Earthlink 2009 Annual Report Download - page 160

“ Effective Date ” means January 1, 2010.
“ Employee ” means a full-time common law employee of an Employer. A full-time common law employee of an Employer only
includes an individual who renders personal services to the Employer and who, in accordance with the established payroll, accounting and
personnel policies of the Employer, is characterized by the Employer as a full-time, common law employee. An Employee does not include any
person whom the Employer has identified on its payroll, personnel or tax records as an independent contractor or a person who has
acknowledged in writing to the Employer that such person is an independent contractor, whether or not a court, the Internal Revenue Service or
any other authority ultimately determines such classification to be correct or incorrect as a matter of law.
“ Employer ” means EarthLink, Inc. (also referred to as the “Company”) and any other entity that is part of a controlled group of
corporations or is under common control with the Company within the meaning of Sections 1563(a), 414(b) or 414(c) of the Code, except that,
in making any such determination, fifty percent (50%) shall be substituted for eighty percent (80%) each place therein.
“ Incumbent Board ” means a Board of Directors of the Company at least a majority of whom consist of individuals who either are
(a) members of the Company’s Board of Directors as of the Effective Date of the adoption of this Plan or (b) members who become members of
the Company’s Board of Directors subsequent to the date of the adoption of this Plan whose election, or nomination for election by the
Company’
s shareholders, was approved by a vote of at least sixty percent (60%) of the directors then comprising the Incumbent Board (either by
specific vote or by approval of a proxy statement of the Company in which that person is named as a nominee for director, without objection to
that nomination), but excluding, for that purpose, any individual whose initial assumption of office occurs as a result of an actual or threatened
election contest (within the meaning of Rule 14a-11 of the Securities Exchange act of 1934, as amended) with respect to the election or removal
of directors or other action or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors of the
Company.
“ Management ” means the executive officers of EarthLink, Inc., individually or as a group, whose positions are in the Red Zone of the
Career Band System.
“ Maximum Bonus Award ” means the maximum bonus award, denoted as a dollar amount, that can be earned and paid to the
Participant for the Bonus Period as established by the Committee.
“ Net Sent to Billing ” means “Gross Sent to Billing” minus “Churn” where (i) Gross Sent to Billing means incremental recurring
revenue initiated by the delivery of new or upgraded products or services and (ii) Churn means the loss of recurring revenue driven by the
cancellation or downgrade of products or services. For network products/services, sent to billing status is triggered by meeting predefined
customer acceptance criteria and is determined by the project managers on the provisioning team. For all other products, sent to billing status is
triggered by the delivery and installation of the equipment and is determined by the service activation group.
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