Earthlink 2008 Annual Report Download - page 201

Exhibit 10.33
EARTHLINK, INC.
2006 EQUITY AND CASH INCENTIVE PLAN
Restricted Stock Unit Agreement Awarded in
Connection with 2008 Incentive Bonus Plan
No. of Restricted Stock
Units Awarded Hereunder:
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of the 13 day of February, 2009, between
EarthLink, Inc., a Delaware corporation (the “Company”), and (the “Participant”) is made pursuant and subject to the
provisions of the Company’s 2006 Equity and Cash Incentive Plan (the “Plan”), a copy of which is attached hereto. All terms used herein that
are defined in the Plan have the same meaning given them in the Plan.
1.
Grant of Restricted Stock Units . Pursuant to the Plan and the Company’s 2008 Incentive Bonus Plan (the “Bonus Plan”), the
Company, on February , 2009 (the “Date of Grant”),
granted to the Participant Restricted Stock Units, each Restricted Stock Unit
corresponding to one share of the Common Stock of the Company (this “Award”). Subject to the terms and conditions of the Plan, each
Restricted Stock Unit represents an unsecured promise of the Company to deliver, and the right of the Participant to receive, one share of the
Common Stock of the Company at the time and on the terms and conditions set forth herein. As a holder of Restricted Stock Units, the
Participant has only the rights of a general unsecured creditor of the Company. This Award is payment to the Participant under the Bonus Plan
for the amount of the Participant’s Performance Bonus (as defined in the Bonus Plan) that exceeded the Participant’s Target Performance Bonus
(as defined in the Bonus Plan) for the 2008 calendar year.
2.
Terms and Conditions . This Award is subject to the following terms and conditions:
(a)
Vesting of Award .
(i)
In General . Except as otherwise provided below, one hundred percent (100%) of the outstanding
Restricted Stock Units shall become earned and payable on August 13, 2009, provided the Participant has been continuously employed by, or
providing services to, the Company or an Affiliate from the Date of Grant until such time. Notwithstanding the foregoing, one hundred percent
(100%) of the outstanding Restricted Stock Units shall become earned and payable if, prior to August 13, 2009, (A) a Change in Control occurs
and the Company or an Affiliate terminates the Participant’s employment for any reason other than Cause (as defined in the Bonus Plan), death
or Disability (as defined in the Bonus Plan) or (B) before a Change in Control occurs the Company or an Affiliate terminates the Participant’s
employment as the result of a position elimination, such that the Participant is entitled to receive benefits under any position elimination and
severance plan maintained by the Company or
th