Earthlink 2009 Annual Report Download - page 165

elimination and severance plan maintained by the Company or any Affiliate, then, the Participant shall be entitled to receive for the Bonus
Period that includes the date of the Participant’s termination of employment as a result of a position elimination 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 toward 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 the position elimination, 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 position elimination if the Participant’s position elimination 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 under the Plan no later than the time they
would have been paid had the Participant 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.
9. MISCELLANEOUS
9.1 Unsecured General Creditor . Participants and their beneficiaries, heirs, successors and assigns shall have no legal or
equitable rights, interests, or other claim in any property or assets of the Employer. Any and all assets shall remain general, unpledged,
unrestricted assets of the Employer. The Employer’
s obligation under the Plan shall be that of an unfunded and unsecured promise to pay cash or
shares of Common Stock in the future, and there shall be no obligation to establish any fund, any security or any other restricted asset in order to
provide for the payment of amounts under the Plan.
9.2 Obligations to the Employer . If a Participant becomes entitled to a Distribution under the Plan, and, if, at the time of the
Distribution, such Participant has outstanding any debt, obligation or other liability representing an amount owed to any Employer, then the
Employer may offset such amounts owing to it or any other Employer against the amount of any Distribution. Such determination shall be made
by the Committee. Any election by the Committee not to reduce any Distribution payable to a Participant shall not constitute a waiver of any
claim for any outstanding debt, obligation, or other liability representing an amount owed to the Employer.
9.3 Nonassignability . Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder,
or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and nontransferable. No part of a Distribution,
prior to actual Distribution, shall be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance
owed by a Participant or any other person, nor shall it be transferable by operation of law in the event of the
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