Earthlink 2009 Annual Report Download - page 140

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 occurs, 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 stock options, on at least the
basis they would have been exercisable had Employee remained employed with the Employer or an Affiliate for twenty-four (24) months after
the Change in Control of the Employer occurs, if not then already exercisable to such extent.
(iii) It is deemed under this Plan that the Employer or an Affiliate consistent with the plans and agreements governing the
applicable stock options accelerated the exercisability of such outstanding stock options at such time and on such basis. Notwithstanding any
other provision of this Plan, this Section 3 only impacts the exercisability and vesting of the applicable stock option; it is not intended to nor does
it extend the terms or expiration dates of the applicable stock options.
(iv) Notwithstanding any of the foregoing, for purposes of this Section 3 only, an Employee in the Bronze Benefit
Category who previously participated in the EarthLink, Inc. Accelerated Vesting and Compensation Continuation Plan and who elected to
participate in this Plan and waive any and all rights to benefits he or she had under the EarthLink, Inc. Accelerated Vesting and Compensation
Continuation Plan shall be treated for purposes of this Section 3 as if he or she were in the Silver Benefit Category solely for purposes of the
accelerated vesting of stock options. Exhibit C
attached hereto shall show the names of each employee who is included in the foregoing position
and who is entitled to the treatment described in this Section 3(a)(iv) if they become an Employee under this Plan.
(v) Exhibit B
attached hereto provides a summary of the accelerated vesting 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 3 of
the Plan, the provisions of Section 3 of the Plan shall govern.
(b) (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 restricted stock units 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 restricted stock units
that the Employer or any Affiliate previously granted to an Employee in either the Gold or Silver Benefit Category shall be earned and payable
in full, if not then already fully earned and payable, in accordance with the terms of such restricted stock units and the applicable plans pursuant
to which they were granted, notwithstanding any provisions in the restricted stock units or plans to the contrary regarding their becoming fully
earned and payable; provided that a restricted stock unit that contains performance criteria shall not become fully earned and payable if the date,
if any, for attainment of the performance criteria on which such restricted stock unit would have become fully earned and payable has passed as
of the date of the Change of Control. 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 restricted stock units the Employer or an
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