Earthlink 2008 Annual Report Download - page 159

Change in Control of the Employer, then contemporaneously with the Change in Control of the Employer, all outstanding restricted stock units
that the Employer or any Affiliate previously granted to an Employee in the Bronze Benefit Category shall be earned and payable, in accordance
with the terms of such restricted stock units and the applicable plans pursuant to which they were granted, notwithstanding any provisions in the
restricted stock units or plans to the contrary regarding their becoming fully earned and payable on at least the basis they would have been
earned and payable had Employee remained employed with the Employer or any Affiliate for twenty-four (24) months after the Change in
Control of the Employer occurs, if not then already earned and payable to such extent; provided that a restricted stock unit that contains
performance criteria shall not become fully earned and payable if the date, if any, for attainment of the performance criteria on which such
restricted stock unit would have become fully earned and payable has passed as of the date of the Change of Control or occurs more than twenty-
four (24) months after the date of the Change in Control. If provision is made for the continuance, assumption or substitution by the Employer
or its successor in connection with the Change in Control of the Employer of outstanding restricted stock units the Employer or an Affiliate
granted before the Change in Control of the Employer, then on the Employee’s Termination of Employment on or after a Change in Control
occurs, all outstanding restricted stock units that the Employer or any Affiliate previously granted to an Employee in the Bronze Benefit
Category shall be earned and payable, in accordance with the terms of such restricted stock units and the applicable plans pursuant to which they
were granted, notwithstanding any provisions in the restricted stock units or plans to the contrary regarding their becoming earned and payable,
on at least the basis they would have been earned and payable had Employee remained employed with the Employer or an Affiliate for twenty-
four (24) months after the Change in Control of the Employer occurs, if not then already earned and payable to such extent; provided that a
restricted stock unit that contains performance criteria shall not become fully earned and payable if the date, if any, for attainment of the
performance criteria on which such restricted stock unit would have become fully earned and payable has passed as of the date of the Change of
Control or occurs more than twenty-four (24) months after the date of the Change in Control.
(iii) It is deemed under this Plan that the Employer or an Affiliate consistent with the plans and agreements governing the
applicable restricted stock units accelerated such restricted stock units becoming earned and payable at such time and on such basis.
Notwithstanding any other provision of this Plan, this Section 3 only impacts the vesting of the applicable restricted stock units; it is not intended
to nor does it extend the terms or expiration dates of the applicable restricted stock units.
(iv) Notwithstanding any of the foregoing, for purposes of this Section 3 only, an Employee in the Bronze Benefit
Category who previously participated in the EarthLink, Inc. Accelerated Vesting and Compensation Continuation Plan and who elected to
participate in this Plan and waive any and all rights to benefits he or she had under the EarthLink, Inc. Accelerated Vesting and Compensation
Continuation Plan shall be treated for purposes of this Section 3 as if he or she were in the Silver Benefit Category solely for purposes of the
accelerated vesting of restricted stock units. Exhibit C attached hereto shall show the names of each employee who is included in the foregoing
position and who is entitled to the treatment described in this Section 3(b)(iv) if they become an Employee under this Plan.
(v) Exhibit B
attached hereto provides a summary of the accelerated vesting to which an Employee will be entitled based
on the Benefit Category for which such Employee
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