Earthlink 2008 Annual Report Download - page 148

Exhibit 10.29
EARTHLINK, INC.
CHANGE-IN-CONTROL ACCELERATED VESTING
AND SEVERANCE PLAN
THIS EARTHLINK, INC. CHANGE-IN-CONTROL ACCELERATED VESTING AND SEVERANCE PLAN (this “Plan”) was
adopted originally as of the 19 day of April, 2001 by EarthLink, Inc., a Delaware corporation (“Employer”), and its Affiliates (as defined
below) for the benefit of the eligible employees described herein, amended effective as of October 19, 2005 and amended and restated effective
as of February 17, 2006. The Employer hereby amends and restates the Plan, as set forth herein, effective as of December 15, 2008 to address
Section 409A of the Code and the final regulations issued thereunder.
WITNESSETH:
WHEREAS, the Employees (as defined below) are currently employed by Employer or an Affiliate (as defined below); and
WHEREAS, Employer and its Affiliates established the Plan to provide certain security to the Employees in connection with their
employment with the Employer or an Affiliate in the event of a Change in Control of the Employer (as defined below).
NOW, THEREFORE, Employer and its Affiliates hereby amend and restate the Plan as set forth below.
1.
Definitions .
For purposes of this Plan:
(a)
“ Affiliate ”
means any entity with whom the Employer would be considered a single employer under Code Sections 414(b) or
414(c) (except that, for purposes of determining whether a Termination of Employment has occurred, the language “at least 50%” shall be
substituted for “at least 80%” each place it appears therein).
(b) “ Beneficial Ownership ” means beneficial ownership as that term is used in Rule 13d-
3 promulgated under the Exchange Act.
(c) “ Beneficiary ” shall mean the person or entity an Employee designates, by written instrument delivered to the Employer or an
Affiliate, to receive the benefits payable under this Plan after the Employee’s death. If an Employee fails to designate a Beneficiary, or if no
designated Beneficiary survives the Employee, such benefits shall be paid:
(1) to Employee’s surviving spouse; or
(2) if there is no surviving spouse, to Employee’s living descendants per stirpes; or
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