Earthlink 2008 Annual Report Download - page 146

Exhibit 10.28
EARTHLINK, INC.
Board of Directors Compensation Plan
Effective January 2009
1.
Retainers
a.
Each independent director receives a $35,000 annual retainer, paid semi-annually in advance ($17,500 following
January Board meeting and $17,500 following July Board meeting).
b. The Lead Director receives an additional $20,000 annual retainer, paid semi-annually in advance ($10,000 following the
January Board meeting and $10,000 following the July Board meeting).
c. The Leadership and Compensation Committee chair, the Corporate Governance and Nominating Committee chair and the
Finance Committee chair each receive an additional $10,000 annual retainer, paid semi-annually in advance ($5,000 following
January Board meeting and $5,000 following July Board meeting).
d.
The Audit Committee chair receives an additional $20,000 annual retainer, paid semi-annually in advance ($10,000 following
January Board meeting and $10,000 following July Board meeting).
2. Meeting Fees
a.
Each independent director is paid $1,000 for each full Board meeting and Committee meeting he or she attends in person and
$500 for each full Board meeting and Committee meeting he or she attends telephonically.
3. Restricted Stock Units
a.
Independent directors receive an initial grant when they join the Board of Restricted Stock Units (RSUs) valued at $45,000.
b.
Additionally, independent directors receive an annual grant of RSUs valued at $30,000 on the first business day of January of
each year.
c.
Additionally, independent directors receive an annual grant of RSUs valued at $30,000 on the date of the July Board meeting
each year.
d.
RSUs will vest one year from the date of grant, provided the director is serving as an independent director at that time, and
upon vesting may be received in shares of stock or may be deferred into a deferred compensation plan.
i.
Note: Each RSU is equal to one share of EarthLink stock. Upon vesting, the RSUs may be received in shares of
stock (in which case the recipient has taxable income equal to the value of the shares received on the date of vesting),
or may be deferred into a deferred compensation plan where they continue to be equal to shares of EarthLink stock
but where receipt and taxation may be deferred to later dates.