Earthlink 2008 Annual Report Download - page 204

11.
Tax Consequences . The Participant acknowledges that (i) there may be adverse tax consequences upon acquisition or
disposition of the shares of Common Stock issued pursuant to this Award and (ii) Participant should consult a tax adviser prior to such
acquisition or disposition. This Award is intended to be exempt from Code Section 409A. However, the Participant is solely responsible for
determining the tax consequences of the Award and for satisfying the Participant’s tax obligations with respect to the Award (including, but not
limited to, any income or excise taxes resulting from the application of Code Section 409A), and the Company shall not be liable if this Award is
subject to Code Section 409A.
12.
Binding Effect
. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the
benefit of the distributees, legatees and personal representatives of the Participant and the successors of the Company.
13.
Conflicts . In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the
provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.
14. Counterparts . This Agreement may be executed in a number of counterparts, each of which shall be deemed an original, but
all of which together shall constitute one in the same instrument.
15. Miscellaneous . The parties agree to execute such further instruments and take such further actions as may be necessary to
carry out the intent of the Plan and this Agreement. This Agreement and the Plan shall constitute the entire agreement of the parties with respect
to the subject matter hereof.
16.
Governing Law . This Agreement shall be governed by the laws of the State of Delaware, except to the extent federal law
applies.
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