internal
Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other
documents reasonably requested by the Company, evidencing such conformity.
(j) All payments to be made to You under this Section 18 must be paid no earlier than when the applicable taxes are to be
remitted and by the end of Your taxable year next following the year in which the taxes that are the subject of the audit or litigation are
remitted to the taxing authorities or, where no such taxes are remitted, the end of Your taxable year following the year in which the
audit is completed or there is a final and non-appealable settlement or the resolution of the litigation.
19. Tax Liabilities and Code Section 409A . Any payments or benefits that you receive pursuant to this Agreement shall be
subject to reduction for any applicable employment or withholding taxes. Notwithstanding any other provision of this Plan, if You are a
Specified Employee as of Your Termination of Employment, and if the amounts that You are entitled to receive pursuant to Section 6 are not
otherwise exempt from Section 409A of the Code, then to the extent necessary to comply with Section 409A, no payments for such amounts may
be made under this Agreement (including, if necessary, any payments for welfare or other benefits in which case You may be required to pay for
such coverage or benefits and receive reimbursement when payment is no longer prohibited) before the date which is six (6) months after Your
Termination of Employment or, if earlier, Your date of death. All such amounts, which would have otherwise been required to be paid over such
six (6) months after Your Termination of Employment or, if earlier, until Your date of death, shall be paid to You in one lump sum payment as
soon as administratively feasible after the date which is six (6) months after Your Termination of Employment or, if earlier, your date of death.
All such remaining payments shall be made as if they had begun as set forth in this Agreement. For purposes of this Agreement, Your rights to
payments shall be treated as rights to receive a series of separate payments to the
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