Earthlink 2009 Annual Report Download - page 122

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which Restricted Stock Units become nonforfeitable and payable shall be referred to as the “Vesting Date” with respect to such number of
Restricted Stock Units.
(c) 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 nonforfeitable and payable under Section 2(b) above and
shall deliver to the Participant certificates representing such Shares as soon as practicable (and within thirty (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 Board. The Company may allow the Participant to satisfy any such applicable withholding taxes (i) by
allowing the Participant to deliver shares of Common Stock that the Participant already owns and, if necessary to avoid adverse accounting
consequences, has held for at least six months valued at their Fair Market Value by a “net” settlement procedure on the day preceding such date
(but only for the minimum required withholding), (ii) through a cashless exercise through a broker, (iii) by such other medium of payment as the
Company shall authorize, or (iv) by any combination of the allowable methods of payment set forth herein.
3. Termination of Award . Outstanding Restricted Stock Units that have not become nonforfeitable and payable prior to the
Expiration Date shall expire and may not become nonforfeitable and payable after such time. Additionally, any Restricted Stock Units that have
not become nonforfeitable and payable on or before the termination of the Participant’s service as a director of the Company shall expire and
may not become nonforfeitable and payable after such time.
4. Shareholder Rights . Except as set forth in Section 7 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 the certificates representing 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. Nontransferability . Except as described below, this Award is nontransferable except 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 a Permitted Transferee. In that event, the Permitted Transferee will be entitled to all the rights of the
Participant with respect to the transferred Award (except that such Permitted Transferee may not assign the Award other than by will or the laws
of descent and distribution), and such portion of the Award shall continue to be subject to all of the terms, conditions and restrictions applicable
to the Award as set forth herein and in the Plan immediately prior to the effective date of the transfer. Any such transfer will be permitted only if
(i) the Participant does not receive any consideration for the transfer and (ii) the Board expressly approves the transfer. Any such transfer shall
be evidenced by an appropriate written document that the Participant executes and the Participant shall deliver a copy thereof to the Board on or
prior to the effective date of the
2