Earthlink 2008 Annual Report Download - page 186

Controlling Law
Except to the extent superseded by laws of the United States, the laws of the State of Delaware shall be controlling in all matters relating to the
Plan.
Reemployment Other Than As An Employee
The Company or Affiliate may, in its sole discretion, determine how an employee whose position is eliminated but who is offered another
position as an independent contractor or consultant with the Company or with an Affiliate shall be treated for purposes of the Plan. In that
respect, the Company or Affiliate, in its sole discretion, may make all such determinations under the Plan, including without limitation,
determining (i) whether a regular employee whose position has been eliminated but who is rehired as an independent contractor or consultant is
an eligible employee, (ii) whether an otherwise eligible employee will be eligible for severance pay if the employee is retained, or hired by the
Company or an Affiliate, as an independent contractor or consultant under any agreement that provides for severance or similar benefits on
termination of service, (iii) whether an employee whose position has been eliminated but who is offered work by the Company or an Affiliate as
an independent contractor or consultant qualifies for severance pay and benefits under any of the position elimination categories set forth under
the Plan, and (iv) whether any employee whose position is eliminated is deemed to be re-employed to the extent the employee is retained, or
hired by the Company or an Affiliate, as an independent contractor or consultant. Notwithstanding the foregoing, an eligible employee will not
be given a severance package under the Plan if the eligible employee continues to provide services to the Company or any of its Affiliates in a
capacity other than as an eligible employee and such services are provided at an annual rate that is 50 percent or more of the services rendered,
on average, during the immediately preceding thirty-six (36) months of employment (or, if employed less than thirty-
six (36) months, such lesser
period).
Temporary Leave of Absence
An eligible employee will not be considered to have had a termination of employment and will not be entitled to the severance pay and benefits
under this Plan if the otherwise eligible employee goes on military leave, sick leave or other bona fide leave of absence (such as temporary
employment by the government) for a period of less than six months, or for a longer period if the employee’s right to reemployment is provided
either by statute or by contract; provided, however, if the eligible employee otherwise meets the requirements for receiving severance pay and
benefits under this Plan and if the period of leave (i) ends or (ii) exceeds six months and the employee’s right to reemployment is not provided
either by statute or by contract, then the eligible employee will be considered to have had a termination of employment and will be entitled to the
severance pay and benefits as of the first date immediately following such time if the eligible employee otherwise would be entitled to such
benefits if the eligible employee terminated employment as of such time.
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