Earthlink 2008 Annual Report Download - page 164

14.
Amendment and Termination.
Notwithstanding any other provision of this Plan, Employer shall have the right (i) to declare that an individual who previously was
selected to participate as an Employee in the Plan shall no longer participate as an Employee in the Plan, (ii) to amend the Plan from time to time
and (iii) to terminate the Plan at any time; provided that, within four (4) months before a Change in Control of the Employer occurs or after a
Change in Control of the Employer occurs, without the Employee’s consent, (i) the Employer may not declare that an individual who previously
was selected to participate as an Employee in the Plan no longer participates as an Employee in the Plan, (ii) no amendment may be made that
diminishes any Employee’s rights under the Plan and (iii) the Plan may not be terminated until all benefits that become payable under the Plan
are paid in full. An amendment may be made retroactively to the Plan if it is necessary to make this Plan conform to applicable law. Upon
termination of the Plan, the Plan shall no longer be of any further force or effect, and neither the Employer, any Affiliate nor any Employee shall
have any obligations or rights under this Plan. Likewise, the rights of any individual who was an Employee and whose designation as an
Employee is revoked or rescinded by the Employer shall cease upon such action.
15.
Notice.
Notices under this Plan shall be in writing and sent by registered mail, return receipt requested, to the following addresses or to such
other address as the party being notified may have previously furnished to the other party by written notice:
If to Employer:
EarthLink, Inc.
1375 Peachtree Street, N.W.
Suite 7 North
Atlanta, Georgia 30309-2935
Attention: Chief People Officer
If to an Employee:
The address last indicated on the records of Employer.
16.
Excise Tax.
Despite any other provisions of this Plan to the contrary, if the receipt of any payments or benefits under this Plan would subject an
Employee to tax under Code Section 4999, the Employer may determine whether some amount of payments or benefits would meet the
definition of a “Reduced Amount.” If the Employer determines that there is a Reduced Amount, the total payments or benefits to the Employee
hereunder must be reduced to such Reduced Amount, but not below zero. If the Employer determines that the benefits and payments must be
reduced to the Reduced Amount, the Employer must promptly notify the Employee of that determination, with a copy of the detailed calculations
by the Employer. All determinations of the Employer under this Section are final, conclusive and binding upon the Employee. It is the intention
of the Employer and the Employee to reduce the payments under this Plan only if the
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