Earthlink 2008 Annual Report Download - page 202

Affiliate, provided in either case that the Participant has been continuously employed by, or providing services to, the Company or an Affiliate
from the Date of Grant until the time of such termination of employment.
(ii)
Vesting Date . Outstanding Restricted Stock Units shall be forfeitable until they become earned and
payable as described above. The date upon which the Restricted Stock Units become earned and payable shall be referred to as the “Vesting
Date.”
(b)
Settlement of Award . Subject to the terms of this Section 2 and Section 3 below, the Company shall issue to the
Participant one share of Common Stock for each Restricted Stock Unit that becomes earned and payable under Section 2(a) above and shall
deliver to the Participant such shares as soon as practicable (and within 30 days) after the Vesting Date. As a condition to the settlement of the
Award, the Participant shall be required to pay any required withholding taxes attributable to the Award in cash or cash equivalent acceptable to
the Committee. However, the Company in its discretion may, but is not required to, allow the Participant to satisfy any such applicable
withholding taxes (i) by allowing the Participant to surrender shares of Common Stock that the Participant already owns (but only for the
minimum required withholding), (ii) through a cashless transaction through a broker, (iii) by such other medium of payment as the Committee
shall authorize or (iv) by any combination of the allowable methods of payment set forth herein.
3.
Termination of Award
. Notwithstanding any other provision of this Agreement, outstanding Restricted Stock Units that have
not become earned and payable as of August 13, 2009 or, if earlier, on or before the termination of the Participant’s employment with the
Company or an Affiliate, shall expire and may not become earned and payable after such time.
4. Shareholder Rights . Except as set forth in Section 6 below, the Participant shall not have any rights as a shareholder with
respect to shares of Common Stock subject to any Restricted Stock Units until issuance of such shares of Common Stock. The Company may
include on any certificates representing shares of Common Stock issued pursuant to this Award such legends referring to any representations,
restrictions or any other applicable statements as the Company, in its discretion, shall deem appropriate.
5.
Transferability . Except as otherwise provided herein, this Award is not transferable other than by will or the laws of descent
and distribution. If this Award is transferred by will or the laws of descent and distribution, the Award must be transferred in its entirety to the
same person or persons or entity or entities. Notwithstanding the foregoing, the Participant, at any time prior to the Participant’s death, may
transfer all or any portion of this Award to the Participant’s children, grandchildren, spouse, one or more trusts for the benefit of such family
members or a partnership in which such family members are the only partners, on such terms and conditions as are appropriate for such
transferees to be included in the class of transferees who may rely on a Form S-8 registration statement under the Securities Act of 1933 to sell
shares received pursuant to the Award. Any such transfer will be permitted only if (i) the Participant does not receive any consideration for the
transfer and (ii) the Committee expressly approves the transfer. Any transferee to whom this Award is transferred shall be bound by the same
terms and conditions that governed the Award during the time it was held by the Participant (which terms and conditions shall still be read from
the perspective of the
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