Earthlink 2008 Annual Report Download - page 182

agreement(s) with the Company or Affiliate and, at the Company’s or Affiliate’s discretion, to agree in the Waiver and Release Agreement to
such other terms relating to the protection and return of the Company’s or Affiliate’s confidential and proprietary business information and other
Company or Affiliate property as the Company or Affiliate deems appropriate.
After an employee’
s termination of employment with the Company and its Affiliates, he or she shall, with reasonable notice, furnish information
as may be in his or her possession, control or knowledge and to otherwise cooperate with and assist the Company or Affiliate as reasonably may
be requested in connection with any claims or legal actions in which the Company or Affiliate is or may become a party, or in any matter in
which he or she was involved or of which he or she had knowledge while employed by the Company or Affiliate. No employee shall be entitled
to any compensation for such cooperation except for reimbursement by the Company or Affiliate for his or her actual out-of-pocket expenses or
costs incurred with this cooperation as soon as administratively practicable after the expenses are incurred.
Return of Company Property
Upon termination of employment, employees shall return to the Company or Affiliate all property of the Company or Affiliate in their
possession, custody or control, including keys, credit cards, identification cards, laptop computers, Personal Digital Assistants (PDAs), car and
mobile telephones, pagers, parking stickers, correspondence, notes, memoranda, reports, manuals, notebooks, drawings, sketches, blueprints,
formulae, prototypes, models, computer disks, computer printouts, information stored electronically on computers, and the trade secrets and
other confidential information of the Company or Affiliate. Employees shall not make any copies, nor shall they retain any originals or copies of
such property.
Plan Administration
The Company shall act as the Plan Administrator of the Plan (or shall have the power to appoint a Plan Administrator of the Plan) and the
“named fiduciary” within the meaning of such terms as defined in ERISA. It shall be the principal duty of the Plan Administrator to see that the
Plan is carried out, in accordance with its terms, and operated uniformly for similarly situated individuals.
Authority of Plan Administrator
The Plan Administrator shall have sole discretionary power to administer the Plan, subject to applicable requirements of law. The Plan
Administrator shall have the authority to interpret the Plan and to determine all questions arising under or in connection with the Plan, including
all questions of fact and questions of eligibility to participate and obtain benefits under the Plan. The Plan Administrator shall pay benefits under
the Plan, in accordance with its terms, but only if it determines in its sole discretion that the claimant is entitled to them.
The Plan Administrator may delegate to other persons responsibilities for performing certain of the duties of the Plan Administrator under the
Plan and may seek expert advice as the Plan Administrator deems reasonably necessary with respect to the Plan. The Plan Administrator
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