Earthlink 2009 Annual Report Download - page 164

Stock in lieu of cash. In the event part or all of any Bonus Award is to be paid in shares of Common Stock, the number of shares to be delivered
shall be equal to the dollar amount of the Bonus Award otherwise payable divided by the closing price of a share of Common Stock on the last
trading day immediately before the date of the Distribution. Shares of Common Stock to be delivered under this Plan may be paid under the
2006 Equity and Cash Incentive Plan or under any other plan under which shares of Common Stock are otherwise available.
6.4 Taxes; Withholding . To the extent required by law, the Employer shall withhold from all Distributions made hereunder any
amount required to be withheld by Federal and state or local government or other applicable laws. Each Participant shall be responsible for
satisfying in cash or cash equivalent acceptable to the Company any income and employment tax withholdings applicable to any Distribution to
the Participant under the Plan. The Company, to the extent applicable law permits, may permit the Participant to pay applicable tax withholdings
by withholding shares of Common Stock that the Participant otherwise would receive upon the Distribution but only to satisfy the Participant’s
minimum required tax withholdings.
7. CHANGE IN CONTROL
7.1 Payment After a Change in Control . If at any time after a Change in Control occurs the Participant’s employment with all
Employers is terminated by an Employer for any reason other than Cause, death or Disability, then, the Participant shall be entitled to receive for
the Bonus Period that includes the date of the Participant’s termination of employment the greater of (i) the Participant’s Target Aggregate
Bonus for the Bonus Period or (ii) the Bonus Award that would result based on the Employer’s estimate of the Bonus Award that is reasonably
likely to be payable for the entire Bonus Period taking into account the Corporate Performance Objectives achieved during the Bonus Period
through the time of the Participant’s termination of employment (annualized or otherwise forecasted for the entire Bonus Period considering
progress towards goals and the portion of the Bonus Period preceding the Participant’s termination of employment compared to the entire Bonus
Period), calculated on the same basis as other similarly-situated Participants, except that the Bonus Award for that Bonus Period shall be based
solely upon the Participant’s Compensation for that Bonus Period through the time of termination of employment, provided however that
Participant shall only be entitled to receive such Bonus Award for the Bonus Period that includes the date of the Participant’s termination of
employment if the Participant’s termination of employment occurs after the first calendar quarter of the calendar year. The Participant also shall
be entitled to receive any Bonus Award payable for any Bonus Period that ended before the termination of the Participant’s employment. Such
Bonus Awards shall be paid no later than the time they would have been paid under the Plan if the Participant had remained employed or, if
earlier, no later than the time they are required to be paid under any position elimination and severance plan maintained by the Company or any
Affiliate in which Participant participates at the time of termination of the Participant’s employment.
8. POSITION ELIMINATION
8.1 Payment after a Position Elimination . If before a Change in Control occurs the Participant’s employment with all Employers
is terminated by an Employer as a result of a position elimination, such that the Participant is entitled to receive benefits under any position
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