Earthlink 2009 Annual Report Download - page 167

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Distributions payable under the Plan are only paid once; it being the intent of this Plan not to provide the Participant any duplicative payments of
Bonus Awards. To the extent a Participant is entitled to a bonus payment calculated under this Plan under any other agreement or arrangement
that would constitute a duplicative payment of the Bonus Award or Distribution; to the extent of that duplication, no Bonus Award or
Distribution will be payable hereunder.
9.12 Confidentiality . The terms and conditions of this Plan and the Participant’s participation hereunder shall remain strictly
confidential. The Participant may not discuss or disclose any terms of this Plan or its benefits with anyone except for Participant’s attorneys,
accountants and immediate family members who shall be instructed to maintain the confidentiality agreed to under this Plan, except as may be
required by law.
9.13 Temporary Leaves of Absence . The Committee in its sole discretion may decide to what extent leaves of absence for
government or military service, illness, temporary disability or other reasons shall, or shall not be, deemed an interruption or termination of
employment.
9.14 Clawback Provision . Notwithstanding any other provision of the Plan, the Participant shall reimburse or return to the
Employer (i) the gross aggregate amount of any cash Distribution that the Participant previously received under the Plan, (ii) any shares of
Common Stock that the Participant previously received under the Plan, (iii) an amount equal to any dividends the Participant previously received
with respect to any shares of Common Stock that must be returned to the Employer and (iv) any and all other amounts the Participant received or
earned that are attributable to a Distribution under the Plan, to the extent required under applicable law or any clawback or compensation
recoupment policy that the Employer may adopt.
10. AMENDMENT AND TERMINATION OF THE PLAN
10.1 Amendment . Except as set forth in Section 10.3 below, the Committee in its sole discretion may at any time amend the Plan
in whole or in part.
10.2 Termination of the Plan .
(a) Employer’s Right to Terminate . Except as set forth in Section 10.3 below, the Committee may at any time terminate
the Plan, if it determines in good faith that the continuation of the Plan is not in the best interest of the Company and its shareholders. No such
termination of the Plan shall reduce any Distributions already made.
(b) Payments Upon Termination of the Plan . Upon the termination of the Plan under this Section, Awards for future
Bonus Periods shall not be made. With respect to the Bonus Period in which such termination takes place, the Employer will pay to each
Participant the Participant’s Bonus Award, if any, for such Bonus Period, less any applicable withholdings, only to the extent the Committee
provides for any such payments on termination of the Plan (in which case all such payments will be made no later than the 15 day of the third
month following the end of the Bonus Period that includes the effective date of termination of the Plan).
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