Earthlink 2009 Annual Report Download - page 139

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(c) This Section 2 shall have no effect, and Employer shall have no obligations hereunder with respect to, an Employee who has a
Termination of Employment for any reason at any time other than within eighteen (18) months after a Change in Control of the Employer occurs
under the circumstances described in Section 2(a) above.
(d) The Employer or Affiliate that employs the Employee on his or her Termination of Employment will fund the payments to be
made under the Plan to such Employee from its general assets.
(e) Exhibit B attached hereto provides a summary of the benefits to which an Employee will be entitled based on the Benefit
Category for which such Employee qualifies. In the event of any conflict between such summary and the terms of Section 2 of the Plan, the
provisions of Section 2 of the Plan shall govern.
3.
Accelerated Vesting of Options and Restricted Stock Units .
(a) (i) In the event no provision is made for the continuance, assumption or substitution by the Employer or its successor in
connection with a Change in Control of the Employer of outstanding stock options the Employer or an Affiliate granted before the Change in
Control of the Employer, then contemporaneously with the Change in Control of the Employer, all outstanding stock options that the Employer
or any Affiliate previously granted to an Employee in either the Gold or Silver Benefit Category shall be exercisable in full, if not then already
fully exercisable, in accordance with the terms of such options and the applicable plans pursuant to which they were granted, notwithstanding
any provisions in the stock options or plans to the contrary regarding the exercisability of such options. If provision is made for the continuance,
assumption or substitution by the Employer or its successor in connection with the Change in Control of the Employer of outstanding stock
options the Employer or an Affiliate granted before the Change in Control of the Employer, then on the Employee’
s Termination of Employment
on or after a Change in Control of the Employer occurs, all outstanding stock options that the Employer or any Affiliate previously granted to an
Employee in either the Gold or Silver Benefit Category shall be exercisable in full, if not then already fully exercisable, in accordance with the
terms of such options and the applicable plans pursuant to which they were granted, notwithstanding any provisions in the stock options or plans
to the contrary regarding the exercisability of such stock options.
(ii) In the event no provision is made for the continuance, assumption or substitution by the Employer or its successor in
connection with a Change in Control of the Employer of outstanding stock options the Employer or an Affiliate granted before the Change in
Control of the Employer, then contemporaneously with the Change in Control of the Employer, all outstanding stock options that the Employer
or any Affiliate previously granted to an Employee in the Bronze Benefit Category shall be exercisable, in accordance with the terms of such
options and the applicable plans pursuant to which they were granted, notwithstanding any provisions in the stock options or plans to the
contrary regarding the exercisability (and only exercisability) of such options, on at least the basis they would have been exercisable had
Employee remained employed with the Employer or any Affiliate for twenty-four (24) months after the Change in Control of the Employer
occurs, if not then already exercisable to such extent. If provision is made for the continuance, assumption or substitution by the Employer or
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