Earthlink 2009 Annual Report Download - page 155

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Exhibit B
1
Benefits
Gold and Silver
Benefit Category
Bronze
Benefit Category
Cash Severance
Lump sum cash payment of 1.5 times the sum of
employee’s salary plus bonus target, if within 18 months
after a change in control the company terminates
employee’s employment without cause or employee
voluntarily terminates his or her employment for good
reason; no cash severance if termination of employment is
on account of the employee’s death or disability.
Lump sum cash payment equal to the sum
of employee’s salary plus bonus target, if
within 18 months after a change in control
the company terminates employee’s
employment without cause or employee
voluntarily terminates his or her
employment for good reason; no cash
severance if termination of employment is
on account of the employee’s death or
disability.
COBRA Benefits
Company will pay all amounts payable with respect to the
employee’s elected COBRA coverage (including
coverage for spouse and dependents) for 1.5 years from
the termination of the employee’s employment, if within
18 months of the change in control the company
terminates employee’s employment without cause or
employee voluntarily terminates his or her employment
for good reason; no paid COBRA benefits if the
termination of employment is on account of the
employee’s death or disability.
Company will pay all amounts payable
with respect to the employee’s COBRA
coverage (including coverage for spouse
and dependents) for 1 year from the
termination of the employee’s
employment, if within 18 months of the
change in control the company terminates
employee’s employment without cause or
employee voluntarily terminates his or her
employment for good reason; no paid
COBRA benefits if termination of
employment is on account of the
employee
’
s death or disability.
Accelerated vesting of outstanding
stock options
If stock options are assumed or continued after a change
in control, all outstanding stock options granted on or
before the change in control will vest and be exercisable
in full, if not already fully vested, on termination of
employee’s employment, if within 18 months of the
change in control the company terminates employee’s
employment without cause or employee voluntarily
terminates his or her employment for good reason; no
such vesting if the termination of employment is on
account of the employee’s death or disability; if options
are not assumed or continued after the change in control,
all outstanding stock options are vested and exercisable in
full contemporaneously with the change in control, if not
already fully vested, provided employee remains
employed until the change in control.
If stock options are assumed or continued
after a change in control, all outstanding
stock options granted on or before the
change in control will vest and be
exercisable at least as much as if the
employee had remained employed for 24
months after the change in control occurs,
if not already vested to such extent, if
within 18 months of the change in control
the company terminates employee’s
employment without cause or employee
voluntarily terminates his or her
employment for good reason; no such
vesting if the termination of employment
is on account of the employee’s death or
disability; if options are not assumed or
continued after the change in control, all
outstanding stock options are vested and
exercisable at least as much as if the
employee had remained employed for 24
months after the change in control occurs,
if not already vested to such extent,
provided employee remains employed
until the change in control. Individuals in
the Bronze benefit category are
grandfathered into the vesting under the
Silver benefit category if they participated
in the Accelerated Vesting and
Compensation Continuation Plan and
elected to participate in this Plan.
Accelerated vesting of outstanding
restricted stock units
If restricted stock units are assumed or continued after a
change in control, all outstanding restricted stock units
granted on or before the change in control will vest and be
earned and payable in full, if not already fully
If restricted stock units are assumed or
continued after a change in control, all
outstanding restricted stock units granted
on or before the change in control will
vest and be earned and payable at least as
much as if the